Form 8-K

8-K — Trinseo PLC

Accession: 0001104659-26-068944

Filed: 2026-06-01

Period: 2026-05-28

CIK: 0001519061

SIC: 2821 (PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS)

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 — tm2615985d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2615985d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2615985d1_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2615985d1_ex10-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2615985d1_8k.htm · Sequence: 1

false

0001519061

00-0000000

0001519061

2026-05-28

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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

Date of Report (Date of earliest event reported):

May 28, 2026

Trinseo

PLC

(Exact name of registrant

as specified in its charter)

Ireland

001-36473

N/A

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

440

East Swedesford Road, Suite 301,

Wayne,

Pennsylvania 19087

(Address of principal

executive offices, including zip code)

(610) 240-3200

(Telephone number, including

area code)

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 (see General

Instruction A.2. below):

¨ 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

Ordinary Shares, par value $0.01 per share

TSEOQ

N/A

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. ¨

EXPLANATORY NOTE

As previously disclosed, Trinseo PLC (the

“Company”) and certain of its direct and indirect subsidiaries

(collectively, the “Debtors”) filed voluntary petitions for relief under

Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") in

the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy

Court,” and such cases, the “Chapter 11 Cases”). The

Chapter 11 Cases were commenced to conduct a comprehensive restructuring of the Company’s capital structure (the “Restructuring

Transactions”) through a joint prepackaged plan of reorganization (the “Plan”)

pursuant to a Restructuring Support Agreement, dated as of May 13, 2026 with majorities of senior lenders (the “Restructuring

Support Agreement”). As previously disclosed by the Company, the Plan provides for fully committed debtor-in-possession

financing as well as exit financing. On May 28, 2026, certain of the Debtors entered into two debtor-in-possession credit facilities

(together, the “DIP Facilities”) providing for a total of $142.5 million

of new money funding, as described further below. On May 29, 2026, certain of the Debtors also entered into an amendment and

restatement of the Company’s existing $150 million accounts receivable securitization program. The DIP Facilities and the

amended and restated securitization facility were put in place to provide the Debtors with operating liquidity during the Chapter 11

Cases, as described below.

Additional

Information on the Chapter 11 Cases. Court filings and information about the Chapter 11 Cases can be found at a website maintained

by the Company’s claims agent, Kroll Inc., at https://restructuring.ra.kroll.com/trinseo, or by contacting Kroll Inc. at (888) 401-9681

(toll-free) and (332) 232-3252 (international). Additional information regarding the restructuring is available at www.StrengtheningTrinseo.com.

The documents and other information available via these websites are not part of this Current Report and shall not be deemed incorporated

herein. The Company intends to use these websites, in addition to its investor relations website, press releases, SEC filings and other

public communications, as a means of disclosing certain material, non-public information and complying with certain applicable disclosure

obligations.

Item 1.01 Entry into a Material Definitive Agreement.

OpCo DIP Credit Agreement

On May 28, 2026, Trinseo Luxco S.à

r.l., as holdings, Trinseo Holding S.à r.l. and Trinseo Materials Finance, Inc. (together, the “OpCo Borrowers”),

as borrowers, the guarantors party thereto from time to time, the lenders party thereto from time to time (the “OpCo DIP Lenders”),

and Deutsche Bank AG New York Branch, as administrative agent and collateral agent, entered into a Senior Secured Super-Priority Debtor-In-Possession

Credit Agreement (the “OpCo DIP Credit Agreement”), providing for a senior secured super-priority priming term loan

debtor-in-possession credit facility in an aggregate principal amount of $270.0 million (the “OpCo DIP Facility”).

The OpCo DIP Facility consists of:

· new money term loan commitments in an aggregate principal amount of $90.0 million, of which $60.0 million was drawn in a single borrowing on the closing date; and

· a roll-up facility pursuant to which up to $180.0 million of aggregate principal amount of prepetition super-priority revolving loan

obligations (including accrued and unpaid interest thereon), held by the OpCo DIP Lenders will be deemed “rolled up” and converted

into term loans under the OpCo DIP Facility consisting of roll-up term loans (2026 bridge) and roll-up term loans (rev), on a cashless

basis at a ratio of two dollars of roll-up term loans for every one dollar of new money commitments funded.

Approximately $34.0 million of undrawn letters

of credit outstanding as of the closing date were deemed issued under the OpCo DIP Credit Agreement at closing. Any drawings under such

letters of credit will be deemed to be an additional borrowing of roll-up term loans that increases the outstanding principal amount of

roll-up term loans (rev) under the OpCo DIP Facility by a corresponding amount.

The new money term loans under the OpCo DIP Facility

bear interest at a rate per annum equal to SOFR (subject to a floor of 3.00%) plus 9.00%, payable in cash. The roll-up term loans (2026

bridge) bear interest at a rate per annum equal to SOFR (subject to a floor of 3.00%) plus 9.00%, payable in cash. The roll-up term loans

(rev) under the OpCo DIP Facility bear interest at a rate per annum equal to SOFR (subject to a floor of 0.00%) plus 2.25%, payable in

cash.

