Shoals Technologies Group, Inc.

EX-10.1 · seniorsecuredcreditagreeme.htm

EX-10.1
 2
 seniorsecuredcreditagreeme.htm
 EX-10.1

 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601 (b)(10)
 Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
 AMENDMENT NO. 7
 AMENDMENT NO. 7, dated as of June 10, 2026 (this “ Amendment ”), is by and among SHOALS TECHNOLOGIES GROUP, INC., a Delaware corporation (the “ Borrower ”), the Guarantors party hereto, WILMINGTON TRUST, NATIONAL ASSOCIATION , as collateral agent (in such capacity, the “ Collateral Agent ”), JPMORGAN CHASE BANK, N.A. (“ JPMorgan ”), as administrative agent (in such capacity, the “ Administrative Agent ”), and the 2026 Incremental Revolving Lenders (as defined below).
 W I T N E S S E T H:
 WHEREAS, the Borrower, the Administrative Agent, the Collateral Agent and the Lenders from time to time party thereto are party to that certain Credit Agreement dated as of November 25, 2020 (as amended by the Incremental Amendment No. 1, dated as of December 22, 2020, Amendment No. 2, dated as of December 30, 2020, Amendment No. 3, dated as of August 26, 2021, Amendment No. 4, dated as of March 18, 2022, Amendment No. 5, dated as of May 2, 2022, Amendment No. 6, dated as of March 19, 2024, and as further amended, restated, amended and restated, supplemented or modified from time to time prior to the date hereof, the “ Existing Credit Agreement ”, and as amended pursuant to this Amendment, the “ Credit Agreement ”);
 WHEREAS, pursuant to Section 2.14(a) of the Existing Credit Agreement, the Borrower has requested that the lenders listed on the signature pages hereto as 2026 Incremental Revolving Lenders (the “ 2026 Incremental Revolving Lenders ”), and the 2026 Incremental Revolving Lenders have agreed to, provide a Revolving Credit Commitment Increase and Incremental Revolving Credit Commitments to the Borrower on the Amendment No. 7 Effective Date (as defined below) in an aggregate principal amount equal to $50,000,000 (such Revolving Credit Commitment Increase and Incremental Revolving Credit Commitments, collectively, the “ 2026 Incremental Revolving Credit Commitments ”), which will be added to (and form part of) the existing Revolving Credit Commitments; and
 WHEREAS, as contemplated by Sections 2.14(c), 2.14(d) and 10.01 of the Existing Credit Agreement, the parties hereto have agreed, subject to the satisfaction of the conditions precedent set forth in Section 4.1 hereof, to amend certain terms of the Existing Credit Agreement as hereinafter provided to give effect to the 2026 Incremental Revolving Credit Commitments and to make certain other changes to the Existing Credit Agreement as described herein.
 NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Existing Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

 ARTICLE I

Definitions and References
 Section 1.1. Terms Defined in the Credit Agreement . Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Credit Agreement shall have the same meanings whenever used in this Amendment.
 Section 1.2. Rules of Construction . The rules of construction specified in Section 1.02 of the Existing Credit Agreement shall apply to this Amendment.
 ARTICLE II

2026 Incremental Revolving Credit Commitments
 Section 2.1. 2026 Incremental Revolving Credit Commitments . Pursuant to Section 2.14 of the Credit Agreement and subject to the satisfaction or waiver of the conditions set forth in Section 4.1 hereof, each of the parties hereto hereby agrees that on the Amendment No. 7 Effective Date:
 (a) Each 2026 Incremental Revolving Lender hereby agrees that its 2026 Incremental Revolving Credit Commitment is the amount set forth opposite such 2026 Incremental Revolving Lender’s name on Schedule 1 attached hereto and that Schedule 2.01(B) to the Existing Credit Agreement shall be replaced in its entirety by Schedule 2 attached hereto. For all purposes under the Loan Documents, the 2026 Incremental Revolving Credit Commitments shall be an increase to the existing Revolving Credit Commitments and all borrowings under thereunder shall be Revolving Credit Loans that rank pari passu in right of payment and security and have the same terms as the existing Revolving Credit Loans (including the same interest rates, maturity, voluntary prepayment terms, mandatory prepayment terms and other terms applicable to the Revolving Credit Loans as set forth in the Credit Agreement). The 2026 Incremental Revolving Loans shall mature on the Maturity Date, subject to the terms set forth in the Credit Agreement;
 (b) The 2026 Incremental Revolving Lenders, the Administrative Agent and the Borrower agree that this Amendment shall constitute both (i) notice from the Borrower pursuant to and in accordance with Section 2.14(a) and Section 2.14(d) of the Existing Credit Agreement and (ii) an Incremental Facility Amendment pursuant to and in accordance with Section 2.14(d) of the Existing Credit Agreement;
 (c) The 2026 Incremental Revolving Credit Commitments shall be in the form of an increase to the Revolving Credit Commitments under the Credit Agreement and thereafter the 2026 Incremental Revolving Credit Commitments and the existing Revolving Credit Commitments shall be treated as a single Class and a single Facility of Revolving Credit Commitments for all purposes under the Credit Agreement and other Loan Documents. As of the Amendment No. 7 Effective Date, after giving effect to the 2026 Incremental Revolving Credit Commitments, the aggregate amount of the Aggregate Commitments pursuant to the Credit Agreement shall be $250,000,000. Effective on and at all times after the Amendment No. 7 Effective Date, each 2026 Incremental Revolving Lender will be bound by all obligations of a Lender and a Revolving Credit Lender under the Credit Agreement. On the Amendment No. 7 Effective Date, after giving effect to the 2026 Incremental Revolving Credit Commitments, (A) each of the Revolving Credit Lenders holding existing Revolving Credit Commitments under the Credit Agreement (the “ Existing Revolving Credit Lenders ”) shall assign to each of the 2026 Incremental Revolving Lenders, and each of the 2026 Incremental Revolving Lenders shall purchase from each of the Existing Revolving Credit Lenders, at the principal amount thereof, such interests in the outstanding Revolving Credit Loans and participations in Letters of Credit outstanding on the Amendment No. 7 Effective Date immediately prior to giving effect to the 2026 Incremental Revolving Credit Commitments that will result in, after giving effect to all such assignments and purchases, such Revolving Credit Loans and participations in Letters of Credit being held by Existing Revolving Credit Lenders and the 2026 Incremental Revolving Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of the 2026 Incremental Revolving Credit Commitments hereby. In connection with the foregoing, the Administrative Agent shall (and is hereby authorized to) take all

 necessary actions to ensure that all Revolving Credit Lenders participate in each Borrowing of Revolving Credit Loans and each repayment thereof (in each case, after giving effect to the incurrence of 2026 Incremental Revolving Loans) on a pro rata basis (based upon the then outstanding principal amount of all Revolving Credit Loans held by the Revolving Credit Lenders at such time); and
 (d) As of the Amendment No. 7 Effective Date, the 2026 Incremental Revolving Credit Commitments shall be incurred under the Incremental Incurrence Test pursuant to Section 2.14(a)(iii)(A) of the Credit Agreement.
 ARTICLE III

Amendments to Existing Credit Agreement and Security Agreement
 Section 3.1. Amendments to Existing Credit Agreement . The Existing Credit Agreement (exclusive of Schedules and Exhibits thereto) is hereby amended by deleting the stricken text (indicated textually in the same manner as the following example: stricken text ) and by inserting the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the pages of the Credit Agreement attached hereto as Exhibit A and by adding a new Schedule 5.07 thereto as set forth herein as Exhibit B .
 Section 3.2. Amendments to Security Agreement . The Security Agreement is hereby amended as follows:
 (a) Section 2(a) of the Security Agreement is hereby amended and restated in its entirety as follows:
 “(a)    “The Borrower and each other Guarantor listed on the signature pages hereof, in order to secure its Secured Obligations, hereby grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all of its right, title and interest (the “ Transaction Liens ”) in the following property of the Borrower or such other Guarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located (the “ Collateral ”):
 (i) all Accounts;
 (ii) all Chattel Paper;
 (iii) all Deposit Accounts, Commodity Accounts and Securities Accounts;
 (iv) all Documents;
 (v) all Equipment;
 (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property);
 (vii) Goods;
 (viii) all Instruments;
 (ix) all Intellectual Property registered, applied-for or otherwise subsisting in the United States;
 (x) all Inventory;
 (xi) all Investment Property;
 (xii) all Fixtures;
 (xiii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) pertaining to any Collateral;
 (xiv) ownership interests in (1) Cash Collateral Accounts, (2) all Financial Assets credited to Cash Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in Cash Collateral Accounts from time to time and (4) all other money in the possession of the Collateral Agent;

 (xv) all Money;
 (xvi) all Commercial Tort Claims;
 (xvii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xvi);

 provided that notwithstanding the foregoing, the term “Collateral” shall not include any Excluded Property (and no Grantor shall be deemed to have granted a security interest hereby in such Excluded Property). For the avoidance of doubt, no actions in any non-U.S. jurisdiction or required by the Laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located or titled outside of the U.S. or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction).
 Notwithstanding anything herein to the contrary, in no event shall the Grantors be required, nor shall the Collateral Agent or its designee be authorized, (i) to perfect the pledges and security interests described herein by any means other than through (a) filings pursuant to the UCC or other applicable law in the office of the secretary of state (or similar central filing office) of the relevant state(s), (b) Intellectual Property Filings in the United States Copyright Office or the United States Patent and Trademark Office with respect to Intellectual Property constituting Collateral, (c) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates representing Pledged Certificated Security (with accompanying stock transfer forms executed in blank) and all Collateral consisting of debt instruments (with accompanying transfer forms executed in blank), (d) the taking of such actions as are required to grant the Collateral Agent control under Article 8 of the UCC of any Uncertificated Security and (e) entry into any deposit account control agreement, securities account control agreement or any other control agreement with respect to any Deposit Account, Securities Account and Commodity Account, including any securities entitlements or related assets on deposit thereinto to ensure such Deposit Accounts, Securities Accounts and Commodity Accounts are under the “control” (as defined in the UCC as in effect in each applicable jurisdiction and the State of New York) of the Collateral Agent, or (ii) to enter into any source code escrow arrangement or file, prosecute, patent or register any Intellectual Property.”
 (b) Section 6(b) of the Security Agreement is hereby amended and restated in its entirety as follows:
 “(b)     Uncertificated Securities . With respect to any Collateral in which any Grantor has any right, title or interest and that constitutes an Uncertificated Security, from and after the date that is thirty (30) days after the Amendment No. 7 Effective Date, such Grantor will cause the issuer thereof either (i) to register a designee of the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuation of an Event of Default, with respect to any Collateral in which any Grantor has any right, title or interest and that is not an Uncertificated Security, promptly upon the request of the Collateral Agent (acting at the direction of the Required Lenders (or, solely with respect to the Revolving Credit Facility, at the request of the Required Revolving Credit Lenders)), such Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder. The provisions of this subsection are subject to the limitation in Section 6(j) in the case of voting Equity Interests in a Foreign Subsidiary.”

