Common use of Funding Date Clause in Contracts

Funding Date. (A) If the Hotspot Acquisition is consummated on the Funding Date, the obligations of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make such Borrowings, are subject to the satisfaction (or waiver by the Administrative Agent) of following conditions precedent: (a) The Acquisition shall have been consummated in all material respects in accordance with the terms of the Purchase Agreement. (b) The Specified Purchase Agreement Representations shall be true and correct in all material respects and the Specified Representations shall be true and correct in all material respects (except in the case of any Specified Purchase Agreement Representation or any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be). (c) After giving effect to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loans, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. The Administrative Agent shall have received reasonably satisfactory evidence of repayment of all indebtedness to be repaid on the Funding Date and of the discharge of all indebtedness and liens other than indebtedness and liens permitted to remain outstanding under this Agreement (or customary arrangements for such repayment or discharge shall have been made). (d) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party on or prior to the Funding Date, including, to the extent invoiced at least three (3) business days prior to the Funding Date., reimbursement or payment of all reasonable out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under the JPM Fee Letter and any Loan Document. (e) Since September 30, 2014, the Acquired Business and its Transferred Subsidiaries (as defined in the Acquisition Agreement), taken as a whole, have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have not had, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this clause (e), “Company Material Adverse Effect” shall have the meaning set forth in the Purchase Agreement.

Funding Date. (A) If the Hotspot Acquisition is consummated on the Funding Date, the The obligations of the B-1 Lenders to make their respective Term Loan Lenders Loans hereunder and the Incremental B-2 Term Loan Lendersavailability of the Revolving Facility shall become effective on the first date on which each of the following conditions is satisfied (or waived in accordance with Section 9.03) which date shall occur prior to July 10, respectively, to make such Borrowings, are subject 2015 (it being understood and agreed that to the satisfaction (extent the Funding Date does not occur on or waiver prior to July 10, 2015, this Agreement and the Commitments of the Lenders shall automatically terminate without any further action by the Borrower, the Administrative Agent) of following conditions precedent:Agent or any other person): (a) The Acquisition Administrative Agent shall have been consummated in all material respects in accordance with received from each party hereto or thereto either a counterpart of this Agreement and each other Loan Document signed on behalf of such party or written evidence satisfactory to the terms Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of such party) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party, including, without limitation, the Purchase AgreementCollateral Agreement and such other Loan Documents as the Administrative Agent or its counsel may have reasonably requested. (b) The Specified Purchase Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders: (i) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying that all of the representations in this Agreement Representations are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all material respects respects) on and as of the Specified Representations Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except in the case of that any Specified Purchase Agreement Representation or any Specified Representation which expressly relates to a given date or period, such representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all material respects respects) as of such earlier date and no Default or Unmatured Default has occurred and is continuing or would result from the Advance of the Term Loans on the Funding Date; (ii) a duly executed Borrowing/Election Notice signed by an Authorized Officer of the Borrower. (iii) the written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, each Issuing Bank and the Lenders, in substantially a form and containing assumptions and qualifications acceptable to the Administrative Agent and its counsel; (iv) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying (A) that the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.04 on the Funding Date, including computations demonstrating compliance in reasonable detail thereof; (B) as to the receipt by the Borrower of the proceeds of the Senior Notes in an amount that, together with the Term Loans made on the Funding Date, is not greater than $1,000,000,000; and (C) as to occurrence of the Spin Transaction; (v) the (A) Historical Information and (B) the financial projections of the Borrower and its Subsidiaries on a consolidated basis, covering fiscal years 2015 through 2018 (inclusive), in each case on a consolidated basis; (vi) a completed Perfection Certificate, dated the Funding Date and signed by an Authorized Officer of the Borrower; (vii) evidence that appropriate Uniform Commercial Code financing statements have been (or, on the Funding Date, will be) duly filed in such office or offices as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the Administrative Agent’s Liens in and to the Collateral; (viii) copies of the Certificate of Incorporation of each Loan Party, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (ix) copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties, of its By-Laws and of its Board of Directors’ (or similar body) resolutions authorizing the execution of the Loan Documents entered into by it; (x) an incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the original or facsimile signature of the officers of the Loan Parties authorized to sign the Loan Documents and the officers of the Borrower authorized to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (xi) a certificate in form and substance reasonably satisfactory to the Administrative Agent, signed by an Authorized Officer of the Borrower, attesting that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Spin Transaction, are Solvent; (xii) receipt by the Administrative Agent of updated Schedules 6.07, 6.08, 6.18, 7.03(a), 7.03(b), 7.03(d) and 7.03(i) to replace the corresponding Schedules and Annex attached hereto as of the respective date Escrow Date in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, provided that the Lenders agree that such updated schedules shall be deemed to be satisfactory if such updated Schedules (i) do not differ from the corresponding Schedules attached hereto as of the Escrow Date in a manner that is material and adverse to the Lenders or for (ii) are otherwise satisfactory to the respective period, Required Lenders (and any references to any such Schedules in this Credit Agreement shall thereafter refer to such Schedules as the case same may behave been updated pursuant to this Section 5.01(b)(xii). (c) After giving effect (i) The Collateral and Guarantee Requirement shall have been satisfied (provided that, solely with respect to the application matters expressly identified in Section 7.02(q), the satisfaction of the proceeds conditions set forth in this clause (c) shall not be required on the Funding Date, and shall not be a condition to the obligations of the Term B-1 Term Lenders to make Loans and hereunder on the Incremental B-2 Term LoansFunding Date, the Target and its subsidiaries but shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted be required to be outstanding under this Agreement. The accomplished in accordance with Section 7.02(q)) and (ii) the Administrative Agent shall have received reasonably satisfactory evidence of repayment of that all indebtedness to be repaid on the Funding Date and of the discharge of all indebtedness and liens other than indebtedness and liens permitted to remain outstanding under this Agreement (or customary arrangements for such repayment or discharge shall steps have been madetaken to perfect security interests in the Collateral (including delivery of any certificated Equity Interests and other physical, pledged collateral). (d) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received all fees (including evidence that the Funding Feesinsurance required by Section 7.02(e) is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Lenders, Issuing Banks and other amounts due Swing Line Lender, as additional insured and payable by any Loan Party on or prior to the Funding Date, including, loss payee thereunder to the extent invoiced at least three (3) business days prior to the Funding Date., reimbursement or payment of all reasonable out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under the JPM Fee Letter and any Loan DocumentSection 7.02(e). (e) Since September 30, 2014, the Acquired Business and its Transferred Subsidiaries (as defined in the Acquisition Agreement)no fact, taken as a wholeevent or circumstance has occurred that has had or could reasonably be expected to have, have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have not had, either individually or in the aggregate, a Company Material Adverse Effect. For purposes . (f) The Administrative Agent shall have received the results of this clause a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted under Section 7.03(b). (eg) The Administrative Agent shall have received all documentation and other information reasonably requested by each Lender that is required for compliance with the Patriot Act or other “know your customer” and anti-money laundering rules and regulations (which requested information shall have been received at least five (5) Business Days prior to the Funding Date to the extent requested by the Lenders at least ten (10) Business Days prior to the Funding Date). (h) The Administrative Agent (for the benefit of itself and the other parties entitled thereto) and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Funding Date (including fees for the account of the Lenders and fees, disbursements and charges of counsel to the Administrative Agent and the Arrangers), “Company Material Adverse Effect” including to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. The Administrative Agent shall have notify the meaning set forth Borrower and the Lenders of the Funding Date and such notice shall be conclusive and binding (and, in the Purchase Agreementevent such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Funding Date. (A) If the Hotspot Acquisition is consummated on the Funding Date, the obligations of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make such Borrowings, are subject to the satisfaction (or waiver by the Administrative Agent) of following The conditions precedent: (a) The Acquisition precedent set forth in Sections 5.01 through 5.21 shall have been consummated in all material respects in accordance with the terms of the Purchase Agreement. (b) The Specified Purchase Agreement Representations shall be true satisfied, and correct in all material respects and the Specified Representations shall be true and correct in all material respects (except in the case of any Specified Purchase Agreement Representation or any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be). (c) After giving effect to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loans, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. The Administrative Agent shall have received reasonably satisfactory evidence of repayment of all indebtedness to be repaid on the Funding Date and of the discharge of all indebtedness and liens other than indebtedness and liens permitted to remain outstanding under this Agreement (or customary arrangements for such repayment or discharge shall have been made). (d) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party occurred, on or prior to the Funding Termination Date. In determining the satisfaction of the conditions specified in this Section 5, including, (x) to the extent invoiced at least three (3) business days any item is required to be satisfactory to any Lender, such item shall be deemed satisfactory to each Lender which has not notified the Administrative Agent in writing prior to the occurrence of the Funding Date that the respective item or matter does not meet its satisfaction and (y) in determining whether any Lender is aware of any fact, condition or event that has occurred and which would reasonably be expected to have a Material Adverse Effect or a material adverse effect of the type described in Section 5.08, each Lender which has not notified the Administrative Agent in writing prior to the occurrence of the Funding Date of such fact, condition or event shall be deemed not to be aware of any such fact, condition or event on the Funding Date., reimbursement or payment of all reasonable out-of-pocket expenses . Upon the Administrative Agent’s good faith determination that the conditions specified in this Section 5 have been met (including fees, charges and disbursements of counsel) required after giving effect to be reimbursed or paid by the Borrower under the JPM Fee Letter and any Loan Document. (e) Since September 30, 2014, the Acquired Business and its Transferred Subsidiaries (as defined in the Acquisition Agreementpreceding sentence), taken then the Funding Date shall have been deemed to have occurred, regardless of any subsequent determination that one or more of the conditions thereto had not been met (although the occurrence of the Funding Date shall not release the Borrowers from any liability for failure to satisfy one or more of the applicable conditions contained in this Section 5). The acceptance of the Loans shall constitute a representation and warranty by each of the Borrowers to the Administrative Agent and each of the Lenders that all the conditions specified in this Section 5 are satisfied as a wholeof that time. All of the Notes, have not suffered any adverse change certificates, legal opinions and other documents and papers referred to their respective businessesin this Section 5, assetsunless otherwise specified, operations or financial positionshall be delivered to the Administrative Agent at the Notice Office for the account of each of the Lenders and, except such changes which have not hadfor the Notes, individually in sufficient counterparts or copies for each of the Lenders and shall be in form and substance reasonably satisfactory to the aggregate, a Company Material Adverse Effect. For purposes of this clause (e), “Company Material Adverse Effect” shall have Administrative Agent and the meaning set forth in the Purchase AgreementRequired Lenders.

Funding Date. (A) If the Hotspot Acquisition is consummated on the Funding Date, the The obligations of the B-1 Lenders to make their respective Term Loan Lenders Loans hereunder and the Incremental B-2 Term Loan Lendersavailability of the Revolving Facility shall become effective on the first date on which each of the following conditions is satisfied (or waived in accordance with Section 2.05(b)(i)) which date shall occur prior to July 10, respectively, to make such Borrowings, are subject 2015 (it being understood and agreed that to the satisfaction (extent the Funding Date does not occur on or waiver prior to July 10, 2015, this Agreement and the Commitments of the Lenders shall automatically terminate without any further action by the Borrower, the Administrative Agent) of following conditions precedent:Agent or any other person): (a) The Acquisition Administrative Agent shall have been consummated in all material respects in accordance with received from each party hereto or thereto either a counterpart of this Agreement and each other Loan Document signed on behalf of such party or written evidence satisfactory to the terms Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of such party) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party, including, without limitation, the Purchase AgreementCollateral Agreement and such other Loan Documents as the Administrative Agent or its counsel may have reasonably requested. (b) The Specified Purchase Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders: (i) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying that all of the representations in this Agreement Representations are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all material respects respects) on and as of the Specified Representations Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except in the case of that any Specified Purchase Agreement Representation or any Specified Representation which expressly relates to a given date or period, such representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all material respects respects) as of such earlier date and no Default or Unmatured Default has occurred and is continuing or would result from the Advance of the Term Loans on the Funding Date; (ii) a duly executed Borrowing/Election Notice signed by an Authorized Officer of the Borrower. (iii) the written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, each Issuing Bank and the Lenders, in substantially a form and containing assumptions and qualifications acceptable to the Administrative Agent and its counsel; (iv) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying (A) that the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.04 on the Funding Date, including computations demonstrating compliance in reasonable detail thereof; (B) as to the receipt by the Borrower of the proceeds of the Senior Notes in an amount that, together with the Term Loans made on the Funding Date, is not greater than $1,000,000,000; and (C) as to occurrence of the Spin Transaction; (v) the (A) Historical Information and (B) the financial projections of the Borrower and its Subsidiaries on a consolidated basis, covering fiscal years 2015 through 2018 (inclusive), in each case on a consolidated basis; (vi) a completed Perfection Certificate, dated the Funding Date and signed by an Authorized Officer of the Borrower; (vii) evidence that appropriate Uniform Commercial Code