The OpCo DIP Facility is subject to a commitment

fee, which was paid in kind in full at closing, and a put option premium, which is payable in kind on each date that new money term loans

are funded.

The OpCo DIP Facility matures on the earliest to

occur of:

· May 28, 2027,

· the effective date of a chapter 11 plan,

· the acceleration of the outstanding term loans and termination of commitments,

· certain other customary events set forth in the OpCo DIP Credit Agreement, and

· the closing of a sale of all or substantially all assets or equity of the loan parties (other than to another loan party).

The OpCo DIP Facility is subject to a minimum liquidity covenant requiring

liquidity of not less than $100.0 million, tested weekly, and a disbursements variance covenant requiring total actual operating disbursements

not to exceed total budgeted operating disbursements (subject to certain exceptions) by more than 17.5% over applicable testing periods.

The Chapter 11 Cases are also subject to certain milestones, including deadlines for entry of the final DIP order and confirmation of

the Plan.

The proceeds of the OpCo DIP Facility may be used

to:

· roll up amounts outstanding under the prepetition revolving loan obligations,

· make adequate protection payments,

· pay the fees, expenses, and administrative costs of the Chapter 11 Cases,

· pay obligations arising from or related to the carve-out,

· pay prepetition obligations as approved by the Bankruptcy Court, and

· fund working capital and other general corporate needs and purposes of the OpCo Borrowers and certain of their affiliates, in each

case in accordance with the OpCo DIP Credit Agreement and the applicable debtor-in-possession orders of the Bankruptcy Court (the “DIP

Orders”), including an approved budget, subject to permitted variances.

The obligations under the OpCo DIP Facility are

guaranteed by each guarantor party thereto and secured by liens on substantially all assets of the OpCo Borrowers and guarantors, subject

to certain exceptions, and constitute super-priority administrative expense claims under section 364(c) of the Bankruptcy Code. The

OpCo DIP Credit Agreement contains representations and warranties, affirmative and negative covenants, and events of default customary

for debtor-in-possession financings of this type.

Super-Holdco DIP Credit Agreement

On May 28, 2026, the Company, as parent, Trinseo

NA Finance LLC, as holdings, Trinseo Luxco Finance SPV S.à r.l. and Trinseo NA Finance SPV LLC (together, the “SHC Borrowers”),

as borrowers, the guarantors party thereto from time to time, the lenders party thereto from time to time (the “SHC DIP Lenders”),

and Alter Domus (US) LLC, as administrative agent and collateral agent, entered into a Senior Secured Super-Priority Debtor-In-Possession

HoldCo Credit Agreement (the “Super-Holdco DIP Credit Agreement”), providing for a senior secured super-priority priming

term loan debtor-in-possession credit facility in an aggregate principal amount of $157.5 million (the “Super-Holdco DIP Facility”).

The Super-Holdco DIP Facility consists of:

· new money term loan

commitments in an aggregate principal amount of $52.5 million, of which $35.0 million

was drawn in a single borrowing on the closing date; and

· a roll-up facility pursuant to which $105.0 million of aggregate principal amount of prepetition first lien term loan obligations

(including accrued and unpaid interest thereon) held by the SHC DIP Lenders will be deemed “rolled up” and converted into

term loans under the Super-Holdco DIP Facility, on a cashless basis at a ratio of two dollars of roll-up term loans for every one dollar

of new money commitments funded.

The new money term loans under the Super-Holdco

DIP Facility bear interest at a rate per annum equal to SOFR (subject to a floor of 3.00%) plus 9.00%, payable in cash. The roll-up term

loans under the Super-Holdco DIP Facility bear interest at a rate per annum equal to SOFR (subject to a floor of 3.00%) plus 8.50%, payable

in cash.

The Super-Holdco DIP Facility is subject to a commitment

fee, which was paid in kind in full at closing, and a put option premium, which is payable in kind on each date that new money term loans

are funded.

The Super-Holdco DIP Facility matures on the earliest

to occur of:

· May 28, 2027,

· the effective date of a chapter 11 plan,

· the acceleration of the outstanding term loans and termination of commitments,

· certain other customary events set forth in the Super-Holdco DIP Credit Agreement, and

· the closing of a sale of all or substantially all assets or equity of the loan parties (other than to another loan party).

The Super-Holdco DIP Facility is subject to a minimum liquidity covenant

requiring liquidity of not less than $25.0 million, tested weekly, and a disbursements variance covenant requiring total actual operating

disbursements not to exceed total budgeted operating disbursements (subject to certain exceptions) by more than 17.5% over applicable

testing periods. The Chapter 11 Cases are also subject to certain milestones, including deadlines for entry of the final DIP order and

confirmation of the Plan.

