Common use of Signing Date Clause in Contracts

Signing Date. This Agreement shall not become effective until the satisfaction (or waiver in accordance with Section 9.02) of the following conditions: (a) The Administrative Agent shall have received from each party hereto (other than the Belgian Borrower) either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a completed Perfection Certificate dated the Signing Date and signed by an Authorized Officer of the U.S. 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 Borrowers and their Designated Subsidiaries in their respective jurisdictions or organization and such other lien searches as requested by the Administrative Agent. (c) The Administrative Agent, the Lenders and the Arrangers shall have received all documentation and other information about the Loan Parties as has been reasonably requested by the Administrative Agent or any Lender or Arranger in writing at least 10 days prior to the Signing Date and that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (d) The Administrative Agent shall have received (i) true and complete copies of the Organizational Documents of each Person that is a Loan Party as of the Signing Date and a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors or other governing body, as applicable, of each Person that is a Loan Party as of the Signing Date (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, together with such certificates relating to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of the Signing Date, dated the Signing Date, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of such Loan Party, and attaching the documents referred to in clause (i) above.

Signing Date. This The effectiveness of this Agreement shall not become effective until is subject to the satisfaction (or waiver in accordance with Section 9.02) by the Administrative Agent at the direction of each Lender of each of the following conditionsconditions precedent on the date hereof: (a) The Administrative Agent (or its counsel) shall have received from each party hereto (other than the Belgian Borrower) and thereto either (i) a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include a facsimile transmission telecopy transmission, or other electronic transmission of a PDF copy, of a signed counterpart signature page of this Agreement or the Parent Guarantee and Pledge Agreement) that such party has signed a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement, in each case, to which it is a party. (b) The Administrative Agent representations and warranties set forth in Article III hereof shall have received a completed Perfection Certificate dated the Signing Date be true and signed by an Authorized Officer correct in all material respects on and as of the U.S. Borrowerdate hereof with the same effect as though made on and as of such date, together with except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all attachments contemplated thereby, including material respects as of such earlier date) or except to the results of a search extent such representations and warranties are expressly intended to be made as of the Uniform Commercial Code Closing Date or conditioned on the occurrence of the Closing Date (in which case such representations and warranties shall be true and correct in all material respects as of the Closing Date or equivalent) filings made with respect conditioned on the occurrence of the Closing Date, as applicable), as applicable (and, in all cases, to the Borrowers extent qualified by materiality, true and their Designated Subsidiaries correct in their respective jurisdictions or organization and such other lien searches as requested by the Administrative Agentall respects). (c) Since December 31, 2023, there shall not have occurred a Material Adverse Effect. (i) The Administrative Agent, the Lenders Agent and the Arrangers Collateral Agent shall have received at least three (3) Business Days prior to the date hereof all documentation and other information about required by regulatory authorities with respect to the Loan Parties as Borrower and the Parent under applicable “know your customer” and Anti-Corruption Laws, and Anti-Money Laundering Laws, and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Administrative Agent or any Lender or Arranger in writing at least 10 ten (10) days in advance of the date hereof and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received a Beneficial Ownership Certification in relation to the Borrower at least one (1) day prior to the Signing Date date hereof (provided that, upon execution and that they reasonably determine is required delivery by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationssuch Lender of its signature page to this Agreement, including without limitation the USA PATRIOT Actcondition set forth in this clause (e) shall be deemed satisfied). (de) As of the date hereof and immediately thereafter, no Event of Default or Default shall have occurred and be continuing. (f) 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 of the Borrower and the Parent, in each case dated the date hereof and certifying as to the satisfaction of the conditions set forth in Section 4.01(b), Section 4.01(c) and Section 4.01(e). (g) The due and valid execution of the Series C Preferred Stock Purchase Agreement, dated as of April 26, 2024, among the Parent and the purchasers party thereto, as modified or supplemented from time to time. For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received (i) true and complete copies of the Organizational Documents of each Person that is a Loan Party as of the Signing Date and a copy of the resolutions, in form and substance reasonably satisfactory written notice from such Lender prior to the Administrative Agent, of the Board of Directors or other governing body, as applicable, of each Person that is a Loan Party as of the Signing Date (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating proposed signing date specifying its objection thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, together with such certificates relating to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of the Signing Date, dated the Signing Date, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of such Loan Party, and attaching the documents referred to in clause (i) above.