financing statements have been (or, on the Funding Date, will be) duly filed in such office or offices as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the Administrative Agent’s Liens in and to the Collateral; (viii) copies of the Certificate of Incorporation of each Loan Party, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (ix) copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties, of its By-Laws and of its Board of Directors’ (or similar body) resolutions authorizing the execution of the Loan Documents entered into by it; (x) an incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the original or facsimile signature of the officers of the Loan Parties authorized to sign the Loan Documents and the officers of the Borrower authorized to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (xi) a certificate in form and substance reasonably satisfactory to the Administrative Agent, signed by an Authorized Officer of the Borrower, attesting that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Spin Transaction, are Solvent; (xii) receipt by the Administrative Agent of updated Schedules 6.07, 6.08, 6.18, 7.03(a), 7.03(b), 7.03(d) and 7.03(i) to replace the corresponding Schedules and Annex attached hereto as of the respective date Escrow Date in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, provided that the Lenders agree that such updated schedules shall be deemed to be satisfactory if such updated Schedules (i) do not differ from the corresponding Schedules attached hereto as of the Escrow Date in a manner that is material and adverse to the Lenders or for (ii) are otherwise satisfactory to the respective period, Required Lenders (and any references to any such Schedules in this Credit Agreement shall thereafter refer to such Schedules as the case same may behave been updated pursuant to this Section 5.01(b)(xii). (c) After giving effect (i) The Collateral and Guarantee Requirement shall have been satisfied (provided that, solely with respect to the application matters expressly identified in Section 7.02(q), the satisfaction of the proceeds conditions set forth in this clause (c) shall not be required on the Funding Date, and shall not be a condition to the obligations of the Term B-1 Term Lenders to make Loans and hereunder on the Incremental B-2 Term LoansFunding Date, the Target and its subsidiaries but shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted be required to be outstanding under this Agreement. The accomplished in accordance with Section 7.02(q)) and (ii) the Administrative Agent shall have received reasonably satisfactory evidence of repayment of that all indebtedness to be repaid on the Funding Date and of the discharge of all indebtedness and liens other than indebtedness and liens permitted to remain outstanding under this Agreement (or customary arrangements for such repayment or discharge shall steps have been madetaken to perfect security interests in the Collateral (including delivery of any certificated Equity Interests and other physical, pledged collateral). (d) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received all fees (including evidence that the Funding Feesinsurance required by Section 7.02(e) is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Lenders, Issuing Banks and other amounts due Swing Line Lender, as additional insured and payable by any Loan Party on or prior to the Funding Date, including, loss payee thereunder to the extent invoiced at least three (3) business days prior to the Funding Date., reimbursement or payment of all reasonable out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under the JPM Fee Letter and any Loan DocumentSection 7.02(e). (e) Since September 30, 2014, the Acquired Business and its Transferred Subsidiaries (as defined in the Acquisition Agreement)no fact, taken as a wholeevent or circumstance has occurred that has had or could reasonably be expected to have, have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have not had, either individually or in the aggregate, a Company Material Adverse Effect. For purposes . (f) The Administrative Agent shall have received the results of this clause a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted under Section 7.03(b). (eg) The Administrative Agent shall have received all documentation and other information reasonably requested by each Lender that is required for compliance with the Patriot Act or other “know your customer” and anti-money laundering rules and regulations (which requested information shall have been received at least five (5) Business Days prior to the Funding Date to the extent requested by the Lenders at least ten (10) Business Days prior to the Funding Date). (h) The Administrative Agent (for the benefit of itself and the other parties entitled thereto) and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Funding Date (including fees for the account of the Lenders and fees, disbursements and charges of counsel to the Administrative Agent and the Arrangers), “Company Material Adverse Effect” including to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. The Administrative Agent shall have notify the meaning set forth Borrower and the Lenders of the Funding Date and such notice shall be conclusive and binding (and, in the Purchase Agreementevent such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Funding Date. (A) If The obligation of Lenders to make the Hotspot Acquisition is consummated on the Funding Date, the obligations of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make such Borrowings, are Advance is subject to the satisfaction (or waiver by of each of the Administrative Agent) of following conditions precedent:on or prior to May 31, 2021 (such date, the “Funding Date”): (a) The Acquisition Agent and the Lenders shall have been consummated in all material respects in accordance with the terms received each of the Purchase Agreement.following: (bi) The Specified Purchase executed copies of the Reaffirmation Agreement Representations and any other Loan Document executed and delivered by each applicable Loan Party; (ii) an executed copy of the FP Stock Grant Agreement, executed and delivered by all the parties thereto; (iii) a certificate from a Responsible Officer of each Loan Party, dated as of the Funding Date to the effect that (1) all representations and warranties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Specified Representations Funding Date (except to the extent any such representation or warranty is qualified by materiality or reference to Material Adverse Effect, in which case such representation or warranty shall be true and correct in all material respects (respects), except to the extent such representations and warranties expressly relate to an earlier date, in the which case of any Specified Purchase Agreement Representation such representations or any Specified Representation which expressly relates to a given date or period, such representation and warranty warranties shall be true and correct in all material respects as of such earlier date (except to the respective date extent any such representation or warranty is qualified by materiality or reference to Material Adverse Effect, in which case such representation or warranty shall be true, correct and complete in all respects as of such earlier date), (2) each Loan Party is in compliance with all of the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, (3) no Event of Default shall have occurred and be continuing, (4) since the Closing Date, no event has occurred or condition arisen, either individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect, (5) there have been no changes to the incumbency, resolutions and the Organizational Documents of such Loan Party delivered pursuant to Section 4.1(a)(iii) on the Closing Date or attached to this certificate are any updates to the foregoing, (6) attached thereto is a certificate of good standing for such Loan Party from its jurisdiction of incorporation and (7) the respective periodconditions set forth in Section 4.2(c), as the case may be).