The proceeds of the Super-Holdco DIP Facility may

be used to:

· roll up amounts outstanding under the prepetition first lien secured obligations,

· make adequate protection payments,

· pay the fees, expenses, and administrative costs of the Chapter 11 Cases,

· pay obligations arising from or related to the carve-out,

· pay prepetition obligations as approved by the Bankruptcy Court, and

· fund working capital and other general corporate needs and purposes of the SHC Borrowers and certain of their affiliates, in each

case in accordance with the Super-Holdco DIP Credit Agreement and the applicable DIP Orders (including an approved budget, subject to

permitted variances).

The obligations under the Super-Holdco DIP Facility

are guaranteed by each guarantor party thereto and secured by liens on substantially all assets of the SHC Borrowers and guarantors, subject

to certain exceptions, and constitute super-priority administrative expense claims under section 364(c) of the Bankruptcy Code. The

Super-Holdco DIP Credit Agreement contains representations and warranties, affirmative and negative covenants, and events of default customary

for debtor-in-possession financings of this type.

The foregoing descriptions of the OpCo DIP Credit

Agreement and the Super-Holdco DIP Credit Agreement included in this Current Report on Form 8-K do not purport to be complete and

are qualified in their entirety by reference to the complete terms of the OpCo DIP Credit Agreement and the Super-Holdco DIP Credit Agreement,

copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and which are incorporated herein by reference.

Accounts Receivable Securitization Facility

In connection with the Chapter 11 Cases and the

DIP Facilities, on May 29, 2026, Styron Receivables Funding Designated Activity Company, a company incorporated in Ireland (the “AR

Borrower”), Trinseo Ireland Global IHB Limited, as investment manager, the lenders party thereto, GLAS USA LLC, as administrative

agent, and GLAS Americas LLC, as collateral agent, entered into an Amendment and Restatement Agreement (the “Amendment and Restatement

Agreement”), which amends and restates the Credit and Security Agreement, dated as of July 18, 2024 (as amended and restated,

the “AR Credit Agreement”). The AR Credit Agreement provides for a non-recourse revolving credit facility in an aggregate

amount of up to $150.0 million (the “AR Facility”), collateralized by certain trade receivables generated by certain

of the Company’s Swiss, German, Dutch and U.S. subsidiaries (the “Originators”).

Advances under the AR Credit Agreement bear interest

at a rate per annum equal to Term SOFR (subject to a floor of 2.00%) plus 6.00%, payable in cash. The AR Facility incurs interest on a

minimum of $75,000,000 of advances irrespective of actual amounts outstanding. The AR Borrower is also required to pay an unused facility

fee on a portion of the unfunded revolving commitments, as well as ongoing agent fees and servicing fees.

The AR Facility matures on the earliest to occur

of:

· May 29, 2027,

· the date the Debtors exit the Chapter 11 Cases under a chapter 11 plan, and

· the occurrence of an amortization event as set forth in the AR Credit Agreement.

The proceeds of the AR Facility may be used to:

· refinance the obligations under the existing credit and security agreement,

· finance the purchase of eligible receivables,

· pay transaction expenses, interest, fees and other amounts due under the AR Credit Agreement and the other transaction documents,

and

· repay the subordinated junior loan note.

The obligations under the AR Facility are secured

by a first-priority security interest in substantially all of the AR Borrower’s assets, including all pool receivables, related

security, collections, collection accounts and other transaction accounts, and all proceeds of any of the foregoing. The AR Credit Agreement

contains representations, warranties, affirmative and negative covenants, and amortization events customary for receivables securitization

facilities of this type, including but not limited to a cross-default to the Company’s and its subsidiaries’ other material

indebtedness.

As part of exit financing contemplated by the Plan, the Restructuring Support Agreement provides that, on the effective date of a chapter

11 plan, the AR Facility will be converted into, or refinanced by, an exit accounts receivable securitization facility on terms and conditions

to be agreed upon by the Debtors and the creditor parties.

The foregoing description of the Amendment and

Restatement Agreement and the AR Credit Agreement included in this Current Report on Form 8-K does not purport to be complete and

is qualified in its entirety by reference to the complete terms of the Amendment and Restatement Agreement (including the AR Credit Agreement

attached thereto as Exhibit A), a copy of which is attached hereto as Exhibit 10.3, and which 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 under Item 1.01 above is also responsive

to this Item 2.03 and is hereby incorporated by reference into this Item 2.03.