 (c) Section 6(e) of the Security Agreement is hereby amended and restated in its entirety as follows:
 “(e)    Except with respect to partnership interests and membership interests evidenced by a certificate, which certificate has been pledged and delivered to the Collateral Agent pursuant to Section 6(a) hereof, or the Grantor has taken such actions as are required to grant the Collateral Agent control pursuant to Section 6(b) hereof, no Grantor that is a partnership or a limited liability company shall, nor shall any Grantor with any Subsidiary that is a partnership or a limited liability company, permit such partnership interests or membership interests to (i) be dealt in or traded on securities, exchanges or in securities markets, (ii) become a security for purposes of Article 8 of any relevant Uniform Commercial Code, (iii) become an investment company security within the meaning of Section 8-103 of any relevant Uniform Commercial Code or (iv) be evidenced by a certificate, unless such certificate is delivered to the Collateral Agent.”
 ARTICLE IV

Closing Conditions
 Section 4.1. Amendment No. 7 Effective Date . This Amendment shall become effective as of the date first written above (the “ Amendment No. 7 Effective Date ”), immediately upon the satisfaction or waiver in accordance with the Existing Credit Agreement of the following conditions:
 (a) The Administrative Agent shall have received:
 (i) executed counterparts of this Amendment by the Borrower, the Administrative Agent and each 2026 Incremental Revolving Lender (constituting the Required Lenders);
 (ii) a customary officer’s certificate of (x) each Loan Party with respect to (A) its Organization Documents (which may be in the form of a certification from such Loan Party that there have been no changes from the Organization Documents previously delivered to the Administrative Agent (as defined in the Credit Agreement) as of the Closing Date), (B) resolutions and (C) incumbency and (y) the Borrower certifying that the conditions set forth in clauses (d) and (e) below have been satisfied;
 (iii) good standing certificates or certificates of status, as applicable, and related bring downs, for each Loan Party;
 (iv) a legal opinion from each of (x) Squire Patton Boggs (US) LLP, New York counsel to the Loan Parties and (y) Polsinelli LLP, Tennessee counsel to the Loan Parties, each addressed to the Lenders on the Amendment No. 7 Effective Date;
 (v) a certificate attesting to the Solvency of the Borrower and its Subsidiaries (on a consolidated basis) on the Amendment No. 7 Effective Date, after giving effect to the 2026 Incremental Revolving Credit Commitments, from the Borrower’s chief financial officer; and
 (vi) a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto), and if such Mortgaged Property is located in a special flood hazard area evidence of flood insurance as required by the Credit Agreement; and
 (vii) a Perfection Certificate, in form and substance reasonably satisfactory to the Administrative Agent, duly completed and executed by the Borrower.

 (b) JPMorgan shall have received the fees in the amounts previously agreed in writing to be received on the Amendment No. 7 Effective Date pursuant to that certain Engagement Letter, dated as of May 21, 2026, by and among JPMorgan and the Borrower, and all reasonable and documented out-of-pocket expenses (including the reasonable fees, charges and disbursements of Simpson Thacher & Bartlett LLP) required to be paid or reimbursed for which invoices have been presented a reasonable period of time prior to the Amendment No. 7 Effective Date shall have been paid.
 (c) The Administrative Agent, Collateral Agent, and the Revolving Credit Lenders each shall have received all fees and other amounts due and payable on or prior to the Amendment No. 7 Effective Date, including all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Loan Parties under the Credit Agreement for which invoices have been presented a reasonable period of time prior to the Amendment No. 7 Effective Date (which for the avoidance of doubt, shall include the fees, charges and disbursements of Ballard Spahr LLP, as counsel to the Collateral Agent).
 (d) Each of the representations and warranties contained in Section 5.1 hereof shall be true and correct in all material respects on and as of the Amendment No. 7 Effective Date (or, to the extent qualified by materiality, in all respects).
 (e) No Default or Event of Default shall exist, or would exist after giving effect to the 2026 Incremental Revolving Credit Commitments on the Amendment No. 7 Effective Date or from the application of any proceeds therefrom.
 (f) The 2026 Incremental Revolving Lenders and the Administrative Agent shall have received at least three (3) Business Days prior to the Amendment No. 7 Effective Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least five (5) Business Days prior to the Amendment No. 7 Effective Date by any 2026 Incremental Revolving Lender that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. No later than three (3) Business Days prior to the Amendment No. 7 Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, then the Borrower shall have delivered to each 2026 Incremental Revolving Lender a Beneficial Ownership Certificate to the extent expressly required under the Beneficial Ownership Regulation in relation to the Borrower as has been reasonably requested in writing at least five (5) Business Days prior to the Amendment No. 7 Effective Date by any 2026 Incremental Revolving Lender.
 (g) Each requesting 2026 Incremental Revolving Lender, as applicable, shall have received Revolving Credit Notes executed by the Borrower in favor of such Lender.
 (h) The Administrative Agent shall have received the results of recent Uniform Commercial Code and other lien searches in each relevant domestic jurisdiction with respect to all Property of the Loan Parties (except that with respect to the Real Property, such lien searches shall be limited to the Mortgaged Properties), and such search shall reveal no Liens on any of the Property of the Loan Parties, except for Permitted Liens.
 (i) The Administrative Agent shall have received written confirmation, in form and substance reasonably satisfactory to the Administrative Agent with respect to the Borrower’s insurance carrier and the related payment on the specified claim in connection with the settlement of securities-related litigation as previously disclosed to the Administrative Agent.
 (j) The Collateral and Guarantee Requirement under the Credit Agreement shall be satisfied in all respects as of the Amendment No. 7 Effective Date, all Secured Obligations shall have been unconditionally guaranteed, jointly and severally, by the Borrower and each other Restricted Subsidiary that is a Material Subsidiary (other than any Excluded Subsidiary) and the Secured Obligations and the Guarantees shall have been secured pursuant to the Security Agreement or other applicable Collateral Documents by a valid and perfected security interest subject to no other Liens (other than Permitted Liens) in, and mortgages on, substantially all tangible and intangible assets (excluding real property that is not Material Real Property and Excluded Property) of the Borrower and each other Restricted Subsidiary that is a Material Subsidiary (other than any Excluded Subsidiary).

 (k) For purposes of determining whether the conditions set forth in this Section 4.1 have been satisfied by releasing its signature page hereto, the Administrative Agent and each 2026 Incremental Revolving Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to such 2026 Incremental Revolving Lender.
 ARTICLE V

Representations and Warranties
 Section 5.1. Representations and Warranties . The Borrower hereby represents and warrants that as of the Amendment No. 7 Effective Date, after giving effect to this Amendment, (i) no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties of the Borrower and each other Loan Party contained in the Credit Agreement or in the other Loan Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof; provided that, to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties were true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.    
 ARTICLE VI

Miscellaneous
 Section 6.1. Ratification; Reaffirmation .
 (a) This Amendment shall constitute an “Incremental Facility Amendment”, and a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents and the 2026 Incremental Revolving Credit Commitments shall constitute “Incremental Revolving Credit Commitments” and “Revolving Credit Commitments” for all purposes of the Credit Agreement and the other Loan Documents. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document. Except as expressly set forth herein, each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect and each Loan Party party hereto reaffirms its obligations under the Loan Documents to which it is party and the grant of its Liens on the Collateral made by it pursuant to the Collateral Documents. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement, and from and after the Amendment No. 7 Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement. Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement.
 (b) Each Loan Party hereby (i) affirms and confirms the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated thereby, (ii) affirms and confirms its guarantee of (and, in the case of the Borrower, its principal obligation with respect to) of the Secured Obligations pursuant to the Guaranty, (iii) affirms and confirms its prior pledges and grants of Liens on the Collateral to secure the Secured Obligations and other commitments under the Collateral Documents to which it is a party and (iv) agrees that (x) the Guaranty and each Collateral Document to which it is a party shall continue to be in full force and effect in accordance with

 and subject to the terms and conditions and such Guaranty and Collateral Documents, after giving effect to this Amendment and (y) all guarantees, Liens, pledges, grants and other commitments thereunder shall continue to be in full force and effect and shall secure the Secured Obligations (after giving effect to this Amendment) including, without limitation, the 2026 Incremental Revolving Credit Commitments and 2026 Incremental Revolving Credit Loans and shall accrue to the benefit of the Agents and the other Secured Parties, including without limitation, the 2026 Incremental Revolving Lenders. To secure its Secured Obligations, each Loan Party hereby grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all of its right, title and interest in the Collateral.
 Section 6.2. Amendment; Modification and Waiver . This Amendment may not be amended, modified or waived except as permitted under Section 10.01 of the Credit Agreement.
 Section 6.3. GOVERNING LAW .  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
 Section 6.4. WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
 Section 6.5. Severability . If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
 Section 6.6. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment. The Administrative Agent may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
 Section 6.7. Integration . This Amendment, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Amendment and those of any other Loan Document, the provisions of this Amendment shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Amendment. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.
 Section 6.8. Real Estate Post-Closing Obligations .
 (a) (i) Subject to clause (g) of the definition of “Collateral and Guarantee Requirement”, the Borrower shall within 90 days of the Amendment No. 7 Effective Date or such later date as may be agreed by the Administrative Agent deliver to the Administrative Agent:

 (a) an amendment to each Mortgage or an amendment and restatement of each Mortgage (each, a “ Mortgage Amendment ,” collectively the “ Mortgage Amendments ”) duly executed and acknowledged by the applicable Loan Party, in form for recording in the applicable recording office in each case in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent and with respect to any existing Mortgage located in a mortgage tax state, the insured amount stated in such Mortgage shall be amended to reflect the current fair market value of the applicable Material Real Estate Asset;
 (b) with respect to each Mortgage Amendment, a date-down endorsement or similar title product to each existing title insurance policy insuring the Lien of each Mortgage (each a “ Title Endorsement ,” collectively, the “ Title Endorsements ”) (x) insuring that such Mortgage, as amended or amended and restated by such Mortgage Amendment (if applicable), is a valid and enforceable lien on such Material Real Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all Liens except Permitted Liens, (y) the liability amount under the corresponding title insurance policy shall be increased to reflect the current fair market value of the applicable Material Real Property and (z) otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent;
 (c) executed legal opinions from counsel to the Borrower as to the due authorization, execution and enforceability of each Mortgage Amendment and otherwise in form and substance reasonably acceptable to the Administrative Agent;
 (d) evidence reasonably acceptable to the Administrative Agent of payment by the Borrower of all premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendments and issuance of the Title Endorsements; and
 (e) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the title insurer to issue the Title Endorsements.
 (f) (ii) With respect to any leased Material Real Property, the Borrower shall use commercially reasonable efforts for 90 days after the Amendment No. 7 Effective Date to deliver to the Administrative Agent a Mortgage and otherwise satisfy the requirements set forth in the definition of Collateral and Guarantee Requirement.
 Section 6.9. Collateral Agent Instruction . In connection with the Credit Agreement, each of the undersigned Lenders (collectively constituting the Required Lenders under the Credit Agreement) hereby (a) authorize and direct the Collateral Agent under the Credit Agreement to execute and deliver (i) this Amendment and any other Loan Documents as may be required in connection with the Amendment from time to time and (ii) that certain Uncertificated Securities Control Agreement (“ Control Agreement ”), to be dated on or about the date hereof, attached hereto as Exhibit C ; (b) acknowledge and agree that the undersigned Lenders constitute all of the Lenders necessary to direct the Collateral Agent to execute the Control Agreement, and (c) acknowledge and agree that the direction set forth in this Amendment constitutes an instruction, consent and request of the Lenders under the Loan Documents, including Section 9.03 of the Credit Agreement.
 [ Remainder of Page Intentionally Left Blank ]

 IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.
 SHOALS TECHNOLOGIES GROUP, INC. ,
 as Borrower and a Guarantor

 By:     /s/Dominic Bardos    
     Name: Dominic Bardos
     Title: Chief Financial Officer

 SHOALS INTERMEDIATE PARENT, INC.,
 as a Guarantor

 By:     /s/Dominic Bardos    
     Name: Dominic Bardos
     Title: Chief Financial Officer

 SHOALS TECHNOLOGIES GROUP, LLC,
 as a Guarantor

 By:     /s/Dominic Bardos    
     Name: Dominic Bardos
     Title: Chief Financial Officer

 JPMORGAN CHASE BANK, N.A.,
 as Administrative Agent and a 2026 Incremental Revolving Lender

 By:     /s/ Maria Gabriela Coloma        
     Name: Maria Gabriela Coloma
     Title: Vice President

 WILMINGTON TRUST, NATIONAL ASSOCIATION,
 as Collateral Agent

 By:     /s/ Marie Nicolosi            
     Name: Marie Nicolosi
     Title: Vice President

 BANK OF AMERICA, N.A.
 as a 2026 Incremental Revolving Lender

 By:     /s/ Ryan Vetsch                    
     Name: Ryan Vetsch
     Title: SVP

 CITIBANK, N.A.
 as a 2026 Incremental Revolving Lender

 By:     /s/ Matthew L. Davis                
     Name: Matthew L. Davis
     Title: Senior Vice President

 FIFTH THIRD BANK, NATIONAL ASSOCIATION,
 as a 2026 Incremental Revolving Lender

 By:     /s/ Jay Dhakal                
     Name: Jay Dhakal
     Title: Vice President

 GOLDMAN SACHS BANK USA
 as a 2026 Incremental Revolving Lender

 By:     /s/ Andrew Vernon                
     Name: Andrew Vernon
     Title: Authorized Signatory

 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as a 2026 Incremental Revolving Lender

 By:     /s/ Jay Kenney                
     Name: Jay Kenney
                  Title: Executive Director

 Exhibit A

Credit Agreement
 [See attached.]

 Exhibit B

Schedule 5.07
Mortgaged Real Property
 Owned:

 Owner
 Address

 Shoals Technologies Group, LLC
 1400 Shoals Way, Portland, TN 37148

 Shoals Technologies Group, LLC
 215 Industrial Dr, Muscle Shoals, AL 35661

 Leased :

 Lessee
 Address

 Shoals Technologies Group, LLC
 1500 Shoals Way, Portland, TN 37148

 Exhibit C

Uncertificated Securities Control Agreement
 [See attached.]

 Exhibit A to Amendment No. 7
 Conformed through Amendment No. 6 7
 dated March 19 June 10 , 202 4 6

 CREDIT AGREEMENT
 by and among
 SHOALS TECHNOLOGIES GROUP, INC. ,
as Company,
 WILMINGTON TRUST, NATIONAL ASSOCIATION ,
as Collateral Agent,
 JPMORGAN CHASE BANK, N.A. ,
as Administrative Agent,
 THE LENDERS PARTY HERETO FROM TIME TO TIME
 and
 JPMORGAN CHASE BANK, N.A. and
 GUGGENHEIM SECURITIES, LLC,
 as Lead Arrangers and Bookrunners
 Originally dated as of November 25, 2020
 (as amended by Incremental Facility Amendment No. 1, dated as of December 22, 2020,
as further amended by Amendment No. 2, dated as of December 30, 2020,
as further amended by Amendment No. 3, dated as of August 26, 2021,
 as further amended by Amendment No. 4, dated as of March 18, 2022,
 as further amended by Amendment No. 5, dated as of May 2, 2022, and
as further amended by Amendment No. 6, dated as of March 19, 2024 and
as further amended by Amendment No. 7, dated as of June 10, 2026 )

 Table of Contents
 Page
 ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS
 Section 1.01      Defined Terms     1 2
 Section 1.02      Other Interpretive Provisions     91 86
 Section 1.03      Accounting Terms     91 87
 Section 1.04      Rounding     91 87
 Section 1.05      References to Agreements, Laws, Etc.     92 87
 Section 1.06      Times of Day     92 87
 Section 1.07      Timing of Payment or Performance     92 88
 Section 1.08      Currency Equivalents Generally     92 88
 Section 1.09      Certain Calculations and Tests     92 88
 Section 1.10      Interest Rates     95 90
 Section 1.11      Divisions     95 91
 Section 1.12      Borrower Communications    91
 ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS
 Section 2.01      The Loans     95 92
 Section 2.02    Borrowings, Conversions and Continuations of Loans     96 92
 Section 2.03    Letters of Credit     97 94
 Section 2.04    [Reserved].    10 5 1
 Section 2.05    Prepayments.    10 5 1
 Section 2.06    Termination or Reduction of Commitments    10 6 3
 Section 2.07    Repayment of Loans    10 6 3
 Section 2.08    Interest    10 7 4
 Section 2.09    Fees    10 7 4
 Section 2.10    Computation of Interest and Fees    10 7 5
 Section 2.11    Evidence of Indebtedness    10 8 5
 Section 2.12    Payments Generally    10 8 5
 Section 2.13    Sharing of Payments     110 107
 Section 2.14    Incremental Credit Extensions     111 108
 Section 2.15    Extensions Revolving Credit Commitments    11 4 1
 Section 2.16    Defaulting Lenders    11 6 2
 Section 2.17    [Reserved]    11 7 4
 Section 2.18    Refinancing Facilities.    11 7 4
 ARTICLE III

TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

 Section 3.01      Taxes    11 8 5
 Section 3.02    Inability to Determine Rates; SOFR Benchmark Replacement     122 119
 Section 3.03    Increased Cost and Reduced Return; Capital Adequacy; Reserves on Term Benchmark Loans    12 4 1
 Section 3.04    Funding Losses    12 6 2
 Section 3.05    Matters Applicable to All Requests for Compensation    12 6 3
 Section 3.06    Replacement of Lenders under Certain Circumstances    12 7 4
 Section 3.07    Survival    12 8 5
 ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
 Section 4.01      Closing Date Conditions    12 8 5
 Section 4.02    Conditions to Subsequent Credit Extensions     130 127
 ARTICLE V

REPRESENTATIONS AND WARRANTIES
 Section 5.01      Existence, Qualification and Power; Compliance with Laws     131 128
 Section 5.02    Authorization; No Contravention     131 128
 Section 5.03    Governmental Authorization; Other Consents     131 128
 Section 5.04    Binding Effect     132 128
 Section 5.05    Financial Statements; No Material Adverse Effect     132 129
 Section 5.06    Litigation     132 129
 Section 5.07    Ownership of Property; Liens     132 129
 Section 5.08    Environmental Compliance     132 129
 Section 5.09    Taxes    13 3 0
 Section 5.10    Compliance with ERISA    13 3 0
 Section 5.11    Subsidiaries; Capital Stock    13 3 0
 Section 5.12    Margin Regulations; Investment Company Act    13 4 1
 Section 5.13    Disclosure    13 4 1
 Section 5.14    Intellectual Property; Licenses, Etc.    13 4 1
 Section 5.15    Solvency    13 5 2
 Section 5.16    Collateral Documents    13 5 2
 Section 5.17    Use of Proceeds    13 5 2
 Section 5.18    Sanctions and Anti-Corruption Laws    13 5 2
 Section 5.19    Labor Matters    13 6 3
 Section 5.20    Compliance with Law    13 6 3
 ARTICLE VI

AFFIRMATIVE COVENANTS
 Section 6.01      Financial Statements    13 6 3
 Section 6.02    Certificates; Other Information    13 7 4
 Section 6.03    Notices    13 9 6
 Section 6.04    Maintenance of Existence    13 9 6
 2

 Section 6.05    Maintenance of Properties    13 9 6
 Section 6.06    Maintenance of Insurance    13 9 6
 Section 6.07    Compliance with Laws     140 137
 Section 6.08    Books and Records     140 137
 Section 6.09    Inspection Rights     140 137
 Section 6.10    Covenant to Guarantee Secured Obligations and Give Security     141 137
 Section 6.11    Use of Proceeds     141 138
 Section 6.12    Further Assurances and Post-Closing Covenants     141 138
 Section 6.13    Designation of Restricted and Unrestricted Subsidiaries     142 139
 Section 6.14      Payment of Taxes     142 139
 Section 6.15    Lender Calls    14 3 0
 Section 6.16    Maintenance of Ratings    14 3 0
 Section 6.17    Anti-Terrorism; Sanctions; Anti-Corruption.    14 3 0
 ARTICLE VII

NEGATIVE COVENANTS
 Section 7.01      Liens    14 3 0
 Section 7.02    [Reserved]    14 4 0
 Section 7.03    Indebtedness    14 4 1
 Section 7.04    Merger and Consolidation :      151 148
 Section 7.05      Limitation on Sales of Assets and Subsidiary Stock    15 3 0
 Section 7.06    Restricted Payments & Modification of Subordinated Indebtedness Documents    15 4 1
 Section 7.07    Affiliate Transactions    16 2 0
 Section 7.08    Limitation on Restrictions on Distributions from Restricted Subsidiaries and Negative Pledges    16 6 4
 Section 7.09    Financial Covenant    16 9 7
 Section 7.10    Permitted Activities of Borrower and Shoals Intermediate    16 9 7
 Section 7.11    Nature of Business     171 168
 Section 7.12    Amendments of Material Documents     171 168
 Section 7.13    Changes in Fiscal Year     171 168
 Section 7.14    Priming Financing/Liability Management Transaction    169
 ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES
 Section 8.01    Events of Default     171 169
 Section 8.02    Remedies Upon Event of Default    17 4 1
 Section 8.03    Exclusion of Immaterial Subsidiaries    17 4 1
 Section 8.04    Application of Funds    17 4 2
 Section 8.05    Permitted Holders’ Right to Cure    17 6 3
 ARTICLE IX