Signing Date. This Agreement (but not the Lenders’ Commitments hereunder) shall not become effective until and shall be binding upon and inure to the satisfaction (or waiver in accordance with Section 9.02) benefit of the following conditionsparties hereto and their respective successors and assigns on and as of the first date (the “Signing Date”) on which the Borrower has furnished to the Administrative Agent the following: (a) The Administrative Agent shall have received from From each party hereto (other than the Belgian Borrower) either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include a facsimile transmission telecopy or other electronic transmission of a signed counterpart signature page of this Agreement) that such party has signed a counterpart of this Agreement.; and (b) The Administrative Agent shall have received a completed Perfection Certificate An officer’s certificate, substantially in the form of Exhibit F, dated as of the Signing Date and Date, signed by an Authorized Officer of the U.S. Borrower, together with certifying that (x) on the Signing Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Sections 5.01, 5.02 and 5.03 are true and correct in all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code material respects (or equivalent) filings made with respect except to the Borrowers extent such representations and their Designated Subsidiaries warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in their respective jurisdictions or organization which case such representations and such other lien searches as requested by the Administrative Agent. (c) The Administrative Agent, the Lenders and the Arrangers warranties shall have received all documentation and other information about the Loan Parties as has been reasonably requested by the Administrative Agent or any Lender or Arranger in writing at least 10 days prior to the Signing Date and that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (d) The Administrative Agent shall have received (i) be true and complete copies of the Organizational Documents of each Person that is a Loan Party as of the Signing Date and a copy of the resolutions, correct in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors or other governing body, as applicable, of each Person that is a Loan Party as of the Signing Date (or a duly authorized committee thereofall respects) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, together with such certificates relating to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of the Signing Date, dated the Signing Date, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory except to the Administrative Agentextent 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 (except to the extent such representations and warranties are qualified with appropriate insertions“materiality” or “Material Adverse Effect” or similar terms, executed by an Authorized Officer in which case such representations and warranties shall be true and correct in all respects) on and as of such Loan Party, and attaching the documents referred to in clause (i) aboveearlier date.

Signing Date. This Agreement (but not the Lenders’ Commitments hereunder) shall not become effective until and shall be binding and inure to the satisfaction (or waiver in accordance with Section 9.02) benefit of the following conditionsparties hereto and their respective successors and assigns on and as of the first date (the “Signing Date”) on which WBA has furnished to the Administrative Agent the following: (a) The Administrative Agent shall have received from From each party hereto (other than the Belgian Borrower) either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include a facsimile transmission telecopy or other electronic transmission of a signed counterpart signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a completed Perfection Certificate dated the Signing Date and signed by an Authorized Officer of the U.S. 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 Borrowers and their Designated Subsidiaries in their respective jurisdictions or organization and such other lien searches as requested by the Administrative Agent. (c) The Administrative Agent, the Lenders and the Arrangers shall have received all documentation and other information about the Loan Parties as has been reasonably requested by the Administrative Agent or any Lender or Arranger in writing at least 10 days prior to the Signing Date and that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (d) The Administrative Agent shall have received (i) true and complete copies of the Organizational Documents of each Person that is a Loan Party as of the Signing Date and a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors or other governing body, as applicable, of each Person that is a Loan Party as of the Signing Date (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, together with such certificates relating to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of the Signing Date, dated the Signing DateAn officer’s certificate, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory to F, dated as of the Administrative AgentSigning Date, with appropriate insertions, executed signed by an Authorized Officer of WBA, certifying that (x) on the Signing Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent such Loan Partyrepresentations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and attaching warranties shall be true and correct in all respects) as of the documents referred Signing Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in clause which case such representation or warranty shall have been true and correct in all material respects (iexcept 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) aboveon and as of such earlier date.