Forward-Looking Statements

This Current Report on Form 8-K contains

forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about

the DIP Facilities, the AR Facility, the Restructuring Transactions, the Chapter 11 Cases, the Plan, debtor-in-possession financing,

accounts receivable securitization financing, the Company’s financial position, and the Company’s ability to continue

operating in the ordinary course. These forward-looking statements are based upon current expectations and involve risks and

uncertainties, including the Company’s ability to consummate the Restructuring Transactions on the terms contemplated by the

Restructuring Support Agreement and the term sheet attached thereto or at all; negotiate, execute and perform definitive documents;

obtain entry of the final DIP Orders and Bankruptcy Court confirmation of the Plan; obtain and consummate exit financing; satisfy or

waive conditions to the effective date of the Plan, including any required governmental or regulatory approvals and Irish law

implementation steps; satisfy borrowing base and other conditions to continued availability under the AR Facility; maintain the AR

Facility and the related receivables securitization structure during the Chapter 11 Cases; and manage its business during the

Chapter 11 Cases. Additional information and key risks applicable to these statements are described in the Company’s Annual

Report on Form 10-K, under Part I, Item 1A — “Risk Factors,” and elsewhere in the Company’s

other reports, filings and furnishings made with the U.S. Securities and Exchange Commission from time to time. All forward-looking

statements in this Current Report on Form 8-K are qualified by these cautionary statements, and actual results or developments

may differ materially from those in these forward-looking statements. The Company assumes no obligation to publicly update or revise

any forward-looking statements, except as required by law.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1+

Senior Secured Super-Priority Debtor-In-Possession Credit Agreement, dated as of May 28, 2026, by and among Trinseo Luxco S.à r.l., as holdings, Trinseo Holding S.à r.l. and Trinseo Materials Finance, Inc., as borrowers, the guarantors party thereto from time to time, the lenders party thereto from time to time, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent

10.2+

Senior Secured Super-Priority Debtor-In-Possession HoldCo Credit Agreement, dated as of May 28, 2026, by and among Trinseo PLC, as parent, Trinseo NA Finance LLC, as holdings, Trinseo Luxco Finance SPV S.à r.l. and Trinseo NA Finance SPV LLC, as borrowers, the guarantors party thereto from time to time, the lenders party thereto from time to time, and Alter Domus (US) LLC, as administrative agent and collateral agent

10.3+^

Amendment and Restatement Agreement, dated as of May 29, 2026, by and among Styron Receivables Funding Designated Activity Company, as borrower, Trinseo Ireland Global IHB Limited, as investment manager, the lenders party thereto, GLAS USA LLC, as administrative agent, and GLAS Americas LLC, as collateral agent (including the Amended and Restated Credit and Security Agreement attached thereto as Exhibit A)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Certain of the schedules and attachments to this

exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information

regarding such omitted materials to the SEC upon request.

Certain portions of this exhibit have been redacted

in accordance with Regulation S-K, Item 601(b)(10).

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRINSEO PLC

By:

/s/ David Stasse

Name:

David Stasse

Title:

Executive Vice President and Chief Financial Officer

Date: June 1, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2615985d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION

CREDIT AGREEMENT

Dated as of May 28, 2026

among

TRINSEO LUXCO S.À R.L.,

as Holdings and as Debtor and Debtor-in-Possession,

TRINSEO HOLDING S.À R.L.,

as the Lead Borrower and as a Debtor and Debtor-in-Possession,

TRINSEO MATERIALS FINANCE, INC.,

as the Co-Borrower and as a Debtor and Debtor-in-Possession,

THE GUARANTORS PARTY HERETO FROM TIME TO TIME,

as Debtors and Debtors-in-Possession

THE LENDERS PARTY HERETO FROM TIME TO TIME

and

DEUTSCHE BANK AG NEW YORK BRANCH,

as Administrative Agent and Collateral Agent

Table of Contents

Page

Article I Definitions and Accounting Terms

Section 1.01

Defined Terms

Section 1.02

Luxembourg Terms

Section 1.03

Swedish Terms

Section 1.04

Other Interpretive Provisions

Section 1.05

Accounting Terms

Section 1.06

Rounding

Section 1.07

References to Agreements, Laws, Etc.

Section 1.08

Times of Day

Section 1.09

Timing of Payment of Performance

Section 1.10

Pro Forma Calculations

Section 1.11

Currency Equivalents

Section 1.12

[Reserved]

Section 1.13

Cashless Settlement

Section 1.14

Section 1.15

Rates

Section 1.16

Finnish Provisions

Section 1.17

Cashless Roll

Article II The Commitments and Credit Extensions

Section 2.01

Term Loans

Section 2.02

Borrowings, Conversions and Continuations

Section 2.03

Letters of Credit

Section 2.04

[Reserved]

Section 2.05

Prepayments

Section 2.06

Reduction of Commitments

Section 2.07

Repayment of Loans

Section 2.08

Interest

Section 2.09

Payments

Section 2.10

Computation of Interest and Fees

Section 2.11

Evidence of Indebtedness

Section 2.12

Payments Generally

Section 2.13

Sharing of Payments

Section 2.14

[Reserved]

Section 2.15

[Reserved]

Section 2.16

[Reserved]

Section 2.17

[Reserved]

