Form 8-K
8-K — Ingevity Corp
Accession: 0001104659-26-036423
Filed: 2026-03-30
Period: 2026-03-26
CIK: 0001653477
SIC: 2800 (CHEMICALS & ALLIED PRODUCTS)
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Financial Statements and Exhibits
Documents
8-K — tm269617d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm269617d1_ex10-1.htm)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities
Exchange Act of 1934
March 26, 2026
Date
of Report (date of earliest event reported)
INGEVITY
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
001-37586
47-4027764
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
4920 O’Hear Avenue, Suite 400
North Charleston
South Carolina
29405
(Address of principal executive offices)
(Zip code)
Registrant’s telephone
number, including area code: 843-740-2300
Not
Applicable
(Former
name or former address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
¨ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange
on which registered
Common Stock ($0.01 par value)
NGVT
New York Stock Exchange
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
¨
Emerging growth company
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨
Item 1.01. ENTRY INTO
A MATERIAL DEFINITIVE AGREEMENT
On March 26, 2026 (the “Closing Date”),
Ingevity Corporation (the “Company”), Ingevity Holdings SRL (“Holdings”), Ingevity UK Ltd (the “UK
Borrower”), the other loan parties party thereto, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase
Bank, N.A., as administrative agent (the “Administrative Agent”), collateral agent and swingline lender, entered into
that certain Second Amendment and Restatement Agreement (the “Amendment”), which amends and restates the Amended and
Restated Credit Agreement, dated as of June 23, 2022 (the “Existing Credit Agreement,” and as amended and restated
by the Amendment, the “Second Amended and Restated Credit Agreement”), by and among the Company, Holdings, the UK Borrower,
the lenders from time to time party thereto and the Administrative Agent.
The
Amendment amends and restates the Existing Credit Agreement to, among other things, (a) extend the maturity date of the Company’s
revolving credit facility to the date that is five years after the Closing Date, (b) decrease the aggregate amount of the commitments
thereunder from $1 billion to $750 million and (c) effect certain other amendments. Borrowings under the revolving credit facility
bear interest at a rate per annum equal to, at the Company’s option, either (a) the applicable term benchmark rate, subject to a
0.00% floor, or (b) a base rate, in each case, plus an applicable margin of 1.00% to 1.75% for term benchmark loans and 0.00% to 0.75%
for base rate loans. The Second Amended and Restated Credit Agreement contains certain customary affirmative and negative covenants, representations
and warranties and events of default (subject in certain cases to customary grace and cure periods).
On the Closing Date, the Company repaid all of
its outstanding revolving loans in an aggregate principal amount of $512.1 million.
The foregoing summary of the Amendment does not
purport to be complete and is subject to, qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03. Creation of
a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant
The information in Item 1.01 above is incorporated
by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits
(d)
Exhibits
Exhibit
No.
Description
10.1
Second
Amendment and Restatement Agreement, dated as of March 26, 2026, among Ingevity Corporation, Ingevity Holdings SRL, Ingevity UK Ltd,
the other loan parties party thereto, JPMorgan Chase Bank, N.A., as the administrative agent, and the lenders party thereto
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
INGEVITY CORPORATION
(Registrant)
By:
/s/
Mary Dean Hall
Mary
Dean Hall
Executive
Vice President and Chief Financial Officer
Date: March
30, 2026
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm269617d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
Execution Version
SECOND AMENDMENT AND RESTATEMENT AGREEMENT
SECOND AMENDMENT AND RESTATEMENT
AGREEMENT, dated as of March 26. 2026 (this “Amendment”), among INGEVITY CORPORATION, a Delaware corporation
(the “U.S. Borrower”), Ingevity Holdings SRL (formerly
MEADWESTVACO EUROPE SPRL), a Belgian private limited liability company (société
à responsabilité limitée/besloten vennootschap) incorporated under the laws of Belgium, with its registered office
at Avenue des Olympiades 2, B-1140 Brussels and registered with the Belgian Crossroads Bank for Enterprises under number 0402.720.145,
RPR/RPM Brussels (French speaking division) (the “Belgian Borrower,”), INGEVITY UK LTD, a private limited
company incorporated under the laws of England and Wales with registration number 02715398 (the “U.K. Borrower” and
together with the U.S. Borrower and the Belgian Borrower, the “Borrowers”), the other Loan Parties, the Revolving
Lenders party hereto, the Issuing Banks party hereto, JPMorgan Chase Bank, N.A.
and J.P. MORGAN SE., as Administrative Agent (in such capacity, the “Administrative
Agent”), and JPMorgan Chase Bank, N.A. as a Revolving Lender, Collateral
Agent (in such capacity, the “Collateral Agent”) and Swingline Lender (in such capacity, the “Swingline Lender”),
to the Amended and Restated Credit Agreement, dated as of June 23, 2022 (as amended, restated, amended and restated, supplemented
or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), by and among the Borrowers, the
Lenders from time to time party thereto, the Swingline Lender, the Issuing Banks and the Administrative Agent. Capitalized terms used
and not otherwise defined herein shall have the meanings assigned to them in the Existing Credit Agreement.
WHEREAS, in connection with
the Existing Credit Agreement, certain of the Lenders made Revolving Loans to the U.S Borrower, the U.K. Borrower and the Belgian Borrower,
and such Borrowers have requested to incur Refinancing Indebtedness in the form of Revolving Commitments (as defined in the Second Amended
and Restated Credit Agreement) in an aggregate principal amount of $750,000,000, which Revolving Commitments will replace all Revolving
Commitments (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the Effective
Date, and Revolving Loans (as defined in the Second Amended and Restated Credit Agreement), the proceeds from Borrowings of which on the
Effective Date will be used to repay in full all of the Revolving Loans outstanding under the Existing Credit Agreement immediately prior
to the Effective Date (the “Refinancing”);
WHEREAS, each financial institution
having an amount set forth opposite its name under the heading “Revolving Commitment” on Schedule 2.01 of the Second Amended
and Restated Credit Agreement (each, a “Revolving Lender”) has agreed severally, on the terms and conditions set forth
herein and in the Second Amended and Restated Credit Agreement, to provide the portion of the Revolving Commitments in the amount set
forth opposite its name;
WHEREAS, Section 9.02(b) of
the Existing Credit Agreement provides that the Existing Credit Agreement may be amended or modified pursuant to an agreement in writing
entered into by the Borrowers, the Administrative Agent and the Required Lenders and, with the consent of each affected Lender, such amendment
or modification may make certain other changes thereto;
WHEREAS, the Borrowers have
requested that the Existing Credit Agreement be amended and restated pursuant to this Amendment into the form of the Credit Agreement
attached hereto as Exhibit A (the “Second Amended and Restated Credit Agreement”), and each of the undersigned
Revolving Lenders, together constituting, after giving effect to the Refinancing, all Lenders, desires to consent to such amendments pursuant
to Section 9.02(b) of the Existing Credit Agreement;
1
WHEREAS, JPMorgan Chase Bank,
N.A., BofA Securities, Inc., Citizens Bank, N.A., PNC Bank, National Association and TD Securities (USA) LLC are acting as joint
lead arrangers in connection with this Amendment (in such capacity, the “Amendment Arrangers”);
NOW, THEREFORE, in consideration
of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Revolving
Facility.
(a) Each
Revolving Lender party hereto hereby agrees (i) that effective on and at all times after the Effective Date, such Revolving Lender
will be bound by all obligations of a Lender under the Second Amended and Restated Credit Agreement and (ii) to provide a portion
of the Revolving Commitments in the aggregate principal amount set forth opposite its name on Schedule 2.01 of the Second Amended
and Restated Credit Agreement, which shall be Revolving Commitments under the Second Amended and Restated Credit Agreement.
(b) Schedule
2.01 of the Second Amended and Restated Credit Agreement sets forth, as of the Effective Date, the Revolving Commitments of each Revolving
Lender after giving effect to this Amendment.
(c) On
the Effective Date, each Revolving Lender agrees that the participations in Letters of Credit outstanding on such date shall be reallocated
as shall be necessary in order that, after giving effect to all such reallocation, the participations in Letters of Credit will be held
by all the Revolving Lenders ratably in accordance with their Applicable Percentages calculated in accordance with Schedule 2.01
of the Second Amended and Restated Credit Agreement.
Section 2. Amendment
and Restatement.
(a) The
Loan Parties, the Administrative Agent, the Revolving Lenders party hereto and the Issuing Banks party hereto hereby agree that, as of
the Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety by the Second Amended and Restated Credit
Agreement attached hereto as Exhibit A.
(b) Schedules
1.01, 2.01, 3.06(a), 3.06(b), 3.11A, 3.11B, 5.13, 6.01, 6.02, 6.04,
6.09 and 6.10 to the Existing Credit Agreement are, effective as of the Effective Date, hereby amended and restated in their
entirety by such Schedules attached to the Second Amended and Restated Credit Agreement.
(c) Exhibit A
to the Existing Credit Agreement is, effective as of the Effective Date, hereby amended and restated in its entirety by Exhibit B
attached hereto.
Section 3. Representations
and Warranties. The Loan Parties represent and warrant to the Revolving Lenders and the Administrative Agent as of the Effective
Date that:
(a) The
representations and warranties of each Loan Party set forth in the Loan Documents (as amended and restated hereby) are true and correct
(A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all
material respects, in each case on and as of the Effective Date, except in the case of any such representation and warranty that expressly
relates to a prior date, in which case such representation and warranty was so true and correct on and as of such prior date.
2
(b) At
the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.
Section 4. Conditions
to Effectiveness. This Amendment shall become effective on the date (the “Effective Date”) on which all the
following events have occurred:
(a) the
Administrative Agent (or its counsel) shall have received from the Loan Parties, the Swingline Lender, each Issuing Bank and each of the
Revolving Lenders (which constitute all Lenders under the Existing Credit Agreement after giving effect to the Refinancing), a counterpart
of this Amendment signed on behalf of each such party;
(b) the
Administrative Agent (or its counsel) shall have received (i) true and complete copies of the Organizational Documents of each Loan
Party and, in the case of the U.K. Borrower, the register of persons of significant control of the U.K. Borrower and a copy of the resolutions,
in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors or other governing body, as applicable,
of each Loan Party (or a duly authorized committee thereof) and, in the case of the U.K. Borrower, of all the holders of the issued shares
of the U.K. Borrower, in each case authorizing (A) the execution, delivery and performance of this Amendment (and any agreements
relating thereto) and (B) in the case of the U.S. Borrower, the extensions of credit hereunder, together with such certificates relating
to the good standing of each Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each
Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a
certificate of each Loan Party, dated the Effective Date, substantially in the form of Exhibit M to the Existing Credit Agreement
or otherwise reasonably satisfactory to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of such
Loan Party, and attaching the documents referred to in clause (i) above;
(c) the
representations and warranties set forth in Section 3 hereof shall be true and correct and the Administrative Agent shall have received
a certificate of an Authorized Officer to such effect;
(d) the
Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Revolving Lenders and
the Issuing Banks as of and dated the Effective Date) of (i) Wachtell, Lipton, Rosen & Katz, (ii) McGuireWoods LLP,
(iii) Loyens & Loeff CVBA, (iv) NautaDutilh BV/SRL and (v) Cahill Gordon & Reindel (UK) LLP;
(e) the
Revolving Lenders shall have received a certificate from a Financial Officer of the U.S. Borrower, substantially in the form of Exhibit K
to the Existing Credit Agreement (or other form reasonably acceptable to the Administrative Agent) confirming the solvency of the U.S.
Borrower and the Subsidiaries on a consolidated basis on the Effective Date;
(f) the
U.S. Borrower shall have (1) reimbursed the Administrative Agent for all reasonable out-of-pocket expenses incurred by it in connection
with this Amendment and invoiced at least (3) three Business Days prior to the Effective Date, (2) paid all fees and expenses
required to be paid on the Effective Date pursuant to the Engagement Letter, dated as of February 19, 2026, between the U.S. Borrower
and JPMorgan Chase Bank, N.A.;
3
(g) the
Borrowers shall have provided to the Administrative Agent or any Revolving Lender all information and documentation reasonably requested
in writing at least five (5) Business Days prior to the Effective Date by the Administrative Agent or such Revolving Lender for purposes
of compliance with the Beneficial Ownership Regulation (as defined in the Second Amended and Restated Credit Agreement) (which information
and documentation shall be true and correct in all material respects);
(h) the
Borrower Representative shall have delivered to the Administrative Agent a notice of prepayment and a notice of termination with respect
to the Revolving Loans in accordance with Section 2.11(g) and Section 2.08(c) respectively of the Existing Credit
Agreement not later than 12:00 noon, New York time, three (3) Business Days prior to the Effective Date, and the Borrowers shall
have repaid all Revolving Loans that are outstanding immediately prior to the effectiveness of this Amendment on the Effective Date; and
(i) the
Borrowers shall have delivered a promissory note to each Revolving Lender that has requested from the Borrowers a promissory note pursuant
to Section 2.09(c) of the Second Amended and Restated Credit Agreement, in a form approved by the Administrative Agent.
Section 5. Counterparts.
This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when
so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument.
Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall
be effective as delivery of an original executed counterpart hereof. The words “execution”, “execute”, “signed”,
“signature”, and words of like import in or related to any document to be signed in connection with this Amendment and the
transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract
formations on electronic platforms approved by the Administrative Agent, 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. Applicable
Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 7. Headings.
The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
Section 8. Effect
of Amendment. On and after the effectiveness of this Amendment:
(a) each
reference in the Existing Credit Agreement to “this Credit Agreement”, “this Agreement”, “hereunder”,
“hereof” or words of like import referring to the Credit Agreement and each reference in the Notes and each of the other Loan
Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to
the Existing Credit Agreement, shall mean and be a reference to the Second Amended and Restated Credit Agreement.
4
(b) each
other Loan Document besides the Existing Credit Agreement, in each case as specifically amended or waived by this Amendment, are and shall
continue to be in full force and effect and are hereby in all respects ratified and confirmed. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the
Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend
or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or
any other Loan Document, or any other provision of the Existing Credit Agreement or any other Loan Document, all of which are ratified
and affirmed in all respects and shall continue in full force and effect. The parties hereto expressly acknowledge that it is not their
intention that this Amendment or any of the other Loan Documents executed or delivered pursuant hereto constitute a novation of any of
the obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, but rather constitute
a modification thereof pursuant to the terms contained herein, and the Amendment shall not constitute a novation of the Existing Credit
Agreement or any other Loan Document. The terms and conditions of the Existing Credit Agreement shall be and hereby are amended, superseded
and restated in their entirety by the terms and provisions of this Amendment. All documents, instruments, and agreements delivered, as
well as all Liens created, pursuant to or in connection with the Existing Credit Agreement and the other Loan Documents shall remain in
full force and effect, each in accordance with its terms (as amended, amended and restated, supplemented or otherwise modified by this
Amendment), unless such document, instrument, or agreement has otherwise been terminated or has expired in accordance with or pursuant
to the terms of this Amendment or such document, instrument, or agreement or as otherwise agreed by the required parties hereto or thereto.
Each party hereto acknowledges and agrees that the liens, security interests and assignments created and granted by any Grantor (as defined
in the U.S. Collateral Agreement) under the U.S. Collateral Agreement, any Chargor (as defined in each U.K. Security Agreement) or any
Pledgor (as defined in the U.S. Law Belgian Pledge Agreement and any Belgian Security Agreement) that encumber the Collateral (as defined
in the Existing Credit Agreement) shall continue to exist and remain valid and subsisting, shall not be impaired, extinguished or released
hereby, shall remain in full force and effect, and, to the extent required, are hereby ratified, renewed, brought forward, extended, and
rearranged as security for the Obligations (as defined in the U.S. Collateral Agreement and the U.S. Law Belgian Pledge Agreement) and
the Secured Obligations (as defined in the U.K. Security Agreements, the Belgian Receivables Pledge Agreement, the Belgian Bank Accounts
Pledge Agreement, and the Belgian Share Pledge Agreement, as amended by this Amendment), as applicable, in each case, with all such liens,
security interests and assignments continuing in favor of JPMorgan Chase Bank, N.A., in its capacity as the Administrative Agent and Collateral
Agent for the benefit of the Secured Parties in full force and effect after giving effect to this Amendment. For the avoidance of doubt,
each of the parties to this Amendment agrees that, to the extent that any amendment and restatement made to the Existing Credit Agreement
pursuant to this Amendment shall constitute a novation within the meaning of Article 5.245 of the Belgian Civil Code, then notwithstanding
any such novation, all the rights (including in relation to the Collateral created under the Security Documents) of a Lender against the
Loan Parties shall be maintained in accordance with Article 5.247 of the Belgian Civil Code. This Amendment constitutes a Loan Document.
Section 9. Acknowledgement
and Consent.
(a) Each
Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement and this Amendment and consents
to the amendments of the Existing Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Loan
Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Loan
Documents the payment and performance of all “Obligations” under, and evidenced by, this Agreement and under each of the other
Loan Documents to which it is a party (as such term is defined in the applicable Loan Document) including for the avoidance of doubt,
the Obligations of the U.K. Borrower.
5
(b) Each
Guarantor acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force
and effect (as amended, amended and restated, supplemented or otherwise modified by this Amendment) and that all of its obligations thereunder
shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment.
(c) Each
Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor,
in its capacity as such, is not required by the terms of the Existing Credit Agreement or any other Loan Document to consent to the amendments
to the Existing Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Existing Credit Agreement, this Amendment
or any other Loan Document shall be deemed to require the consent of such Guarantor, in its capacity as such, to any future amendments
to the Existing Credit Agreement.
Section 10. Amendment
Arrangers. Each of the Amendment Arrangers shall be entitled to all rights, privileges and immunities applicable to the “Arrangers”
under the Loan Documents in connection herewith.
[Signature Pages Follow]
6
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the date first above written.
BORROWERS:
INGEVITY CORPORATION
By:
/s/
Mary Dean Hall
Name: Mary Dean
Hall
Title: Executive Vice
President and Chief Financial Officer
[Signature Page to Ingevity Second Amendment and Restatement Agreement]
INGEVITY HOLDINGS SRL
By:
/s/ Beth Wheeler
Name: Beth Wheeler
Title: Director
[Signature Page to Ingevity Second Amendment and Restatement Agreement]
INGEVITY UK LTD
By:
/s/ Beth Wheeler
Name: Beth Wheeler
Title: Director
[Signature Page to Ingevity Second Amendment and Restatement Agreement]
GUARANTORS:
INGEVITY ARKANSAS, LLC
INGEVITY SOUTH CAROLINA, LLC
INGEVITY SERVICES, INC.
INGEVITY GEORGIA, LLC
INGEVITY VIRGINIA CORPORATION
OZARK MATERIALS, LLC
By:
/s/ Mary Dean Hall
Name: Mary Dean Hall
Title: Executive Vice President
and Chief Financial Officer
[Signature Page to Ingevity Second Amendment and Restatement Agreement]
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, Collateral Agent, Swingline Lender, an Issuing Bank and a Revolving Lender
By:
/s/ Kody J. Nerios
Name: Kody J. Nerios
Title: Authorized Officer
[Signature Page to Ingevity Second Amendment and Restatement Agreement]
J.P. MORGAN SE.,
as Administrative Agent
By:
/s/ Karolina Glinka
Name: Karolina Glinka
Title: Vice President
By:
/s/ Franck Gomboc
Name: Franck Gomboc
Title: Managing Director
[Signature Page to Ingevity Second Amendment and Restatement Agreement]
BANK OF AMERICA, N.A.,
as an Issuing Bank and a Revolving Lender
By:
/s/ Erika Murphy
Name: Erika Murphy
Title: Director
[Signature Page to Ingevity Second Amendment and Restatement Agreement]
CITIZENS BANK, N.A.,
as an Issuing Bank and a Revolving Lender
By:
/s/ David W. Dinella
Name: David W. Dinella
Title: Senior Vice President
[Signature Page to Ingevity Second Amendment and Restatement Agreement]
PNC BANK, NATIONAL ASSOCIATION,
as an Issuing Bank and a Revolving Lender
By:
/s/ Tony Savage
Name: Tony Savage
Title: Senior Vice President
[Signature Page to Ingevity Second Amendment and Restatement Agreement]
THE TORONTO-DOMINION BANK, NEW YORK BRANCH,
as an Issuing Bank and a Revolving Lender
By:
/s/ Lionel Baptista
Name: Lionel Baptista
Title: Authorized Signatory
[Signature Page to Ingevity Second Amendment and Restatement Agreement]
BMO BANK, N.A.,
as a Revolving Lender
By:
/s/ Thomas Hasenauer
Name: Thomas Hasenauer
Title: Managing Director
[Signature Page to Ingevity Second Amendment and Restatement Agreement]
FIRST NATIONAL BANK OF PENNSYLVANIA,
as a Revolving Lender
By:
/s/ Margaret Murphy
Name: Margaret Murphy
Title: Assistant Vice President
[Signature Page to Ingevity Second Amendment and Restatement Agreement]
U.S. BANK NATIONAL ASSOCIATION,
as a Revolving Lender
By:
/s/ Petcharath Loyd
Name: Petcharath Loyd
Title: Vice President
[Signature Page to Ingevity Second Amendment and Restatement Agreement]
CITIBANK, N.A.,
as a Revolving Lender
By:
/s/ Megan Hand
Name: Megan Hand
Title: Authorized Signer
[Signature Page to Ingevity Second Amendment and Restatement Agreement]
GOLDMAN SACHS BANK USA,
as a Revolving Lender
By:
/s/ Andrew Vernon
Name: Andrew Vernon
Title: Authorized Signatory
[Signature Page to Ingevity Second Amendment and Restatement Agreement]
MORGAN STANLEY SENIOR FUNDING, INC.,
as a Revolving Lender
By:
/s/ Michael King
Name: Michael King
Title: Vice President
[Signature Page to Ingevity Second Amendment and Restatement Agreement]
TRUIST BANK,
as a Revolving Lender
By:
/s/ Alexander Harrison
Name: Alexander Harrison
Title: Director
[Signature Page to Ingevity Second Amendment and Restatement Agreement]
Exhibit A
Second Amended and Restated Credit Agreement
(see attached)
EXHIBIT A
EXECUTION VERSION
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
dated as of
March 26, 2026,
among
INGEVITY CORPORATION,
as U.S. Borrower,
INGEVITY HOLDINGS SRL,
as Belgian Borrower,
INGEVITY UK LTD,
as U.K. Borrower,
The LENDERS from Time to Time Party Hereto
and
JPMORGAN CHASE BANK, N.A. and J.P. MORGAN SE,
as Administrative Agent
JPMORGAN CHASE BANK, N.A.,
BOFA SECURITIES, INC.,
Citizens
BANK, N.A.,
PNC BANK,
NATIONAL ASSOCIATION,
and
TD SECURITIES (USA) LLC,
as Joint Lead Arrangers, Joint Bookrunners and Syndication Agents
BMO BANK N.A.,
FIRST NATIONAL BANK OF PENNSYLVANIA,
and
U.S.
Bank National Association,
as Syndication Agents
CITIBANK, N.A.,
Goldman
Sachs Bank USA,
MORGAN STANLEY SENIOR FUNDING, INC.,
and
TRUIST
Bank,
as Documentation Agents
TABLE OF CONTENTS
Page
ARTICLE I
Definitions
SECTION 1.01
Defined Terms
6
SECTION 1.02
Classification of Loans and Borrowings
72
SECTION 1.03
Terms Generally
72
SECTION 1.04
Accounting Terms; GAAP; Pro Forma Calculations
73
SECTION 1.05
Times of Day
74
SECTION 1.06
Timing of Payment or Performance
74
SECTION 1.07
Exchange Rate Calculations and Currency Equivalents Generally
74
SECTION 1.08
Belgian Terms
75
SECTION 1.09
Divisions
78
SECTION 1.10
Interest Rates; Benchmark Notification
78
SECTION 1.11
Limited Condition Transactions
78
SECTION 1.12
Ratio Calculations; Negative Covenant Reclassification
79
ARTICLE II
The Credits
SECTION 2.01
Commitments
80
SECTION 2.02
Loans and Borrowings
80
SECTION 2.03
Requests for Borrowings
81
SECTION 2.04
Swingline Loans
82
SECTION 2.05
Letters of Credit
85
SECTION 2.06
Funding of Borrowings
91
SECTION 2.07
Interest Elections
92
SECTION 2.08
Termination and Reduction of Commitments
93
SECTION 2.09
Repayment of Loans; Evidence of Debt
95
SECTION 2.10
Amortization of Term Loans
96
SECTION 2.11
Prepayment of Loans
97
SECTION 2.12
Fees
98
SECTION 2.13
Interest
99
SECTION 2.14
Alternate Rate of Interest
100
SECTION 2.15
Increased Costs
103
SECTION 2.16
Break Funding Payments
105
SECTION 2.17
Taxes
106
SECTION 2.18
Payments Generally; Pro Rata Treatment; Sharing of Setoffs
113
SECTION 2.19
Mitigation Obligations; Replacement of Lenders
115
SECTION 2.20
Defaulting Lenders
116
SECTION 2.21
Incremental Facilities
118
SECTION 2.22
Extensions of Term Loans, Revolving Loans and Revolving Commitments
122
i
SECTION 2.23
Loan Repurchases
127
SECTION 2.24
Illegality
128
ARTICLE III
Representations and Warranties
SECTION 3.01
Organization; Powers
129
SECTION 3.02
Authorization; Enforceability
129
SECTION 3.03
Governmental Approvals; Absence of Conflicts
129
SECTION 3.04
Financial Condition; No Material Adverse Change
130
SECTION 3.05
Properties
131
SECTION 3.06
Litigation and Environmental Matters
132
SECTION 3.07
Compliance with Laws
132
SECTION 3.08
Investment Company Status
132
SECTION 3.09
Taxes
132
SECTION 3.10
ERISA; Labor Matters
132
SECTION 3.11
Subsidiaries and Joint Ventures; Disqualified Equity Interests
133
SECTION 3.12
Insurance
134
SECTION 3.13
Solvency
134
SECTION 3.14
Disclosure
134
SECTION 3.15
Collateral Matters
134
SECTION 3.16
Federal Reserve Regulations; Use of Proceeds
136
SECTION 3.17
SME Status; Centre of Main Interests
136
SECTION 3.18
Anti-Corruption Laws and Sanctions and Export Controls
136
SECTION 3.19
EEA Financial Institutions
137
ARTICLE IV
Conditions
SECTION 4.01
Signing Date
137
SECTION 4.02
Initial Funding Date
138
SECTION 4.03
Each Credit Event
141
ARTICLE V
Affirmative Covenants
SECTION 5.01
Financial Statements and Other Information
142
SECTION 5.02
Notices of Material Events
144
SECTION 5.03
Additional Subsidiaries
145
SECTION 5.04
Information Regarding Collateral
145
SECTION 5.05
Existence; Conduct of Business
145
SECTION 5.06
Payment of Obligations
146
SECTION 5.07
Maintenance of Properties
146
SECTION 5.08
Insurance
146
ii
SECTION 5.09
Books and Records; Inspection and Audit Rights
147
SECTION 5.10
Compliance with Laws
147
SECTION 5.11
Use of Proceeds and Letters of Credit
147
SECTION 5.12
Further Assurances
148
SECTION 5.13
Certain Post-Closing Collateral Obligations and Delivery of Schedule 5.13
149
SECTION 5.14
[Reserved]
149
SECTION 5.15
Designation of Subsidiaries
149
SECTION 5.16
Financial Assistance
150
SECTION 5.17
[Reserved]
150
SECTION 5.18
Beneficial Ownership Regulation
150
ARTICLE VI
Negative Covenants
SECTION 6.01
Indebtedness; Certain Equity Securities
150
SECTION 6.02
Liens
154
SECTION 6.03
Fundamental Changes; Business Activities
157
SECTION 6.04
Investments, Loans, Advances, Guarantees and Acquisitions
158
SECTION 6.05
Asset Sales
161
SECTION 6.06
Sale/Leaseback Transactions
163
SECTION 6.07
[Reserved]
163
SECTION 6.08
Restricted Payments; Certain Payments of Indebtedness
163
SECTION 6.09
Transactions with Affiliates
166
SECTION 6.10
Restrictive Agreements
167
SECTION 6.11
[Reserved]
168
SECTION 6.12
Financial Covenants
168
SECTION 6.13
Fiscal Year
168
SECTION 6.14
[Reserved]
168
ARTICLE VII
Events of Default
SECTION 7.01
Events of Default
168
SECTION 7.02
Crediting of Payments and Proceeds
172
ARTICLE VIII
The Administrative Agent
SECTION 8.01
Administrative Agent
173
SECTION 8.02
Parallel Debt
182
SECTION 8.03
Certain ERISA Matters.
183
SECTION 8.04
Credit Bidding
185
SECTION 8.05
No Investment Advice
185
iii
SECTION 8.06
[Borrower Communications
186
ARTICLE IX
Miscellaneous
SECTION 9.01
Notices
187
SECTION 9.02
Waivers; Amendments
188
SECTION 9.03
Expenses; Indemnity; Limitation of Liability
191
SECTION 9.04
Successors and Assigns
193
SECTION 9.05
Survival
197
SECTION 9.06
Counterparts; Integration; Effectiveness
198
SECTION 9.07
Severability
199
SECTION 9.08
Right of Setoff
199
SECTION 9.09
Governing Law; Jurisdiction; Consent to Service of Process
200
SECTION 9.10
WAIVER OF JURY TRIAL
201
SECTION 9.11
Headings
201
SECTION 9.12
Confidentiality
202
SECTION 9.13
Interest Rate Limitation
203
SECTION 9.14
Release of Liens and Guarantees
203
SECTION 9.15
USA PATRIOT Act Notice
204
SECTION 9.16
No Fiduciary Relationship
204
SECTION 9.17
Non-Public Information; Posting of Communications
205
SECTION 9.18
Borrower Representative
207
SECTION 9.19
Obligations of the Foreign Borrowers
208
SECTION 9.20
Acknowledgement and Consent to Bail-In of Affected Financial Institutions
208
SECTION 9.21
Judgment Currency
209
SECTION 9.22
Acknowledgment Regarding Any Supported QFCs
209
iv
SCHEDULES:
Schedule 1.01
—
Existing Letters of Credit
Schedule 2.01
—
Commitments
Schedule 3.06(a)
—
Litigation
Schedule 3.06(b)
—
Environmental Matters
Schedule 3.11A
—
Subsidiaries and Joint Ventures
Schedule 3.11B
—
Disqualified Equity Interests
Schedule 3.12
—
Insurance
Schedule 5.13
—
Post-Closing Obligations
Schedule 6.01
—
Existing Indebtedness
Schedule 6.02
—
Existing Liens
Schedule 6.04
—
Existing Investments
Schedule 6.09
—
Affiliate Transactions
Schedule 6.10
—
Existing Restrictions
EXHIBITS:
Exhibit A
—
Form of Assignment and Assumption
Exhibit B
—
Loan Auction Procedures
Exhibit C
—
Form of Letter of Credit Request
Exhibit D
—
Form of U.S. Guarantee and Collateral Agreement
Exhibit E
—
Form of Compliance Certificate
Exhibit F
—
Form of Subordinated Intercompany Note
Exhibit H
—
[Reserved]
Exhibit J
—
Form of Perfection Certificate
Exhibit K
—
Form of Solvency Certificate
Exhibit L-1
—
Form of U.S. Tax Certificate for Non-U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes
Exhibit L-2
—
Form of U.S. Tax Certificate for Non-U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes
Exhibit L-3
—
Form of U.S. Tax Certificate for Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes
Exhibit L-4
—
Form of U.S. Tax Certificate for Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes
Exhibit M
—
Form of Secretary’s Certificate
Exhibit N
—
Form of Closing Certificate
Exhibit O
—
Form of Lender Loss Sharing Agreement
v
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(this “Agreement”), dated as of March 26, 2026, among INGEVITY CORPORATION, a Delaware corporation, as U.S. Borrower, INGEVITY
HOLDINGS SRL, a Belgian private limited liability company (société à responsabilité limitée/besloten
vennootschap), incorporated under the laws of Belgium, as Belgian Borrower, INGEVITY UK LTD, a private limited company incorporated
under the laws of England and Wales, as U.K. Borrower, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A. and J.P.
MORGAN SE, as Administrative Agent.
The parties hereto agree as follows:
ARTICLE I
Definitions
SECTION 1.01 Defined
Terms. As used in this Agreement, the following terms have the meanings specified below:
“ABR,” when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, shall bear interest at a rate determined by reference to the Alternate
Base Rate. All ABR Loans shall be denominated in Dollars.
“Acquired EBITDA” means, with respect to any Acquired
Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business (determined as
if references to the U.S. Borrower and the Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” were
references to such Acquired Entity or Business and its subsidiaries which will become Restricted Subsidiaries), all as determined on a
consolidated basis for such Acquired Entity or Business.
“Acquired Entity or Business” has the meaning set
forth in the definition of the term “Consolidated EBITDA.”
“Acquired Person” has the meaning set forth in the
definition of the term “Permitted Acquisition.”
“Adjusted EURIBOR Rate” means, with respect to any
Term Benchmark Borrowing denominated in Euros for any Interest Period, an interest rate per annum equal to (a) the EURIBOR Rate for
such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if the Adjusted EURIBOR Rate as so determined
would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
“Administrative Agent” means the U.S. Administrative
Agent and/or the Non-U.S. Administrative Agent as the context requires or as the U.S. Administrative Agent and/or Non-U.S. Administrative
Agent deems appropriate in its or their sole discretion.
“Administrative Questionnaire” means an Administrative
Questionnaire in a form supplied by the Administrative Agent.
6
“Advanced Polymer Technologies
Segment” means (a) 100% of the Equity Interests in the U.K. Borrower and/or, to the extent any Permitted Reorganization
Subsidiary does not, directly or indirectly, hold any Equity Interests in any Loan Party other than the U.K. Borrower, such Permitted
Reorganization Subsidiary as described in clause (a) of the definition of Permitted Reorganization Subsidiary, that is a direct parent
thereof and (b) the U.K. Borrower's “Advanced Polymer Technologies” business segment, including, without
limitation, all assets, liabilities and operations related thereto.
“Affected Financial Institution” means (a) any
EEA Financial Institution or (b) any U.K. Financial Institution.
“Affiliate” means, with respect to a specified Person,
another Person that directly or indirectly Controls or is Controlled by or is under common Control with the Person specified.
“Agents” means the Administrative Agent, the Collateral
Agent, the Documentation Agents and the Syndication Agents.
“Aggregate Revolving Commitment” means the sum of
the Revolving Commitments of all the Revolving Lenders, as increased or reduced from time to time.
“Aggregate Revolving Exposure” means the sum of
the Revolving Exposures of all the Revolving Lenders.
“Agreed Currencies” means Dollars and each Alternative
Currency (each an “Agreed Currency”).
“Agreement Currency” has the meaning set forth in
Section 9.21.
“Alternate Base Rate” means, for any day, a rate
per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½
of 1% and (c) the Term SOFR Rate for a one month Interest Period as published two U.S. Government Securities Business Days prior
to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business
Day) plus 1%; provided that for the purpose of this definition, the Term SOFR Rate for any day shall be based on the Term SOFR Reference
Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified
by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Alternate Base Rate due to a change
in the Prime Rate, the NYFRB Rate or the Term SOFR Rate shall be effective from and including the effective date of such change in the
Prime Rate, the NYFRB Rate or the Term SOFR Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest
pursuant to Section 2.14 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.14(b)),
then the Alternate 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 Alternate Base Rate as determined pursuant to the foregoing would be less than
1%, such rate shall be deemed to be 1% for purposes of this Agreement.
“Alternative Currency” means, with respect to any
Revolving Loans, Sterling and Euros.
7
“Amendment and Restatement Agreement” means that
certain Amendment and Restatement Agreement, dated as of June 23, 2022, by and among the Borrowers, the other Loan Parties, the Administrative
Agent, the Collateral Agent, the Swingline Lender and the Lenders party thereto.
“Amendment and Restatement Effective Date” means
June 23, 2022.
“Ancillary Document” has the meaning set forth in
Section 9.06.
“Anti-Corruption Laws” means all laws, rules and
regulations of any jurisdiction directly applicable to the Borrowers or their Subsidiaries from time to time concerning or relating to
bribery or corruption, including, without limitation, the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq.
and the rules and regulations thereunder.
“Applicable Parties” has the meaning set forth in
Section 9.17(d).
“Applicable Percentage” means, at any time, with
respect to any Revolving Lender, the percentage of the Aggregate Revolving Commitment represented by such Lender’s Revolving Commitment
at such time, subject to adjustment as required to give effect to any reallocation of LC Exposure or Swingline Exposure made pursuant
to paragraph (c) or (d) of Section 2.20 or the final paragraph of Section 2.20. If the Revolving Commitments have
terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving
effect to any assignments and to any Revolving Lender’s status as a Defaulting Lender at the time of determination.
“Applicable Rate” means, for any day, (a) with
respect to the Loans of any Class other than the Revolving Loans made pursuant to the Revolving Commitments, or commitment fees payable
in respect of Commitments of any Class other than the Revolving Commitments, the rate or rates per annum specified in the applicable
Extension Amendment or Incremental Facility Agreement, and
(b) with respect to any Revolving Loan made pursuant to the Revolving
Commitments that is an ABR Loan (including any Swingline Loan), Term Benchmark Loan or RFR Loan, or with respect to the commitment fees
in respect of the Revolving Commitments payable hereunder, as the case may be, the applicable rate per annum set forth below under the
caption “ABR Spread,” “Term Benchmark Spread,” “RFR Spread” or “Commitment Fee Rate,”
respectively, based upon the Total Net Leverage Ratio as of the most recent determination date;
8
Total Net Leverage
Ratio
Term Benchmark
Spread/RFR
Spread
ABR
Spread
Commitment
Fee Rate
Category 1:
< 1.75:1.00
1.00%
0.00%
0.20%
Category 2:
≥ 1.75:1.00 and < 2.75:1.00
1.25%
0.25%
0.25%
Category 3:
≥ 2.75:1.00 and < 3.75:1.00
1.50%
0.50%
0.30%
Category 4:
≥ 3.75:1.00
1.75%
0.75%
0.35%
; provided that, solely with respect to amounts accrued prior
to the (x) Amendment and Restatement Effective Date, the “Commitment Fee Rate” shall be determined based on the definition
of “Applicable Rate” immediately prior to giving effect to the Amendment and Restatement Agreement and (y) Second Amendment
and Restatement Effective Date, the “Commitment Fee Rate” shall be determined based on the definition of “Applicable
Rate” immediately prior to giving effect to the Second Amendment and Restatement Agreement.
For purposes of the foregoing, each change in the Applicable Rate resulting
from a change in the Total Net Leverage Ratio, as applicable, shall be effective during the period commencing on and including the first
Business Day after delivery to the Administrative Agent pursuant to Section 5.01(d) of each Compliance Certificate (commencing
with the first Compliance Certificate delivered after the Second Amendment and Restatement Effective Date) indicating such change and
ending on the date immediately preceding the effective date of the next such change; provided that the Total Net Leverage Ratio
shall be deemed to be in Category 4 if the Borrowers fail to deliver the consolidated financial statements required to be delivered by
it pursuant to Section 5.01(a) or (b) or any Compliance Certificate required to be delivered pursuant to Section 5.01(d),
during the period from the expiration of the time for delivery thereof until such consolidated financial statements or Compliance Certificate
are delivered.
“Approved Borrower Portal” has the meaning set forth
in Section 8.06(a).
“Approved Fund” means any Person (other than a natural
person) that is engaged in making, purchasing, holding or investing in commercial loans and similar extensions of credit in the ordinary
course and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers or manages a Lender.
“Arrangers” means (x) Wells Fargo Securities,
LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A. in their capacity as the joint lead arrangers
and joint bookrunners for the credit facilities provided for herein, (y) in connection with the Amendment and Restatement Agreement,
each of JPMorgan Chase Bank, N.A., Bank of America, N.A., Citizens Bank , N.A. and The Toronto-Dominion Bank, New York Branch and (z) in
connection with the Second Amendment and Restatement Agreement, each of JPMorgan Chase Bank, N.A., BofA Securities, Inc., Citizens
Bank, N.A., PNC Bank, National Association and TD Securities (USA) LLC.
9
“Assignment and Assumption” means an assignment
and assumption entered into by a Lender and an Eligible Assignee, with the consent of any Person whose consent is required by Section 9.04,
and accepted by the Administrative Agent, substantially in the form of Exhibit A or any other form (including electronic records
generated by the use of an electronic platform) approved by the Administrative Agent (acting reasonably).
“Auction Manager” has the meaning set forth in Section 2.23(a).
“Auction Notice” means an auction notice given by
the U.S. Borrower in accordance with the Auction Procedures with respect to a Purchase Offer.
“Auction Procedures” means the auction procedures
with respect to Purchase Offers set forth in Exhibit B hereto.
“Authorized Officer” means the president, the chief
executive officer, the chief financial officer, the chief operating officer, the treasurer, the assistant treasurer, the secretary, the
assistant secretary, the general counsel or the assistant general counsel, and, with respect to certain limited liability companies or
partnerships that do not have officers, any manager, director, managing member or general partner thereof, or any other senior officer
of the U.S. Borrower or any other Loan Party designated as such in writing to the Administrative Agent by the U.S. Borrower or any other
Loan Party, as applicable. The Administrative Agent may conclusively presume that (a) any document delivered hereunder that is signed
by an Authorized Officer has been authorized by all necessary corporate, limited liability company, partnership and/or other action on
the part of the U.S. Borrower or any other Loan Party and (b) such Authorized Officer has acted on behalf of such Person.
“Available Tenor” means, as of any date of determination
and with respect to the then-current Benchmark for any Agreed Currency, as applicable, any tenor for such Benchmark (or component thereof)
or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used
for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt,
any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of
Section 2.14.
“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).
10
“Belgian Borrower”
means Ingevity Holdings SRL, a limited liability company (société à responsabilité limitée/besloten
vennootschap), incorporated under the laws of Belgium, with its registered office at Avenue des Olympiades 2, B-1140 Brussels and
registered with the Belgian Crossroads Bank for Enterprises under number 0402.720.145 (RPR/RPM Brussels - French speaking division), that
is (or will be prior to the Spin-Off) an indirect wholly-owned Subsidiary of the U.S. Borrower.
“Belgian Borrower Joinder”
means a joinder to this Agreement by Ingevity Holdings SRL, a limited liability company (société à responsabilité
limitée/besloten vennootschap), incorporated under the laws of Belgium, with its registered office at Avenue des Olympiades
2, B-1140 Brussels and registered with the Belgian Crossroads Bank for Enterprises under number 0402.720.145 (RPR/RPM Brussels - French
speaking division) in form and substance reasonably acceptable to the Administrative Agent.
“Belgian Collateral Documents” means, collectively,
the Belgian Security Agreements and any other agreements, instruments and documents executed by any Belgian Loan Party in connection with
this Agreement that are intended to guarantee or create, perfect or evidence Liens on the Collateral to secure the Belgian Obligations,
including, without limitation, all other security agreements, pledge agreements, loan agreements, notes, guarantees, subordination agreements,
pledges, powers of attorney, consents, assignments, contracts, fee letters, notices, leases, financing statements and all other written
matter whether theretofore, now or hereafter executed by any Belgian Loan Party and delivered to the Administrative Agent.
“Belgian Insolvency Event” means any event whereby
a Belgian Loan Party (i) has been dissolved (ontbonden / dissoute) or resolved to enter into liquidation (vereffening /
liquidation), (ii) had its assets placed under administration (onder bewind gesteld / placés sous administration),
(iii) ceased to pay its debts as they fall due (staking van betaling / cessation de paiement), (iv) filed an application
for or been subject to proceedings for bankruptcy (faillissement / faillite) or judicial reorganisation (gerechtelijke reorganisatie
/ réorganisation judiciaire), (v) has been declared bankrupt (failliet verklaard / declarées en faillite),
or (vi) has been subjected to measures such as the appointment of a provisional administrator (voorlopig bewindvoerder / administrateur
provisoire) or sequestrator (sekwester / séquestre).
“Belgian Loan Parties” means, collectively, the
Belgian Borrower and each other Person that is organized under the laws of Belgium and becomes a party hereto and to a Belgian Security
Agreement as security provider.
“Belgian Obligations” means the “Secured Liabilities”
as defined in the Belgian Security Agreements.
11
“Belgian Security Agreements” means any pledge of
receivables between a Belgian Loan Party as pledgor and the Administrative Agent as pledgee, any pledge of bank accounts between a Belgian
Loan Party as pledgor and the Administrative Agent as pledgee, any pledge over the business assets (pand op handelszaak / gage sur
fonds de commerce), any business pledge mandate (mandaat pand handelszaak / mandat de gage sur fonds de commerce) and any other
pledge or security agreement governed by the laws of Belgium and entered into, after the date of this Agreement by any other Belgian Loan
Party (as required by this Agreement or any other Loan Document) or any other Person for the benefit of the Administrative Agent and the
other Secured Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time.
“Benchmark” means, initially, with respect to any
(i) RFR Loan in any Agreed Currency, the applicable Relevant Rate for such Agreed Currency or (ii) Term Benchmark Loan, the
Relevant Rate for such Agreed Currency; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have
occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such Agreed Currency, then “Benchmark”
means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant
to clause (b) of Section 2.14.
“Benchmark Replacement” means, for any Available
Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark
Replacement Date; provided that, in the case of any Loan denominated in an Alternative Currency, “Benchmark Replacement” shall
mean the alternative set forth in (2) below:
(1) in the case of any Loan denominated in
Dollars, the Daily Simple SOFR;
(2) the sum of: (a) the alternate benchmark
rate that has been selected by the Administrative Agent and the Borrower Representative as the replacement for the then-current Benchmark
for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark
rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market
convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated
in the applicable Agreed Currency at such time in the United States and (b) the related Benchmark Replacement Adjustment;
If the Benchmark Replacement as determined pursuant
to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes
of this Agreement and the other Loan Documents.
“Benchmark Replacement Adjustment” means, with respect
to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available
Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread
adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower Representative
for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or
method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark
Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing
market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable
Agreed Currency at such time.
12
“Benchmark Replacement Conforming Changes” means,
with respect to any Benchmark Replacement and/or any Term Benchmark Revolving Loan denominated in Dollars, any technical, administrative
or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,”
the definition of “U.S. Government Securities Business Day,” the definition of “RFR Business Day,” the definition
of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests
or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical,
administrative or operational matters) that the Administrative Agent decides, after consultation with the U.S. Borrower, in its reasonable
discretion is appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the
Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides, after consultation
with the U.S. Borrower, in its reasonable discretion that adoption of any portion of such market practice is not administratively feasible
or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner
of administration as the Administrative Agent decides in its reasonable discretion is reasonably necessary in connection with the administration
of this Agreement and the other Loan Documents).
“Benchmark Replacement Date” means, with respect
to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:
(1) in the case of clause (1) or (2) of
the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information
referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation
thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);
(2) in the case of clause (3) of the
definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the
calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component
thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent
statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof)
continues to be provided on such date.
For the avoidance of doubt, (i) if the event
giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination,
the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark
Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon
the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark
(or the published component used in the calculation thereof).
13
“Benchmark Transition Event” means, with respect
to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:
(1) a public statement or publication of information
by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such
administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely,
provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide
any Available Tenor of such Benchmark (or such component thereof);
(2) a public statement or publication of information
by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the
Federal Reserve Board, the Federal Reserve Bank of New York (the “NYFRB”), the CME Term SOFR Administrator, the central
bank for the Agreed Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark
(or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court
or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case
which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of
such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
(3) a public statement or publication of information
by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing
that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer
be, representative.
For the avoidance of doubt, a “Benchmark
Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information
set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the
calculation thereof).
“Benchmark Unavailability Period” means, with respect
to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or
(2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes
hereunder and under any Loan Document in accordance with Section 2.14 and (y) ending at the time that a Benchmark Replacement
has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14.
“Beneficial Ownership Regulation” means 31 C.F.R.
§ 1010.230.
“Benefit Plan” means any of (a) an “employee
benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject
to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) 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”.
14
“BHC Act Affiliate”
has the meaning set forth in Section 9.22.
“Blocking Regulation” has the meaning set forth
in Section 3.18.
“Board of Governors” means the Board of Governors
of the Federal Reserve System of the United States of America.
“Borrower” or “Borrowers” means,
individually or collectively, the Belgian Borrower, the U.S. Borrower and, prior to the Disposition of the Advanced Polymer Technologies
Segment and release in accordance with Section 9.14, the U.K. Borrower.
“Borrower Communications” means, collectively, any
Borrowing Request, Interest Election Request, 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 any Borrower pursuant
to any Loan Document or the transactions contemplated therein which is distributed by any Borrower to the Administrative Agent through
an Approved Borrower Portal.
“Borrower DTTP Filing”
means an HM Revenue & Customs' Form DTTP2 duly completed and filed by a U.K. Borrower, which:
(a) where
it relates to a Treaty Lender that is a Lender on the Second Amendment and Restatement Effective Date, contains the scheme reference number
and jurisdiction of tax residence provided by the Lender under Section 2.17(f)(ii)(A) and is filed with HM Revenue &
Customs within 30 days of the date of this Agreement; or
(b) where
it relates to a Treaty Lender which becomes a Lender hereunder after the date on which this Agreement closes, contains the scheme reference
number and jurisdiction of tax residence stated in respect of that Lender in the documentation which it executes on becoming a Party as
a Lender, and is filed with HM Revenue & Customs within 30 days of the date on which that Treaty Lender becomes a Party as a
Lender.
“Borrower Representative” has the meaning set forth
in Section 9.18(a).
“Borrowing” means (a) Loans of the same Class and
Type 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, or (b) a Swingline Loan.
“Borrowing Minimum” means (a) in the case of
a Borrowing denominated in Dollars, $1,000,000, (b) in the case of a Borrowing denominated in Euro, €920,000 and (c) in
the case of a Borrowing denominated in Sterling £800,000.
“Borrowing Multiple” means (a) in the case
of a Borrowing denominated in Dollars, $500,000, (b) in the case of a Borrowing denominated in Euro, €460,000 and (c) in
the case of a Borrowing denominated in Sterling £400,000.
15
“Borrowing Request” means a request by the Borrower
Representative for a Borrowing in accordance with Section 2.03 or 2.04, as applicable, which shall be, in the case of any such written
request, substantially in the form approved by the Administrative Agent (acting reasonably) and separately provided to the Borrower Representative.
“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) when used in connection with any Loan denominated in Sterling, the term “Business Day”
shall also exclude any day on which commercial banks in London are authorized or required by law to remain closed, (b) when used
in connection with a Loan denominated in Euros, the term “Business Day” shall also exclude any day that is not a TARGET Day
and (c) in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR
Loan, or any other dealings in the applicable Agreed Currency of such RFR Loan, any such day that is only an RFR Business Day and (d) in
relation to Loans referenced the Term SOFR Rate and any interest rate settings, fundings, disbursements, settlements or payments of any
such Loans referencing Term SOFR Rate or any other dealings of such Loans referencing the Term SOFR Rate, any such day that is a U.S.
Government Securities Business Day.
“Capital Lease Obligations” of any Person means
the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real
or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on
a balance sheet of such Person under GAAP. The amount of such obligations shall be the capitalized amount thereof determined in accordance
with GAAP, and the final maturity of such obligations shall be the date of the last payment of such or any other amounts due under such
lease (or other arrangement) prior to the first date on which such lease (or other arrangement) may be terminated by the lessee without
payment of a premium or a penalty. For purposes of Section 6.02, a Capital Lease Obligation shall be deemed to be secured by a Lien
on the property being leased and such property shall be deemed to be owned by the lessee.
“Cash Consideration” has the meaning set forth in
Section 6.05.
“Cash Equivalents” means:
(a) Dollars
and, with respect to any Foreign Subsidiary, local currencies held by such Foreign Subsidiary;
(b) direct
obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America
(or any agency or instrumentality thereof to the extent such obligations are backed by the full faith and credit of the United States
of America), in each case maturing within one year from the date of acquisition thereof;
(c) securities
issued by any state or commonwealth of the United States of America or any political subdivision or taxing authority of any such state
or commonwealth or any public instrumentality thereof or any political subdivision or taxing authority of any such state or commonwealth
or any public instrumentality, in each case maturing within one year from the date of acquisition thereof and having, at such date of
acquisition, at least an A-1 credit rating from S&P or a P-1 credit rating from Moody’s;
16
(d) investments
in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, at least an
A-1 credit rating from S&P or a P-1 credit rating from Moody’s;
(e) investments
in certificates of deposit, banker’s acceptances and demand or time deposits, in each case maturing within one year from the date
of acquisition thereof, issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office
of any commercial bank organized under the laws of the United States of America or any state thereof that has a combined capital and surplus
and undivided profits of not less than $500,000,000;
(f) fully
collateralized repurchase agreements with a term of not more than 30 days for securities described in clauses (b), (c) and (e) above
and entered into with a financial institution satisfying the criteria described in clause (e) above;
(g) money
market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are
rated at least A-1 by S&P or P-1 by Moody’s and (iii) have portfolio assets of at least $1,000,000,000;
(h) in
the case of any Foreign Subsidiary, other short-term investments that are analogous to the foregoing, are of comparable credit quality
and are customarily used by companies in the jurisdiction of such Foreign Subsidiary for cash management purposes;
(i) and
other financial instruments reflected on a consolidated balance sheet of the U.S. Borrower and the Restricted Subsidiaries in accordance
with GAAP as “cash equivalents”.
“Cash Management Agreement” means any agreement
entered into from time to time by the U.S. Borrower or one of its Restricted Subsidiaries in connection with cash management services
for collections, other Cash Management Services and for operating, payroll and trust accounts of the U.S. Borrower or one of its Restricted
Subsidiaries, including automatic clearing house services, controlled disbursement services, electronic funds transfer services, information
reporting services, lockbox services, stop payment services, wire transfer services, purchasing card services and similar payment arrangement
services.
“Cash Management Bank” means any Lender, Agent or
Arranger or any Affiliate thereof that provides any Cash Management Services.
“Cash Management Obligations” means obligations
owed by a Borrower or any Restricted Subsidiary to any Cash Management Bank in connection with, or in respect of, any Cash Management
Services.
“Cash Management Services” means (a) commercial
credit cards, merchant card services, purchase or debit cards, including non-card e-payables services, (b) treasury management services
(including controlled disbursement, overdraft automatic clearing house fund transfer services, return items and interstate depository
network services) and (c) any other demand deposit or operating account relationships or other cash management services, including
any Cash Management Agreements.
17
“CBR Loan” means a Loan that bears interest at a
rate determined by reference to the Central Bank Rate.
“CBR Spread” means the Applicable Rate, applicable
to such Loan that is replaced by a CBR Loan.
“Central Bank Rate” means a rate per annum equal
to the sum of, (A) the greater of (i) for any Loan denominated in (a) Sterling, the Bank of England (or any successor thereto)’s
“Bank Rate” as published by the Bank of England (or any successor thereto) from time to time and (b) Euro, one of the
following three rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main
refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate
for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central
Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or
any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for
the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any
successor thereto) from time to time and (ii) the Floor; plus (B) the applicable Central Bank Rate Adjustment.
“Central Bank Rate Adjustment” means, for any day,
for any Loan denominated in (a) Euro, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the
average of the Adjusted EURIBOR Rate for the five most recent Business Days preceding such day for which the EURIBOR Screen Rate was available
(excluding, from such averaging, the highest and the lowest Adjusted EURIBOR Rate applicable during such period of five Business Days)
minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such period and (b) Sterling, a rate
equal to the difference (which may be a positive or negative value or zero) of (i) the average of Daily Simple SONIA for Sterling
Borrowings for the five most recent RFR Business Days preceding such day for which Daily Simple SONIA was available (excluding, from such
averaging, the highest and the lowest such Daily Simple SONIA applicable during such period of five RFR Business Days) minus (ii) the
Central Bank Rate in respect of Sterling in effect on the last RFR Business Day in such period. For purposes of this definition, (x) the
term Central Bank Rate shall be determined disregarding clause (B) of the definition of such term and (y) the EURIBOR Rate on
any day shall be based on the EURIBOR Screen Rate on such day at approximately the time referred to in the definition of such term for
deposits in the applicable Agreed Currency for a maturity of one month.
“CFC” means (a) each Person that is a “controlled
foreign corporation” within the meaning of Section 957 of the Code and (b) each subsidiary of any such controlled foreign
corporation.
18
“Change in Control” means (a) the acquisition
of ownership, directly or indirectly, beneficially or of record, by any Person or “group” (within the meaning of Section 13(d) or
14(d) of the Exchange Act and the rules of the SEC thereunder, but excluding any employee benefit plan of the U.S. Borrower
and its Restricted Subsidiaries and any Person or “group” acting in its capacity as trustee, agent or other fiduciary or administrator
of any such plan), other than prior to the Spin-Off Date by the Permitted Holders, of Equity Interests in the U.S. Borrower representing
more than 35% of the aggregate ordinary voting power for the election of directors of the U.S. Borrower; (b) persons who were Continuing
Directors ceasing to occupy a majority of the seats (excluding vacant seats) on the board of directors of the U.S. Borrower; or (c) the
occurrence of any “change in control” (or similar event, however denominated) with respect to the U.S. Borrower under and
as defined in any indenture or other agreement or instrument evidencing, governing the rights of the holders of or otherwise relating
to any Material Indebtedness of the U.S. Borrower or any Restricted Subsidiary.
“Change in Law” means the occurrence, after the
Signing Date, 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, with respect to any Credit Party (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,
promulgated or issued.
“Charges” has the meaning set forth in Section 9.13.
“Chinese Subsidiaries” has the meaning provided
in the definition of the term “Unrestricted Cash”.
“Class,” when used in reference to (a) any
Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Incremental Term Loans of any Series, Revolving
Loans (other than Extended Revolving Loans) or Swingline Loans, Extended Term Loans (of the same Extension Series) or Extended Revolving
Loans (of the same Extension Series), (b) any Commitment, refers to whether such Commitment is an Extended Revolving Commitment (of
the same Extension Series), an Incremental Term Commitment of any Series or a Revolving Commitment (other than an Extended Revolving
Commitment) and (c) any Lender, refers to whether such Lender has a Loan or Commitment of a particular Class.
“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).
“Code” means the Internal Revenue Code of 1986,
as amended.
19
“Collateral” has the meaning provided for such term
(or any analogous term describing assets on which Liens are purported to be granted to secure the Obligations) in each of the Security
Documents.
“Collateral Agent” means JPMorgan Chase Bank, N.A.
(as assignee of the Former Agent), as collateral agent under the U.S. Collateral Agreement.
“Collateral Agreement” means the U.S. Collateral
Agreement, the Belgian Collateral Documents, the U.K. Collateral Documents, any collateral documents governed by the laws of any Foreign
Permitted Reorganization Subsidiary and/or any future security or collateral agreement entered into hereafter in accordance with the terms
hereof, as the context may require.