(d) and (j) have been satisfied; (civ) After giving effect a flow of funds agreement, dated as of the Funding Date and executed by Borrower and Agent, in form and substance reasonably satisfactory to Agent, in connection with the application disbursement of the proceeds of the Term B-1 Loan Advance; (v) a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, US counsel to the Loan Parties, in form and substance reasonably acceptable to the Lenders; (vi) an Advance Request for the Term Loans Loan Advance as required by Section 2.1(b), duly executed by Borrower’s Chief Executive Officer or Chief Financial Officer; and (vii) any other documents Agent and/or the Lenders may reasonably request. (b) On the Funding Date, Borrower and its Subsidiaries shall have (i) repaid in full all Indebtedness under the Eastward Facility and the Incremental B-2 Term LoansEIB Loan Facility, (ii) terminated any commitments to lend or make other extensions of credit thereunder, and (iii) subject to Section 7.23, delivered to Agent and the Target Lenders payoff letters and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, all other than indebtedness permitted documents or instruments necessary to be outstanding under this Agreement. release all Liens securing the Eastward Facility and the EIB Loan Facility upon payment in full of the obligations thereunder. (c) The Administrative Agent Loan Parties shall have received reasonably satisfactory evidence of repayment of all indebtedness to be repaid on material governmental, shareholder and third party consents and approvals necessary (or any other material consents as determined in the Funding Date and reasonable discretion of the discharge of all indebtedness and liens other than indebtedness and liens permitted to remain outstanding under Lenders) in connection with the transactions contemplated by this Agreement (or customary arrangements for such repayment or discharge and the other Loan Documents and the other transactions contemplated hereby and all applicable waiting periods shall have been made)expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any material adverse conditions on any of the Loan Parties or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the reasonable judgment of the Lenders could reasonably be expected to have such effect. (d) The (i) Borrower No action, proceeding, investigation, regulation or legislation shall have paid been instituted, threatened in writing or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the Amendment Fees other Loan Documents or the consummation of the transactions contemplated hereby or thereby, or which, in Agent’s reasonable discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby. (e) Agent and the Lenders shall have received all filings and recordations that are required by the Loan Documents or reasonably requested by Agent to perfect the security interests of Agent in the Collateral and Agent and the Lenders shall have received evidence reasonably satisfactory to the Lenders that upon such filings and recordations such security interests constitute valid and perfected first priority Liens (subject to Permitted Liens) thereon to the extent such security interest can be perfected by such filings and recordations. (f) Agent and the Lenders shall have received the results of a Lien search completed as defined of a recent date (including a search as to judgments, pending litigation, bankruptcy, tax and intellectual property matters), in form and substance reasonably satisfactory thereto, made against the AmendmentLoan Parties under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of such Loan Party, indicating among other things that the assets of each such Loan Party are free and clear of any Lien (iiexcept for Permitted Liens). (g) Administrative Agent shall have received a certificate from Borrower’s insurance broker or other evidence satisfactory to the Lenders that all fees insurance required to be maintained pursuant to Section 6 is in full force and effect, together with endorsements naming Agent as additional insured and loss payee thereunder to the extent required under Section 6, in each case, in form and substance reasonably satisfactory to the Lenders. (including h) Agent and Lenders shall have received from Company (i) the consolidated financial statements of Borrower and its Subsidiaries for the Fiscal Quarters ending June 30, 2020, September 31, 2020 and December 31, 2020, (ii) pro forma consolidated balance sheets of Borrower and its Subsidiaries as at the Funding Fees) Date, and other amounts due and payable reflecting the transactions contemplated by any the Loan Party Documents to occur on or prior to the Funding Date, includingwhich pro forma financial statements shall be in form and substance reasonably satisfactory to the Lenders, and (iii) the most recent capitalization table for Borrower, including the weighted average exercise price of employee stock options. (i) Borrower shall have paid (i) to Agent, to the extent invoiced to Borrower at least three (3) business days prior to the Funding Date., reimbursement or of Agent’s current expenses reimbursable pursuant to this Agreement and (ii) to Lenders, the Commitment Fee and to the extent invoiced to Borrower at least three (3) days prior to the Funding Date, reimbursement of the Lenders’ current expenses reimbursable pursuant to this Agreement, in each case under this clause (i), which amounts may be deducted from the Term Loan Advance. (j) The pro forma financial statements delivered pursuant to Section 4.2(h) shall demonstrate in form and substance reasonably satisfactory to the Lenders that on the Funding Date and immediately after giving effect to the Term Loan Advance and the payment of all reasonable out-of-pocket expenses (including fees, charges and disbursements of counsel) transaction costs required to be reimbursed or paid by the Borrower under the JPM Fee Letter and any Loan Documentin Cash, Company shall not permit Qualified Cash as of such date to be less than $15,000,000. (ek) Since September 30The FP Stock Grant shall be consummated simultaneously or substantially concurrently with the funding of the Term Loan Advance, 2014, in accordance with the Acquired Business and its Transferred Subsidiaries (as defined in terms of the Acquisition Agreement), taken as a whole, have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have not had, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this clause (e), “Company Material Adverse Effect” shall have the meaning set forth in the Purchase FP Stock Grant Agreement.

Funding Date. (A) If the Hotspot Acquisition is consummated The obligation of each Lender to make its Loan hereunder in an amount equal to its Commitment on the Funding Date, the obligations of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make such Borrowings, are Date is subject solely to the satisfaction (or waiver by the Administrative Agentin accordance with Section 10.02) of the following conditions precedentconditions, and no other conditions: (a) The Acquisition shall have been consummated in all material respects in accordance with the terms of the Purchase Agreement.Effective Date has occurred; (b) The Specified Purchase since the Systems Control Acquisition Signing Date, no Material Adverse Effect (as defined in the Systems Control Acquisition Agreement Representations as in effect on the Systems Control Acquisition Signing Date, herein, a “Systems Control Material Adverse Change”) shall be true have occurred; (c) the Administrative Agent shall have received written notice of the Borrower’s intent to borrow if required by Article II; (d) both before and correct after giving effect to the Systems Control Acquisition, the representations and warranties of the Borrower set forth in all material respects Article IV (other than the representation set forth in Section 4.07 and the Specified Representations representation set forth in the last sentence of Section 4.06) shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of the date of such Borrowing with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case of any Specified Purchase Agreement Representation or any Specified Representation which expressly relates to a given date or period, such representation representations and warranty warranties shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the respective date or for the respective period, as the case may be).such earlier date; (ce) After at the time of (and after giving effect to to) such Borrowing and the application consummation of the proceeds Systems Control Acquisition, no Default shall have occurred and be continuing; and (f) the Systems Control Acquisition shall have been consummated, or substantially concurrently with the funding of the Term B-1 Term Loans and the Incremental B-2 Term Loans, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. The Administrative Agent shall have received reasonably satisfactory evidence of repayment of all indebtedness to be repaid on the Funding Date shall be consummated, in all material respects pursuant to and of on the discharge of all indebtedness and liens other than indebtedness and liens permitted to remain outstanding under this Agreement (or customary arrangements for such repayment or discharge shall have been made). (d) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party on or prior to the Funding Date, including, to the extent invoiced at least three (3) business days prior to the Funding Date., reimbursement or payment of all reasonable out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under the JPM Fee Letter and any Loan Document. (e) Since September 30, 2014, the Acquired Business and its Transferred Subsidiaries (as defined in the Acquisition Agreement), taken as a whole, have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have not had, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this clause (e), “Company Material Adverse Effect” shall have the meaning terms set forth in the Purchase AgreementSystems Control Acquisition Agreement (and the Borrower shall provide to the Administrative Agent a certification as to the matters set forth in this clause (f). The Borrowing on the Funding Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b), (d) and (e) of this Section.