Section 2.18

[Reserved]

Section 2.19

Defaulting Lenders

Section 2.20

Borrower Obligations Joint and Several

Article III Taxes, Increased Costs Protection and Illegality

Section 3.01

Taxes

Section 3.02

Illegality

Section 3.03

Inability to Determine Rates

Section 3.04

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Benchmark Rate Loans

Section 3.05

[Reserved]

(i)

Section 3.06

Matters Applicable to All Requests for Compensation

Section 3.07

Replacement of Lenders under Certain Circumstances

Section 3.08

Survival

Article IV Conditions Precedent to Credit Extensions

Section 4.01

First Credit Event

Section 4.02

All Credit Events

Article V Representations and Warranties

Section 5.01

Existence, Qualification and Power; Compliance with Laws

Section 5.02

Authorization; No Contravention

Section 5.03

Governmental Authorization; Other Consents

Section 5.04

Binding Effect

Section 5.05

Financial Statements; No Material Adverse Effect

Section 5.06

Litigation

Section 5.07

Ownership of Property; Liens

Section 5.08

Environmental Matters

Section 5.09

Taxes

Section 5.10

ERISA Compliance

Section 5.11

Subsidiaries; Equity Interests

Section 5.12

Margin Regulations; Investment Company Act

Section 5.13

Disclosure

Section 5.14

Labor Matters

Section 5.15

Intellectual Property; Licenses, Etc.

Section 5.16

[Reserved]

Section 5.17

Subordination of Junior Financing

Section 5.18

Collateral Documents

Section 5.19

Centre of Main Interest

Section 5.20

Pensions Act

Section 5.21

Commercial Benefit

Section 5.22

USA Patriot Act, Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions

Section 5.23

Luxembourg Specific Representations

Section 5.24

Budget; Variance Report

Section 5.25

Orders

Section 5.26

Bankruptcy Matters

Article VI Affirmative Covenants

Section 6.01

Financial Statements

Section 6.02

Certificates; Other Information

Section 6.03

Notices

Section 6.04

Payment of Taxes

Section 6.05

Preservation of Existence, Etc.

Section 6.06

Maintenance of Properties

Section 6.07

Maintenance of Insurance

Section 6.08

Compliance with Laws

Section 6.09

Books and Records

Section 6.10

Inspection Rights

Section 6.11

Additional Collateral; Additional Guarantors

Section 6.12

Compliance with Environmental Laws

Section 6.13

[Reserved]

(ii)

Section 6.14

Further Assurances

Section 6.15

[Reserved]

Section 6.16

[Reserved]

Section 6.17

Use of Proceeds

Section 6.18

Post-Closing Actions

Section 6.19

Compliance with Anti-Corruption Laws

Section 6.20

Liquidity

Section 6.21

Lender Calls

Section 6.22

Budget and Variance Reporting

Section 6.23

Milestones

Section 6.24

Bankruptcy Related Matters

Article VII Negative Covenants

Section 7.01

Liens

Section 7.02

Section 7.03

Indebtedness

Section 7.04

Fundamental Changes

102

Section 7.05

Dispositions

102

Section 7.06

Restricted Payments

104

Section 7.07

Change in Nature of Business

104

Section 7.08

Transactions with Affiliates

105

Section 7.09

Burdensome Agreements

106

Section 7.10

[Reserved]

107

Section 7.11

Prepetition Super HoldCo Credit Agreement

107

Section 7.12

Accounting Changes

107

Section 7.13

Prepayments, Etc. of Indebtedness

107

Section 7.14

Permitted Activities

108

Section 7.15

New Subsidiaries

109

Section 7.16

Permitted Variance; Liquidity

109

Section 7.17

Chapter 11 Cases

109

Article VIII Events of Default and Remedies

110

Section 8.01

Events of Default

110

Section 8.02

Remedies Upon Event of Default

116

Section 8.03

Application of Funds

116

Article IX Administrative Agent and Other Agents

117

Section 9.01

Appointment and Authorization of Agents

117

Section 9.02

Delegation of Duties

121

Section 9.03

Liability of Agents

121

Section 9.04

Reliance by Agents

121

Section 9.05

Notice of Default

121

Section 9.06

Credit Decision; Disclosure of Information by Agents

122

Section 9.07

Indemnification of Agents

122

Section 9.08

Agents in their Individual Capacities

123

Section 9.09

Successor Agents

123

Section 9.10

Administrative Agent May File Proofs of Claim

124

Section 9.11

Collateral and Guaranty Matters

125

Section 9.12

[Reserved]

126

Section 9.13

Appointment of Supplemental Agents

126

Section 9.14

[Reserved]

127

(iii)

Section 9.15

Parallel Debt owed to Collateral Agent

127

Article X Miscellaneous

127

Section 10.01

Amendments, Etc.