“Collateral and Guarantee Requirement” means, at
any time, the requirement that:
(a) the
Administrative Agent shall have received from the U.S. Borrower and each Designated Subsidiary either (i) with respect to Loan Parties
as of the Initial Funding Date, in the case of the U.S. Borrower and each Designated Subsidiary that is a Domestic Subsidiary, a counterpart
of the U.S. Collateral Agreement duly executed and delivered on behalf of such Person or (ii) in the case of any Person (other than
the U.K. Borrower which shall be subject to the requirements in the Amendment and Restatement Agreement) that becomes a Designated Subsidiary
after the Initial Funding Date (including by ceasing to be an Excluded Subsidiary), a supplement to the applicable Collateral Agreement,
substantially in the form specified therein or in a form otherwise reasonably acceptable to the Administrative Agent, or a new Collateral
Agreement in a form reasonably acceptable to the Administrative Agent duly executed and delivered on behalf of such Person (which, in
the case of a Foreign Permitted Reorganization Subsidiary, shall include a Collateral Agreement governed by the laws of the jurisdiction
of such Foreign Permitted Reorganization Subsidiary), together with, to the extent reasonably requested by the Administrative Agent, documents
and opinions of the type referred to in paragraphs (e) and (f) of Section 4.02 with respect to such Designated Subsidiary;
(b) all
Equity Interests in any Subsidiary owned by any Loan Party, other than any Excluded Equity Interests, shall have been pledged pursuant
to the applicable Collateral Agreement (it being understood and agreed that, for the avoidance of doubt, (i) the Equity Interests
in a Foreign Permitted Reorganization Subsidiary shall be pledged under a Collateral Agreement governed by the laws of the jurisdiction
of organization of such Foreign Permitted Reorganization Subsidiary and (ii) a Foreign Permitted Reorganization Subsidiary shall
pledge the Equity Interests in any Loan Party it holds pursuant to a Collateral Agreement governed by the laws of the jurisdiction of
such Loan Party) and the Administrative Agent shall, to the extent required by the applicable Collateral Agreement, have received certificates
or other instruments representing all such Equity Interests, together with undated stock powers or other instruments of transfer with
respect thereto endorsed in blank;
20
(c) (i) all
Indebtedness of any Loan Party (or any Person required to become a Loan Party) that is owing to the U.S. Borrower or any of its Restricted
Subsidiaries shall be evidenced by the Intercompany Note to the extent consistent with applicable law, which Intercompany Note shall be
required to be pledged to the Administrative Agent pursuant to the Collateral Agreements, and (ii) except with respect to intercompany
Indebtedness, as promptly as practicable, and in any event within 30 days after the Initial Funding Date (or such later time as the Administrative
Agent may agree), all Indebtedness for borrowed money in a principal amount in excess of $5,000,000 (individually) or $10,000,000 (in
the aggregate) that is owing to any Loan Party (or any Person required to become a Loan Party) and is evidenced by a promissory note shall
have been pledged pursuant to the applicable Collateral Agreement substantially in the form specified therein or in a form otherwise reasonably
acceptable to the Administrative Agent, and the Administrative Agent shall have received all such promissory notes, together with undated
instruments of transfer with respect thereto endorsed in blank; and
(d) all
documents and instruments, including Uniform Commercial Code financing statements and/or registrations at Companies House in the United
Kingdom (as applicable) and applicable requirements under the laws of any Foreign Permitted Reorganization Subsidiary, required by Requirements
of Law or reasonably requested by the Administrative Agent to be delivered, filed, registered or recorded to create the Liens intended
to be created by the Security Documents and perfect such Liens to the extent required by, and with the priority required by, the Security
Documents and the other provisions of the term “Collateral and Guarantee Requirement,” shall have been filed, registered or
recorded or delivered to the Administrative Agent for filing, registration or recording.
Notwithstanding the foregoing provisions of this definition or anything
in this Agreement or any other Loan Document to the contrary, (a) the foregoing provisions of this definition shall not require the
creation or perfection of pledges of or security interests in, or the obtaining of legal opinions or other deliverables with respect to,
particular assets of the Loan Parties, or the provision of Guarantees by any Restricted Subsidiary, as to which the Administrative Agent
and the U.S. Borrower reasonably agree that the cost of creating or perfecting such pledges or security interests in such assets, or obtaining
such legal opinions or other deliverables in respect of such assets, or providing such Guarantees (taking into account any adverse tax
consequences to the U.S. Borrower and the Restricted Subsidiaries (including the imposition of withholding or other material taxes)),
shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (b) Liens required to be granted from time to
time pursuant to the term “Collateral and Guarantee Requirement” shall be subject to exceptions and limitations set forth
in the Security Documents as in effect on the Initial Funding Date and, to the extent appropriate in the applicable jurisdiction, as reasonably
agreed between the Administrative Agent and the U.S. Borrower, (c) in no event shall control agreements or similar arrangements be
required with respect to deposit accounts, securities accounts or commodities accounts, (d) in no event shall the delivery of landlord
lien waivers, estoppels, collateral access letters or any similar agreement or document be required, (e) in no event shall the Collateral
pledged by any U.S. Loan Party include any Excluded Assets, (f) in no event shall the U.S. Borrower or any Domestic Subsidiary be
required to deliver any documents or take any perfection steps required or governed by the laws of any non-U.S. jurisdiction, including
the delivery of non-U.S. law pledge or charge agreements, non-U.S. law agreements or filings with respect to Intellectual Property or
non-U.S. law security assignments or other non-U.S. agreements or filings, other than a Belgian law pledge of the equity interests in
the Belgian Borrower, an English law pledge of the equity interests of the U.K. Borrower and a pledge governed by the laws of any Foreign
Permitted Reorganization Subsidiary of the equity interests of any Foreign Permitted Reorganization Subsidiary and (g) no certificates,
stock powers or other instruments representing Equity Interests of Persons that are not Subsidiaries or Persons that are Excluded Subsidiaries
pursuant to clause (e) of the definition of “Excluded Subsidiary” shall be required to be delivered. The Administrative
Agent may, without the consent of any Lender, grant extensions of time for the creation and perfection of security interests in or the
obtaining of legal opinions or other deliverables with respect to particular assets or the provision of any Guarantee by any Restricted
Subsidiary (including extensions beyond the Initial Funding Date or in connection with assets acquired, or Subsidiaries formed or acquired,
after the Initial Funding Date) where it and the U.S. Borrower reasonably agree that such action cannot be accomplished without undue
effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents.
21
“Commitment” means a Revolving Commitment, an Incremental
Term Commitment of any Series, any Extended Revolving Commitment or any combination thereof (as the context requires).
“Commitment Fee” has the meaning set forth in Section 2.12(a).
“Communications” has the meaning set forth in Section 9.17(e).
“Competitor” means any Person which is a direct
competitor of the U.S. Borrower or its Subsidiaries; provided, that in connection with any assignment or participation, the assignee or
Participant with respect to such proposed assignment or participation that is an investment bank, a commercial bank, a finance company,
a fund, or other Person which merely has an economic interest in any such direct competitor, and is not itself such a direct competitor
of the U.S. Borrower or its Subsidiaries, shall not be deemed to be a direct competitor for the purposes of this definition.
“Compliance Certificate” means a Compliance Certificate
substantially in the form of Exhibit E or any other form approved by the Administrative Agent (acting reasonably).
“Consolidated EBITDA” means, for any period, Consolidated
Net Income for such period, plus
(a) without
duplication and to the extent deducted (and not added back) in determining such Consolidated Net Income, the sum of
(i) consolidated
interest expense for such period (including imputed interest expense in respect of Capital Lease Obligations);
(ii) provision
for taxes based on income, profits, losses or capital, including federal, foreign and state income and similar taxes (including foreign
withholding taxes), paid or accrued during such period;
(iii) all
amounts attributable to depreciation and amortization for such period (excluding amortization expense attributable to a prepaid cash item
that was paid in a prior period, but including amortization of deferred financing fees and costs and amortization of intangibles);
22
(iv) (A) any
unusual or non-recurring charges for such period, including restructuring or similar charges and (B) any extraordinary charges, losses
or expenses (including transaction expenses) for such period, determined on a consolidated basis in accordance with GAAP;
(v) any
Non-Cash Charges or changes in reserves for earnouts or similar obligations for such period;
(vi) any
losses attributable to early extinguishment of Indebtedness or obligations under any Hedging Agreement;
(vii) one-time
out-of-pocket costs and expenses relating to the Transactions, including, without limitation, legal and advisory fees (if incurred no
later than 6 months following, with respect to each transaction set forth in the definition of Transactions, the consummation of such
Transaction);
(viii) [reserved];
(ix) losses
incurred as a result of Dispositions, closures, disposals or abandonments not in the ordinary course of business;
(x) [reserved];
and
(xi) run-rate
cost savings, operating expense reductions and synergies related to any acquisition, disposition or other transaction, restructuring,
cost savings initiative and any other initiative expected to be achieved within 24 months following such transaction, restructuring or
initiative (calculated on a Pro Forma Basis as though such savings, reductions and synergies had been realized on the first day of such
period) and not already included in Consolidated EBITDA; provided that such cost savings, operating expense reductions and synergies
(x) are reasonably identifiable, factually supportable and set forth in a certificate signed by the chief executive officer or other
Financial Officer of the U.S. Borrower (it is understood and agreed that “run-rate” means the full recurring benefit for a
period that is associated with any action taken or expected to be taken, provided that such benefit is expected to be realized within
24 months of taking such action) and (y) shall not exceed in any Test Period 30% of Consolidated EBITDA for such Test Period, calculated
after giving effect to such cost savings, operating expense reductions and synergies;
provided further
that any cash payment made with respect to any Non-Cash Charges added back in computing Consolidated EBITDA for any prior period pursuant
to clause (a)(v) above (or that would have been added back had this Agreement been in effect during such prior period) shall be subtracted
in computing Consolidated EBITDA for the period in which such cash payment is made; and minus
23
(b) without
duplication and to the extent included (and not deducted) in determining such Consolidated Net Income, the sum of:
(i) any
interest income for such period, determined on a consolidated basis in accordance with GAAP;
(ii) any
extraordinary gains or income for such period and any unusual or non-recurring gains for such period, all determined on a consolidated
basis in accordance with GAAP;
(iii) any
gains attributable to the early extinguishment of Indebtedness or obligations under any Hedging Agreement;
(iv) non-cash
income for any Test Period; and
(v) gains
as a result of Dispositions, closures, disposals or abandonments not in the ordinary course of business;
provided that any cash
receipt (or any netting arrangements resulting in reduced cash expenses) with respect to any non-cash income deducted in computing Consolidated
EBITDA for any prior period pursuant to clause (b)(iv) above (or that would have been deducted in computing Consolidated EBITDA had
this Agreement been in effect during such prior period) shall be added in computing Consolidated EBITDA for the period in which such cash
is received (or netting arrangement becomes effective); provided, further that, to the extent included in Consolidated Net
Income, Consolidated EBITDA for any period shall be calculated so as to exclude (without duplication of any adjustment referred to above)
the effect of:
(A) the
cumulative effect of any changes in GAAP or accounting principles applied by management during such period;
(B) any
gains or losses on currency derivatives and any currency transaction and gains or losses that arise upon consolidation or upon remeasurement
of Indebtedness; provided, for the avoidance of doubt, not excluding translation gains or losses;
(C) any
gains or losses attributable to the mark-to-market movement in the valuation of Hedging Obligations or other derivative instruments pursuant
to Accounting Standards Codification 815; and
(D) purchase
accounting adjustments;
24
provided, further,
that Consolidated EBITDA for any period shall be calculated so as to include (without duplication of any adjustment referred to above
or made pursuant to Section 1.04, if applicable) the Acquired EBITDA of any Person (other than any Unrestricted Subsidiary) , property,
business or asset acquired by the U.S. Borrower or any Restricted Subsidiary during such period in a Material Acquisition to the extent
not subsequently sold, transferred or otherwise disposed of (but not including the Acquired EBITDA of any related Person, property, business
or asset to the extent not so acquired) (each such Person, property, business or asset acquired, including pursuant to a transaction consummated
prior to the Initial Funding Date, and not subsequently so disposed of, an “Acquired Entity or Business”) for the entire
period determined on a historical Pro Forma Basis and the Acquired EBITDA of any Unrestricted Subsidiary that is designated as a Restricted
Subsidiary during such period (each, a “Converted Restricted Subsidiary”), in each case based on the Acquired EBITDA
of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior
to such acquisition or conversion) determined on a historical Pro Forma Basis; and provided, further, that Consolidated
EBITDA for any period shall be calculated so as to exclude (without duplication of any adjustment referred to above or made pursuant to
Section 1.04, if applicable) the Disposed EBITDA of any Person, property, business or asset sold, transferred or otherwise disposed
of or closed by the U.S. Borrower or any Restricted Subsidiary during such period in a Material Disposition (each such Person (other than
an Unrestricted Subsidiary), property, business or asset so sold, transferred or otherwise disposed of or closed, including pursuant to
a transaction consummated prior to the Initial Funding Date, a “Sold Entity or Business”) for the entire period determined
on a historical Pro Forma Basis, and the Disposed EBITDA of any Restricted Subsidiary that is designated as an Unrestricted Subsidiary
during such period (each, a “Converted Unrestricted Subsidiary”), in each case based on the Disposed EBITDA of such
Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale,
transfer, disposition, closure, classification or conversion) determined on a historical Pro Forma Basis.
“Consolidated Net Income” means, for any period,
the net income or loss attributable to the U.S. Borrower and its consolidated Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP; provided that there shall be excluded (a) (i) any gains or losses for such
period of any Person that is accounted for by the equity method of accounting and (ii) the income of any Person (other than the U.S.
Borrower) that is not a consolidated Restricted Subsidiary, in each case, except that Consolidated Net Income of the U.S. Borrower shall
be increased by the amount (not in excess of such excluded gains or income of such Person) of cash dividends or cash distributions or
other payments that are actually paid by such Person in cash or Cash Equivalents (or other property to the extent converted into cash
or Cash Equivalents) to the U.S. Borrower or, subject to clause (b) below, any other consolidated Restricted Subsidiary during such
period, and (b) the income of any consolidated Restricted Subsidiary (other than any Borrower or any Subsidiary Loan Party) to the
extent that, on the date of determination, the declaration or payment of cash dividends or similar cash distributions by such Restricted
Subsidiary is not permitted by the operation of the terms of the Organizational Documents of or shareholder or similar agreement applicable
to such Restricted Subsidiary, unless such restriction with respect to the payment of cash dividends and other similar cash distributions
has been legally and effectively waived.
“Consolidated Secured Debt” means, without duplication,
as of any date of determination, the aggregate principal amount of (i) all Consolidated Total Debt outstanding hereunder as of such
date and (ii) all other Consolidated Total Debt secured by Liens on any assets or property of the U.S. Borrower or any Restricted
Subsidiary (whether or not such assets or property constitute part of the Collateral).
25
“Consolidated Secured Net Debt” means, as of any
date of determination, the Consolidated Secured Debt as of the last day of the Test Period most recently ended on or prior to such date
of determination, minus Unrestricted Cash as of such date.
“Consolidated Total Assets” means, on any date of
determination, the consolidated total assets of the U.S. Borrower and its consolidated Restricted Subsidiaries as set forth on the consolidated
balance sheet of the U.S. Borrower as of the last day of the applicable Test Period (but excluding all amounts attributable to Unrestricted
Subsidiaries); provided that prior to the first delivery of financial statements pursuant to Section 5.01(a) or 5.01(b),
Consolidated Total Assets shall be determined based on the balance sheet included in the Pro Forma Financial Statements. Consolidated
Total Assets shall be determined on a Pro Forma Basis.
“Consolidated Total Debt” means, as of any date
of determination, the aggregate principal amount of Indebtedness of the U.S. Borrower and the Restricted Subsidiaries outstanding on such
date, in the amount that would be reflected on a consolidated balance sheet of the U.S. Borrower and the Restricted Subsidiaries in accordance
with GAAP, but only to the extent consisting of (i) Indebtedness for borrowed money, (ii) unpaid LC Disbursements or other unpaid
drawings under letters of credit, (iii) Capital Lease Obligations (other than Capital Lease Obligations that are cash collateralized
in connection with the IDB Closing Distribution) or purchase money debt, (iv) debt obligations evidenced by bonds, debentures, notes
or similar instruments, (v) outstanding amounts under any Permitted Securitization Financing (but excluding intercompany obligations
owed by a Special Purpose Securitization Subsidiary to the U.S. Borrower or any Restricted Subsidiary in connection therewith), or (vi) to
the extent the same would be reflected as a liability on a consolidated balance sheet of the U.S. Borrower and the Restricted Subsidiaries
prepared in accordance with GAAP, any letters of credit supporting, or any Guarantees of, any of the foregoing which is the primary obligation
of a third party (other than Capital Lease Obligations that are cash collateralized in connection with the IDB Closing Distribution).
“Consolidated Total Net Debt” means, as of any date
of determination, the Consolidated Total Debt as of the last day of the Test Period most recently ended on or prior to such date of determination,
minus Unrestricted Cash as of such date.
“Continuing Director” means, at any date, an individual
(a) who is a member of the board of directors of the U.S. Borrower on the Second Amendment and Restatement Effective Date, (b) who,
as at such date, has been a member of such board of directors for at least the 12 preceding months, or (c) who has been nominated
to be a member of such board of directors, or whose election to such board of directors has been approved by a majority of the other Continuing
Directors then in office.
“Control” means the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies, or the dismissal or appointment of the management, of a Person,
whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.
“Converted Restricted Subsidiary” has the meaning
provided in the definition of the term “Consolidated EBITDA.”
26
“Converted Unrestricted Subsidiary” has the meaning
provided in the definition of the term “Consolidated EBITDA.”
“Corrective Extension Amendment” has the meaning
set forth in Section 2.22(e).
“Corresponding Obligations” means all Belgian Obligations
as they may exist from time to time, other than the Parallel Debt.
“Corresponding Tenor” with respect to any Available
Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding
business day adjustment) as such Available Tenor.
“Covered Entity” has the meaning set forth in Section 9.22.
“Covered Party” has the meaning set forth in Section 9.22(a).
“Credit Agreement Refinancing Indebtedness” means
any unsecured Indebtedness or Permitted Junior Lien Secured Indebtedness; provided that (a) substantially concurrently with
the incurrence of such Indebtedness, the net proceeds thereof shall be utilized to repay or prepay then outstanding Incremental Term Borrowings
of one or more Classes, together with accrued and unpaid interest thereon, (b) such Credit Agreement Refinancing Indebtedness shall
comply with the Required Debt Parameters and (c) to the extent such Indebtedness is Permitted Junior Lien Secured Indebtedness, the
administrative agent, collateral agent, trustee and/or any similar representative acting on behalf of the holders of such Indebtedness
shall have become a party to a Junior Lien Intercreditor Agreement providing that the Liens on the Collateral securing such Indebtedness
shall rank junior in priority to the Liens on the Collateral securing the Obligations.
“Credit Party” means the Administrative Agent, each
Issuing Bank, the Swingline Lender and each other Lender.
“CTA” means the United Kingdom Corporation Tax Act
2009.
“Daily Simple ESTR”
means, for any day (an “ESTR Interest Day”), with respect to any Swingline Loan denominated in Euros, an interest rate
per annum equal to ESTR for the day that is one Business Day prior to (i) if such ESTR Interest Day is a Business Day, such ESTR
Interest Day or (ii) if such ESTR Interest Day is not a Business Day, the Business Day immediately preceding such ESTR Interest Day;
provided that if ESTR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for purposes
of this Agreement.
“Daily Simple SOFR”
means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day being the “SOFR
Determination Date”) that is five U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S.
Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business
Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by
the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective
from and including the effective date of such change in SOFR without notice to the Borrower Representative provided that if the
Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of
this Agreement.
27
“Daily Simple SONIA”
means, for any day (a “SONIA Interest Day”), an interest rate per annum equal to, for any RFR Loan denominated in Sterling,
SONIA for the day that is five RFR Business Days prior to (A) if such SONIA Interest Day is an RFR Business Day, such SONIA Interest
Day or (B) if such SONIA Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such SONIA Interest
Day; provided that if the Daily Simple SONIA as so determined would be less than the Floor, such rate shall be deemed to be equal
to the Floor for the purposes of this Agreement.
“Default” means any event or condition that constitutes,
or upon notice, lapse of time or both would constitute, an Event of Default.
“Default Right” has the meaning set forth in Section 9.22(b).
“Defaulting Lender” means any Revolving Lender that
(a) has failed, within two Business Days of the date required to be funded or paid, (i) to fund any portion of its Loans, (ii) to
fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) to pay to any Credit Party any other amount
required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent and the
U.S. Borrower in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to
such funding or payment (specifically identified in such writing, including, if applicable, by reference to a specific Default) has not
been satisfied, (b) has notified the U.S. Borrower or any Credit Party in writing, or has made a public statement, to the effect
that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement
indicates that such position is based on such Lender’s good-faith determination that a condition precedent (specifically identified
in such writing, including, if applicable, by reference to a specific Default) to funding a Loan cannot be satisfied) or generally under
other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the U.S. Borrower
or a Credit Party made in good faith to provide a certification in writing from an authorized officer of such Lender that it will comply
with its obligations (and on the date of such certification is financially able to meet such obligations) to fund prospective Loans and
participations in then outstanding Letters of Credit and Swingline Loans; provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon the U.S. Borrower’s or such Credit Party’s (as applicable) receipt of such certification
in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Lender-Related Distress
Event.
“Designated Noncash Consideration” means the fair
value (as determined in good faith by the U.S. Borrower) of noncash consideration received by the U.S. Borrower or a Restricted Subsidiary
in connection with a Disposition that is so designated as Designated Noncash Consideration pursuant to an officer’s certificate,
setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of
such Designated Noncash Consideration.
“Designated Subsidiary” means each Subsidiary that
is not an Excluded Subsidiary.
28
“Disposed EBITDA” means, with respect to any Sold
Entity or Business or Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold
Entity or Business or Converted Unrestricted Subsidiary (determined as if references to the U.S. Borrower and the Restricted Subsidiaries
in the definition of the term “Consolidated EBITDA” were references to such Sold Entity or Business or Converted Unrestricted
Subsidiary and its subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business or Converted Unrestricted
Subsidiary.
“Disposition” has the meaning set forth in Section 6.05.
“Disqualified Equity Interest” means, with respect
to any Person, any Equity Interest in such Person that requires the payment of any dividend (other than dividends payable solely in Qualified
Equity Interests) or that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable,
either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition:
(a) matures
or is mandatorily redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests
and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation or otherwise;
(b) is
convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Indebtedness or Equity Interests (other than
solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares
of such Equity Interests); or
(c) is
redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu
of fractional shares of such Equity Interests) or is required to be repurchased by the U.S. Borrower or any Restricted Subsidiary, in
whole or in part, at the option of the holder thereof;
in each case, on or prior to the date 91 days after the latest Maturity
Date (determined as of the date of issuance thereof or, in the case of any such Equity Interests outstanding on the Initial Funding Date,
the Initial Funding Date); provided, however, that (i) an Equity Interest in any Person that would not constitute a
Disqualified Equity Interest but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such
Equity Interest upon the occurrence of an “asset sale,” “casualty/condemnation” or a “change of control”
(or similar event, however denominated) shall not constitute a Disqualified Equity Interest if any such requirement is subject to the
prior or concurrent repayment in full of all the Loans and all other Loan Document Obligations (other than contingent or indemnification
obligations not then due) that are accrued and payable, the cancellation or expiration of all Letters of Credit and the termination or
expiration of the Commitments and (ii) an Equity Interest in any Person that is issued to any employee or to any plan for the benefit
of employees or by any such plan to such employees shall not constitute a Disqualified Equity Interest solely because it may be required
to be repurchased by such Person or any of its subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a
result of such employee’s termination, death or disability.
29
“Disqualified Lender” means (a) each bank,
financial institution and other institutional lender or investor that has been separately identified in writing by the U.S. Borrower to
the Arrangers prior to the date hereof, (b) bona fide Competitors of the U.S. Borrower or its Restricted Subsidiaries that are separately
identified in writing by the U.S. Borrower to the Administrative Agent from time to time by email to JPMDQ_Contact@jpmorgan.com and (c) any
Affiliates of any of the foregoing (which, for the avoidance of doubt, shall not include any bona fide debt investment funds that are
Affiliates of any Person referenced in clause (b) above) that are either (i) identified in writing by the Borrower to the Administrative
Agent from time to time or (ii) clearly identifiable by the Administrative Agent as such on the basis of their names; provided
that any supplements to the Disqualified Lender list shall become effective within three (3) Business Days after delivery thereof
to the Administrative Agent and shall not apply to retroactively disqualify any Persons that have (i) any pending assignment or participation
to any pending Lender or pending Participant or (ii) previously acquired an interest in respect of the Loans or Commitments hereunder.
The list of Disqualified Lenders shall be made available to any Lender upon request to the Administrative Agent.
“Dividend” means the dividend, distribution paid,
purchase price paid or other cash transfer made by the U.S. Borrower on the Spin-Off Date to WestRock or any of its subsidiaries in connection
with the Spin-Off (including in consideration of the Belgian Borrower and its Subsidiaries) in an amount not to exceed $500,000,000.
“Documentation Agent”
means (x) each of Citizens Bank, N.A., PNC Bank, National Association, MUFG Bank, Ltd., Truist Bank and U.S.
Bank National Association, in its capacity as the documentation agent for the credit facilities provided for herein, (y) in
connection with the Amendment and Restatement Agreement, each of Goldman Sachs Bank USA, KeyBank National Association and First National
Bank of Pennsylvania and (z) in connection with the Second Amendment and Restatement Agreement, each of Citibank, N.A., Goldman Sachs
Bank USA, Morgan Stanley Senior Funding, Inc., and Truist Bank.
“Dollar Equivalent” means, on any date of determination,
(a) with respect to any amount in Dollars, such amount, and (b) with respect to any amount in any Alternative Currency, the
equivalent in Dollars of such amount, determined by the Administrative Agent pursuant to Section 1.07 using the Exchange Rate with
respect to such Alternative Currency at the time in effect under the provisions of such Section (except as otherwise expressly provided
herein).
“Dollars” or “$” refers to lawful
money of the United States of America.
“Domestic Obligations” has the meaning set forth
in Section 9.19.
“Domestic Subsidiary” means any Restricted Subsidiary
incorporated or organized under the laws of the United States of America, any state thereof or the District of Columbia.
“EEA Financial Institution” means (a) any credit
institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority,
(b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition,
or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses
(a) or (b) of this definition and is subject to consolidated supervision with its parent.
30
“EEA Member Country” means any of the member states
of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative
authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility
for the resolution of any EEA Financial Institution.
“Electronic Signature” means an electronic sound,
symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate
or accept such contract or record.
“Eligible Assignee” means (a) a Lender, (b) an
Affiliate of a Lender, (c) an Approved Fund and (d) any other Person, other than, in each case, a natural person (or holding
company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person), a Disqualified Lender or,
except to the extent permitted under Section 2.23, the U.S. Borrower, any Subsidiary or any other Affiliate of the U.S. Borrower.
“Environmental Laws” means all rules, regulations,
codes, ordinances, judgments, orders, decrees and other laws, and all injunctions, notices or binding agreements issued, promulgated or
entered into by any Governmental Authority and relating in any way to the environment, to preservation or reclamation of natural resources,
to the management, Release or threatened Release of any Hazardous Material or to the extent related to human exposure to Hazardous Materials,
health or safety matters.
“Environmental Liability” means any liability, obligation,
loss, claim, action, order or cost, contingent or otherwise (including any liability for damages, costs of environmental remediation,
fines, penalties and indemnities), directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) human exposure to any Hazardous
Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
“Equity Interests” means shares of capital stock,
partnership interests, membership interests, beneficial interests or other ownership interests, whether voting or nonvoting, in, or interests
in the income or profits of, a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any
of the foregoing, but excluding any Indebtedness convertible into or exchangeable for any of the foregoing.
“ERISA” means the Employee Retirement Income Security
Act of 1974, as amended.
“ERISA Affiliate” means any trade or business (whether
or not incorporated) that, together with the U.S. Borrower, is treated as a single employer under Section 414(b) or 414(c) of
the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414(m) or 414(o) of the Code.
31
“ERISA Event” means (a) any “reportable
event,” as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event
for which the 30-day notice period is waived), (b) any failure by any Plan to satisfy the minimum funding standard (within the meaning
of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, in each case whether or not waived, (c) the
filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum
funding standard with respect to any Plan, (d) a determination by the U.S. Borrower that any Plan is, or is expected to be, in “at-risk”
status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code), (e) the incurrence by the
U.S. Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, (f) the
receipt by the U.S. Borrower or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to an intention
to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (g) the incurrence by the U.S. Borrower or any of
its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan or (h) the
receipt by the U.S. Borrower or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from the U.S. Borrower
or any of its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination by the U.S. Borrower
that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or in “endangered”
or “critical” status, within the meaning of Section 305 of ERISA or Section 432 of the Code.
“ESTR” means, with respect to any Business Day,
a rate per annum equal to the Euro Short Term Rate for such Business Day published by the ESTR Administrator on the ESTR Administrator’s
Website.
“ESTR Administrator” means the European Central
Bank (or any successor administrator of the Euro Short Term Rate).
“ESTR Administrator’s Website” means the European
Central Bank’s website, currently at http://www.ecb.europa.eu, or any successor source for the Euro Short Term Rate identified as
such by the ESTR Administrator from time to time.
“ESTR Interest Day” has the meaning set forth in
the definition of “Daily Simple ESTR.”
“EU Bail-In Legislation Schedule” means the EU Bail-In
Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
“EURIBOR Rate” means, with respect to any Term Benchmark
Borrowing denominated in Euros and for any Interest Period, the EURIBOR Screen Rate at approximately 11:00 a.m., Brussels time, two TARGET
Days prior to the commencement of such Interest Period.
32
“EURIBOR Screen Rate” means the euro interbank offered
rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the
relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson
Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information
service which publishes that rate from time to time in place of Thomson Reuters as of 11:00 a.m. Brussels time two TARGET Days prior
to the commencement of such Interest Period. If such page or service ceases to be available, the Administrative Agent may specify
another page or service displaying the relevant rate after consultation with the U.S. Borrower. If the EURIBOR Screen Rate shall
be less than 0.00%, the EURIBOR Screen Rate shall be deemed to be 0.00% for purposes of this Agreement.
“Euro” and “€” means the
lawful currency of the European Union as constituted by the Treaty of Rome which established the European Community, as such treaty may
be amended from time to time and as referred to in the European Monetary Union legislation.
“Events of Default” has the meaning set forth in
Section 7.01.
“Exchange Act” means the United States Securities
Exchange Act of 1934.
“Exchange Rate” means, on any day, for purposes
of determining the Dollar Equivalent of any currency other than Dollars, the rate at which such other currency may be exchanged into Dollars
at the time of determination on such day on the Reuters WRLD Page for such currency. In the event that such rate does not appear
on any Reuters WRLD Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange
rates as may be agreed upon by the Administrative Agent and the U.S. Borrower, or, in the absence of such an agreement, such Exchange
Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign
currency exchange operations in respect of such currency are then being conducted, at or about such time as the Administrative Agent shall
elect after determining that such rates shall be the basis for determining the Exchange Rate, on such date for the purchase of Dollars
for delivery two Business Days later, provided that if at the time of any such determination, for any reason, no such spot rate
is being quoted, the Administrative Agent may use any method it reasonably deems appropriate to determine such rate.
33
“Excluded Assets” means (a) any fee-owned real
property and any leasehold interests in real property, (b) any Excluded Equity Interests, (c) any asset if, to the extent and
for so long as the grant of a Lien thereon to secure the Loan Document Obligations is effectively prohibited by any Requirements of Law,
(d) any lease, license or other agreement or contract or any property subject to a purchase money security interest, Capital Lease
Obligation or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license
or agreement or contract or purchase money, capital lease or similar arrangement or create a right of termination in favor of any other
party thereto (other than the U.S. Borrower or any wholly-owned Restricted Subsidiary) after giving effect to the applicable anti-assignment
provisions of the Uniform Commercial Code or other similar applicable law, other than proceeds and receivables thereof, the assignment
of which is expressly deemed effective under the Uniform Commercial Code or other similar applicable law notwithstanding such prohibition,
(e) any governmental licenses or state or local franchises, charters and authorizations, if, to the extent, and for so long as the
grant of a security interest in any such licenses, franchises, charters or authorizations would be prohibited or restricted by such license,
franchise, charter or authorization (after giving effect to the anti-assignment provisions of the Uniform Commercial Code of any applicable
jurisdiction or other applicable law), (f) any trademark application filed in the United States Patent and Trademark Office on the
basis of an “intent-to-use” such trademark, unless and until acceptable evidence of use of the trademark has been filed with
and accepted by the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Lanham
Act (15 U.S.C. §§1051, et seq.), if, to the extent, and for so long as granting a security interest or other Lien in
such trademark application prior to such filing could reasonably be expected to adversely affect the enforceability or validity of such
trademark application, (g) in each case if the contract or other agreement pursuant to which such Lien is granted or created (or
the documentation providing for such Indebtedness) effectively prohibits the creation of any other Lien on such property, any property
subject to a Lien permitted by Sections 6.02 (iv), (v), (ix) and (xx), (h) motor vehicles and other assets subject to certificates
of title to the extent a Lien thereon cannot be perfected by the filing of a UCC financing statement, (i) assets as to which the
Administrative Agent and the U.S. Borrower shall have agreed in writing that the cost of obtaining such a security interest or perfection
thereof (including adverse tax consequences) is excessive in relation to the benefit to the Lenders of the security to be afforded thereby,
(j) Securitization Assets sold to any Special Purpose Securitization Subsidiary or otherwise pledged, factored, transferred or sold
in connection with any Permitted Securitization Financing and (k) Receivables Assets sold, pledged, factored or transferred in connection
with any Permitted Receivables Financing.
“Excluded Equity Interests” means (a) with
respect to any Loans made to the U.S. Borrower, any Equity Interests that consist of voting stock of a Subsidiary that is a CFC or a FSHCO
in excess of 65% of the outstanding voting stock of such Subsidiary, (b) any Equity Interests if, to the extent, and for so long
as, the grant of a Lien thereon to secure the Loan Document Obligations is effectively prohibited by any Requirements of Law; provided
that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect (unless
another clause of this definition applies), (c) margin stock, (d) any Equity Interests in any Person other than a wholly-owned
Restricted Subsidiary if, to the extent, and for so long as, after giving effect to the applicable anti-assignment provisions in the Uniform
Commercial Code and applicable Law, the grant of a Lien thereon is prohibited by the Organizational Documents of or any shareholder or
similar agreement applicable to such Person, or would create an enforceable right of termination in favor of any other party thereto (other
than the U.S. Borrower or any wholly-owned Restricted Subsidiary) under the terms of any such document or agreement; provided that
such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition or right of termination ceases to
exist or be in effect (unless another clause of this definition applies), (e) any Equity Interest of any Unrestricted Subsidiary
and (f) any Equity Interest if, to the extent, and for so long as, the Administrative Agent and the U.S. Borrower shall have agreed
in writing to treat such Equity Interest as an Excluded Equity Interest on account of the cost of pledging such Equity Interest hereunder
(taking into account any adverse tax consequences to the U.S. Borrower and the Restricted Subsidiaries (including the imposition of withholding
or other material taxes)), being excessive in view of the benefits to be obtained by the Lenders therefrom.
34
“Excluded Subsidiary” means (a) any Subsidiary
that is not a wholly-owned Restricted Subsidiary of the U.S. Borrower (including any Unrestricted Subsidiary), (b) (i) with
respect to any Loans made to the U.S. Borrower, any Subsidiary that is a CFC or a FSHCO, (ii) with respect to any Loans made to the
Belgian Borrower, any Subsidiary other than (x) a wholly-owned Restricted Subsidiary of the U.S. Borrower organized in Belgium or
the United States and (y) a Foreign Permitted Reorganization Subsidiary, as described in clause (b) of the definition of Permitted
Reorganization Subsidiary, and (iii) with respect to any Loans made to the U.K. Borrower, any Subsidiary other than (x) a wholly-owned
Restricted Subsidiary organized in England and Wales or the United States and (y) a Foreign Permitted Reorganization Subsidiary,
as described in clause (a) of the definition of Permitted Reorganization Subsidiary, (c) any Subsidiary that is prohibited by
any Requirement of Law from guaranteeing the Loan Document Obligations, (d) any Subsidiary that is prohibited by any contractual
obligation existing on the Signing Date or on the date such Subsidiary is acquired (but not entered into in contemplation of the Transactions
or such acquisition) from guaranteeing the Loan Document Obligations, (e) any Subsidiary (i) the assets of which constitute
less than 2.5% of the Consolidated Total Assets of the U.S. Borrower or (ii) the gross revenues of which constitute less than 2.5%
of the consolidated gross revenues of the U.S. Borrower, in each case as of the end of the Test Period most recently ended for which financial
statements have been (or were required to be) delivered pursuant to Section 5.01(a) or 5.01(b); provided that if at the
end of or for any Test Period for which financial statements have been (or were required to be) delivered pursuant to Section 5.01(a) or
5.01(b) during the term of this Agreement, the aggregate assets or aggregate gross revenues of all Restricted Subsidiaries that under
clauses (e)(i) and (e)(ii) above would constitute Excluded Subsidiaries shall exceed 5% of the Consolidated Total Assets
of the U.S. Borrower or 5% of the consolidated gross revenues of the U.S. Borrower, then one or more of such Excluded Subsidiaries designated
by the U.S. Borrower shall for all purposes of this Agreement cease to be Excluded Subsidiaries to the extent required to eliminate such
excess; provided, further, that, for purposes of this definition, the Consolidated Total Assets and consolidated gross revenues
of the U.S. Borrower as of any date prior to, or for any period that commenced prior to, the Second Amendment and Restatement Effective
Date shall be determined on a Pro Forma Basis to give effect to the Transactions, (f) any Special Purpose Securitization Subsidiary
and (g) any other Subsidiary excused from becoming a Loan Party pursuant to the last paragraph of the definition of the term “Collateral
and Guarantee Requirement”; provided that any Subsidiary shall cease to be an Excluded Subsidiary at such time as it is a
wholly-owned Restricted Subsidiary of the U.S. Borrower and none of clauses (b) through (g) above apply to it.
Notwithstanding anything to the contrary herein, the U.S. Borrower
shall have the right, at any time, to designate any Subsidiary that would otherwise constitute an Excluded Subsidiary as a Designated
Subsidiary, which shall cause such Subsidiary to cease to constitute an Excluded Subsidiary for all purposes hereunder and under the other
Loan Documents and require such Subsidiary to become a Loan Party in accordance with the terms hereof; provided, however, that, notwithstanding
anything to the contrary contained herein or in any other Loan Document (i) in no circumstance shall an Excluded Subsidiary become
a Designated Subsidiary unless designated in a writing delivered to the Administrative Agent as a Designated Subsidiary by the U.S. Borrower
in its sole discretion, (ii) such Subsidiary shall not subsequently be redesignated as an Excluded Subsidiary for any reason that
applies to such Subsidiary on the date that it became a Loan Party without the consent of the Required Lenders and (iii) with respect
to any Foreign Subsidiary, such Foreign Subsidiary, its assets and its equity interests shall be required to become subject to guaranty
and collateral arrangements reasonably satisfactory to the Administrative Agent.
35
“Excluded Taxes” means, with respect to any payment
made by or on behalf of any Loan Party under this Agreement or any other Loan Document, any of the following Taxes imposed on or with
respect to a Credit Party: (a) income or franchise Taxes imposed on (or measured by) net income by any jurisdiction as a result of
such Credit Party being organized, or having its principal office located in, or, in the case of any Lender, having its applicable lending
office located in, such jurisdiction, (b) any branch profits Taxes (or similar Taxes) imposed by any jurisdiction referred to in
clause (a) above, (c) any income or franchise Taxes imposed on (or measured by) net income or branch profits Taxes (or similar
Taxes) that are Other Connection Taxes, (d) in the case of a Lender (other than an assignee pursuant to a request by the U.S. Borrower
under Section 2.19(b)), any U.S. federal withholding Taxes imposed in respect of a Loan to the U.S. Borrower (x) resulting from
any law in effect on the date such Lender becomes a party to this Agreement (or designates a new lending office), except to the extent
that such Lender (or its assignor, if any) was entitled, immediately prior to the designation of a new lending office (or assignment),
to receive additional amounts from the U.S. Borrower with respect to such withholding Taxes pursuant to Section 2.17(a) or (y) that
are attributable to such Lender’s failure to comply with Section 2.17(e) (e) any U.S. federal withholding Taxes imposed
by reason of FATCA, (f) Taxes compensated for under 2.17(g) and (g) in the case of a Lender, with respect to a Loan to
the U.K. Borrower United Kingdom withholding Taxes imposed on amounts payable to or for the account of the Lender if, on the date on which
the payment falls due, (1) the payment could have been made to that Lender without a Tax Deduction if the Lender had been a Qualifying
Lender, but on that date, that Lender is not, or has ceased to be, a Qualifying Lender other than as a result of any change after the
date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any
published practice or published concession of any relevant taxing authority or (2) the relevant Lender is a Qualifying Lender solely
by virtue of paragraph (a)(ii) of the definition of Qualifying Lender and (x) an officer of H.M. Revenue & Customs
has given (and not revoked) a direction (a "Direction") under section 931 of the ITA which relates to the payment and
that Lender has received from the U.K. Borrower making the payment or from the U.K. Borrower a certified copy of that Direction and (y) the
payment could have been made to the Lender without any Tax Deduction if that Direction had not been made or (3) the relevant Lender
is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of Qualifying Lender and (x) the relevant Lender
has not given a Tax Confirmation to the U.K. Borrower and (y) the payment could have been made to the Lender without any Tax Deduction
if the Lender had given a Tax Confirmation to the U.K. Borrower, on the basis that the Tax Confirmation would have enabled the U.K. Borrower
to have formed a reasonable belief that the payment was an "excepted payment" for the purpose of section 930 of the ITA or (4) the
relevant Lender is a Treaty Lender and the U.K. Borrower making the payment is able to demonstrate that the payment could have been made
to the Lender without the Tax Deduction had that Lender complied with its obligations under Sections 2.17(f)(i), 2.17(f)(ii) or 2.17(f)(iii) (as
applicable) below.
“Existing Class” means an Existing Term Loan Class or
Existing Revolving Class, as applicable.
“Existing Letters of Credit” means the letters of
credit listed on Schedule 1.01.
“Existing Revolving Class” has the meaning as set
forth in Section 2.22(a)(ii).
“Existing Revolving Commitment” has the meaning
as set forth in Section 2.22(a)(ii).
36
“Existing Revolving Loans” has the meaning as set
forth in Section 2.22(a)(ii).
“Existing Term Loan Class” has the meaning as set
forth in Section 2.22(a)(i).
“Existing Term Loans” has the meaning as set forth
in Section 2.22(a)(i).
“Export Controls” means the Arms Export Control
Act and the International Traffic in Arms Regulations administered by the Directorate of Defense Trade Controls of the U.S. Department
of State, the Export Control Reform Act of 2018 and Export Administration Regulations administered by the Bureau of Industry and Security
of the U.S. Department of Commerce, and any other U.S. or non-U.S. laws and regulations related to export controls and applicable to the
Borrowers.
“Extended Revolving Class” has the meaning as set
forth in Section 2.22(a)(ii).
“Extended Revolving Commitments” has the meaning
as set forth in Section 2.22(a)(ii).
“Extended Revolving Loans” has the meaning as set
forth in Section 2.22(a)(ii).
“Extended Term Loans” has the meaning as set forth
in Section 2.22(a)(i).
“Extending Lender” has the meaning as set forth
in Section 2.22(b).
“Extension Amendment” has the meaning as set forth
in Section 2.22(c).
“Extension Date” has the meaning set forth in Section 2.22(d).
“Extension Election” has the meaning as set forth
in Section 2.22(b).
“Extension Requests” means Term Loan Extension Requests
and Revolving Extension Requests.
“Extension Series” means all Extended Term Loans,
Extended Revolving Loans and Extended Revolving Commitments that are established pursuant to the same Extension Amendment (or any subsequent
Extension Amendment to the extent such Extension Amendment expressly provides that the Extended Term Loans, Extended Revolving Loans or
Extended Revolving Commitments, as applicable, provided for therein are intended to be a part of any previously established Extension
Series) and that provide for the same interest margins, extension fees, if any, and amortization schedule.
“FATCA” means Sections 1471 through 1474 of
the Code, as of the Signing Date (including any amended or successor version thereof that is substantively comparable and not materially
more onerous to comply with), and any current or future regulations or official interpretations thereof and any agreements entered into
pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above) and any intergovernmental
agreements implementing the foregoing.
“Federal Funds Effective Rate” means, for any day,
the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such
manner as shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the
NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than 0%, such
rate shall be deemed to be 0% for the purposes of this Agreement.
37
“Financial Maintenance Covenant” means, at any time,
(a) the covenant set forth in Section 6.12(a), (b) the covenant set forth in Section 6.12(b) and (c) any
Previously Absent Financial Maintenance Covenant if such Previously Absent Financial Maintenance Covenant is operative at such time and
has been included in this Agreement for the benefit of all Lenders.
“Financial Officer” means, with respect to any Person,
the chief financial officer, principal accounting officer, treasurer or controller of such Person.
“Financing Transactions” means (i) the execution,
delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the
proceeds of the Loans and the issuance of Letters of Credit hereunder and (ii) the consummation of the Second Amendment and Restatement
Agreement and the transactions related thereto.
“Fixed Amounts” has the meaning set forth in Section 1.12.
“Floor” means the benchmark rate floor, if any,
provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement
or otherwise) with respect to the Term SOFR Rate, Adjusted EURIBOR Rate, the Daily Simple SONIA, the Daily Simple SOFR, the Daily Simple
ESTR or the Central Bank Rate, as applicable. For the avoidance of doubt the initial Floor for each of the Term SOFR Rate, Adjusted EURIBOR
Rate, Daily Simple SONIA, Daily Simple SOFR, the Daily Simple ESTR or the Central Bank Rate shall be 0.00%.
“Foreign Borrowers” means the Belgian Borrower and
the U.K. Borrower.
“Foreign Lender” means any Lender that is not a
U.S. Person.
“Foreign Loan Parties” means the Belgian Loan Parties,
the U.K. Loan Parties and the Loan Parties that constitute Foreign Permitted Reorganization Subsidiaries.
“Foreign Obligations” means the Belgian Obligations,
the U.K. Obligations and the Foreign Permitted Reorganization Subsidiary Obligations.
“Foreign Permitted Reorganization Subsidiary” means
any Permitted Reorganization Subsidiary that is not a Domestic Subsidiary.
“Foreign Permitted Reorganization Subsidiary Obligations”
means the “Secured Obligations”, “Secured Liabilities” or any similarly defined term in any Security Documents
governed by the laws of a Foreign Permitted Reorganization Subsidiary, which shall include all Belgian Obligations and all U.K. Obligations
and shall not extend to any Domestic Obligations.
“Foreign Subsidiary” means any Restricted Subsidiary
that is not a Domestic Subsidiary.
38
“Former Agent” means Wells Fargo Bank, N.A., as
former administrative agent and collateral agent.
“FSHCO” means any Domestic Subsidiary that has no
material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs or Domestic Subsidiaries that are described
in this definition.
“GAAP” means generally accepted accounting principles
in the United States of America as in effect from time to time.
“Governmental Approvals” means all authorizations,
consents, approvals, permits, licenses and exemptions of, registrations and filings with, and reports to, Governmental Authorities (including
any supra-national bodies such as the European Union or the European Central Bank).
“Governmental Authority” means the government of
the United States of America, any other nation or any political subdivision thereof, whether state, local, provincial or otherwise, and
any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national body exercising
such powers or functions, such as the European Union or the European Central Bank).
“guarantor” has the meaning set forth in the definition
of “Guarantee.”
“Guarantee” of or by any Person (the “guarantor”)
means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness
or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and
including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or services primarily for the purpose of assuring the owner of
such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial
statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation
or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or other
obligation; provided that the term “Guarantee” shall not include reasonable and customary indemnity obligations in
effect on the Initial Funding Date or entered into in connection with any acquisition or disposition of assets permitted under the Loan
Documents (other than with respect to Indebtedness), or endorsements of instruments for collection or deposit in the ordinary course of
business. The amount, as of any date of determination, of any Guarantee shall be the principal amount outstanding on such date of Indebtedness
or other obligation guaranteed thereby (or, in the case of (i) any Guarantee the terms of which limit the monetary exposure of the
guarantor, the maximum monetary exposure or (ii) any Guarantee of an obligation that does not have a principal amount, the maximum
reasonably anticipated liability, in each case, as of such date of the guarantor under such Guarantee (as determined, in the case of clause
(i), pursuant to such terms or, in the case of clause (ii), in good faith by the U.S. Borrower)); provided further that all “Guarantees”
of Obligations shall be guarantees of payment and not of collection.
39
“Hazardous Materials” means all explosive, radioactive,
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes that are regulated pursuant
to any Environmental Law.
“Hedge Bank” means any counterparty to a Hedging
Agreement that is a Lender (or was a Lender at the time such Hedging Agreement was entered into), Agent or Arranger or any Affiliate thereof.
“Hedging Agreement” means any agreement with respect
to any swap, forward, future or derivative transaction, or any option or similar agreement, involving, or settled by reference to, one
or more rates, currencies, commodities, prices of equity or debt securities or instruments, or economic, financial or pricing indices
or measures of economic, financial or pricing risk or value, or any similar transaction or combination of the foregoing transactions;
provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former
directors, officers, employees or consultants of the U.S. Borrower or the Subsidiaries shall be a Hedging Agreement.
“Hedging Obligations” means obligations owed by
a Borrower or any Restricted Subsidiary to any Hedge Bank in connection with, or in respect of, any Hedging Agreement.
“HMRC DT Treaty Passport Scheme” means the H.M.
Revenue and Customs Double Taxation Treaty Passport scheme.
“IDB Closing Distribution” means the payment into
an escrow account by the Borrowers on or about the Initial Funding Date of an amount not to exceed $80,000,001 to secure guarantee obligations
by the U.S. Borrower (and/or its Subsidiaries) relating to IDBs retained by WestRock (and/or its Affiliates).
“Increase Period” has the meaning set forth in Section 6.12(a).
“Incremental Base Amount” means, as of any date
of determination, (a) $225,000,000 minus (b) the aggregate principal amount of Permitted Junior Lien Secured Indebtedness
incurred pursuant to Section 6.02(i)(B).
“Incremental Facility Agreement” means an Incremental
Facility Agreement among the applicable Borrower, the Administrative Agent and one or more Incremental Lenders, establishing Incremental
Term Commitments of any Series or Incremental Revolving Commitment Increases and effecting such other amendments hereto and to the
other Loan Documents as are contemplated by Section 2.21.
“Incremental Lender” means any Lender providing
an Incremental Revolving Commitment Increase or an Incremental Term Lender.
“Incremental Revolving Commitment Increase” has
the meaning set forth in Section 2.21(a).
“Incremental Term Commitment” means, with respect
to any Lender, the commitment, if any, of such Lender, established pursuant to an Incremental Facility Agreement and Section 2.21,
to make Incremental Term Loans of any Series hereunder, expressed as an amount representing the maximum principal amount of the Incremental
Term Loans of such Series to be made by such Lender.
40
“Incremental Term Lender” means a Lender with an
Incremental Term Commitment or an outstanding Incremental Term Loan.
“Incremental Term Loan” means a Loan made by an
Incremental Term Lender to the U.S. Borrower in accordance with the provisions of Section 2.21.
“Incurrence-Based Amounts” has the meaning set forth
in Section 1.12.
“Indebtedness” of any Person means, without duplication,
(a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes
or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to
property acquired by such Person (excluding trade accounts payable incurred in the ordinary course of business), (d) all obligations
of such Person in respect of the deferred purchase price of property or services (including payments in respect of non-competition agreements
or other arrangements representing acquisition consideration, in each case entered into in connection with an acquisition, but excluding
(i) current accounts payable and trade payables incurred in the ordinary course of business, (ii) deferred compensation payable
to directors, officers or employees of such Person and (iii) any purchase price adjustment or earnout incurred in connection with
an acquisition, until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP), (e) all Capital
Lease Obligations of such Person and all obligations of such Person under any Permitted Securitization Financing (but excluding intercompany
obligations owed by a Special Purpose Securitization Subsidiary to the Borrower or any Restricted Subsidiary in connection therewith),
(f) the maximum aggregate amount of all letters of credit and letters of guaranty in respect of which such Person is an account party
(in each case after giving effect to any prior reductions or drawings which may have been reimbursed), (g) all obligations, contingent
or otherwise, of such Person in respect of bankers’ acceptances, (h) all Disqualified Equity Interests in such Person, valued,
as of the date of determination, at the greater of (i) the maximum aggregate amount that would be payable upon maturity, redemption,
repayment or mandatory repurchase thereof (or of Disqualified Equity Interests or Indebtedness into which such Disqualified Equity Interests
are convertible or exchangeable) and (ii) the maximum liquidation preference of such Disqualified Equity Interests, (i) all
Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed by
such Person, and (j) all Guarantees by such Person of Indebtedness of others. The Indebtedness of any Person shall include the Indebtedness
of any other Person (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor
as a result of such Person’s ownership interest in or other relationship with such other Person, except to the extent the terms
of such Indebtedness provide that such Person is not liable therefor. The amount of Indebtedness of any Person for purposes of clause (i) above
shall (unless such Indebtedness has been assumed by such Person) be deemed to be equal to the lesser of (A) the aggregate unpaid
amount of such Indebtedness and (B) the fair market value of the property encumbered thereby as determined by such Person in good
faith.
41
“Indemnified Institution” has the meaning set forth
in Section 9.03(b).
“Indemnified Taxes” means all (a) Taxes, other
than Excluded Taxes, imposed on or with respect to any payment made by or on behalf of any Loan Party under this Agreement or any other
Loan Document and (b) Other Taxes.
“Indemnitee” has the meaning set forth in Section 9.03(b).
“Industrial Specialties Product Line Disposition”
means the Disposition on January 1, 2026 of all “Purchased Assets” (as defined in that certain Asset Purchase Agreement,
dated as of September 3, 2025, by and between the U.S. Borrower and Mainstream Pine Products, LLC).
“Information” has the meaning set forth in Section 9.12.
“Initial Funding Date” means May 9, 2016.
“Intellectual Property” has the meaning set forth
in the U.S. Collateral Agreement.
“Intercompany Note” means the Subordinated Intercompany
Note, dated as of the Initial Funding Date, substantially in the form of Exhibit F hereto (or any other form approved by the Administrative
Agent (acting reasonably)) and executed by the U.S. Borrower and each other Restricted Subsidiary of the U.S. Borrower.
“Interest Coverage Ratio” means, as of any date
of determination, the ratio of (a) Consolidated EBITDA as of the last day of the Test Period most recently ended on or prior to such
date of determination to (b) the total for such Test Period of required payments of cash Interest Expense by the U.S. Borrower and
its Restricted Subsidiaries. The Interest Coverage Ratio (including all definitions used to calculate the Interest Coverage Ratio) shall,
for all purposes hereunder, be determined on a Pro Forma Basis, except that, for purposes of compliance with Section 6.12, pro forma
effect shall not be given to any transaction occurring after the conclusion of the applicable Test Period.
“Interest Election Request” means a request by the
Borrower Representative to convert or continue a Revolving Borrowing or Term Borrowing in accordance with Section 2.07, which shall
be, in the case of any such written request, substantially in the form approved by the Administrative Agent (acting reasonably) and separately
provided to the Borrower Representative.
“Interest Expense” means for any period the consolidated
interest expense of the U.S. Borrower and its Restricted Subsidiaries for such period (including all imputed interest on capital leases).
“Interest Payment Date” means (a) with respect
to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September and December and the Maturity Date,
(b) with respect to any RFR Loan, (1) each date that is on the numerically corresponding day in each calendar month that is
one month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the last day of
such month) and (2) the Maturity Date, (c) with respect to any Term Benchmark Loan, the last day of each Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Term Benchmark Borrowing with an Interest Period of more than three
months’ duration, such day or days prior to the last day of such Interest Period as shall occur at intervals of three months’
duration after the first day of such Interest Period and the Maturity Date, and (d) with respect to any Swingline Loan, the day that
such Loan is required to be repaid and the Maturity Date.
42
“Interest Period” means, with respect to any Term
Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar
month that is one, three or six months thereafter, in each case, subject to the availability of the Benchmark applicable to the relevant
Loan or Commitment for any Agreed Currency (or any other period if agreed to by all applicable Lenders), as the Borrower Representative
may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which
case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business
Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period)
shall end on the last Business Day of the last calendar month of such Interest Period and (c) no tenor that has been removed from
this definition pursuant to Section 2.14(e) shall be available for specification in such Borrowing Request or Interest Election
Request. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall
be the effective date of the most recent conversion or continuation of such Borrowing.
“Investment” means, as to any Person, any investment
by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another
Person, (b) a loan (other than the extension of trade credit in the ordinary course of business), advance or capital contribution
to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest
in another Person, including any partnership or joint venture interest in such other Person or (c) the purchase or other acquisition
(in one transaction or a series of transactions) of (i) all or substantially all of the property and assets or business of another
Person or (ii) assets constituting a business unit, line of business, product line or division of such Person. The amount, as of
any date of determination, of (i) any Investment in the form of a loan or an advance shall be the principal amount thereof outstanding
on such date, minus any cash payments actually received by such investor representing a payment or prepayment of principal of such Investment,
but without any adjustment for write-downs or write-offs (including as a result of forgiveness of any portion thereof) with respect to
such loan or advance after the date thereof, (ii) any Investment in the form of a Guarantee shall be equal to the stated or determinable
amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable,
the maximum reasonably anticipated liability in respect thereof, as determined in good faith by the U.S. Borrower, (iii) any Investment
in the form of a transfer of Equity Interests or other non-cash property by the investor to the investee, including any such transfer
in the form of a capital contribution, shall be the fair market value (as determined in good faith by the U.S. Borrower) of such Equity
Interests or other property as of the time of the transfer, minus any payments actually received by such investor representing a return
of capital of such Investment, but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs
with respect to, such Investment after the date of such Investment, and (iv) any Investment (other than any Investment referred to
in clause (i), (ii) or (iii) above) by the specified Person in the form of a purchase or other acquisition for value of any
Equity Interests, evidences of Indebtedness or other securities of any other Person shall be the original cost of such Investment (including
any Indebtedness assumed in connection therewith), minus the amount of any portion of such Investment that has been repaid to the investor
in cash as a repayment of principal or a return of capital, but without any other adjustment for increases or decreases in value of, or
write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment. For purposes of Section 6.04,
if an Investment involves the acquisition of more than one Person, the amount of such Investment shall be allocated among the Acquired
Persons in accordance with GAAP; provided that pending the final determination of the amounts to be so allocated in accordance
with GAAP, such allocation shall be as reasonably determined by the U.S. Borrower.
43
“IP Security Agreements” has the meaning set forth
in the U.S. Collateral Agreement.
“IRS” means the United States Internal Revenue Service.
“Issuing Bank” means JPMorgan Chase Bank, N.A.,
Bank of America, N.A., Citizens Bank, N.A., PNC Bank, National Association, The Toronto-Dominion Bank, New York Branch and each Revolving
Lender that shall have become an Issuing Bank hereunder as provided in Section 2.05(j) (other than any Person that shall have
ceased to be an Issuing Bank as provided in Section 2.05(k)), each in its capacity as an issuer of Letters of Credit hereunder. Each
Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which
case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate (it
being agreed that such Issuing Bank shall, or shall cause such Affiliate to, comply with the requirements of Section 2.05 with respect
to such Letters of Credit).
“ITA” means, the United Kingdom Income Tax Act 2007.
“Judgment Currency” has the meaning set forth in
Section 9.21.
“Junior Financing” means any Indebtedness that is
subordinated in right of payment to the Loan Document Obligations.
“Junior Lien Intercreditor Agreement” means an intercreditor
agreement reasonably acceptable to the Administrative Agent in light of market custom pursuant to which the Liens securing any Permitted
Junior Lien Secured Indebtedness shall be subordinated to the Liens securing the Obligations and (i) is accepted by the Required
Lenders in writing or (ii) not otherwise objected to by the Required Lenders in writing within five (5) Business Days of being
posted.
“LC Disbursement” means a payment made by an Issuing
Bank pursuant to a Letter of Credit.
“LC Exposure” means, at any time, the sum of (a) the
aggregate amount of all Letters of Credit that remains available for drawing at such time and (b) the aggregate amount of all LC
Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure of any Revolving Lender
at any time shall be its Applicable Percentage of the total LC Exposure at such time.
“LCT Election” has the meaning set forth in Section 1.11.
44
“LCT Test Date” has the meaning set forth in Section 1.11.
“Lender Loss Sharing Agreement” means that certain
Lender Loss Sharing Agreement entered into by each Lender as of the Signing Date substantially in the form of Exhibit O and each
other Lender becoming party to this Agreement via an Assignment and Assumption or otherwise after the Signing Date, as amended, restated,
amended and restated, supplemented or otherwise modified from time to time.