ADMINISTRATIVE AGENT AND OTHER AGENTS
 3

 Section 9.01      Appointment and Authorization of Agents    17 7 4
 Section 9.02    Delegation of Duties    17 8 5
 Section 9.03    Liability of Agents    17 8 5
 Section 9.04    Reliance by Agents     181 178
 Section 9.05    Notice of Default; No Other Duties     182 179
 Section 9.06    Credit Decision; Disclosure of Information by Agents     183 179
 Section 9.07    Indemnification of Agents    18 3 0
 Section 9.08    Agents in their Individual Capacities    18 4 0
 Section 9.09    Successor Agents    18 4 1
 Section 9.10    Administrative Agent May File Proofs of Claim    18 5 2
 Section 9.11    Collateral and Guaranty Matters    18 6 3
 Section 9.12    Other Agents; Arrangers and Managers    18 7 4
 Section 9.13    Appointment of Supplemental Administrative Agents    18 7 4
 Section 9.14    Withholding Tax    18 8 5
 Section 9.15    Secured Cash Management Obligations; Secured Hedge Agreements    18 9 5
 Section 9.16    Certain ERISA Matters    18 9 6
 ARTICLE X

MISCELLANEOUS
 Section 10.01      Amendments, Etc.     190 187
 Section 10.02    Notices and Other Communications; Facsimile Copies    19 4 0
 Section 10.03    No Waiver; Cumulative Remedies    19 6 2
 Section 10.04    Attorney Costs and Expenses    19 6 2
 Section 10.05    Indemnification by the Company    19 7 3
 Section 10.06    Payments Set Aside    19 8 4
 Section 10.07    Successors and Assigns    19 9 4
 Section 10.08    Confidentiality     203 199
 Section 10.09    Setoff    20 4 0
 Section 10.10    Counterparts    20 4 0
 Section 10.11    Integration    20 4 0
 Section 10.12    Survival of Representations and Warranties    20 5 0
 Section 10.13    Severability    20 5 1
 Section 10.14      GOVERNING LAW, JURISDICTION, SERVICE OF PROCESS    20 5 1
 Section 10.15    WAIVER OF RIGHT TO TRIAL BY JURY    20 6 2
 Section 10.16    Binding Effect    20 6 2
 Section 10.17    Judgment Currency    20 6 2
 Section 10.18    Lender Action    20 6 2
 Section 10.19    USA PATRIOT Act    20 7 3
 Section 10.20    Obligations Absolute    20 7 3
 Section 10.21    No Advisory or Fiduciary Responsibility    20 7 3
 Section 10.22    Acknowledgment and Consent to Bail-In of Affected Financial Institutions    20 8 4
 Section 10.23    Acknowledgement Regarding Any Supported QFCs    20 8 4
 Section 10.24    Acknowledgment of Intercreditor Agreements    20 9 5
 Section 10.25    Interest Rate Limitation    20 9 5
 4

 ARTICLE XI
CO-BORROWER ARRANGEMENTS
 Section 11.01      Addition of Co-Borrowers     210 205
 Section 11.02    Status of Co-Borrowers     211 207
 Section 11.03    Resignation of Co-Borrowers     211 207
 Section 11.04    Designation of Company     211 207

 5

 SCHEDULES
 Schedule 2.01(A) —    [Reserved]
 Schedule 2.01(B) —    Revolving Credit Commitments
 Schedule 5.07 —    Mortgaged Property
 Schedule 6.12    —    Post-Closing Covenants
 Schedule 10.02    —    The Administrative Agent’s Office, Certain Addresses for Notices
 EXHIBITS
 Exhibit A    —    Committed Loan Notice
 Exhibit C-1    —    [Reserved]
 Exhibit C-2    —    Revolving Credit Note
 Exhibit D-1    —    Closing Date Certificate
 Exhibit D-2    —    Compliance Certificate
 Exhibit E    —    Assignment and Assumption
 Exhibit F    —    Guaranty
 Exhibit G    —    Security Agreement
 Exhibit H    —    [Reserved]
 Exhibit I    —    [Reserved]
 Exhibit J    —    [Reserved]
 Exhibit K    —    Form of Pari Passu Intercreditor Agreement
 Exhibit L    —    United States Tax Compliance Certificate
 Exhibit M    —    Form of Junior Lien Intercreditor Agreement
 Exhibit N    —    Solvency Certificate
Exhibit O    —    Form of Secured Party Joinder
 6

 CREDIT AGREEMENT
 This CREDIT AGREEMENT , originally dated as of November 25, 2020 (as amended by Incremental Facility Amendment No. 1, as further amended by Amendment No. 2, as further amended by Amendment No. 3, as further amended by Amendment No. 4, as further amended by Amendment No. 5, and as further amended by Amendment No. 6 and as further amended by Amendment No. 7 , the “ Agreement ”), is by and among SHOALS TECHNOLOGIES GROUP, INC. , a Delaware corporation (the “ Company ”), WILMINGTON TRUST, NATIONAL ASSOCIATION (“ Wilmington Trust ”), as Collateral Agent, JPMORGAN CHASE BANK, N.A. (“ JPMorgan ”), as Administrative Agent, and each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”).
 PRELIMINARY STATEMENTS
 WHEREAS , Shoals Holdings LLC, a Delaware limited liability company (the “ Initial Borrower ”), requested that the Lenders extend credit directly to or on behalf of the Company in the form of (i) Initial Term Loans (as defined in the Original Credit Agreement) in an initial aggregate principal amount equal to $350.0 million and (ii) a Revolving Credit Facility in an initial aggregate principal amount of $100.0 million;
 WHEREAS , the proceeds of the Initial Term Loans funded on the Closing Date, together with cash on hand at Shoals Intermediate Holdings LLC, a Delaware limited liability company (“ Initial Holdings ”) and its Subsidiaries, were used by the Initial Borrower on the Closing Date (i) to finance the Closing Distribution (as defined below), (ii) to pay any Transaction Expenses (as defined below), (iii) to pay for the Closing Date Refinancing (as defined below) and (iv) for working capital and general corporate purposes;
 WHEREAS , on and as of the Amendment No. 1 Effective Date, the proceeds of any Revolving Credit Loans were used by the Borrower for working capital, capital expenditures and other general corporate purposes;
 WHEREAS , on and as of the Amendment No. 3 Effective Date, Shoals Technologies Group, Inc. (the “ Parent Borrower ”) was added as an additional Borrower under the Revolving Credit Facility;
 WHEREAS , on and as of the Amendment No. 6 Effective Date, the Parent Borrower assumed the obligations of the Initial Borrower under this Agreement and the other Loan Documents; and
 WHEREAS , (a) prior to, or substantially concurrently with, the Amendment No. 6 Effective Date, all Initial Term Loans were repaid in full, and as a result thereof, Wilmington Trust was no longer required to serve as Term Loan Administrative Agent under this Agreement; the provisions of Article III , Article IX and Section 10.04 and Section 10.05 , together with any other indemnification, expense reimbursement or similar provision contained in any other Loan Document, continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Term Loan Administrative Agent under this Agreement, (b)on and as of the Amendment No. 6 Effective Date, the Parent Borrower assumed the obligations of the Initial Borrower under this Agreement and the other Loan Documents . ; and
 WHEREAS , pursuant to Amendment No. 7, the 2026 Incremental Revolving Lenders provided their pro rata share of the 2026 Incremental Revolving Credit Commitments to the Borrower in an aggregate principal amount of $50.0 million on and as of the Amendment No. 7 Effective Date.

 NOW THEREFORE , in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
 ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS
 Section 1.01     Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:
 “ 2022 Incremental Revolving Credit Commitments ” shall have the meaning provided in Amendment No. 5. For the avoidance of doubt, the 2022 Incremental Revolving Credit Commitments were made pursuant to a Revolving Credit Commitment Increase.
 “ 2022 Incremental Revolving Credit Loans ” means a Revolving Credit Loan that is made pursuant to the 2022 Incremental Revolving Credit Commitments. For the avoidance of doubt, each 2022 Incremental Revolving Credit Loan is a Revolving Credit Loan.
 “ 2024 Refinancing Revolving Credit Commitment s” shall have the meaning provided in Amendment No. 6. For the avoidance of doubt, the 2024 Refinancing Revolving Credit Commitments were made pursuant to a Refinancing Amendment and each 2024 Refinancing Revolving Credit Commitment is a Revolving Credit Commitment.
 “ 2024 Refinancing Revolving Credit Loans ” means a Revolving Credit Loan that is made pursuant to the 2024 Refinancing Revolving Credit Commitments. For the avoidance of doubt, each 2024 Refinancing Revolving Credit Loan is a Revolving Credit Loan.
 “2026 Incremental Revolving Credit Commitment Termination Date” means December 10, 2027.
 “2026 Incremental Revolving Credit Commitments” shall have the meaning assigned to such term in Amendment No. 7.
 “2026 Incremental Revolving Lenders” shall have the meaning assigned to such term in Amendment No. 7.
 “2026 Incremental Revolving Credit Loans” means a Revolving Credit Loan that is made pursuant to the 2026 Incremental Revolving Credit Commitments. For the avoidance of doubt, each 2026 Incremental Revolving Credit Loan is a Revolving Credit Loan.
 “Account Control Agreement” has the meaning specified in clause (h) of the definition of “Collateral and Guarantee Requirement”.
 “ Accounting Changes ” has the meaning specified in the definition of “ GAAP ”.
 “ Acquired Indebtedness ” means with respect to any Person (x) Indebtedness (1) of any other Person or any of its Subsidiaries existing at the time such other Person becomes a Restricted Subsidiary, (2) assumed in connection with the acquisition of assets from such other Person or (3) of a Person at the time such Person merges with or into or consolidates or otherwise combines with the Company or any Restricted Subsidiary, in each case to the extent not contemplated in connection with such transaction and (y) Indebtedness secured by a Lien encumbering any asset acquired by such Person to the extent such