Signing Date. This Agreement and the Commitments hereunder shall not become effective until on the satisfaction date on which each of the following conditions is satisfied (or waiver waived in accordance with Section 9.02) of the following conditions:): (a) The Administrative Agent shall have received from each party hereto (other than the Belgian Borrower) either to this Agreement (i) a counterpart of this Agreement signed on behalf of each such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission or other electronic transmission of a signed counterpart of this Agreement) that such party has signed such a counterpart (in each case, which, subject to Section 9.06(b), may include any Electronic Signatures transmitted by telecopy, emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page), and upon the Administrative Agent’s execution and delivery of its signature page to this Agreement, the condition set forth in this clause (a) shall be deemed to be satisfied. (b) The Administrative Agent shall have received a completed Perfection Certificate dated such customary documents and certificates as the Signing Date Administrative Agent may reasonably request relating to the organization, existence and signed by an Authorized Officer good standing of the U.S. Borrower, together with all attachments contemplated thereby, including the results of a search authorization of the Uniform Commercial Code (or equivalent) filings made with respect Financing Transactions and any other legal matters relating to the Borrowers and their Designated Subsidiaries Borrower, this Agreement or the Transactions, in their respective jurisdictions or organization and such other lien searches as requested by each case reasonably satisfactory to the Administrative Agent. and upon the Administrative Agent’s execution and delivery of its signature page to this Agreement, the condition set forth in this clause (b) shall be deemed to be satisfied. (ci) The Administrative Agent, the Lenders and the Arrangers Agent shall have received received, at least five days prior to the Signing Date, all documentation and other information about regarding the Loan Parties as has been reasonably requested by in connection with applicable “know your customer” and Anti-Money Laundering Laws and regulations, including the Administrative Agent or any Lender or Arranger Patriot Act, to the extent requested in writing of the Borrower at least 10 days prior to the Signing Date and that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (d) The Administrative Agent shall have received (i) true and complete copies of the Organizational Documents of each Person that is a Loan Party as of the Signing Date and a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors or other governing body, as applicable, of each Person that is a Loan Party as of the Signing Date (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, together with such certificates relating to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) any Lender who has made a certificate of each Person that is a Loan Party as of request therefor at least 10 days prior to the Signing Date, dated shall have received a Beneficial Ownership Certification in relation to each Loan Party at least five days prior to the Signing Date, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory Date solely to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of extent such Loan PartyParty qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (provided that, upon the execution and attaching delivery by such Lender of its signature page to this Agreement, the documents referred to condition set forth in this clause (iii) aboveshall be deemed to be satisfied).

Signing Date. This Agreement The “Signing Date” shall not become effective until occur upon the satisfaction (or waiver in accordance with Section 9.02) ), in each case on the date hereof, of each of the following conditions: (a) The Administrative Agent shall have received from each party hereto (other than the Belgian Borrower) either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a completed Perfection Certificate Secretary’s Certificate, dated the Signing Date and signed by an Authorized Officer the Secretary or Assistant Secretary of the U.S. Borrower, in form and substance reasonably satisfactory to the Administrative Agent, 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 Borrowers and their Designated Subsidiaries in their respective jurisdictions or organization and such other lien searches as requested by the Administrative Agent. (c) The Administrative Agent, Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Arrangers Signing Date) of the General Counsel and/or In-House Counsel of the Borrower, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received all fees due and payable on or prior to the Signing Date, and, to the extent invoiced at least one Business Day prior to the Signing Date, other amounts due and payable on or prior to the Signing Date (including reasonable fees, charges and disbursements of Cravath, Swaine & ▇▇▇▇▇, LLP) required to be paid or reimbursed by the Borrower. (e) The Lenders shall have received all documentation and other information about the Loan Parties as has been reasonably requested by the Administrative Agent or any Lender or Arranger in writing at least 10 days prior to the Signing Date and that they reasonably determine is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (d) The Administrative Agent shall have received (i) true and complete copies of , reasonably requested by the Organizational Documents of each Person that is a Loan Party as of the Signing Date and a copy of the resolutions, Lenders in form and substance reasonably satisfactory writing at least four Business Days prior to the Administrative Agent, of the Board of Directors or other governing body, as applicable, of each Person that is a Loan Party as of the Signing Date (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, together with such certificates relating to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of the Signing Date, dated the Signing Date, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of such Loan Party, and attaching the documents referred to in clause (i) above.