Funding Date. (A) If the Hotspot Acquisition is consummated on the Funding Date, the The obligations of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make such Borrowings, are subject Loans and of the L/C Issuers to issue Letters of Credit hereunder shall not become effective until the satisfaction date on which each of the following conditions has been satisfied (or waiver by the Administrative Agent) of following conditions precedent:waived in accordance with Section 9.08): (a) The Acquisition Effective Date shall have been consummated in all material respects in accordance with the terms of the Purchase Agreementoccurred. (b) The Specified Purchase Agreement Representations final terms of the Spin-Off Documents shall be true and correct consistent in all material respects and with the Specified Representations shall be true and correct in all material respects (except description thereof in the case of any Specified Purchase Agreement Representation or any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects Registration Statement on file with the SEC as of the respective date Effective Date, other than modifications, amendments, waivers or for consents thereto that (i) are not materially adverse to the respective period, Lead Arrangers or the Lenders in their capacities as such or (ii) are consented to by the case may be)Lead Arrangers and the Required Lenders. (c) After giving effect Since December 31, 2020, there shall not have occurred any fact, event, change, condition, occurrence or circumstance that, individually or in the aggregate, has, or would reasonably be expected to have a Material Adverse Effect. (d) The Administrative Agent (or its counsel) shall have received from the Borrower and each other Loan Party a duly executed counterpart of the Collateral Agreement signed on behalf of such party. (e) Subject to Section 5.18, the Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Funding Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby. All documents required to perfect or evidence the Collateral Agent’s first priority security interest in and liens on the Collateral (including, without limitation, all certificates evidencing pledged capital stock or membership or partnership interests, as applicable, with accompanying executed stock powers, all UCC financing statements to be filed in the applicable government UCC filing offices, all intellectual property security agreements to be filed with the United States Copyright Office or the United States Patent and Trademark Office, as applicable) will have been executed and/or delivered and, to the application of the proceeds of the Term B-1 Term Loans extent applicable, be in proper form for filing (including UCC and the Incremental B-2 Term Loansother lien searches, the Target intellectual property searches and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. insurance certificates). (f) The Administrative Agent shall have received satisfactory results of a recent search of all effective UCC financing statements (or equivalent filings) made with respect to any personal property of any Loan Party in the appropriate jurisdictions. (g) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the L/C Issuers and the Lenders on the Funding Date, a customary written opinion of (i) ▇▇▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, (ii) Miller, Johnson, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.L.C., Michigan counsel for the Loan Parties and (iii) ▇▇▇▇▇▇▇ & ▇▇▇, Pennsylvania counsel for the Loan Parties, in each case, in form and substance reasonably satisfactory evidence to the Administrative Agent and dated the Funding Date. (h) The Administrative Agent shall have received the following: (i) certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of repayment such jurisdiction) of each such Loan Party (including a bringdown certificate as to the good standing of the Borrower); (ii) a copy of the certificate or articles of incorporation, partnership agreement or limited liability agreement, including all indebtedness amendments thereto, or other relevant constitutional documents under applicable law of each Guarantor, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) and a certificate as to be repaid the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Guarantor as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary, or the general partner, managing member or sole member, of each such Guarantor; (iii) a certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, or the general partner, managing member or sole member, of each Guarantor, in each case dated the Funding Date and certifying: (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, memorandum and articles of association, limited liability company agreement or other equivalent governing documents) of such Guarantor as in effect on the Funding Date and at all times since a date prior to the date of the discharge resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of all indebtedness resolutions duly adopted by the board of directors (or equivalent governing body) of such Guarantor (or its managing general partner or managing member) authorizing the execution, delivery and liens performance of the Loan Documents to which such Person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Funding Date, (C) that the certificate or articles of incorporation, partnership agreement or limited liability agreement of such Guarantor has not been amended since the date of the last amendment thereto disclosed pursuant to clause (ii) above, and (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Guarantor; (iv) a certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, of the Borrower, dated the Funding Date, and certifying that there have been no material changes to the documents delivered pursuant to Section 4.01(e)(i) (other than indebtedness any such changes made in connection with the Spin-Off as reflected in any amendments or modifications to such documents that are attached to such certificate) and liens permitted Section 4.01(e)(ii) with respect to remain outstanding under this Agreement the Borrower, in each case, since the Effective Date; and (or customary arrangements for such repayment or discharge shall have been made)v) a Borrowing Request as required by Section 2.03. (di) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit D and signed by the chief financial officer or another Responsible Officer of the Borrower confirming the solvency of the Borrower and its Restricted Subsidiaries on a consolidated basis after giving effect to the Transactions. (j) The Agents and the Lead Arrangers shall have received all fees (including the Funding Fees) and other amounts previously agreed in writing by the Administrative Agent, the Lead Arrangers, the other Agents and the Borrower to be due and payable by any Loan Party on or prior to the Funding Date, including, to the extent invoiced to the Borrower at least three (3) business days Business Days prior to the Funding Date., reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower any Loan Party under the JPM Fee Letter and any Loan Document. (ek) Since September 30On the Funding Date, 2014after giving pro forma effect to the Transactions, the Acquired Business and its Transferred Subsidiaries (as defined in the Acquisition Agreement), taken as a whole, have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have not had, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this clause (e), “Company Material Adverse Effect” Borrower shall have unused Revolving Commitments under the meaning Revolving Facility of not less than $400,000,000. (l) All Governmental Authority and third party approvals and all equity holder and board of directors (or comparable entity management body) authorizations in connection with the Transactions contemplated to occur on the Funding Date shall have been obtained and be in full force and effect, or will be obtained substantially concurrently with the occurrence of the Funding Date. (m) The Borrower shall be in compliance with the Financial Performance Covenants on the Funding Date after giving pro forma effect to the Transactions. (n) The Specified Representations shall be true and correct in all material respects on the Funding Date (unless such representations relate to an earlier date, in which case, such representations shall have been true and correct in all material respects as of such earlier date); provided, that, any such Specified Representations which are qualified by materiality, material adverse effect or similar language shall be true and correct in all respects. (o) After giving effect to the Transactions on the Funding Date, no Default or Event of Default shall have occurred and be continuing. (p) Immediately after giving effect to the Transactions and the other transactions contemplated hereby, none of the Borrower or any Restricted Subsidiary shall have outstanding any Indebtedness, other than (i) Indebtedness under this Agreement, (ii) the Senior Notes and (iii) other Indebtedness permitted by Section 6.01. (q) The Senior Notes shall have been issued with a gross aggregate principal amount of no less than $2,100,000,000. (r) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower as to the matters set forth in clauses (c), (m), (n), (o), (p) and (s) of this Section 4.02. (s) The Spin-Off Date shall be scheduled to occur on or before the Purchase AgreementSpin-Off Deadline, and the Spin-Off Payments shall have been made, or shall be scheduled to be made, prior to the Spin-Off Deadline (but in any event, no later than the Spin-Off Date). (t) At least five (5) Business Days prior to the Funding Date, the Administrative Agent, the Lead Arrangers and the Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Guarantors under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the U.S. PATRIOT Act, that has been reasonably requested by the Administrative Agent (on its own behalf or on behalf of any Lead Arranger or Lender) at least ten (10) Business Days in advance of the Funding Date. (u) To the extent any Guarantor qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Funding Date, each Lender that has requested in a written notice to the Borrower at least ten (10) days prior to the Funding Date, shall have received a Beneficial Ownership Certification in the relation to such Guarantor. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the L/C Issuers to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived in accordance with the Credit Documentation) on or prior to 5:00 p.m., New York City time on June 24, 2021 (and, in the event such conditions are not so satisfied or waived, the Credit Documentation and the Commitments shall terminate at such time).