“Lender-Related Distress Event” means, with respect
to any Revolving Lender, that such Revolving Lender or its Revolving Lender Parent has become the subject of a bankruptcy or insolvency
proceeding, 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, such Revolving Lender or its Revolving Lender Parent has taken any action in furtherance of, or indicating its consent to, approval
of or acquiescence in, any such proceeding or appointment, or become the subject of a Bail-In Action; provided that a Lender-Related
Distress Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Revolving
Lender or its Revolving Lender Parent by a Governmental Authority; provided, however, that such ownership interest does
not result in or provide such Revolving Lender or Revolving Lender Parent, as the case may be, with immunity from the jurisdiction of
courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Revolving
Lender or Revolving Lender Parent, as the case may be (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any
agreements made by such Revolving Lender or Revolving Lender Parent, as the case may be.
“Lender-Related Parties” has the meaning set forth
in Section 9.03(d).
“Lenders” means the Persons listed on Schedule 2.01
and any other Person that shall have become a party hereto as a Lender pursuant to an Assignment and Assumption or an Incremental Facility
Agreement, other than any such Person that shall have ceased to be a party hereto pursuant to an Assignment and Assumption. Unless the
context otherwise requires, the term “Lenders” includes the Swingline Lender.
“Letter of Credit” means any letter of credit issued
pursuant to this Agreement, other than any such letter of credit that shall have ceased to be a “Letter of Credit” outstanding
hereunder pursuant to Section 9.05.
“Letter of Credit Request” means a request by the
Borrower Representative for the issuance, amendment, renewal or extension of a Letter of Credit in accordance with Section 2.05,
which shall be substantially in the form of Exhibit C or any other form approved by the Administrative Agent (acting reasonably).
“Letter of Credit Sublimit” means an amount equal
to $56,250,000; provided that the outstanding amount of Letters of Credit of any Issuing Bank shall not exceed its Specified L/C
Sublimit.
45
“Lien” means, with respect to any asset, (a) any
mortgage, deed of trust, lien, pledge, hypothecation, charge, security interest or other encumbrance on, in or of such asset and (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating to such asset. “Lien” shall not, however,
include (i) any interest of a vendor in any inventory of the U.S. Borrower or any of its Restricted Subsidiaries arising out of such
inventory being subject to a “sale or return” arrangement with such vendor or any consignment by any third party of any inventory
to the Borrower or any of its Restricted Subsidiaries, or (ii) any operating lease.
“Limited Condition Transaction” means (a) any
Investment or acquisition (whether by merger, amalgamation, consolidation or other business combination or the acquisition of Equity Interests
or otherwise), whose consummation is not conditioned on the availability of, or on obtaining, third-party financing, (b) any redemption,
purchase, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness (including Disqualified Equity Interests) or
preferred stock requiring irrevocable notice in advance of such redemption, purchase, repurchase, defeasance, satisfaction and discharge
or repayment and (c) any purchase, redemption, repurchase or other acquisition or retirement for value of Equity Interests, dividend
or other distribution requiring irrevocable notice in advance thereof.
“Loan Document Obligations” has the meaning set
forth in the U.S. Collateral Agreement.
“Loan Documents” means this Agreement, any Incremental
Facility Agreement, any Extension Amendment, any Section 2.22 Additional Amendment, the Collateral Agreements, the other Security
Documents, any Junior Lien Intercreditor Agreement, any agreement designating an additional Issuing Bank as contemplated by Section 2.05(j) and,
except for purposes of Section 9.02, any promissory notes delivered pursuant to Section 2.09(c), each as amended, restated,
amended and restated, supplemented or otherwise modified from time to time.
“Loan Parties” means the U.S. Borrower, the Belgian
Borrower, the U.K. Borrower and each Subsidiary Loan Party.
“Loans” means the loans made by the Lenders to the
Borrowers pursuant to this Agreement.
“Local Time” means (a) local time in New York
City, with respect to the times for (i) the determination of “Dollar Equivalent” and (ii) the receipt and sending
of notices by and to and the disbursement by or payment to the Administrative Agent, any Issuing Bank or Lender with respect to Loans
denominated in Dollars and Letters of Credit denominated in Dollars; (b) local time in Brussels, Belgium, with respect to the time
for the receipt and sending of notices by and to the Administrative Agent or any Lender with respect to Loans denominated in Euro; (c) local
time in London, England, with respect to the disbursement by or payment to the Administrative Agent or any Lender with respect to Loans
denominated in Sterling; and (d) in all other circumstances, New York, New York time.
“Majority in Interest,” when used in reference to
Lenders of any Class, means, at any time, (a) in the case of the Revolving Lenders, Lenders having Revolving Exposures and unused
Revolving Commitments representing more than 50% of the sum of the Aggregate Revolving Exposures and the unused Aggregate Revolving Commitment
at such time and (b) in the case of Term Loans of any Class, Lenders holding outstanding Term Loans of such Class representing
more than 50% of all Term Loans of such Class outstanding at such time.
46
“Material Acquisition” means any acquisition, or
a series of related acquisitions, of (a) Equity Interests in any Person if, after giving effect thereto, such Person will become
a Restricted Subsidiary or (b) assets comprising all or substantially all the assets of (or the assets constituting a business unit,
division, product line or line of business of) any Person by a Borrower or any Restricted Subsidiary; provided that the aggregate
consideration therefor (including Indebtedness assumed in connection therewith, all obligations in respect of deferred purchase price
(including obligations under any purchase price adjustment but excluding earnout or similar payments) and all other consideration payable
in connection therewith (including payment obligations in respect of noncompetition agreements or other arrangements representing acquisition
consideration)) exceeds $5,000,000.
“Material Adverse Effect” means a circumstance or
condition that has materially adversely affected or would reasonably be expected to materially adversely affect (a) the business,
assets, operations or financial condition of the U.S. Borrower and its Restricted Subsidiaries, taken as a whole, (b) the ability
of the Loan Parties, taken as a whole, to perform their payment obligations under the Loan Documents or (c) the rights and remedies
of the Administrative Agent and the Lenders under the Loan Documents.
“Material Disposition” means any Disposition, or
a series of related Dispositions, of (a) all or substantially all the issued and outstanding Equity Interests in any Person that
are owned by a Borrower or any Restricted Subsidiary or (b) assets comprising all or substantially all the assets of (or the assets
constituting a business unit, division, product line or line of business of) a Borrower or any Restricted Subsidiary; provided
that the aggregate consideration therefor (including Indebtedness assumed by the transferee in connection therewith, all obligations in
respect of deferred purchase price (including obligations under any purchase price adjustment but excluding earnout or similar payments)
and all other consideration payable in connection therewith (including payment obligations in respect of noncompetition agreements or
other arrangements representing acquisition consideration)) exceeds $5,000,000.
“Material Indebtedness” means Indebtedness (other
than the Loans, Letters of Credit and Guarantees under the Loan Documents), or Hedging Obligations, of any one or more of the Borrowers
and the Restricted Subsidiaries in an aggregate outstanding principal amount of $75,000,000 or more. For purposes of determining Material
Indebtedness, the “principal amount” of any Hedging Obligation at any time shall be the maximum aggregate amount (giving effect
to any netting agreements) that such Borrower or such Restricted Subsidiary would be required to pay if the applicable Hedging Agreement
were terminated at such time.
“Material Permitted Acquisition” means any Permitted
Acquisition that involves an acquisition of assets, the fair market value of which assets exceeds $200,000,000.
“Maturity Date” means any maturity date related
to any Series of Incremental Term Loans, any maturity date related to any Extension Series of Extended Term Loans or any Extension
Series of Extended Revolving Commitments or the Revolving Maturity Date, as the context requires.
47
“Maximum Rate” has the meaning set forth in Section 9.13.
“MNPI” means material information concerning the
Borrowers and the Subsidiaries and their securities that has not been disseminated in a manner making it available to investors generally,
within the meaning of Regulation FD under the Securities Act and the Exchange Act.
“Moody’s” means Moody’s Investors Service, Inc.,
and any successor to its rating agency business.
“Multiemployer Plan” means a multiemployer plan
as defined in Section 4001(a)(3) of ERISA.
“Non-Cash Charges” means any noncash charges, including
(a) any write-off for impairment of long lived assets including goodwill, intangible assets and fixed assets such as property, plant
and equipment, and investments in debt and equity securities pursuant to GAAP, (b) non-cash expenses resulting from the grant of
stock options, restricted stock awards or other equity-based incentives or stock-based compensation to any director, officer or employee
of the U.S. Borrower or any Restricted Subsidiary (excluding, for the avoidance of doubt, any cash payments of income taxes made for the
benefit of any such Person in consideration of the surrender of any portion of such options, stock or other incentives upon the exercise
or vesting thereof), (c) any non-cash charges resulting from (i) the application of purchase accounting or (ii) investments
in minority interests in a Person, to the extent that such investments are subject to the equity method of accounting; provided
that Non-Cash Charges shall not include additions to bad debt reserves or bad debt expense and any noncash charge that results from the
write-down or write-off of accounts receivable, and (d) the non-cash impact of accounting changes or restatements.
“Non-Defaulting Lender” means, at any time, any
Revolving Lender that is not a Defaulting Lender at such time.
“Non-U.S. Administrative Agent” means J.P. Morgan
SE (or any of its designated branch offices or affiliates), in its capacity as administrative agent for the Lenders hereunder.
“NYFRB” has the meaning set forth in the definition
of the term “Benchmark Transition Event.”
“NYFRB’s Website” means the website of the
NYFRB at http://www.newyorkfed.org, or any successor source.
“NYFRB Rate” means, for any day, the greater of
(a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or
for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published
for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on
such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that
if any of the aforesaid rates as so determined be less than 0%, such rate shall be deemed to be 0% for purposes of this Agreement.
“Obligations” has the meaning set forth in the U.S.
Collateral Agreement. For the avoidance of doubt, Obligations shall not include any liabilities of Unrestricted Subsidiaries.
48
“Original Indebtedness” has the meaning set forth
in the definition of “Refinancing Indebtedness.”
“Organizational Documents” means (a) with respect
to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive or constitutional
documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement, (c) with respect to any partnership, joint venture, trust or other form of
business entity, the partnership, joint venture or other applicable agreement of formation or organization and, if applicable, any agreement,
instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental
Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization
of such entity, (d) with respect to any Belgian Loan Party, the instrument of incorporation (oprichtingsakte / acte de constitution),
the latest consolidated articles of association (statuten / statuts) and extract from the Crossroad Bank for Enterprises (Kruispuntbank
voor Ondernemingen / Banque Carrefour des Entreprises) and (e) with respect to any U.K. Loan Party, the certificate of incorporation,
any certificate of incorporation on change of name, the memorandum of association (if any) and the latest articles of association.
“Other Connection Taxes” means, with respect to
any Credit Party, Taxes imposed as a result of a present or former connection between such Credit Party and the jurisdiction imposing
such Taxes (other than a connection arising from such Credit Party having executed, delivered, become a party to, performed its obligations
under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced,
this Agreement or any other Loan Document, or sold or assigned an interest in any Loan or Loan Document).
“Other Taxes” means any present or future stamp,
court, documentary, intangible, recording, filing or similar excise or property Taxes that arise from any payment made under, from the
execution, delivery, performance, enforcement or registration of, or from the registration, receipt or perfection of a security interest
under, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes
imposed with respect to an assignment (other than an assignment under Section 2.19(b)).
“Overnight Bank Funding Rate” means, for any day,
the rate comprised of both overnight federal funds and overnight eurodollar transactions by U.S.-managed banking offices of depository
institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and
published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.
“Overnight Rate” means, for any day, (a) with
respect to any amount denominated in Dollars, the NYFRB Rate and (b) with respect to any amount denominated in an Alternative Currency,
an overnight rate determined by the Administrative Agent or the applicable Issuing Bank, as the case may be, in accordance with banking
industry rules on interbank compensation.
“Parallel Debt” has the meaning set forth in Section 8.02.
49
“Participant Register” has the meaning set forth
in Section 9.04(c).
“Participants” has the meaning set forth in Section 9.04(c).
“Participating Member State” means any member state
of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic
and Monetary Union.
“Payment” has the meaning set forth in Section 8.01(u).
“Payment Notice” has the meaning set forth in Section 8.01(u).
“PBGC” means the Pension Benefit Guaranty Corporation
referred to and defined in ERISA and any successor entity performing similar functions.
“Perfection Certificate” means a certificate substantially
in the form of Exhibit J or any other form approved by the Administrative Agent (acting reasonably).
“Permitted Acquisition” means the purchase or other
acquisition by the U.S. Borrower or any Restricted Subsidiary of the Equity Interests in, or all or substantially all the assets of (or
assets constituting a business unit, division, product line or line of business of), any Person if (a) in the case of any purchase
or other acquisition of Equity Interests in a Person, each of such Person and its subsidiaries (each, an “Acquired Person”)
shall be or become a Restricted Subsidiary of the U.S. Borrower and, to the extent required by the Collateral and Guarantee Requirement
and within the time period set forth in Section 5.03, shall become a Subsidiary Loan Party or (b) in the case of any purchase
or other acquisition of other assets, such assets will be owned by the U.S. Borrower or a Restricted Subsidiary and, to the extent required
by the Collateral and Guarantee Requirement, shall become Collateral; provided that (i) such purchase or other acquisition
is consummated in all material respects in accordance with all Requirements of Law and (ii) after giving effect to such purchase
or other acquisition, the U.S. Borrower and the Restricted Subsidiaries shall be in compliance with Section 6.03(b), (c) with
respect to each such purchase or other acquisition, all actions, if any, required to be taken with respect to each newly created or acquired
Subsidiary or assets in order to satisfy the requirements set forth in the definition of the term “Collateral and Guarantee Requirement”
shall have been taken (or arrangements for the taking of such actions reasonably satisfactory to the Administrative Agent shall have been
made), (d) after giving effect to such acquisition and all transactions in connection therewith, the Borrowers shall have on a Pro
Forma Basis a Total Net Leverage Ratio of at least 0.25x less than the maximum Total Net Leverage Ratio set forth in Section 6.12(a) at
such time (giving effect to any applicable Increase Period) and (e) at the time of and immediately after giving effect to any such
purchase or other acquisition and all transactions in connection therewith, no Event of Default shall have occurred and be continuing
or would result therefrom. Notwithstanding the foregoing, a Permitted Acquisition may include the direct or indirect acquisition of Subsidiaries
that are non-Loan Parties if and only to the extent that the aggregate consideration in respect of all such acquisitions shall not exceed
(X) the greater of $330,000,000 and 20% of Consolidated Total Assets plus (Y) (A) an amount equal to any returns (in the
form of dividends or other distributions or net sale proceeds) received by any Loan Party in respect of any assets not owned directly
by Loan Parties or Equity Interests in persons that are not Loan Parties or do not become Loan Parties that were acquired in such Permitted
Acquisitions in reliance on the basket in clause (X) above and (B) any amounts in excess thereof that can be, and are, permitted
as Investments (and treated as Investments) made under Section 6.04 (c), (d)(iii), (q), (r), (s), (t) and (u).
50
“Permitted Dispositions” means the Dispositions
of (a) the Advanced Polymer Technologies Segment and (b) the Road Markings Business and the transactions related thereto in
each case.
“Permitted Encumbrances” means:
(a) Liens
imposed by law for Taxes, assessments or governmental charges that are not yet due or are being contested in compliance with Section 5.06;
(b) landlords’,
carriers’, warehousemen’s, mechanics’, suppliers’, materialmen’s, repairmen’s and other like Liens
imposed by law (other than any Lien imposed pursuant to Section 430(k) of the Code or Section 303(k) of ERISA or
a violation of Section 436 of the Code), arising in the ordinary course of business and securing obligations that are not overdue
by more than 30 days or are being contested in compliance with Section 5.06;
(c) Liens
incurred or pledges and deposits made (i) in the ordinary course of business in compliance with workers’ compensation, unemployment
insurance and other social security laws, Environmental Laws or similar legislation or regulations, (ii) to secure liabilities to
insurance carriers under insurance or self-insurance arrangements in respect of obligations of the type set forth described in clause
(i) above or (iii) in respect of letters of credit, bank guarantees or similar instruments issued for the account of the U.S.
Borrower or any Restricted Subsidiary in the ordinary course of business supporting obligations of the type set forth in clause (i) above;
(d) pledges
and deposits made (i) to secure the performance of bids, tenders, trade contracts, leases, statutory obligations, surety, stay,
customs and appeal bonds, performance and return-of-money bonds, government contracts, trade contracts (other than for Indebtedness)
and other obligations of a like nature, in each case in the ordinary course of business and (ii) in respect of letters of credit,
bank guarantees or similar instruments issued for the account of the U.S. Borrower or any Restricted Subsidiary in the ordinary course
of business supporting obligations of the type set forth in clause (i) above;
(e) ground
leases or subleases in respect of real property on which facilities owned or leased by the U.S. Borrower or any of its Restricted Subsidiaries
are located;
(f) judgment
liens in respect of judgments that do not constitute an Event of Default under clause (j) of Section 7.01;
(g) easements,
rights-of-way, licenses, restrictions (including zoning restrictions), minor defects, exceptions or irregularities in title, encroachments,
protrusions and other similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not
materially detract from the value of the affected real property of the U.S. Borrower and its Restricted Subsidiaries, when taken as a
whole, or interfere in any material respect with the ordinary conduct of business of the U.S. Borrower and its Restricted Subsidiaries,
taken as a whole;
51
(h) banker’s
liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions;
provided that such deposit accounts or funds are not established or deposited for the purpose of providing collateral for any Indebtedness
and are not subject to restrictions on access by the U.S. Borrower or any Restricted Subsidiary in excess of those required by applicable
banking regulations;
(i) Liens
arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating
leases entered into by the U.S. Borrower and the Restricted Subsidiaries;
(j) Liens
representing any interest or title of a licensor, lessor or sublicensor or sublessor, or a licensee, lessee or sublicensee or sublessee,
in the property subject to any lease, license or sublicense or concession agreement permitted by this Agreement;
(k) Liens
that are contractual rights of set-off;
(l) Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation
of goods;
(m) Liens
on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit or bankers’
acceptance issued or created for the account of the U.S. Borrower or any Restricted Subsidiary; provided that such Lien secures
only the obligations of the U.S. Borrower or such Restricted Subsidiary in respect of such letter of credit; and
(n) any
zoning or similar law or right reserved to, or vested in, any Governmental Authority to control or regulate the use of any real property
that does not materially interfere with the ordinary course of business of the U.S. Borrower and the Restricted Subsidiaries, taken as
a whole;
provided that the term
“Permitted Encumbrances” shall not include any Lien securing Indebtedness for borrowed money other than Liens referred to
in clause (c) above securing obligations under letters of credit or bank guarantees.
“Permitted Holder” means WestRock and any subsidiary
thereof.
“Permitted Junior Lien Secured Indebtedness” means
any secured Indebtedness of any Loan Party in the form of one or more series of junior lien secured notes, bonds or debentures or junior
lien secured loans; provided that (a) such Indebtedness is secured by Liens on all or a portion of the Collateral on a junior
priority basis to the Liens on the Collateral securing the Obligations and is not secured by any property or assets of the U.S. Borrower
or any other Restricted Subsidiary other than the Collateral, (b) such Indebtedness is not Guaranteed by any Subsidiaries other than
the Subsidiary Loan Parties and (c) the administrative agent, collateral agent, trustee and/or any similar representative acting
on behalf of the holders of such Indebtedness and the applicable Loan Parties shall have become a party to a Junior Lien Intercreditor
Agreement providing that the Liens on the Collateral securing such Indebtedness shall rank junior in priority to the Liens on the Collateral
securing the Obligations.
52
“Permitted Receivables Financing” means any receivables
purchase facility or arrangement pursuant to which the U.S. Borrower and/or one or more Subsidiaries (other than Special Purpose Securitization
Subsidiaries) sells (or purports to sell) Receivables Assets or interests therein to a third party purchaser; provided, that recourse
to the U.S. Borrower or any Subsidiary in connection with any such facility or arrangement shall be limited to the extent customary (as
determined by the Borrower Representative in good faith) for similar transactions in the applicable jurisdictions; and provided, further,
that the aggregate unpaid amount of Receivables Assets (or interests therein) sold (or purported to be sold) by the U.S. Borrower and
Subsidiaries to third party purchasers under such facilities and arrangements shall not exceed $25,000,000 at any time.
“Permitted Reorganization” means (i) the contribution
by the U.S. Borrower of 100% of the Equity Interests of the U.K. Borrower to two or more newly formed Designated Subsidiaries of the U.S.
Borrower, pursuant to which the U.S. Borrower causes the Collateral and Guarantee Requirement to be satisfied with respect to such Designated
Subsidiary, each other Permitted Reorganization Subsidiary and their respective Equity Interests and (ii) the contribution by the
U.S. Borrower and Ingevity South Carolina LLC of 100% of the Equity Interests of the Belgian Borrower and other Foreign Subsidiaries to
two or more newly formed Designated Subsidiaries of the U.S. Borrower, pursuant to which the U.S. Borrower causes the Collateral and Guarantee
Requirement to be satisfied with respect to such Designated Subsidiary, each other Permitted Reorganization Subsidiary and their respective
Equity Interests, in each case in accordance with that certain Tax and Restructuring Step Plan shared with the Administrative Agent prior
to the Second Amendment and Restatement Agreement; provided, that after giving effect to such Permitted Reorganization, the security
interests of the Collateral Agent for the benefit of the Secured Parties in the Collateral, taken as a whole, shall not be materially
impaired (as determined by the Borrowers in good faith), it being understood that the Permitted Reorganization may require the release
of existing security interests (and, as applicable, existing Guarantees), and grant of new security interests (and, as applicable, new
Guarantees) (on substantially the same terms), in favor of the Collateral Agent and all parties shall act in a commercially reasonable
manner as to the agreement of any such documentation, the provision of any deliverables relating to released or newly granted security
interests (and, as applicable, new Guarantees) (as the case may be), and the effecting of any required releases and any perfection requirements.
“Permitted Reorganization Subsidiary” means any
Subsidiary that is a direct or indirect parent of (a) the U.K. Borrower or (b) the Belgian Borrower, in each case, immediately
after giving effect to the Permitted Reorganization.
“Permitted Securitization Documents” means all documents
and agreements evidencing, relating to or otherwise governing a Permitted Securitization Financing.
“Permitted Securitization Financing” means one or
more transactions pursuant to which (i) Securitization Assets or interests therein are sold to or financed by one or more Special
Purpose Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance their acquisition of such
Securitization Assets or interests therein, or the financing thereof, by selling or borrowing against Securitization Assets and any Hedging
Obligations entered into in connection with such Securitization Assets; provided, that recourse to the U.S. Borrower or any Subsidiary
(other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary
(as determined by the U.S. Borrower in good faith) for similar transactions in the applicable jurisdictions (including, to the extent
applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect
to any transfer by the U.S. Borrower or any Subsidiary (other than a Special Purpose Securitization Subsidiary).
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“Person” means any natural person, corporation,
limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
“Plan” means any “employee pension benefit
plan,” as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), that is subject to the provisions of Title
IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the U.S. Borrower or any of its ERISA
Affiliates is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as
defined in Section 3(5) of ERISA.
“Platform” has the meaning set forth in Section 9.17(b).
“Previously Absent Financial Maintenance Covenant”
means, at any time (a) any financial maintenance covenant that is not included in this Agreement but is included in other applicable
Indebtedness incurred, or proposed to be incurred, by the U.S. Borrower or any Restricted Subsidiary, and (b) any financial maintenance
covenant that is included in this Agreement but has covenant levels that are less restrictive on the U.S. Borrower and the Restricted
Subsidiaries than the covenant levels in other applicable Indebtedness incurred, or proposed to be incurred, by the U.S. Borrower or any
Restricted Subsidiary.
“Prime Rate” means the rate of interest last quoted
by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest
per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates)
as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined
by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change
in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.
“Private Side Lender Representatives” means, with
respect to any Lender, representatives of such Lender that are not Public Side Lender Representatives.
“Pro Forma Basis,” “Pro Forma Compliance”
and “Pro Forma Effect” means, with respect to any Disposition, Restricted Payment, Investment, Indebtedness,
savings, reductions and synergies described in clause (a)(xi) of the definition of “Consolidated EBITDA” or payments
of or in respect of Junior Financing pursuant to Section 6.08(b)(vii) for which compliance on a Pro Forma Basis is expressly
required hereunder, that such Disposition, Restricted Payment, Investment, Indebtedness, savings, reductions and synergies or
payments of or in respect of Junior Financing pursuant to Section 6.08(b)(vii), as applicable, shall be deemed to have occurred or
been incurred or have been taken, as applicable, as of the first day of the most recent Test Period preceding the date of such transaction
for which the U.S. Borrower has delivered financial statements pursuant to Section 5.01(a) or (b). In connection with the foregoing,
(a) with respect to any Disposition, (i) income statement items and cash flow statement items (whether positive or negative)
attributable to the property disposed of shall be excluded and (ii) Indebtedness that is repaid with the proceeds of such Disposition
shall be excluded from such calculations and deemed to have been repaid as of the first day of such applicable period, and (b) with
respect to any Investment, income statement items attributable to the Person or property acquired shall be included to the extent relating
to any period applicable in such calculations to the extent (i) such items are not otherwise included in such income statement items
for the U.S. Borrower and its Restricted Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in this
Article I and (ii) Indebtedness of the Person acquired which is retired in connection with such Investment shall be excluded
from such calculation and deemed to have been retired as of the first day of such applicable period.
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“Pro Forma Financial Statements” has the meaning
set forth in Section 3.04(c).
“Projections” has the meaning set forth in Section 3.14.
“PTE” means a prohibited transaction class exemption
issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
“Public Side Lender Representatives” means, with
respect to any Lender, representatives of such Lender that do not wish to receive MNPI.
“Purchase Offer” means an offer by the U.S. Borrower
to purchase Term Loans of one or more Classes pursuant to modified Dutch auctions conducted in accordance with the Auction Procedures
and otherwise in accordance with Section 2.23.
“Qualified Equity Interests” means Equity Interests
of the U.S. Borrower other than Disqualified Equity Interests.
“Qualifying Lender” means, in relation to a payment
in respect of a Loan to the U.K. Borrower:
(a) a Lender which is beneficially entitled (in the case of a Treaty Lender, within the meaning of the relevant U.K. Treaty) to interest
payable to that Lender in respect of such Loan and is:
(i) a Lender:
(A) which is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a Loan Document and is within the charge
to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge
as respects such payments apart from section 18A of the CTA; or
55
(B) in respect of an advance made under a Loan Document by a person that was a bank (as defined for the purpose of section 879 of the
ITA) at the time that that advance was made and is within the charge to United Kingdom corporation tax as respects any payments of
interest made in respect of that advance; or
(ii) a Lender which is:
(A) a company resident in the United Kingdom for United Kingdom tax purposes;
(B) a partnership each member of which is:
(I) a company so resident in the United Kingdom; or
(II) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment
and which brings into account in computing its chargeable profits (within the meaning of Section 19 of the CTA) the whole of any
share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or
(C) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment
and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of Section 19
of the CTA) of that company;
(iii) a Treaty Lender; or
(b) a Lender which is a building society (as defined for the purposes of Section 880 of the ITA) making
an advance under a Loan Document.
“QFC” has the meaning assigned to the term “qualified
financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
“QFC Credit Support” has the meaning set forth in
Section 9.22.
“Recast Insolvency Regulation” has the meaning set
forth in Section 3.17(c).
“Receivables Assets” means accounts receivable (including
any bills of exchange) and related assets and property from time to time originated, acquired or otherwise owned by the U.S. Borrower
or any Subsidiary. Without limiting the foregoing and in any event, Receivables Assets shall include any assets that are customarily sold,
transferred and/or pledged or in respect of which security interests are customarily granted in connection with accounts receivable securitizations
or accounts receivables purchase or factoring transactions and any collections or proceeds of any of the foregoing (including, without
limitation, lock-boxes, deposit accounts, records in respect of accounts receivable and collections in respect of accounts receivable).
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“Reference Time” with respect to any setting of
the then-current Benchmark means (1) if such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago time) on the day that is two
U.S. Government Securities Business Days preceding the date of such setting, (2) if such Benchmark is the EURIBOR Rate, 11:00 a.m. Brussels
time two TARGET Days preceding the date of such setting, (3) if the RFR for such Benchmark is SONIA, then four Business Days preceding
the date of such setting, or (4) if such Benchmark is none of the Term SOFR Rate, the EURIBOR Rate or SONIA, the time determined
by the Administrative Agent in its reasonable discretion.
“Refinancing Indebtedness” means, in respect of
any Indebtedness (the “Original Indebtedness”), any Indebtedness issued in exchange for, or the net proceeds of which
are used to modify, extend, refinance, renew, replace or refund (collectively, to “Refinance” or a “Refinancing”
or “Refinanced”), such Original Indebtedness (or previous refinancing thereof constituting Refinancing Indebtedness);
provided that (a) the principal amount (or accreted value, if applicable) of any such Refinancing Indebtedness shall not exceed
the principal amount (or accreted value, if applicable) of the Original Indebtedness outstanding immediately prior to such Refinancing
except by an amount equal to the unpaid accrued interest and premium thereon plus underwriting discounts, costs, commissions, other reasonable
amounts paid, and fees and expenses (including upfront fees, original issue discount or initial yield payments) incurred, in connection
with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder, (b) if
the Indebtedness being Refinanced is Indebtedness permitted by Section 6.01(a)(i), (ii), (iii) or (vii), the direct and contingent
obligors with respect to such Refinancing Indebtedness shall not include any Person that was not an obligor with respect to the Original
Indebtedness, (c) other than with respect to a Refinancing in respect of Indebtedness permitted pursuant to Section 6.01(a)(vi),
such Refinancing Indebtedness (i) shall have a final maturity date equal to or later than the final maturity date of the Original
Indebtedness and the final maturity date of such Refinancing Indebtedness shall not be subject to any conditions that could result in
such final maturity date occurring on a date that precedes the final maturity date of such Original Indebtedness (except to the extent
that any such conditions existed in the terms of the Original Indebtedness) and (ii) shall not be required to be repaid, prepaid,
redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any
holder thereof (except, in each case, upon the occurrence of an event of default, a change in control (or similar event, however denominated),
an asset sale or a casualty or condemnation event or, in the case of any term loans, excess cash flow sweeps no greater than any excess
cash flow sweep then applicable to the Original Indebtedness) or as and to the extent such repayment, prepayment, redemption, repurchase
or defeasance would have been required pursuant to the terms of such Original Indebtedness prior to the earlier of (A) the maturity
of such Original Indebtedness and (B) the date 91 days after the latest Maturity Date in effect on the date of such Refinancing;
provided that, notwithstanding the foregoing, scheduled amortization payments (however denominated) of such Refinancing Indebtedness
shall be permitted so long as the Weighted Average Life to Maturity of such Refinancing Indebtedness shall be longer than the Weighted
Average Life to Maturity of such Original Indebtedness remaining as of the date of such Refinancing, (d) such Refinancing Indebtedness
shall not be secured by any Lien on any asset other than the assets that secured such Original Indebtedness (or would have been required
to secure such Original Indebtedness pursuant to the terms thereof) or, in the event Liens securing such Original Indebtedness shall have
been contractually subordinated to any Lien securing the Loan Document Obligations, by any Lien that shall not have been contractually
subordinated to at least the same extent, and (e) if the Original Indebtedness being Refinanced is Indebtedness permitted by Section 6.01(a)(i),
(ii), (iii) or (vii), the terms and conditions of any such Refinancing Indebtedness (including, if applicable, as to collateral priority
and subordination, but excluding, for the avoidance of doubt, interest rates (including through fixed interest rates), interest margins,
rate floors, fees, funding discounts, original issue discounts and prepayment or redemption premiums and terms) either (1) reflect
market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower Representative
in good faith) or (2) taken as a whole, are not materially less favorable to the Lenders than the terms and conditions of the Original
Indebtedness being Refinanced; provided that a certificate of an Authorized Officer of the U.S. Borrower delivered to the Administrative
Agent at least five Business Days prior to such Refinancing, together with a reasonably detailed description of the material terms and
conditions of such proposed Refinancing Indebtedness or drafts of the documentation relating thereto, stating that the U.S. Borrower has
determined in good faith that such terms and conditions satisfy the foregoing requirement in clause (e) shall be conclusive evidence
that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the U.S. Borrower within such
five Business Day period that it disagrees with such determination (including a reasonably detailed description of the basis upon which
it disagrees).
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“Register” has the meaning set forth in Section 9.04(b)(iv).
“Regulatory Authority” has the meaning set forth
in Section 9.12.
“Related Parties” means, with respect to any specified
Person, such Person’s Affiliates and the directors, officers, partners, trustees, employees, agents, advisors, controlling persons
and other representatives of such Person and of such Person’s Affiliates.
“Release” means any release, spill, emission, leaking,
dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within
or upon any building, structure, facility or fixture.
“Relevant Governmental Body” means (i) with
respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Federal Reserve Board and/or the NYFRB, or a committee
officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto, (ii) with
respect to a Benchmark Replacement in respect of Loans denominated in Sterling, the Bank of England, or a committee officially endorsed
or convened by the Bank of England or, in each case, any successor thereto and (iii) with respect to a Benchmark Replacement in respect
of Loans denominated in Euros, the European Central Bank, or a committee officially endorsed or convened by the European Central Bank
or, in each case, any successor thereto.
“Relevant Party” has the meaning set forth in Section 2.17(g)(ii).
“Relevant Rate” means (i) with respect to any
Term Benchmark Borrowing denominated in Dollars, the Term SOFR Rate, (ii) with respect to any Term Benchmark Borrowing denominated
in Euros, the Adjusted EURIBOR Rate, (iii) with respect to any Borrowing denominated in Sterling, the Daily Simple SONIA or (iv) with
respect to any Swingline Borrowing denominated in Euros, the Daily Simple ESTR, as applicable.
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“Relevant Screen Rate” means (i) with respect
to any Term Benchmark Borrowing denominated in Dollars, the Term SOFR Reference Rate or (ii) with respect to any Term Benchmark Borrowing
denominated in Euros, the EURIBOR Screen Rate, as applicable.
“Required Debt Parameters” means, in respect of
any Indebtedness (other than Indebtedness subject to customary escrow arrangements that have redemption requirements related to such escrow
release (so long as subject to such escrow)), that (a) such Indebtedness shall have a stated final maturity date not earlier than
the date that is 91 days after the latest Maturity Date in effect at the time of incurrence of such Indebtedness and the stated final
maturity date of such Indebtedness shall not be subject to any conditions that could result in such stated final maturity date occurring
on a date that precedes the latest Maturity Date in effect at the time of incurrence of such Indebtedness, (b) such Indebtedness
shall not be required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence
of one or more events or at the option of any holder thereof (except for customary amortization terms and, in each case, upon the occurrence
of an event of default, a change in control (or similar event, however denominated), an asset sale or a casualty or condemnation event
or, in the case of any term loans, excess cash flow sweeps no greater than any excess cash flow sweep then applicable under the Loan Documents)
prior to the latest Maturity Date in effect at the time of incurrence of such Indebtedness, (c) the Weighted Average Life to Maturity
of such Indebtedness shall be no shorter than the longest then remaining Weighted Average Life to Maturity of any Class of Term Loans
then outstanding and (d) except for any of the following that are only applicable to periods after the latest Maturity Date in effect
at the time of incurrence of such Indebtedness, the terms and conditions of any such Indebtedness, taken as a whole, are not (excluding,
for the avoidance of doubt, interest rates (including through fixed interest rates), interest margins, rate floors, fees, funding discounts,
original issue discounts and prepayment or redemption premiums and terms) materially more restrictive on the U.S. Borrower and the Restricted
Subsidiaries than those under the Loan Documents (when taken as a whole), unless such terms and conditions reflect market terms and conditions
(taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower Representative in good faith) (provided,
however, that notwithstanding anything to the contrary contained herein, if any such terms of such Indebtedness contain a Previously
Absent Financial Maintenance Covenant, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of all
Lenders; provided that customary bridge financings will not be subject to the requirements of clauses (a) through (d) above
to the extent that such bridge financings by their terms convert at maturity to other Indebtedness that complies with the requirements
of clauses (a) through (d) above.
“Required Lenders” means, at any time, Lenders having
Revolving Exposures, Term Loans and unused Commitments representing more than 50% of the sum of the Aggregate Revolving Exposure, outstanding
Term Loans and unused Commitments at such time.
“Required Reimbursement Date” has the meaning set
forth in Section 2.05(f).
“Requirements of Law” means, with respect to any
Person, any statutes, laws, treaties, rules, regulations, official administrative pronouncements, orders, decrees, writs, injunctions,
or determinations of any arbitrator or court or other Governmental Authority, in each case applicable to or binding upon such Person or
any of its property or to which such Person or any of its property is subject.
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“Resolution Authority” means an EEA Resolution Authority
or, with respect to any U.K. Financial Institution, a U.K. Resolution Authority.
“Restored Lender” has the meaning set forth in Section 2.20.
“Restricted Payment” means any dividend or other
distribution (whether in cash, securities or other property) with respect to any Equity Interests in the U.S. Borrower or any Restricted
Subsidiary or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, acquisition, cancelation or termination of, or any other return of capital with respect to, any
Equity Interests in the U.S. Borrower or any Restricted Subsidiary.
“Restricted Subsidiary” means any Subsidiary other
than an Unrestricted Subsidiary. Unless otherwise specified, as used herein, “Restricted Subsidiary” shall mean a “Restricted
Subsidiary” of the U.S. Borrower.
“Revolving Availability Period” means the period
from and including the Second Amendment and Restatement Effective Date to but excluding the earlier of the Revolving Maturity Date (or,
with respect to any Extended Revolving Commitment, the relevant Maturity Date for the Extension Series of such Extended Revolving
Commitment) and the date of termination of the Revolving Commitments.
“Revolving Commitment” means, with respect to each
Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline
Loans hereunder during the Revolving Availability Period, expressed as an amount representing the maximum aggregate permitted amount of
such Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08,
(b) increased from time to time pursuant to Section 2.21 and (c) reduced or increased from time to time pursuant to assignments
by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Revolving Commitment is set forth on Schedule
2.01, or in the Assignment and Assumption or the Incremental Facility Agreement pursuant to which such Lender shall have assumed or increased
its Revolving Commitment, as applicable. The aggregate amount of the Lenders’ Revolving Commitments as of the Second Amendment and
Restatement Effective Date is $750,000,000.
“Revolving Exposure” means, with respect to any
Lender at any time, the sum of (a) the Dollar Equivalent of the outstanding principal amount of such Lender’s Revolving Loans
and (b) such Lender’s LC Exposure and Swingline Exposure at such time.
“Revolving Extension Request” has the meaning set
forth in Section 2.22(a)(ii).
“Revolving Lender” means a Lender with a Revolving
Commitment or Revolving Exposure.
“Revolving Lender Parent” means, with respect to
any Revolving Lender, any Person in respect of which such Lender is a subsidiary.
“Revolving Loan” means a Loan made pursuant to Section 2.01
and any Extended Revolving Loan.
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“Revolving Maturity Date” means March 26, 2031,
as the same may be extended with respect to the Revolving Commitments and Revolving Loans pursuant to Section 2.22; provided
that if on the date that is 91 days prior to the stated maturity date of the Senior Notes (the “Springing Test Date”),
the aggregate principal amount of the Senior Notes then outstanding is equal to or greater than $250,000,000, the Revolving Maturity Date
shall instead be the Springing Test Date.
“RFR” means, for any RFR Loan denominated in (a) Sterling,
SONIA and (b) Euros, ESTR.
“RFR Borrowing” means, as to any Borrowing, the
RFR Loans comprising such Borrowing.
“RFR Business Day” means any day except for a Saturday,
Sunday or a day on which banks are closed for general business in London.
“RFR Loan” means a (a) Loan that bears interest
at a rate based on the Daily Simple SONIA or (b) a Swingline Loan that bears interest at a rate based on the Daily Simple ESTR.
“RMB” means the lawful currency of the People’s
Republic of China.
“Road Markings Business” means the “Performance
Chemicals” road markings business of the U.S. Borrower, which includes, without limitation, Ozark Materials, LLC, Ozark Nevada,
LLC, and Ozark Indiana, LLC.
“S&P” means Standard & Poor’s
Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.
“Sale/Leaseback Transaction” means an arrangement
relating to property owned by the U.S. Borrower or any Restricted Subsidiary whereby the U.S. Borrower or such Restricted Subsidiary sells
or transfers such property to any Person and the U.S. Borrower or any Restricted Subsidiary leases such property, or other property that
it intends to use for substantially the same purpose or purposes as the property sold or transferred, from such Person or its Affiliates.
“Sanctioned Country” means, at any time, a country,
region or territory which is the subject or target of any Sanctions.
“Sanctioned Person” means a person or entity that
(a) is named on the list of “Specially Designated Nationals” or “Blocked Persons” on the most current list
published by OFAC available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx
or as otherwise published from time to time or on the UK Sanctions List maintained by the Foreign, Commonwealth and Development Office
of the United Kingdom or (b) is (x) an agency of the government of a country, (y) an organization controlled by a country
or (z) a person resident in a country that is subject to a sanctions program identified on any list referred to in the preceding
clause (a), as such program may be applicable to such agency, organization or person or (c) otherwise the subject of any current
sanctions administered by the United States, the government of Canada, the United Nations Security Council, any European Union member
state or the United Kingdom.
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“Sanctions” means economic or financial sanctions
or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including the Office of Foreign Assets
Control of the U.S. Department of the Treasury or the U.S. Department of State, His Majesty’s Government of the United Kingdom (and
its respective governmental departments), the government of Canada, the United Nations Security Council or the European Union.
“SEC” means the United States Securities and Exchange
Commission.
“SEC Filings” means the U.S. Borrower’s Registration
Statement number 001-37586 on Form 10 filed with the SEC in connection with the Spin-Off and all amendments thereto as in effect
on the Signing Date, or any publicly available press releases of the U.S. Borrower or filings by the U.S. Borrower with the SEC prior
to the Signing Date, together with any amendments or modifications thereto reasonably acceptable to the Administrative Agent or otherwise
not materially adverse to the Lenders.
“Second A&R Facility Engagement Letter” means
the Engagement Letter dated February 19, 2026, among the U.S. Borrower and JPMorgan Chase Bank, N.A.
“Second Amendment and Restatement Agreement” means
that certain Second Amendment and Restatement Agreement, dated as of March 26, 2026, by and among the Borrowers, the other Loan Parties,
the Administrative Agent, the Collateral Agent, the Swingline Lender and the Lenders party thereto.
“Second Amendment and Restatement Effective Date”
means March 26, 2026.
“Section 2.22 Additional Amendment” has the
meaning set forth in Section 2.22(c).
“Secured Parties” has the meaning set forth in the
U.S. Collateral Agreement.
“Securities Act” means the United States Securities
Act of 1933, as amended.
“Securitization Assets” means any of the following
assets (or interests therein) from time to time originated, acquired or otherwise owned by the U.S. Borrower or any Subsidiary or in which
the U.S. Borrower or any Subsidiary has any rights or interests, in each case, without regard to where such assets or interests are located:
(a) Receivables Assets, (b) [reserved], (c) royalty and other similar payments made related to the use of trade names and
other intellectual property, business support, training and other services, (d) revenues related to distribution and merchandising
of the products of the U.S. Borrower and its Subsidiaries, (e) rents, real estate taxes and other non-royalty amounts due from franchisees,
(f) intellectual property rights relating to the generation of any of the foregoing types of assets, (g) parcels of or interests
in real property, together with all easements, hereditaments and appurtenances thereto, all improvements and appurtenant fixtures and
equipment, incidental to the ownership, lease or operation thereof, and (h) any other assets and property to the extent customarily
included in securitization transactions of the relevant type in the applicable jurisdictions (as determined by the U.S. Borrower in good
faith).
“Security Documents” means the Collateral Agreements,
the IP Security Agreements, the Belgian Security Agreements, the U.K. Security Agreements and each other security agreement or other instrument
or document executed and delivered pursuant to Sections 5.03, 5.12, 5.13 or any other Security Document to secure the Obligations.
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“Senior Notes” means (a) the Borrower’s
outstanding 3.875% Senior Notes due 2028 and (b) any Refinancing Indebtedness thereof which has a scheduled maturity date and Weighted
Average Life to Maturity that is earlier than 91 days after March 26, 2031.
“Senior Secured Net Leverage Ratio” means, as of
any date of determination, the ratio of (a) Consolidated Secured Net Debt to (b) Consolidated EBITDA for the most recently ended
Test Period on or prior to such date of determination. The Senior Secured Net Leverage Ratio shall, for all purposes hereunder, be determined
on a Pro Forma Basis.
“Series” refers to Incremental Term Commitments
(and any Incremental Term Loans thereunder) established pursuant to an Incremental Facility Agreement and designated pursuant to Section 2.21.
“Signing Date” means the date on which the conditions
specified in Section 4.01 were satisfied, which date was March 7, 2016.
“SOFR” means, with respect to any Business Day,
a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s
Website at approximately 8:00 a.m. (New York City time) on the immediately succeeding Business Day.
“SOFR Administrator” means the NYFRB (or a successor
administrator of the secured overnight financing rate).
“SOFR Administrator’s Website” means the NYFRB’s
website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by
the SOFR Administrator from time to time.
“SOFR Determination Date”
has the meaning specified in the definition of “Daily Simple SOFR”.
“SOFR Rate Day”
has the meaning specified in the definition of “Daily Simple SOFR”.
“Sold Entity or Business” has the meaning set forth
in the definition of the term “Consolidated EBITDA.”
“Solvent” means, with respect to any Person, that
(a) the Fair Value and Present Fair Salable Value of the assets of such Person taken as whole exceeds its Stated Liabilities and
Identified Contingent Liabilities, (b) such Person does not have Unreasonably Small Capital, and (c) such Person will be able
to pay its Stated Liabilities and Identified Contingent Liabilities as they mature (with the terms “Fair Value,” “Present
Fair Salable Value,” “Stated Liabilities,” “Identified Contingent Liabilities,” “will be able to pay
their Stated Liabilities and Identified Contingent Liabilities as they mature” and “does not have Unreasonably Small Capital”
having the meanings as defined in Exhibit K).
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“SONIA” means,
with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published by the
SONIA Administrator on the SONIA Administrator’s Website on the immediately succeeding Business Day.
“SONIA Administrator”
means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).
“SONIA Administrator’s
Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for
the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.
“SONIA Interest Day” has the meaning specified in
the definition of “Daily Simple SONIA.”
“Special Purpose Securitization Subsidiary” means
(i) a direct or indirect Subsidiary of the U.S. Borrower established in connection with a Permitted Securitization Financing for
the acquisition of Securitization Assets or interests therein, and (ii) any subsidiary of a Special Purpose Securitization Subsidiary.
“Specified L/C Sublimit” means, with respect to
any Issuing Bank, the amount set forth opposite its name on Schedule 2.01 under the heading “Specified L/C Sublimit.”
“Specified Material Contracts” means the agreements
entered into by and among the Borrowers, WestRock (and/or its Affiliates) and the other parties thereto with respect to the outstanding
IDBs and/or the IDB Closing Distribution to be entered into on or around the Spin-Off Date in form and substance reasonably acceptable
to the Administrative Agent.
“Spin-Off” means a “spin-off” or “split-off”
in one or a series of transactions with respect to the U.S. Borrower such that all or a portion of the Equity Interests in the U.S. Borrower
are “spun off” or “split off” or otherwise distributed by WestRock ratably to the holders of all the Equity Interests
in WestRock and the U.S. Borrower becomes a public company.
“Spin-Off Agreement” means the Separation and Distribution
Agreement, to be dated as of or prior to the Initial Funding Date, by and between the U.S. Borrower and WestRock and in form and substance
consistent in all material respects with the description thereof in the SEC Filings as of the Signing Date (as amended, waived or otherwise
modified pursuant to the proviso in the definition of “SEC Filings”) and reasonably satisfactory to the Administrative Agent
and the Arrangers.
“Spin-Off Date” means the date on which the Spin-Off
is consummated in accordance with the Spin-Off Agreement and the SEC Filings.
“Springing Test Date” has the meaning set forth
in the definition of “Revolving Maturity Date.”
“Statutory Reserve Rate” means a fraction (expressed
as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the
maximum reserve percentages (including any marginal, special, emergency or supplemental reserves), expressed as a decimal, established
by the Board of Governors to which the Administrative Agent is subject with respect to Adjusted EURIBOR Rate for eurocurrency funding
(currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board of Governors). Such reserve percentages
shall include those imposed pursuant to such Regulation D. Term Benchmark Loans for which the associated Benchmark is adjusted by reference
to the Statutory Reserve Rate (per the related definition of such Benchmark) shall be deemed to constitute eurocurrency funding and to
be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time
to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically
on and as of the effective date of any change in any reserve percentage.
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“Step-Up” has the meaning set forth in Section 6.12(a).
“Sterling” or “£” mean
the lawful currency of the United Kingdom.
“Subordinated Indebtedness” of any Person means
any Indebtedness of such Person that is subordinated in right of payment to any other Indebtedness of such Person.
“Subsequent Maturity Date” has the meaning set forth
in Section 2.05(c).
“subsidiary” means, with respect to any Person (the
“parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts
of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements
were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association
or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary
voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled
or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.
“Subsidiary” means any subsidiary of the U.S. Borrower.
“Subsidiary Loan Party” means each Subsidiary that
is a party to any Collateral Agreement.
“Supplier” has the meaning set forth in Section 2.17(g)(ii).
“Supply Recipient” has the meaning set forth in
Section 2.17(g)(ii).
“Supported QFC” has the meaning set forth in Section 9.22.
“Swingline Borrowing” means, as to any Borrowing,
the Swingline Loans comprising such Borrowing.
“Swingline Exposure” means, at any time, the aggregate
principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Revolving Lender at any time shall be
its Applicable Percentage of the total Swingline Exposure at such time.
“Swingline Lender” means JPMorgan Chase Bank, N.A.,
in its capacity as lender of Swingline Loans hereunder.
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“Swingline Loan” means a Loan made pursuant to Section 2.04.
“Syndication Agent” means (x) each of Bank
of America, N.A. and JPMorgan Chase Bank, N.A., in its capacity as the syndication agent for the credit facilities provided for herein,
(y) in connection with the Amendment and Restatement Agreement, each of MUFG Bank, Ltd., PNC Bank, National Association, Truist
Bank, U.S. Bank National Association, BMO Bank N.A., HSBC Bank USA, National Association, Citibank, N.A. and Mizuho Bank, Ltd. and
(z) in connection with the Second Amendment and Restatement Agreement, each of JPMorgan Chase Bank, N.A., BofA Securities, Inc.,
Citizens Bank, N.A., PNC Bank, National Association, TD Securities (USA) LLC, BMO Bank N.A., First National Bank of Pennsylvania and U.S.
Bank National Association.
“TARGET Day” means any day on which TARGET2
(or, if such payment system ceases to be operative, such other payment system, if any, reasonably determined by the Administrative Agent
to be a suitable replacement) is open for settlement of payments in Euro.
“TARGET2” means the Trans-European Automated Real-time
Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007.
“Tax Confirmation”
means, in respect of a Loan made to the U.K. Borrower, a confirmation by a Lender that the person beneficially entitled to interest
payable to that Lender in respect of that Loan is either:
(a) a company resident in the United Kingdom for United Kingdom tax purposes;
(b) a partnership each member of which is:
(i) a company so resident in the United Kingdom; or
(ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through
a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA)
the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or
(c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through
a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits
(within the meaning of section 19 of the CTA) of that company.
“Tax Deduction” means, with respect to any payment
under a Loan Document in respect of a Loan to the U.K. Borrower, a deduction or withholding for or on account of United Kingdom withholding
Tax.
“Taxes” means any present or future taxes, levies,
imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest,
additions to tax or penalties applicable thereto.
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“Term Benchmark” when used in reference to any Loan
or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference
to the Term SOFR Rate or the Adjusted EURIBOR Rate, as applicable.
“Term Loan” means an Incremental Term Loan or an
Extended Term Loan, as applicable.
“Term Loan Extension Request” has the meaning set
forth in Section 2.22(a)(i).
“Term SOFR Determination Day” has the meaning assigned
to it under the definition of Term SOFR Reference Rate.
“Term SOFR Rate” means, with respect to any Term
Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate
at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable
to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator provided that if the Term SOFR
Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
“Term SOFR Reference Rate” means, for any day and
time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Borrowing denominated in Dollars
and for any tenor comparable to the applicable Interest Period, the rate per annum published by the CME Term SOFR Administrator and identified
by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 p.m. (New York City time) on such Term SOFR
Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator
and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, so long as such day is otherwise a U.S. Government
Securities Business Day, then the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as
published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published
by the CME Term SOFR Administrator, so long as such first preceding U.S. Government Securities Business Day is not more than five (5) U.S.
Government Securities Business Days prior to such Term SOFR Determination Day.
“Test Period” means, at any date of determination,
the period of four consecutive fiscal quarters of the U.S. Borrower then most recently ended.
“Total Leverage Ratio” means, as of any date of
determination, the ratio of (a) Consolidated Total Debt as of the last day of the Test Period most recently ended on or prior to
such date of determination to (b) Consolidated EBITDA for such Test Period. The Total Leverage Ratio shall, for all purposes hereunder,
be determined on a Pro Forma Basis.
“Total Net Leverage Ratio” means, as of any date
of determination, the ratio of (a) Consolidated Total Net Debt to (b) Consolidated EBITDA for the most recently ended Test Period
on or prior to such date of determination. The Total Net Leverage Ratio shall, for all purposes hereunder, be determined on a Pro Forma
Basis, except that, for purposes of compliance with Section 6.12, Pro Forma Effect shall not be given to any transaction occurring
after the conclusion of the applicable Test Period.
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“Transaction Costs” means the fees and expenses
incurred in connection with the Transactions.
“Transactions” means, collectively, (i) the
Financing Transactions, (ii) the reorganization steps undertaken by WestRock and its subsidiaries, as disclosed to the Administrative
Agent prior to the date hereof (with such changes as the Administrative Agent may approve in its reasonable discretion), in order to capitalize
the U.S. Borrower and its Subsidiaries consistent with the SEC Filings and the consummation of the Spin-Off in accordance with the Spin-Off
Agreement, (iii) the payment of the Transaction Costs, (iv) the payment of the Dividend, (v) the payment of the IDB Closing
Distribution, (vi) the execution and delivery of the Specified Material Contracts, (vii) the acquisition, directly or indirectly,
by the U.S. Borrower of the Belgian Borrower and all of the assets and entities to be owned, directly or indirectly, by the Belgian Borrower,
(viii) the consummation of the Permitted Reorganization, (ix) the consummation of the Permitted Dispositions, (x) the consummation
of the Industrial Specialties Product Line Disposition and (xi) the consummation of any other transactions connected with the foregoing.
“Transition Services Agreement” means the Transition
Services Agreement, to be dated as of or prior to the Initial Funding Date, by and among the U.S. Borrower, WestRock and its Affiliates
and in form and substance consistent in all material respects with the description thereof in the SEC Filings as of the Signing Date (as
amended, waived or otherwise modified pursuant to the proviso in the definition of “SEC Filings”).
“Treaty Lender” means, in relation to a payment
of interest in respect of Loan to the U.K. Borrower, a Lender which:
(a) is treated as a resident of a U.K. Treaty State for the purposes of the relevant U.K. Treaty;
(b) does not carry on a business in the United Kingdom through a permanent establishment with which that
Lender’s participation in the Loans is effectively connected; and
(c) fulfils all other conditions which must be fulfilled in order to benefit from full exemption under the
relevant U.K. Treaty and U.K. domestic law from Tax imposed by the United Kingdom on interest payable to that Lender in respect of an
advance under a Loan Document, subject to the completion of any necessary procedural formalities.
“Type”, when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Term
SOFR Rate, the Adjusted EURIBOR Rate, the Alternate Base Rate, the Daily Simple SONIA or the Daily Simple ESTR.
“U.K. Borrower” means Ingevity UK Ltd, a private
limited company incorporated in England and Wales with company number 02715398.
“U.K. Collateral Documents” means, collectively,
the U.K. Security Agreements and any other agreements, instruments and documents executed by any U.K. Loan Party in connection with this
Agreement that are intended to guarantee or create, perfect or evidence Liens on the Collateral to secure the U.K. Obligations, including,
without limitation, all other security agreements, pledge agreements, loan agreements, notes, guarantees, subordination agreements, pledges,
powers of attorney, consents, assignments, contracts, fee letters, notices, leases, financing statements and all other written matter
whether theretofore, now or hereafter executed by any U.K. Loan Party and delivered to the Administrative Agent.
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“U.K. Financial Institution” means any BRRD Undertaking
(as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation
Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom
Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions
or investment firms.
“U.K. Loan Parties” means, collectively, the U.K.
Borrower and each other Person that is organized under the laws of England and Wales and becomes a party hereto and to any U.K. Security
Agreements to which it is a party as security provider (each a “U.K. Loan Party”).
“U.K. Non-Bank Lender” means:
(a) a Lender which is a Lender on the date of this Agreement and which states that it is a UK Non-Bank Lender
opposite its name in the signature pages to this Agreement; and
(b) a Lender which becomes party to this Agreement after the date on which this Agreement closes and which
gives a Tax Confirmation in the documentation which it executes on becoming a Party as a Lender.
“U.K. Obligations” means the “Secured Obligations”
as defined in the U.K. Security Agreements.
“U.K. Resolution Authority” means the Bank of England
or any other public administrative authority having responsibility for the regulation of any U.K. Financial Institution.
“U.K. Security Agreements” means:
(a) the
English law governed debenture granted by the U.K. Borrower to the Administrative Agent dated as of June 23, 2022;
(b) the
English law share charge granted by the U.S. Borrower to the Administrative Agent dated as of June 23, 2022;
(c) any
English law share charge granted by a Foreign Permitted Reorganization Subsidiary to the Administrative Agent in connection with the Permitted
Reorganization; and
(d) any
other document designated as a U.K. Security Agreement by the U.K. Borrower and the Administrative Agent.
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“U.K. Treaty State” means a jurisdiction having
a double taxation agreement (a “U.K. Treaty”) with the U.K. which makes provision for full exemption from tax imposed
in the U.K. on interest.
“U.S. Government Securities Business Day” means
any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets
Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United
States government securities.
“Unadjusted Benchmark Replacement” means the applicable
Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
“Unrestricted Cash” means, as of any date, the sum
of (i) 100.0% of the unrestricted cash and Cash Equivalents owned by the U.S. Borrower and the Restricted Subsidiaries (other than
Restricted Subsidiaries organized in the People’s Republic of China (the “Chinese Subsidiaries”)) that are not,
and are not presently required under the terms of any agreement or other arrangement binding on the U.S. Borrower or any Restricted Subsidiary
on such date to be, (a) pledged to or held in one or more accounts under the control of one or more creditors of the U.S. Borrower
or any Restricted Subsidiary (other than to secure the Loan Document Obligations), (b) otherwise segregated from the general assets
of the U.S. Borrower and the Restricted Subsidiaries, in one or more special accounts or otherwise, for the purpose of securing or providing
a source of payment for Indebtedness or other obligations that are or from time to time may be owed to one or more creditors of the U.S.