Signing Date. This Agreement shall not become effective until the satisfaction (or waiver in accordance with Section 9.02) date on which each of the following conditions:conditions is satisfied (which shall occur, if at all, on or prior to April 15, 2016): (a) The receipt by the Administrative Agent shall have received from of counterparts hereof signed by each of the parties hereto other than the Parent Guarantors (or, in the case of any party hereto (other than the Belgian BorrowerParent Guarantors) either as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form reasonably satisfactory to it of telegraphic or other written confirmation from such party of execution of a counterpart hereof by such party); (b) payment by the Principal Borrower of (i) a counterpart of this Agreement signed on behalf of such party or all fees and (ii) evidence satisfactory other amounts due and payable to the Agents and the Lenders on or before the Signing Date and for which, in the case of this clause (ii), invoices have been received by the Principal Borrower not later than the second Domestic Business Day prior to the Signing Date; and (c) the Principal Borrower shall have provided the documentation and other information relating to JCI to the Administrative Agent (which may include a facsimile transmission or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a completed Perfection Certificate dated the Signing Date and signed by an Authorized Officer of the U.S. 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 Borrowers and their Designated Subsidiaries in their respective jurisdictions or organization and such other lien searches as requested by the Administrative Agent. (c) The Administrative Agent, the Lenders and the Arrangers shall have received all documentation and other information about the Loan Parties as has been reasonably requested by the Administrative Agent or any Lender or Arranger in writing at least 10 days prior to the Signing Date and that they reasonably determine is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation limitation, the USA PATRIOT Act. (d) , to the extent such information was reasonably requested by a Lender or the Administrative Agent at least 10 Domestic Business Days prior to the Signing Date. The Administrative Agent shall have received (i) true and complete copies of promptly notify the Organizational Documents of each Person that is a Loan Party as of the Signing Date and a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors or other governing body, as applicable, of each Person that is a Loan Party as of the Signing Date (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party, (B) in the case of the U.S. Principal Borrower, the extensions of credit hereunder, together with such certificates relating Lenders and each other party to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as this Agreement of the Signing Date, dated the Signing Date, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of and such Loan Party, notice shall be conclusive and attaching the documents referred to in clause (i) abovebinding.

Signing Date. This Agreement shall not become be effective until the satisfaction date on which each of the following conditions is satisfied (or waiver waived in accordance with Section 9.02) of the following conditions:10.02): (a) The Administrative Agent (or its counsel) shall have received on or before the date of this Agreement from each party hereto (other than the Belgian Borrower) either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which Agent(which may include a facsimile transmission or other electronic transmission of a signed counterpart signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a completed Perfection Certificate favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Signing Date and signed by an Authorized Officer date of this Agreement) of (i) the general counsel of the U.S. BorrowerBorrower in substantially the form attached as Exhibit C-1, together with all attachments contemplated thereby(ii) Vischer, including the results of a search special Swiss counsel of the Uniform Commercial Code Guarantor, in substantially the form attached as Exhibit C-2 and (or equivalentiii) filings made with respect to ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel of the Borrowers and their Designated Subsidiaries Obligors, in their respective jurisdictions or organization and such other lien searches substantially the form attached as requested by the Administrative AgentExhibit C-3. (c) The Administrative Agent, the Lenders and the Arrangers shall have received all documentation and other information about the Loan Parties as has been reasonably requested by the Administrative Agent or any Lender or Arranger in writing at least 10 days prior to the Signing Date and that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (d) The Administrative Agent shall have received (i) true and complete on or before the date of this Agreement certified copies of the Organizational Documents charter, by-laws and other constitutive documents of each Obligor and of resolutions of the board of directors of each Obligor authorizing the Transactions, together with incumbency certificates dated the date of this Agreement evidencing the identity, authority and capacity of each Person that is a authorized to execute and deliver this Agreement, the other Loan Party as of the Signing Date Documents and a copy of the resolutionsany other documents to be delivered by such Obligor pursuant hereto, all in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors or other governing body, as applicable, Lead Arrangers and their counsel. (d) The representations and warranties