Funding Date. (A) If the Hotspot Acquisition is consummated on the Funding Date, the The obligations of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make such Borrowings, are subject to Loans hereunder shall not become effective until the satisfaction date on which each of the following conditions is satisfied (or waiver by the Administrative Agent) of following conditions precedent:waived in accordance with Section 9.02): (a) The Acquisition Each Lender, as applicable, shall have been consummated in all material respects received from the Borrower any promissory notes requested pursuant to, and in accordance with the terms of the Purchase Agreementwith, Section 2.10(e). (b) The Specified Purchase Agreement Representations Administrative Agent shall be true and correct in all material respects have received a favorable written opinion (addressed to the Administrative Agent and the Specified Representations shall be true Lenders and correct in all material respects (except in dated the case Funding Date) of any Specified Purchase Agreement Representation or any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or counsel for the respective periodBorrower (which opinion may be from an in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Borrower, this Agreement or the Transactions as the case may be)Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (c) After giving effect to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loans, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. The Administrative Agent shall have received such supplemental documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance reasonably satisfactory evidence of repayment of all indebtedness to be repaid on the Funding Date Administrative Agent and of the discharge of all indebtedness and liens other than indebtedness and liens permitted to remain outstanding under this Agreement (or customary arrangements for such repayment or discharge shall have been made)its counsel. (d) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received a certificate, dated the Funding Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) all representations and warranties of the Credit Parties set forth in the Credit Documents are true and correct on and as of the Funding Date and (ii) on the Funding Date and immediately after giving effect to any Borrowing on the Funding Date, no Default shall have occurred and be continuing. (e) The Administrative Agent, each Lender and each Arranger shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party on or prior to the Funding Date, including, to the extent invoiced at least three (3) business days prior to the Funding Date.invoiced, reimbursement or payment of all reasonable out-of-out of pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under the JPM Fee Letter and any Loan Documenthereunder. (ef) Since The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (g) The Borrower shall provide evidence satisfactory to the Administrative Agent that all governmental and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the Transactions contemplated hereby shall have been obtained and be in full force and effect. (h) With respect to the Borrower and its Subsidiaries (including the Target and its Subsidiaries), the Lenders shall have received projections in form and substance satisfactory to the Lenders for the period through the Revolving Maturity Date. (i) The Lenders shall have received a solvency certificate from the chief financial officer of the Borrower dated as of the Funding Date and substantially in the form annexed as Exhibit F. (j) The Administrative Agent shall have received a certificate, dated the Funding Date and signed by a Financial Officer of the Borrower, setting forth reasonably detailed computations evidencing compliance with the Leverage Ratio and the Interest Coverage Ratio as of the Funding Date giving pro-forma effect to the consummation of any borrowings made on the Funding Date. (k) The Borrower shall have consummated (or shall substantially contemporaneously consummate) the Acquisition. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on September 30, 20142015 (and, in the event such conditions are not so satisfied or waived, the Acquired Business and its Transferred Subsidiaries (as defined in the Acquisition AgreementCommitments shall terminate at such time), taken as a whole, have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have not had, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this clause (e), “Company Material Adverse Effect” shall have the meaning set forth in the Purchase Agreement.

Funding Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Effective Date shall have occurred. (b) Since November 15, 2021, there shall not have occurred a Company Material Adverse Effect (as defined in either Funding Date Acquisition Agreement) that is continuing. (c) The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: (i) the Collateral Documents and the Guarantee Agreement, duly executed by each party thereto, together with: (A) If the Hotspot Acquisition certificates representing the shares of capital stock or other Equity Interests (in each case, to the extent certificated) required to be pledged by any Loan Party (including the Parent Guarantor and the Borrower) pursuant to the Collateral Agreements, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, (B) each promissory note (if any) required to be pledged by any Loan Party (including the Parent Guarantor the Borrower) pursuant to the Collateral Agreements, endorsed in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof, Redline Waldencast - Credit Agreement (as amended by the Second Amendment) 2324969v9 and WALD - Credit Agreement (conformed through Third Amendment) 2412084v2 04/26/2024 1:14:08 PM (C) one or more intellectual property security agreements, duly executed and delivered by each Loan Party required to be party thereto pursuant to the Collateral Agreements, (D) UCC-1 financing statements with respect to each Loan Party, in proper form for filing with the applicable Governmental Authority, and (ii) except to the extent previously delivered pursuant to Section 4.01(b) (although in respect of Parent Guarantor, a certificate complying with the requirements of this Section 4.02(c)(ii) shall be delivered to reflect the appointment of the Replacement General Partner as general partner of Parent Guarantor in the period between the Effective Date and the Funding Date), a certificate of each Loan Party party to any Loan Document as of the Funding Date, dated as of the Funding Date and executed by a secretary, assistant secretary or other Responsible Officer thereof, which shall: (A) certify that: (1) attached thereto is consummated a true and complete copy of the certificate or articles of incorporation, formation or organization (including all amendments thereto) of such Loan Party (and in relation to any Loan Party incorporated in Jersey, a copy of all consents to issue shares issued to it under the Control of Borrower (Jersey) Order 1958 and all other Jersey regulatory approvals, authorizations, consents, licenses, permits or registrations issued to it (if any)) certified as of a recent date by the relevant authority of its jurisdiction of incorporation, association, organization, formation or registration, (2) such certificate or articles of incorporation, formation or organization of such Loan Party attached thereto have not been amended (except as attached thereto) since the date reflected thereon and are in full force and effect, (3) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, together with all amendments thereto as of the Effective Date and such by-laws or operating, management, partnership or similar agreements are or is in full force and effect and (4) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member, general partner, shareholders or other applicable governing body authorizing the execution, delivery and performance of the Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which such Loan Party is a party on the Effective Date and (ii) a good standing (or equivalent) certificate as of a recent date for such Loan Party from the Redline Waldencast - Credit Agreement (as amended by the Second Amendment) 2324969v9 and WALD - Credit Agreement (conformed through Third Amendment) 2412084v2 04/26/2024 1:14:08 PM relevant authority of its jurisdiction of incorporation, association, organization, formation or registration (to the extent applicable) and a bring down report from the corporate service provider from which such certificates were obtained verifying that such Loan Party is in good standing on the Funding Date (or, if not reasonably practicable to receive such bring down report on the Funding Date, on the obligations of day that is one (1) Business Day prior to the B-1 Term Loan Funding Date). (d) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Incremental B-2 Term Funding Date) of (i) ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, United States counsel to the Loan Parties, (ii) Walkers (Cayman) LLP, Cayman Islands counsel to the Lenders and (iii) Walkers (Jersey) LLP, Jersey counsel to the Administrative Agent and the Lenders, respectively, each in form and substance reasonably satisfactory to make such Borrowings, are subject to the satisfaction (or waiver by the Administrative Agent) of following conditions precedent: (a) . The Acquisition shall have been consummated