Borrower or any Restricted Subsidiary (other than to secure the Loan Document Obligations), (c) held by a Restricted Subsidiary that
is not wholly-owned or that is subject to restrictions on its ability to pay dividends or distributions or (d) held in an account
that is governed by the laws of the People’s Republic of China and (ii) 80.0% of the unrestricted cash and Cash Equivalents
owned by the Chinese Subsidiaries that are not, and are not presently required under the terms of any agreement or other arrangement binding
on any Chinese Subsidiary on such date to be, (a) pledged to or held in one or more accounts under the control of one or more creditors
of any Chinese Subsidiary (other than to secure the Loan Document Obligations), (b) otherwise segregated from the general assets
of the Chinese Subsidiaries, in one or more special accounts or otherwise, for the purpose of securing or providing a source of payment
for Indebtedness or other obligations that are or from time to time may be owed to one or more creditors of any Chinese Subsidiary (other
than to secure the Loan Document Obligations) or (c) held by a Chinese Subsidiary that is not wholly-owned or that is subject to
restrictions on its ability to pay dividends or distributions; provided that if the Chinese Subsidiaries are, as reasonably determined
by the U.S. Borrower or the Administrative Agent, and following notice of such determination to the U.S. Borrower or Administrative Agent,
as applicable, expressly prohibited from distributing, dividending or otherwise providing such cash to the U.S. Borrower and the Restricted
Subsidiaries (other than the Chinese Subsidiaries) pursuant to a statute, rule, regulation, code or other law promulgated by the People’s
Republic of China, the amount determined pursuant to this clause (ii) shall be $0. For the avoidance of doubt, “Unrestricted
Cash” shall exclude all auction rate securities and, on each occasion when the amount of Unrestricted Cash is to be determined in
respect of any transaction (other than for purposes of Section 2.01), such amount shall not include the amount of the proceeds of
any Indebtedness then being issued or any cash or Cash Equivalents to be received or to be used in such transaction.
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“Unrestricted Subsidiary” means (a) any Subsidiary
of the U.S. Borrower that is designated as an Unrestricted Subsidiary by the U.S. Borrower pursuant to Section 5.15 subsequent to
the Signing Date and (b) any subsidiary of an Unrestricted Subsidiary.
“U.S. Administrative Agent” means JPMorgan Chase
Bank, N.A. (as assignee of the Former Agent), in its capacity as administrative agent hereunder and under the other Loan Documents, and
its successors in such capacity as provided in Article VIII.
“U.S. Borrower” means Ingevity Corporation, a Delaware
corporation.
“U.S. Collateral Agreement” means the Guarantee
and Collateral Agreement among the U.S. Borrower, the Subsidiary Loan Parties and the Administrative Agent, substantially in the form
of Exhibit D or any other form approved by the Administrative Agent (acting reasonably), together with all supplements thereto.
“U.S. Person” means a “United States person”
within the meaning of Section 7701(a)(30) of the Code.
“U.S. Special Resolution Regimes” has the meaning
set forth in Section 9.22.
“U.S. Tax Certificate” has the meaning set forth
in Section 2.17(e)(ii)(D)(2).
“USA PATRIOT Act” means the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.
“VAT” means:
(a) any value added tax imposed pursuant to the United Kingdom Value Added Tax Act 1994;
(b) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive
2006/112) (as amended) and any national legislation implementing that Directive or any predecessor to it or supplemental to that Directive;
and
(c) any other tax of a similar nature, whether imposed in the United Kingdom or in a member state of the European Union in substitution
for, or levied in addition to, such tax referred to in paragraphs (a) or (b) above, or imposed elsewhere.
“Weighted Average Life to Maturity” means, when
applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying
(i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including
payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.
“WestRock” means WestRock Company, a Delaware corporation.
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“wholly-owned,” when used in reference to a subsidiary
of any Person, means that all the Equity Interests in such subsidiary (other than directors’ qualifying shares and other nominal
amounts of Equity Interests that are required to be held by other Persons under applicable law) are owned, beneficially and of record,
by such Person, another wholly-owned subsidiary of such Person or any combination thereof.
“Withdrawal Liability” means liability to a Multiemployer
Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E
of Title IV of ERISA.
“Withholding Agent” means any applicable withholding
agent.
“Write-Down and Conversion Powers” means, (a) with
respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under
the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In
Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In
Legislation to cancel, reduce, modify or change the form of a liability of any U.K. Financial Institution or any contract or instrument
under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or
any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend
any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any
of those powers.
SECTION 1.02 Classification
of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings may be classified and referred to by Class (e.g.,
a “Revolving Loan,” “Revolving Borrowing,” “Incremental Term Loan” or “Incremental Term Borrowing”)
or by Type (e.g., a “Term Benchmark Loan” or an “RFR Loan”) or by Class and Type (e.g., a
“Term Benchmark Revolving Borrowing” or an “RFR Borrowing”).
SECTION 1.03 Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The
word “will” shall be construed to have the same meaning and effect as the word “shall.” The words “asset”
and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible
and intangible assets and properties, including cash, securities, accounts and contract rights. The word “law” shall be construed
as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having
the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental
Authorities. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document
(including this Agreement and the other Loan Documents) shall be construed as referring to such agreement, instrument or other document
as from time to time amended, restated, amended and restated, extended, supplemented or otherwise modified (subject to any restrictions
on such amendments, restatements, amendments and restatements, extensions, supplements or modifications set forth herein), (b) any
definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended,
consolidated, replaced, interpreted, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any
reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions
on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded
to any or all functions thereof, (d) the words “herein,” “hereof” and “hereunder,” and words
of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (e) all
references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement.
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SECTION 1.04 Accounting
Terms; GAAP; Pro Forma Calculations.
(a) Except
as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with
GAAP as in effect from time to time; provided that (i) if the Borrower Representative, by notice to the Administrative Agent,
shall request an amendment to any provision hereof to eliminate the effect of any change occurring after the Signing Date in GAAP or
in the application thereof on the operation of such provision (or if the Administrative Agent or the Required Lenders, by notice to the
Borrower Representative, shall request an amendment to any provision hereof for such purpose), regardless of whether any such notice
is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of
GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn
or such provision amended in accordance herewith, (ii) notwithstanding any other provision contained herein, all terms of an accounting
or financial nature used herein (including without limitation Consolidated Secured Debt and Consolidated Total Debt) shall be construed,
and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards
Codification 825-10-25, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness
of the U.S. Borrower or any Restricted Subsidiary at “fair value,” as defined therein and (iii) whenever in this Agreement
it is necessary to determine whether a lease is a capital lease or an operating lease (including without limitation for purposes of calculating
Consolidated Secured Debt or Consolidated Total Debt), such determination shall be made on the basis of GAAP as in effect on the Signing
Date.
(b) For
purposes of determining compliance with any test or covenant contained in this Agreement with respect to any period during which any Material
Acquisition or Material Disposition occurs, Acquired EBITDA, Consolidated EBITDA, Disposed EBITDA, the Senior Secured Net Leverage Ratio,
the Total Net Leverage Ratio and the Total Leverage Ratio shall be calculated with respect to such period and with respect to such Material
Acquisition or Material Disposition and all transactions in connection therewith on a Pro Forma Basis (without duplication of any adjustments
made pursuant to the definition of the term “Consolidated EBITDA”).
(c) For
purposes of determining compliance with any test or covenant contained in this Agreement with respect to the incurrence of Indebtedness
or Liens that is based on compliance with the Financial Maintenance Covenants or a calculation of the Total Net Leverage Ratio or the
Senior Secured Net Leverage Ratio, the Cash Equivalents resulting from the incurrence of such Indebtedness shall be excluded from the
pro forma calculation of the Total Net Leverage Ratio and the Senior Secured Net Leverage Ratio and, for the avoidance of doubt, such
proceeds from the incurrence of any such Indebtedness shall not be considered “Unrestricted Cash” for purposes of the definitions
of “Consolidated Total Net Debt” and “Consolidated Secured Net Debt.”
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SECTION 1.05 Times
of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard,
as applicable).
SECTION 1.06 Timing
of Payment or Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to
be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition
of “Interest Period”) or performance shall extend to the immediately succeeding Business Day, unless the context otherwise
requires.
SECTION 1.07 Exchange
Rate Calculations and Currency Equivalents Generally.
(a) Where
the permissibility of a transaction depends upon compliance with, or is determined by reference to, amounts stated in Dollars, any amount
stated in another currency shall be translated to Dollars at the applicable exchange rate then in effect and the permissibility of actions
taken under Article VI shall not be affected by subsequent fluctuations in exchange rates. For purposes of Section 6.12, amounts
in currencies other than Dollars shall be translated to Dollars at the exchange rate used in preparing the most recently delivered financial
statements pursuant to Section 5.01.
(b) The
Administrative Agent shall determine the Dollar Equivalent of any Borrowing denominated in any Alternative Currency as of each date (with
such date to be reasonably determined by the Administrative Agent) that is on or about the date of a Borrowing Request with respect to
such Borrowing, in each case using the Exchange Rate for the applicable currency in relation to Dollars in effect on the date of determination.
(c) The
Administrative Agent shall notify the Borrowers and the applicable Lenders of each calculation of the Dollar Equivalent of each Borrowing
made in an Alternative Currency.
(d) For
purposes of determining compliance with any restriction on the incurrence of Indebtedness, the Dollar Equivalent of the principal amount
of Indebtedness denominated in a foreign currency shall be calculated based on the Exchange Rate in effect on the date such Indebtedness
was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness
is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension,
replacement, refunding, refinancing, renewal or defeasance would cause the applicable restriction to be exceeded if calculated at the
relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such
restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed
the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased.
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SECTION 1.08 Belgian
Terms.
(a) In
this Agreement, where it relates to a Belgian Loan Party, a reference to:
i. gross negligence is a reference to zware fout/faute lourde and wilful misconduct is a
reference to opzet/dol;
ii. a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrator receiver, administrator or similar
officer shall be deemed to include any gerechtsmandataris/mandataire de justice, insolventiefunctionaris/praticien de l’insolvabilité,
curator / curateur, vereffenaar / liquidateur, voorlopig bewindvoerder / administrateur provisoire, gedelegeerd rechter/juge délégué,
gerechtsmandataris/ mandataire de justice, gerechtelijk bewindvoerder/administrateur judiciaire, mandataris ad hoc / mandataire ad hoc,
ondernemingsbemiddelaar / médiateur d’entreprise, vereffeningsdeskundige/practicien de la liquidation, herstructureringsdeskundige/practicien
de la réorganisation, gerechtelijk deskundige/expert judiciaire and any sekwester/séquestre;
iii. a person being unable to pay its debts is that person being in a state of cessation of payments (staking van betaling / cessation
de paiements);
iv. an insolvency shall be deemed to include any insolventieprocedure/procedure d’insolvabilité
(including any procedure van minnelijk akkoord buiten gerechtelijke reorganisatie/procédure d’accord amiable
hors réorganisation judiciaire, procedure van openbare of besloten gerechtelijke reorganisatie/procédure de réorganisation
judiciaire publique ou privée, procedure van overdracht onder gerechtelijk gezag/procédure de transfert sous autorité
judiciaire, procedure van besloten voorbereiding van het faillissement/procédure de préparation privée d’une
faillite or a faillissementsprocedure/procédure de faillite) and any other concurrence between creditors (samenloop
van schuldeisers/concours des créanciers);
v. a moratorium of any indebtedness or suspension of payments shall be deemed to include any opschorting/sursis
and moratorium/moratoire or any of those terms in the context of any gerechtelijke reorganisatie/réorganisation judiciaire
(including openbare gerechtelijke reorganisatie door een minnelijk akkoord/réorganisation judiciaire publique par accord amiable,
openbare gerechtelijke reorganisatie door een collectief akkoord/réorganisation judiciaire publique par accord collectif, besloten
gerechtelijke reorganisatie door een minnelijk akkoord/réorganisation judiciaire privée par accord amiable, besloten gerechtelijke
reorganisatie door een collectief akkoord/réorganisation judiciaire privée par accord collectif, overdracht onder gerechtelijk
gezag/transfert sous autorité judiciaire), staking van betaling/cessation de paiements or any other legal proceeding based on Book
XX of the Belgian Code of Economic Law (Wetboek van economisch recht/Code de droit économique);
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vi. reorganisation shall be deemed to include any procedure van minnelijk akkoord buiten gerechtelijke reorganisatie/procédure
d’accord amiable hors réorganisation judiciaire; openbare gerechtelijke reorganisatie door een minnelijk akkoord/réorganisation
judiciaire publique par accord amiable, openbare gerechtelijke reorganisatie door een collectief akkoord/réorganisation judiciaire
publique par accord collectif, besloten gerechtelijke reorganisatie door een minnelijk akkoord/réorganisation judiciaire privée
par accord amiable, besloten gerechtelijke reorganisatie door een collectief akkoord/réorganisation judiciaire privée par
accord collectif, overdracht onder gerechtelijk gezag/transfert sous autorité judiciaire;
vii. winding up, administration, liquidation or dissolution includes any vereffening / liquidation, ontbinding
/ dissolution, procedure van overdracht onder gerechtelijk gezag/procédure de transfert sous autorité judiciaire,
besloten voorbereiding van het faillissement/préparation privée d’une faillite faillissement / faillite and sluiting
van een onderneming / fermeture d’enterprise;
viii. a composition shall be deemed to include settlement agreement outside judicial reorganisation (minnelijk
akkoord buiten gerechtelijke reorganisatie/accord amiable hors réorganisation judiciaire), a judicial reorganisation
(gerechtelijke reorganisatie/réorganisation judiciaire (including openbare gerechtelijke reorganisatie door een minnelijk
akkoord/réorganisation judiciaire publique par accord amiable, openbare gerechtelijke reorganisatie door een collectief
akkoord/réorganisation judiciaire publique par accord collectif, besloten gerechtelijke reorganisatie door een minnelijk akkoord/réorganisation
judiciaire privée par accord amiable, besloten gerechtelijke reorganisatie door een collectief akkoord/réorganisation judiciaire
privée par accord collectif), or a transfer under judicial authority (overdracht onder gerechtelijk gezag/transfert
sous autorité judiciaire) and procedure van besloten voorbereiding van het faillissement/procédure de préparation
privée d’une faillite as applicable;
ix. an attachment, sequestration, distress, execution or analogous events shall be deemed to include any
onteigening/expropriation, sekwester/sequester, uitvoerend beslag / saisie exécutoire and bewarend beslag / saisie
conservatoire;
x. an amalgamation, demerger, merger, consolidation or corporate reconstruction shall be deemed to include an overdracht van algemeenheid
/ transfer d’universalité, overdracht van bedrijfstak / transfert de branche d’activité, splisting
/ scission and fusie/fusion and assimilated transaction in accordance with Articles 12:7 and 12:8 of the Belgian Code of Companies
and Associations, whichever is applicable (gelijkgestelde verrichting / opération assimilée);
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xi. a security interest or security shall be deemed to include any mortgage (hypotheek / hypothèque), pledge (pand /
gage), privilege (voorrecht / privilège), retention right (eigendomsvoorbehoud / réserve de propriété),
any security in rem (zakelijke zekerheid / sûreté réelle) and any transfer by way of security (overdracht
ten titel van zekerheid / transfert à titre de garantie) and, in general, any right in rem created for the purpose of
granting security and any promise or mandate to create any of the security interest mentioned above;
xii. a company organized or incorporated under the laws of Belgium shall be deemed to include any company which has its registered office
(zetel/siège) in Belgium;
xiii. a subsidiary shall be deemed to include a dochtervennootschap / filiale as defined in Article 1:15 of the Belgian Code
of Companies and Associations, whichever is applicable;
xiv. the Belgian Civil Code means the Belgian oud Burgerlijk Wetboek/ancien Code civil of 21 March 1804, as amended or replaced
from time to time, including with effect from its applicable effective date, the new Civil Code introduced pursuant to the law of 13 April 2019
introducing a Civil Code and inserting book 8 “Evidence” in the Civil Code; and
xv. the Belgian Code of Companies and Associations means the Belgian Wetboek van vennootschappen en verenigingen / Code des sociétés
et des associations dated 23 March 2019, as amended from time to time.
(b) To
the extent Belgian law governs the Parties’ non-contractual obligations and to the fullest extent permitted by law, each Party expressly
and irrevocably waives (for itself and on behalf of any of its Affiliates) any non-contractual claim or right it may have against each
other Party pursuant to article 6.3, §1 of the Belgian Civil Code in respect of any breach by a Party of any of its obligations under
the Loan Documents.
(c) To
the fullest extent permitted by law, each Party expressly and irrevocably waives (for itself and on behalf of any of its Affiliates) any
non-contractual claim and right it may have against any auxiliaries of each other Party pursuant to article 6.3, §2 of the Belgian
Civil Code in connection with the Loan Documents.
For the purposes hereof, “Auxiliary” means any person
or entity who performs (in whole or in part) any obligation of a Party, is engaged in relation to the performance of any obligation under
the Loan Documents, or represents a Party in connection with the Loan Documents (whether in its own name and/or for its own account, or
in the name and/or for the account of a Party), including auxiliaries (hulppersonen/auxiliaires) of a Party as referred to in article
6.3, §2 of the Belgian Civil Code. This includes any affiliate, director, officer, board member, manager, employee, founder, member,
partner, shareholder, associate, volunteer, agent, attorney, advisor or contractor of a Party. For the avoidance of doubt, this definition
also includes any subsequent tiers of such auxiliaries, including any secondary, tertiary, or further removed auxiliaries, irrespective
of their level or order in the chain of appointment.
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(d) Paragraphs
(b) and (c) above shall not apply to non-contractual claims or rights in respect of any breach by a Party or by any Auxiliaries
of each other Party that constitutes either (i) a breach of its general duty of care obligation, provided that the resulting damage
is different from the damage attributable to the wrongful performance of contractual obligations, or (ii) a criminal offence.
SECTION 1.09 Divisions.
For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable
event under a different jurisdiction’s laws), if any asset, right, obligation or liability of any Person becomes the asset, right,
obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent
Person.
SECTION 1.10 Interest
Rates; Benchmark Notification. The interest rate on a Loan denominated in Dollars or an Alternative Currency may be derived from
an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence
of a Benchmark Transition Event, Section 2.14(b) provides a mechanism for determining an alternative rate of interest. The
Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration,
submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or
successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any
such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the
existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance
or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the
calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement)
and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information
sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates
referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers,
any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential
damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation
of any such rate (or component thereof) provided by any such information source or service.
SECTION 1.11 Limited
Condition Transactions.
(a) Notwithstanding
anything in this Agreement or any other Loan Document to the contrary, when calculating the availability under any basket or ratio under
this Agreement or any other Loan Document or compliance with any provision of this Agreement or any other Loan Document in connection
with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the
incurrence or issuance of Indebtedness (including Disqualified Equity Interests) or preferred stock and the use of proceeds thereof,
the incurrence of Liens, repayments, dividends or other distributions and dispositions), in each case, at the option of any Borrower
(such Borrower’s election to exercise such option, an “LCT Election”), the date of determination for availability
under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied
with or satisfied (including as to the absence of any continuing Default or Event of Default)) under this Agreement and the other Loan
Documents shall be deemed to be the date (the “LCT Test Date”) either (a) that the definitive agreements for
such Limited Condition Transaction are entered into, (b) solely in connection with an acquisition to which the United Kingdom City
Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer
is published on a regulatory information service in respect of a target of a Limited Condition Transaction is made (or that equivalent
announcement under equivalent laws, rules or regulations in such other applicable jurisdiction is made), (c) that irrevocable
notice is given with respect to any redemption, purchase, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness
(including Disqualified Equity Interests) or preferred stock or (d) that irrevocable notice is given with respect to any dividend
or other distribution or an irrevocable offer is made to purchase, redeemed or otherwise acquire or retire for value any Equity Interests
and, in each case, if, after giving effect on a Pro Forma Basis to the Limited Condition Transaction and any actions or transactions
related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness (including Disqualified Equity
Interests) or preferred stock and the use of proceeds thereof, the incurrence of Liens, repayments, dividends or other distributions
and dispositions) and any related pro forma adjustments, the Borrowers or any of their respective Restricted Subsidiaries would have
been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in compliance with such ratio, test
or basket (and any related requirements and conditions), such ratio, test or basket (and any related requirements and conditions) shall
be deemed to have been complied with (or satisfied) for all purposes (in the case of Liens, for example, whether such Liens are to secure
Indebtedness that is committed, issued or incurred at the LCT Test Date or at any time thereafter); provided that (a) if
financial statements for one or more subsequent fiscal quarters shall have become available following an LCT Election, such Borrower
may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which
case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, tests or
baskets and (b) except as contemplated in the foregoing clause (a), compliance with such ratios, tests or baskets (and any
related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited
Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance
of Indebtedness (including Disqualified Equity Interests) or preferred stock and the use of proceeds thereof, the incurrence of Liens,
repayments, dividends or distributions and dispositions).
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(b) For
the avoidance of doubt, if any Borrower has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance
was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to
have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated
EBITDA or Consolidated Total Assets of the U.S. Borrower or the Person subject to such Limited Condition Transaction, such baskets, tests
or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations; (2) if
any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance
or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with
or satisfied (including due to the occurrence or continuation of a Default or Event of Default), such requirements and conditions will
not be deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have
occurred or be continuing); and (3) in calculating the availability under any ratio, test or basket in connection with any action
or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date
on which such Limited Condition Transaction is consummated or the date that the definitive agreement/announcement or date for redemption,
purchase or repayment specified in an irrevocable notice or offer for such Limited Condition Transaction is terminated, expires or passes,
as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested
giving effect on a Pro Forma Basis to such Limited Condition Transaction.
SECTION 1.12 Ratio
Calculations; Negative Covenant Reclassification.
(a) Notwithstanding
anything in this Agreement or any other Loan Document to the contrary, with respect to any amounts incurred or transactions entered into
(or consummated) in reliance on a provision or covenant that does not require compliance with a financial ratio or test (including the
Senior Secured Net Leverage Ratio, Total Net Leverage Ratio or the Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”)
substantially concurrently or in a series of related transactions with any amounts incurred or transactions entered into (or consummated)
in reliance on a provision or covenant that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence-Based
Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) in such covenant shall be disregarded
in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts in such covenant in connection with such
incurrence, but full effect on a Pro Forma Basis shall be given to all applicable and related transactions (including the use of proceeds
of all Indebtedness to be incurred and any repayments, repurchases and redemptions of Indebtedness) and all other permitted pro forma
adjustments. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, if at any time any applicable ratio
or financial test for any category based on an Incurrence-Based Amount permits Indebtedness, Liens, Restricted Payments, Dispositions,
Sale/Leaseback Transaction and Investments, as applicable, previously incurred under a category based on a Fixed Amount, such Indebtedness,
Liens, Restricted Payments, Dispositions, Sale/Leaseback Transaction and Investments, as applicable, shall be deemed to have been automatically
reclassified as incurred under such category based on an Incurrence-Based Amount.
(b) Notwithstanding
anything in this Agreement or any other Loan Document to the contrary, (i) unless specifically stated otherwise herein, any carve-out,
basket, exclusion or exception to any affirmative, negative or other covenant in this Agreement or the other Loan Documents may be used
together by the U.S. Borrower and its subsidiaries without limitation for any purpose not prohibited hereby, and (ii) any action
or event permitted by this Agreement or the other Loan Documents need not be permitted solely by reference to one provision permitting
such action or event but may be permitted in part by one such provision and in part by one or more other provisions of this Agreement
and the other Loan Documents. For purposes of determining compliance with Article VI, in the event that any Lien, Investment, Indebtedness
(whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), disposition (including Dispositions),
fundamental change, Restricted Payment, Affiliate transaction, contractual requirement, payment or prepayment of Indebtedness or other
action meets the criteria of one, or more than one, of the “baskets” or categories of transactions then permitted pursuant
to any clause or subsection of Article VI (or any definition related thereto), such transaction (or any portion thereof) at any time
shall be permitted under one or more of such “baskets” or categories at the time of such transaction or any later time from
time to time, in each case, as determined by the U.S. Borrower in its sole discretion at such time and thereafter may be reclassified
or divided (as if incurred at such later time) by the U.S. Borrower in any manner not expressly prohibited by this Agreement, and such
Lien, Investment, Indebtedness, disposition (including Dispositions), fundamental change, Restricted Payment, Affiliate transaction,
contractual requirement, payment or prepayment of Indebtedness (or any portion thereof) or other action shall be treated as having been
incurred or existing pursuant to only such “basket” or category of transactions or “baskets” or categories of
transactions (or any portion thereof) without giving pro forma effect to such item (or portion thereof) when calculating the amount of
Liens, Investments, Indebtedness, disposition (including Dispositions), fundamental changes, Restricted Payments, Affiliate
transactions, contractual requirements, payments or prepayments of Indebtedness or other action, as applicable, that may be incurred pursuant
to any other “basket” or category of transactions.
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ARTICLE II
The Credits
SECTION 2.01 Commitments.
Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the U.S. Borrower, the Belgian Borrower
and the U.K. Borrower from time to time during the Revolving Availability Period, in Dollars or an Alternative Currency, in each case,
in an aggregate principal amount that, in each case after giving effect to any simultaneous reduction of Revolving Exposure due to any
application of proceeds from such Revolving Loans, will not result in (x) such Lender’s Revolving Exposure exceeding such
Lender’s Revolving Commitment or (y) the Aggregate Revolving Exposure exceeding the Aggregate Revolving Commitment. Within
the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving
Loans.
SECTION 2.02 Loans
and Borrowings.
(a) Each
Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the
Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required
to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders
are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.
(b) Subject
to Section 2.14, each Revolving Borrowing and Term Borrowing shall be comprised (A) in the case of Borrowings in Dollars, entirely
of ABR Loans or Term Benchmark Loans and (B) in the case of Borrowings in any other Agreed Currency, entirely of Term Benchmark Loans
or RFR Loans, as applicable, in each case of the same Agreed Currency, as the Borrower Representative may request in accordance herewith;
provided that all Revolving Borrowings (other than a Borrowing comprised of Swingline Loans) in Euros shall be comprised of Term
Benchmark Loans. Each Swingline Loan denominated in Dollars shall be an ABR Loan. Each Swingline Loan denominated in any Alternative Currency
shall be an RFR Loan. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender
to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan
in accordance with the terms of this Agreement or the obligation of any Lender to make or cause any Loan to be made in accordance with
this Agreement. Notwithstanding anything to the contrary herein, Borrowings of ABR Loans shall only be made by the U.S. Borrower.
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(c) At
the commencement of each Interest Period for any Term Benchmark Borrowing, such Borrowing shall be in an aggregate principal amount that
is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided that a Term Benchmark Revolving
Borrowing may be in an aggregate principal amount that is equal to the entire unused balance of the Aggregate Revolving Commitment; provided,
further, that a Term Benchmark Borrowing that results from a continuation of an outstanding Term Benchmark Borrowing may be in
an aggregate principal amount that is equal to such outstanding Borrowing. At the time that each ABR Borrowing or RFR Borrowing is made,
such Borrowing shall be in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the
Borrowing Minimum; provided that an ABR Revolving Borrowing may be in an aggregate principal amount that is equal to the entire
unused balance of the Aggregate Revolving Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated
by Section 2.05(f). Each Swingline Loan shall be in an amount that is an integral multiple of the Dollar Equivalents of $100,000
and not less than $500,000; provided that a Swingline Loan may be in an aggregate principal amount that is required to finance
the reimbursement of an LC Disbursement as contemplated by Section 2.05(f). Borrowings of more than one Type and Class may be
outstanding at the same time; provided that there shall not at any time be more than a total of ten (or such greater number as
may be agreed to by the Administrative Agent) Term Benchmark Borrowings or RFR Borrowings outstanding.
(d) Notwithstanding
any other provision of this Agreement, the Borrower Representative shall not be entitled to request, or to elect to convert to or continue,
any Term Benchmark Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date applicable thereto.
SECTION 2.03 Requests
for Borrowings. To request a Revolving Borrowing or Term Borrowing, the Borrower Representative shall notify the Administrative Agent
of such request by written notice or electronic means (a) in the case of a Term Benchmark Borrowing denominated in Dollars, not
later than 11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing,
(b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the day of the proposed Borrowing, (c) in
the case of a Term Benchmark Borrowing denominated in an Alternative Currency, not later than 11:00 a.m., Local Time, four U.S. Government
Securities Business Days before the date of the proposed Borrowing or (d) in the case of an RFR Borrowing denominated in Sterling,
not later than 11:00 a.m., New York City time, five RFR Business Days before the date of the proposed Borrowing. Each such Borrowing
Request shall be, in the case of Revolving Borrowings only, irrevocable (but may be conditioned on the occurrence of any event if the
Borrowing Request includes a description of such event) and shall be confirmed promptly by hand delivery, facsimile or other electronic
delivery to the Administrative Agent of an executed written Borrowing Request; provided that, if such Borrowing Request is submitted
through an Approved Borrower Portal, the foregoing execution requirement may be waived at the sole discretion of the Administrative Agent.
Each such Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) the
Borrower of such Borrowing;
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(ii) whether
the requested Borrowing is to be comprised of Term Loans of any Class and/or Series or Revolving Loans;
(iii) the
aggregate amount of such Borrowing;
(iv) the
date of such Borrowing, which shall be a Business Day;
(v) whether
such Borrowing is to be an ABR Borrowing, a Term Benchmark Borrowing or an RFR Borrowing;
(vi) in
the case of a Term Benchmark Borrowing, (x) the initial Interest Period to be applicable thereto, which shall be a period contemplated
by the definition of the term “Interest Period” and (y) the currency of such Borrowing; and
(vii) the
location and number of the account to which funds are to be disbursed or, in the case of any Borrowing requested to finance the reimbursement
of an LC Disbursement as provided in Section 2.05(f) (other than a deemed ABR Revolving Borrowing pursuant to Section 2.05(f)),
the identity of the Issuing Bank that made such LC Disbursement.
If no election as to the Type of Borrowing is specified, then the
requested Borrowing shall be an ABR Borrowing denominated in Dollars. If no election as to the currency of a Borrowing is specified,
then the requested Borrowing shall be denominated in Dollars. If no Interest Period is specified with respect to any requested Term Benchmark
Borrowing, then the Borrower Representative shall be deemed to have selected an Interest Period of one month’s duration. Promptly
following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the applicable
Class of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
SECTION 2.04 Swingline
Loans.
(a) Subject
to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans, in Dollars or any Alternative Currency,
to the Borrowers from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding
that will not result in (i) the aggregate principal amount of the outstanding Swingline Loans exceeding the Dollar Equivalent of
$40,000,000 or (ii) the Aggregate Revolving Exposure exceeding the Aggregate Revolving Commitment; provided that the Swingline
Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject
to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans.
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(b) To
request a Swingline Loan, the Borrower Representative shall notify the Administrative Agent of such request by written notice or electronic
(including an Approved Borrower Portal, if arrangements for such transmission have been approved by the Administrative Agent) means not
later than (i) in the case of a Swingline Loan denominated in Euros, 1:00 p.m., London time, (ii) in the case of a Swingline
Loan denominated in Sterling, 11:00 a.m., London time, and (iii) in the case of any other Swingline Loan, 12:00 noon, New York City
time, in each case, on the day of the proposed Swingline Loan. Each such Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery, facsimile or other electronic delivery to the Administrative Agent of an executed written Borrowing Request.
Each such Borrowing Request shall specify the requested date (which shall be a Business Day) and the amount and currency of the requested
Swingline Loan, the Borrower and the location and number of the account to which funds are to be disbursed or, in the case of any Swingline
Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank
that has made such LC Disbursement. Promptly following the receipt of a Borrowing Request in accordance with this Section, the Administrative
Agent shall advise the Swingline Lender of the details thereof. The Swingline Lender shall make each Swingline Loan available to the U.S.
Borrower, the Belgian Borrower or the U.K. Borrower, as applicable, by means of a wire transfer to the account specified in such Borrowing
Request or to the applicable Issuing Bank, as the case may be, by 2:00 p.m., New York City time, on the requested date of such Swingline
Loan (or 2:00 p.m., London time, in the case of a Swingline Loan denominated in any Alternative Currency).
(c) The
Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m. (with respect to a Swingline Loan
denominated in Dollars, New York City time, and with respect to a Swingline Loan denominated in any Alternative Currency, London time),
on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline
Loans outstanding. Such notice shall specify the aggregate amount and currency of the Swingline Loans in which Revolving Lenders will
be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving
Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving
Lender hereby absolutely and unconditionally agrees to pay, upon receipt of notice (or with respect to Swingline Loans denominated in
an Alternative Currency, to the extent notice is provided after 11:00 a.m., Local Time, within one Business Day) as provided above, to
the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or
Swingline Loans in the currency of such Swingline Loan. Each Revolving Lender acknowledges and agrees that, in making any Swingline Loan,
the Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of
the Borrowers deemed made pursuant to Section 4.03. Each Revolving Lender further acknowledges and agrees that its obligation to
acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that
each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply
with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06
with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the
Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the Swingline Lender the amounts so
received by it from the Revolving Lenders. The Administrative Agent shall notify the U.S. Borrower of any participations in any Swingline
Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative
Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the U.S. Borrower, the Belgian Borrower or the
U.K. Borrower (or other Person on behalf of such Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the
proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments
pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted
shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to
be refunded to the U.S. Borrower, the Belgian Borrower or the U.K. Borrower for any reason. The purchase of participations in a Swingline
Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to repay such
Swingline Loan.
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(d) Any
Swingline Lender may be replaced at any time by written agreement among the Borrowers, the Administrative Agent, the replaced Swingline
Lender and the successor Swingline Lender. The Administrative Agent shall notify the Lenders of any such replacement of a Swingline Lender.
At the time any such replacement shall become effective, the Borrowers shall pay all unpaid interest accrued for the account of the replaced
Swingline Lender pursuant to Section 2.13. From and after the effective date of any such replacement, (x) the successor Swingline
Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans
made thereafter and (y) references herein to the term “Swingline Lender” shall be deemed to refer to such successor
or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require. After the
replacement of a Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to have all
the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its replacement,
but shall not be required to make additional Swingline Loans.
(e) Subject
to the appointment and acceptance of a successor Swingline Lender, any Swingline Lender may resign as a Swingline Lender at any time
upon thirty days’ prior written notice to the Administrative Agent, the Borrowers and the Lenders, in which case, such Swingline
Lender shall be replaced in accordance with Section 2.04(d) above.
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SECTION 2.05 Letters
of Credit.
(a) General.
Subject to the terms and conditions set forth herein, and any other terms and conditions which the applicable Issuing Bank may reasonably
require, the Borrower Representative may request the issuance of Letters of Credit for its own account or, so long as the U.S. Borrower
is a joint and several co-applicant with respect thereto, the account of any Restricted Subsidiary, denominated in Dollars and in a form
reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the Revolving
Availability Period. The U.S. Borrower, the Belgian Borrower and the U.K. Borrower, jointly and severally, unconditionally and irrevocably
agree that, in connection with any Letter of Credit issued for the account of any Restricted Subsidiary that is, (x) in the case
of the Belgian Borrower, a Subsidiary of the Belgian Borrower, as provided in the first sentence of this paragraph, it will be fully
responsible for the reimbursement of LC Disbursements, the payment of interest thereon and the payment of fees due under Section 2.12(b) to
the same extent as if it were the sole account party in respect of such Letter of Credit and (y) in the case of the U.K. Borrower,
a Subsidiary of the U.K. Borrower, as provided in the first sentence of this paragraph, it will be fully responsible for the reimbursement
of LC Disbursements, the payment of interest thereon and the payment of fees due under Section 2.12(b) to the same extent as
if it were the sole account party in respect of such Letter of Credit. Notwithstanding anything contained in any letter of credit application
furnished to any Issuing Bank in connection with the issuance of any Letter of Credit, (i) all provisions of such letter of credit
application purporting to grant liens in favor of the Issuing Bank to secure obligations in respect of such Letter of Credit shall be
disregarded, it being agreed that such obligations shall be secured to the extent provided in this Agreement and in the Security Documents,
and (ii) in the event of any inconsistency between the terms and conditions of such letter of credit application and the terms and
conditions of this Agreement, the terms and conditions of this Agreement shall control. Subject to the terms and conditions hereof, each
Existing Letter of Credit that is outstanding on the Second Amendment and Restatement Effective Date shall, effective as of the Second
Amendment and Restatement Effective Date and without any further action by the U.S. Borrower, be deemed a Letter of Credit for all purposes
hereof and be subject to and governed by the terms and conditions hereof.
(b) Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit or the amendment, renewal
or extension of an outstanding Letter of Credit, the Borrower Representative shall hand deliver or fax (or transmit by electronic communication,
including an Approved Borrower Portal, if arrangements for doing so have been approved by the recipient) to the applicable Issuing Bank
and the Administrative Agent, reasonably in advance of the requested date of issuance, amendment, renewal or extension, a Letter of Credit
Request requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying
the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit
is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of
the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare,
amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower Representative also shall submit
a letter of credit application on such Issuing Bank’s standard form in connection with any such request. A Letter of Credit shall
be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any Letter of Credit the applicable
Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the
LC Exposure will not exceed the Letter of Credit Sublimit, (ii) the LC Exposure of any Issuing Bank will not exceed the applicable
Specified L/C Sublimit of such Issuing Bank, and (iii) the Aggregate Revolving Exposure will not exceed the Aggregate Revolving Commitment.
Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless
it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section.
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(c) Expiration
Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless
otherwise mutually agreed upon by the applicable Borrower and the applicable Issuing Bank) after the date of the issuance of such Letter
of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise mutually agreed upon by the applicable Borrower
and the applicable Issuing Bank) after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving
Maturity Date; provided any Letter of Credit may expire after such date with the consent of the applicable Issuing Bank and if
such Letter of Credit is cash collateralized or backstopped from and after such date in a manner reasonably agreed to by the applicable
Issuing Bank and the Administrative Agent (it being understood that each Lender’s participation obligations with respect to any
Letter of Credit shall terminate upon the latest Revolving Maturity Date applicable to such Lender unless otherwise consented to by such
Lender); provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the applicable Borrower
and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit shall automatically be extended for a period
of up to 12 months (but not to a date later than the date set forth in clause (ii) above), subject to a right on the part of such
Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary in advance of any such renewal; and provided
further that if there exist any Extended Revolving Commitments having a maturity date later than the Revolving Maturity Date (the
“Subsequent Maturity Date”), then, so long as the aggregate LC Exposure in respect of Letters of Credit expiring after
the Revolving Maturity Date will not exceed the lesser of the Letter of Credit Sublimit and the aggregate amount of such Extended Revolving
Commitments, the Borrower Representative may request the issuance of a Letter of Credit that shall expire at or prior to the close of
business on the earlier of (A) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any
renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the
Subsequent Maturity Date.
(d) Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action
on the part of the applicable Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof hereby grants to each
Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to
such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration
and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent,
for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing
Bank under such Letter of Credit and not reimbursed by the applicable Borrower on the date due as provided in paragraph (f) of this
Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each Revolving Lender acknowledges
and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the
occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that,
in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not
incur any liability for relying, upon the representation and warranty of the Borrowers deemed made pursuant to Section 4.03.
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(e) Disbursements.
Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under
a Letter of Credit and shall promptly notify the Administrative Agent and the Borrower Representative by written notice or electronic
means of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that
such notice need not be given prior to payment by the Issuing Bank and any failure to give or delay in giving such notice shall not relieve
the applicable Borrower of its obligation to reimburse such LC Disbursement.
(f) Reimbursements.
If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, such Issuing Bank shall notify the applicable Borrower
and the Administrative Agent of such LC Disbursement and of the date and amount thereof and the applicable Borrower shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 2:00 p.m. New York
City time on the day that is one Business Day after the day of such LC Disbursement (in each case, the “Required Reimbursement
Date”); provided that the Borrower Representative may, subject to the conditions to borrowing set forth herein, request
in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing or a Swingline Loan and, to
the extent so financed, the applicable Borrower’s obligation to make such payment shall be discharged and replaced by the resulting
ABR Revolving Borrowing or Swingline Loan and unless the applicable Borrower shall have, by 1:00 p.m., New York City time, on the Required
Reimbursement Date, given a notice to the Administrative Agent and the applicable Issuing Bank that the applicable Borrower intends to
reimburse the applicable Issuing Bank for the LC Disbursement with funds other than from the proceeds of an ABR Revolving Borrowing or
a Swingline Loan, the applicable Borrower shall be deemed to have requested an ABR Borrowing in the amount of such LC Disbursement, plus
interest payable thereon pursuant to Section 2.05(h). If the applicable Borrower subsequently fails to reimburse any LC Disbursement
by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the payment then due from the
applicable Borrower in respect of the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly
following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the amount
then due from the applicable Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and
Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph),
and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders.
Promptly following receipt by the Administrative Agent of any payment from the applicable Borrower pursuant to this paragraph, the Administrative
Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant
to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear.
Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the
funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the
applicable Borrower of its obligation to reimburse such LC Disbursement.
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(g) Obligations
Absolute. Each Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (f) of this Section is
absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement,
or any term or provision thereof or hereof, (ii) any draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing
Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of
Credit or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the
provisions of this paragraph, constitute a legal or equitable discharge of, or provide a right of setoff against, the applicable Borrower’s
obligations hereunder. None of the Administrative Agent, the Lenders, the Issuing Banks or any of their Related Parties shall have any
liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit, any payment or failure
to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of
Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any other act,
failure to act or other event or circumstance; provided that the foregoing shall not be construed to excuse any Issuing Bank from
liability to the applicable Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which
are hereby waived by each Borrower to the extent permitted by applicable law) suffered by such Borrower that are caused by such Issuing
Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with
the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the
part of an Issuing Bank (as determined by a court of competent jurisdiction in a final and nonappealable judgment), such Issuing Bank
shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality
thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the
terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility
for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents
if such documents are not in strict compliance with the terms of such Letter of Credit.
(h) Interim
Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the applicable Borrower shall reimburse such LC Disbursement
in full on the Required Reimbursement Date, the unpaid amount thereof shall bear interest, for each day from and including the Required
Reimbursement Date to but excluding the date that such Borrower reimburses such LC Disbursement in full, whether with its own funds or
with proceeds from a Revolving Borrowing (including any ABR Revolving Borrowing deemed requested pursuant to Section 2.05(e)) or
a Swingline Loan, at the rate per annum then applicable to ABR Revolving Loans; provided that, if the Borrowers fail to reimburse
such LC Disbursement when due pursuant to Section 2.05(f), then Section 2.13(d) shall apply. Interest accrued pursuant
to this paragraph shall be paid to the Administrative Agent, for the account of the applicable Issuing Bank, except that interest accrued
on and after the date of payment by any Revolving Lender pursuant to paragraph (f) of this Section to reimburse such Issuing
Bank shall be for the account of such Lender to the extent of such payment, and shall be payable on demand or, if no demand has been made,
on the date on which the applicable Borrower reimburses the applicable LC Disbursement in full.
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(i) Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower Representative receives
notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, a Majority in Interest
of the Revolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, the applicable Borrower shall deposit in
an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash
equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit
such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default with respect to a Borrower described in clause (h) or (i) of
Section 7.01. The applicable Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required
by Section 2.11(b) or 2.20. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance
of the obligations of such Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including
the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments
shall be made at the option and sole discretion of the Administrative Agent and at the applicable Borrower’s risk and expense, such
deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account
shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed
and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for
the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of a Majority in Interest
of the Revolving Lenders), be applied to satisfy other obligations of such Borrower under this Agreement. If the applicable Borrower is
required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent
not applied as aforesaid) shall be returned to such Borrower within three Business Days after the date on which all Events of Default
have been cured or waived. If the applicable Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b),
such amount (to the extent not applied as aforesaid) shall be returned to such Borrower as and to the extent that, after giving effect
to such return, the Aggregate Revolving Exposure would not exceed the Aggregate Revolving Commitment and no Default shall have occurred
and be continuing.
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(j) Designation
of Additional Issuing Banks. The Borrower Representative may, at any time and from time to time, with the consent of the Administrative
Agent (which consent shall not be unreasonably withheld), designate as additional Issuing Banks one or more Revolving Lenders that agree
to serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as an Issuing Bank hereunder shall
be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent, executed by the
Borrower Representative, the Administrative Agent and such designated Revolving Lender and, from and after the effective date of such
agreement, (i) such Revolving Lender shall have all the rights and obligations of an Issuing Bank under this Agreement and (ii) references
herein to the term “Issuing Bank” shall be deemed to include such Revolving Lender in its capacity as an issuer of Letters
of Credit hereunder.
(k) Termination
of an Issuing Bank. The Borrower Representative may terminate the appointment of any Issuing Bank as an “Issuing Bank”
hereunder by providing a written notice thereof to such Issuing Bank, with a copy to the Administrative Agent. Any such termination shall
become effective upon the earlier of (i) such Issuing Bank acknowledging receipt of such notice and (ii) the 10th Business Day
following the date of the delivery thereof; provided that no such termination shall become effective until and unless the LC Exposure
attributable to Letters of Credit issued by such Issuing Bank (or its Affiliates) shall have been reduced to zero or such Letters of Credit
have been backstopped, novated or cash collateralized in a manner that is in form and substance satisfactory to such Issuing Bank. At
the time any such termination shall become effective, the U.S. Borrower shall pay all unpaid fees accrued for the account of the terminated
Issuing Bank pursuant to Section 2.12(b). Notwithstanding the effectiveness of any such termination, the terminated Issuing Bank
shall remain a party hereto and shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters
of Credit issued by it prior to such termination, but shall not issue any additional Letters of Credit.
(l) Issuing
Bank Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each Issuing Bank shall, in addition
to its notification obligations set forth elsewhere in this Section, report in writing to the Administrative Agent and the Borrower Representative
(i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in respect of Letters
of Credit issued by such Issuing Bank, including all issuances, extensions, amendments and renewals, all expirations and cancelations
and all disbursements and reimbursements, (ii) reasonably prior to the time that such Issuing Bank issues, amends, renews or extends
any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the stated amount of the Letters of Credit issued,
amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and whether
the amounts thereof shall have changed), (iii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date
and amount of such LC Disbursement, (iv) on any Business Day on which the applicable Borrower fails to reimburse an LC Disbursement
required to be reimbursed to such Issuing Bank when due pursuant to paragraph (f) of this Section 2.05, the date of such failure
and the amount of such LC Disbursement and (v) on any other Business Day, such other information as the Administrative Agent or the
Borrower Representative shall reasonably request as to the Letters of Credit issued by such Issuing Bank.
(m) LC
Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms of any
document related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to be the maximum
stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect
at the time of determination.
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(n) Resignation
as Issuing Bank After Assignment. Notwithstanding anything to the contrary contained herein, if at any time an Issuing Bank assigns
all of its Revolving Commitments and Revolving Loans pursuant to Section 9.04, such Issuing Bank may, upon 30 days’ notice
to the U.S. Borrower, the Administrative Agent and the Lenders, resign as Issuing Bank; provided that a successor Issuing Bank shall
have agreed to assume the resigning Issuing Bank’s Specified L/C Sublimit. If an Issuing Bank resigns as Issuing Bank, it shall
retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit issued by such
Issuing Bank and outstanding as of the effective date of its resignation as Issuing Bank and all Obligations with respect to Letters
of Credit issued by such Issuing Bank. Upon the appointment of a successor Issuing Bank, (a) such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, and (b) the successor Issuing
Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make
other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with
respect to such Letters of Credit.
SECTION 2.06 Funding
of Borrowings.
(a) Each
Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by
2:00 p.m., Local Time (and, on the Initial Funding Date, by as soon as possible after 10:00 a.m. (and by no later than 12 noon,
provided that all of the conditions set forth in Section 4.02 have been satisfied by such time), Local Time), to the account
of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline
Loans shall be made as provided in Section 2.04. The Administrative Agent will make the proceeds of all other Loans hereunder available
to the U.S. Borrower, the Belgian Borrower or the U.K. Borrower, as applicable, by promptly remitting the amounts so received, in like
funds, to an account specified by the Borrower Representative in the applicable Borrowing Request or, in the case of Revolving Loans
or Swingline Loans (including any deemed ABR Revolving Loans pursuant to Section 2.05(f)) made to finance the reimbursement of an
LC Disbursement as provided in Section 2.05(f), to the Issuing Bank that has made such LC Disbursement.
(b) Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such
Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance on such
assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree
to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including
the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of a payment to be made by such Lender, the greater of the applicable Overnight Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of a payment to
be made by the Borrowers, the interest rate applicable to ABR Revolving Loans, or in the case of Alternative Currencies, in accordance
with such market practice, in each case, as applicable. If such Lender pays such amount to the Administrative Agent, then such amount
shall constitute such Lender’s Loan included in such Borrowing.
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SECTION 2.07 Interest
Elections.
(a) Each
Revolving Borrowing initially shall be of the Type and Agreed Currency and, in the case of a Term Benchmark Borrowing, shall have an
initial Interest Period as specified in the applicable Borrowing Request or as otherwise provided in Section 2.03 or Section 2.05(f).
Thereafter, the Borrower Representative may elect to convert such Borrowing to a Borrowing of a different Type (in the case of Dollar-denominated
Borrowings) or to continue such Borrowing and, in the case of a Term Benchmark Borrowing, may elect Interest Periods therefor, all as
provided in this Section 2.07. The Borrower Representative may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings,
which may not be converted or continued.
(b) To
make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election by written
notice or electronic means by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative
were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each
such Interest Election Request shall be confirmed promptly by hand delivery, facsimile or other electronic delivery to the Administrative
Agent of an executed written Interest Election Request; provided that, if such Interest Election Request is submitted through an
Approved Borrower Portal, the foregoing execution requirement may be waived at the sole discretion of the Administrative Agent. Each Interest
Election Request shall specify the following information in compliance with Section 2.02:
(i) the
Agreed Currency and principal amount of Borrowing to which such Interest Election Request applies and, if different options are being
elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether
the resulting Borrowing is to be an ABR Borrowing (in the case of Borrowings denominated in Dollars), a Term Benchmark Borrowing or an
RFR Borrowing; and
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(iv) if
the resulting Borrowing is to be a Term Benchmark Borrowing, the Interest Period to be applicable thereto after giving effect to such
election, which shall be a period contemplated by the definition of the term “Interest Period.”
If any such Interest Election Request requests a Term Benchmark Borrowing
but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s
duration.
(c) Promptly
following receipt of an Interest Election Request in accordance with this Section, the Administrative Agent shall advise each Lender of
the applicable Class of the details thereof and of such Lender’s portion of each resulting Borrowing.
(d) If
the Borrower Representative fails to deliver a timely Interest Election Request with respect to a Term Benchmark Borrowing prior to the
end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period
such Borrowing shall (i) in the case of a Term Borrowing or a Revolving Borrowing denominated in an Alternative Currency, be continued
as a Term Benchmark Borrowing for an additional Interest Period of one month or (ii) in the case of a Revolving Borrowing denominated
in Dollars, be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default under clause (h) or
(i) of Section 7.01 has occurred and is continuing with respect to a Borrower, or if any other Event of Default has occurred
and is continuing and the Administrative Agent, at the request of a Majority in Interest of Lenders of any Class, has notified the Borrowers
of the election to give effect to this sentence on account of such other Event of Default, then, in each such case, so long as such Event
of Default is continuing, (i) no outstanding Borrowing of such Class denominated in Dollars may be converted to or continued
as a Term Benchmark Borrowing, (ii) no outstanding Loans denominated in any currency other than Dollars may be continued for an Interest
Period of more than one month’s duration and (iii) unless repaid, (x) each Term Benchmark Borrowing of such Class denominated
in Dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto and (y) each Term Benchmark
Borrowing and each RFR Borrowing, in each case denominated in an Alternative Currency shall bear interest at the Central Bank Rate for
the applicable Agreed Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be
conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Currency cannot be determined, any
outstanding affected Term Benchmark Loans denominated in any Agreed Currency other than Dollars shall either be converted to an ABR Borrowing
denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the Interest Period, as
applicable, therefor or prepaid at the end of the applicable Interest Period, as applicable, in full; provided that if no election is
made by the Borrower Representative by the earlier of (x) the date that is three Business Days after receipt by the Borrower Representative
of such notice and (y) the last day of the current Interest Period for the applicable Term Benchmark Loan, the Borrower Representative
shall be deemed to have elected clause (A) above.
SECTION 2.08 Termination
and Reduction of Commitments.
(a) Unless
previously terminated, (i) any Incremental Term Commitment shall terminate on the date set forth in the Incremental Facility Agreement
relating thereto, (ii) except with respect to Extended Revolving Commitments, the Revolving Commitments shall automatically terminate
at the Revolving Maturity Date and (iii) any Extended Revolving Commitments shall automatically terminate on the relevant Maturity
Date for the Extension Series of such Extended Revolving Commitments.
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(b) Subject
to Section 2.22 in the case of any reduction or termination of Revolving Commitments, the Borrower Representative may at any time
terminate, or from time to time permanently reduce, the Commitments of any Class, as determined by the Borrower Representative, in whole
or in part either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Revolving
Commitments, first to the Commitments with respect to any Existing Revolving Commitments and second to such Extended Revolving Commitments;
provided that (i) with respect to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably
to reduce the Revolving Commitment of each of the Revolving Lenders of such Class, (ii) each reduction of the Commitments of any
Class shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum and (iii) the
Borrower Representative shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent
prepayment of the Revolving Loans or Swingline Loans of such Class in accordance with Section 2.11, the Revolving Exposure of
any Lender of such Class would exceed its Revolving Commitment of such Class.
(c) The
Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of
this Section 2.08 at least three Business Days prior to the effective date of such termination or reduction, specifying the effective
date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of
the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section 2.08 shall be irrevocable; provided
that a notice of termination or reduction of the Revolving Commitments under paragraph (b) of this Section 2.08 may state that
such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the
Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Any termination or reduction of the Commitments of any Class shall be permanent.
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SECTION 2.09 Repayment
of Loans; Evidence of Debt.
(a) The
U.S. Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid
principal amount of each Revolving Loan made to the U.S. Borrower (other than an Extended Revolving Loan) of such Lender on the Revolving
Maturity Date, (ii) with respect to any tranche of Incremental Term Loans, to the Administrative Agent for the account of each applicable
Incremental Term Lender the then unpaid principal amount of each Incremental Term Loan of such tranche of such Incremental Term Lender
on the relevant Maturity Date for such tranche of Incremental Term Loans, (iii) with respect to any Extension Series of Extended
Term Loans, to the Administrative Agent for the account of each applicable Extending Lender the then unpaid principal amount of each
Extended Term Loan of such Extension Series on the relevant Maturity Date for such Extension Series of Extended Term Loans,
(iv) with respect to any Extension Series of Extended Revolving Commitments, of each Extended Revolving Loan made to the U.S.
Borrower of such Extension Series on the relevant Maturity Date for such Extension Series of Extended Revolving Commitments,
(v) [reserved] and (vi) to the Swingline Lender the then unpaid principal amount of each Swingline Loan made to the U.S. Borrower
on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a
calendar month and is at least five Business Days after such Swingline Loan is made; provided that on each date that a Revolving
Borrowing is made to the U.S. Borrower, the U.S. Borrower shall repay all Swingline Loans made to the U.S. Borrower that were outstanding
on the date such Borrowing was requested. The U.S. Borrower and the Belgian Borrower, jointly and severally, hereby unconditionally promise
to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan made
to the Belgian Borrower (other than an Extended Revolving Loan) of such Lender on the Revolving Maturity Date, (ii) with respect
to any Extension Series of Extended Revolving Commitments, of each Extended Revolving Loan made to the Belgian Borrower of such
Extension Series on the relevant Maturity Date for such Extension Series of Extended Revolving Commitments and (iii) to
the Swingline Lender the then unpaid principal amount of each Swingline Loan made to the Belgian Borrower on the earlier of the Revolving
Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five
Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made to the Belgian
Borrower, the U.S. Borrower and the Belgian Borrower, jointly and severally, shall repay all Swingline Loans made to the Belgian Borrower
that were outstanding on the date such Borrowing was requested. The U.S. Borrower and the U.K. Borrower, jointly and severally, hereby
unconditionally promise to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of
each Revolving Loan made to the U.K. Borrower (other than an Extended Revolving Loan) of such Lender on the Revolving Maturity Date,
(ii) with respect to any Extension Series of Extended Revolving Commitments, of each Extended Revolving Loan made to the U.K.
Borrower of such Extension Series on the relevant Maturity Date for such Extension Series of Extended Revolving Commitments
and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan made to the U.K. Borrower on the earlier
of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month
and is at least five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is
made to the U.K. Borrower, the U.S. Borrower and the U.K. Borrower, jointly and severally, shall repay all Swingline Loans made to the
U.K. Borrower that were outstanding on the date such Borrowing was requested.
(b) The
records maintained by the Administrative Agent and the Lenders shall be prima facie evidence of the existence and amounts of the
obligations of the Borrowers in respect of the Loans, LC Disbursements, interest and fees due or accrued hereunder; provided that
the failure of the Administrative Agent or any Lender to maintain such records or any error therein shall not in any manner affect the
obligation of the Borrowers to pay any amounts due hereunder in accordance with the terms of this Agreement.
(c) Any
Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, the applicable Borrower shall
prepare, execute and deliver to such Lender a promissory note payable to such Lender or its registered assigns and in a form approved
by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including
after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named
therein or its registered assigns.
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SECTION 2.10 Amortization
of Term Loans.
(a) [Reserved].
(b) In
the event that any Incremental Term Loans are made, such Incremental Term Loans shall mature and be repaid in amounts and on dates as
agreed between the U.S. Borrower and the relevant Incremental Term Lenders in the applicable Incremental Facility Agreement, subject
to the requirements set forth in Section 2.21. In the event that any Extended Term Loans are established, such Extended Term Loans
shall mature and be repaid in the amounts and on the dates set forth in the applicable Extension Amendment, subject to the requirements
set forth in Section 2.22.
(c) Any
voluntary prepayment of a Term Borrowing of any Class made pursuant to Section 2.11(a) shall be applied to reduce the subsequent
scheduled repayments of Term Borrowings of such Class in such order as the U.S. Borrower may determine; provided that the
U.S. Borrower may not voluntarily prepay Extended Term Loans of any Extension Series pursuant to Section 2.11(a) unless
such prepayment is accompanied by at least a pro rata prepayment, based upon the outstanding principal amounts owing under such Class,
of Incremental Term Loans of the Class of Incremental Term Loans from which such Extended Term Loans were converted (or such Incremental
Term Loans of such Class have otherwise been repaid in full). For the avoidance of doubt, the U.S. Borrower may voluntarily prepay
Incremental Term Loans of any Class pursuant to Section 2.11(a) without any requirement to prepay Extended Term Loans that
were converted from the Incremental Term Loans of such Class.
(d) Any
mandatory prepayment of a Term Borrowing of any Class required by Section 2.11 shall be allocated to the Classes of Term Loans
outstanding, pro rata, based upon the outstanding principal amounts of the Term Loans of each Class (unless any Incremental Facility
Agreement contemplates that any Incremental Term Loans or Refinanced Term Loans, as applicable, established thereby shall share in any
mandatory prepayments of Term Borrowings required by Section 2.11 on less than a pro rata basis with any other Term Loans, in which
case such mandatory prepayment shall be allocated to such Class of Term Loans as provided in such any Incremental Facility Agreement),
and shall be applied pro rata to the Lenders of each Class, based upon the outstanding principal amounts owing under each such Class of
Term Loans; provided that, with respect to the allocation of such prepayments between Incremental Term Loans and Extended Term
Loans of the same Extension Series, the U.S. Borrower may, to the extent not inconsistent with any Extension Amendment relating to Extended
Term Loans of any Extension Series, allocate such prepayments as the U.S. Borrower may specify, so long as the U.S. Borrower shall not
allocate to Extended Term Loans of any Extension Series any mandatory prepayment unless such prepayment is accompanied by at least
a pro rata prepayment, based upon the outstanding principal amounts owing under such Class,- of Incremental Term Loans of the Class of
Incremental Term Loans from which such Extended Term Loans were converted (or such Incremental Term Loans of such Class have otherwise
been repaid in full).
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(e) Mandatory
prepayments required by Section 2.11, within any Class of Term Loans (other than Incremental Term Loans of any Series), shall
be applied on a pro rata basis to reduce the subsequent scheduled repayments of the Term Borrowings of such Class. Mandatory prepayments
required by Section 2.11, within any Series of Incremental Term Loans, shall be applied to reduce the remaining subsequent scheduled
repayments of Incremental Term Loans of such Series as shall be specified therefor in the applicable Incremental Facility Agreement
for such Series.
(f) In
the event that Term Loans of any Class are purchased or acquired by the U.S. Borrower pursuant to Purchase Offers under Section 2.23,
then the subsequent scheduled repayments of the Term Borrowings of such Class to be made will not be reduced or otherwise affected
by such transaction (except to the extent that the final scheduled payment shall be reduced thereby).