of each Person Obligor set forth in Article III of this Agreement are true and correct (other than any such representation and warranty that is by its terms refers to a Loan Party date prior to the date of this Agreement, in which case such representation and warranty shall be true and correct as of the Signing Date (or a duly authorized committee thereofsuch date) authorizing (A) the execution, delivery on and performance of the Loan Documents (and any agreements relating thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, together with such certificates relating to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of the Signing Date, dated ; (e) As of the Signing Date, substantially in and following the form effectiveness of Exhibit M hereto or otherwise this Agreement, no Default has occurred and is continuing. (f) The Administrative Agent shall have received evidence reasonably satisfactory to it of the consent of CT Corporation System in New York, New York to the appointment and designation provided by Section 10.09(b). (g) The Borrower shall have paid all fees required to be paid by it on the Signing Date in accordance with the terms of the Fee Letters and, unless waived by the Administrative AgentAgent and the Lead Arrangers, the Borrower shall have paid all legal fees and expenses of the Administrative Agent and the Lead Arrangers required to be paid pursuant to the terms of this Agreement and to the extent invoiced and received by the Borrower within a reasonable period prior to the Signing Date. (h) Each of the Lenders who has requested the same through the Administrative Agent within a reasonable period prior to the Signing Date shall have received “know your customer” and similar information as required to comply with appropriate insertionsbank regulatory authorities, executed by an Authorized Officer of such Loan Party, anti-money laundering regulations and attaching the documents referred to in clause Act. (i) aboveThe conditions to the initial effectiveness of the ADT Revolving Credit Facility shall have been satisfied. Delivery of a certificate signed by a Responsible Officer of the Borrower or the Guarantor shall be deemed to constitute a representation and warranty by the Obligors on the Signing Date as to the matters specified in clauses (d) and (e) of this Section 4.01.

Signing Date. This The effectiveness of this Agreement shall not become effective until is subject to the satisfaction (or waiver in accordance with Section 9.02) by the Administrative Agent at the direction of each Lender of each of the following conditionsconditions precedent on the date hereof: (a) The Administrative Agent (or its counsel) shall have received from each party hereto (other than the Belgian Borrower) and thereto either (i) a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include a facsimile transmission telecopy transmission, or other electronic transmission of a PDF copy, of a signed counterpart signature page of this Agreement or the Parent Guarantee and Pledge Agreement) that such party has signed a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement, in each case, to which it is a party. (b) The Administrative Agent shall have received a completed Perfection Certificate dated the Signing Date and signed by an Authorized Officer each of the U.S. Borrower, together with all attachments contemplated thereby, including the results following (i) executed copies of a search each Material Project Contract set forth in clauses (a) and (b) of the Uniform Commercial Code definition thereof and (or equivalentii) filings made with respect to the Borrowers and their Designated Subsidiaries in their respective jurisdictions or organization and such other lien searches as requested a certification by the Administrative AgentBorrower that each such Material Project Contract shall be in full force and effect. (c) The representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) or except to the extent such representations and warranties are expressly intended to be made as of the Closing Date or conditioned on the occurrence of the Closing Date (in which case such representations and warranties shall be true and correct in all material respects as of the Closing Date or conditioned on the occurrence of the Closing Date, as applicable), as applicable ((and, in all cases, to the extent qualified by materiality, true and correct in all respects). (d) Since December 31, 2022, there shall not have occurred a Material Adverse Effect. (i) The Administrative Agent, the Lenders Agent and the Arrangers Collateral Agent shall have received at least three (3) Business Days prior to the date hereof all documentation and other information about required by regulatory authorities with respect to the Loan Parties as Borrower and the Parent under applicable “know your customer” and Anti-Corruption Laws, and Anti-Money Laundering Laws, and regulations, including without limitation the U.S. PATRIOT Act, that has been reasonably requested by the Administrative Agent or any Lender or Arranger in writing at least 10 ten (10) days in advance of the date hereof and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received a Beneficial Ownership Certification in relation to the Borrower at least one (1) day prior to the Signing Date date hereof (provided that, upon execution and that they reasonably determine is required delivery by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationssuch Lender of its signature page to this Agreement, including without limitation the USA PATRIOT Actcondition set forth in this clause (e) shall be deemed satisfied). (df) The As of the date hereof and immediately thereafter, no Event of Default or