127

Section 10.02

Notices and Other Communications; Facsimile Copies

129

Section 10.03

No Waiver; Cumulative Remedies

130

Section 10.04

Attorney Costs and Expenses

131

Section 10.05

Indemnification

132

Section 10.06

Payments Set Aside

132

Section 10.07

Successors and Assigns

133

Section 10.08

Confidentiality

137

Section 10.09

Setoff

138

Section 10.10

Interest Rate Limitation

138

Section 10.11

Counterparts

139

Section 10.12

Integration

139

Section 10.13

Survival of Representations and Warranties

139

Section 10.14

Severability

139

Section 10.15

GOVERNING LAW

139

Section 10.16

WAIVER OF RIGHT TO TRIAL BY JURY

141

Section 10.17

Binding Effect

141

Section 10.18

USA Patriot Act

141

Section 10.19

No Advisory or Fiduciary Responsibility

141

Section 10.20

Judgment Currency

142

Section 10.21

Certain Undertakings with Respect to any Securitization Subsidiary

143

Section 10.22

Order Control

143

Section 10.23

Certain ERISA Matters

143

Article XI Guarantee

145

Section 11.01

The Guarantee

145

Section 11.02

Obligations Unconditional

146

Section 11.03

Reinstatement

147

Section 11.04

Subrogation; Subordination

147

Section 11.05

Remedies

147

Section 11.06

Instrument for the Payment of Money

147

Section 11.07

Continuing Guarantee

147

Section 11.08

General Limitation on Guarantee Obligations

147

Section 11.09

Specific Limitation for Swiss Guarantors

147

Section 11.10

[Reserved]

149

Section 11.11

[Reserved]

149

Section 11.12

Specific Limitation for Luxembourg Guarantors

149

Section 11.13

Specific Limitation for Irish Guarantors

150

Section 11.14

Release of Guarantors

151

Section 11.15

Right of Contribution

151

Section 11.16

Keepwell

151

Section 11.17

Certain Dutch Guarantors

151

Section 11.18

Specific Limitations for Swedish Guarantors.

152

Section 11.19

Acknowledgment and Consent to Bail-In of Affected Financial Institutions

152

Section 11.20

Specific Limitations for Finnish Guarantors

153

(iv)

SCHEDULES

Schedule 1.01A

Commitments

Schedule 1.01B

Existing Letters of Credit

Schedule 1.01D

Loan Parties

Schedule 1.01E

Existing Investments

Schedule 1.01F(a)

[Reserved]

Schedule 1.01F(b)

[Reserved]

Schedule 1.01G

Milestones

Schedule 2.14

[Reserved]

Schedule 4.01(b)

[Reserved]

Schedule 5.07

Ownership of Property

Schedule 5.08(a)

Environmental Matters

Schedule 5.11

Subsidiaries; Equity Interests

Schedule 6.18

Post-Closing Actions

Schedule 7.01(b)

Existing Liens

Schedule 7.03(b)

Existing Indebtedness

Schedule 7.08

Transactions with Affiliates

Schedule 7.09

Certain Contractual Obligations

Schedule 10.02

Notices and Other Communications

EXHIBITS

Form of

Exhibit A

Committed Loan Notice

Exhibit B

[Reserved]

Exhibit C-1

Term Note

Exhibit D

[Reserved]

Exhibit E

Assignment and Assumption

Exhibit F

Pledge and Security Agreement

Exhibit G

[Reserved]

Exhibit H

Guarantor Joinder

Annex I

Initial Budget

(v)

SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION

CREDIT AGREEMENT

This SENIOR SECURED SUPER-PRIORITY

DEBTOR-IN-POSSESSION CREDIT AGREEMENT is entered into as of May 28, 2026, (as amended, supplemented and/or otherwise modified from

time to time in accordance with the terms hereof, this “Agreement”), among TRINSEO HOLDING S.À R.L., a private

limited liability company (société à responsabilité limitée), organized and established under

the laws of the Grand Duchy of Luxembourg, having its registered office at 130, Boulevard de la Pétrusse, L-2330 Luxembourg, Grand

Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies (“RCS”) under number B 153582

(“Trinseo SARL” or the “Lead Borrower”), as a debtor and debtor-in possession in the Chapter 11

Cases (as defined below), TRINSEO LUXCO S.À R.L., a private limited liability company (société à responsabilité

limitée), organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 130,

Boulevard de la Pétrusse, L-2330 Luxembourg, Grand Duchy of Luxembourg, registered with the RCS under number B153577 (“Holdings”),

as a debtor and debtor-in possession in the Chapter 11 Cases (as defined below), TRINSEO MATERIALS FINANCE, INC., a Delaware

corporation, as a debtor and debtor-in possession in the Chapter 11 Cases (as defined below) (the “Co-Borrower”,

together with the Lead Borrower, the “Borrowers” and each, a “Borrower”), the Guarantors party

hereto from time to time, as a debtor and debtor-in possession in the Chapter 11 Cases (as defined below), the Lenders party hereto

from time to time (collectively, the “Lenders” and individually, a “Lender”) and DEUTSCHE BANK

AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent.