SECTION 2.11 Prepayment
of Loans.
(a) Each
Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to the requirements
of this Section.
(b) In
the event and on each occasion that the Aggregate Revolving Exposure exceeds the Aggregate Revolving Commitment, the applicable Borrower
shall prepay Revolving Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account
with the Administrative Agent in accordance with Section 2.05(i)) in an aggregate amount equal to such excess.
(c) [Reserved].
(d) [Reserved].
(e) [Reserved].
(f) Prior
to any optional or mandatory prepayment of Borrowings under this Section 2.11, the Borrower Representative shall specify the Borrowing
or Borrowings to be prepaid in the notice of such prepayment delivered pursuant to paragraph (g) of this Section.
(g) The
Borrower Representative shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender)
by written notice or electronic means (including an Approved Borrower Portal, if arrangements for doing so have been approved by the Administrative
Agent and, if relevant, the Swingline Lender) of any repayment, any optional prepayment and, to the extent practicable, any mandatory
prepayment under Section 2.10 or 2.11, as applicable, (i) in the case of repayment or prepayment of a Term Benchmark Borrowing
denominated in Dollars, not later than 12:00 noon, New York City time, three Business Days before the date of repayment or prepayment,
(ii) in the case of repayment or prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, one Business
Day before the date of repayment or prepayment, (iii) in the case of repayment or prepayment of a Swingline Loan, not later than
2:00 p.m., New York City time, on the date of repayment or prepayment, (iv) in the case of repayment or prepayment of a Term Benchmark
Borrowing denominated in an Alternative Currency, not later than 1:00 p.m., Local Time, three Business Days before the date of repayment
or prepayment or (v) in the case of repayment or prepayment of an RFR Borrowing denominated in any Alternative Currency, not later
than 11:00 a.m. New York City time, five RFR Business Days before the date of such repayment or prepayment. Each such notice shall
be irrevocable and shall specify the repayment or prepayment date, the principal amount and currency of each Borrowing or portion thereof
to be repaid or prepaid and, in the case of a mandatory prepayment, to the extent practicable, a reasonably detailed calculation of the
amount of such prepayment; provided that (A) if a notice of optional prepayment is given in connection with a conditional
notice of termination of the Revolving Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked
if such notice of termination is revoked in accordance with Section 2.08 and (B) a notice of prepayment of Borrowings may state
that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked
by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition
is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative
Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Borrowing shall be
in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except
as necessary to apply fully the required amount of a mandatory prepayment. Repayment and prepayments shall be accompanied by accrued interest
to the extent required by Section 2.13.
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SECTION 2.12 Fees.
(a) The
U.S. Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee (the “Commitment
Fee”), which shall accrue at the Applicable Rate per annum on the daily unused amount of the Revolving Commitment of such Lender
during the period from and including the Initial Funding Date to but excluding the date on which such Revolving Commitment terminates.
Accrued Commitment Fees shall be payable in arrears on the fifteenth day after the last Business Day of March, June, September and
December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after
the Initial Funding Date. All such Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees, a Revolving Commitment
of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline
Exposure of such Lender shall be disregarded for such purpose).
(b) Each
Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect
to its participations in Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to
Term Benchmark Revolving Loans on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) during the period from and including the Initial Funding Date to but excluding the later of the date on which such Lender’s
Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a
fronting fee, which shall accrue at a rate of 0.125% per annum on the average daily amount of the LC Exposure attributable to Letters
of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period
from and including the Initial Funding Date to but excluding the later of the date of termination of the Revolving Commitments and the
date on which there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance,
amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued
through and including the last day of March, June, September and December of each year shall be payable on the fifteenth day
after the last Business Day of such month, commencing on the first such date to occur after the Initial Funding Date; provided
that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date
on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph
shall be payable within 10 Business Days after demand. All participation fees and fronting fees shall be computed on the basis of a year
of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
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(c) Each
Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed
upon between such Borrower and the Administrative Agent.
(d) All
fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank,
in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled
thereto. Fees paid shall not be refundable under any circumstances.
SECTION 2.13 Interest.
(a) The
Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.
(b) The
Loans comprising each Term Benchmark Borrowing shall bear interest at the Term SOFR Rate or the Adjusted EURIBOR Rate, as applicable,
for the Interest Period in effect for such Borrowing plus the Applicable Rate.
(c) Each
RFR Loan denominated in Sterling shall bear interest at a rate per annum equal to the Daily Simple SONIA plus the Applicable Rate.
(d) Each
Swingline Loan denominated in Euros shall bear interest at a rate per annum equal to the Daily Simple ESTR plus the Applicable Rate.
(e) Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by a Borrower hereunder is not paid when
due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment,
at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% per annum plus the rate otherwise applicable to
such Loan as provided in the preceding paragraphs of this Section 2.13 or (ii) in the case of any other amount, 2% per annum
plus the rate applicable to ABR Revolving Loans as provided in paragraph (a) of this Section 2.13.
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(f) Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of a Revolving Loan, upon
termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.13
shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving
Loan prior to the end of the Revolving Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable
on the date of such repayment or prepayment and (iii) in the event of any conversion of a Term Benchmark Loan prior to the end of
the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.
(g) All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to Daily Simple SONIA,
Daily Simple ESTR or the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the
basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate, Term SOFR Rate, Adjusted EURIBOR Rate, EURIBOR Rate, Daily
Simple SONIA or Daily Simple ESTR shall be determined by the Administrative Agent, and such determination shall be conclusive absent
manifest error.
SECTION 2.14 Alternate
Rate of Interest.
(a) Subject
to clauses (b), (c), (d), (e) and (f) of this Section 2.14, if:
(i) the
Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of
any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Term SOFR Rate
or the Adjusted EURIBOR Rate, as applicable (including because the Relevant Screen Rate is not available or published on a current basis),
for the applicable Agreed Currency and such Interest Period or (B) at any time, that adequate and reasonable means do not exist for
ascertaining the applicable Daily Simple SOFR, Daily Simple SONIA, Daily Simple ESTR or RFR; or
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(ii) the
Administrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a Term Benchmark
Borrowing, the Term SOFR Rate, the Adjusted EURIBOR Rate or the EURIBOR Rate, as applicable, for the applicable Agreed Currency and such
Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its
Loan) included in such Borrowing for the applicable Agreed Currency and such Interest Period or (B) at any time, Daily Simple SOFR,
the Daily Simple SONIA or the Daily Simple ESTR will not adequately and fairly reflect the cost to such Lenders (or Lender) of making
or maintaining their Loans (or its Loan) included in such Borrowing;
then the Administrative Agent shall give
notice thereof to the Borrower Representative and the Lenders by written notice or electronic means as promptly as practicable thereafter
and, until (x) the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving
rise to such notice no longer exist with respect to the relevant Benchmark or (y) the Borrower Representative delivers a new Interest
Election Request in accordance with the terms of Section 2.07 or a new Borrowing Request in accordance with the terms of Section 2.03,
in each case for a Borrowing not affected by such circumstances, (A) for Loans denominated in Dollars, any Interest Election Request
that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request
that requests a Term Benchmark Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable,
at the Borrower Representative’s election, for (x) a Daily Simple SOFR Borrowing so long as the Daily Simple SOFR is not also
the subject of Section 2.14(a)(i) or (ii) above or (y) an ABR Borrowing if the Daily Simple SOFR also is the
subject of Section 2.14(a)(i) or (ii) above and (B) for Loans denominated in an Alternative Currency, any Interest
Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and
any Borrowing Request that requests a Term Benchmark Borrowing or an RFR Borrowing, in each case, for the relevant Benchmark, shall be
ineffective; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types
of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date
of the Borrower Representative’s receipt of the notice from the Administrative Agent referred to in this Section 2.14(a) with
respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until (x) the Administrative Agent notifies the
Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant
Benchmark or (y) the Borrower Representative delivers a new Interest Election Request in accordance with the terms of Section 2.07
or a new Borrowing Request in accordance with the terms of Section 2.03, (A) for Loans denominated in Dollars, any Term Benchmark
Loan shall on the last day of the Interest Period applicable to such Loan, be converted by the Administrative Agent to, and shall constitute,
(x) a Daily Simple SOFR Loan so long as the Daily Simple SOFR is not also the subject of Section 2.14(a)(i) or (ii) above
or (y) an ABR Loan if the Daily Simple SOFR is also the subject of Section 2.14(a)(i) or (ii) above, on such day,
and (B) for Loans denominated in an Alternative Currency, (1) any Term Benchmark Loan shall, on the last day of the Interest
Period applicable to such Loan bear interest at the Central Bank Rate for the applicable Alternative Currency plus the CBR Spread; provided
that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central
Bank Rate for the applicable Alternative Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in any
Alternative Currency shall, at the Borrower’s election prior to such day: (x) be prepaid by such Borrower on such day or (y) solely
for the purpose of calculating the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in any Alternative
Currency shall be deemed to be a Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable
to Term Benchmark Loans denominated in Dollars at such time and (2) any RFR Loan shall bear interest at the Central Bank Rate for
Sterling plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding
absent manifest error) that the Central Bank Rate for Sterling cannot be determined, any outstanding affected RFR Loans, at the Borrower’s
election, shall either (A) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such
Alternative Currency) immediately or (B) be prepaid in full immediately.
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(b) Notwithstanding
anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date
have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement
is determined in accordance with clause (1) of the definition of “Benchmark Replacement” with respect to Dollars for
such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan
Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent
of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with
clause (2) of the definition of “Benchmark Replacement” with respect to any Agreed Currency for such Benchmark Replacement
Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any
Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth Business Day after the date notice of such Benchmark Replacement
is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan
Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement
from Lenders comprising the Required Lenders of each affected Class.
(c) Notwithstanding
anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right to make Benchmark Replacement
Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments
implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party
to this Agreement or any other Loan Document.
(d) The
Administrative Agent will promptly notify the Borrower Representative and the Lenders of (i) any occurrence of a Benchmark Transition
Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming
Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement
or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent
or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.14, including any determination with respect to a
tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain
from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion
and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant
to this Section 2.14.
(e) Notwithstanding
anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark
Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate or EURIBOR Rate) and either (A) any
tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected
by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark
has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative,
then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time
to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either
(A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is
not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark
Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or
after such time to reinstate such previously removed tenor.
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(f) Upon
the Borrower Representative’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower Representative
may revoke any request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be
made, converted or continued during any Benchmark Unavailability Period and, failing that, either (x) the Borrowers will be deemed
to have converted any request for (1) a Term Benchmark Borrowing denominated in Dollars into a request for a Borrowing of or conversion
to (A) a Daily Simple SOFR Borrowing so long as the Daily Simple SOFR is not the subject of a Benchmark Transition Event or (B) an
ABR Borrowing if the Daily Simple SOFR is the subject of a Benchmark Transition Event or (y) any Term Benchmark Borrowing or RFR
Borrowing denominated in an Alternative Currency shall be ineffective. During any Benchmark Unavailability Period or at any time that
a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor
for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Term Benchmark Loan or RFR Loan in
any Agreed Currency is outstanding on the date of the Borrower Representative’s receipt of notice of the commencement of a Benchmark
Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark
Replacement for such Agreed Currency is implemented pursuant to this Section 2.14, (A) for Loans denominated in Dollars any
Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan be converted by the Administrative Agent to,
and shall constitute (x) a Daily Simple SOFR Loan so long as the Daily Simple SOFR is not the subject of a Benchmark Transition Event
or (y) an ABR Loan if the Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (B) for Loans denominated
in an Alternative Currency, (1) any Term Benchmark Loan shall, on the last day of the Interest Period applicable to such Loan bear
interest at the Central Bank Rate for the applicable Alternative Currency plus the CBR Spread; provided that, if the Administrative Agent
determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative
Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in any Alternative Currency shall, at the Borrower’s
election prior to such day: (A) be prepaid by such Borrower on such day or (B) solely for the purpose of calculating the interest
rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in any Alternative Currency shall be deemed to be a
Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated
in Dollars at such time and (2) any RFR Loan shall bear interest at the Central Bank Rate for the applicable Alternative Currency
plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent
manifest error) that the Central Bank Rate for the applicable Alternative Currency cannot be determined, any outstanding affected RFR
Loans denominated in any Alternative Currency, at the Borrower’s election, shall either (A) be converted into ABR Loans denominated
in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (B) be prepaid in full immediately.
SECTION 2.15 Increased
Costs.
(a) If
any Change in Law shall:
(i) impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits
with or for the account of, or credit extended by, any Lender or Issuing Bank (except any such reserve requirement reflected in the Term
SOFR Rate or EURIBOR Rate, as applicable);
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(ii) impose
on any Lender or Issuing Bank or the applicable offshore interbank market for the applicable Agreed Currency any other condition, cost
or expense affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or
(iii) subject
any Credit Party to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) in respect of its loans, letters of
credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
and the result of any of the foregoing shall be to increase the cost
to such Lender, Issuing Bank or other Credit Party of making or maintaining any Loan (or of maintaining its obligation to make any
such Loan), to increase the cost to such Lender, Issuing Bank or other Credit Party of participating in, issuing or maintaining any
Letter of Credit (or of maintaining its obligation to participate in or issue any Letter of Credit) or to reduce the amount of any sum
received or receivable by such Lender, Issuing Bank or other Credit Party hereunder (whether of principal, interest or otherwise),
then, following receipt of a certificate pursuant to paragraph (c) of this Section 2.15, the applicable Borrower will pay to
such Lender, Issuing Bank or other Credit Party, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing
Bank or other Credit Party, as the case may be, for such additional costs or expenses incurred or reduction suffered.
(b) If
any Lender or Issuing Bank reasonably determines that any Change in Law regarding capital adequacy or liquidity requirements has had or
would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such
Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of or the Loans made
by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank,
to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved
but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s
or Issuing Bank’s holding company with respect to capital adequacy and liquidity), then, following receipt of a certificate pursuant
to paragraph (c) of this Section 2.15, the applicable Borrower will pay to such Lender or Issuing Bank, as the case may be,
such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding
company for any such reduction suffered as reasonably determined by such Lender or Issuing Bank (which determination shall be made in
good faith and in a manner substantially consistent with determinations being made for similarly situated customers of such Lender or
such Issuing Bank under agreements having provisions similar to this Section 2.15(b)).
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(c) If
any Lender or Issuing Bank is claiming compensation under this Section 2.15, it shall deliver to the Borrower Representative a certificate
setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as the case may be, and
the basis for the calculation thereof as specified in paragraph (a) or (b) of this Section 2.15, which certificate shall
be conclusive absent manifest error. The Borrowers shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due
on any such certificate within 10 Business Days after receipt thereof.
(d) Failure
or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 2.15 shall not constitute a waiver
of such Lender’s or Issuing Bank’s right to demand such compensation; provided that no Borrower shall be required
to compensate a Lender or Issuing Bank pursuant to this Section 2.15 for any increased costs or expenses incurred or reductions
suffered more than 180 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower Representative
of the Change in Law giving rise to such increased costs or expenses or reductions and of such Lender’s or Issuing Bank’s
intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or expenses
or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect
thereof.
SECTION 2.16 Break
Funding Payments.
(a) With
respect to Loans that are not RFR Loans, in the event of (i) the payment of any principal of any Term Benchmark Loan other than
on the last day of an Interest Period applicable thereto, (ii) the conversion of any Term Benchmark Loan other than on the last
day of the Interest Period applicable thereto, (iii) the failure to borrow, convert or continue any Term Benchmark Loan on the date
specified in any notice delivered or made pursuant hereto (including as a result of the revocation of any such notice), (iv) the
failure to prepay any Term Benchmark Loan on a date specified therefor in any notice of prepayment given by the Borrower Representative
(whether or not such notice may be revoked in accordance with the terms hereof), (v) the assignment of any Term Benchmark Loan other
than on the last day of the Interest Period applicable thereto as a result of a request by a Borrower pursuant to Section 2.19 or
pursuant to Section 2.21(e) or (vi) the failure by a Borrower to make any payment of any Loan denominated in an Alternative
Currency on its scheduled due date or any payment thereof in a different currency, then, in any such event, such Borrower shall after
receipt of a written request by such Lender (which request shall set forth in reasonable detail the basis for requesting such amount
and, absent manifest error, the amount requested shall be conclusive) compensate each Lender for the loss, cost and expense attributable
to such event, but excluding any losses of anticipated profits. Such loss, cost or expense to any Lender shall be deemed to include an
amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal
amount of such Loan had such event not occurred, at the Term SOFR Rate or the Adjusted EURIBOR Rate, as applicable, that would have been
applicable to such Loan (but not including the Applicable Rate applicable thereto), for the period from the date of such event to the
last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount
for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits
of a comparable amount and period from other banks in the applicable offshore interbank market for the applicable Agreed Currency, but
shall exclude any losses of anticipated profits. A certificate of any Lender delivered to the Borrower Representative and setting forth
any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16 shall be conclusive absent manifest
error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt
thereof.
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(b) With
respect to RFR Loans, in the event of (i) the payment of any principal of any RFR Loan other than on the Interest Payment Date applicable
thereto, (ii) the failure to borrow or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto (regardless
of whether such notice may be revoked under 2.11(g) and is revoked in accordance therewith), (iii) the assignment of any RFR
Loan other than on the Interest Payment Date applicable thereto as a result of a request by a Borrower pursuant to Section 2.19 or
pursuant to Section 2.21(e) or (iv) the failure by a Borrower to make any payment of any Loan denominated in an Alternative
Currency on its scheduled due date or any payment thereof in a different currency, then, in any such event, such Borrower shall after
receipt of a written request by such Lender (which request shall set forth in reasonable detail the basis for requesting such amount and,
absent manifest error, the amount requested shall be conclusive) compensate each Lender for the loss, cost and expense attributable to
such event, but excluding any losses of anticipated profits. Such loss, cost or expense to any Lender shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount
of such Loan had such event not occurred, at the (A) Daily Simple SONIA, in the case of Loans denominated in Sterling and (B) Daily
Simple ESTR, in the case of Swingline Loans denominated in Euros, that would have been applicable to such Loan (but not including the
Applicable Rate applicable thereto), for the period from the date of such event to the last day of the then current Interest Period therefor
(or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan),
over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for Sterling deposits of a comparable amount and period from other banks
in the applicable offshore interbank market for Sterling, but shall exclude any losses of anticipated profits. A certificate of any Lender
delivered to the Borrower Representative and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such
certificate within 10 Business Days after receipt thereof.
SECTION 2.17 Taxes.
(a) Withholding
of Taxes; Gross-Up. Each payment by or on behalf of a Loan Party under this Agreement or any other Loan Document shall be made without
withholding for any Taxes, unless such withholding is required by any applicable Requirements of Law. If any Withholding Agent determines,
in its sole discretion exercised in good faith, that it is so required to withhold any Taxes, then such Withholding Agent may so withhold
and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable Requirements
of Law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party shall be increased as necessary so that net of
such withholding (including such withholding applicable to additional amounts payable under this Section 2.17), the applicable Lender
(or in the case of a payment made to the Administrative Agent for its own account, the Administrative Agent) receives the amount it would
have received had no such withholding been made.
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(b) Payment
of Other Taxes by the Borrowers. Each Borrower shall timely pay all Other Taxes to the relevant Governmental Authority in accordance
with applicable Requirements of Law; provided that the Belgian Borrower and the U.K. Borrower shall not be required to pay any
Other Taxes attributable to any Loans made to any other Borrower.
(c) Evidence
of Payment. As soon as practicable after any payment of Taxes by a Loan Party to a Governmental Authority pursuant to this Section 2.17,
such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent.
(d) Indemnification
by the Loan Parties. The Loan Parties shall indemnify each Credit Party for any Indemnified Taxes that are paid or payable by such
Credit Party (including any Indemnified Taxes imposed or asserted by any jurisdiction on amounts paid or payable under this Section 2.17)
and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority; provided that, the Belgian Borrower and the U.K. Borrower shall not
be required to indemnify for any Indemnified Taxes attributable to any Loans made to any other Borrower. The indemnity under this paragraph
shall be paid within 20 days after the Credit Party delivers to any Loan Party a certificate stating the amount of any Indemnified Taxes
so paid or payable by such Credit Party and describing the basis for the indemnification claim. Such certificate shall be conclusive of
the amount so paid or payable absent manifest error. Such Credit Party shall deliver a copy of such certificate to the Administrative
Agent.
(e) Status
of Lenders.
(i) Any
Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan
Document shall deliver to the Borrower Representative and the Administrative Agent, at the time or times reasonably requested by the Borrower
Representative or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower Representative
or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender,
if requested by the Borrower Representative or the Administrative Agent, shall deliver such other documentation prescribed by applicable
Requirements of Law or reasonably requested by the Borrower Representative or the Administrative Agent as will enable the Borrower Representative
or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including backup withholding) or information
reporting requirements. Each Lender, upon becoming a party as a Lender that makes a Loan to the U.K. Borrower, shall, with respect to
such Loan, indicate into which of the following categories it falls in respect of a U.K. Borrower: (i) not a Qualifying Lender, (ii) a
Qualifying Lender (other than a Treaty Lender), or (iii) a Treaty Lender. If a Lender fails to indicate its status in accordance
with this Section 2.17(e), then it shall be treated for the purposes of this Agreement (including by each of the Loan Parties) as
if it is not a Qualifying Lender, until such time as it notifies the Administrative Agent which category applies (and the Administrative
Agent, upon receipt of such notification, shall inform the Loan Parties). Upon the reasonable request of the Borrower Representative or
the Administrative Agent, any Lender shall update any documentation previously delivered pursuant to this Section 2.17(e). If any
documentation previously delivered pursuant to this Section 2.17(e) expires or becomes obsolete or inaccurate in any respect
with respect to a Lender, such Lender shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy)
notify the Borrower Representative and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the
documentation to the extent it is legally eligible to do so.
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(ii) Without
limiting the generality of the foregoing, each Lender shall, to the extent it is legally eligible to do so, deliver to the Borrower Representative
and the Administrative Agent on or prior to the date on which such Lender becomes a party hereto, two duly completed and executed copies
of whichever of the following is applicable (and any additional number of copies as is reasonably requested by the Borrower Representative
and the Administrative Agent):
(A) in
the case of a Lender that is a U.S. Person, IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding
tax;
(B) in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States of America is a party, IRS
Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax;
(C) in
the case of a Foreign Lender for whom payments under any Loan Document constitute income that is effectively connected with such Lender’s
conduct of a trade or business in the United States of America, IRS Form W-8ECI;
(D) in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
both (1) IRS Form W-8BEN or W-8BEN-E, as applicable, and (2) a certificate substantially in the form of Exhibit L-1,
Exhibit L-2, Exhibit L-3 or Exhibit L-4 (each, a “U.S. Tax Certificate”), as applicable, to the effect
that such Lender is not (x) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (y) a “10
percent shareholder” of the U.S. Borrower within the meaning of Section 881(c)(3)(B) of the Code or (z) a “controlled
foreign corporation” described in Section 881(c)(3)(C) of the Code, and that no payments in connection with the Loan Documents
are effectively connected with such Lender’s conduct of a U.S. trade or business;
(E) in
the case of a Foreign Lender that is not the beneficial owner of payments made under any Loan Document (including a partnership or a participating
Lender), (1) IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), (B), (C), (D) and
(F) of this paragraph (e)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial
owner or partner were a Lender; provided that if such Lender is a partnership (and not a participating Lender) and one or more
of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Lender may provide
a U.S. Tax Certificate on behalf of such partners;
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(F) in
the case that any form referred to in clauses (A) through (E) of this paragraph is succeeded by a successor form, such successor
form;
(G) any
other form prescribed by applicable Requirements of Law as a basis for claiming exemption from, or a reduction of, U.S. federal withholding
Tax, together with such supplementary documentation as shall be necessary to enable the Borrowers and/or the Administrative Agent to determine
the amount of Tax (if any) required by law to be withheld; or
(H) in
respect of interest payments made by the Belgian Borrower to any Lender, in case an exemption of interest withholding tax provided by
a double tax treaty concluded by Belgium and the state of residence of such Lender is relied upon, a validly executed Belgian 276 Int.
Aut. Certificate.
(iii) If
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were
to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of
the Code, as applicable), such Lender shall deliver to the Borrower Representative and the Administrative Agent, at the time or times
prescribed by applicable Requirements of Law and at such time or times reasonably requested by the Borrower Representative or the Administrative
Agent, such documentation prescribed by applicable Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of
the Code) and such additional documentation reasonably requested by the Borrower Representative or the Administrative Agent as may be
necessary for the Borrower Representative and the Administrative Agent to comply with its obligations under FATCA, to determine whether
such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct
and withhold from such payment. Solely for purposes of this Section 2.17(e)(iii), the term “FATCA” shall include any
amendments made to FATCA after the Signing Date.
(iv) Each
Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation
provided by such Lender to the Administrative Agent pursuant to this Section 2.17(e).
(v) Notwithstanding
any other provision of this Section 2.17(e), a Lender shall not be required to deliver any documentation pursuant to this Section 2.17(e) that
such Lender is not legally eligible to deliver.
(f) Additional
United Kingdom Withholding Tax Matters
This section 2.17(f) applies solely
in respect of a Loan to a U.K. Borrower.
(i) Subject
to (ii) below, each Treaty Lender and U.K. Borrower which makes a payment to such Treaty Lender shall cooperate in promptly completing
any procedural formalities necessary for such U.K. Borrower to obtain authorization to make such payment without a Tax Deduction and maintain
that authorization where an authorization expires or otherwise ceases to have effect.
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(ii)
(A) A
Treaty Lender on the Second Amendment and Restatement Effective Date that (x) holds a passport under the HMRC DT Treaty Passport
Scheme and (y) wishes such scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax
residence to U.K. Borrower and the Administrative Agent; and
(B) a
Treaty Lender which becomes a Lender hereunder after the date on which this Agreement closes that (x) holds a passport under the
HMRC DT Treaty Passport Scheme and (y) wishes such scheme to apply to this Agreement, shall confirm its scheme reference number and
its jurisdiction of tax residence to U.K. Borrower and the Administrative Agent in the documentation which it executes upon becoming a
Party as a Lender, and
(C) Upon
satisfying either clause (A) or (B) above, such Lender shall have satisfied its obligation under paragraph (f)(i) above.
(iii) If
a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (f)(ii) above,
the U.K. Borrower shall make a Borrower DTTP Filing with respect to such Lender, provided that, if:
(A) the
U.K. Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or
(B) the
U.K. Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but:
(1) such
Borrower DTTP Filing has been rejected by HM Revenue & Customs; or
(2) that
Lender’s passport or scheme reference number has expired; or
(3) HM
Revenue & Customs has not given such U.K. Borrower authority to make payments to such Lender without a Tax Deduction within 30
days of the date of such Borrower DTTP Filing; or
(4) HM
Revenue & Customs has given the UK Borrower authority to make payments to that Lender without a Tax Deduction but such authority
has subsequently been revoked or expired,
and in each case, the U.K. Borrower
has notified that Lender in writing of either (A) or (B) above, then such Lender and the U.K. Borrower shall co-operate in promptly
completing any additional procedural formalities necessary for the U.K. Borrower to obtain authorization to make that payment without
a Tax Deduction and maintain that authorization where an authorization expires or otherwise ceases to have effect.
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(iv) If
a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (f)(ii) above,
the U.K. Borrower shall not make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport Scheme in respect
of that Lender’s Commitment(s) or its participation in any Loan unless the Lender otherwise agrees.
(v) [Reserved].
(vi) The
U.K. Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of such Borrower DTTP Filing to the Administrative Agent
for delivery to the relevant Lender.
(vii) If
a Lender is not, or ceases to be, a Qualifying Lender, it shall promptly upon becoming so aware notify the Administrative Agent. If the
Administrative Agent receives such notification from a Lender it shall promptly notify the Loan Parties. Without prejudice to the foregoing,
each Lender shall promptly, upon the reasonable written request of the Administrative Agent provide to the Administrative Agent:
(A) a
written confirmation that it is or, as the case may be, is not, a Qualifying Lender with respect to the U.K.; and
(B) such
documents and other evidence as the Administrative Agent may reasonably require to support any confirmation given pursuant to sub-paragraph
(A) above,
and until such time as a Lender has complied with any request
pursuant to this paragraph (viii), the Administrative Agent and each Loan Party shall be entitled to treat such Lender as not being a
Qualifying Lender with respect to the U.K.
(viii) A
U.K. Non-Bank Lender which is a Lender on the date of this Agreement gives a Tax Confirmation to the U.K. Borrower by entering into this
Agreement.
(ix) A
U.K. Non-Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from
that set out in the Tax Confirmation.
(g) VAT
(i) All
amounts expressed to be payable under a Loan Document or any fee letter related thereto by any party to any Credit Party which (in whole
or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on
that supply, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Credit Party
to any party under a Loan Document and such Credit Party is required to account to the relevant tax authority for the VAT, that party
must pay to such Credit Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal
to the amount of the VAT (and such Credit Party must promptly provide an appropriate VAT invoice to that party) or if such party is required
to directly account for such VAT under the reverse charge procedure provided for by article 44 of the Council Directive 2006/112/EC or
section 7A of the United Kingdom Value Added Tax Act 1994, in each case as amended, or any relevant VAT provisions of the jurisdiction
in which such party receives such supply, then such party shall account for the VAT at the appropriate rate (and the relevant Credit Party
must promptly provide an appropriate VAT invoice to such party stating that the amount is charged in respect of a supply that is subject
to VAT but that the reverse charge procedure applies).
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(ii) If
VAT is or becomes chargeable on any supply made by any Credit Party (the “Supplier”) to any other Credit Party (as
used in this section, the “Supply Recipient”) under a Loan Document, and any party other than the Supply Recipient
(the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for
that supply to the Supplier (rather than being required to reimburse or indemnify the Supply Recipient in respect of that consideration):
(A) (where
the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier
(at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Supply Recipient must (where this paragraph
(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Supply Recipient receives from the
relevant tax authority which the Supply Recipient reasonably determines relates to the VAT chargeable on that supply; and
(B) (where
the Supply Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following
demand from the Supply Recipient, pay to the Supply Recipient an amount equal to the VAT chargeable on that supply but only to the extent
that the Supply Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect
of that VAT.
(iii) Where
a Loan Document requires any party to reimburse or indemnify a Credit Party for any cost or expense, that Party shall reimburse or indemnify
(as the case may be) such Credit Party for any VAT incurred in respect of the costs or expenses, save to the extent that such Credit
Party reasonably determines that neither it nor any group of which it is a member for VAT purposes is entitled to credit or receive repayment
in respect of such VAT from the relevant tax authority.
(iv) Any
reference in this clause Section 2.17(g) to any party shall, at any time when such party is treated as a member of a group
or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the
person who is treated a making the supply or (as appropriate) receiving the supply under the grouping rules (as provided for in
Article 11 of the Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or any other
similar provision in any jurisdiction which is not a member state of the European Union) (including, for the avoidance of doubt the representative
member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act
1994)) so that a reference to a party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity)
of which that party is a member for VAT purposes at the relevant time or the relevant member (or head) of that group or unity (or fiscal
unity) at the relevant time (as the case may be).
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(v) In
relation to any supply made by a Credit Party to any party under a Loan Document, if reasonably requested by such Credit Party, that Party
must promptly provide such Credit Party with details of that party’s VAT registration and such other information as is reasonably
requested in connection with such Credit Party's VAT reporting requirements in relation to such supply.
(h) Treatment
of Certain Refunds. If any Credit Party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including additional amounts paid pursuant to this
Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments
made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including
any Taxes) of such Credit Party and without interest (other than any interest paid by the relevant Governmental Authority with respect
to such refund). Such indemnifying party, upon the request of such Credit Party, shall repay to such Credit Party the amount paid to such
Credit Party pursuant to the prior sentence (plus any penalties, interest or other charges imposed by the relevant Governmental Authority)
in the event such Credit Party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary
in this Section 2.17(h), in no event will any Credit Party be required to pay any amount to any indemnifying party pursuant to this
Section 2.17(h) if such payment would place such Credit Party in a less favorable position (on a net after-Tax basis) than such
Credit Party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or
otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.17(h) shall
not be construed to require any Credit Party to make available its Tax returns (or any other information relating to its Taxes that it
deems confidential) to the indemnifying party or any other Person.
(i) Defined
Terms. For purposes of this Section 2.17, for the avoidance of doubt, the term “Lender” shall include each Issuing
Bank and each Swingline Lender, and the term “Requirements of Law” shall include FATCA.
SECTION 2.18 Payments
Generally; Pro Rata Treatment; Sharing of Setoffs.
(a) Each
Borrower shall make each payment required to be made by it hereunder or under any other Loan Document prior to the time expressly required
hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., New York
City time in the case of Borrowings denominated in Dollars and prior to 2:00 p.m., Local Time in the case of Borrowings denominated in
an Alternative Currency), on the date when due, in immediately available funds, without any defense, setoff, recoupment or counterclaim.
Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received
on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to such account as
may be specified by the Administrative Agent, except that payments required to be made directly to any Issuing Bank or the Swingline
Lender shall be so made, payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto
and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute
any such payment received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.
If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such
extension. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest
on Loans denominated in an Alternative Currency shall be made to the Administrative Agent in such Alternative Currency and all other
payments under each Loan Document shall be made in Dollars. Without limiting the generality of the foregoing, the Administrative Agent
may require that any payments due under this Agreement be made in the United States. If, for any reason, a Borrower is prohibited by
any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the
Dollar Equivalent of the Alternative Currency payment amount.
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(b) If
at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed
LC Disbursements, interest and fees then due hereunder, such funds shall be applied towards payment of the amounts then due hereunder
ratably among the parties entitled thereto, in accordance with the amounts then due to such parties.
(c) Except
to the extent that this Agreement provides for payments to be disproportionately allocated to or retained by a particular Lender or group
of Lenders (including in connection with the payment of principal, interest or fees in different amounts or at different rates and the
repayment of principal amounts of Loans at different times as a result of Extension Amendments, Incremental Facility Agreements,
purchases of Term Loans pursuant to Purchase Offers under Section 2.23 or non-ratable prepayments of Classes of Loans pursuant to
Section 2.10(c)), each Lender agrees that if it shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment
in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such
Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline
Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion
shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other
Lenders to the extent necessary so that the amount of all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amounts of principal of and accrued interest on their Loans and participations in LC Disbursements and Swingline Loans; provided
that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this
paragraph shall not be construed to apply to any payment made by a Borrower pursuant to and in accordance with the express terms of this
Agreement (for the avoidance of doubt, as in effect from time to time) or any payment obtained by a Lender as consideration for the assignment
of or sale of a participation in any of its Loans or participations in LC Disbursements or Swingline Loans to any Person that is an Eligible
Assignee (as such term is defined from time to time). Each Borrower consents to the foregoing and agrees, to the extent it may effectively
do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such
Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such
Borrower in the amount of such participation.
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(d) Unless
the Administrative Agent shall have received notice from the Borrower Representative prior to the date on which any payment is due to
the Administrative Agent for the account of the Lenders or Issuing Banks hereunder that the applicable Borrower will not make such payment,
the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance
upon such assumption, distribute to the Lenders or Issuing Banks, as the case may be, the amount due. In such event, if such Borrower
has not in fact made such payment, then each of the Lenders or Issuing Banks, as the case may be, severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the applicable
Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
(e) If
any Lender shall fail to make any payment required to be made by it hereunder to or for the account of the Administrative Agent, any Issuing
Bank or the Swingline Lender, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply
any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations
in respect of such payment until all such unsatisfied obligations have been discharged or (ii) hold any such amounts in a segregated
account as cash collateral for, and application to, any future funding obligations of such Lender pursuant to Sections 2.04(c), 2.05(d),
2.05(f), 2.06(b), 2.18(c), 2.18(d) and 9.03(c), in each case in such order as shall be determined by the Administrative Agent in
its discretion. Notwithstanding anything to the contrary herein, any amounts paid by a Loan Party for the account of a Lender that are
applied or held pursuant to this Section 2.18(e) shall be deemed paid by such Loan Party to such Lender.
SECTION 2.19 Mitigation
Obligations; Replacement of Lenders.
(a) If
any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any additional amount to any Lender
or to any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall (at the request
of any Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder
or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment
of such Lender, such designation or assignment and delegation (i) would reasonably be expected to eliminate or reduce amounts payable
pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such Lender. The applicable Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such designation or assignment and delegation.
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(b) If
(i) any Lender requests compensation under Section 2.15, (ii) a Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, (iii) any Lender has become a Defaulting
Lender or (iv) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination that under Section 9.02
requires the consent of all the Lenders (or all the affected Lenders or all the Lenders of the affected Class) and with respect to which
the Required Lenders (or, in circumstances where Section 9.02 does not require the consent of the Required Lenders, a Majority in
Interest of the Lenders of the affected Class) shall have granted their consent, then such Borrower may, at its sole expense and effort,
upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement and the
other Loan Documents (or, in the case of any such assignment and delegation resulting from a failure to provide a consent, all its interests,
rights and obligations under this Agreement and the other Loan Documents as a Lender of a particular Class) to an Eligible Assignee that
shall assume such obligations (which may be another Lender, if a Lender accepts such assignment and delegation); provided that
(A) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment
is being assigned, each Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, (B) such Lender
shall have received payment of an amount equal to the outstanding principal of its Loans and, if applicable, participations in LC Disbursements
and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, (if applicable, in each case
only to the extent such amounts relate to its interest as a Lender of a particular Class) from the assignee (in the case of such principal
and accrued interest and fees) or the applicable Borrower (in the case of all other amounts), (C) in the case of any such assignment
and delegation resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17,
it can reasonably be expected that such assignment will result in a reduction in such compensation or payments and (D) in the case
of any such assignment and delegation resulting from the failure to provide a consent, the assignee shall have given such consent. A Lender
shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender
or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation have ceased to apply. Each party hereto
agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption
executed by the applicable Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and
delegation need not be a party thereto.
SECTION 2.20 Defaulting
Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then
the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender:
(a) commitment
fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.12(a);
(b) the
Revolving Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders
or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to
any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification
requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require
the consent of such Defaulting Lender in accordance with the terms hereof;
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(c) if
any Swingline Exposure or LC Exposure exists at the time such Revolving Lender becomes a Defaulting Lender then:
(i) the
Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the Non-Defaulting Lenders in accordance with
their respective Applicable Percentages (with the term “Applicable Percentage” meaning, with respect to any Lender for purposes
of reallocations to be made pursuant to this paragraph (c), the percentage of the Aggregate Revolving Commitment represented by such Lender’s
Revolving Commitment at the time of such reallocation calculated disregarding the Revolving Commitments of the Defaulting Lenders at such
time) but only to the extent that such reallocation does not cause the Aggregate Revolving Exposure of any Non-Defaulting Lender to exceed
such Non-Defaulting Lender’s Revolving Commitment;
(ii) if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the applicable Borrower shall within one
Business Day following notice by the Administrative Agent (A) first, prepay the portion of such Defaulting Lender’s Swingline
Exposure that has not been reallocated and (B) second, cash collateralize for the benefit of the Issuing Banks the portion of such
Defaulting Lender’s LC Exposure that has not been reallocated in accordance with the procedures set forth in Section 2.05(i) for
so long as such LC Exposure is outstanding;
(iii) if
a Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, such Borrower
shall not be required to pay participation fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such portion
of such Defaulting Lender’s LC Exposure for so long as such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if
any portion of the LC Exposure of such Defaulting Lender is reallocated pursuant to clause (i) above, then the fees payable to the
Lenders pursuant to Sections 2.12(a) and 2.12(b) shall be adjusted to give effect to such reallocation; and
(v) if
all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or
(ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all participation
fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing
Banks (and allocated among them ratably based on the amount of such Defaulting Lender’s LC Exposure attributable to Letters of Credit
issued by each Issuing Bank) until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
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(d) so
long as such Revolving Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing
Bank shall be required to issue, amend, renew or extend any Letter of Credit, unless in each case it is reasonably satisfied that the
related exposure and the Defaulting Lender’s then outstanding Swingline Exposure or LC Exposure, as applicable, will be fully covered
by the Revolving Commitments of the Non-Defaulting Lenders and/or cash collateral provided by the Borrowers in accordance with Section 2.20(c),
and participating interests in any such funded Swingline Loan or in any such issued, amended, reviewed or extended Letter of Credit will
be allocated among the Non-Defaulting Lenders in a manner consistent with Section 2.20(c)(i) (and such Defaulting Lender shall
not participate therein).
In the event that the Administrative Agent, the Borrowers, the Swingline
Lender and each Issuing Bank each agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender
to be a Defaulting Lender (a “Restored Lender”), then the Swingline Exposure and LC Exposure of the Revolving Lenders
shall be reallocated in accordance with their Applicable Percentages and on such date such Restored Lender shall purchase at par such
of the Revolving Loans of the other Revolving Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be
necessary in order for such Restored Lender to hold such Loans in accordance with its Applicable Percentage (with the term “Applicable
Percentage” meaning, with respect to any Lender for purposes of reallocations to be made pursuant to this paragraph, the percentage
of the Aggregate Revolving Commitment represented by such Lender’s Revolving Commitment at the time of such reallocation calculated
including the Revolving Commitment of such Restored Lender but disregarding the Revolving Commitments of the Defaulting Lenders at such
time). Subject to Section 9.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder
against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender
as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.
SECTION 2.21 Incremental
Facilities.
(a) The
Borrowers may on one or more occasions, by written notice to the Administrative Agent, request (i) one or more increases in the amount
of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”)
and/or (ii) the establishment of Incremental Term Commitments for the U.S. Borrower; provided that the Dollar Equivalent of
the aggregate amount of all the Incremental Revolving Commitment Increases and Incremental Term Commitments to be established hereunder
on or after the Second Amendment and Restatement Effective Date shall not exceed the greater of (A) the Incremental Base Amount as
of such date and (B) assuming that the full amount of such Incremental Revolving Commitment Increases and/or Incremental Term Commitments,
and all previously established Incremental Revolving Commitment Increases and Incremental Term Commitments then in effect, shall have
been funded as Loans on such date, an additional aggregate amount, such that, after giving Pro Forma Effect to the establishment of any
Incremental Revolving Commitment Increases and/or Incremental Term Commitments and the use of proceeds thereof and all transactions in
connection therewith, the Borrowers shall be in Pro Forma Compliance, recomputed as of the last day of the most recently ended Test Period
for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), with a Senior Secured Net Leverage
Ratio that is no greater than 2.50:1.00. Each such notice shall specify (A) the date on which the applicable Borrower proposes that
the Incremental Revolving Commitment Increases or the Incremental Term Commitments, as applicable, shall be effective, which shall be
a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which
such notice is delivered to the Administrative Agent and (B) the amount of the Incremental Revolving Commitment Increase or Incremental
Term Commitments, as applicable, being requested (it being agreed that (x) any Lender approached to provide any Incremental Revolving
Commitment Increase or Incremental Term Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving
Commitment Increase or Incremental Term Commitments, (y) the Borrowers shall not be required to approach existing Lenders first to
provide any Incremental Revolving Commitment Increase or Incremental Term Commitment or offer any existing Lenders a right of first refusal
to provide any Incremental Revolving Commitment Increase or Incremental Term Commitment and (z) any Person that the applicable Borrower
proposes to become a Lender under any Incremental Term Commitment or Incremental Revolving Commitment Increase, if such Person is not
then a Lender, must be an Eligible Assignee and, if any consent of the Administrative Agent would be required for an assignment of Loans
or Commitment to such Lender, must be reasonably acceptable to the Administrative Agent and, in the case of any proposed Incremental Revolving
Commitment Increase, if any consent of each Issuing Bank and the Swingline Lender would be required for an assignment of Revolving Loans
or a Revolving Commitment to such Lender, each Issuing Bank and the Swingline Lender).
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(b) The
terms and conditions of any Loans and Commitments pursuant to any Incremental Revolving Commitment Increase shall be the same as those
of the Revolving Commitments and Revolving Loans of the Class that is being increased and shall be treated as a single Class with
such Revolving Commitments and Revolving Loans; provided that any interest margins, commitment fees, pricing and rate floors applicable
to any Incremental Revolving Commitment Increase may exceed the interest margins, commitment fees, pricing and rate floors payable with
respect to the Revolving Loans and/or Revolving Commitments pursuant to the terms of this Agreement, as amended through the date of such
calculation, in which case the Applicable Rate and/or the fee payable pursuant to Section 2.12(a), in each case as in effect for
the other Revolving Loans and Revolving Commitments, shall be automatically increased to eliminate such excess (it being understood that
additional upfront or similar fees may be payable to the Lenders participating in such Incremental Revolving Commitment Increase without
any requirement to pay such amounts to any existing Revolving Lenders). The terms and conditions of any Incremental Term Commitments and
the Incremental Term Loans to be made thereunder shall be set forth in the applicable Incremental Facility Agreement and shall be identical
to those of the Revolving Commitments and the Revolving Loans (other than with respect to maturity, prepayment, fees, amortization, pricing
and other terms that, as mutually determined by the U.S. Borrower and the Administrative Agent, typically differ between term loan and
revolving credit facilities, which shall be, subject to the following proviso, determined by the applicable Borrowers and the Lenders
thereunder as set forth in documentation to be determined by the Borrowers and reasonably satisfactory to the Administrative Agent); provided
that (A) no Incremental Term Loan Maturity Date shall be earlier than the latest Maturity Date then in effect (B) any Incremental
Term Loan shall be denominated in Dollars and (C) any Previously Absent Financial Maintenance Covenant shall be permitted so long
as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent
Financial Maintenance Covenant for the benefit of all Lenders. Any Incremental Term Commitments established pursuant to an Incremental
Facility Agreement that have identical terms and conditions, and any Incremental Term Loans made thereunder, may be (x) designated
as a separate Series of Incremental Term Commitments and Incremental Term Loans for all purposes of this Agreement or (y) effected
as an increase to an existing Class of Term Loans.
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(c) The
Incremental Term Commitments and any Incremental Revolving Commitment Increase shall be effected pursuant to one or more Incremental Facility
Agreements executed and delivered by the applicable Borrower, each Incremental Lender providing such Incremental Term Commitments or Incremental
Revolving Commitment Increase, as the case may be, and the Administrative Agent; provided that no Incremental Term Commitments
or Incremental Revolving Commitment Increases shall become effective unless:
(i) no
Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, both immediately prior to and
immediately after giving effect to such Incremental Term Commitments or Incremental Revolving Commitment Increases and the making of Loans
and issuance of Letters of Credit thereunder to be made on such date;
(ii) on
the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Term Commitments
or Incremental Revolving Commitment Increases and the making of Loans and issuance of Letters of Credit thereunder to be made on such
date, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (A) in the
case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects,
in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date,
in which case such representation and warranty shall be so true and correct on and as of such prior date; provided that in the
case of any Incremental Term Loans or Incremental Revolving Commitment Increase used to finance an acquisition permitted hereunder and
whose consummation is not conditioned upon the availability of, or on obtaining, third party financing, to the extent the Lenders participating
in such Incremental Term Loans or Incremental Revolving Commitment Increase agree, this clause (ii) shall require only customary
“specified representations” and “acquisition agreement representations” requested by the applicable Incremental
Lenders;
(iii) after
giving Pro Forma Effect to the establishment of any Incremental Revolving Commitment Increase or Incremental Term Commitment, the incurrence
of any Loans thereunder and the use of the proceeds thereof and all transactions in connection therewith, and assuming that the full amount
of such Incremental Revolving Commitment Increases and/or Incremental Term Commitments shall have been funded as Loans on such date, the
Borrowers shall be in Pro Forma Compliance with each Financial Maintenance Covenant, recomputed as of the last day of the most recently
ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b);
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(iv) the
applicable Borrower shall make any payments required to be made pursuant to Section 2.16 in connection with such Incremental Term
Commitments or Incremental Revolving Commitment Increase and the related transactions under this Section.
Each Incremental Facility Agreement may, without the consent of any
Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the
Administrative Agent, to give effect to the provisions of this Section 2.21.
(d) Upon
the effectiveness of an Incremental Term Commitment or Incremental Revolving Commitment Increase of any Incremental Lender, (i) such
Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Class)
hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Commitments
and Loans of the applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or
Lenders in respect of Commitments and Loans of the applicable Class) hereunder and under the other Loan Documents, and (ii) in the
case of any Incremental Revolving Commitment Increase, (A) if the applicable Lender does not already have a Revolving Commitment,
such Incremental Revolving Commitment Increase shall constitute the Revolving Commitment of such Lender as provided in the Incremental
Facility Agreement applicable to such Incremental Revolving Commitment Increase, (B) if the applicable Lender already has a Revolving
Commitment, the Revolving Commitment of such Lender shall be increased as provided in the Incremental Facility Agreement applicable to
such Incremental Revolving Commitment Increase and (C) the Aggregate Revolving Commitment shall be increased by the amount of such
Incremental Revolving Commitment Increase, in each case, subject to further increase or reduction from time to time as set forth in the
definition of the term “Revolving Commitment.” For the avoidance of doubt, upon the effectiveness of any Incremental Revolving
Commitment Increase, the Revolving Exposure of the Revolving Lender making such Incremental Revolving Commitment Increase, and the Applicable
Percentage of all the Revolving Lenders, shall automatically be adjusted to give effect thereto.
(e) On
the date of effectiveness of any Incremental Revolving Commitment Increase, each Revolving Lender shall assign to each Revolving Lender
making such Incremental Revolving Commitment Increase, and each such Revolving Lender making such Incremental Revolving Commitment Increase
shall purchase from each Revolving Lender, at the principal amount thereof (together with accrued interest), such interests in the Revolving
Loans and participations in Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all
such assignments and purchases, such Revolving Loans and participations in Letters of Credit will be held by all the Revolving Lenders
ratably in accordance with their Applicable Percentages after giving effect to the effectiveness of such Incremental Revolving Commitment
Increase.
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(f) Subject
to the terms and conditions set forth herein and in the applicable Incremental Facility Agreement, each Lender holding an Incremental
Term Commitment of any Series shall make a loan to the applicable Borrower in an amount equal to such Incremental Term Commitment
on the date specified in such Incremental Facility Agreement.
(g) The
Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the applicable Borrower
referred to in Section 2.21(a) and of the effectiveness of any Incremental Term Commitments, in each case advising the Lenders
of the details thereof and, in the case of effectiveness of any Incremental Revolving Commitment Increase, of the Applicable Percentages
of the Revolving Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.21(e).
SECTION 2.22 Extensions
of Term Loans, Revolving Loans and Revolving Commitments.
(a) (i) The
Borrowers may, subject to and in compliance with Section 2.22(b) below, request that all or a portion of each Term Loan of
any Class (such Class, an “Existing Term Loan Class” and such Term Loans, “Existing Term Loans”)
be converted to extend the scheduled final maturity date(s) of any payment of principal with respect to all or a portion of any
principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and
to provide for other terms consistent with this Section 2.22. Prior to entering into any Extension Amendment with respect to any
Extended Term Loans, the U.S. Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such notice
to each of the Lenders of the applicable Existing Term Loan Class and which such request shall be offered equally to all such Lenders)
(a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which
terms shall be identical to the Term Loans of the Existing Term Loan Class from which they are to be extended, except that (v) the
scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of all or a portion of any principal
amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such
Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected
in Section 2.10 or in the Incremental Facility Agreement, as the case may be, with respect to the Existing Term Loan Class from
which such Extended Term Loans were extended, in each case as more particularly set forth in Section 2.22(c) below) (provided
that, for the avoidance of doubt, the Weighted Average Life to Maturity of such Extended Term Loans shall be no shorter than the Weighted
Average Life to Maturity of the Term Loans of the Existing Term Loan Class from which they are to be converted), (w)(A) the
interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue
discounts and premiums with respect to the Extended Term Loans may be different than those for the Term Loans of such Existing Term Loan
Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Term Loans in addition
to or in lieu of any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension
Amendment, (x) subject to the provisions set forth in Sections 2.10 and 2.11, the Extended Term Loans may have optional and mandatory
prepayment terms (including call protection and prepayment premiums) as may be agreed between the U.S. Borrower and the Lenders thereof;
provided that such mandatory prepayment terms shall not provide for greater than pro rata prepayment with the Existing Term Loans,
(y) the Extension Amendment may provide for other covenants and terms that apply to any period after the latest Maturity Date and
(z) the terms of any Extended Term Loans may also contain other differences from the Existing Term Loan Class from which they
are to be extended as are approved by the Administrative Agent, acting reasonably, so long as such differences are not material and not
adverse to the Lenders of such Existing Term Loan Class. No Lender shall have any obligation to agree to have any of its Term Loans converted
into Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Series shall constitute
a separate Class of Term Loans from the Existing Term Loan Class of Term Loans from which they were converted.
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(ii) The
Borrower Representative may, subject to and in compliance with Section 2.22(b) below, request that all or a portion of the Revolving
Commitments and/or Extended Revolving Commitments of any Class existing at the time of such request (each, an “Existing
Revolving Commitment” and any related Revolving Loans under any such facility, “Existing Revolving Loans”;
each Existing Revolving Commitment and related Existing Revolving Loans together being referred to as an “Existing Revolving
Class”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal
with respect to all or a portion of any principal amount of Loans related to such Existing Revolving Commitments (any such Existing Revolving
Commitments which have been so extended, “Extended Revolving Commitments” and any related Loans, “Extended
Revolving Loans”; each Extended Revolving Commitment and related Extended Revolving Loans together an “Extended Revolving
Class”) and to provide for other terms consistent with this Section 2.22. Prior to entering into any Extension Amendment
with respect to any Extended Revolving Commitments, the Borrower Representative shall provide written notice to the Administrative Agent
(who shall provide a copy of such notice to each of the Lenders of the applicable Class of Existing Revolving Commitments and which
such request shall be offered equally to all such Lenders) (a “Revolving Extension Request”) setting forth the proposed
terms of the Extended Revolving Commitments to be established thereunder, which terms shall be identical to those applicable to the Existing
Revolving Commitments from which they are to be extended except that (w) all or any of the final maturity dates of such Extended
Revolving Commitments may be delayed to later dates than the final maturity dates of such Existing Revolving Class, (x)(A) the interest
rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended
Revolving Commitments may be different than those for such Existing Revolving Class and/or (B) additional fees and/or premiums
may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any of the items contemplated
by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (y)(A) the undrawn revolving
commitment fee rate with respect to such Extended Revolving Class may be different than such rate for such Existing Revolving Class and
(B) the Extension Amendment may provide for other covenants and terms that apply to any period after the latest Maturity Date and
(z) the terms of any Extended Revolving Commitments may also contain other differences from the Class of Existing Revolving
Commitments from which they are to be extended as are approved by the Administrative Agent, acting reasonably, so long as such differences
are not material and not adverse to the Lenders of such Existing Revolving Commitment Class; provided that, notwithstanding anything
to the contrary in this Section 2.22 or otherwise, (1) the borrowing and repayment (other than in connection with a permanent
repayment and termination of commitments, including at maturity of non-extended Revolving Commitments) of Loans with respect to any Extended
Revolving Class shall be made on a pro rata basis with any borrowings and repayments of the Existing Revolving Loans of the Class of
Existing Revolving Commitments from which they were extended (the mechanics for which may be implemented through the applicable Extension
Amendment and may include technical changes related to the borrowing, replacement letter of credit and swingline procedures of such Existing
Revolving Commitment Class), (2) assignments and participations of Extended Revolving Commitments and Extended Revolving Loans shall
be governed by the same assignment and participation provisions applicable to Existing Revolving Classes set forth in Section 9.04
and (3) subject to Section 2.08(b), permanent repayments of Extended Revolving Loans (and corresponding permanent reductions
in the related Extended Revolving Commitments) shall be permitted as may be agreed between the applicable Borrower and the Lenders thereof.
No Lender shall have any obligation to agree to have any of its Revolving Loans or Revolving Commitments of any Existing Revolving Class converted
into Extended Revolving Loans or Extended Revolving Commitments pursuant to any Extension Request. Any Extended Revolving Commitments
of any Extension Series shall constitute a separate Class of Revolving Commitments from the Existing Revolving Commitments of
the Existing Revolving Class from which they were converted and from any other Existing Revolving Commitments (together with any
other Extended Revolving Commitments so established on such date).
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(b) The
Borrower Representative shall provide the applicable Extension Request at least 15 Business Days (or such shorter period as the Administrative
Agent may determine in its reasonable discretion) prior to the expected date of any Extension Amendment, and shall agree to such procedures,
if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purpose
of this Section 2.22. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Existing Term Loans
or Revolving Commitments (or any earlier Extended Revolving Commitments) of an Existing Revolving Class subject to such Extension
Request converted into Extended Term Loans or Extended Revolving Commitments, as applicable, shall, within 10 Business Days (or such longer
period as the U.S. Borrower may specify) of receipt of such Extension Request, notify the Administrative Agent (an “Extension Election”)
of the amount of its Term Loans and/or Revolving Commitments of the Existing Class or Existing Classes subject to such Extension
Request that it has elected to convert into Extended Term Loans or Extended Revolving Commitments, as applicable (subject to any minimum
denomination requirements imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans or Revolving Commitments
of the Existing Class subject to Extension Elections exceeds the amount of Extended Term Loans or Extended Revolving Commitments,
as applicable, requested pursuant to the Extension Request, Term Loans or Revolving Commitments of the Existing Class or Existing
Classes shall be converted to Extended Term Loans or Extended Revolving Commitments, as applicable, on a pro rata basis based on the amount
of Term Loans or Revolving Commitments included in each such Extension Election (subject to rounding). Notwithstanding the conversion
of any Existing Revolving Commitment into an Extended Revolving Commitment, such Extended Revolving Commitment shall be treated identically
to all other Revolving Commitments for purposes of the obligations of a Revolving Lender in respect of Swingline Loans under Section 2.04
and Letters of Credit under Section 2.05, except that the applicable Extension Amendment may provide that the date on which the Swingline
Loan has to be repaid and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swingline
Loans and issue Letters of Credit may be continued (pursuant to mechanics to be specified in the applicable Extension Amendment) so long
as the applicable Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions (it being understood
that no consent of any other Lender shall be required in connection with any such extension).
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(c) Extended
Term Loans or Extended Revolving Commitments, as applicable, shall be established pursuant to an amendment (an “Extension Amendment”)
to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.22(c) and
notwithstanding anything to the contrary set forth in Section 9.02, shall not require the consent of any Lender other than the Extending
Lenders with respect to the Extended Term Loans or Extended Revolving Commitments, as applicable, established thereby) executed by the
Loan Parties, the Administrative Agent and the Extending Lenders. In addition to any terms and changes required or permitted by Section 2.22(a),
each Extension Amendment (i) shall amend the scheduled amortization payments pursuant to Section 2.10 or the applicable Incremental
Facility Agreement with respect to the Existing Class of Term Loans from which the Extended Term Loans were converted to reduce each
scheduled repayment amount for the Existing Term Loan Class in the same proportion as the amount of Term Loans of the Existing Term
Loan Class is to be converted pursuant to such Extension Amendment (it being understood that the amount of any repayment amount payable
with respect to any individual Term Loan of such Existing Class that is not an Extended Term Loan shall not be reduced as a result
thereof) and (ii) may amend this Agreement to ensure ratable participation in Letters of Credit and Swingline Loans between Extended
Revolving Commitments and Existing Revolving Commitments. Notwithstanding anything to the contrary in this Section 2.22 and without
limiting the generality or applicability of Section 9.02 to any Section 2.22 Additional Amendments, any Extension Amendment
may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional
amendment, a “Section 2.22 Additional Amendment”) to this Agreement and the other Loan Documents; provided
that such Section 2.22 Additional Amendments do not become effective prior to the time that such Section 2.22 Additional Amendments
have been consented to (including, pursuant to (i) consents applicable to holders of Incremental Term Loans and Incremental Revolving
Commitment Increases provided for in any Incremental Facility Agreement and (ii) consents applicable to holders of any Extended Term
Loans or Extended Revolving Commitments provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties
(if any) as may be required in order for such Section 2.22 Additional Amendments to become effective in accordance with Section 9.02.