in all material respects in accordance with the terms of the Purchase AgreementBorrower hereby requests such counsel to deliver such opinions. (be) The Specified Purchase Agreement Representations Administrative Agent shall be true have received a Solvency Certificate, dated the Funding Date and correct in all material respects signed by a Financial Officer of the Parent Guarantor. (f) The Administrative Agent shall have received a certificate, dated the Funding Date and signed by a Responsible Officer of each of the Parent Guarantor and the Borrower, certifying that there have been no material changes (or, in the case of the Parent Guarantor, no changes that would be materially adverse to the Lenders) to the documents delivered pursuant to Section 4.01(b) with respect to the Parent Guarantor or the Borrower, in each case, since the Effective Date. (g) The Administrative Agent shall have received a Borrowing Request as required by Section 2.03. (h) (i) The Specified Representations shall be true and correct in all material respects (except in the case of provided that, any Specified Purchase Agreement Representation such representations and warranties that are qualified by Material Adverse Effect or any Specified Representation which expressly relates to a given date or period, such representation and warranty other materiality qualifier shall be true and correct in all respects) as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in the case of any such representations or warranties qualified by Material Adverse Effect or other materiality qualifier, in all respects) as of such earlier date and (ii) the Specified Acquisition Agreement Representations shall be true and correct in all respects as of such date except to the respective date or for the respective periodextent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all respects as the case may be)of such earlier date. (ci) After giving effect to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loans, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. The Administrative Agent shall have received reasonably satisfactory evidence of repayment of all indebtedness to be repaid on a certificate, dated the Funding Date and signed by a Responsible Officer of the discharge of all indebtedness Borrower, certifying as to the conditions set forth in clauses 4.02(b), (h), (k) and liens other than indebtedness and liens permitted to remain outstanding under this Agreement (or customary arrangements for such repayment or discharge shall have been madel). (dj) The Administrative Agent shall have received schedules to this Agreement, updated as of the Funding Date and in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, provided that, (i) Borrower the Administrative Agent and the Lenders agree that such schedules shall have paid be deemed to be satisfactory if such updated schedules do not differ from the Amendment Fees (corresponding schedules attached hereto as defined of the Amendment) Effective Date in a manner that is material and adverse to the Lenders and (ii) the Lenders shall be deemed to have consented to any such updated schedules unless the Required Lenders shall have objected in writing within three (3) Business Days after receipt of any such updated schedules. Redline Waldencast - Credit Agreement (as amended by the Second Amendment) 2324969v9 and WALD - Credit Agreement (conformed through Third Amendment) 2412084v2 04/26/2024 1:14:08 PM (k) The Existing Credit Agreement Refinancing shall have occurred or will occur on the Funding Date. (l) The Funding Date Acquisitions shall have been, or substantially concurrently with the initial Borrowing under this Agreement shall be, consummated in all material respects in accordance with the Funding Date Acquisition Agreements, without giving effect to any modification, amendments, consents or waivers to, or any actions taken by the Parent Guarantor, the Borrower or any of its Affiliates in respect of, the Funding Date Acquisition Agreements that are material and adverse to the Lenders or the Arrangers without the prior written consent of the Arrangers; provided that, (i) any change to the definition of “Company Material Adverse Effect” (as defined in either Funding Date Acquisition Agreement) without such consent shall be deemed to be materially adverse to the Lenders and the Arrangers, and (ii) any change in the purchase price in connection with either Funding Date Acquisition shall not be deemed to be material and adverse to the interests of the Lenders and the Arrangers; provided that, (A) any resulting reduction in each case shall be allocated to reduce the aggregate principal amount of the Term Loans, and (B) any increase in purchase price (excluding any purchase price adjustments in accordance with the terms of either Funding Date Acquisition Agreement) shall be funded with the proceeds of an equity contribution. (i) The Administrative Agent shall have received, at least three (3) Business Days prior to the Funding Date, all documentation and other information regarding the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing at least ten (10) Business Days prior to the Funding Date and (ii) to the extent any Guarantor qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Funding Date, any Lender that has requested, in a written notice to the Borrower at least three (3) Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to such Guarantor shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (m) shall be deemed to be satisfied). (n) The Administrative Agent shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party on or prior to the Funding Date, including, to the extent invoiced at least three two (32) business days Business Days prior to the Funding Date., reimbursement or payment of all reasonable and documented out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower any Loan Party under the JPM Fee Letter and any Loan Document. (eo) Since September 30[Reserved.] (p) To the extent requested at least three (3) Business Days prior to the Funding Date, 2014a Note executed by the Borrower in favor of each Lender which has requested a Note pursuant to Section 2.10(e) shall have been received by each such Lender. (q) The Administrative Agent shall have received: (i) duly completed grantor consent forms signed by the relevant grantor and any individual named therein as the contact for service for the applicable grantor consenting to the inclusion of their name and contact details in a financing statement on the SIR against the relevant grantor in respect of the security interest to be created pursuant to each Jersey Collateral Agreement, Redline Waldencast - Credit Agreement (as amended by the Second Amendment) 2324969v9 and WALD - Credit Agreement (conformed through Third Amendment) 2412084v2 04/26/2024 1:14:08 PM (ii) a search on the SIR made against each grantor on the Funding Date showing that no financing statement have been registered against it (other than in favor of the Administrative Agent), (iii) a verification statement issued by the Registrar of the SIR indicating that a financing statement has been successfully registered in respect of each grantor under each Jersey Collateral Agreement, (iv) a copy of each duly executed notice and acknowledgement required to be given in connection with each Jersey Collateral Agreement, and (v) in relation to the Borrower and Obagi Holdco 2 Limited, a copy of a special resolution amending its articles of association to permit the taking and enforcement of security without, inter alia, a right for directors to refuse, in their discretion, to register a transfer of shares and an extract of its register of members including an annotation identifying the shares over which security has been granted, duly authorized by an authorized signatory of that company as at the date of the relevant Jersey Collateral Agreement. provided that, notwithstanding the foregoing, to the extent that any security interest in any Collateral is not, or cannot be, provided and/or perfected on the Funding Date (other than the pledge and perfection of the security interests (1) in the certificated equity securities of the Borrower and any Domestic Subsidiary and (2) in other assets with respect to which a lien may be perfected by the filing of a UCC financing statement) after the Loan Parties’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent under this Section 4.02 but instead shall be required to be delivered after the Funding Date pursuant to arrangements to be mutually agreed by the Borrower and the Administrative Agent not later than ninety (90) days after the Funding Date or such longer period as may be agreed by the Administrative Agent in its reasonable discretion. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Acquired Business obligations of the Lenders to make Loans and its Transferred Subsidiaries of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (as defined or waived in accordance with the Section 9.02) on or prior to 5:00 p.m., New York City time on August 15, 2022 (and, in the Acquisition Agreementevent such conditions are not so satisfied or waived, this Agreement and the Commitments shall terminate at such time), taken as a whole, have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have not had, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this clause (e), “Company Material Adverse Effect” shall have the meaning set forth in the Purchase Agreement.