PRELIMINARY STATEMENTS

On May 26, 2026 (the

“Petition Date”), Holdings and certain of its Affiliates, in their capacities as debtors and debtors in possession

(Holdings and such Affiliates, each as set forth under the heading “OpCo Debtors” on Schedule 1.01D, collectively,

the “OpCo Debtors”, and, each, an “OpCo Debtor”) filed voluntary petitions with the United States

Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) initiating their respective

jointly administered cases under Chapter 11 of the Bankruptcy Code (Case No. 26-90545) (collectively, the “Chapter 11

Cases”), and each OpCo Debtor has continued and is continuing in the possession of its assets and management of its business

pursuant to Sections 1107 and 1108 of the Bankruptcy Code;

The Borrowers have requested

that Lenders provide the Borrowers with a senior secured super-priority priming term loan debtor-in-possession credit facility (the “DIP

Facility”), consisting of (a) (i) New Money Commitments funded by the Lenders on the Closing Date and (ii) the

New Money Commitments funded by the Lenders after the Closing Date in accordance with the terms and conditions of this Agreement and

the DIP Orders, and (b) Prepetition Superpriority Secured Obligations that will be deemed “rolled up” as term loans

hereunder at a ratio of two dollars of Roll-Up Term Loans for every one dollar of New Money Commitments funded by the Lenders, in each

case, pursuant to the terms, and subject to the conditions set forth, in this Agreement and the DIP Orders.

The Lenders are willing to

make term loans to the Borrowers, subject to the terms and conditions set forth in this Agreement and the DIP Orders; and

The Obligations of the Borrowers

are guaranteed by the Guarantors and, secured by Liens on the Collateral, in each case, as set forth in, and subject to, the Loan Documents

and the DIP Orders.

In consideration of the mutual

covenants and agreements herein contained, the parties hereto covenant and agree as follows:

(1)

Article I

Definitions

and Accounting Terms

Section 1.01      Defined

Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“ACRA”

means the Accounting and Corporate Regulatory Authority of Singapore.

“Ad Hoc Group”

means that certain ad hoc group of Prepetition Superpriority Lenders represented by Paul Hastings LLP and PJT Partners LP.

“Ad Hoc Group’s

Advisors” means, collectively, (i) Paul Hastings, LLP, as counsel to the Ad Hoc Group, (ii) PJT Partners LP, as financial

advisor to the Ad Hoc Group, in accordance with the terms of that certain fee letter effective as of April 20, 2026, and (iii) subject

to prior written consent of the Lead Borrower (such consent not to be unreasonably withheld, conditioned or delayed), such other attorneys,

financial advisors or professionals retained by or on behalf of the Ad Hoc Group (including the retention of any such professionals made

by Paul Hastings).

“Adequate Protection

Provisions” means the provisions in the Interim DIP Order or, once entered, in the Final DIP Order, granting adequate protection

to the Prepetition OpCo Secured Parties and Prepetition Superpriority Secured Parties.

“Adjusted Term SOFR”

means, the rate per annum equal to (a) Term SOFR for such calculation plus (b) solely with respect to the Roll-Up Term Loans,

the Term SOFR Adjustment; provided that, in no event shall the Adjusted Term SOFR be less than the applicable Floor.

“Administrative

Agent” means DBNY, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative

agent.

“Administrative

Agent’s Office” means the Administrative Agent’s address and account as set forth on Schedule 10.02, or

such other address or account as the Administrative Agent may from time to time notify the Lead Borrower and the Lenders.

“Administrative

Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affected Financial

Institution” has the meaning set forth in Section 11.19.

“Affiliate”

means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled

by or is under common Control with the Person specified.

“Agent-Related Persons”

means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of

such Persons and Affiliates.

“Agent Fee Letter”

means that certain fee letter, dated as of May 28, 2026, by and between the Borrowers and the Administrative Agent, as amended,

amended and restated, supplemented or otherwise modified from time to time

“Agents”

means, collectively, the Administrative Agent, the Collateral Agent and the Supplemental Agents (if any).

“Aggregate Commitments”

means the New Money Commitments of all the Lenders.

(2)

“Agreement”

means this Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“Altuglas”

means Altuglas LLC, a Delaware limited liability company.

“AML Laws”

means the Bank Secrecy Act, as amended by the USA Patriot Act, and all laws, rules, and regulations of any jurisdiction in which any

Loan Party or any Subsidiary is located or is doing business from time to time concerning or relating to anti-money laundering and ensuring

that all sources of funding are lawful and identifiable.

“Annual Financial

Statements” means the audited consolidated balance sheets and related statements of comprehensive income, shareholders’

equity and cash flows of Parent and its Subsidiaries for the fiscal years ended December 31, 2025.