 Indebtedness is not incurred in contemplation thereof. Acquired Indebtedness shall be deemed to have been Incurred, with respect to clause (x)(1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (x)(2) of the preceding sentence, on the date of consummation of such acquisition of assets and, with respect to clause (x)(3) of the preceding sentence, on the date of the relevant merger, amalgamation, consolidation or other combination.
 “ Additional Assets ” means:
 (1)    any property or assets (other than Capital Stock) used or to be used by the Company, a Restricted Subsidiary or otherwise useful in a Similar Business (it being understood that capital expenditures on property or assets already used in a Similar Business or to replace any property or assets that are the subject of such Asset Disposition shall be deemed an investment in Additional Assets);
 (2)    the Capital Stock of a Person that is engaged in a Similar Business and becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or a Restricted Subsidiary; or
 (3)    Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary.
 “ Additional Lender ” has the meaning specified in Section 2.14(d) .
 “ Adjusted Daily Simple SOFR ” means an interest rate per annum equal to (a) the Daily Simple SOFR, plus 0.10%; provided that Adjusted Daily Simple SOFR shall not be less than the applicable Floor.
 “ Adjusted Term SOFR ” means, for any Interest Period, an interest rate per annum equal to Term SOFR for such Interest Period, plus with respect to Revolving Credit Loans that are Term Benchmark Loans, 0.10%; provided that Adjusted Term SOFR shall not be less than the applicable Floor.
 “ Administrative Agent Fee Letter ” means that certain (i) letter agreement, dated as of the Closing Date, by and between the Company, the Collateral Agent, and Wilmington Trust, National Association in its capacity as term loan administrative agent under the Original Credit Agreement, and (ii) letter agreement, dated as of December 18, 2020, by and between the Company and the Administrative Agent.
 “ Administrative Agent’s Office ” means, with respect to the Administrative Agent, such Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 , or such other address or account as such Administrative Agent may from time to time notify the Company and the Lenders.
 “ Administrative Agent ” means, subject to Section 9.13 , JPMorgan (and any of its Affiliates selected by JPMorgan to act as administrative agent for any of the applicable facilities provided hereunder), solely in its capacity as administrative agent for the Revolving Credit Lenders under the Loan Documents, or any successor administrative agent appointed in accordance with Section 9.09 .
 “ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
 “ Affected Financial Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

 “ Affiliate ” means, with respect to any specified Person, any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this Agreement, “ control ” or “ controls ”, when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “ controlling ” and “ controlled ” have meanings correlative to the foregoing.
 “ Affiliated Lender ” means, at any time, any Lender that is an Affiliate of the Company (other than any of its Subsidiaries).
 “ Affiliate Transaction ” has the meaning specified in Section 7.07(a) .
 “ Agent-Related Persons ” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.
 “ Agents ” means, collectively, the Administrative Agent, the Collateral Agent, and the Supplemental Administrative Agents (if any).
 “ Aggregate Commitments ” means the Commitments of all the Lenders.
 “ Agreement ” means this Credit Agreement.
 “ Agreement Currency ” has the meaning specified in Section 10.16 .
 “ AHYDO Catch-Up Payment ” means any payment required to be made under the terms of Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness.
 “ Amendment No. 1 Effective Date ” means December 22, 2020.
 “ Amendment No. 2 ” means that certain Amendment No. 2, dated as of December 30, 2020, by and among the Loan Parties, Administrative Agent (as defined in the Original Credit Agreement) the Collateral Agent and the Lenders party thereto.
 “ Amendment No. 2 Effective Date ” shall have the meaning provided in Amendment No. 2.
 “ Amendment No. 3 ” shall mean Amendment No. 3 to this Agreement, dated as of August 26, 2021.
 “ Amendment No. 3 Effective Date ” means August 26, 2021.
 “ Amendment No. 3 Subscription Agreement ” means that certain Common Unit Subscription Agreement, dated as of the Amendment No. 3 Effective Date, by and among the Co-Borrower and Shoals Parent LLC, a Delaware limited liability company.
 “ Amendment No. 4 ” shall mean Amendment No. 4 to this Agreement, dated as of March 18, 2022.
 “ Amendment No. 5 ” shall mean Amendment No. 5 to this Agreement, dated as of May 2, 2022.

 “ Amendment No. 5 Effective Date ” shall mean May 2, 2022, the first Business Day on which all conditions precedent set forth in Section 4 of Amendment No. 5 are satisfied.
 “ Amendment No. 6 ” shall mean Amendment No. 6 to this Agreement, dated as of March 19, 2024.
 “ Amendment No. 6 Effective Date ” shall mean March 19, 2024, the first Business Day on which all conditions precedent set forth in Section 4 of Amendment No. 6 are satisfied.
 “Amendment No. 7” shall mean Amendment No. 7 to this Agreement, dated as of June 10, 2026.
 “Amendment No. 7 Effective Date” shall mean June 10, 2026, the first Business Day on which all conditions precedent set forth in Section 4 of Amendment No. 7 are satisfied.
 “ Anti-Corruption Laws ” means the United States Foreign Corrupt Practices Act of 1977, as amended (“ FCPA ”) and any similar laws, rules or regulations issued, administered or enforced by any Governmental Authority having jurisdiction over the Borrower.
 “ Anti-Terrorism Laws ” means all applicable laws and regulations or ordinances relating to terrorism or money laundering in any jurisdiction in which the Borrower, or any of the Restricted Subsidiaries is located or is doing business, including Executive Order No. 13224, the USA PATRIOT Act, the Bank Secrecy Act, and the Money Laundering Control Act of 1986 ( i.e. , 18 USC. §§ 1956 and 1957).
 “ Applicable Lending Office ” means for any Lender, such Lender’s office, branch or affiliate designated for Term Benchmark Loans, Base Rate Loans, L/C Advances or Letters of Credit, as applicable, as notified to the Administrative Agent, any of which offices may be changed by such Lender.
 “Applicable Parties” has the meaning specified in Section 1.12(c).
 “ Applicable Percentage ” means, at any time (a) with respect to any Lender with a Commitment of any Class, the percentage equal to a fraction the numerator of which is the amount of such Lender’s Commitment of such Class at such time and the denominator of which is the aggregate amount of all Commitments of such Class of all Lenders ( provided that (i) in the case of Section 2.16 when a Defaulting Lender shall exist, “Applicable Percentage” with respect to the Revolving Credit Facility shall be determined by disregarding any Defaulting Lender’s Revolving Credit Commitment and (ii) if the Revolving Credit Commitments have terminated or expired, the Applicable Percentages of the Lenders shall be determined based upon the Revolving Credit Commitments most recently in effect) and (b) with respect to the Loans of any Class, a percentage equal to a fraction the numerator of which is such Lender’s Outstanding Amount of the Loans of such Class and the denominator of which is the aggregate Outstanding Amount of all Loans of such Class.
 “ Applicable Rate ” means a percentage per annum equal to:
 (a)    [reserved],
 (b)    [reserved],
 (c)     (i) until delivery of financial statements and a related Compliance Certificate for the first full fiscal quarter commencing after the Amendment No. 6 Effective Date pursuant to

 Section 6.01 , for Revolving Credit Loans that are Term Benchmark Loans, 2.50% and for Base Rate Loans that are Revolving Credit Loans, 1.50% and (ii) thereafter, the percentages per annum set forth in the table below, based upon the Consolidated First Lien Secured Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a) :

 Pricing
Level
 Consolidated First Lien
 Secured Leverage Ratio
 Term Benchmark Loans Base Rate
 Loans

 I greater than 3.00:1.00 3.00% 2.00%
 II less than or equal to 3.00:1.00 and
 greater than 2.00:1.00
 2.75% 1.75%
 III less than or equal to 2.00:1.00 and
 greater than 1.00:1.00
 2.50% 1.50%
 IV less than or equal to 1.00:1.00 2.25% 1.25%

 (d)    for letter of credit fees, 3.25%, and
 (e)    for the Commitment Fee, (i) until delivery of financial statements and a related Compliance Certificate for the first full fiscal quarter commencing after the Amendment No. 6 Effective Date pursuant to Section 6.01 , 0.30% and (ii) thereafter, the percentages per annum set forth in the table below, based upon the Consolidated First Lien Secured Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a) :

 Pricing
Level Consolidated First Lien Secured Leverage Ratio Commitment
Fees
 I greater than 3.00:1.00 0.40%
 II less than or equal to 3.00:1.00 and greater than 2.00:1.00 0.35%
 III less than or equal to 2.00:1.00 and greater than 1.00:1.00 0.30%
 IV less than or equal to 1.00:1.00 0.25%

 Any increase or decrease in the Applicable Rate pursuant to clause (c) or clause (e) above resulting from a change in the Consolidated First Lien Secured Leverage Ratio shall become effective as of the first third Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a) .
 Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the Consolidated First Lien Secured Leverage Ratio set forth in any Compliance Certificate delivered to the Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Rate that is less than that which would have been applicable had the Consolidated First Lien Secured Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the “Applicable Rate” for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined Consolidated First Lien Secured Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period pursuant to Section 2.09 as a result of the miscalculation of the

 Consolidated First Lien Secured Leverage Ratio shall be deemed to be (and shall be) due and payable under the relevant provisions of Section 2.09 , as applicable, at the time the interest or fees for such period were required to be paid pursuant to such Section, in accordance with the terms of this Agreement); provided , that, notwithstanding the foregoing, unless an Event of Default described in Section 8.01(f) has occurred and is continuing with respect to the Borrower, such shortfall shall be due and payable five (5) Business Days following the determination described above.
 Notwithstanding the foregoing, the Applicable Rate in respect of any Class of Extended Revolving Credit Commitments and any Revolving Credit Loans made pursuant to any Extended Revolving Credit Commitments shall be the applicable percentages per annum set forth in the relevant Incremental Facility Amendment or Extension Offer.
 “ Appropriate Lender ” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class and (b) with respect to any Letters of Credit, (i) the relevant L/C Issuer and (ii) the Revolving Credit Lenders.
 “Approved Borrower Portal” has the meaning specified in Section 1.12(a).
 “ Approved Commercial Bank ” means a commercial bank with a consolidated combined capital and surplus of at least $5.0 billion.
 “ Approved Foreign Bank ” has the meaning specified in the definition of “Cash Equivalents.”
 “ Approved Fund ” means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.
 “ Asset Disposition ” means:
 (a)    the voluntary sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Leaseback Transaction) of the Company or any of the Restricted Subsidiaries (each referred to in this definition as a “ disposition ”); or
 (b)    the issuance or sale of Capital Stock of any Restricted Subsidiary (other than Preferred Stock or Disqualified Stock of Restricted Subsidiaries issued in compliance with Section 7.03 hereof or directors’ qualifying shares and shares issued to foreign nationals as required under applicable law), whether in a single transaction or a series of related transactions;
 in each case, other than:
 (1)    a disposition by the Company or a Restricted Subsidiary to the Company or a Restricted Subsidiary, including pursuant to any Intercompany License Agreement; provided that any disposition by a Loan Party to a Restricted Subsidiary that is not a Loan Party shall not exceed in the aggregate the greater of $40.0 million and 25.0% of LTM EBITDA; provided further that the foregoing shall not prohibit any non-exclusive licenses of IP Rights pursuant to any Intercompany License Agreement by Loan Parties to Restricted Subsidiaries that are not Loan Parties to utilize intellectual property in the jurisdiction of organization of such Restricted Subsidiaries that are not Loan Parties;