Default shall have occurred and be continuing. (g) 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 of the Borrower and the Parent, in each case dated the date hereof and certifying as to the satisfaction of the conditions set forth in Sections 4.01(c), 4.01(d) and 4.01(f). For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received (i) true and complete copies of the Organizational Documents of each Person that is a Loan Party as of the Signing Date and a copy of the resolutions, in form and substance reasonably satisfactory written notice from such Lender prior to the Administrative Agent, of the Board of Directors or other governing body, as applicable, of each Person that is a Loan Party as of the Signing Date (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating proposed signing date specifying its objection thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, together with such certificates relating to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of the Signing Date, dated the Signing Date, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of such Loan Party, and attaching the documents referred to in clause (i) above.

Signing Date. This The effectiveness of this Agreement shall not become effective until is subject to the satisfaction (or waiver in accordance with Section 9.02) by the Administrative Agent at the direction of each Lender of each of the following conditionsconditions precedent on the date hereof: (a) The Administrative Agent (or its counsel) shall have received from each party hereto (other than the Belgian Borrower) and thereto either (i) a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include a facsimile transmission telecopy transmission, or other electronic transmission of a PDF copy, of a signed counterpart signature page of this Agreement or the Parent Guarantee and Pledge Agreement) that such party has signed a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement, in each case, to which it is a party. (b) The Administrative Agent shall have received a completed Perfection Certificate dated the Signing Date and signed by an Authorized Officer each of the U.S. Borrower, together with all attachments contemplated thereby, including the results following (i) executed copies of a search each Material Project Contract set forth in clauses (a) and (b) of the Uniform Commercial Code definition thereof and (or equivalentii) filings made with respect to the Borrowers and their Designated Subsidiaries in their respective jurisdictions or organization and such other lien searches as requested a certification by the Administrative AgentBorrower that each such Material Project Contract shall be in full force and effect. (c) The representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) or except to the extent such representations and warranties are expressly intended to be made as of the Closing Date or conditioned on the occurrence of the Closing Date (in which case such representations and warranties shall be true and correct in all material respects as of the Closing Date or conditioned on the occurrence of the Closing Date, as applicable), as applicable ((and, in all cases, to the extent qualified by materiality, true and correct in all respects). (d) Since December 31, 2022, there shall not have occurred a Material Adverse Effect. (i) The Administrative Agent, the Lenders Agent and the Arrangers Collateral Agent shall have received at least three (3) Business Days prior to the date hereof all documentation and other information about required by regulatory authorities with respect to the Loan Parties as Borrower and the Parent under applicable “know your customer” and Anti-Corruption Laws, and Anti-Money Laundering Laws, and regulations, including without limitation the U.S.A. PATRIOT Act, that has been reasonably requested by the Administrative Agent or any Lender or Arranger in writing at least 10 ten (10) days in advance of the date hereof and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received a Beneficial Ownership Certification in relation to the Borrower at least one (1) day prior to the Signing Date date hereof (provided that, upon execution and that they reasonably determine is required delivery by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationssuch Lender of its signature page to this Agreement, including without limitation the USA PATRIOT Actcondition set forth in this clause (e) shall be deemed satisfied). (df) The As of the date hereof and immediately thereafter, no Event of Default or Default shall have occurred and be continuing. (g) 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 of the Borrower and the Parent, in each case dated the date hereof and certifying as to the satisfaction of the conditions set forth in Sections 4.01(c), 4.01(d) and 4.01(f). For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received (i) true and complete copies of the Organizational Documents of each Person that is a Loan Party as of the Signing Date and a copy of the resolutions, in form and substance reasonably satisfactory written notice from such Lender prior to the Administrative Agent, of the Board of Directors or other governing body, as applicable, of each Person that is a Loan Party as of the Signing Date (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating proposed signing date specifying its objection thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, together with such certificates relating to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of the Signing Date, dated the Signing Date, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of such Loan Party, and attaching the documents referred to in clause (i) above.