Funding Date. (A) If the Hotspot Acquisition is consummated on the Funding Date, the The obligations of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make such Borrowings, are subject Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the satisfaction date on which each of the following conditions is satisfied (or waiver by the Administrative Agent) of following conditions precedent:waived in accordance with Section 9.02): (a) The Acquisition Signing Date shall have been consummated in all material respects in accordance with the terms of the Purchase Agreementoccurred. (b) The Specified Purchase Agreement Representations Borrower shall have delivered a Borrowing Request in accordance with the requirements of Section 2.03. (c) The Lenders shall have received true and complete copies of the Spin-Off Agreements and, to the extent requested by any Arranger at least three (3) Business Days prior to the Funding Date, all other material agreements entered into in connection with the Spin-Off. The terms of all such agreements shall be true and correct consistent in all material respects with the information set forth in, and the Specified Representations forms of such agreements filed with, the Form 10 or otherwise reasonably satisfactory to the Arrangers (it being agreed that the terms set forth in, and the forms of such agreements filed with, the Form 10 are reasonably satisfactory to the Arrangers), and no term or condition of such agreements shall have been waived, amended or otherwise modified in a manner material and adverse to the rights or interests of the Lenders without the prior approval of the Arrangers, it being agreed that the Arrangers will act reasonably in making any such determination (and if the Borrower notifies the Arrangers of any such waiver, amendment or modification, the Arrangers shall, upon request of the Borrower in writing, confirm to the Borrower whether any such prior approval is required). (d) The Form 10 shall have been declared effective by the SEC and all conditions to the Spin-Off set forth in the Form 10 shall have been satisfied (or shall be true and correct in all material respects satisfied on the Funding Date immediately following the occurrence of the Spin-Off) or waived (except in the case of any Specified Purchase Agreement Representation waiver material and adverse to the rights or any Specified Representation which expressly relates interests of the Lenders, subject to a given date the receipt of the approval of the Arrangers), and the Cabinets Business Transfers, the Spin-Off and the FBHS Cash Payment shall have been consummated or period, such representation and warranty shall be true consummated on the Funding Date following the making of the Loans, on terms consistent with applicable law and, in all material respects, with the information set forth in, and correct the forms of agreements filed with, the Form 10 and the pro forma financial information heretofore delivered to the Arrangers. There shall be no material payments by the Borrower to FBHS in connection with the Spin-Off other than the payment of the FBHS Cash Payment, repayment of existing intercompany debt and other payments described in the Form 10, and the assets, liabilities and capitalization of the Borrower after giving effect to the FBHS Cash Payment and all related transactions shall be consistent in all material respects as of with the respective date or for pro forma financial statements heretofore delivered to the respective period, as Lenders (it being agreed that the case FBHS Cash Payment may bebe in an aggregate amount up to $940,000,000). (ce) After The Lenders shall have received (a) a favorable solvency certificate from the chief financial officer of the Borrower dated as of the Funding Date (and after giving effect to the application Transactions) and in customary form and affirming that a favorable solvency opinion (as to solvency of the proceeds Borrower and its Subsidiaries) was delivered by a nationally recognized advisory firm to the Board of Directors of FBHS, and (b) copies of the Term B-1 Term Loans private letter ruling from the Internal Revenue Service, if obtained, and the Incremental B-2 Term Loanslegal opinions by FBHS (or customary short form opinions of legal counsel relating thereto) as to the tax free nature of the Spin-Off (in each case, the Target and its subsidiaries on a non-reliance basis). (f) The Lenders shall have outstanding received (i) audited consolidated financial statements of the Borrower for the two most recent fiscal years ended prior to the Funding Date as to which such financial statements are available, (ii) unaudited interim consolidated financial statements of the Borrower for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph (f) as to which such financial statements are available (and in any event, for each such quarterly period ending more than forty-five (45) days prior to the Funding Date) (in each case of the preceding clauses (i) and (ii), giving effect to the transfer of the Cabinets Business to the Borrower) and (iii) the Borrower’s most recent projected income statement, balance sheet and cash flows through 2027, in each case giving effect to the Spin-Off and the transactions related thereto, together with such information as the Administrative Agent and the Lenders shall reasonably request (including, without limitation, a detailed description of the assumptions used in preparing such projections). (g) There shall be no thirdlitigation or administrative proceeding that would reasonably be expected to have a material adverse effect on the Spin-Off. (h) All governmental and third party indebtedness for borrowed moneyapprovals necessary or, other than indebtedness permitted to in the discretion of the Administrative Agent, advisable in connection with the Transactions shall have been obtained and be outstanding under this Agreementin full force and effect. (i) The Collateral and Guarantee Requirement shall have been satisfied. The Administrative Agent shall have received a completed perfection certificate, dated the Funding Date and signed by an executive officer or a Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the perfection certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory evidence to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 6.02 or have been, or substantially contemporaneously with the initial funding of repayment of all indebtedness to be repaid Loans on the Funding Date and of the discharge of all indebtedness and liens other than indebtedness and liens permitted to remain outstanding under this Agreement (or customary arrangements for such repayment or discharge shall have been made)will be, released. (dj) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) Administrative Agent, each Lender and (ii) Administrative Agent each Arranger shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party on or prior to the Funding Date, including, to the extent invoiced at least three (3) business days prior to the Funding Date.invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under the JPM Fee Letter and any Loan Documenthereunder. (ek) Since September 30There shall not have occurred since December 26, 20142021, any event, condition or circumstance that has had or would reasonably be expected to have a material adverse effect on the Acquired Business business, results of operations, properties, assets or financial condition of the Borrower and its Transferred Subsidiaries (as defined in the Acquisition Agreement)subsidiaries, taken as a whole, or on the Cabinets Business. (l) The Administrative Agent shall have not suffered received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Funding Date) of counsel for the Loan Parties (which may include opinions of in house counsel) in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Loan Parties, this Agreement or the Transactions as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (i) Each Lender, as applicable, shall have received from the Borrower any adverse change promissory notes requested pursuant to, and in accordance with, Section 2.10(e), and (ii) subject to their respective businessesSection 5.10(e), assetsthe Administrative Agent shall have received duly executed copies of the Subsidiary Guaranty, operations the Security Agreement and the other documents and certificates identified on Exhibit E attached hereto (including, without limitation, documents and certificates which the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, this Agreement or financial positionthe Transactions), except such changes which all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (n) The Administrative Agent shall have not hadreceived a certificate, individually or in dated the aggregateFunding Date and signed by the President, a Company Vice President or a Financial Officer of the Borrower, confirming (i) that the Funding Date Representations shall be true and correct in all material respects (and in all respects if qualified by Material Adverse Effect. For purposes Effect or other materiality qualifier) on and as of this clause the Funding Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (e), “Company and in all respects if qualified by Material Adverse Effect” Effect or other materiality qualifier) on and as of such earlier date, (ii) that, as of the Funding Date, no Default shall have occurred and be continuing, and (iii) compliance with the meaning conditions set forth in paragraphs (d), (g), (h) and (k) of this Section 4.02. (o) The Administrative Agent shall have received updated disclosure schedules to the Purchase AgreementCredit Agreement reflecting updates after giving effect to the Spin-Off and related Transactions, which schedules shall be reasonably acceptable to the Administrative Agent. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on March 31, 2023 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).