 (2)    a disposition of cash, Cash Equivalents or Investment Grade Securities, including any marketable securities portfolio owned by the Company and its Subsidiaries on the Closing Date;
 (3)    a disposition of inventory, goods or other assets (including Settlement Assets) in the ordinary course of business or consistent with past practice or held for sale or no longer used in the ordinary course of business, including any disposition of disposed, abandoned or discontinued operations;
 (4)    a disposition of obsolete, worn-out, uneconomical, negligible, immaterial, damaged, non-core or surplus property, equipment or other assets or property, equipment or other assets that are no longer economically practical or commercially desirable to maintain or used or useful in the business of the Company and the Restricted Subsidiaries whether now or hereafter owned or leased or acquired in connection with an acquisition or used or useful in the conduct of the business of the Company and the Restricted Subsidiaries (including by conveying, selling, assigning, transferring, licensing or sublicensing, ceasing to enforce, allowing the lapse, abandonment or invalidation of or discontinuing the use, prosecution or maintenance of, putting into the public domain or other disposition of any IP Rights that are, in the reasonable judgment of the Company or the Restricted Subsidiaries, no longer used or useful, or economically practicable to maintain, or in respect of which the Company or any Restricted Subsidiary determines in its reasonable judgment that such action or inaction is desirable);
 (5)    transactions permitted under Section 7.04(a) hereof or a transaction that constitutes a Change of Control;
 (6)    an issuance of Capital Stock by a Restricted Subsidiary to the Company or to another Restricted Subsidiary or as part of or pursuant to an equity incentive or compensation plan approved by the Board of Directors;
 (7)    any dispositions of Capital Stock, properties or assets in a single transaction or series of related transactions with a fair market value (as determined in good faith by the Company) of less than the greater of $40.0 million and 25.0% of LTM EBITDA;
 (8)    any Restricted Payment that is permitted to be made, and is made, under Section 7.06 and the making of any Permitted Payment or Permitted Investment;
 (9)    dispositions in connection with Permitted Liens, Permitted Intercompany Activities, Permitted IPO Reorganization and Permitted Tax Restructuring;
 (10)    dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or consistent with past practice or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;
 (11)    conveyances, sales, assignments, transfers, licenses, sublicenses, cross-licenses or other dispositions of any IP Rights or other general intangibles and licenses, sublicenses, cross-licenses, leases or subleases of other property, in each case, in the ordinary course of business or consistent with past practice or pursuant to a services, research or development agreement in which the counterparty to such agreement receives a license in any IP Rights that result from such agreement;

 (12)    the lease, assignment, license, sublease or sublicense of any real or personal property in the ordinary course of business or consistent with industry practice;
 (13)    foreclosure, condemnation, expropriation, forced disposition or any similar action with respect to any property or other assets or the granting of Liens not prohibited by this Agreement;
 (14)    the sale, discount or other disposition (with or without recourse, and on customary or commercially reasonable terms and for credit management purposes) of inventory, accounts receivable or notes receivable arising in the ordinary course of business or consistent with past practice, or the conversion or exchange of accounts receivable for notes receivable;
 (15)    any issuance or sale of Capital Stock in, or Indebtedness or other securities of, an Unrestricted Subsidiary or any other disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary or an Immaterial Subsidiary (other than, in each case, any Unrestricted Subsidiary the primary assets of which are cash or Cash Equivalents);
 (16)    any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Company or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;
 (17)    (i) dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased, (ii) dispositions of property to the extent that the proceeds of such disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased) and (iii) to the extent allowable under Section 1031 of the Code or comparable law or regulation, any exchange of like property (excluding any boot thereon) for use in a Similar Business;
 (18)    (i) any disposition of Securitization Assets or Receivables Assets, or participations therein, in connection with any qualified Securitization Financing or Receivables Facility permitted hereunder [reserved] or (ii) the disposition of an account receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice;
 (19)    any financing transaction with respect to property constructed, acquired, leased, renewed, relocated, expanded, replaced, repaired, maintained, upgraded or improved (including any reconstruction, refurbishment, renovation and/or development of real property) by the Company or any Restricted Subsidiary after the Closing Date , including Sale and Leaseback Transactions and asset securitizations, permitted by this Agreement ;
 (20)    sales, transfers or other dispositions of Investments in joint ventures or similar entities, to the extent required by, or made pursuant to customary buy/sell arrangements between the parties set forth in the joint venture arrangements or other similar binding arrangements;
 (21)    any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind;

 (22)    the unwinding of any Cash Management Obligations or Hedging Obligations;
 (23)    transfers of property or assets subject to Casualty Events upon receipt of the net proceeds of such Casualty Event;
 (24)    [reserved];
 (25)    dispositions of (i) assets (including Capital Stock) acquired in a transaction after the Closing Date, which assets are not useful in the core or principal business of the Company and the Restricted Subsidiaries or (ii) assets (including Capital Stock) made in connection with the approval of any applicable antitrust authority or otherwise necessary or advisable in the reasonable determination of the Company to consummate any acquisition, provided that, in each case, such disposition shall have been consummated within 365 days of such acquisition;
 (26)    any disposition in connection with the Transactions;
 (27)    any disposition of non-revenue producing assets to a Person who is providing services related to such assets, the provision of which have been or are to be outsourced by the Company or any Restricted Subsidiary to such Person;
 (28)     any Sale and Leaseback Transactions not prohibited under Section 7.03 hereof so long as the Borrower or any Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Company, of the shares and assets subject to such Asset Disposition; [reserved];
 (29)    dispositions of noncore assets acquired in connection with a Permitted Acquisition or other permitted investment or made to obtain the approval of an anti-trust authority, and any other disposition to comply with any order of an agency, authority or other regulatory body or any applicable law or regulation;
 ( 29 30 )    any disposition of assets not constituting Collateral of less than the greater of $32.0 million and 20% of LTM EBITDA.
 “ Assignees ” has the meaning specified in Section 10.07(b) .
 “ Assignment and Assumption ” means an Assignment and Assumption substantially in the form of Exhibit E .
 “ Attorney Costs ” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.
 “ Audited Financial Statements ” means the audited consolidated balance sheets of the Company (or a passive holding company of the Company) and related statements of income, changes in equity and cash flows of the Company (or a passive holding company of the Company) for the fiscal years ended December 31, 2019 and December 31, 2018.
 “ Auto-Extension Letter of Credit ” has the meaning specified in Section 2.03( b c )(iii) .

 “Availability” means, at any date of determination, (a) the aggregate Revolving Credit Commitments as in effect as of such date minus (b) the Total Outstandings as of such date.
 “ Availability Period ” means, with respect to the Revolving Credit Facility, the period from and after the Amendment No. 6 Effective Date to but excluding the earlier of the Maturity Date for the Revolving Credit Facility and the date of termination of the Revolving Credit Commitments in accordance with the provisions of this Agreement.
 “ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
 “ Bail-In Legislation ” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
 “Balance Sheet Cash” means cash and any other amounts of the Company and its Restricted Subsidiaries that would be reflected as “cash and cash equivalents” on a consolidated balance sheet of the Company and its Subsidiaries.
 “ Bankruptcy Code ” means Title 11 of the United State Code, as amended, or any similar federal or state law for the relief of debtors.
 “ Bankruptcy Event ” means, with respect to any Person, such Person or its parent entity becomes (other than via an Undisclosed Administration) the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided , that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person or its parent entity.
 “ Base Rate ” means: a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of: (a) the Prime Rate in effect on such day; (b) ½ of 1.00% per annum above the Federal Funds Rate in effect on such day; and (c) solely with respect to Loans from and after the Amendment No. 5 Effective Date, the Adjusted Term SOFR for a one-month Interest Period on such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day), after giving effect to any applicable Floor plus 1.00%. Any change in the Base Rate for Dollar-denominated Loans due to a change in the Prime Rate, the Federal Funds Rate, or the Adjusted Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate, or the Adjusted Term SOFR, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.02 (for the avoidance of doubt, only until an amendment to the applicable rate of interest has become effective in

 accordance with the terms of this Agreement), then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Base Rate as determined pursuant to the foregoing would be less than 1.50%, such rate shall be deemed to be 1.50% for purposes of this Agreement.
 “ Base Rate Borrowing ” means a Borrowing in respect of a Class of Base Rate Loans.
 “ Base Rate Loan ” means a Loan that bears interest at a rate based on the Base Rate.
 “ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230.
 “ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
 “ BHC Act Affiliate ” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
 “ Board of Directors ” means (1) with respect to the Company or any corporation, the board of directors or managers, as applicable, of the corporation, or any duly authorized committee thereof; (2) with respect to any partnership, the board of directors or other governing body of the general partner, as applicable, of the partnership or any duly authorized committee thereof; (3) with respect to a limited liability company, the managing member or members or any duly authorized controlling committee thereof; and (4) with respect to any other Person, the board or any duly authorized committee of such Person serving a similar function. Whenever any provision requires any action or determination to be made by, or any approval of, a Board of Directors, such action, determination or approval shall be deemed to have been taken or made if approved by a majority of the directors on any such Board of Directors (whether or not such action or approval is taken as part of a formal board meeting or as a formal board approval). Unless the context requires otherwise, Board of Directors means the Board of Directors of the Company.
 “ Borrower ” means, collectively, (i) the Company and (ii) each Co-Borrower (or, as the context requires, any one of them).
 “Borrower Communications” means, collectively, any Committed Loan Notice, notice of prepayment, notice requesting the issuance, amendment or extension of a Letter of Credit or other notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Borrower to the Administrative Agent through an Approved Borrower Portal.
 “ Borrower Materials ” has the meaning specified in Section 6.02 .
 “ Borrowing ” means Loans of the same Class, Type and currency, made, converted or continued on the same date and, in the case of Term Benchmark Loans, as to which a single Interest Period is in effect.
 “ Borrowing Minimum ” means in the case of a Borrowing denominated in Dollars, $1.0 million.