It is understood and agreed that each Lender hereunder has consented, and shall at the effective time thereof be deemed to consent to
each amendment to this Agreement and the other Loan Documents authorized by this Section 2.22 and the arrangements described above
in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Section 2.22
Additional Amendment. In connection with any Extension Amendment, the Borrower Representative shall deliver an opinion of counsel reasonably
acceptable to the Administrative Agent (i) as to the enforceability of such Extension Amendment, this Agreement as amended thereby,
and such of the other Loan Documents (if any) as may be amended thereby (in the case of such other Loan Documents as contemplated by the
immediately preceding sentence) and (ii) covering such other matters as the Administrative Agent may reasonably request in connection
therewith.
(d) Notwithstanding
anything to the contrary contained in this Agreement, (i) on any date on which any Existing Class is converted to extend the
related scheduled maturity date(s) in accordance with paragraph (a) above (an “Extension Date”), (x) in
the case of the Existing Term Loans of each Extending Lender, the aggregate principal amount of such Existing Term Loans shall be deemed
reduced by an amount equal to the aggregate principal amount of Extended Term Loans so converted by such Lender on such date, and the
Extended Term Loans shall be established as a separate Class of Term Loans (together with any other Extended Term Loans so established
on such date), and (y) in the case of the Existing Revolving Commitments of each Extending Lender, the aggregate principal amount
of such corresponding Existing Revolving Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended
Revolving Commitments so converted by such Lender on such date (and any related participations shall be reduced proportionately), and
such Extended Revolving Commitments shall be established as a separate Class of Revolving Commitments from the corresponding Existing
Revolving Commitment Class and from any other Existing Revolving Commitments (together with any other Extended Revolving Commitments
so established on such date) and (ii) if, on any Extension Date, any Loans of any Extending Lender are outstanding under an applicable
Extended Revolving Commitment, such Loans shall be deemed to be allocated as Extended Revolving Loans and Existing Revolving Loans in
the same proportion as such Extending Lender’s Existing Revolving Commitments to Extended Revolving Commitments.
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(e) In
the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given Extension
Series or the Extended Revolving Commitments of a given Extension Series, in each case to a given Lender, was incorrectly determined
as a result of manifest administrative error in the receipt and processing of an Extension Election timely submitted by such Lender in
accordance with the procedures set forth in the applicable Extension Amendment, then the Administrative Agent, the Borrowers and such
affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an
amendment to this Agreement and the other Loan Documents (each, a “Corrective Extension Amendment”) within 15 days
following the effective date of such Extension Amendment, as the case may be, which Corrective Extension Amendment shall (i) provide
for the conversion and extension of Term Loans under the Existing Term Loan Class or Existing Revolving Commitments (and related
Revolving Exposure), as the case may be, in such amount as is required to cause such Lender to hold Extended Term Loans or Extended Revolving
Commitments (and related Revolving Exposure) of the applicable Extension Series into which such other Term Loans or Revolving Commitments
were initially converted, as the case may be, in the amount such Lender would have held had such administrative error not occurred and
had such Lender received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such
Extension Amendment, in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent,
the Borrowers and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Extension
Amendment described in Section 2.22(c)), and (iii) effect such other amendments of the type (with appropriate reference and
nomenclature changes) described in the penultimate sentence of Section 2.22(c).
(f) No
exchange or conversion of Loans or Commitments pursuant to any Extension Amendment in accordance with this Section 2.22 shall constitute
a voluntary or mandatory payment or prepayment for purposes of this Agreement.
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SECTION 2.23 Loan
Repurchases.
(a) Subject
to the terms and conditions set forth or referred to below, the U.S. Borrower may from time to time, at its discretion, conduct modified
Dutch auctions to make Purchase Offers, each such Purchase Offer to be managed exclusively by J.P. Morgan Securities LLC or another investment
bank of recognized standing selected by the U.S. Borrower following consultation with the Administrative Agent (in such capacity, the
“Auction Manager”), so long as the following conditions are satisfied:
(i) each
Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.23 and the
Auction Procedures;
(ii) no
Default or Event of Default shall have occurred and be continuing on the date of the delivery of each Auction Notice and at the time of
purchase of any Term Loans in connection with any Purchase Offer;
(iii) the
minimum principal amount (calculated on the face amount thereof) of Term Loans that the U.S. Borrower offers to purchase in any such Purchase
Offer shall be no less than $1,000,000 (unless another amount is agreed to by the Administrative Agent);
(iv) the
aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased
by the U.S. Borrower shall automatically be cancelled and retired by the U.S. Borrower on the settlement date of the relevant purchase
(and may not be resold);
(v) no
more than one Purchase Offer with respect to any Class may be ongoing at any one time and no more than four Purchase Offers (regardless
of Class) may be made in any one year;
(vi) no
purchase of any Term Loans in connection with any Purchase Offer may be financed using the proceeds of any Revolving Borrowing; and
(vii) at
the time of each purchase of Term Loans through a Purchase Offer, the U.S. Borrower shall have delivered to the Auction Manager an officer’s
certificate of a Financial Officer certifying as to compliance with preceding clause (ii).
(b) The
U.S. Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required
to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the U.S.
Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of
the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the U.S. Borrower reasonably
believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase
Offer shall be satisfied, then the U.S. Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a
result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise
would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default
hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the U.S. Borrower pursuant to this Section 2.23,
(x) the U.S. Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent
otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up
to the settlement date of such purchase and (y) such purchases (and the payments made by the U.S. Borrower and the cancellation of
the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes
of Section 2.11 or any other provision hereof.
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(c) The
Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance
with the terms of this Section 2.23 (provided that no Lender shall have an obligation to participate in any such Purchase
Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Section 2.18 and Section 9.04 will not
apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.23.
The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII
and Article IX to the same extent as if each reference therein to the “Administrative Agent” were a reference to the
Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager
in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.
SECTION 2.24 Illegality.
If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after
the Second Amendment and Restatement Effective Date that it is unlawful, for any Lender or its applicable lending office to perform any
of its obligations hereunder or make, maintain or fund or charge interest with respect to any Loan or to determine or charge interest
rates based upon the Term SOFR Rate, the EURIBOR Rate, the Daily Simple SONIA, the Daily Simple ESTR or any Governmental Authority has
imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable
offshore interbank market, then, on notice thereof by such Lender to the Borrower Representative through the Administrative Agent, (i) any
obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Loan or continue Term Benchmark
Loans or RFR Loans or to convert ABR Loans to Term Benchmark Loans shall be suspended, and (ii) if such notice asserts the illegality
of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Term SOFR Rate component
of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined
by the Administrative Agent without reference to the Term SOFR Rate component of the Alternate Base Rate, in each case until such Lender
notifies the Administrative Agent and the Borrower Representative that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, (x) the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent),
prepay or, if applicable, convert all Term Benchmark Loans and/or RFR Loans, as applicable, of such Lender to ABR Loans (the interest
rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without
reference to the Term SOFR Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such
Lender may lawfully continue to maintain such Term Benchmark Loans or RFR Loans, as applicable to such day, or immediately, if such Lender
may not lawfully continue to maintain such Term Benchmark Loans or RFR Loans and (y) if such notice asserts the illegality of such
Lender determining or charging interest rates based upon the Term SOFR Rate, the Administrative Agent shall during the period of such
suspension compute the Alternate Base Rate applicable to such Lender without reference to the Term SOFR Rate component thereof until
the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest
rates based upon the Term SOFR Rate. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount
so prepaid or converted.
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ARTICLE III
Representations and Warranties
The Borrowers represent and warrant to the Lenders on the Second Amendment
and Restatement Effective Date and on each other date on which representations and warranties are made or deemed made hereunder that:
SECTION 3.01 Organization;
Powers. The U.S. Borrower and each Restricted Subsidiary (i) is duly organized, validly existing and (to the extent the concept
is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all power and authority
and all material Governmental Approvals required for the ownership and operation of its properties and the conduct of its business as
now conducted and (ii) is qualified to do business, and is in good standing, in every jurisdiction where such qualification is required,
except, in each case (other than in the case of the Borrowers), where the failure to do so, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect.
SECTION 3.02 Authorization;
Enforceability. The Financing Transactions to be entered into by each Loan Party are within such Loan Party’s corporate or
other organizational powers and have been duly authorized by all necessary corporate or other organizational and, if required, stockholder
or other equityholder action of each Loan Party. This Agreement has been duly executed and delivered by the U.S. Borrower and constitutes,
and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute,
a legal, valid and binding obligation of the U.S. Borrower or such Loan Party, as the case may be, enforceable against it in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights
generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
SECTION 3.03 Governmental
Approvals; Absence of Conflicts. The Financing Transactions (a) do not require any material consent or approval of, registration
or filing with or any other action by any Governmental Authority, except (i) such as have been or substantially contemporaneously
with the initial funding of Loans on the Initial Funding Date will be obtained or made and are (or will so be) in full force and effect
and (ii) filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any material Requirements
of Law, including any material order of any Governmental Authority, (c) will not violate the Organizational Documents of the U.S.
Borrower or any Restricted Subsidiary, (d) except as would not reasonably be expected to result in a Material Adverse Effect, will
not violate or result (alone or with notice or lapse of time, or both) in a default under any indenture or other material agreement or
material instrument binding upon the U.S. Borrower or any Restricted Subsidiary or any of their assets, or give rise to a right thereunder
to require any payment, repurchase or redemption to be made by the U.S. Borrower or any Restricted Subsidiary, or give rise to a right
of, or result in, any termination, cancellation, acceleration or right of renegotiation of any obligation thereunder, and (e) except
for Liens created under the Loan Documents, will not result in the creation or imposition of any Lien (other than any Permitted Lien)
on any asset of the U.S. Borrower or any Restricted Subsidiary.
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SECTION 3.04 Financial
Condition; No Material Adverse Change.
(a) The
U.S. Borrower has heretofore furnished to the Administrative Agent consolidated balance sheets of the U.S. Borrower as at December 31,
2014 and December 31, 2013 and related statements of income, stockholders’ equity and cash flows of the U.S. Borrower for
the fiscal years ended at December 31, 2014, December 31, 2013 and December 31, 2012 audited by and accompanied by the
opinion of PricewaterhouseCoopers LLP, independent registered public accounting firm. Such financial statements present fairly, in all
material respects, the financial position, results of operations and cash flows of the U.S. Borrower and its consolidated Restricted
Subsidiaries as of such dates and for such periods in accordance with GAAP except as otherwise expressly noted therein.
(b) The
U.S. Borrower has heretofore furnished to the Administrative Agent unaudited consolidated balance sheets of the U.S. Borrower as at March 31,
2015, June 30, 2015 and September 30, 2015 and related statements of income, stockholders’ equity and cash flows of the
U.S. Borrower for the fiscal quarters ended at March 31, 2015, June 30, 2015 and September 30, 2015. Such financial statements
present fairly, in all material respects, the financial position, results of operations and cash flows of the U.S. Borrower and its consolidated
Restricted Subsidiaries as of such dates and for such periods in accordance with GAAP, except as otherwise expressly noted therein and
subject to changes resulting from normal year-end audit adjustments and the absence of footnotes.
(c) The
U.S. Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet of the U.S. Borrower and the
Restricted Subsidiaries as at the end of, and related pro forma statements of income of the U.S. Borrower for, the period ended September 30,
2015, prepared giving effect to the Transactions as if the Transactions had occurred on such date (in the case of such balance sheet)
or at the beginning of such period (in the case of such statements of income) (the “Pro Forma Financial Statements”).
The Pro Forma Financial Statements (i) have been prepared by the U.S. Borrower in good faith, based on assumptions believed by the
U.S. Borrower on the Signing Date and the Initial Funding Date to be reasonable, (ii) are believed by the U.S. Borrower to be based
on the best information reasonably available to the U.S. Borrower as of the date of delivery thereof after due inquiry, (iii) accurately
reflect in all material respects all adjustments necessary to give effect to the Transactions and (iv) present fairly, in all material
respects, the pro forma financial position of the U.S. Borrower and its consolidated Restricted Subsidiaries as of such date as if the
Transactions had occurred on such date; provided that no representation is being made by the U.S. Borrower that the Pro Forma
Financial Statement have been prepared in compliance with Regulation S-X of the Securities Act or include adjustments for purchase accounting
(including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business
Combinations (formerly SFAS 141R)).
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(d) Since
December 31, 2025, there has been no event or condition that has resulted, or would reasonably be expected to result, in a Material
Adverse Effect.
SECTION 3.05 Properties.
(a) The
U.S. Borrower and each Restricted Subsidiary has good title to, or valid leasehold interests in, or easements, licenses or other limited
property interests sufficient for its use thereof in, all its property material to its business (other than Intellectual Property, which
is described in Section 3.05(b)), except for minor defects in title that do not interfere with its ability to conduct its business
as currently conducted or to utilize such properties for their intended purposes and except where the failure to have such title, leasehold
interest, easement, license or other limited property interest, individually or in the aggregate, would not reasonably be expected to
have a Material Adverse Effect.
(b) The
U.S. Borrower and each Restricted Subsidiary owns or has the right to use, all patents, trademarks, copyrights, licenses, technology,
software, domain names, confidential proprietary databases and other Intellectual Property that is necessary for the conduct of its business
as currently conducted, except to the extent any such failure to own or have the right to use such patents, trademarks, copyrights, licenses,
technology, software, domain names, confidential proprietary databases and other Intellectual Property, in each case, individually or
in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided that this representation shall
not be construed as a representation of non-infringement of Intellectual Property, which is addressed in the next sentence of this Section 3.05(b).
To the knowledge of the U.S. Borrower and the Restricted Subsidiaries, no patents, trademarks, copyrights, licenses, technology, software,
domain names, confidential proprietary databases or other Intellectual Property used by the U.S. Borrower or any Restricted Subsidiary
in the operation of its business infringes upon the rights of any other Person, except for any such infringements that, individually or
in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. No claim or litigation regarding any patents,
trademarks, copyrights, licenses, technology, software, domain names, confidential proprietary databases or other Intellectual Property
owned or used by the U.S. Borrower or any Restricted Subsidiary is pending or, to the knowledge of the U.S. Borrower or any Restricted
Subsidiary, threatened against the U.S. Borrower or any Restricted Subsidiary that, individually or in the aggregate, would reasonably
be expected to result in a Material Adverse Effect. As of the Initial Funding Date, each patent, trademark, copyright, license, technology,
software, domain name, confidential proprietary database or other Intellectual Property that, individually or in the aggregate, is material
to the business of the U.S. Borrower and the Restricted Subsidiaries (or to the business of the U.S. Borrower and the Domestic Subsidiaries)
is owned by or licensed to the U.S. Borrower or another Loan Party.
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SECTION 3.06 Litigation
and Environmental Matters.
(a) There
are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the
U.S. Borrower or any Restricted Subsidiary, threatened in writing against or affecting the U.S. Borrower or any Restricted Subsidiary
that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (except as set forth on Schedule
3.06(a)).
(b) Except
with respect to any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect or as otherwise set forth on Schedule 3.06(b), none of the U.S. Borrower or any Restricted Subsidiary (i) has failed to comply
with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental
Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to
any Environmental Liability or (iv) knows of any basis reasonably likely to result in Environmental Liability.
SECTION 3.07 Compliance
with Laws. The U.S. Borrower and each Restricted Subsidiary is in compliance with all laws, including all orders of Governmental
Authorities, applicable to it or its property, except where the failure to comply, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect.
SECTION 3.08 Investment
Company Status. None of the U.S. Borrower or any Restricted Subsidiary is an “investment company,” or is controlled by
“investment companies,” as defined in, or subject to regulation under, the Investment Company Act of 1940.
SECTION 3.09 Taxes.
The U.S. Borrower and each Restricted Subsidiary has timely filed or caused to be filed all Tax returns and reports required to have
been filed and has paid or caused to be paid all Taxes required to have been paid by it (including in its capacity as a withholding agent),
except where (a) (i) the validity or amount thereof is being contested in good faith by appropriate proceedings and (ii) the
U.S. Borrower or such Restricted Subsidiary, as applicable, has set aside on its books reserves with respect thereto to the extent required
by GAAP or (b) the failure to do so would not, individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect.
SECTION 3.10 ERISA;
Labor Matters.
(a) No
ERISA Events have occurred or are reasonably expected to occur that would, in the aggregate, reasonably be expected to result in a Material
Adverse Effect. Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect,
(i) each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws and, in each case,
the regulations thereunder, (ii) no Plan has failed to satisfy its “minimum funding standard” (as defined in Section 412
of the Code or Section 302 of ERISA), whether or not waived, (iii) neither the U.S. Borrower nor any ERISA Affiliate has incurred,
or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Plan (other than premiums due and not delinquent
under Section 4007 of ERISA), (iv) neither the U.S. Borrower nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such
liability) under Sections 4201 of ERISA with respect to a Multiemployer Plan and (v) neither the U.S. Borrower nor any ERISA Affiliate
has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. The present value of all accumulated
benefit obligations under each Plan (in each case based on the assumptions used for purposes of Accounting Standards Codification Topic
715), did not, individually or in the aggregate, as of the date of the most recent financial statements reflecting such amounts, exceed
the fair market value of the assets of each Plan or of all underfunded Plans (as applicable) by an amount that, if required to be paid
as of such date by the U.S. Borrower or its ERISA Affiliates, would reasonably be expected to result in a Material Adverse Effect.
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(b) As
of the Signing Date and the Initial Funding Date, there are no strikes, lockouts or slowdowns against the U.S. Borrower or any Restricted
Subsidiary pending or, to their knowledge, threatened, that have had, or would reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect. The hours worked by and payments made to employees of the U.S. Borrower and the Restricted Subsidiaries
have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, local or foreign law relating to such
matters, except for any violation or violations that, individually or in the aggregate, would not reasonably be expected to have a Material
Adverse Effect. All payments due from the U.S. Borrower or any Restricted Subsidiary, or for which any claim may be made against the
U.S. Borrower or any Restricted Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been
paid or accrued as liabilities on the books of the U.S. Borrower or such Restricted Subsidiary, except for any failure to pay or accrete
that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
(c) As
of the Second Amendment and Restatement Effective Date, the U.S. Borrower and each Restricted Subsidiary is not and will not be (1) an
employee benefit plan subject to ERISA, (2) a plan or account subject to Section 4975 of the Code; (3) an entity deemed
to constitute “plan assets” of any such plans or accounts for purposes of ERISA or the Code; or (4) a “governmental
plan” within the meaning of ERISA.
SECTION 3.11 Subsidiaries
and Joint Ventures; Disqualified Equity Interests.
(a) Schedule 3.11A
sets forth, as of the Second Amendment and Restatement Effective Date, the name and jurisdiction of organization of, and the percentage
of each class of Equity Interests owned by the U.S. Borrower or any Subsidiary in, (a) each Subsidiary and (b) each joint venture
in which the U.S. Borrower or any Subsidiary owns any Equity Interests, and identifies each Excluded Subsidiary and each Unrestricted
Subsidiary. The Equity Interests in each wholly-owned Restricted Subsidiary have been duly authorized and validly issued and are fully
paid and non-assessable. Except as set forth on Schedule 3.11A, as of the Second Amendment and Restatement Effective Date, there
is no existing option, warrant, call, right, commitment or other agreement to which the U.S. Borrower or any Restricted Subsidiary is
a party requiring, and there are no Equity Interests in any Restricted Subsidiary outstanding that upon exercise, conversion or exchange
would require, the issuance by any Restricted Subsidiary of any additional Equity Interests or other securities exercisable for, convertible
into, exchangeable for or evidencing the right to subscribe for or purchase any Equity Interests in any Restricted Subsidiary.
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(b) Schedule 3.11B
sets forth, as of the Second Amendment and Restatement Effective Date, all outstanding Disqualified Equity Interests, if any, in the
U.S. Borrower or any Restricted Subsidiary, including the number, date of issuance and the record holder of such Disqualified Equity
Interests.
SECTION 3.12 Insurance.
Schedule 3.12 sets forth a description of each material policy of insurance maintained by or on behalf of the U.S. Borrower and
the Restricted Subsidiaries as of the Second Amendment and Restatement Effective Date.
SECTION 3.13 Solvency.
(a) On
each of the Initial Funding Date and the Spin-Off Date on a pro forma basis after giving effect to the Transactions, and giving effect
to the rights of subrogation and contribution under the Collateral Agreement, the U.S. Borrower and its Restricted Subsidiaries, on a
consolidated basis, are Solvent.
(b) No
Belgian Insolvency Event has occurred with respect to any Belgian Loan Party.
SECTION 3.14 Disclosure.
As of the Second Amendment and Restatement Effective Date, the written reports, financial statements, certificates and other written
information furnished by or on behalf of the U.S. Borrower or any Subsidiary to the Administrative Agent, any Arranger or any Lender
in connection with the negotiation of this Agreement or any other Loan Document executed on the Second Amendment and Restatement Effective
Date (as modified or supplemented by other information so furnished), when taken as a whole, and excluding any Projections (as defined
below), forward-looking information and any information of a general economic or industry specific nature, do not contain any material
misstatement of material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not materially misleading. All written financial projections concerning the U.S. Borrower and its Subsidiaries
that have been furnished by or on behalf of the U.S. Borrower or any Subsidiary to the Administrative Agent, any Arranger or any Lender
in connection with the negotiation of this Agreement or any other Loan Document with respect to the Transactions (the “Projections”)
were prepared in good faith based upon assumptions believed by the U.S. Borrower to be reasonable at the time made and at the time so
furnished (it being understood that (i) such forecasts and projections are as to future events and are not to be viewed as facts
and (ii) actual results during the period or periods covered by any such forecasts and projections may differ significantly from
the projected results and such differences may be material).
SECTION 3.15 Collateral
Matters.
(a) The
U.S. Collateral Agreement, upon execution and delivery thereof by the parties thereto and effectiveness thereof, will create in favor
of the Administrative Agent, for the benefit of the applicable Secured Parties, a valid and enforceable security interest in the Collateral
described therein (subject to any limitations specified therein) and (i) when the Collateral described therein constituting certificated
securities (as defined in the Uniform Commercial Code) is delivered to the Administrative Agent, together with instruments of transfer
duly endorsed in blank, the security interest created under the U.S. Collateral Agreement will constitute a fully perfected security
interest in all right, title and interest of the pledgors thereunder in such Collateral (subject to any limitations specified therein)
to the extent perfection of such security interest can be perfected by control of securities, prior and superior in right to any other
Person, but subject to Liens permitted by Section 6.02, and (ii) when financing statements in appropriate form are filed in
the applicable filing offices, the security interest created under the U.S. Collateral Agreement will constitute a fully perfected security
interest in all right, title and interest of the Loan Parties in the remaining Collateral described therein (subject to any limitations
specified therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements in such filing offices,
prior and superior to the rights of any other Person, but subject to Liens permitted under Section 6.02.
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(b) [Reserved].
(c) Upon
the recordation of the IP Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office,
as applicable, and the filing of the financing statements referred to in paragraph (a) of this Section 3.15, the security interest
created under the U.S. Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the
Loan Parties in the Intellectual Property (as defined in the U.S. Collateral Agreement) in which a security interest may be perfected
by filing or recording in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens
permitted under Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office or
the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired or developed
by the Loan Parties after the Initial Funding Date).
(d)
(i) The
U.S. Borrower represents in respect of each Security Document entered into by any Loan Party organized in the United States other than
any Security Document referred to in the preceding paragraphs of this Section 3.15,
(ii) the
Belgian Borrower represents in respect of the Belgian Collateral Documents, and
(iii) the
U.K. Borrower represents in respect of the U.K. Security Agreements:
that, upon execution and delivery thereof by the parties thereto and
the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor
of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable Lien in the Collateral subject thereto and
such Liens constitute perfected and continuing Liens on the Collateral, securing the Obligations, enforceable against the Loan Parties
and all third parties, and in each case having priority over all other Liens on the Collateral except in the case of (a) Liens permitted
under Section 6.02, to the extent any such Lien would have priority over the Liens in favor of the Administrative Agent pursuant
to any applicable law or agreement and (b) Liens perfected only by control or possession to the extent the Administrative Agent has
not obtained or does not maintain control or possession of such Collateral.
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SECTION 3.16 Federal
Reserve Regulations; Use of Proceeds. None of the U.S. Borrower or any Restricted Subsidiary is engaged or will engage, principally
or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U of
the Board of Governors), or extending credit for the purpose of purchasing or carrying margin stock. No part of the proceeds of the Loans
will be used, directly or indirectly, for any purpose that entails a violation (including on the part of any Lender) of any of the regulations
of the Board of Governors, including Regulations U and X. The proceeds of the Loans and Letters of Credit will be used in compliance
with Section 5.11.
SECTION 3.17 SME
Status; Centre of Main Interests.
(a) The
Belgian Borrower is not a small or medium-sized enterprise within the meaning of the Belgian Act of 21 December 2013 concerning
various provisions regarding the financing of small and medium-sized enterprises, and it is not subject to the provisions of such Act.
(b) For
the purposes of the European Union Regulation, each Belgian Loan Party’s centre of main interests (as that term is used in Article 3(1) of
the European Union Regulation) is situated in its jurisdiction of incorporation and it has no “establishment” (as that term
is used in Article 2(h) of the European Union Regulation) in any other jurisdiction.
(c) For
purposes of Regulation (EU) 20151/848 of the European Parliament and the Council of 20 May 2015 on insolvency proceedings (recast),
as retained in English law and amended by the Insolvency (Amendment) (EU Exit) Regulations 2019 (SI 2019/146) (the “Recast Insolvency
Regulation”), the centre of main interests (as that term is used in Article 3(1) of the European Union Regulation)
of the U.K. Borrower is situated in England and the U.K. Borrower does not have an “establishment” (as that term is defined
in Article 2(10) of the Recast Insolvency Regulation), in any other jurisdiction.
SECTION 3.18 Anti-Corruption
Laws and Sanctions and Export Controls. The Borrowers have implemented and maintain in effect policies and procedures reasonably
designed to ensure compliance by the Borrowers, their Subsidiaries and their respective directors, officers, employees and agents while
acting on behalf of the Borrowers or their Subsidiaries with Anti-Corruption Laws, Export Controls the USA PATRIOT Act and other anti-money
laundering rules and regulations and applicable Sanctions. The Borrowers, their Subsidiaries and to the knowledge of the Borrowers,
their respective officers, employees, directors and agents, are in compliance with (i) Anti-Corruption Laws, Export Controls in
all material respects, (ii) the USA PATRIOT Act and, in all material respects, other anti-money laundering rules and regulations,
and (iii) Sanctions applicable to any party hereto. None of (a) the Borrowers, any Subsidiary or, to the knowledge of the Borrowers
or such Subsidiary, any of their respective directors, officers or employees or (b) to the knowledge of the Borrowers, any agent
of any Borrower or Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby,
is a Sanctioned Person. The representations in this Section 3.18 shall apply only to persons for the benefit of the Lenders,
if and to the extent that giving, complying with or receiving the benefit of (as applicable) such representation would not breach of
any provision of Section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung) or Council Regulation
(EC) No 2271/1996 of 22 November 1996, as amended, protecting against the effects of the extra-territorial application of legislation
adopted by a third country, and actions based thereon or resulting therefrom (the "Blocking Regulation") (or any law
or regulation implementing such Blocking Regulation in any member state of the European Union or any similar blocking or anti-boycott
law in the United Kingdom). For the avoidance of any doubt, nothing in this Section 3.18 is intended or should be interpreted
or construed, as inducing any party to act in a manner that would be in breach of any provision of the Blocking Regulation.
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SECTION 3.19 EEA
Financial Institutions. No Loan Party is an EEA Financial Institution.
ARTICLE IV
Conditions
SECTION 4.01 Signing
Date. The parties hereto acknowledge and agree that the Signing Date previously occurred following the satisfaction (or waiver in
accordance with Section 9.02) of the following conditions:
(a) The
Administrative Agent shall have received from each party hereto (other than the Belgian Borrower) either (i) a counterpart of this
Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile
transmission or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this
Agreement.
(b) The
Administrative Agent shall have received a completed Perfection Certificate dated the Signing Date and signed by an Authorized Officer
of the U.S. Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial
Code (or equivalent) filings made with respect to the Borrowers and their Designated Subsidiaries in their respective jurisdictions or
organization and such other lien searches as requested by the Administrative Agent.
(c) The
Administrative Agent, the Lenders and the Arrangers shall have received all documentation and other information about the Loan Parties
as has been reasonably requested by the Administrative Agent or any Lender or Arranger in writing at least 10 days prior to the Signing
Date and that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including without limitation the USA PATRIOT Act.
(d) The
Administrative Agent shall have received (i) true and complete copies of the Organizational Documents of each Person that is a Loan
Party as of the Signing Date and a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent,
of the Board of Directors or other governing body, as applicable, of each Person that is a Loan Party as of the Signing Date (or a duly
authorized committee thereof) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating
thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, together with such certificates
relating to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction
of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably
request and (ii) a certificate of each Person that is a Loan Party as of the Signing Date, dated the Signing Date, substantially
in the form of Exhibit M hereto or otherwise reasonably satisfactory to the Administrative Agent, with appropriate insertions, executed
by an Authorized Officer of such Loan Party, and attaching the documents referred to in clause (i) above.
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SECTION 4.02 Initial
Funding Date. The parties hereto acknowledge and agree that the Initial Funding Date previously occurred following the satisfaction
(or waiver in accordance with Section 9.02) of the following conditions:
(a) [Reserved].
(b) To
the extent the Spin-Off has not occurred and will not occur substantially concurrently with the Initial Funding Date, the Administrative
Agent shall have received a Guarantee from WestRock in form and substance reasonably acceptable to the Administrative Agent (and in any
event including an automatic release of such Guarantee upon consummation of the Spin-Off).
(c) The
Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by an Authorized Officer of the U.S.
Borrower, in form and substance reasonably satisfactory to the Administrative Agent, which provides updates to information provided in
the Perfection Certificate delivered on the Signing Date and confirms that, to the extent any information provided in the Perfection Certificate
delivered on the Signing Date has not been updated, such information is true and correct as of the Initial Funding Date.
(d) On
the Initial Funding Date, the U.S. Borrower shall have a Total Leverage Ratio of no greater than 2.75 to 1.00 on a Pro Forma Basis for
the Transactions, and the Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by a Financial
Officer of the U.S. Borrower, certifying compliance with this Section 4.02(d) and setting forth reasonably detailed calculations
demonstrating such compliance; provided that, for purposes of compliance with this Section 4.02(d), (i) Consolidated
Total Debt in clause (a) of the definition of “Total Leverage Ratio” shall be calculated on a Pro Forma Basis after giving
effect to the Transactions, including all incurrences of Indebtedness constituting Consolidated Total Debt to occur on the Initial Funding
Date and (ii) Consolidated EBITDA in clause (b) of the definition of “Total Leverage Ratio” shall be for the latest
four fiscal quarters ending at least 45 days prior to the Initial Funding Date.
(e) The
Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders and the Issuing
Banks as of and dated the Initial Funding Date) of (i) Wachtell, Lipton, Rosen & Katz and (ii) other local counsel
reasonably requested by the Administrative Agent.
(f) The
Administrative Agent shall have received (i) true and complete copies of the Organizational Documents of each Person that is a Loan
Party as of the Initial Funding Date (which, for the avoidance of doubt, need not include the Belgian Borrower) and a copy of the resolutions,
in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors or other governing body, as applicable,
of each such Person that is a Loan Party as of the Initial Funding Date (or a duly authorized committee thereof) authorizing (A) the
execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party, (B) in the
case of the U.S. Borrower, the extensions of credit hereunder, and (C) the U.S. Borrower to act as the Borrower Representative under
this Agreement, together with such certificates relating to the good standing of each Person that is a Loan Party or the substantive equivalent,
if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction
as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of the Initial Funding
Date, dated the Initial Funding Date, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory to the Administrative
Agent, with appropriate insertions, executed by an Authorized Officer of such Loan Party, and attaching the documents referred to in clause (i) above.
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(g) The
Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by a Financial Officer of the U.S. Borrower,
substantially in the form of Exhibit N hereto or otherwise reasonably satisfactory to the Administrative Agent, confirming compliance
with the conditions set forth in paragraph (l) of this Section 4.02 and in paragraphs (a) and (b) of Section 4.03.
(h) All
fees and, to the extent invoiced at least three Business Days prior to the Initial Funding Date (except as otherwise reasonably agreed
by the Borrowers), reasonable out-of-pocket expenses required to be paid on the Initial Funding Date or Spin-Off Date pursuant to the
Engagement Letter, shall, upon the initial Borrowing hereunder on the Initial Funding Date, have been, or will be substantially simultaneously,
paid.
(i) The
Collateral and Guarantee Requirement shall have been satisfied (to the extent required on the Initial Funding Date) and each of the Lenders
shall have executed and delivered a counterpart to the Lender Loss Sharing Agreement; provided that to the extent that the requirements
of the Collateral and Guarantee Requirement (other than any Collateral the security interest in which may be perfected by the filing of
a Uniform Commercial Code financing statement) are not completed on or prior to the Initial Funding Date after the U.S. Borrower’s
use of commercially reasonable efforts to do so, to the extent reasonably agreed to in writing by the U.S. Borrower and the Administrative
Agent, the completion of such requirements of the Collateral and Guarantee Requirement shall not constitute a condition precedent to the
availability of the Loans on the Initial Funding Date but shall be required to be completed pursuant to Section 5.13 and Schedule
5.13 may be updated by the Administrative Agent to include such requirements.
(j) The
Administrative Agent shall have received evidence that the insurance required by Section 5.08 is in effect, together with endorsements
naming the Secured Parties and the Administrative Agent as additional insured and the Administrative Agent, for the benefit of the Secured
Parties, as loss payee thereunder, in each case as specified and to the extent required under Section 5.08 (but excluding the Belgian
Borrower, as to which Section 5.13(b) shall apply); provided that to the extent that the requirements of this Section 4.02(j) are
not completed on or prior to the Initial Funding Date after the U.S. Borrower’s use of commercially reasonable efforts to do so,
to the extent reasonably agreed to in writing by the U.S. Borrower and the Administrative Agent, the completion of such requirements shall
not constitute a condition precedent to the availability of the Loans on the Initial Funding Date but shall be required to be completed
pursuant to Section 5.13 and Schedule 5.13 may be updated by the Administrative Agent to include such requirements.
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(k) (x) The
Administrative Agent shall have received true and complete copies of any SEC Filings, it being understood that any such documents filed
with the SEC shall be deemed to have been delivered to the Administrative Agent and the Lenders and (y) the Spin-Off shall have been
consummated or the U.S. Borrower shall have delivered a certificate signed by a Financial Officer stating that the U.S. Borrower reasonably
believes that the Spin-Off will be consummated within ten (10) Business Days of the initial funding of Term Loans on the Initial
Funding Date and at or prior to the Initial Funding Date, the U.S. Borrower has acquired all of the assets of the business of the U.S.
Borrower and its Subsidiaries as described or reflected in the SEC Filings other than the Belgian Borrower and its Subsidiaries.
(l) After
giving effect to the Transactions, (i) none of the U.S. Borrower or any Restricted Subsidiary shall have outstanding any Disqualified
Equity Interest or any Indebtedness for borrowed money (other than intercompany Indebtedness), other than (A) Indebtedness incurred
under the Loan Documents, (B) short-term unsecured working capital facilities, Capital Lease Obligations and deferred purchase price
obligations, in each case incurred in the ordinary course of business by the U.S. Borrower or its Restricted Subsidiaries and (C) Indebtedness
set forth on Schedule 6.01.
(m) The
Lenders shall have received a certificate from a Financial Officer of the U.S. Borrower, substantially in the form of Exhibit K (or
other form reasonably acceptable to the Administrative Agent) confirming the solvency of the U.S. Borrower and the Subsidiaries on a consolidated
basis on the Initial Funding Date after giving effect to the Transactions.
(n) The
Borrowers shall have delivered to the Administrative Agent fully executed copies of the Specified Material Contracts to which the Borrowers
or any of its Subsidiaries is or is contemplated to be a party as of the Initial Funding Date and no default or termination, or any waiver
or amendment materially adverse to the Lenders, shall have occurred with respect thereto.
The Administrative Agent shall notify the Borrowers and the Lenders
of the Initial Funding Date, and such notice shall be conclusive and binding. For the avoidance of doubt, the obligations of the Lenders
to make Loans and of the Issuing Banks to issue Letters of Credit hereunder on the Initial Funding Date shall not become effective or
otherwise occur unless and until each of the foregoing conditions shall have been satisfied (or waived in accordance with Section 9.02).
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SECTION 4.03 Each
Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend,
renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The
representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the
representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each
case on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable,
except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation
and warranty shall be so true and correct on and as of such prior date; provided that in the case of any Incremental Term Loans
or Incremental Revolving Commitment Increases used to finance an acquisition permitted hereunder and whose consummation is not conditioned
on the availability of, or on obtaining third party financing, to the extent the Lenders participating in such Incremental Term Loans
or Incremental Revolving Commitment Increases agree, this Section 4.03(a) shall require only customary “specified representations”
and “acquisition agreement representations.”
(b) At
the time of and immediately after giving effect to any Borrowing or the issuance, amendment, renewal or extension of a Letter of Credit,
as applicable, no Default shall have occurred and be continuing.
(c) The
Administrative Agent, and, if applicable, the Issuing Banks or the Swingline Lender shall have received a Borrowing Request or a Letter
of Credit Request, as applicable, from the Borrower Representative.
On the date of any Borrowing or the issuance, amendment, renewal or
extension of any Letter of Credit, the U.S. Borrower and, (x) in the case of Loans or Borrowings requested by the Belgian Borrower,
the Belgian Borrower and (y) in the case of Loans or Borrowings requested by the U.K. Borrower, the U.K. Borrower, shall be deemed
to have represented and warranted that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied
and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate
Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component)
specified in Section 2.01, 2.04(a) or 2.05(b).
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ARTICLE V
Affirmative Covenants
Until the Commitments shall have expired or been terminated, the principal
of and interest on each Loan and all fees payable hereunder shall have been paid in full, all Letters of Credit shall have been backstopped,
novated or cash collateralized in a manner that is in form and substance satisfactory to the applicable Issuing Bank, expired or been
terminated and all LC Disbursements shall have been reimbursed, the U.S. Borrower covenants and agrees with the Lenders that:
SECTION 5.01 Financial
Statements and Other Information. The U.S. Borrower will furnish to the Administrative Agent, on behalf of each Lender:
(a) within
90 days after the end of each fiscal year of the U.S. Borrower (or, so long as the U.S. Borrower shall be subject to periodic reporting
obligations under the Exchange Act, by the date that the Annual Report on Form 10-K of the U.S. Borrower for such fiscal year would
be required to be filed under the rules and regulations of the SEC, giving effect to any extension available thereunder for the
filing of such form), its audited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows
as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the prior fiscal year, all
audited by and accompanied by the opinion of PricewaterhouseCoopers LLP or another independent registered public accounting firm of recognized
national standing (without a “going concern” or like qualification or exception, other than with respect to, or resulting
solely from (i) an upcoming maturity date under any Indebtedness, (ii) any prospective or actual default of any financial covenant
or event of default under Section 6.12 or any other financial covenant with respect to the credit facilities hereunder or any other
Indebtedness, (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary or (iv) change
in accounting principles or practices reflecting a change in GAAP, and without any qualification or exception as to the scope of such
audit) to the effect that such consolidated financial statements present fairly, in all material respects, the financial position, results
of operations and cash flows of the U.S. Borrower on a consolidated basis as of the end of and for such year in accordance with GAAP;
(b) within
45 days after the end of each of the first three fiscal quarters of each fiscal year of the U.S. Borrower (or, so long as the U.S. Borrower
shall be subject to periodic reporting obligations under the Exchange Act, by the date that the Quarterly Report on Form 10-Q of
the U.S. Borrower for such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving effect
to any extension available thereunder for the filing of such form) its consolidated balance sheet and related consolidated statements
of income and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in
each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the
end of) the prior fiscal year, all certified by a Financial Officer of the U.S. Borrower as presenting fairly, in all material respects,
the financial position, results of operations and cash flows of the U.S. Borrower on a consolidated basis as of the end of and for such
fiscal quarter and such portion of the fiscal year in accordance with GAAP, subject to changes resulting from audit and normal year-end
audit adjustments and the absence of certain footnotes;
(c) [Reserved];
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(d) within
five Business Days of each delivery of financial statements under clause (a) or (b) above, a completed Compliance Certificate
signed by a Financial Officer of the U.S. Borrower, (i) certifying as to whether a Default has occurred and, if a Default has occurred,
specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed
calculations demonstrating compliance with Section 6.12 as of the last day of the fiscal period covered by such financial statements,
(iii) stating whether any change in GAAP or in the application thereof (that could reasonably be expected to affect, in any material
respect, any financial calculations or ratios required to be determined under this Agreement) has occurred since the date of the consolidated
balance sheet of the U.S. Borrower most recently theretofore delivered under clause (a) or (b) above and, if any such change
has occurred, specifying the effect of such change on the financial statements (including those for the prior periods) accompanying such
certificate, (iv) certifying that all notices required to be provided under Sections 5.03 and 5.04 have been provided, and (v) identifying
as of the date of such Compliance Certificate each Subsidiary that (A) is (x) an Excluded Subsidiary and is not a Loan Party
or a request has been made to release the Guarantee of such Subsidiary pursuant to Section 9.14 or (y) an Unrestricted Subsidiary,
in each case as of such date but has not been identified as an Excluded Subsidiary or Unrestricted Subsidiary in Schedule 3.11A or in
any prior Compliance Certificate or (B) has previously been identified as an Excluded Subsidiary or Unrestricted Subsidiary but has
ceased to be (x) an Excluded Subsidiary (only in the event that such Subsidiary is not a Loan Party at the time of the delivery of
such certificate) or (y) an Unrestricted Subsidiary;
(e) within
five Business Days of each delivery of financial statements under clause (a) above, a certificate of an Authorized Officer or
a Financial Officer of the U.S. Borrower confirming that, (i) since the date of the Perfection Certificate delivered on the Signing
Date, and as supplemented by the certificates delivered pursuant to Section 4.02(c) and this Section 5.01(e), there has
been no change in the information set forth in Schedules 1 and 2 therein or identifying all such changes in the information set forth
therein, and (ii) setting forth a complete and correct schedule, in the form of Schedule III to the U.S. Collateral Agreement,
of all Intellectual Property owned by each Loan Party, including all applications filed by such Loan Party, either itself or through any
agent, employee, licensee or designee, for any Patent, Trademark or Copyright (or for the registration of any Patent, Trademark or Copyright)
(each as defined in the U.S. Collateral Agreement) with the United States Patent and Trademark Office, United States Copyright Office
or any office or agency in any political subdivision of the United States, in existence on the date thereof and not theretofore disclosed
to the Administrative Agent on Schedule III to the U.S. Collateral Agreement, as supplemented from time to time in accordance herewith;
(f) [Reserved];
(g) within
five Business Days of each delivery of financial statements under clause (a) above, a detailed consolidated budget for such fiscal
year (including a projected consolidated balance sheet and related projected statements of income and cash flows as of the end of and
for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) in the form customarily prepared by
the U.S. Borrower;
(h) promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the
U.S. Borrower or any Restricted Subsidiary with the SEC;
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(i) promptly
after any request therefor by the Administrative Agent or any Lender, copies of (i) any documents described in Section 101(k)(1) of
ERISA that the U.S. Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices
described in Section 101(l)(1) of ERISA that the U.S. Borrower or any of its ERISA Affiliates may request with respect to any
Multiemployer Plan; provided that if the U.S. Borrower or any of its ERISA Affiliates has not requested such documents or notices
from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the
U.S. Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents and notices from such administrator or
sponsor and shall provide copies of such documents and notices promptly after receipt thereof; and
(j) promptly
after any reasonable request therefor, such other information regarding the operations, business affairs, assets, liabilities (including
contingent liabilities) and financial condition of the U.S. Borrower or any Restricted Subsidiary, or compliance with the terms of any
Loan Document, or with the USA PATRIOT Act, as the Administrative Agent (or any Lender through the Administrative Agent) may reasonably
request.
Information required to be delivered pursuant to clause (a), (b) or
(h) of this Section or referred to in Section 3.04(a) shall be deemed to have been delivered or furnished if such
information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent
on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the SEC at http://www.sec.gov.
Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures
approved by the Administrative Agent (acting reasonably).
SECTION 5.02 Notices
of Material Events. The U.S. Borrower will furnish to the Administrative Agent prompt written notice of the following, in each case
after such Borrower obtains knowledge thereof:
(a) the
occurrence of, or receipt by any Borrower of any written notice claiming the occurrence of, any Default;
(b) the
filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the
U.S. Borrower or any Restricted Subsidiary as to which there is a reasonable likelihood of an adverse determination that would, if adversely
determined, reasonably be expected to result in a Material Adverse Effect;
(c) [Reserved];
(d) the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to
result in a Material Adverse Effect; and
(e) any
other development that has resulted, or would reasonably be expected to result, in a Material Adverse Effect.
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Each notice delivered under this Section shall be accompanied
by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth the details of the event
or development requiring such notice and any action taken or proposed to be taken with respect thereto.
SECTION 5.03 Additional
Subsidiaries. If any Designated Subsidiary (is formed or acquired after the Signing Date, or any existing Restricted Subsidiary ceases
to be an Excluded Subsidiary after the Signing Date, the U.S. Borrower will, as promptly as practicable, and in any event within 30 days
(or such longer period as the Administrative Agent may reasonably agree to in writing), notify the Administrative Agent thereof and cause
the Collateral and Guarantee Requirement to be satisfied with respect to such newly formed or acquired Designated Subsidiary, or such
existing Restricted Subsidiary, as applicable, and, to the extent not already satisfied with respect to any such existing Subsidiary,
with respect to any Equity Interests in or Indebtedness of such Subsidiary owned by any Loan Party; provided, that, with respect to any
Permitted Reorganization Subsidiary, the U.S. Borrower shall cause the requirements of this Section 5.03 to be satisfied no later
than 45 days after the date of the applicable Permitted Reorganization related to such Permitted Reorganization Subsidiary (or, with
the written consent of the Administrative Agent in its sole discretion, such later date as the Administrative Agent may agree in writing).
For purposes of this Section 5.03, if any new Person comes into existence in connection with any division or plan of division under
Delaware law (or any comparable event under a different jurisdiction’s laws), such new Person shall be deemed to have been organized
on the first date of its existence by the holders of its Equity Interests at such time.
SECTION 5.04 Information
Regarding Collateral. The U.S. Borrower will furnish to the Administrative Agent prompt written notice of any change in (i) the
legal name of any Loan Party, as set forth in its Organizational Documents, (ii) the jurisdiction of organization or the form of
organization of any Loan Party (including as a result of any merger or consolidation), (iii) the location of the chief executive
office of any Loan Party or (iv) the organizational identification number, if any, or, with respect to any Loan Party organized
under the laws of a jurisdiction that requires such information to be set forth on the face of a Uniform Commercial Code financing statement,
the Federal Taxpayer Identification Number of such Loan Party. With respect to any change referred to in the preceding sentence, the
Borrowers shall, within 30 days of such change (or such longer period as agreed to by the Administrative Agent), make all filings under
the Uniform Commercial Code or otherwise reasonably requested by the Administrative Agent in order for the Administrative Agent to continue
at all times following such change to have a valid, legal and perfected security interest in the applicable Collateral. The provisions
of this Section 5.04 shall apply only on and after the Signing Date (other than with respect to Uniform Commercial Code filings
which shall apply after the Initial Funding Date).
SECTION 5.05 Existence;
Conduct of Business.
(a) The
U.S. Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to preserve, renew and
keep in full force and effect (i) its legal existence and (ii) the rights, licenses, permits, privileges and franchises material
to the conduct of its business, except in each case to the extent that the failure to do so would not reasonably be expected to result
in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution
permitted under Section 6.03 or any Disposition permitted by Section 6.05.
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(b) The
U.S. Borrower will, and will cause each Restricted Subsidiary to, take all actions reasonably necessary in its reasonable business judgment
to protect all material patents, trademarks, copyrights, licenses, technology, software, domain names, confidential proprietary databases
and other Intellectual Property necessary to the conduct of its business, including (i) protecting the secrecy and confidentiality
of the material confidential information and trade secrets of the U.S. Borrower or such Restricted Subsidiary, (ii) taking all actions
reasonably necessary to ensure that none of the material trade secrets of the U.S. Borrower or such Restricted Subsidiary shall fall
into the public domain and (iii) protecting the secrecy and confidentiality of the material source code of all computer software
programs and applications owned or licensed by the U.S. Borrower or such Restricted Subsidiary, except in each case where the failure
to take any such action, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
SECTION 5.06 Payment
of Obligations. The U.S. Borrower will, and will cause each Restricted Subsidiary to, pay its obligations (other than obligations
with respect to Indebtedness), including Tax liabilities, before the same shall become delinquent or in default, except where (a) the
failure to make payment could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect or
(b) the validity or amount of such obligation is being contested in good faith by appropriate proceedings and the U.S. Borrower
or Restricted Subsidiary, as applicable, has set aside on its books reserves with respect thereto to the extent required by GAAP.
SECTION 5.07 Maintenance
of Properties. The U.S. Borrower will, and will cause each Restricted Subsidiary to, keep and maintain all property material to the
conduct of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so would
not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
SECTION 5.08 Insurance.
The U.S. Borrower will, and will cause each Restricted Subsidiary to, maintain, with financially sound and reputable insurance companies
(as determined in good faith by the U.S. Borrower), insurance in such amounts (with no greater risk retention) and against such risks
as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar
locations (as determined in good faith by the U.S. Borrower). Subject to Section 5.13, each such policy of liability or property
insurance maintained by or on behalf of Loan Parties shall (a) in the case of each liability insurance policy, name the Administrative
Agent, on behalf of the Secured Parties, as additional insured thereunder and (b) in the case of each property insurance policy,
contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties, as the additional
loss payee thereunder. Subject to Section 5.13 , the Borrowers shall use commercially reasonable efforts to ensure that each such
policy provides for at least 30 days’ (or such shorter number of days as may be agreed to by the Administrative Agent) prior written
notice to the Administrative Agent of any cancellation of such policy.
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SECTION 5.09 Books
and Records; Inspection and Audit Rights. The U.S. Borrower will, and will cause each of its Restricted Subsidiaries to, keep proper
books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions
in relation to its business and activities. The U.S. Borrower will, and will cause each Restricted Subsidiary to, permit the Administrative
Agent (and Lenders acting in conjunction with the Administrative Agent) and any agent designated by any of the foregoing, upon reasonable
prior notice during regular business hours (in each case to the extent it is within the U.S. Borrower’s or such Restricted Subsidiary’s,
as applicable, control to so permit), (a) to visit and inspect its properties, (b) to examine and make extracts from its books
and records and (c) to discuss its operations, business affairs, assets, liabilities (including contingent liabilities) and financial
condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested provided
that (a) no such discussion with any such independent accountants shall be permitted unless the U.S. Borrower shall have received
reasonable notice thereof and a reasonable opportunity to participate therein and (b) unless an Event of Default shall have occurred
and be continuing, the Lenders, coordinating through the Administrative Agent, shall exercise such rights only once during any calendar
year, at the U.S. Borrower’s expense. Notwithstanding anything to the contrary in this Section 5.09 or in Section 5.01(j),
none of the U.S. Borrower or any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies
of abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or
non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective
representatives or contractors) is prohibited by any Requirement of Law or any binding agreement or (iii) that is subject to attorney-client
or similar privilege or constitutes attorney work product.
SECTION 5.10 Compliance
with Laws. The Borrowers and each other Restricted Subsidiary will comply with (i) all Requirements of Law, including, without
limitation, the USA PATRIOT Act, Anti-Corruption Laws, “know your customer” and other anti-money laundering rules and
regulations, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material
Adverse Effect and (ii) in all material respects, applicable Sanctions. The Borrowers will maintain in effect and enforce policies
and procedures designed to ensure compliance by the Borrowers, their Subsidiaries and their respective directors, officers, employees
and agents with Anti-Corruption Laws and applicable Sanctions. Any provision of this Section 5.10 shall not apply to any person
if and to the extent that it is or would be unenforceable by or in respect of that person by reason of breach of any provision of the
Blocking Regulation (or any law or regulation implementing such Blocking Regulation in any member state of the European Union or any
similar blocking or anti-boycott law in the United Kingdom). For the avoidance of any doubt, nothing in this Section 5.10 is
intended or should be interpreted or construed, as inducing any party to act in a manner that would be in breach of any provision of
the Blocking Regulation.
SECTION 5.11 Use
of Proceeds and Letters of Credit.
(a) The
proceeds of the Revolving Loans borrowed on the Second Amendment and Restatement Effective Date, together with cash on hand of the U.S.
Borrower and its Restricted Subsidiaries, will be used to repay in full all Loans outstanding under this Agreement as in effect immediately
prior to the effectiveness of the Second Amendment and Restatement Agreement and for general corporate purposes.
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(b) The
proceeds of the Revolving Loans and Swingline Loans will be used on or after the Second Amendment and Restatement Effective Date solely
for working capital and other general corporate purposes of the U.S. Borrower and the Restricted Subsidiaries (including, without limitation,
distributions permitted under Section 6.08 and Permitted Acquisitions).
(c) Letters
of Credit will be used by the U.S. Borrower and the Restricted Subsidiaries on or after the Initial Funding Date for general corporate
purposes.
(d) The
proceeds of any Incremental Term Loans will be used for the purpose or purposes set forth in the applicable Incremental Facility Agreement.
(e) The
Borrowers will not request any Borrowing or Letter of Credit, and the Borrowers shall not use, and shall procure that their Subsidiaries
and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit
(i) for the purpose of offering, paying, promising to pay, or authorizing the payment or giving of money, or anything else of value,
to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities,
business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, business or transaction
would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in a European Union member state,
(iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto, (iv) otherwise in a
manner that would result in the violation of any other anti-terrorism laws or other anti-money laundering rules or regulations or
(iv)(i) to finance any activity in violation of Export Controls or where such violation is about to occur, or (ii) otherwise
in violation of Export Controls. Any provision of this Section 5.11 shall not apply to any person if and to the extent
that it is or would be unenforceable by or in respect of that person by reason of breach of any provision of the Blocking Regulation (or
any law or regulation implementing such Blocking Regulation in any member state of the European Union or any similar blocking or anti-boycott
law in the United Kingdom). For the avoidance of any doubt, nothing in this Section 5.11 is intended or should be interpreted
or construed, as inducing any party to act in a manner that would be in breach of any provision of the Blocking Regulation.
SECTION 5.12 Further
Assurances. On and after the Initial Funding Date, subject to any applicable limitations set forth in the Security Documents and
in the definition of the term “Collateral and Guarantee Requirement,” the U.S. Borrower will, and will cause each other Loan
Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions
(including the filing and recording of financing statements, registrations and other documents), that may be required under any applicable
law, or that the Administrative Agent or the Required Lenders may reasonably request, in order to grant, preserve, protect and perfect
the validity and priority of the security interests created or intended to be created by the Security Documents and to cause the Collateral
and Guarantee Requirement to be and remain satisfied at all times or otherwise to effectuate the provisions of the Loan Documents, all
at the expense of the U.S. Borrower and the other Loan Parties. The U.S. Borrower will provide to the Administrative Agent, from time
to time upon request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created
or intended to be created by the Security Documents. Subject to any applicable limitations set forth in the Security Documents and in
the definition of the term “Collateral and Guarantee Requirement,” if any assets (to the extent a Lien thereon cannot be
perfected by the filing of a UCC financing statement) with a fair market value (determined in good faith by the U.S. Borrower at the
time of acquisition of such assets) in excess of $10,000,000 (individually) are acquired by the U.S. Borrower or any other Loan Party
after the Initial Funding Date (other than assets constituting Excluded Assets and other assets constituting Collateral under the Collateral
Agreement that become subject to the Lien of the Collateral Agreement upon acquisition thereof), the U.S. Borrower will notify the Administrative
Agent (who shall notify the Lenders) thereof and will promptly cause such assets to be subjected to a Lien securing the applicable Obligations
and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative
Agent to grant and perfect such Liens consistent with the applicable requirements of the Security Documents, including actions described
in the definition of the term “Collateral and Guarantee Requirement,” all at the expense of the U.S. Borrower and the other
Loan Parties.
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SECTION 5.13 Certain
Post-Closing Collateral Obligations and Delivery of Schedule 5.13. As promptly as practicable after the Second Amendment and Restatement
Effective Date, and in any event within the time period after the Second Amendment and Restatement Effective Date set forth therefor
in Schedule 5.13, the Borrowers and each other Loan Party will satisfy all requirements set forth on Schedule 5.13, in each case except
to the extent otherwise agreed by the Administrative Agent in its sole discretion.
SECTION 5.14 [Reserved].
SECTION 5.15 Designation
of Subsidiaries. The U.S. Borrower may at any time designate any Restricted Subsidiary (other than the Belgian Borrower and the U.K.
Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by delivering to the Administrative
Agent a certificate of an Authorized Officer of the U.S. Borrower specifying such designation and certifying that the conditions to such
designation set forth in this Section 5.15 are satisfied; provided that:
(a) both
immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing;
(b) after
giving Pro Forma Effect to such designation, the Borrowers shall be in Pro Forma Compliance with each Financial Maintenance Covenant,
in each case recomputed as of the last day of the most recently ended Test Period for which financial statements have been delivered
pursuant to Section 5.01(a) or 5.01(b); and
(c) no
Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” pursuant to the
terms of any Material Indebtedness of the U.S. Borrower or any of its Restricted Subsidiaries.
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The designation of any Subsidiary as an Unrestricted Subsidiary after
the Signing Date shall constitute an Investment by the U.S. Borrower in such Subsidiary on the date of designation in an amount equal
to the fair market value of the U.S. Borrower’s Investment therein (as determined reasonably and in good faith by a Financial Officer
of the U.S. Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the
time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time.
SECTION 5.16 Financial
Assistance. Each Belgian Loan Party and its Subsidiaries shall comply in all material respects with applicable legislation governing
financial assistance and/or capital maintenance under the laws of the jurisdiction of organization of such party, including in relation
to the execution of the Security Documents of each Belgian Loan Party and payments of amounts due under this Agreement.
SECTION 5.17 [Reserved].
SECTION 5.18 Beneficial
Ownership Regulation. Promptly following any request therefor, the Borrowers shall provide information and documentation reasonably
requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money
laundering rules and regulations, including, without limitation, the USA PATRIOT Act and the Beneficial Ownership Regulation.
ARTICLE VI
Negative Covenants
Until the Commitments shall have expired or been terminated, the principal
of and interest on each Loan and all fees payable hereunder shall have been paid in full, all Letters of Credit shall have been backstopped,
novated or cash collateralized in a manner that is in form and substance satisfactory to the applicable Issuing Bank, expired or been
terminated and all LC Disbursements shall have been reimbursed, each Borrower covenants and agrees with the Lenders that:
SECTION 6.01 Indebtedness;
Certain Equity Securities.