Signing Date. This Agreement shall not become effective until take effect upon, and the rights and obligations (other than the obligations of the Lenders to make Loans hereunder) of each party under this Agreement are subject to, the satisfaction (or waiver in accordance with Section 9.02) of the following conditionsconditions precedent: (a) The Administrative Agent (or its counsel) shall have received from each party hereto (other than the Belgian Borrower) either (iA) a counterpart of this Agreement (together with the Schedules hereto) signed on behalf of such party or (iiB) written evidence satisfactory to the Administrative Agent (which may include a facsimile transmission telecopy or other electronic transmission of a signed counterpart signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a completed Perfection Certificate dated such documents and certificates as the Signing Date Administrative Agent or its counsel may reasonably request relating to the organization, existence and signed by an Authorized Officer good standing of each Credit Party, the authorization of the U.S. Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect Transactions and any other legal matters relating to the Borrowers Credit Parties, this Agreement or the Transactions, all in form and their Designated Subsidiaries in their respective jurisdictions or organization and such other lien searches as requested by substance satisfactory to the Administrative AgentAgent and its counsel. (c) The Administrative Agent(x) Each of the First Lien Amendment, the Lenders Fairfax Term Loan Agreement and the Arrangers Note Exchange Agreements from each of the Lenders party to this Agreement shall have become effective and (y) the Administrative Agent shall have received all documentation a certificate from a Responsible Officer of the Borrower (1) certifying that the conditions precedent set forth in Section 5 (other than, in each case, clauses (d), (e) and other information about the Loan Parties as (f) thereof) of each Note Exchange Agreement has been reasonably requested satisfied and (2) attaching a duly executed and delivered copy of each of the First Lien Amendment, the Fairfax Term Loan Agreement and each Note Exchange Agreement from all of the Lenders party to this Agreement, in each case certified by the Administrative Agent or any Lender or Arranger in writing at least 10 days prior to the Signing Date such Responsible Officer as being a true, correct and that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Actcomplete copy of each such agreement. (d) The Administrative Agent shall have received a favorable written opinion (i) true addressed to the Administrative Agent and complete copies of the Organizational Documents of each Person that is a Loan Party as of Lenders and dated the Signing Date Date) of ▇▇▇▇▇▇ and a copy ▇▇▇▇▇, L.L.P., counsel for the Credit Parties, substantially the same as (and not less favorable to the Lenders than) the corresponding opinions delivered pursuant to the Fairfax Term Loan Agreement, covering matters related to due formation and organization, corporate and limited liability status, due authorization, governmental approvals, and execution, non-contravention and enforceability of this Agreement. (e) The Administrative Agent shall have received such other instruments and documents incidental and appropriate to the resolutionstransactions provided for herein as the Administrative Agent or their special counsel may reasonably request prior to the Signing Date, and all such documents shall be in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors or other governing body, as applicable, of each Person that is a Loan Party as of the Signing Date (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, together with such certificates relating to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of the Signing Date, dated the Signing Date, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of such Loan Party, and attaching the documents referred to in clause (i) above.