 “ Borrowing Multiple ” means in the case of a Borrowing denominated in Dollars, $100,000.
 “ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, in addition to the foregoing, a Business Day shall be any such day that is only a U.S. Government Securities Business Day (a) in relation to SOFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such SOFR Loan, or any other dealings of such SOFR Loan and (b) in relation to Loans referencing the Adjusted Term SOFR Rate and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Adjusted Term SOFR Rate or any other dealings of such Loans referencing the Adjusted Term SOFR Rate.
 “ Business Successor ” means (i) any former Subsidiary of the Company and (ii) any Person that, after the Closing Date, has acquired, merged or consolidated with a Subsidiary of the Company (that results in such Subsidiary ceasing to be a Subsidiary of the Company), or acquired (in one transaction or a series of transactions) all or substantially all of the property and assets or business of a Subsidiary or assets constituting a business unit, line of business or division of a Subsidiary of the Company.
 “ Capital Stock ” of any Person means any and all shares of, rights to purchase or acquire, warrants, options or depositary receipts for, or other equivalents of, or partnership or other interests in (however designated), equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into, or exchangeable for, such equity.
 “ Capitalized Lease Obligation ” means an obligation that is required to be classified and accounted for as a capitalized lease (and, for the avoidance of doubt, not a straight-line or operating lease) for financial reporting purposes in accordance with GAAP. The amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined in accordance with GAAP, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty; provided , that notwithstanding any other provision contained herein, for all purposes under this Agreement and the other Loan Documents, all obligations of the Company and the Restricted Subsidiaries that are or would be characterized as an operating lease prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update shall continue to be accounted for as an operating lease (and not as a Capitalized Lease Obligation) for purposes of this Agreement regardless of any change in GAAP following January 1, 2015 (that would otherwise require such obligation to be recharacterized as a Capitalized Lease Obligation)).
 “ Capitalized Software Expenditures ” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries.
 “ Captive Insurance Subsidiary ” means any Subsidiary of the Company that is subject to regulation as an insurance company (or any Subsidiary thereof).
 “ Cash Collateral ” has the meaning specified in Section 2.03(f) .
 “ Cash Collateralize ” has the meaning specified in Section 2.03(f) .

 “ Cash Equivalents ” means any of the following types of Investments, to the extent owned by the Company or any Restricted Subsidiary:
 (1)    U.S. Dollars or any other foreign currency held by the Company and its Restricted Subsidiaries from time to time in the ordinary course of business or consistent with past practice;
 (2)    securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof ( provided that the full faith and credit obligation of the United States is pledged in support thereof), with maturities of 36 months or less from the date of acquisition;
 (3)    certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits, demand deposits or bankers’ acceptances having maturities of not more than two years from the date of acquisition thereof issued by any lender or by any bank, trust company or any other financial institution (a) whose commercial paper is rated at least “A-2” or the equivalent thereof by S&P or at least “P-2” or the equivalent thereof by Moody’s (or, if at the time, neither S&P nor Moody’s is rating such obligations, then a comparable rating from another Nationally Recognized Statistical Rating Organization selected by the Company) or (b) having combined capital and surplus in excess of $100.0 million;
 (4)    repurchase obligations for underlying securities of the types described in clauses (2) , (3) , (7) and (8) entered into with any bank meeting the qualifications specified in clause (3) above;
 (5)    securities with maturities of two years or less from the date of acquisition backed by standby letters of credit issued by any Person meeting the qualifications in clause (3)  above;
 (6)    commercial paper and variable or fixed rate notes issued by any Person meeting the qualifications specified in clause (3) above (or by the parent company thereof) maturing within two years after the date of creation thereof, or if no rating is available in respect of the commercial paper or variable or fixed rate notes, the issuer of which has an equivalent rating in respect of its long-term debt;
 (7)    marketable short-term money market and similar securities, having a rating of at least “P-2” or “A-2” from either S&P or Moody’s, respectively, (or, if at the time, neither S&P nor Moody’s is rating such obligations, then a comparable rating from another Nationally Recognized Statistical Rating Organization selected by the Company);
 (8)    readily marketable direct obligations issued by any state, province, commonwealth or territory of the United States of America or any political subdivision, taxing authority or any agency or instrumentality thereof, rated BBB- (or the equivalent) or better by S&P or Baa3 (or the equivalent) or better by Moody’s(or, if at the time, neither S&P nor Moody’s is rating such obligations, then a comparable rating from another Nationally Recognized Statistical Rating Organization selected by the Company) with maturities of not more than two years from the date of acquisition;
 (9)    readily marketable direct obligations issued by any foreign government or any political subdivision, taxing authority or agency or instrumentality thereof, with a rating of “BBB-” or higher from S&P or “Baa3” or higher by Moody’s or the equivalent of such rating by

 such rating organization (or, if at the time, neither S&P nor Moody’s is rating such obligations, then a comparable rating from another Nationally Recognized Statistical Rating Organization selected by the Company) with maturities of not more than two years from the date of acquisition;
 (10)    Investments with average maturities of 24 months or less from the date of acquisition in money market funds with a rating of “A” or higher from S&P or “A-2” or higher by Moody’s or the equivalent of such rating by such rating organization (or, if at the time, neither S&P nor Moody’s is rating such obligations, then a comparable rating from another Nationally Recognized Statistical Rating Organization selected by the Company);
 (11)    with respect to any Foreign Subsidiary: (i) obligations of the national government of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation and Development, in each case maturing within one year after the date of investment therein, (ii) certificates of deposit of, bankers’ acceptance of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P is at least “A-2” or the equivalent thereof or from Moody’s is at least “P-2” or the equivalent thereof (any such bank being an “ Approved Foreign Bank ”), and in each case with maturities of not more than 270 days from the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank;
 (12)    Indebtedness or Preferred Stock issued by Persons with a rating of “BBB-” or higher from S&P or “Baa3” or higher from Moody’s (or, if at the time, neither S&P nor Moody’s is rating such obligations, then a comparable rating from another Nationally Recognized Statistical Rating Organization selected by the Company) with maturities of 24 months or less from the date of acquisition;
 (13)    bills of exchange issued in the United States of America, Canada, the United Kingdom, Japan or a member state of the European Union eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent);
 (14)    investments in industrial development revenue bonds that (i) “re-set” interest rates not less frequently than quarterly, (ii) are entitled to the benefit of a remarketing arrangement with an established broker dealer and (iii) are supported by a direct pay letter of credit covering principal and accrued interest that is issued by any bank meeting the qualifications specified in clause (3) above;
 (15)    Cash Equivalents or instruments similar to those referred to in the clauses above denominated in U.S. Dollars;
 (16)    any investment company, money market, enhanced high yield, pooled or other investment fund investing 90.0% or more of its assets in instruments of the types specified in the clauses above;
 (17)    for purposes of clause (2) of the definition of “Asset Disposition,” any marketable securities portfolio owned by the Company and its Subsidiaries on the Closing Date; and

 (18)    credit card receivables and debit card receivables in the ordinary course of business or consistent with past practice, so long as such are considered cash equivalents under GAAP and are so reflected on the Company’s balance sheet.
 In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside the United States of America, Cash Equivalents shall also include (a) investments of the type and maturity described in the clauses above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (b) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in the clauses above and in this paragraph.
 Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clause (1) above, provided that such amounts are converted into any currency listed in clause (1) as promptly as practicable and in any event within 10 Business Days following the receipt of such amounts. For the avoidance of doubt, any items identified as Cash Equivalents under this definition (other than clause (17) above) will be deemed to be Cash Equivalents for all purposes under this Agreement regardless of the treatment of such items under GAAP.
 “ Cash Management Bank ” means (x) any Lender, any Agent or any Affiliate of the foregoing on the Closing Date or at the time it provides any treasury, depository, credit or debit card, purchasing card, and/or cash management services or automated clearing house transfers of funds to the Company or any Restricted Subsidiary or conducting any automated clearing house transfers of funds and (y) any other Person designated by the Company by written notice to the Administrative Agent that enters into any treasury, depository, credit or debit card, purchasing card, and/or cash management services or automated clearing house transfers of funds to the Company or any Restricted Subsidiary or conducting any automated clearing house transfers of funds; provided that, in the case of this clause (y), such Person shall have appointed the Administrative Agent and the Collateral Agent as its agents under the applicable Loan Documents and agreed to be bound by the provisions of Article IX in favor of the Agent as if it were a Lender and shall have been deemed to have made the representations and warranties set forth in Section 9.06 in favor of the Agents, in each case, pursuant to a writing substantially in the form of Exhibit O or otherwise reasonably satisfactory to the Company and the Administrative Agent.
 “ Cash Management Obligations ” means obligations in respect of any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements, electronic fund transfer, treasury services and cash management services, including controlled disbursement services, working capital lines, lines of credit, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services, or other cash management arrangements or any automated clearing house arrangements, (2) other obligations in respect of netting or setting off arrangements, credit, debit or purchase card programs, stored value card and similar arrangements and (3) obligations in respect of any other services related, ancillary or complementary to the foregoing (including any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements and cash management services, corporate credit and purchasing cards and related programs or any automated clearing house transfers of funds).
 “ Casualty Event ” means any event that gives rise to the receipt by the Company or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, assets or real property (including any improvements thereon) to replace or repair such equipment, assets or real property.

 “ CFC ” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.
 “ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.
 “ Change of Control ” means (1) any “person” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Amendment No. 6 Effective Date), other than one or more Permitted Holders or a Parent Entity, that is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 of the Exchange Act as in effect on the Closing Date) of more than 50.0% of the total voting power of the Voting Stock of the Company; provided that (x) so long as the Company is a Subsidiary of any Parent Entity (and such Parent Entity shall have provided “know your customer” information reasonably requested by the Administrative Agent and the Lenders and such Parent Entity is not a Sanctioned Person), no Person shall be deemed to be or become a beneficial owner of more than 50.0% of the total voting power of the Voting Stock of the Company unless such Person shall be or become a beneficial owner of more than 50.0% of the total voting power of the Voting Stock of such Parent Entity (other than a Parent Entity that is a Subsidiary of another Parent Entity) and (y) any Voting Stock of which any Permitted Holder is the beneficial owner shall not in any case be included in any Voting Stock of which any such Person is the beneficial owner or (2) Borrower shall fail to beneficially own, directly (or indirectly through one or more Intermediate Holding Companies) 100% of the issued and outstanding Capital Stock of Shoals Intermediate.
 Notwithstanding the foregoing, a Change of Control shall be deemed not to have occurred at any time if the Permitted Holders have, at such time, directly or indirectly, the right or the ability, by voting power, contract or otherwise, to elect or designate for election at least a majority of the board of directors of the Company.
 Notwithstanding the preceding or any provision of Section 13d-3 of the Exchange Act, (i) a Person or group shall not be deemed to beneficially own Voting Stock subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Voting Stock in connection with the transactions contemplated by such agreement, (ii) if any group includes one or more Permitted Holders, the issued and outstanding Voting Stock of the Company owned, directly or indirectly, by any Permitted Holders that are part of such group shall not be treated as being beneficially owned by such group or any other member of such group for purposes of determining whether a Change of Control has occurred, (iii) a Person or group will not be deemed to beneficially own the Voting Stock of another Person as a result of its ownership of Voting Stock or other securities of such other Person’s parent entity (or related contractual rights) unless it owns 50.0% or more of the total voting power of the Voting Stock entitled to vote for the election of directors of such parent entity having a majority of the aggregate votes on the board of directors (or similar body) of such parent entity and (iv) the right to acquire Voting Stock (so long as such Person does not have the right to direct the voting of the Voting