(a) None
of the U.S. Borrower or any Restricted Subsidiary will create, incur, assume or permit to exist any Indebtedness, except:
(i) (A) Indebtedness
created under the Loan Documents, (B) any Credit Agreement Refinancing Indebtedness and (C) Refinancing Indebtedness in respect
of any such Credit Agreement Refinancing Indebtedness;
(ii) (A) any
Indebtedness of any Loan Party; provided, that at the time of the incurrence thereof, (1) no Event of Default shall have occurred
and be continuing, both immediately prior to and immediately after giving effect to the incurrence of such Indebtedness, (2) such
Indebtedness shall comply with the Required Debt Parameters and (3) after giving Pro Forma Effect to the incurrence of such Indebtedness
and the use of proceeds thereof and all transactions in connection therewith, the U.S. Borrower shall be in Pro Forma Compliance with
each Financial Maintenance Covenant, in each case recomputed as of the last day of the most recently ended Test Period for which financial
statements have been delivered pursuant to Section 5.01(a) or 5.01(b) and (B) any Refinancing Indebtedness in respect
of any Indebtedness permitted under clause (A) above or under this clause (B);
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(iii) Indebtedness
existing on the Second Amendment and Restatement Effective Date and, in the case of any such Indebtedness in aggregate amount in excess
of $5,000,000, set forth on Schedule 6.01, and Refinancing Indebtedness in respect thereof;
(iv) Indebtedness
of (A) the U.S. Borrower or any Restricted Subsidiary to the U.S. Borrower or any other Restricted Subsidiary; provided
that any such Indebtedness owing by any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be unsecured, (B) any
Restricted Subsidiary that is not a Loan Party owing to any other Restricted Subsidiary that is not a Loan Party and (C) to the
extent permitted by Section 6.04, any Restricted Subsidiary that is not a Loan Party owing to any Loan Party; provided that
any such Indebtedness described in clause (A) or (C) shall be evidenced by the Intercompany Note;
(v) Guarantees
incurred in compliance with Section 6.04;
(vi) Indebtedness
(including Capital Lease Obligations) of the U.S. Borrower or any Restricted Subsidiary (A) incurred to finance the acquisition,
construction, repair, replacement, expansion or improvement of any fixed or capital assets; provided that such Indebtedness is
incurred prior to or within 270 days after such acquisition or the completion of such construction, repair, replacement, expansion or
improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing, repairing, replacing,
expanding or improving such fixed or capital assets (it being understood that property subject to a Capital Lease Obligation not entered
into as part of a Sale/Leaseback Transaction will be deemed acquired at the time such Capital Lease Obligation becomes effective) or
(B) assumed in connection with the acquisition of any fixed or capital assets, and Refinancing Indebtedness in respect of any of
the foregoing; provided that, immediately after the incurrence or assumption of such Indebtedness, the aggregate principal amount
of Indebtedness (including Capital Lease Obligations and Refinancing Indebtedness thereof) incurred in reliance on and then outstanding
under this clause (vi) shall not exceed the greater of $62,500,000 or 2.5% of Consolidated Total Assets;
(vii) (1) Indebtedness
of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary that is merged or consolidated
with or into a Restricted Subsidiary) in a transaction permitted under this Agreement, (2) Indebtedness of any Person that is assumed
by the U.S. Borrower or any Restricted Subsidiary in connection with an acquisition of assets by the U.S. Borrower or any Restricted
Subsidiary in a Permitted Acquisition or other similar Investment permitted by Section 6.04 or (3) Refinancing Indebtedness
of any of the foregoing; provided that, in the case of Indebtedness referred to in clauses (1) and (2) above:
(A) both
immediately before and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing;
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(B) after
giving Pro Forma Effect to the incurrence or assumption of such Indebtedness and all transactions in connection therewith, the U.S. Borrower
shall be in Pro Forma Compliance with each Financial Maintenance Covenant, in each case recomputed as of the last day of the most recently
ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b);
(C) with
respect to any Indebtedness of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary
that is merged or consolidated with or into a Restricted Subsidiary) or Indebtedness of any Person that is assumed by the U.S. Borrower
or any Restricted Subsidiary in connection with the acquisition of assets by the U.S. Borrower or any Restricted Subsidiary, such Indebtedness
existed at the time such Person became a Restricted Subsidiary or at the time such assets were acquired and, in each case, was not created
in contemplation thereof or in connection therewith; and
(D) the
aggregate principal amount of all Indebtedness incurred and outstanding under this Section 6.01(a)(vii) by Restricted Subsidiaries
that are not Loan Parties, when aggregated with the aggregate principal amount of all Indebtedness of Restricted Subsidiaries that are
not Loan Parties incurred and outstanding under Section 6.01(a)(xii), shall not at any time exceed the greater of $187,500,000
and 7.5% Consolidated Total Assets, calculated on a Pro Forma Basis giving effect to the application of proceeds of the applicable Indebtedness,
as of the last day of the then most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or
5.01(b).
(E) with
respect to any Indebtedness incurred under this Section 6.01(vii) in connection with a Material Permitted Acquisition, the
Administrative Agent shall have received a certificate of an Authorized Officer of the U.S. Borrower, dated the date of incurrence or
assumption of such Indebtedness, confirming compliance with the conditions set forth in clauses (A), (B), (C) and (D), and setting
forth reasonably detailed calculations in support thereof.
(viii) Cash
Management Obligations and other Indebtedness in respect of netting services, automatic clearing house arrangements, employees’
credit or purchase cards, overdraft protections and similar arrangements, in each case incurred in the ordinary course of business; provided
that such Indebtedness with respect to overdraft protections or similar arrangements shall be repaid in full within ten Business Days
of the incurrence thereof;
(ix) Indebtedness
in respect of (A) letters of credit, bankers’ acceptances, bank guarantees or similar instruments or facilities issued for
the account of the U.S. Borrower or any Restricted Subsidiary in the ordinary course of business supporting obligations under workers’
compensation, unemployment insurance and other social security laws and (B) bids, trade contracts, leases, statutory obligations,
surety and appeal bonds, performance bonds and obligations of a like nature incurred in the ordinary course of business and not in connection
with the borrowing of money;
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(x) Indebtedness
of the U.S. Borrower or any Restricted Subsidiary in the form of indemnifications, purchase price adjustments, earn-outs, non-competition
agreements or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection
with any Permitted Acquisition or other Investment permitted by Section 6.04;
(xi) Indebtedness
of any Restricted Subsidiary under one or more Designated Secured Facilities (as defined in the U.S. Collateral Agreement) in an aggregate
principal amount not exceeding RMB 100,000,000 at any time outstanding;
(xii) Indebtedness
of any Restricted Subsidiary that is not a Subsidiary Loan Party in an aggregate principal amount, when aggregated with the aggregate
principal amount of all Indebtedness of Restricted Subsidiaries that are not Loan Parties incurred and outstanding under Section 6.01(a)(vii),
not exceeding the greater of $187,500,000 and 7.5% Consolidated Total Assets at any time outstanding;
(xiii) other
Indebtedness of the Loan Parties in an aggregate principal amount not exceeding the greater of $250,000,000 and 10% Consolidated Total
Assets at any time outstanding;
(xiv) unsecured
Indebtedness in respect of (A) obligations of the U.S. Borrower or any Restricted Subsidiary to pay the deferred purchase price
of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred
in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection
with the borrowing of money and (B) intercompany obligations of the U.S. Borrower or any Restricted Subsidiary in respect of accounts
payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the
borrowing of money;
(xv) obligations
of the U.S. Borrower or any Restricted Subsidiary to pay insurance premiums arising in the ordinary course of business and not in connection
with the borrowing of money;
(xvi) unsecured
Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, managers, consultants, directors
and employees (or their spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the
purchase or redemption of Equity Interests of the U.S. Borrower, in each case to the extent permitted by Section 6.08;
(xvii) to
the extent constituting Indebtedness, Hedging Obligations pursuant to Hedging Agreements entered into to hedge or mitigate risks to which
the U.S. Borrower or any Restricted Subsidiary has actual exposure (other than in respect of Equity Interests or the credit risk associated
with Indebtedness of the U.S. Borrower or any Restricted Subsidiary), including without limitation to effectively cap, collar or exchange
interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) or currencies with respect
to any interest-bearing liability or investment of the U.S. Borrower or any Restricted Subsidiary;
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(xviii) (x) Indebtedness
incurred in connection with Permitted Securitization Financings in an aggregate principal amount outstanding that, immediately after
giving effect to the incurrence of such Indebtedness and the use of proceeds thereof and all transactions in connection therewith, together
with the aggregate principal amount of any other Indebtedness outstanding pursuant to this Section 6.01(a)(xviii) would not
exceed the greater of $125,000,000 and 5.0% of Consolidated Total Assets when incurred, created or assumed and (y) any Refinancing
Indebtedness in respect thereof;
(xix) to
the extent constituting Indebtedness, obligations incurred in connection with Permitted Receivables Financings; and
(xx) all
premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations
described in clauses (i) through (xix) above.
SECTION 6.02 Liens.
None of the U.S. Borrower or any Restricted Subsidiary will create, incur, assume or permit to exist any Lien on any asset now owned
or hereafter acquired by it, except:
(i) (A) Liens
created under the Loan Documents and (B) Liens securing Permitted Junior Lien Secured Indebtedness constituting (1) any Credit
Agreement Refinancing Indebtedness or any Refinancing Indebtedness in respect thereof or (2) any other Indebtedness that satisfies
the Required Debt Parameters; provided, that with respect to Liens incurred under this clause (B)(2), (x) after giving Pro
Forma Effect to the incurrence or assumption of such Indebtedness and the use of proceeds thereof and all transactions in connection
therewith, the U.S. Borrower shall have a Senior Secured Net Leverage Ratio of not greater than 3.50 to 1.00, or, if an Increase Period
shall be in effect (or take effect upon incurrence of such Indebtedness) 4.00 to 1.00 and shall be in Pro Forma Compliance with each
Financial Maintenance Covenant, (y) the aggregate amount of Permitted Junior Lien Secured Indebtedness incurred under this Section 6.02(i)(B),
together with the aggregate amount of Incremental Term Loans and Incremental Revolving Commitment Increases then in effect, shall not
exceed $300,000,000 at any time and (z) no Event of Default shall have occurred and be continuing, both immediately prior to and
immediately after giving effect to the incurrence of such Indebtedness.
(ii) Permitted
Encumbrances;
(iii) any
Lien on any asset of the U.S. Borrower or any Restricted Subsidiary existing on the Second Amendment and Restatement Effective Date and
set forth on Schedule 6.02; provided that (A) such Lien shall not attach to any other asset of the U.S. Borrower or
any Restricted Subsidiary other than after-acquired property that is affixed or incorporated into the property covered by such Lien and
the proceeds and products thereof and (B) such Lien shall secure only those obligations that it secures on the Second Amendment
and Restatement Effective Date and any extensions, renewals and refinancings thereof that do not increase the outstanding principal amount
thereof (except in respect of any interest and premium thereon plus underwriting discounts, costs, commissions, other reasonable amounts
paid, and fees and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with any
such extension, renewal or replacement) and, in the case of any such obligations constituting Indebtedness, that are permitted under
Section 6.01 as Refinancing Indebtedness in respect thereof;
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(iv) any
Lien existing on any asset prior to the acquisition thereof by the U.S. Borrower or any Restricted Subsidiary or existing on any asset
of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary that is merged or consolidated
with or into a Restricted Subsidiary in a transaction permitted hereunder) after the Initial Funding Date prior to the time such Person
becomes a Restricted Subsidiary (or is so merged or consolidated); provided that (A) such Lien is not created in contemplation
of or in connection with such acquisition or such Person becoming a Restricted Subsidiary (or such merger or consolidation), (B) such
Lien shall not attach to any other asset of the U.S. Borrower or any Restricted Subsidiary other than (x) after-acquired property
that is affixed or incorporated into the property covered by such Lien, (y) after-acquired property subject to a Lien securing
Indebtedness permitted under Section 6.01(a)(vii), the terms of which Indebtedness require or include a pledge of after-acquired
property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not
have applied but for such acquisition) and (z) the proceeds and products thereof, and (C) such Lien shall secure only those
obligations (or, in the case of any such obligations constituting Indebtedness, any Refinancing Indebtedness in respect thereof permitted
by Section 6.01) that it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary (or is
so merged or consolidated) and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof
(except in respect of any fees and expenses incurred in connection with any such extension, renewal or replacement);
(v) Liens
securing Capital Lease Obligations and Liens on fixed or capital assets acquired, constructed, repaired, replaced, expanded or improved
by the U.S. Borrower or any Restricted Subsidiary; provided that (A) such Liens secure only Indebtedness (including Capital
Lease Obligations) permitted by Section 6.01(a)(vi) and obligations relating thereto not constituting Indebtedness and (B) such
Liens shall not attach to any asset of the U.S. Borrower or any Restricted Subsidiary other than the assets financed by such Indebtedness,
accessions thereto and the proceeds and products thereof; provided, further, that in the event purchase money obligations
are owed to any Person with respect to financing of more than one purchase of any fixed or capital assets, such Liens may secure all
such purchase money obligations and may apply to all such fixed or capital assets financed by such Person;
(vi) in
connection with the sale or transfer of any Equity Interests or other assets in a transaction permitted under Section 6.05, customary
rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof;
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(vii) any
agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 6.05;
(viii) in
the case of (A) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (B) the Equity Interests in
any Person that is not a Restricted Subsidiary, any encumbrance or restriction, including any put and call arrangements, related to Equity
Interests in such Restricted Subsidiary or such other Person set forth in the Organizational Documents of such Restricted Subsidiary
or such other Person or any related joint venture, shareholders’ or similar agreement;
(ix) Liens
solely on any cash earnest money deposits, escrow arrangements or similar arrangements made by the U.S. Borrower or any Restricted Subsidiary
in connection with any letter of intent or purchase agreement for a Permitted Acquisition or other transaction permitted hereunder;
(x) ground
leases in respect of real property on which facilities owned or leased by any of the Restricted Subsidiaries are located;
(xi) any
interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of the Restricted
Subsidiaries in the ordinary course of business;
(xii) Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(xiii) Liens
deemed to exist in connection with Investments in repurchase agreements under clause (f) of the definition of the term “Cash
Equivalents”;
(xiv) Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation
of goods;
(xv) Liens
(A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection
and (B) in favor of a banking institution arising as a matter of law or pursuant to terms and conditions generally imposed by such
banking institution on its customers encumbering deposits (including the right of set-off) and which are within the general parameters
customary in the banking industry;
(xvi) Liens
on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary permitted
under Section 6.01;
(xvii) Liens
arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods by any of the Restricted Subsidiaries
in the ordinary course of business;
(xviii) Liens
in respect of Permitted Securitization Financings that extend only to the assets subject thereto;
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(xix) other
Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed the greater of $125,000,000 and 5.0%
of Consolidated Total Assets at any time outstanding;
(xx) Liens
on cash and Cash Equivalents used to satisfy or discharge Indebtedness, if such satisfaction or discharge is permitted hereunder;
(xxi) [Reserved];
and
(xxii) Liens
in respect of Permitted Receivables Financings that extend only to the assets subject thereto and proceeds thereof.
SECTION 6.03 Fundamental
Changes; Business Activities.
(a) None
of the U.S. Borrower or any Restricted Subsidiary will merge into or consolidate with any other Person, or permit any other Person to
merge into or consolidate with it, or liquidate or dissolve, except that, (i) any Person may merge into the U.S. Borrower, the
Belgian Borrower or the U.K. Borrower in a transaction in which the U.S. Borrower, the Belgian Borrower or the U.K. Borrower is the surviving
Person, respectively, (ii) any Restricted Subsidiary or any other Person (other than any Borrower) may be merged or consolidated
with or into any one of more Restricted Subsidiaries; provided that, in the case of any merger or consolidation involving one
or more Restricted Subsidiaries that are Loan Parties, (A) a Restricted Subsidiary that is a Loan Party shall be the continuing
or surviving Person, (B) if the Restricted Subsidiary formed by or surviving any such merger or consolidation is a Designated Subsidiary
and not then a Loan Party, the U.S. Borrower shall as promptly as practicable, and in any event within 30 days (or such longer period
as the Administrative Agent may reasonably agree to), take all steps necessary to cause such Restricted Subsidiary to comply with the
Collateral and Guarantee Requirement, to the extent applicable to such Designated Subsidiary and (C) if the Restricted Subsidiary
formed by or surviving any such merger or consolidation is not a Designated Subsidiary or does not thereby become a Loan Party, such
merger or consolidation shall be deemed to be an “Investment” and shall be permitted only if it is also permitted under Section 6.04,
(iii) any Restricted Subsidiary may merge into or consolidate with any Person in a transaction permitted under Section 6.05
(other than clause (g) thereof) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary,
(iv) the Borrowers and the Restricted Subsidiaries may consummate the Permitted Reorganization, (v) the Borrowers and the
Restricted Subsidiaries may consummate the Permitted Dispositions and (vi) any Restricted Subsidiary may liquidate or dissolve
if the U.S. Borrower determines in good faith that such liquidation or dissolution is in the best interests of the U.S. Borrower and
is not materially disadvantageous to the Lenders; provided that any merger or consolidation involving a Person that is not the
U.S. Borrower or a wholly-owned Restricted Subsidiary immediately prior thereto shall not be permitted unless at the time thereof and
immediately after giving effect thereto no Event of Default shall have occurred and be continuing.
(b) The
Borrowers and the Restricted Subsidiaries, taken as a whole, will not fundamentally and substantively alter the character of their business,
taken as a whole, from the business conducted by the Borrowers and the Restricted Subsidiaries, taken as a whole, on the Signing Date
and other business activities reasonably related, incidental, complementary or ancillary thereto and, in the case of a Special Purpose
Securitization Subsidiary, Permitted Securitization Financings.
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(c) The
U.S. Borrower will not permit any Person other than the U.S. Borrower, or one or more of its Restricted Subsidiaries that is not a CFC,
to own any Equity Interests in any Domestic Subsidiary (other than as a result of an acquisition permitted under Section 6.04 of
a CFC that owns Equity Interests in a Domestic Subsidiary and such ownership structure is not established in contemplation of such acquisition).
SECTION 6.04 Investments,
Loans, Advances, Guarantees and Acquisitions. None of the U.S. Borrower or any Restricted Subsidiary will purchase, hold, acquire
(including pursuant to any merger or consolidation with any Person that was not a wholly-owned Restricted Subsidiary prior thereto),
make or otherwise permit to exist any Investment in any other Person, or purchase or otherwise acquire (in one transaction or a series
of transactions) all or substantially all the assets of any other Person or of a business unit, division, product line or line of business
of any other Person, or assets acquired other than in the ordinary course of business that, following the acquisition thereof, would
constitute a substantial portion of the assets of the U.S. Borrower and the Restricted Subsidiaries, taken as a whole, except:
(a) Investments
in connection with the Transactions;
(b) Investments
constituting Cash Equivalents at the time such Investments are made;
(c) Investments
(i) existing or contemplated on the Second Amendment and Restatement Effective Date and set forth on Schedule 6.04, (ii) [reserved];
and (iii) in the case of clause (i), any modification, renewal or extension thereof, so long as the aggregate amount of all
Investments pursuant to clause (i), of this Section 6.04(c) is not increased at any time above the amount of such Investments
under clause (i) existing or committed on the Second Amendment and Restatement Effective Date, except pursuant to the terms
of any such Investment under clause (i) existing as of the Second Amendment and Restatement Effective Date and set forth
on Schedule 6.04 or as otherwise permitted by this Section 6.04 and the terms of any such Investment are not otherwise modified
from the terms that are in effect on the Initial Funding Date in a manner that is materially adverse to the Lenders as determined by
the U.S. Borrower in good faith;
(d) Investments
(including pursuant to any merger or consolidation) made after the Second Amendment and Restatement Effective Date (i) in any Loan
Party, (ii) made by a Restricted Subsidiary that is not a Loan Party in another Restricted Subsidiary that is not a Loan Party
and (iii) made by a Loan Party in any Restricted Subsidiary that is not a Loan Party or to acquire a Restricted Subsidiary that
will not be a Loan Party; provided that, immediately after any such Investment is made, the aggregate amount of all Investments
in non-Loan Parties pursuant to this clause (d)(iii) shall not exceed the greater of $165,000,000 and 10% of Consolidated Total
Assets;
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(e) loans
or advances made by the U.S. Borrower or any Restricted Subsidiary to any Restricted Subsidiary; provided that (i) the Indebtedness
resulting therefrom is permitted by clause (iv) of Section 6.01(a) and (ii) the amount of such loans and advances
made by the Loan Parties to Restricted Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause
(d) above;
(f) Guarantees
by the U.S. Borrower or any Restricted Subsidiary of Indebtedness or other obligations of the U.S. Borrower or any Restricted Subsidiary
(including any such Guarantees arising as a result of any such Person being a joint and several co-applicant with respect to any Letter
of Credit or any other letter of credit or letter of guaranty); provided that (i) a Restricted Subsidiary shall not Guarantee
any Indebtedness (other than Indebtedness of a Foreign Subsidiary that is not a Loan Party) unless such Restricted Subsidiary has Guaranteed
the Obligations pursuant to the Collateral Agreement, (ii) such Guarantee of Subordinated Indebtedness is subordinated to the Loan
Document Obligations on terms no less favorable to the Lenders than those of the Subordinated Indebtedness, (iii) [reserved], and
(iv) the aggregate amount of Indebtedness and other obligations of Restricted Subsidiaries that are not Loan Parties that is Guaranteed
by any Loan Party pursuant to this clause (f) shall be subject to the limitation set forth in clause (d)(iii) above;
(g) Investments
to the extent that the consideration for such Investments is made solely with the Equity Interests (other than Disqualified Equity Interests)
of the U.S. Borrower or of an Unrestricted Subsidiary;
(h) Investments
received (i) in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers
and suppliers, in each case in the ordinary course of business, or (ii) upon foreclosure (or transfer of title in lieu of foreclosure)
with respect to any secured Investment in a Person other than the U.S. Borrower or a Restricted Subsidiary and that, in each case, was
made without contemplation of such foreclosure (or transfer of title in lieu of foreclosure);
(i) Investments
made as a result of the receipt of noncash consideration from a Disposition of any asset in compliance with Section 6.05;
(j) Investments
by the U.S. Borrower or any Restricted Subsidiary that result solely from the receipt by the U.S. Borrower or such Restricted Subsidiary
from any of its subsidiaries of a dividend or other Restricted Payment in the form of Equity Interests, evidences of Indebtedness or
other securities (but not any additions thereto made after the date of the receipt thereof);
(k) Investments
in the form of Hedging Agreements;
(l) payroll,
travel, business entertainment and similar advances to officers, directors, employees and consultants of the U.S. Borrower or any Restricted
Subsidiary to cover matters that are expected at the time of such advances to be treated as expenses of the U.S. Borrower or such Restricted
Subsidiary for accounting purposes and that are made in the ordinary course of business;
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(m) Investments
consisting of extensions of trade credit in the ordinary course of business;
(n) Investments
in the ordinary course of business consisting of Article 3 endorsements for collection or deposit and Article 4 customary
trade arrangements with customers consistent with past practices;
(o) loans
and advances to officers, directors and employees of the U.S. Borrower or any Restricted Subsidiary for purposes not contemplated by
clause (l) above; provided that the aggregate amount of such loans and advances outstanding at any time shall not
exceed $7,500,000;
(p) Permitted
Acquisitions;
(q) Investments
held by any Person acquired by the U.S. Borrower or a Restricted Subsidiary after the Initial Funding Date or of any Person merged or
consolidated into the U.S. Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 6.03 after
the Initial Funding Date, in each case to the extent that such Investments were not made in contemplation of or in connection with such
acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;
(r) Investments
by the U.S. Borrower and the Restricted Subsidiaries in joint ventures; provided that the aggregate amount of all Investments
made under this Section 6.04(r) shall not exceed the greater of $125,000,000 and 5% of Consolidated Total Assets;
(s) (i) Investments
by the U.S. Borrower and any other Loan Party in non-Loan Parties so long as such Investments are part of a series of transactions that
result in the proceeds of such Investments ultimately being invested in (or distributed to) the U.S. Borrower or any other Loan Party
within 30 days of the initiation of the first applicable Investment in the applicable series of transactions, (ii) intercompany
Investments, reorganizations and related activities related to tax planning and reorganization (A) described in reasonable
detail in a certificate of an Authorized Officer delivered by the U.S. Borrower to the Administrative Agent within 30 days of such Investment,
reorganization or related activity and (B) so long as after giving effect thereto, the security interest of the Lenders in the
Collateral, taken as a whole, is not impaired in any material respect (it being understood that the contribution of the Equity Interests
of one or more “first-tier” Foreign Subsidiaries to a newly created “first-tier” Foreign Subsidiary shall be
permitted) and (iii) intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any rollover
or extension of terms) and made in the ordinary course of business;
(t) additional
Investments by the U.S. Borrower and the Restricted Subsidiaries; provided that the aggregate amount of all Investments made under
this Section 6.04(t) shall not exceed the greater of $62,500,000 and 2.5% of Consolidated Total Assets outstanding at any
one time;
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(u) additional
Investments so long as (i) both immediately prior and immediately after such Investment, no Default or Event of Default shall have
occurred and be continuing and (ii) after giving Pro Forma Effect to such Investment and all transactions in connection therewith,
the Borrowers shall be in Pro Forma Compliance with a Total Net Leverage Ratio, recomputed as of the last day of the most recently ended
Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), that is not greater
than 0.25x less than the maximum Total Net Leverage Ratio set forth in Section 6.12(a) at such time (giving effect to any
applicable Increase Period);
(v) Investments
consisting of Securitization Assets or arising as a result of or in connection with Permitted Securitization Financings or Permitted
Receivables Financings; and Investments in connection with the Permitted Reorganization.
SECTION 6.05 Asset
Sales. None of the U.S. Borrower or any Restricted Subsidiary will (other than as required to effectuate the Transactions) assign
or sell any income or revenues (including accounts receivable and royalties) or rights in respect of any thereof (except to the extent
assigned or sold in connection with a Disposition of the assets to which such income, revenues or rights relate and which is otherwise
permitted under this Agreement) or sell, transfer, lease or otherwise dispose of, or exclusively license outside the ordinary course
of business, any asset, including any Equity Interest owned by it, nor will any Restricted Subsidiary issue any additional Equity Interest
in any Restricted Subsidiary (other than to the U.S. Borrower or a Restricted Subsidiary in compliance with Section 6.04, and other
than directors’ qualifying shares and other nominal amounts of Equity Interests that are required to be held by other Persons under
Requirements of Law) (any such transaction, a “Disposition”), except:
(a) Dispositions
of the following in the ordinary course of business: (i) obsolete, worn-out, used or surplus assets to the extent such assets are
no longer used or useful or necessary for the operation of the U.S. Borrower’s and the Restricted Subsidiaries’ business
(including allowing any registrations or any applications for registration of any immaterial Intellectual Property to expire, lapse or
be abandoned), (ii) inventory and goods held for sale or other immaterial assets, and (iii) cash and Cash Equivalents;
(b) leases,
subleases, licenses or sublicenses of any real or personal property in the ordinary course of business;
(c) Dispositions
to the U.S. Borrower or any Restricted Subsidiary; provided that any such Disposition involving a Restricted Subsidiary that is
not a Loan Party, (i) to the extent such Disposition constitutes an Investment, shall be made in compliance with Section 6.04
and (ii) otherwise, shall be made in compliance with Section 6.09;
(d) Dispositions
of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business and not as part of
any accounts receivables financing transaction;
(e) Dispositions
of assets subject to any casualty or condemnation proceeding (including in lieu thereof);
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(f) Dispositions
of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property
or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property;
(g) Liens
permitted by Section 6.02, Dispositions permitted by Section 6.03, Investments permitted by Section 6.04 and
Restricted Payments permitted by Section 6.08;
(h) Dispositions
of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture
parties set forth in joint venture arrangements and similar binding arrangements;
(i) Permitted
Dispositions;
(j) Dispositions
of the Equity Interest in, Indebtedness of, or other securities issued by, an Unrestricted Subsidiary;
(k) Dispositions;
provided that (i) no Event of Default shall have occurred and be continuing both immediately prior to and immediately after
such Disposition, (ii) the aggregate fair value (as determined in good faith by the U.S. Borrower) of all assets sold, transferred,
leased or otherwise disposed of in reliance on this clause shall not exceed 15% of Consolidated Total Assets of the U.S. Borrower in
any fiscal year (measured as of the last day of the immediately preceding fiscal year for which financial information has been delivered
pursuant to Section 5.01(a)); provided that unused amounts under this clause (ii) may be used in the following fiscal
year so long as the aggregate fair value (as determined in good faith by the U.S. Borrower) of all assets sold, transferred, leased or
otherwise disposed of do not exceed 20% of Consolidated Total Assets of the U.S. Borrower in any fiscal year (measured as of the last
day of the immediately preceding fiscal year for which financial information has been delivered pursuant to Section 5.01(a)) and
(iii) all Dispositions made in reliance on this clause shall be for fair value (as determined in good faith by the U.S. Borrower)
and, other than Dispositions of assets having a fair value (as determined in good faith by the U.S. Borrower) not in excess of $50,000,000
for any individual Disposition or $187,500,000 in the aggregate for all such Dispositions during the term of this Agreement, shall be
made for at least 75% Cash Consideration;
(l) Dispositions
of Securitization Assets pursuant to Permitted Securitization Financings and Permitted Receivables Financings;
(m) Dispositions
or series of related Dispositions if the aggregate fair market value (as determined in good faith by the U.S. Borrower) of the assets
transferred in such transaction or any such series of related transactions does not exceed $15,000,000;
(n) The
Industrial Specialties Product Line Disposition; and
(o) Dispositions
in connection with the Permitted Reorganization.
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“Cash Consideration” means, in respect of any Disposition
by the U.S. Borrower or any Restricted Subsidiary, (a) cash or Cash Equivalents received by it in consideration of such Disposition,
(b) any liabilities (as shown on the most recent balance sheet of the U.S. Borrower provided hereunder or in the footnotes thereto)
of the U.S. Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to
the Loan Document Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the U.S. Borrower
and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, and (c) any securities
received by the U.S. Borrower or such Restricted Subsidiary from such transferee that are converted by the U.S. Borrower or such Restricted
Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 270 days following the closing
of the applicable Disposition; provided that the amount of any Designated Noncash Consideration received by the U.S. Borrower
or any Restricted Subsidiary in such Disposition having an aggregate fair value (as determined in good faith by the U.S. Borrower), taken
together with all other Designated Noncash Consideration received pursuant to clause (k) of this Section 6.05 that is at
that time outstanding, not to exceed an amount equal to the greater of $25,000,000 and 1.0% of Consolidated Total Assets at the time
of the receipt of such Designated Noncash Consideration, with the fair value of each item of Designated Noncash Consideration being measured
by the U.S. Borrower in good faith at the time received and without giving effect to subsequent changes in value shall be deemed to be
cash or Cash Equivalents for purposes of this provision and for no other purpose.
Notwithstanding the foregoing, no such Disposition of any Equity Interests
in any Restricted Subsidiary shall be permitted unless (x) such Equity Interests constitute a majority of the Equity Interests
in such Restricted Subsidiary held by the U.S. Borrower and the Restricted Subsidiaries, (y) such Disposition is of a portion of
the Equity Interests of a Restricted Subsidiary that is not a Loan Party or (z) such Disposition is of a portion of the Equity
Interests of a Restricted Subsidiary that is a Loan Party and such Restricted Subsidiary will continue to be a Loan Party following such
Disposition and, in each case, such Disposition is permitted and utilizes capacity under Section 6.04.
SECTION 6.06 Sale/Leaseback
Transactions. None of the U.S. Borrower or any Restricted Subsidiary will enter into any Sale/Leaseback Transaction, except for any
such sale of any fixed or capital assets by a Borrower or any Restricted Subsidiary that is made for cash consideration in an amount
not less than the fair value (as determined in good faith by the U.S. Borrower) of such fixed or capital asset; provided that
(a) the sale or transfer of the property thereunder is permitted under Section 6.05, (b) any Capital Lease Obligations
arising in connection therewith are permitted under Section 6.01 and (c) any Liens arising in connection therewith (including
Liens deemed to arise in connection with any such Capital Lease Obligations) are permitted under Section 6.02.
SECTION 6.07 [Reserved].
SECTION 6.08 Restricted
Payments; Certain Payments of Indebtedness.
(a) None
of the U.S. Borrower or any Restricted Subsidiary will declare or make any Restricted Payment, except that:
(i) the
U.S. Borrower may declare and make any Restricted Payments with respect to its Equity Interests payable solely in additional Equity Interests
permitted hereunder;
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(ii) any
Restricted Subsidiary may declare and make any Restricted Payments in respect of its Equity Interests, in each case ratably to the holders
of such Equity Interests;
(iii) the
U.S. Borrower may redeem in whole or in part any of its Qualified Equity Interests in exchange for another class of Qualified Equity
Interests or rights to acquire its Qualified Equity Interests or with proceeds from substantially concurrent equity contributions or
issuances of new shares of its Qualified Equity Interests; provided that the terms and provisions material to the interests of
the Lenders, when taken as a whole, contained in such other class of Qualified Equity Interests are not materially more disadvantageous
to the Lenders as those contained in the Qualified Equity Interests redeemed thereby;
(iv) the
U.S. Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent all or
a portion of the exercise price of such options or warrants;
(v) the
U.S. Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the U.S. Borrower
in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the
U.S. Borrower;
(vi) so
long as no Default or Event of Default has occurred, is continuing or would result therefrom, the U.S. Borrower may redeem, acquire,
retire or repurchase (including through the issuance of promissory notes by the U.S. Borrower or any other Loan Party pursuant to Section 6.01(a)(xvi))
its Equity Interests (or any options or warrants or stock appreciation or similar rights issued with respect to any of such Equity Interests)
held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors,
executors, administrators, heirs, legatees or distributees) of the U.S. Borrower and its Restricted Subsidiaries upon the death, disability,
retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation or
similar rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment
termination agreement or any other employment agreements or equity holders’ agreement; provided that, except with respect
to non-discretionary repurchases, acquisitions, retirements or redemptions pursuant to the terms of any stock option or stock appreciation
rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination
agreement or any other employment agreement or equity holders’ agreement, the aggregate amount of all cash and Cash Equivalents
paid in respect of all such Equity Interests (or any options or warrants or stock appreciation or similar rights issued with respect
to any of such Equity Interests) so redeemed, acquired, retired or repurchased in any calendar year does not exceed the sum of (w) $12,500,000
plus (x) all net proceeds obtained by the U.S. Borrower during such calendar year from the sale of such Equity Interests to other
present or former officers, consultants, employees and directors in connection with any permitted compensation and incentive arrangements
plus (y) all net cash proceeds obtained from any key-man life insurance policies received during such calendar year;
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(vii) the
U.S. Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any
present or former employee, director, manager or consultant (or their respective Affiliates, estates or immediate family members) in
connection with the exercise of stock options and the vesting of restricted stock and may redeem, acquire, retire or repurchase (including
through deemed repurchases) its Equity Interests from such Persons; provided that all payments made under this clause (vii) shall
not exceed $25,000,000 in any calendar year;
(viii) any
Restricted Payment made in connection with the Transactions;
(ix) so
long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the U.S. Borrower may declare
and make any Restricted Payments, in an amount not to exceed, when aggregated with the amount of all payments of or in respect of Junior
Financing made under Section 6.08(b)(vi), the greater of $125,000,000 and 5% of Consolidated Total Assets in any calendar year;
and
(x) any
additional Restricted Payments, so long as (A) no Default or Event of Default shall have occurred and be continuing or would result
therefrom and (B) after giving Pro Forma Effect to such Restricted Payment and all transactions in connection therewith, the U.S.
Borrower shall be in Pro Forma Compliance with a Total Net Leverage Ratio, recomputed as of the last day of the most recently ended Test
Period for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), that is no greater than
0.25x less than the maximum Total Net Leverage Ratio set forth in Section 6.12(a) at such time (giving effect to any applicable
Increase Period).
(b) None
of the U.S. Borrower or any Restricted Subsidiary will make any payment or other distribution (whether in cash, securities or other property)
of or in respect of principal of or interest on any Junior Financing, or any payment of or other distribution (whether in cash, securities
or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, defeasance,
cancelation or termination of any Junior Financing, except:
(i) regularly
scheduled interest and principal payments as and when due in respect of any Junior Financing, other than payments in respect of Junior
Financing prohibited by the subordination provisions thereof, if any;
(ii) refinancings
of any Junior Financing to the extent permitted under Section 6.01;
(iii) the
conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the U.S. Borrower;
(iv) [Reserved];
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(v) payments
of or in respect of Junior Financing made solely with Equity Interests in the U.S. Borrower (other than Disqualified Equity Interests);
(vi) other
payments of or in respect of Junior Financing, in an amount not to exceed, when aggregated with the aggregate amount of all Restricted
Payments made under Section 6.08(a)(ix), the greater of $100,000,000 and 4% of Consolidated Total Assets in any calendar year;
and
(vii) any
additional payments or other distributions in respect of any Junior Financing, so long as (A) no Default or Event of Default shall
have occurred and be continuing or would result therefrom and (B) after giving Pro Forma Effect to such payment or other distribution
and all transactions in connection therewith, the U.S. Borrower shall be in Pro Forma Compliance with a Total Net Leverage Ratio, recomputed
as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or
5.01(b), that is no greater than 0.25x less than the maximum Total Net Leverage Ratio set forth in Section 6.12(a) at such
time (giving effect to any applicable Increase Period).
Notwithstanding the foregoing and for the avoidance of doubt, nothing
in this Section 6.08(b) shall prohibit the repayment or prepayment of intercompany subordinated Indebtedness in accordance
with the provisions of the Intercompany Note.
SECTION 6.09 Transactions
with Affiliates. None of the U.S. Borrower or any Restricted Subsidiary will sell, lease, license or otherwise transfer any assets
to, or purchase, lease, license or otherwise acquire any assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) transactions that are at prices and on terms and conditions substantially as favorable to the U.S. Borrower
or such Restricted Subsidiary as those that would prevail at such time in comparable arm’s-length transactions with unrelated third
parties (as determined in good faith by the U.S. Borrower) (or in the event there are no comparable transactions involving persons who
are not Affiliates of the U.S. Borrower or the relevant Subsidiary to apply for comparative purposes, on terms that, taken as a whole,
the U.S. Borrower has determined in good faith to be fair to the U.S. Borrower or the relevant Subsidiary), (b) transactions between
or among the U.S. Borrower and a Restricted Subsidiary or among Restricted Subsidiaries and not involving any other Affiliate, (c) any
Restricted Payment permitted under Section 6.08, (d) issuances by the U.S. Borrower of Equity Interests (other than Disqualified
Equity Interests), and receipt by the U.S. Borrower of capital contributions, (e) compensation, expense reimbursement and indemnification
of, and other employment arrangements with, directors, officers and employees of the U.S. Borrower or any Restricted Subsidiary entered
in the ordinary course of business, (f) loans and advances permitted under clauses (l), (m) and (o) of Section 6.04,
(g) the payment of Transaction Costs and the consummation of the Transactions, (h) the payment of customary fees and reasonable
out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of the U.S. Borrower
or any Restricted Subsidiary in the ordinary course of business to the extent attributable to the ownership or operation of the U.S.
Borrower or such Restricted Subsidiaries, (i) loans and Guarantees among the U.S. Borrower and the Restricted Subsidiaries to the
extent permitted under Article VI, (j) employment and severance arrangements and health, disability and similar insurance
or benefit plans between the U.S. Borrower and the Restricted Subsidiaries, on the one hand, and their respective directors, officers,
employees, on the other hand (including management and employee benefit plans or agreements, subscription agreements or similar agreements
pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with current or former employees, officers
or directors and stock option or incentive plans and other compensation arrangements) in the ordinary course of business or as otherwise
approved by the board of directors of the U.S. Borrower, (k) payments by any Restricted Subsidiary to the U.S. Borrower (either
directly or indirectly through such Restricted Subsidiary’s parent entity or entities) made to permit the U.S. Borrower to pay
any Taxes imposed on it as the common parent of a group filing a consolidated, combined, unitary or affiliated tax return of which the
U.S. Borrower and the Restricted Subsidiaries are members, in such amounts as required by the U.S. Borrower to pay the tax liability
in respect of such tax return to the extent such liability is directly attributable to the income of such Restricted Subsidiaries or
the U.S. Borrower; provided that such payments by the Restricted Subsidiaries to the U.S. Borrower shall not exceed the amount
owed to any Governmental Authority pursuant to such consolidated, combined, unitary or affiliated tax return, (l) transactions
pursuant to the Transition Services Agreement, (m) transactions pursuant to any Permitted Securitization Financing or any Permitted
Receivables Financing and (n) transactions constituting any part of the Permitted Reorganization.
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SECTION 6.10 Restrictive
Agreements. None of the U.S. Borrower or any Restricted Subsidiary will enter into, incur or permit to exist any agreement or other
arrangement that restricts (a) the ability of a Borrower or any Designated Subsidiary to create, incur or permit to exist any Lien
upon any of its assets (including real property) to secure any Obligations, (b) the ability of a Borrower or any Restricted Subsidiary
to Guarantee any Obligations or (c) the ability of any Restricted Subsidiary that is not a Loan Party to pay dividends or make
other distributions with respect to its Equity Interests or to make or repay loans or advances to the U.S. Borrower or any Restricted
Subsidiary; provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by Requirements
of Law, by any Loan Document or the terms of any Credit Agreement Refinancing Indebtedness, in the case of such Credit Agreement Refinancing
Indebtedness, not materially more restrictive than the Indebtedness being refinanced, (B) restrictions and conditions existing
on the Second Amendment and Restatement Effective Date and identified on Schedule 6.10 but shall apply to any amendment or modification
expanding the scope of, any such restriction or condition which makes such restrictions and conditions, taken as a whole, materially
more restrictive and, if such restrictions and conditions relate to any Indebtedness, restrictions under any Refinancing Indebtedness
of such Indebtedness, if such restrictions and conditions are not, taken as a whole, materially more restrictive, (C) in the case
of any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary, restrictions and conditions imposed by its Organizational
Documents or contained in any shareholders’ or similar agreement or that would create an enforceable right of termination in favor
of any other party thereto (other than the U.S. Borrower or any wholly-owned Restricted Subsidiary) under the terms of any such document
or agreement; provided that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests
in such Restricted Subsidiary, (D) restrictions and conditions imposed on any Restricted Subsidiary in existence at the time such
Restricted Subsidiary became a Restricted Subsidiary (but shall apply to any amendment or modification expanding the scope of any such
restriction or condition which makes such restrictions and conditions, taken as a whole, materially more restrictive); provided
that such restrictions and conditions apply only to such Restricted Subsidiary, (E) customary provisions contained in leases, sub-leases,
licenses, sub-licenses or similar agreements, including with respect to Intellectual Property and other agreements, in each case entered
into in the ordinary course of business; provided that such provisions apply only to the assets that are the subject of such lease,
sub-lease, license, sub-license or other agreement and shall not apply to any other assets of the U.S. Borrower or any Restricted Subsidiary,
(F) any restriction on a Subsidiary, or an asset, imposed pursuant to an agreement entered into for the permitted sale or disposition
of the Equity Interests or assets of such Subsidiary, or of such asset, pending the closing of such sale or disposition, (G) any
restrictions imposed by any agreement relating to a Lien permitted by Section 6.02(iv) or (v) of this Agreement to
the extent that such restrictions apply only to the property or assets subject to such Lien (which in any event do not restrict the granting
of Liens on the Collateral not included in such property or assets), (H) restrictions in agreements representing Indebtedness permitted
to be incurred under Section 6.01 of a Subsidiary that is not a Loan Party and not relating to any Loan Party, (I) restrictions
contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary, (J) restrictions
contained in any documents entered into in connection with a Permitted Receivables Financing with respect to any assets (and any proceeds
in respect thereof) subject thereto and (K) restrictions imposed by the terms of any Indebtedness of the U.S. Borrower or any of
its Restricted Subsidiaries that is incurred pursuant to Section 6.01; provided that such restrictions (A) are no less favorable
to the U.S. Borrower or such Restricted Subsidiary, taken as a whole, than those contained in this Agreement (as determined by the U.S.
Borrower in good faith) or (B) will not materially affect the Borrowers’ ability to make anticipated principal or interest
payments pursuant to this Agreement (as determined by the U.S. Borrower in good faith), (ii) clause (a) of the foregoing
shall not apply to restrictions on pledging joint venture interests included in customary provisions in joint venture agreements or arrangements
and other agreements and other similar agreements applicable to joint ventures, (iii) clause (a) of the foregoing shall not
apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by clause (vi) or
(vii)(2) or (vii)(3) of Section 6.01(a) if such restrictions or conditions apply only to the assets securing
such Indebtedness, (B) restrictions on conditions on pledges or deposits constituting Permitted Encumbrances if such restrictions
on conditions apply only to such pledges or deposits, (C) customary provisions in leases, licenses and other agreements restricting
the assignment thereof, and (D) restrictions or conditions contained in any trading, netting, operating, construction, service,
supply, purchase or sale agreement to which the U.S. Borrower or any Restricted Subsidiary is a party entered into in the ordinary course
of business; provided that such agreement prohibits the encumbrance solely of the property or assets of the U.S. Borrower or the
Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does
not extend to any other asset or property and (iv) clauses (b) and (c) of the foregoing shall not apply to (A) customary
restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary, or a business unit, division, product
line or line of business, that are applicable solely pending such sale; provided that such restrictions and conditions apply only
to the Restricted Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such sale is permitted
hereunder, (B) restrictions and conditions imposed by agreements relating to Indebtedness of any Restricted Subsidiary in existence
at the time such Restricted Subsidiary became a Restricted Subsidiary and otherwise permitted by clause (vii)(2) or (vii)(3) of
Section 6.01(a) (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition);
provided that such restrictions and conditions apply only to such Restricted Subsidiary, (C) restrictions on cash or other
deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (D) restrictions
and conditions imposed by agreements relating to Indebtedness of Restricted Subsidiaries that are not Loan Parties permitted under Section 6.01(a);
provided that such restrictions and conditions apply only to such Restricted Subsidiaries. Nothing in this paragraph shall be
deemed to modify the requirements set forth in the definition of the term “Collateral and Guarantee Requirement” or the obligations
of the Loan Parties under Sections 5.03, 5.04 or 5.12 or under the Security Documents.
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SECTION 6.11 [Reserved].
SECTION 6.12 Financial
Covenants.
(a) The
Borrowers will not permit the Total Net Leverage Ratio for any Test Period to be greater than 4.00 to 1.00. Notwithstanding the foregoing,
upon the closing of a Material Permitted Acquisition and until and including the end of the fourth full fiscal quarter thereafter (each
such period, an “Increase Period”), the maximum permitted Total Net Leverage Ratio shall be increased to 4.50 to 1.00
(a “Step-Up”) for each Test Period ending during such Increase Period; provided that (x) such Increase
Period shall be in effect for any fiscal quarter only to the extent that the U.S. Borrower shall have indicated in the Compliance Certificate
for such fiscal quarter (1) the date on which such Increase Period commenced and (2) that such Increase Period remains in
effect for the applicable quarter and (y) in any period of five consecutive full fiscal quarters immediately following a Material
Permitted Acquisition there shall be at least one fiscal quarter as of the end of which the Total Net Leverage Ratio has been complied
with, without giving effect to a Step-Up.
(b) The
Borrowers will not permit the Interest Coverage Ratio for any Test Period to be less than 3.00 to 1.00.
SECTION 6.13 Fiscal
Year. The Borrowers will not, and the Borrowers will not permit any other Loan Party to, change its fiscal year to end on a date
other than December 31; provided, that the Borrowers and their Subsidiaries may change their fiscal year end one or more
times, subject to such adjustments to this Agreement as the Borrowers and Administrative Agent shall reasonably agree are necessary or
appropriate in connection with such change (and the parties hereto hereby authorize the Borrowers and the Administrative Agent to make
any such amendments to this Agreement as they jointly deem necessary to give effect to the foregoing).
SECTION 6.14 [Reserved].
ARTICLE VII
Events of Default
SECTION 7.01 Events
of Default. If any of the following events (“Events of Default”) shall occur:
(a) any
Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the
same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;
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(b) any
Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referenced in clause (a) of
this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure
shall continue unremedied for a period of five or more days;
(c) any
representation or warranty made or deemed made by or on behalf of the U.S. Borrower or any Restricted Subsidiary in or in connection
with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any written report, certificate, financial
statement or other written statement or document furnished pursuant to or in connection with any Loan Document or any amendment or modification
thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made;
(d) any
Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.05 (with respect
to the existence of any Borrower) or 5.11(e) or in Article VI;
(e) any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified
in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after receipt
of written notice thereof by the Borrower Representative from the Administrative Agent or the Required Lenders (with a copy to the Administrative
Agent in the case of any such notice from the Required Lenders);
(f) the
U.S. Borrower or any Restricted Subsidiary shall (x) fail to make any payment (whether of principal, interest, termination payment
or other payment obligation and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due
and payable and such failure shall continue beyond the period of grace, if any, provided in the agreement or instrument under which such
Material Indebtedness was created, or (y) fail to observe or perform, within any applicable grace period, any covenants or agreements
contained in any agreements or instruments relating to any Material Indebtedness to the extent that such failure results in any Material
Indebtedness becoming due prior to its scheduled maturity or enables or permits the holder or holders of any Material Indebtedness or
any trustee or agent on its or their behalf, or, in the case of any Hedging Agreement, the applicable counterparty, to cause such Material
Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity
or, in the case of any Hedging Agreement, to cause the termination thereof, in each case unless such failure has been cured or waived
by the holders of such Material Indebtedness; provided that this clause (f) shall not apply to (A) Material Indebtedness
outstanding under any Hedging Agreement that becomes due pursuant to the occurrence of a termination event or equivalent event under
the terms of such Hedging Agreement, in each case, other than as a result of the occurrence of a default or event of default under, or
breach of the terms of, such Hedging Agreement, (B) any secured Indebtedness that becomes due as a result of a disposition or transfer
of, or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding
of, any of the assets securing such Indebtedness, (C) any Indebtedness that becomes due as a result of a refinancing thereof permitted
under Section 6.01, (D) any customary offer to repurchase provisions upon an asset sale; (E) customary debt and equity
proceeds prepayment requirements contained in any bridge or other interim credit facility; (F) Indebtedness of any person assumed
in connection with the acquisition of such person to the extent that such Indebtedness is repaid as required by the terms thereof as
a result of the acquisition of such person or (G) the redemption of any Indebtedness incurred to finance an acquisition pursuant
to any special mandatory redemption feature that is triggered as a result of the failure of such acquisition to occur;
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(g) one
or more ERISA Events shall have occurred that would, individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect;
(h) (i) an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (A) liquidation, reorganization or
other relief in respect of any Borrower or any Designated Subsidiary or its debts, or of a substantial part of its assets, under any
federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (B) the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Borrower or a Designated Subsidiary or for a
substantial part of its assets, and, in any such case referenced to in clause (A) or (B) above, such proceeding or petition
shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered, or (ii) a
Belgian Insolvency Event shall occur in respect of any Belgian Loan Party;
(i) the
U.S. Borrower or any Designated Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation
(other than any liquidation permitted by clause (v) of Section 6.03(a)), reorganization or other relief under any federal,
state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution
of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (i) of this Article,
(iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official
for the U.S. Borrower or any Designated Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding or (v) make a general assignment for the benefit of creditors,
or the board of directors (or similar governing body) of the U.S. Borrower or any Designated Subsidiary (or any committee thereof) shall
adopt any resolution or otherwise authorize any action to approve any of the actions referred to above in this clause (i) or clause
(j) of this Article;
(j) one
or more judgments for the payment of money in an aggregate amount in excess of $75,000,000 (other than any such judgment covered by insurance
(other than under a self-insurance program) to the extent a claim therefor has been made in writing and liability therefor has not been
denied by the insurer), shall be rendered against the U.S. Borrower, any Restricted Subsidiary or any combination thereof and the same
shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively satisfied, vacated, discharged,
stayed or bonded pending appeal, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the
U.S. Borrower or any Restricted Subsidiary to enforce any such judgment;
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(k) on
or after the Second Amendment and Restatement Effective Date, any Lien purported to be created under any Security Document shall cease
to be, or shall be asserted by any Loan Party not to be, a valid and (to the extent required under the Loan Documents) perfected Lien
on any Collateral having, individually or in the aggregate, a fair market value in excess of $25,000,000, with the priority required
by the applicable Security Document, except as a result (i) of a disposition of the applicable Collateral in a transaction permitted
under the Loan Documents or other release or termination of such Lien in accordance with the Loan Documents (which, in each case, includes,
without limitation, as a result of the Permitted Reorganization) or (ii) from the Collateral Agent no longer having possession
of certificates, promissory notes or other instruments actually delivered to it representing securities or instruments pledged under
the Collateral Agreements or results from a Uniform Commercial Code filing having lapsed because a Uniform Commercial Code continuation
statement was not filed in a timely manner;
(l) on
or after the Second Amendment and Restatement Effective Date, any Guarantee or co-Borrower obligation of the U.S. Borrower, the Belgian
Borrower, the U.K. Borrower or any other Loan Party, as applicable, under any Loan Document shall cease to be, or shall be asserted by
any Loan Party not to be, in full force and effect, except upon the consummation of any transaction permitted under this Agreement as
a result of which the Subsidiary Loan Party providing such Guarantee ceases to be a Restricted Subsidiary or upon the termination of
such Loan Document in accordance with its terms; or
(m) a
Change in Control shall occur;
then, and in every such event (other than an event with respect to
the U.S. Borrower, the Belgian Borrower or the U.K. Borrower described in clause (h) or (i) of this Section 7.01),
and at any time after the occurrence of the Second Amendment and Restatement Effective Date and thereafter during the continuance of
such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower Representative,
take any or all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments
shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part (but ratably as
among the Classes of Loans and the Loans of each Class at the time outstanding), in which case any principal not so declared to
be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers hereunder, shall become due and
payable immediately, and (iii) require the deposit of cash collateral in respect of LC Exposure as provided in Section 2.05(i),
in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; and in
the case of any event with respect to any Borrower of the type described in clause (h) or (i) of this Article, the Commitments
shall automatically terminate, the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrowers hereunder, shall immediately and automatically become due and payable and the deposit of such cash collateral
in respect of LC Exposure shall immediately and automatically become due, in each case without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Borrowers.
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SECTION 7.02 Crediting
of Payments and Proceeds. In the event that the Obligations have been accelerated pursuant to Section 7.01 or the Administrative
Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received by the Lenders
upon the Obligations and all net proceeds from the enforcement of the Obligations shall be applied:
First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorneys’
fees, payable to the Administrative Agent in its capacity as such, each applicable Issuing Bank in its capacity as such and the Swingline
Lender, ratably among the Administrative Agent, such Issuing Banks and the Swingline Lender in proportion to the respective amounts described
in this clause First payable to them;
Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable
to the Lenders under the Loan Documents, including attorneys’ fees, ratably among the Lenders in proportion to the respective amounts
described in this clause Second payable to them;
Third,
to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion
to the respective amounts described in this clause Third payable to them;
Fourth,
to payment of that portion of the Obligations constituting unpaid principal of the Loans and payment obligations then owing under the
other Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held
by them;
Fifth,
to the Administrative Agent for the account of the Issuing Banks, to cash collateralize any LC Exposure then outstanding; and
Last,
the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by applicable
law.
Notwithstanding the foregoing, Obligations consisting of Cash Management
Obligations and Hedging Obligations shall be excluded from the application described above if the Administrative Agent has not received
written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash
Management Bank or Hedge Bank, as the case may be.
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ARTICLE VIII
The Administrative Agent
SECTION 8.01 Administrative
Agent.
(a) Each
of the Lenders and the Issuing Banks hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement
and its successors to serve as administrative agent and collateral agent under the Loan Documents, and authorizes the Administrative
Agent to take such actions and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents,
together with such actions and powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any
jurisdiction other than the United States of America, each of the Lenders and the Issuing Banks hereby grants to the Administrative Agent
any required powers of attorney to execute and enforce any Security Document, including any Junior Lien Intercreditor Agreement, governed
by the laws of such jurisdiction on such Lender’s or Issuing Bank’s behalf. The Lenders hereby authorize the Administrative
Agent to negotiate the terms of any Security Document, including any Junior Lien Intercreditor Agreement, and to execute and deliver,
and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights,
powers and remedies that the Administrative Agent may have under such Loan Documents. Each Lender and each Issuing Bank exempts the Administrative
Agent from the restrictions pursuant to Section 181 Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable
to it pursuant to any other applicable law, in each case to the extent legally possible to such Lender and Issuing Bank. A Lender and
any Issuing Bank which cannot grant such exemption shall notify the Administrative Agent accordingly and, upon request of the Administrative
Agent, either act in accordance with the terms of this Agreement and/or any other Loan Document as required pursuant to this Agreement
and/or such other Loan Document or grant a special power of attorney to a party acting on its behalf, in a manner that is not prohibited
pursuant to Section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and/or any other applicable laws. Each of
the Lenders hereby further authorizes the Administrative Agent to enter into the Lender Loss Sharing Agreement and any respective amendments
thereto on behalf of such Lender. Without limiting the generality of the foregoing, each of the Lenders hereby authorizes and directs
the Administrative Agent to bind each Lender to the actions required by such Lender under the terms of the Lender Loss Sharing Agreement.
(b) Each
of the Lenders and the Issuing Banks hereby irrevocably designates and appoints the Administrative Agent as its representative (vertegenwoordiger/représentant)
within the meaning of (i) Article 3 of Title XVII of Book III of the Belgian Civil Code, as introduced by the law of 11 July 2013
on in rem security interests over movable assets, as amended from time to time (and its implementing Royal Decree of 14 September 2017)
and (ii) Article 5 of the Belgian Act of 15 December 2004 on financial collateral arrangements and several tax dispositions
in relation to security collateral arrangements and loans of financial instruments, as amended from time to time, to create, register,
manage and/or enforce on its behalf any Lien created by the Belgian Security Agreements.
(c) The
Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender or an Issuing
Bank as any other Lender or Issuing Bank and may exercise the same as though it were not the Administrative Agent, and such Person and
its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally
engage in any kind of business with the U.S. Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative
Agent hereunder and without any duty to account therefor to the Lenders.
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(d) The
Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting
the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless
of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary
action or to exercise any discretionary power, except discretionary rights and powers expressly contemplated by the Loan Documents that
the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of
the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances
as provided in the Loan Documents) and, unless and until revoked in writing, such instructions shall be binding upon each Lender and
each Issuing Bank, provided that the Administrative Agent shall not be required to take any action that, in its opinion, could
expose the Administrative Agent to liability or be contrary to any Loan Document or applicable law, including any action that may be
in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors
or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law
relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent
may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from
acting until such clarification or direction has been provided, and (c) except as expressly set forth in the Loan Documents, the
Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating
to the U.S. Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person
serving as Administrative Agent or any of its Affiliates in any capacity.
(e) Neither
the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or not taken by it with the consent
or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative
Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or in the absence of its
own gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction by a final and non-appealable
judgment or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made
by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement
or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement
or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic
Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature
page) or for any failure of any Loan Party to perform its obligations hereunder or thereunder.
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(f) The
Administrative Agent shall be deemed not to have knowledge of any (i) notice of any of the events or circumstances set forth or
described in Section 5.02 unless and until written notice thereof stating that it is a “notice under Section 5.02”
in respect of this Agreement and identifying the specific clause under said Section is given to the Administrative Agent by the
Borrower Representative, or (ii) notice of any Default or Event of Default unless and until written notice thereof (stating that
it is a “notice of Default” or a “notice of an Event of Default”) is given to the Administrative Agent by the
Borrower Representative, a Lender or an Issuing Bank, and the Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents
of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default or Event
of Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document, the existence of any Collateral and creation, perfection or priority of any liens thereon, or (v) the satisfaction
of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required
to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being
acceptable or satisfactory to the Administrative Agent. Notwithstanding anything herein to the contrary, the Administrative Agent shall
not have any liability arising from any confirmation of the Revolving Exposure or the component amounts thereof or any portion thereof
attributable to each Lender or Issuing Bank, or any Exchange Rate or Dollar Equivalent. Nothing in this Agreement shall require the Administrative
Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or
in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
(g) Without
limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory
note has been assigned in accordance with Section 9.04, (ii) may rely on the Register to the extent set forth in Section 9.04(b),
(iii) may consult with legal counsel (including counsel to the Borrowers), independent public accountants and other experts selected
by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts, (iv) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible
to any Lender or Issuing Bank for any statements, warranties or representations made by or on behalf of any Loan Party in connection
with this Agreement or any other Loan Document, (v) in determining compliance with any condition hereunder to the making of a Loan,
or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, may presume
that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the
contrary from such Lender or Issuing Bank sufficiently in advance of the making of such Loan or the issuance of such Letter of Credit
and (vi) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document
by acting upon, any notice, consent, certificate or other instrument or writing (which writing may be a fax, any electronic message, Internet
or intranet website posting or other distribution) or any statement made to it orally or by telephone and believed by it to be genuine
and signed or sent or otherwise authenticated by the proper party or parties (whether or not such Person in fact meets the requirements
set forth in the Loan Documents for being the maker thereof).