 Stock subject to such right) or any veto power in connection with the acquisition or disposition of Voting Stock will not cause a party to be a beneficial owner.
 “ Charges ” has the meaning provided in the definition of “ Consolidated EBITDA ”.
 “ Class ” (a) when used with respect to Lenders, refers to whether such Lenders hold a particular Class of Commitments or Loans, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Credit Commitments, or Extended Revolving Credit Commitments, in each case, that are designated as an additional Class of Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit Loans and any Loans made pursuant to any other Class of Commitments.
 “ Closing Date ” means the date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01 .
 “ Closing Date Certificate ” means, collectively, the Closing Date Certificate executed by a Responsible Officer of the Company on the Closing Date substantially in the form attached as Exhibit D-1 hereto as supplemented pursuant to Amendment No. 6 on the Amendment No. 6 Effective Date.
 “ Closing Date Refinancing ” has the meaning specified in Section 4.01(k) .
 “ Closing Distribution ” means those certain distributions on or shortly after the Closing Date from the Company to Initial Holdings and from there to direct or indirect equity holders of Initial Holdings in an aggregate amount not to exceed $350.0 million plus amounts funded from cash on hand at Initial Holdings and its Subsidiaries.
 “ CME Term SOFR Administrator ” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).
 “ Co-Borrowers ” means Wholly Owned Subsidiaries that are Restricted Subsidiaries from time to time designated by the Company to the Administrative Agent as “borrowers” in accordance with Section 11.01 , and “Co-Borrower” means any one of them.
 “ Code ” means the U.S. Internal Revenue Code of 1986, as amended.
 “ Collateral ” means all the “Collateral” as defined in the Collateral Documents and all other property of whatever kind and nature pledged or charged (or purported to be) as collateral under any Collateral Document, and shall include the Mortgaged Properties.
 “ Collateral Agent ” means Wilmington Trust, solely in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent appointed in accordance with Section 9.09 .
 “ Collateral and Guarantee Requirement ” means, at any time, the requirement that:
 (a)    the Collateral Agent shall have received each Collateral Document required to be delivered (i) on the Closing Date pursuant to Section 4.01(a)(iii) or (ii) thereafter pursuant to Section 6.10 , Section 6.12 or the Collateral Documents, in each case, duly executed by each Loan Party that is a party thereto;

 (b)    all Secured Obligations shall have been unconditionally guaranteed (the “ Guarantees ”), jointly and severally, by any Intermediate Holding Company, any Holding Company, each Borrower (except as to its own obligations) and each other Restricted Subsidiary that is a Material Subsidiary (other than any Excluded Subsidiary) including as of the Amendment No. 6 Effective Date those that are listed on Schedule 1.01D to the Closing Date Certificate (each, a “ Guarantor ”);
 (c)    the Secured Obligations and the Guarantees shall have been secured pursuant to, the Security Agreement or other applicable Collateral Document by a valid and perfected security interest subject to no other Liens (other than Permitted Liens) in (i) all the Capital Stock of the Company and each Intermediate Holding Company, if any, and (ii) all Capital Stock (other than Excluded Equity) held directly by the Borrower or any Guarantor in any Wholly Owned Subsidiary, in each case, subject to no Liens other than Permitted Liens.
 (d)    except to the extent otherwise provided hereunder or under any Collateral Document, the Secured Obligations and the Guarantees shall have been secured by a perfected security interest (other than in the case of mortgages, to the extent such security interest may be perfected by delivering certificated securities and instruments, filing personal property financing statements or other similar documentation, or in the case of IP Rights, to the extent such security interest may be perfected by making any necessary filings with the United States Patent and Trademark Office or United States Copyright Office, as applicable) in, and mortgages on, substantially all tangible and intangible assets of the Borrower, any Intermediate Holding Company and each other Guarantor (including, without limitation, accounts receivable, inventory, equipment, investment property, intellectual property, intercompany receivables, other general intangibles and proceeds of the foregoing but excluding real property (other than with respect to Material Real Property), Excluded Property and IP Rights subsisting outside the United States), in each case, with the priority required by the Collateral Documents; provided that security interests in real property shall be limited to the Mortgaged Properties;
 (e)    in the event any Guarantor is added that is organized in a Covered Jurisdiction other than the United States, such Loan Party shall grant a perfected lien on substantially all of its assets (other than (i) Excluded Property and (ii) IP Rights subsisting outside of the United States) pursuant to arrangements reasonably agreed between the Administrative Agent and the Company subject to customary limitations in such Covered Jurisdiction to be reasonably agreed to between the Administrative Agent and the Company;
 (f)    the Collateral Agent shall have received (i) counterparts of a Mortgage with respect to each Material Real Property required to be delivered pursuant to Section 4.01 (if applicable), Section 6.10 , and/or Section 6.12 , as applicable, duly executed and delivered by the record owner or the lessee of such property , (with respect to any leased Material Real Property, subject to sub-clause (viii) below), (ii) a title insurance policy for such Mortgaged Property (or marked-up title insurance commitment having the effect of a title insurance policy) (the “ Mortgage Policies ”), in an amount reasonably acceptable to the Administrative Agent and the Collateral Agent , insuring the Lien of each such Mortgage as a valid first priority Lien on the property described therein, free of any other Liens except Permitted Liens, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request and to the extent available in each applicable jurisdiction, (iii) a Survey with respect to each Mortgaged Property, provided , however , that a Survey shall not be required to the extent that (A) an existing survey together with an “affidavit of no change” satisfactory to the Title Company is

 delivered to the Collateral Agent and the Title Company and (B) the Title Company removes the standard survey exception and provides reasonable and customary survey-related endorsements and other coverages in the applicable Mortgage Policy, (iv) a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto), (v) a copy of, or a certificate as to coverage under, and a declaration page relating to, any flood insurance policies required by Section 6.06 hereof, each of which (A) shall be endorsed or otherwise amended to name the Collateral Agent as mortgagee and loss payee, (B) shall (1) identify the addresses of each property located in a special flood hazard area, (2) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (3) provide that the insurer will give the Collateral Agent thirty (30) days written notice of cancellation, non-renewal or change in coverage and (4) shall be otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent , (vi) if reasonably requested by the Collateral Agent (acting at the direction of the Required Lenders) or the Administrative Agent, a legal opinion regarding due authorization, execution and enforceability of such Mortgage from counsel to the Company in form and substance reasonably acceptable to the Administrative Agent, and (vii) such existing abstracts, existing appraisals, and other documents as the Administrative Agent may reasonably request with respect to any such Mortgaged Property; and (viii) from the Amendment No. 7 Effective Date, with respect to any leased Material Real Property, the Borrower shall use commercially reasonable efforts for ninety (90) days after entry into the applicable lease to deliver to the Collateral Agent the applicable documents in the foregoing clauses (including a leasehold Mortgage), a landlord waiver, consent and mortgagee protection agreement (together with subordination and non-disturbance agreements from any lender of landlord), and estoppel certificates each in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, duly executed and delivered by the landlord, lender (as applicable) and the applicable Loan Party, as tenant, and a memorandum or notice of lease duly executed and delivered by the landlord, and the applicable Loan Party in proper form for recording or registration in the recording office or land registry office of each applicable political subdivision where such Material Real Property is situated;
 (g)    the Collateral Agent shall not enter into any Mortgage after the Amendment No. 6 Effective Date until the date that occurs thirty (30) days after the Borrower has delivered to the Collateral Agent and the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) certification by the applicable Loan Party of receipt of such notice; and (iii) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such real property is located, evidence of required flood insurance; it being agreed that if the any Lender does not provide a written objection within thirty (30) days following receipt thereof, it shall be deemed to be satisfied . ; and
 (h)    from and after the Amendment No. 7 Effective Date, no Loan Party shall open, maintain, own or otherwise hold any Deposit Account, Securities Account or Commodity Account (other than, in each case, any Excluded Account) that is not subject to a springing account control agreement (an “Account Control Agreement”) in form and substance reasonably satisfactory to the Administrative Agent within forty-five (45) days after such Deposit Account,

 Securities Account or Commodity Account is initially opened, maintained, owned or otherwise held by such Loan Party (or such longer period as the Administrative Agent may agree in its sole discretion); provided that the Loan Parties shall have forty-five (45) days after the Amendment No. 7 Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion) to deliver required Account Control Agreements for all such Deposit Accounts, Securities Accounts and Commodity Accounts as in existence on the Amendment No. 7 Effective Date.
 The foregoing definition shall not require the creation or perfection of pledges of or security interests in particular assets if and for so long as the Administrative Agent and the Company agree in writing that the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets (including adverse tax consequences) outweighs the benefits to be obtained by the Lenders therefrom.
 The Administrative Agent may grant extensions of time for the perfection of security interests in or the obtaining of title insurance and surveys with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Company, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.
 Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary:
 (A)    Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in the Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent and the Company;
 (B)    the Collateral and Guarantee Requirement shall not apply to any Excluded Property;
 (C)     no deposit account control agreement, securities account control agreement or other control agreements or control arrangements shall be required with respect to any deposit account, securities account or other asset specifically requiring perfection through control agreements; [reserved];
 (D)    no actions in any jurisdiction other than the Covered Jurisdictions or that are necessary to comply with the Laws of any jurisdiction other than the Covered Jurisdictions shall be required in order to create any security interests in assets located, titled, registered or filed outside of the Covered Jurisdictions and no actions in any jurisdiction shall be required in order to create any security interests in IP Rights, subsisting outside the United States (it being understood that there shall be no security agreements, pledge agreements, or share charge (or mortgage) agreements governed under the Laws of any jurisdiction other than the Covered Jurisdictions);
 (E)    general statutory limitations, financial assistance, corporate benefit, capital maintenance rules, fraudulent preference, “thin capitalization” rules, retention of title claims and similar principle may limit the ability of a Foreign Subsidiary to provide a Guarantee or Collateral or may require that the Guarantee or Collateral be limited by an amount or otherwise, in each case as reasonably determined by the Company in consultation with the Administrative Agent; and

 (F)    no stock certificates of Immaterial Subsidiaries or Unrestricted Subsidiaries shall be required to be delivered to the Collateral Agent.
 “ Collateral Documents ” means, collectively, the Security Agreement, the Mortgages, collateral assignments, Security Agreement Supplements, security agreements, pledge agreements , Account Control Agreements or other similar agreements delivered to the Collateral Agent and the Lenders pursuant to Section 4.01(a)(iii) , Section 6.10 or Section 6.12 , the Guaranty and each of the other agreements, instruments or documents that creates or purports to create a Lien or Guarantee in favor of the Collateral Agent for the benefit of the Secured Parties.
 “ Commitment ” means a Revolving Credit Commitment or an Extended Revolving Credit Commitment.
 “ Commitment Fee ” has the meaning provided in Section 2.09(a…