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(h) The
Administrative Agent shall be entitled to rely, and shall not incur any liability for relying, upon any notice, request, certificate,
consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person (whether
or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof).
The Administrative Agent also shall be entitled to rely, and shall not incur any liability for relying, upon any statement made to it
orally or by telephone and believed by it to be made by the proper Person (whether or not such Person in fact meets the requirements
set forth in the Loan Documents for being the signatory, sender or authenticator thereof), and may act upon any such statement prior
to receipt of written confirmation thereof. The Administrative Agent may consult with legal counsel (who may be counsel for the U.S.
Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.
(i) In
performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf
of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the
Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:
(i) the
Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the
agent, fiduciary or trustee of or for any Lender, Issuing Bank or holder of any other obligation other than as expressly set forth
herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it
is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with
reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising
under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect
only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim
against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement
and/or the transactions contemplated hereby; and
(ii) nothing
in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element
of any sum received by the Administrative Agent for its own account.
(j) The
Administrative Agent may perform any of and all its duties and exercise its rights and powers hereunder or under any other Loan Document
by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform
any of and all their duties and exercise their rights and powers through their respective Related Parties. The exculpatory provisions
of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent,
and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well
as activities as Administrative Agent.
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(k) In
case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any other Obligation
shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent
shall have made any demand on the Borrowers) shall be entitled and empowered (but not obligated) by intervention in such proceeding or
otherwise:
(i) to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have
the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.17
and 9.03) allowed in such judicial proceeding; and
(ii) to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such proceeding is hereby authorized by each Lender, each Issuing Bank and each other Secured Party
to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such
payments directly to the Lenders, the Issuing Banks or the other Secured Parties, to pay to the Administrative Agent any amount due to
it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing
Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing
Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding.
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(l) Subject
to the terms of this paragraph, the Administrative Agent may resign at any time from its capacity as such. In connection with such resignation,
the Administrative Agent shall give notice of its intent to resign to the Lenders, the Issuing Banks and the Borrower Representative.
Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor, which successor, so
long as no Event of Default shall have occurred and be continuing, shall be subject to approval by the Borrowers (which approval shall
not be unreasonably withheld or delayed). If no successor shall have been so appointed by the Required Lenders and approved by the Borrowers
(to the extent required) and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice
of its intent to resign, then the retiring Administrative Agent may (with the consent of the Borrowers, such consent not to be unreasonably
withheld or delayed), on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent. Upon the acceptance of
its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrowers and such successor. Notwithstanding
the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within
30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice
of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower Representative, whereupon, on the date of
effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest
granted to the Administrative Agent in its capacity as Collateral Agent under any Security Document for the benefit of the Secured Parties,
the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the
Secured Parties and continue to be entitled to the rights set forth in such Security Document, and, in the case of any Collateral in
the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative
Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative
Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain
the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder
or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall
be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the
Administrative Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative
Agent’s resignation from its capacity as such, the provisions of this Article and Section 9.03, as well as any exculpatory,
reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any
of them while it was acting as Administrative Agent and in respect of the matters referred to in the proviso under clause (a) above.
(m) For
purposes of any Belgian Collateral Document or any other right of pledge governed by the laws of Belgium, any resignation by the Administrative
Agent is not effective with respect to its rights under the Parallel Debt until all rights and obligations under the Parallel Debt have
been assigned and assumed to the successor agent. The Administrative Agent will reasonably cooperate in transferring its rights and obligations
under the Parallel Debt to any such successor agent and will reasonably cooperate in transferring all rights under any Belgian Collateral
Document or any Security Document governed by the laws of Belgium to such successor agent.
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(n) Each
Lender and each Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility,
(ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be
applicable to such Lender or Issuing Bank, in each case in the ordinary course of business, and not for the purpose of purchasing, acquiring
or holding any other type of financial instrument (and each Lender and each Issuing Bank agrees not to assert a claim in contravention
of the foregoing), (iii) it has, independently and without reliance upon the Administrative Agent, any Arranger, any Syndication
Agent, any Documentation Agent or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based
on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement
as a Lender, and to make, acquire or hold Loans hereunder and (iv) it is sophisticated with respect to decisions to make, acquire
and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank,
and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide
such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each
Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger,
any Syndication Agent, any Documentation Agent or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing,
and based on such documents and information (which may contain material, non-public information within the meaning of the United States
securities laws concerning the Borrowers and their Affiliates) as it shall from time to time deem appropriate, continue to make its own
decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any
document furnished hereunder or thereunder.
(o) Each
Lender, by delivering its signature page to this Agreement on the Signing Date, or delivering its signature page to an Assignment
and Assumption or an Incremental Facility Agreement pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged
receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by
or satisfactory to, the Administrative Agent or the Lenders on the Signing Date or the Initial Funding Date.
(p) No
Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations,
it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative
Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Administrative Agent
on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the
purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, as agent
for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless
the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment
of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Loan Document
Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent on behalf of the Secured
Parties at such sale or other disposition. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the
benefits of the Collateral and of the Guarantees of the Obligations provided under the Loan Documents, to have agreed to the foregoing
provisions.
(q) In
furtherance of the foregoing and not in limitation thereof, no Hedging Agreement the obligations under which constitute Obligations will
create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or
release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral,
each Secured Party that is a party to any such Hedging Agreement shall be deemed to have appointed the Administrative Agent to serve
as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party
thereunder, subject to the limitations set forth in this paragraph.
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(r) To
the extent required by any applicable Requirements of Law, the Administrative Agent may deduct or withhold from any payment to any Lender
an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a
claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason
(including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative
Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall
indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent
as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses,
allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by
the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative
Agent shall be conclusive absent manifest error. The indemnity under this Section 8.01(r) shall be paid within 20 days after
the Administrative Agent delivers to any Lender a certificate stating the amount of any such Taxes so paid or payable by the Administrative
Agent and describing the basis for the indemnification claim. Each Lender hereby authorizes the Administrative Agent to set off and apply
any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document or from any other sources against
any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement
of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the
repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall,
for purposes of this paragraph, include any Issuing Bank and any Swingline Lender and (2) this paragraph shall not limit or expand
the obligations of the Loan Parties under Section 2.17 or any other provision of this Agreement.
(s) Notwithstanding
anything herein to the contrary, no Person named on the cover page of this Agreement as Joint Lead Arranger, Joint Bookrunner,
Syndication Agent or Documentation Agent shall have any duties or obligations under this Agreement or any other Loan Document (except
in its capacity, as applicable, as a Lender or an Issuing Bank or as otherwise may be agreed in writing), but all such Persons shall
have the benefit of the indemnities provided for hereunder.
(t) Except
as set forth in Section 8.01(l), the provisions of this Article are solely for the benefit of the Administrative Agent, the
Lenders and the Issuing Banks, and, except as set forth in Section 8.01(l), none of the Borrowers or any other Loan Party shall
have any rights as a third party beneficiary of any such provisions.
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(u) Each
Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in
its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment,
prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”)
were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion
thereof), such Lender shall promptly, but in no event later than one Business Day thereafter (or such later date as the Administrative
Agent, may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Payment (or portion
thereof) as to which such a demand was made in same day funds, together with interest thereon (except to the extent waived in writing
by the Administrative Agent) in respect of each day from and including the date such Payment (or portion thereof) was received by such
Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent
permitted by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim,
defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return
of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine.
A notice of the Administrative Agent to any Lender under this Section 8.01(u) shall be conclusive, absent manifest
error.
(i) Each
Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that
is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or
any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded
or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment.
Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error,
such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall
promptly, but in no event later than one Business Day thereafter (or such later date as the Administrative Agent, may, in its sole discretion,
specify in writing), return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand
was made in same day funds, together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect
of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid
to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation from time to time in effect.
(ii) The
Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered
from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all
the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise
satisfy any Obligations owed by the Borrower or any other Loan Party.
(iii) Each
party’s obligations under this Section 8.01(u) shall survive the resignation or replacement of the
Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments
or the repayment, satisfaction or discharge of all Obligations under any Loan Document.
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SECTION 8.02 Parallel
Debt. Each Belgian Loan Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance)
to pay to the Administrative Agent amounts equal to any amounts owing from time to time by such Belgian Loan Party to any Secured Party
under this Agreement, any other Loan Document or other relevant document pursuant to any Corresponding Obligations as and when those
amounts are due under any Loan Document or other relevant document (such payment undertakings under this Section 8.02 and the obligations
and liabilities resulting therefrom being the “Parallel Debt”).
(a) The
Administrative Agent shall have its own independent right to demand and receive payment of the Parallel Debt by the Belgian Loan Parties.
Each Belgian Loan Party and the Administrative Agent acknowledge that the obligations of each Belgian Loan Party under this Section 8.02
are several, separate and independent from, and shall not in any way limit or affect, the Corresponding Obligations nor shall the amount
for which each Belgian Loan Party is liable under Section 8.02 be limited or affected in any way by its Corresponding Obligations
provided that:
(i) the
Parallel Debt shall be decreased to the extent that the Corresponding Obligations have been irrevocably paid or discharged (other than,
in each case, contingent obligations);
(ii) the
Corresponding Obligations shall be decreased to the extent that the Parallel Debt has been irrevocably paid or discharged;
(iii) the
amount of the Parallel Debt shall at all times be equal to the amount of the Corresponding Obligations;
(iv) the
Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations; and
(v) for
the avoidance of doubt the Parallel Debt will become due and payable at the same time when the Corresponding Obligations become due and
payable.
(b) The
security granted under any Belgian Collateral Document with respect to Parallel Debt is granted to the Administrative Agent in its capacity
as sole creditor of the Parallel Debt.
(c) Without
limiting or affecting the Administrative Agent’s rights against any Belgian Loan Party (whether under this Agreement or any other
Loan Document), each Belgian Loan Party acknowledges that:
(i) nothing
in this Agreement shall impose any obligation on the Administrative Agent to advance any sum to any Belgian Loan Party or otherwise under
any Loan Document; and
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(ii) for
the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or
commitment other that those which it has in its capacity as a Lender.
(d) The
parties to this Agreement acknowledge and confirm that the parallel debt provisions contained herein shall not be interpreted so as to
increase the maximum total amount of the Obligations.
(e) The
Parallel Debt shall remain effective in case a third Person should assume or be entitled, partially or in whole, to any rights of any
of the Secured Parties under any of the other Loan Documents, be it by virtue of assignment, assumption or otherwise.
(f) All
monies received or recovered by the Administrative Agent pursuant to this Agreement and all amounts received or recovered by the Administrative
Agent from or by the enforcement of any security granted to secure the Parallel Debt shall be applied in accordance with this Agreement.
(g) For
the purpose of this Section 8.02, the Administrative Agent acts in its own name and on behalf of itself and not as agent, trustee
or representative of any other Secured Party.
SECTION 8.03 Certain
ERISA Matters.
(a) Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from
the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the
Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least
one of the following is and will be true:
(i) such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters
of Credit, the Commitments or this Agreement,
(ii) the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption
for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined
by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and
performance of the Loans, the Letters of Credit, the Commitments and this Agreement,
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(iii) (A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of
PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,
participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies
the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such
Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or
(iv) such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender.
(b) In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender
or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately
preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto,
to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party
hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any
other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement
(including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document
or any documents related hereto or thereto).
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SECTION 8.04 Credit
Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to
credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all
of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one
or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the
Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to
which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or
with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable
law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall
be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect
to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the
liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the
contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle
or vehicles that are issued in connection with such purchase). In connection with any such bid, (i) the Administrative Agent shall
be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles,
(ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any
further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the
Administrative Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided
that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets
or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by
the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable
acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the
limitations on actions by the Required Lenders contained in Section 9.02 of this Agreement), (iv) the Administrative Agent
on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of
the relevant Obligations which were credit bid, interests, whether as equity, partnership interests, limited partnership interests or
membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need
for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Obligations that are assigned
to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because
the amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle
or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata with their original interest in such
Obligations and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically
be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the
ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause
(ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any
designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative
Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit
bid or the consummation of the transactions contemplated by such credit bid.
SECTION 8.05 No
Investment Advice. The Administrative Agent, and each Arranger, Syndication Agent and Documentation Agent hereby informs the Lenders
that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the
transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such
Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the
Commitments, this Agreement and any other Loan Documents (ii) may recognize a gain if it extended the Loans, the Letters of Credit
or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments
by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents
or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking
fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting
fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage
or other early termination fees or fees similar to the foregoing.
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SECTION 8.06 Borrower
Communications.
(a) The
Administrative Agent, the Lenders and the Issuing Banks agree that the Borrowers may, but shall not be obligated to, make any Borrower
Communications to the Administrative Agent through an electronic platform chosen by the Administrative Agent to be its electronic transmission
system (the “Approved Borrower Portal”).
(b) Although
the Approved Borrower Portal and its primary web portal are secured with generally-applicable security procedures and policies implemented
or modified by the Administrative Agent from time to time (including, as of the Second Amendment and Restatement Effective Date, a user
ID/password authorization system), each of the Lenders, each of the Issuing Banks and each of the Borrowers acknowledges and agrees that
the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible
for approving or vetting the representatives or contacts of the Borrowers that are added to the Approved Borrower Portal, and that there
may be confidentiality and other risks associated with such distribution. Each of the Lenders, each of the Issuing Banks and each of
the Borrowers hereby approves distribution of Borrower Communications through the Approved Borrower Portal and understands and assumes
the risks of such distribution.
(c) THE
APPROVED BORROWER PORTAL IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO
NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER COMMUNICATION, OR THE ADEQUACY OF THE APPROVED BORROWER PORTAL AND EXPRESSLY
DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED BORROWER PORTAL AND THE BORROWER COMMUNICATIONS. NO WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT
OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE BORROWER
COMMUNICATIONS OR THE APPROVED BORROWER PORTAL. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER, ANY DOCUMENTATION AGENT, ANY
SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY
LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT
OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING
OUT OF ANY BORROWER’S TRANSMISSION OF BORROWER COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED BORROWER PORTAL.
(d) Each
of the Lenders, each of the Issuing Banks and each of the Borrowers agrees that the Administrative Agent may, but (except as may be required
by applicable law) shall not be obligated to, store the Borrower Communications on the Approved Borrower Portal in accordance with the
Administrative Agent’s generally applicable document retention procedures and policies.
(e) Nothing
herein shall prejudice the right of the Borrowers to give any notice or other communication pursuant to any Loan Document in any other
manner specified in such Loan Document.
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ARTICLE IX
Miscellaneous
SECTION 9.01 Notices.
(a) Except
in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below),
all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by fax or other electronic communication, as follows:
(i) if
to the Borrower Representative, the U.S. Borrower, the Belgian Borrower or the U.K. Borrower, to it at Ingevity Corporation, 4920 O’Hear
Avenue, North Charleston, SC 29405, Attention: Phillip J. Platt (email: phillip.platt@Ingevity.com), with a copy to Law & Compliance
(email: legal@ingevity.com), it being agreed that notice delivered to the U.S. Borrower shall be deemed to have been given to the Belgian
Borrower and/or the U.K. Borrower upon delivery to the U.S. Borrower;
(ii) if
to the Administrative Agent, to JPMorgan Chase Bank, N.A. and J.P. Morgan SE, 10 South Dearborn, Floor L2, Chicago, IL 60603-2300,
United States, Attention: April Yebd, Client Processing Specialist (Fax No. 844-490-5665; email: jpm.agency.servicing.1@jpmorgan.com);
(iii) if
to any Issuing Bank, to it at its address (or fax number or email address) most recently specified by it in a notice delivered to the
Administrative Agent and the Borrower Representative (or, in the absence of any such notice, to the address (or fax number or email address)
set forth in the Administrative Questionnaire of the Lender that is serving as such Issuing Bank or is an Affiliate thereof);
(iv) if
to the Swingline Lender, to it at its address (or fax number or email address) most recently specified by it in a notice delivered to
the Administrative Agent and the Borrower Representative (or, in the absence of any such notice, to the address (or fax number or email
address) set forth in the Administrative Questionnaire of the Lender that is serving as Swingline Lender or is an Affiliate thereof);
and
(v) if
to any other Lender, to it at its address (or fax number or email address) set forth in its Administrative Questionnaire.
Notices sent by hand or overnight courier service, or mailed by certified
or registered mail, shall be deemed to have been given when received; notices sent by fax shall be deemed to have been given when sent
(except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business
on the next Business Day for the recipient); and notices delivered through electronic communications or Approved Borrower Portals, to
the extent provided in paragraph (b) below shall be effective as provided in such paragraph.
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(b) Notices,
financial statements and similar deliveries and other communications to the Lenders and Issuing Banks hereunder may be delivered or furnished
by electronic communications or Approved Borrower Portals, as applicable, (including email and Internet and intranet websites) pursuant
to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices under Article II
to any Lender or Issuing Bank if such Lender or Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable
of receiving notices under such Article by electronic communication. Any notices or other communications to the Administrative
Agent, the Borrower Representative, the U.S. Borrower, the Belgian Borrower or the U.K. Borrower may be delivered or furnished by electronic
communications pursuant to procedures approved by the recipient thereof prior thereto; provided that approval of such procedures
may be limited or rescinded by any such Person by notice to each other such Person.
(c) Any
party hereto may change its address or fax number or email address for notices and other communications hereunder by notice to the Administrative
Agent and the Borrower Representative.
SECTION 9.02 Waivers;
Amendments.
(a) No
failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any
other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment
or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under the other
Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision
of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement,
the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the
Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.
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(b) Subject
to Section 2.14(b), (c) and (d) and Section 9.02(c) below, except as otherwise expressly provided in this
Agreement or any other Loan Document, none of this Agreement, any other Loan Document or any provision hereof or thereof may be waived,
amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers,
the Administrative Agent and the Required Lenders and, in the case of any other Loan Document, pursuant to an agreement or agreements
in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the
consent of the Required Lenders, provided that (i) any provision of this Agreement or any other Loan Document may be amended
by an agreement in writing entered into by the Borrowers and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency
so long as, in each case, the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative
Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required
Lenders stating that the Required Lenders object to such amendment and (ii) no such agreement shall (A) increase the Commitment
of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent or the waiver
of any Default, Event of Default or mandatory prepayment shall not constitute an increase of any Commitment), (B) reduce the principal
amount of any Loan or LC Disbursement or reduce the rate of interest thereon (other than as a result of an amendment permitted pursuant
to Section 2.14(d) or as a result of any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.13(d) or
in the applicability of post-default interest, it being understood that a waiver of a Default shall not constitute a reduction of interest
for this purpose), or reduce any fees payable hereunder, without the written consent of each Lender directly and adversely affected thereby,
(C) postpone the scheduled maturity date of any Loan, or the date of any scheduled payment of the principal amount of any Term
Loan under Section 2.10, or the required date of reimbursement of any LC Disbursement, or any date for the payment of any interest
or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of
any Commitment, without the written consent of each Lender directly and adversely affected thereby, (D) except as otherwise set
forth in this Agreement, change Section 7.02 or Section 2.18(b), 2.18(c) or Article IX in a manner that would
alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby,
(E) change any of the provisions of Section 5.02 of the U.S. Collateral Agreement without the consent of each Lender directly
and adversely affected thereby in its capacity as a Lender, (F) change any of the provisions of this Section or the percentage
set forth in the definition of the term “Required Lenders” or any other provision of any Loan Document specifying the number
or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination
or grant any consent thereunder, (G) contractually subordinate any Obligations in right of payment, or the Liens securing such
Obligations to any other Indebtedness of the Loan Parties, without the written consent of each Lender (or each Lender of such Class,
as the case may be); provided that, with the consent of the Required Lenders, the provisions of this Section and the definition
of the term “Required Lenders” may be amended to include references to any new class of loans created under this Agreement
(or to lenders extending such loans) on substantially the same basis as the corresponding references relating to the Existing Classes
of Loans or Lenders, (H) release Guarantees constituting all or substantially all the value of the Guarantees under the Collateral
Agreement, or limit the liability of Loan Parties in respect of Guarantees constituting such value, in each case without the written
consent of each Lender (except as expressly provided in Section 9.14 or the applicable Security Document), (I) release all
or substantially all of the value of the Collateral from the Liens of the Security Documents, without the written consent of each Lender
(except as expressly provided in Section 9.14 or the applicable Security Document (including any such release by the Administrative
Agent in connection with any sale or other disposition of the Collateral upon the exercise of remedies under the Security Documents),
it being understood that an amendment or other modification of the type of obligations secured by the Security Documents shall not be
deemed to be a release of the Collateral from the Liens of the Security Documents), and (J) change any provisions of any Loan Document
in a manner that by its terms adversely affects the rights in respect of Collateral or payments due to Lenders holding Loans of any Class differently
than those holding Loans of any other Class, without the written consent of Lenders representing a Majority in Interest of each affected
Class; provided, further, that (1) no such agreement shall amend, modify, extend or otherwise affect the rights or
obligations of the Administrative Agent, any Issuing Bank or the Swingline Lender without the prior written consent of the Administrative
Agent, such Issuing Bank or the Swingline Lender, as the case may be and (2) any amendment, waiver or other modification of this
Agreement that by its terms affects the rights or duties under this Agreement of the Lenders of a particular Class (but not the
Lenders of any other Class), may be effected by an agreement or agreements in writing entered into by the Borrowers and the requisite
number or percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if
such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, no consent with
respect to any amendment, waiver or other modification of this Agreement or any other Loan Document shall be required of (x) any
Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clause (A), (B), (C) or
(D) of the first proviso of this paragraph and then only in the event such Defaulting Lender shall be directly and adversely affected
by such amendment, waiver or other modification or (y) in the case of any vote requiring the approval of all Lenders or each affected
Lender, any Lender that receives payment in full of the principal of and interest accrued on each Loan made by, and all other amounts
owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Loan Documents at the time such amendment,
waiver or other modification becomes effective and whose Commitments terminate by the terms and upon the effectiveness of such amendment,
waiver or other modification. Notwithstanding anything to the contrary herein, (i) the consent of the Lenders or the Required Lenders,
as the case may be, shall not be required (A) to make any changes necessary to be made to this Agreement in connection with any
borrowing of Incremental Term Loans to effect the provisions of Section 2.21, (B) to provide for any Incremental Revolving
Commitment Increase, (C) otherwise to effect the provisions of Section 2.21, 2.22 or 2.23 in accordance with the terms thereof,
(D) to agree to any time period set forth in Schedule 5.13 to be delivered on the Second Amendment and Restatement Effective
Date, (E) to negotiate any Security Document with a Borrower or any other Loan Party, (F) for the Administrative Agent to
negotiate, execute and deliver on behalf of the Secured Parties any Junior Lien Intercreditor Agreement, or any amendment thereto, in
connection with any Permitted Junior Lien Secured Indebtedness or (G) for any amendment described in Section 2.14(d), and
(ii) the Administrative Agent and the Borrowers may, without the consent of any Secured Party or any other Person, amend this Agreement,
the Collateral Agreement and any other Security Document to add provisions with respect to “parallel debt” and other non-U.S.
guarantee and collateral matters, including any authorizations, collateral trust arrangements or other granting of powers by the Lenders
and the other Secured Parties in favor of the Administrative Agent, in each case if such amendment is necessary or desirable to create
or perfect, or preserve the validity, legality, enforceability and perfection of, the Guarantees and Liens contemplated to be created
pursuant to this Agreement.
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(c) The
Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, waivers or other modifications
on behalf of such Lender. Any amendment, waiver or other modification effected in accordance with this Section 9.02 shall be binding
upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.
(d) Notwithstanding
anything to the contrary contained in this Section 9.02, the Borrowers and the Administrative Agent may, without the input or consent
of the Lenders, (i) effect amendments, supplements or waivers to any of the Security Documents, Guarantees, Junior Lien Intercreditor
Agreements, intercreditor agreements or related documents executed by any Loan Party in connection with this Agreement if such amendment,
supplement or waiver is delivered in order (in each case, as determined by the Administrative Agent in its sole discretion) (x) to
comply with local law or advice of local counsel or (y) to cause such Security Documents, Guarantees, intercreditor agreements
or related documents to be consistent with this Agreement and the other Loan Documents and (ii) effect changes to this Agreement
or any other Loan Document that are necessary and appropriate to provide for, or make changes to, the Auction Procedures. To the extent
notice has been provided to the Administrative Agent pursuant to this Agreement with respect to the inclusion of any Previously Absent
Financial Maintenance Covenant, this Agreement shall be automatically and without further action on the part of any Person hereunder
and notwithstanding anything to the contrary in this Section 9.02 deemed modified to include such Previously Absent Financial Maintenance
Covenant on the date of the incurrence of the applicable Indebtedness to the extent required by the terms of this Agreement.
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SECTION 9.03 Expenses;
Indemnity; Limitation of Liability.
(a) The
Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers
and their Affiliates, including expenses incurred in connection with due diligence and the reasonable fees, charges and disbursements
of one primary counsel for all of the foregoing (and, if necessary, one firm of local counsel in each appropriate jurisdiction (which
may include a single local counsel acting in multiple jurisdictions)) (and, in the case of an actual or perceived conflict of interest,
where the person affected by such conflict informs the U.S. Borrower of such conflict and thereafter retains its own counsel, of another
firm of counsel and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel
acting in multiple jurisdictions) for such affected persons) associated with the structuring, arrangement and syndication of the credit
facilities provided for herein, including the preparation, execution and delivery of the A&R Facility Engagement Letter, as well
as the preparation, execution, delivery and administration of this Agreement, the other Loan Documents or any amendments, modifications
or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated),
(ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses
incurred by the Administrative Agent, any Arranger, any Issuing Bank and the Lenders, including the reasonable fees, charges and disbursements
of one primary counsel for all of the foregoing (and, if necessary, one firm of local counsel in each appropriate jurisdiction (which
may include a single local counsel acting in multiple jurisdictions)) (and, in the case of an actual or perceived conflict of interest,
where the Person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another
firm of counsel and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel
acting in multiple jurisdictions) for such affected Persons), in connection with the enforcement or protection of their rights in connection
with the Loan Documents, including their rights under this Section, or in connection with the Loans made or Letters of Credit issued
hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect
of such Loans or Letters of Credit. All amounts payable under this Section 9.03(a) shall be paid, so long as the Borrowers
are not contesting such amounts, within ten Business Days (or such later time as reasonably agreed to by the recipient of such payment)
after receipt by the Borrower Representative of an invoice relating thereto setting forth such amounts in reasonable detail.
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(b) The
Borrowers shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, each Lender and
Issuing Bank (each such Person, an “Indemnified Institution”), and each Related Party of any of the foregoing Persons
(each Indemnified Institution and each such Person being called an “Indemnitee”), against, and hold each Indemnitee
harmless from, any and all losses, claims, penalties, damages, penalties, liabilities and related expenses, including the reasonable
and documented or invoiced out-of-pocket fees, charges and disbursements of one counsel for all Indemnitees, taken as a whole, and, if
necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple
jurisdictions) for all Indemnitees taken as a whole (and, in the case of an actual or perceived conflict of interest, where an Indemnified
Institution affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm
of counsel and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel
acting in multiple jurisdictions) for such affected Indemnified Institution), incurred by or asserted against any Indemnitee arising
out of or relating to, based upon, or as a result of (i) the structuring, arrangement and the syndication of the credit facilities
provided for herein, the preparation, execution, delivery and administration of the A&R Facility Engagement Letter, this Agreement,
the other Loan Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the A&R
Facility Engagement Letter, this Agreement or the other Loan Documents of their obligations thereunder or the consummation of the Transactions
or any other transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including
any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of
Hazardous Materials on or from any property currently or formerly owned or operated by a Borrower or any Subsidiary, or any Environmental
Liability to the extent related to a Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and whether initiated against or
by any party to the A&R Facility Engagement Letter, this Agreement or any other Loan Document, any Affiliate of any of the foregoing
or any third party (and regardless of whether any Indemnitee is a party thereto and regardless of whether such claim, litigation or proceeding
is brought by a third party or by a Borrower or any of the Subsidiaries); provided that such indemnity shall not, as to any Indemnified
Institution, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from (i) the
gross negligence, bad faith or willful misconduct of such Indemnified Institution or any of its Related Parties (as determined by a court
of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnified Institution or one
of its Related Parties of this Agreement (as determined by a court of competent jurisdiction in a final and non-appealable decision)or
(iii) any dispute between and among Indemnified Institutions that does not involve an act or omission by the U.S. Borrower or the
Restricted Subsidiaries (other than any claims against any Arranger, Administrative Agent, Issuing Bank, Syndication Agent or Documentation
Agent in its capacity or in fulfilling its roles as an Arranger, Administrative Agent, Issuing Bank, Syndication Agent or Documentation
Agent under this Agreement). This Section 9.03(b) shall not apply with respect to Taxes, other than any Taxes that represent
losses, claims, damages, etc. arising from any non-Tax claim. All amounts payable under this Section 9.03(b) shall
be paid, so long as the Borrowers are not contesting such amounts, within ten Business Days (or such later time as reasonably agreed
to by the recipient of such payment) after receipt by the Borrower Representative of an invoice relating thereto setting forth such amounts
in reasonable detail.
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(c) To
the extent that the Borrowers fail to pay any amount required to be paid by it under paragraph (a) or (b) of this Section to
the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender or any Related Party of any of the foregoing,
each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender or such
Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or such sub-agent), such
Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative
Agent (or any such sub-agent), any Issuing Bank or the Swingline Lender in connection with such capacity. For purposes of this Section,
a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding
Term Loans and unused Commitments at the time (or most recently outstanding and in effect).
(d) No
Agent, Arranger, Swingline Lender, Issuing Bank, Lender or any Related Party of any of the foregoing (collectively, the “Lender-Related
Parties”) or the U.S. Borrower, any Restricted Subsidiary or any other Loan Party shall be liable for any damages arising from
the use by others of information or other materials obtained through telecommunications, electronic or other information transmission
systems (including the Internet and any Approved Borrower Portal) in the absence of willful misconduct, bad faith or gross negligence
(as determined by a court of competent jurisdiction in a final, non-appealable decision); provided, however, that nothing
contained in this sentence will limit the indemnity and reimbursement obligations of the Borrowers set forth in this Section 9.03.
None of the U.S. Borrower, any Restricted Subsidiary or any other Loan Party or any Lender-Related Party shall have any liability for
special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or
as a result of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions,
any Loan or Letter of Credit or the use of the proceeds thereof; provided, however, that nothing contained in this sentence
will limit the indemnity and reimbursement obligations of the Borrowers set forth in this Section 9.03.
SECTION 9.04 Successors
and Assigns.
(a) The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) except
as permitted by Section 6.03, no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the
prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by any Borrower without such
consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except
in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other
than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues
any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section), the Arrangers and, to the extent
expressly contemplated hereby, the sub-agents of the Administrative Agent and the Related Parties of any of the Administrative Agent,
any Arranger, any Issuing Bank and any Lender) any legal or equitable right, remedy or claim under or by reason of this Agreement.
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(b) (i) Notwithstanding
anything to the contrary contained herein, other than acquisitions or repurchases of Term Loans by the U.S. Borrower pursuant to Purchase
Offers under Section 2.23, neither the U.S. Borrower nor any Affiliate of the U.S. Borrower may acquire by assignment, participation
or otherwise any right to or interest in any of the Commitments or Term Loans hereunder (and any such attempted acquisition shall be
null and void). Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees
(or, pursuant to Section 2.23, the U.S. Borrower) all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably
withheld or delayed) of:
(A) the
U.S. Borrower; provided that no consent of the U.S. Borrower shall be required (1) for an assignment to a Lender, an Affiliate
of a Lender or an Approved Fund and (2) if an Event of Default has occurred and is continuing, for any other assignment; provided
further that the U.S. Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written
notice to the Administrative Agent within 10 Business Days after having received notice thereof;
(B) the
Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Term Loan
to a Lender, an Affiliate of a Lender or an Approved Fund or for an assignment to the U.S. Borrower under Section 2.23;
(C) each
Issuing Bank; provided that no consent of the Issuing Banks shall be required for an assignment of any Term Loan; and
(D) the
Swingline Lender; provided that no consent of the Swingline Lender shall be required for an assignment of any Term Loan.
(ii) Assignments
shall be subject to the following additional conditions:
(A) except
in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall
not be less than (x) $1,000,000 in the case of Term Loans and (y) $10,000,000 in the case of Revolving Loans and Revolving
Commitments, in each case unless each of the applicable Borrower and the Administrative Agent otherwise consents; provided that
no such consent of the applicable Borrower shall be required if an Event of Default has occurred and is continuing;
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(B) each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement; provided that this clause (B) shall not be construed to prohibit the assignment of a proportionate
part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans but not those in
respect of a second Class;
(C) the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing
and recordation fee of $3,500, provided that only one such processing and recordation fee shall be payable in the event of simultaneous
assignments from any Lender or its Approved Funds to one or more other Approved Funds of such Lender; and
(D) the
assignee, if it shall not be a Lender or a Borrower, shall deliver to the Administrative Agent an Administrative Questionnaire in which
the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available
and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including federal,
state and foreign securities laws.
(iii) From
and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from
its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all the assigning Lender’s rights
and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits
of Sections 2.15, 2.16, 2.17 and 9.03).
(iv) The
Administrative Agent shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and records of the
names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans (and related interest amounts) and LC Disbursements
owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register
shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent, the Issuing Banks and the Lenders shall treat
each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection by the U.S. Borrower, the Belgian Borrower and
the U.K. Borrower and, as to entries pertaining to it, any Issuing Bank or Lender, at any reasonable time and from time to time upon
reasonable prior notice.
(v) [Reserved].
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(c) Any
Lender may, without the consent of the Borrowers, the Administrative Agent or any Issuing Bank, sell participations to one or more Eligible
Assignees (“Participants”) in all or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitments and Loans of any Class); provided that (A) such Lender’s obligations
under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (C) the Borrowers, the Administrative Agent, the Issuing Banks and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such Lender’s rights and/or obligations under this Agreement.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement or any other
Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver described in clause (ii) of the first proviso to Section 9.02(b) that
adversely affects such Participant or requires the approval of all the Lenders. The Borrowers agree that each Participant shall be entitled
to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under
Section 2.17(e) and 2.17(f) (it being understood that the documentation required under Section 2.17(e) and
2.17(f) shall be delivered solely to the participating Lender)) to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (x) agrees to be
subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section and (y) shall
not be entitled to receive any greater payment under Section 2.15 or 2.17, with respect to any participation, than its participating
Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change
in Law that occurs after the Participant acquired the applicable participation. To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided that such Participant agrees to be
subject to Section 2.18(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this
purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant to
which it has sold a participation and the principal amounts (and stated interest) of each such Participant’s interest in the Loans
or other rights and obligations of such Lender under this Agreement (the “Participant Register”); provided
that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity
of any Participant or any information relating to a Participant’s interest in any Loans or other rights and obligations under any
this Agreement) except to the extent that such disclosure is necessary to establish that such Loan or other right or obligation is in
registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register
shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register
as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.
(d) Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not
apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest
shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
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(e) The
benefit of the Liens under the Belgian Collateral Documents shall automatically transfer to any assignee or transferee (by way of novation
or otherwise) of part or all of the obligations expressed to be secured by the Belgian Security Agreements. For the purpose of Article 5.247
of the Belgian Civil Code (and, to the extent applicable, any similar provisions of foreign law), the Administrative Agent and the other
secured parties under the Belgian Security Agreements hereby expressly reserve the preservation of the Belgian Security Agreements in
case of assignment, novation, amendment or any other transfer or change of the obligations expressed to be secured by the Belgian Security
Agreements (including, without limitation, an extension of the term or an increase of the amount of such obligations or the granting
of additional credit) or of any change of any of the parties to this Agreement.
(f) Any
person who becomes a new Lender in accordance with this Agreement expressly waives any priority of ranking that they may have in connection
with the Loan Documents pursuant to Article 4 of the Belgian Law of 3 August 2012 on various measures to facilitate the mobilisation
of receivables in the financial sector (Wet van 3 augustus 2012 betreffende diverse maatregelen ter vergemakkelijking van de mobilisering
van schuldvorderingen in de financiële sector/Loi du 3 août 2012 relative à des mesures diverses pour faciliter la
mobilisation de créances dans le secteur financier).
(g) Any
reference in the Loan Documents to “Bank of America Merrill Lynch International Limited” is a reference to its successor
in title Bank of America Merrill Lynch International Designated Activity Company (including, without limitation, its branches) pursuant
to and with effect from the merger between Bank of America Merrill Lynch International Limited and Bank of America Merrill Lynch International
Designated Activity Company that takes effect in accordance with Chapter II, Title II of Directive (EU) 2017/1132 (which repeals and
codifies the Cross-Border Mergers Directive (2005/56/EC)), as implemented in the United Kingdom and Ireland. Notwithstanding anything
to the contrary in the Loan Documents, a transfer of rights and obligations from Bank of America Merrill Lynch International Limited
to Bank of America Merrill Lynch International Designated Activity Company pursuant to such merger shall be permitted.
SECTION 9.05 Survival.
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied
upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance
of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the
Administrative Agent, any Arranger, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation
or warranty at the time any Loan Document is executed and delivered or any credit is extended hereunder, and shall continue in full force
and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement
is outstanding and unpaid or any LC Exposure is outstanding and so long as the Commitments have not expired or terminated. Notwithstanding
the foregoing or anything else to the contrary set forth in this Agreement or any other Loan Document, in the event that, in connection
with the refinancing or repayment in full of the credit facilities provided for herein, an Issuing Bank shall have provided to the Administrative
Agent a written consent to the release of the Revolving Lenders from their obligations hereunder with respect to any Letter of Credit
issued by such Issuing Bank (whether as a result of the obligations of the Borrowers (and any other account party) in respect of such
Letter of Credit having been collateralized in full by a deposit of cash with such Issuing Bank, or being supported by a letter of credit
that names such Issuing Bank as the beneficiary thereunder, or otherwise), then from and after such time such Letter of Credit shall
cease to be a “Letter of Credit” outstanding hereunder for all purposes of this Agreement and the other Loan Documents, and
the Revolving Lenders shall be deemed to have no participations in such Letter of Credit, and no obligations with respect thereto, under
Section 2.05(d) or 2.05(f). The provisions of Sections 2.15, 2.16, 2.17, 2.18(e) and 9.03 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of
the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision
hereof.
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SECTION 9.06 Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and
the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and
all previous agreements and understandings, oral or written, relating to the subject matter hereof, including the commitments of the
Lenders and, if applicable, their Affiliates under any commitment advices submitted by them (but do not supersede any other provisions
of the A&R Facility Engagement Letter or any separate letter agreements, in each case, with respect to fees payable to the Administrative
Agent or any Issuing Bank that do not by the terms of such documents terminate upon the effectiveness of this Agreement, all of which
provisions shall remain in full force and effect). Except as provided in Section 4.02, this Agreement shall become effective when
it shall have been executed by the Administrative Agent and the Administrative Agent shall have received counterparts hereof that, when
taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of (x) this
Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including,
for the avoidance of doubt, any notice delivered pursuant to Section 9.01), certificate, request, statement, disclosure or authorization
related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary
Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces
an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement,
such other Loan Document or such Ancillary Document, as applicable. The words “execution,” “signed,” “signature,”
“delivery,” and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document
shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by
telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall
be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures
in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting
the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the parties hereto shall
be entitled to rely on such Electronic Signature purportedly given by or on behalf of such other party without further verification thereof
and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative
Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality
of the foregoing, each of the parties hereto hereby (i) agrees that, for all purposes, including without limitation, in connection
with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders,
the Borrowers and the other Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that
reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document
and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) agrees
that each other party hereto may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary
Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s
business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and
shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to
contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely
on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including
with respect to any signature pages thereto and (iv) waives any claim against any other party hereto or any Related Person
of any such Person for any liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or
use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of
an actual executed signature page, including any liabilities arising as a result of the failure of the Borrowers and/or any Loan Party
to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
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SECTION 9.07 Severability.
Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining
provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any
other jurisdiction.
SECTION 9.08 Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and Issuing Bank, and each Affiliate of any
of the foregoing, is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, upon any
amount becoming due and payable by a Borrower hereunder (whether at stated maturity, by acceleration, or otherwise) to set off and apply
any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other amounts at any time held
and other obligations (in whatever currency) at any time owing by such Lender or Issuing Bank, or by such an Affiliate, to or for the
credit or the account of the U.S. Borrower, the Belgian Borrower or the U.K. Borrower against any of and all the obligations then due
of the U.S. Borrower, the Belgian Borrower or the U.K. Borrower now or hereafter existing under this Agreement held by such Lender or
Issuing Bank, irrespective of whether or not such Lender or Issuing Bank shall have made any demand under this Agreement. The rights
of each Lender and Issuing Bank, and each Affiliate of any of the foregoing, under this Section are in addition to other rights
and remedies (including other rights of setoff) that such Lender, Issuing Bank or Affiliate may have. Each Lender and Issuing Bank
agrees promptly to notify the Borrower Representative and the Administrative Agent after any such set-off and application made by such
Lender or Issuing Bank, as applicable; provided that the failure to give such notice shall not affect the validity of such set-off
and application.
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SECTION 9.09 Governing
Law; Jurisdiction; Consent to Service of Process.
(a) This
Agreement shall be construed in accordance with and governed by the law of the State of New York.
(b) Each
of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of
New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other
Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent
permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this
Agreement or any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise
have to bring any enforcement action or proceeding relating to this Agreement or any other Loan Document, including any such action or
proceeding in connection with the exercise of remedies with respect to Collateral, against the U.S. Borrower, the Belgian Borrower, the
U.K. Borrower or any of their properties in the courts of any jurisdiction.
(c) Each
of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may
now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other
Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives,
to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court.
(d) Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Each of
the Belgian Borrower and the U.K. Borrower, irrevocably designates and appoints the U.S. Borrower, as its authorized agent, to accept
and acknowledge on its behalf, service of any and all process which may be served in any suit, action or proceeding of the nature referred
to in Section 9.09(b) in the Supreme Court of the State of New York sitting in New York County and of the United States District
Court of the Southern District of New York. The U.S. Borrower hereby represents, warrants and confirms that the U.S. Borrower has agreed
to accept such appointment. Said designation and appointment shall be irrevocable by such Belgian Borrower and such U.K. Borrower, as
applicable, until all Loans, all reimbursement obligations, interest thereon and all other amounts payable by such Belgian Borrower and
such U.K. Borrower, as applicable, hereunder and under the other Loan Documents shall have been paid in full in accordance with the provisions
hereof and thereof. Each of the Belgian Borrower and the U.K. Borrower hereby consents to process being served in any suit, action or
proceeding of the nature referred to in Section 9.09(b) in the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New York by service of process upon the U.S. Borrower as provided
in this Section 9.09(d). Each of the Belgian Borrower and the U.K. Borrower irrevocably waives, to the fullest extent permitted
by law, all claim of error by reason of any such service in such manner and agrees that such service shall be deemed in every respect
effective service of process upon such Belgian Borrower or such U.K. Borrower, as applicable, in any such suit, action or proceeding
and shall, to the fullest extent permitted by law, be taken and held to be valid and personal service upon and personal delivery to such
Belgian Borrower or such U.K. Borrower. To the extent the Belgian Borrower or the U.K. Borrower has or hereafter may acquire any immunity
from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in
aid of execution of a judgment, execution or otherwise), such Belgian Borrower and such U.K. Borrower hereby irrevocably waives such
immunity in respect of its respective obligations under the Loan Documents. Nothing in this Agreement or any other Loan Document will
affect the right of any party to this Agreement to serve process in any other manner permitted by law.
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SECTION 9.10 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 AGREEMENT, ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 9.11 Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of
this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
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SECTION 9.12 Confidentiality.
Each of the Administrative Agent, the Lenders and the Issuing Banks agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its Related Parties, including accountants, credit insurors (and re-insurers),
legal counsel and other agents and advisors which in each case shall be subject to confidentiality obligations, it being understood that
the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such
Information confidential, (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including
any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable
law or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with (i) the
exercise of any remedy or the enforcement of any right under this Agreement or any other Loan Document in any litigation or arbitration
action or proceeding relating thereto, to the extent such disclosure is reasonably necessary in connection with such litigation or arbitration
action or proceeding (provided that the Borrower Representative shall be given notice thereof and a reasonable opportunity to seek a
protective court order, at its own expense, with respect to such Information prior to such disclosure (it being understood that the refusal
by a court to grant such a protective order shall not prevent the disclosure of such Information thereafter)) and (ii) any foreclosure,
sale or other disposition of any Collateral in connection with the exercise of remedies under the Security Documents, subject to each
potential transferee of such Collateral having entered into customary confidentiality undertakings with respect to such Collateral prior
to the disclosure thereof to such Person (which confidentiality obligations will cease to apply to any transferee upon the consummation
of its acquisition of such Collateral), (f) subject to an agreement containing confidentiality undertakings substantially similar
to those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its Related Parties) to any swap
or derivative transaction relating to the U.S. Borrower or any Restricted Subsidiary and its obligations, (g) with the consent
of the Borrower Representative, (h) to the extent such Information (i) becomes publicly available other than as a result
of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, any Issuing Bank or any Affiliate
of any of the foregoing on a non-confidential basis from a source other than the Borrowers that, to the knowledge of the Administrative
Agent or the applicable Lender, Issuing Bank or Affiliate, is not subject to contractual or fiduciary confidentiality obligations,
or (i) any rating agency in connection with the arrangement and syndication of any credit facility contemplated herein. For purposes
of this Section, “Information” means all information received from a Borrower relating to the Borrowers or any Subsidiary
or their businesses, other than any such information that is available to the Administrative Agent, any Lender or any Issuing Bank on
a non-confidential basis prior to disclosure by the Borrowers. Any Person required to maintain the confidentiality of Information as
provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. In
addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and customary information about this
Agreement to market data collectors, similar service providers to the lending industry and service providers to the Documentation Agents,
Syndication Agents and the Lenders in connection with the administration of this Agreement and the other Loan Documents.
For the avoidance of doubt, nothing in this Section 9.12 shall
prohibit any Person from voluntarily disclosing or providing any Information within the scope of this confidentiality provision to any
governmental, regulatory or self-regulatory organization (any such entity, a “Regulatory Authority”) to the extent
that any such prohibition on disclosure set forth in this Section 9.12 shall be prohibited by the laws or regulations applicable
to such Regulatory Authority.
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SECTION 9.13 Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together
with all fees, charges and other amounts that are treated as interest on such Loan under applicable law (collectively the “Charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or
reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall
be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above
the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the applicable Overnight Rate to the date of
repayment, shall have been received by such Lender.
SECTION 9.14 Release
of Liens and Guarantees.
(a) The
Lenders hereby irrevocably agree that the Liens granted to the Administrative Agent by the Loan Parties on any Collateral shall be automatically
released (i) in full, as set forth in clause (b) below, (ii) upon the sale, transfer or other disposition of such Collateral
(including as part of or in connection with any other sale, transfer or other disposition permitted hereunder) to a joint venture or
to any other Person other than a Loan Party (unless such Person becomes a Subsidiary Loan Party pursuant to, or in connection with, such
sale, transfer or other disposition), in each case, to the extent such sale, transfer or other disposition is made in compliance with
the terms of this Agreement (and the Administrative Agent may rely conclusively on a certificate to that effect provided to it by any
Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased
to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (iv) if the release of such
Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may
be required in accordance with Section 9.02), (v) to the extent the property constituting such Collateral is owned by any
Restricted Subsidiary, upon the release of such Restricted Subsidiary from its obligations under any Collateral Agreement (in accordance
with the second succeeding sentence and Section 7.13 of the U.S. Collateral Agreement) and (vi) as required by the Administrative
Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Administrative
Agent pursuant to the Security Documents. Any such release shall not in any manner discharge, affect, or impair the Obligations or any
Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all
interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral
except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders hereby irrevocably
agree that any Restricted Subsidiary shall be released from the Guarantees under the Collateral Agreement upon consummation of any transaction
permitted hereunder resulting in such Restricted Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded
Subsidiary or otherwise ceasing to be subject to the Collateral and Guarantee Requirement. Additionally, the Lenders hereby irrevocably
agree that the U.K. Borrower and Ozark Materials, LLC, shall be released from the Guarantees, and the Liens granted by or over the U.K.
Borrower and Ozark Materials, LLC, on any Collateral, in each case under the Security Documents, upon consummation of the sale of the
Advanced Polymer Technologies Segment and the Road Markings Business, respectively, in accordance with Section 6.05, and / or as
otherwise required in order to implement the Permitted Reorganization. The Lenders hereby authorize the Administrative Agent, including
in its capacity as Collateral Agent under the Security Documents, to, and the Administrative Agent will at the sole cost and expense
of the Borrowers or applicable Loan Party, execute and deliver any instruments, documents, and agreements necessary or desirable to evidence
and confirm the release of any Guarantee or Collateral pursuant to the foregoing provisions of this paragraph, all without the further
consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Document relating to any such Guarantee
or Collateral shall no longer be deemed to be repeated. Any releases, instruments, documents and agreements under this Section 9.14
shall be without recourse to, or representation or warranty by, the Administrative Agent or the Collateral Agent.
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(b) Notwithstanding
anything to the contrary contained herein or any other Loan Document, when all Loan Document Obligations (other than contingent or indemnification
obligations not then due) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding
that is not cash collateralized or back-stopped in a manner satisfactory to the applicable Issuing Bank and the Issuing Banks have no
further obligation to issue or amend Letters of Credit, upon request of a Borrower, the Administrative Agent shall (without notice to,
or vote or consent of, any Secured Party) take such actions, including in its capacity as Collateral Agent under the Security Documents,
as shall be required to release its security interest in all Collateral, and to release all obligations under any Loan Document, whether
or not on the date of such release there may be any Obligations that are not Loan Document Obligations or any contingent or indemnification
obligations not then due. Any such release of Liens securing the Loan Document Obligations shall be deemed subject to the provision that
such Liens shall be reinstated if after such release any portion of any payment in respect of the Loan Document Obligations secured thereby
shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization
of the U.S. Borrower or any other Loan Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of,
or trustee or similar officer for, the U.S. Borrower or any other Loan Party or any substantial part of its property, or otherwise, all
as though such payment had not been made.
SECTION 9.15 USA
PATRIOT Act Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Loan
Party that pursuant to the requirements of the USA PATRIOT Act it is required to obtain, verify and record information that identifies
such Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender
or the Administrative Agent, as applicable, to identify such Loan Party in accordance with such Act.
SECTION 9.16 No
Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any
amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrowers acknowledges and agrees, and acknowledges
its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by
the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrowers and their
respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each
of the Borrowers has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each
of the Borrowers is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated
hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has
been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will
not be acting as an advisor, agent or fiduciary for the Borrowers or any of their respective Affiliates, or any other Person and (B) neither
the Administrative Agent, the Arrangers nor any Lender has any obligation to the Borrowers or any of their respective Affiliates with
respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents;
and (iii) the Administrative Agent, the Arrangers, the Lenders, and their respective Affiliates may be engaged in a broad range
of transactions that involve interests that differ from those of the Borrowers and their respective Affiliates, and neither the Administrative
Agent, the Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrowers or any of their respective
Affiliates. To the fullest extent permitted by law, each of the Borrowers hereby waives and releases any claims that it may have against
the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection
with any aspect of any transaction contemplated hereby.
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SECTION 9.17 Non-Public
Information; Posting of Communications.
(a) Each
Lender acknowledges that all information, including requests for waivers and amendments, furnished by the U.S. Borrower, the Belgian
Borrower, the U.K. Borrower or the Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement
will be syndicate-level information, which may contain MNPI. Each Lender represents to the U.S. Borrower, the Belgian Borrower, the U.K.
Borrower and the Administrative Agent that (i) it has developed compliance procedures regarding the use of MNPI and that it will
handle MNPI in accordance with such procedures and applicable law, including federal, state and foreign securities laws, and (ii) it
has identified in its Administrative Questionnaire a credit contact who may receive information that may contain MNPI in accordance with
its compliance procedures and applicable law, including federal, state and foreign securities laws.
(b) The
U.S. Borrower, the Belgian Borrower, the U.K. Borrower and each Lender acknowledge that, if information furnished by the U.S. Borrower,
the Belgian Borrower or the U.K. Borrower pursuant to or in connection with this Agreement is being distributed by the Administrative
Agent through IntraLinks/IntraAgency, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by the Administrative Agent
to be its electronic transmission system (the “Platform”), (i) the Administrative Agent may post any information
that the U.S. Borrower, the Belgian Borrower or the U.K. Borrower has indicated as containing MNPI solely on that portion of the Platform
as is designated for Private Side Lender Representatives and (ii) if the U.S. Borrower, the Belgian Borrower or the U.K. Borrower
has not indicated whether any information furnished by it pursuant to or in connection with this Agreement contains MNPI, the Administrative
Agent reserves the right to post such information solely on that portion of the Platform as is designated for Private Side Lender Representatives.
Each of the U.S. Borrower, the Belgian Borrower and the U.K. Borrower agrees to clearly designate all information provided to the Administrative
Agent by or on behalf of the U.S. Borrower, the Belgian Borrower or the U.K. Borrower that is suitable to be made available to Public
Side Lender Representatives, and the Administrative Agent shall be entitled to rely on any such designation by the U.S. Borrower, the
Belgian Borrower or the U.K. Borrower without liability or responsibility for the independent verification thereof.
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(c) Although
the Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified
by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system) and the
Platform is secured through a per-deal authorization method whereby each user may access the Platform only on a deal-by-deal basis, each
of the Lenders, each of the Issuing Banks and each Borrower acknowledges and agrees that the distribution of material through an electronic
medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts
of any Lender that are added to the Platform, and that there may be confidentiality and other risks associated with such distribution.
Each of the Lenders, each of the Issuing Banks and each Borrower hereby approves distribution of the Communications through the Platform
and understands and assumes the risks of such distribution.
(d) THE
PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED
BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS OR OMISSIONS IN THE PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING
ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR
OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL
THE ADMINISTRATIVE AGENT, ANY ARRANGER, ANY DOCUMENTATION AGENT, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY,
“APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY
FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER
IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS
THROUGH THE INTERNET OR THE PLATFORM, EXCEPT TO THE EXTENT THAT SUCH DIRECT (BUT NOT, FOR THE AVOIDANCE OF DOUBT, INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL OR PUNITIVE) LOSSES, CLAIMS, DAMAGES, LIABILITIES OR EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY A
FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF ANY AGENT OR ANY OF ITS
RELATED PARTIES.
(e) “Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan
Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender
or any Issuing Bank by means of electronic communications pursuant to this Section, including through a Platform.
(f) Each
Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted
to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender
and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic communication)
from time to time of such Lender’s or Issuing Bank’s (as applicable) email address to which the foregoing notice may be sent
by electronic transmission and (ii) that the foregoing notice may be sent to such email address.
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(g) Each
of the Lenders, each of the Issuing Banks and each Borrower agrees that the Administrative Agent may, but (except as may be required
by applicable law) shall not be obligated to, store the Communications on the Platform in accordance with the Administrative Agent’s
generally applicable document retention procedures and policies.
(h) Nothing
herein shall prejudice the right of the Administrative Agent, any Lender or any Issuing Bank to give any notice or other communication
pursuant to any Loan Document in any other manner specified in such Loan Document.
SECTION 9.18 Borrower
Representative.
(a) The
U.S. Borrower is hereby appointed by each of the Borrowers as its contractual representative (herein referred to as the “Borrower
Representative”) hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower
Representative to act as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in
the other Loan Documents. The Borrower Representative agrees to act as such contractual representative upon the express conditions contained
in this Section 9.18. Additionally, the Borrowers hereby appoint the Borrower Representative as their agent to make any Borrowing
Requests, including designating the relevant Borrower account for receipt of the proceeds of any Loans. The Administrative Agent and
the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any
Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 9.18.
(b) The
Borrower Representative shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower
Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Representative
shall have no implied duties to the Borrowers, or any obligation to the Lenders to take any action thereunder except any action specifically
provided by the Loan Documents to be taken by the Borrower Representative.
(c) Each
Belgian Loan Party agrees, and hereby undertakes, to ratify and to confirm each decision taken or action performed by the U.S. Borrower
on its behalf as Borrower Representative in the exercise or purported exercise of the powers granted pursuant to this Section 9.18,
to the extent such ratification and confirmation is necessary under Belgian law to ensure the validity and the binding character vis-à-vis
such Belgian Loan Party of the decision or action concerned.
(d) Each
U.K. Loan Party agrees, and hereby undertakes, to ratify and to confirm each decision taken or action performed by the U.S. Borrower
on its behalf as Borrower Representative in the exercise or purported exercise of the powers granted pursuant to this Section 9.18,
to the extent such ratification and confirmation is necessary under English law to ensure the validity and the binding character vis-à-vis
such U.K. Loan Party of the decision or action concerned.
207
SECTION 9.19 Obligations
of the Foreign Borrowers. Notwithstanding anything contained herein or in the other Loan Documents, the Foreign Borrowers and other
Foreign Loan Parties shall not be liable or jointly and severally liable for any Obligations (other than the Foreign Obligations) of
the U.S. Borrower or any Domestic Subsidiary (collectively, the “Domestic Obligations”), and none of the Collateral
pledged by the Foreign Borrowers shall secure any Domestic Obligations. In addition, any insurance proceeds from any Collateral pledged
by the Foreign Loan Parties shall not be available to pay any Domestic Obligations. In addition, notwithstanding anything contained herein
or in the other Loan Documents, (i) the Belgian Borrower shall not be liable or jointly and severally liable for any Loans to the
U.K. Borrower, and none of the Collateral pledged by the Belgian Borrower shall secure any such Loans and (ii) the U.K. Borrower
shall not be liable or jointly and severally liable for any Loans to the Belgian Borrower, and none of the Collateral pledged by the
U.K. Borrower shall secure any such Loans.
SECTION 9.20 Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any
other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected
Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and
conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a) the
application of any Write-Down and Conversion Powers by the Applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an Affected Financial Institution; and
(b) the
effects of any Bail-In Action on any such liability, including, if applicable:
(i) a
reduction in full or in part or cancellation of any such liability;
(ii) a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or
(c) the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the Applicable Resolution
Authority.
208
SECTION 9.21 Judgment
Currency.
If, for purposes of obtaining judgment in any court, it is necessary
to convert a sum from the currency provided under a Loan Document (“Agreement Currency”) into another currency, the
conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose
“rate of exchange” means the rate at which the Administrative Agent is able, on the relevant date, to purchase the Agreement
Currency with the Judgment Currency in accordance with its normal practice. Notwithstanding any judgment in a currency (“Judgment
Currency”) other than the Agreement Currency, a Loan Party shall discharge its obligation in respect of any sum due under a
Loan Document only if, on the Business Day following receipt by the Administrative Agent of payment in the Judgment Currency, the Administrative
Agent can use the amount paid to purchase the sum originally due in the Agreement Currency. If the purchased amount is less than the
sum originally due, such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative
Agent and Lenders against such loss. If the purchased amount is greater than the sum originally due, the Administrative Agent shall return
the excess amount to such Loan Party (or to the Person legally entitled thereto).
SECTION 9.22 Acknowledgment
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Hedging
Agreement or any other agreement or instrument that is a QFC (such support, “QFC Credit Support,” and each such QFC,
a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal
Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect
of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported
QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United
States):
(a) in
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest
and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or
such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S.
Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property)
were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of
a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that
might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported
QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the
foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event
affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
209
(b) As
used in this Section 9.22, the following terms have the following meanings:
“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.
“Covered Entity” means any of the following: (i) a
“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a
“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a
“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right” has the meaning assigned to that
term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“QFC” has the meaning assigned to the term “qualified
financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
[Signature pages follow]
210
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Mar. 26, 2026
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