“Anti-Corruption

Laws” means all laws, rules, and regulations of any jurisdiction from time to time concerning or relating to bribery or corruption

applicable to Holdings or its Subsidiaries by virtue of such Person being organized or operating in such jurisdiction.

“Applicable Margin”

means a percentage per annum equal to:

(a) with respect to

the New Money Term Loans maintained as: (i) Base Rate Loans, 8.00% and (ii) SOFR Rate Loans, 9.00%; and

(b) with respect to

Roll-Up Term Loans (2026 Bridge) maintained as: (i) Base Rate Loans, 8.00% and (ii) SOFR Rate Loans, 9.00%; and

Roll-Up Term Loans (Rev) maintained as: (i) Base Rate Loans, 1.25% and (ii) SOFR Rate Loans and Letter of Credit fees, 2.25%.

“Applicable Period”

means, (i) with respect to any Variance Report Deadline occurring on a Variance Covenant Test Date, the two-week period consisting

of the calendar week ending on the Sunday immediately preceding such Variance Report Deadline and (ii) otherwise, the calendar week

immediately preceding such week, in each case, as set forth in the then-current Approved Budget.

“Appropriate Lender”

means (a) at any time with respect to Loans of any Class, the Lenders of such Class, and (b) with respect to Letters of Credit,

the relevant L/C Issuers.

“Approved Bank”

has the meaning set forth in clause (c) of the definition of “Cash Equivalents”.

“Approved Fund”

means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity

or an Affiliate of an entity that administers, advises or manages a Lender.

“Aristech”

means Aristech Surfaces LLC, a Kentucky limited liability company.

“Aristech and Altuglas

IP” means any IP Rights necessary to operate the businesses of Aristech and Altuglas as set forth on Schedule 5.15 of the Prepetition

Superpriority Credit Agreement.

“Aristech and Altuglas

License Agreements” means (a) the Amended and Restated Technology License Agreement, dated January 1, 2022, entered

into between Trinseo Europe, as licensor, and Altuglas, as licensee, with respect to the use of IP Rights that are necessary to operate

the businesses of Altuglas, and (b) the Technology License Agreement, dated September 1, 2021, entered into between Trinseo

Europe, as licensor, and Aristech, as licensee, with respect to the use of IP Rights that are necessary to operate the businesses of

Aristech.

(3)

“ASIC”

means the Australian Securities and Investments Commission.

“Assignees”

has the meaning set forth in Section 10.07(b).

“Assignment and

Assumption” shall mean an assignment and assumption entered into by a Lender and an assignee (with the consent of any party

whose consent is required by Section 10.07), in the form of Exhibit E or any other form approved by the Administrative

Agent and the Lead Borrower.

“Associate”

means (i) any Person of which the Lead Borrower or its Restricted Subsidiaries are the legal and beneficial owners of between 20%

and 50% of all outstanding voting Equity Interests and (ii) any joint venture entered into by the Lead Borrower or any Restricted

Subsidiary of the Lead Borrower.

“Attorney Costs”

means and includes all reasonable, documented fees, expenses and disbursements of any law firm or other external legal counsel required

to be reimbursed by any Loan Party pursuant to the terms of any Loan Document.

“Attributable Indebtedness”

means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance

sheet of such Person prepared as of such date in accordance with GAAP.

“Auditors”

means a firm of recognized international auditors.

“Bail-In Action”

means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of

an EEA Financial Institution.

“Bail-In Legislation”

means, 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 for such EEA Member Country from time to time which is described in the EU Bail-In

Legislation Schedule.

“Base Rate”

means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the

rate of interest in effect for such day as publicly announced from time to time by DBNY as its “prime rate” and (c) the

applicable Benchmark Rate for an Interest Period of one month commencing on such day plus 1.00% per annum. The “prime rate”

is a rate set by DBNY based upon various factors including DBNY costs and desired return, general economic conditions and other factors,

and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such

rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement

of such change.

“Base Rate Loan”

means a Loan that bears interest based on the Base Rate.

“Base Rate Term

SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Benchmark Rate”

means Adjusted Term SOFR.

“Benchmark Rate

Loan” means a Loan that bears interest at a rate based on the Benchmark Rate whether denominated in Dollars.

“Beneficial Ownership

Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership

Regulation” means 31 C.F.R. § 1010.230.

“Beneficiary”

has the meaning set forth in Section 1.03(c).

(4)

“Board of Directors”

means, for any Person, the board of directors, the general partner or other governing body of such Person or, if such Person does not

have such a board of directors, general partner or other governing body and is owned or managed by a single entity, the Board of Directors

or board of managers (conseil de gérance) of such entity, or, in either case, any committee thereof duly authorized to

act on behalf of such Board of Directors. Unless otherwise provided, “Board of Directors” means the Board of Directors of

the Lead Borrower.

“Borrower”

has the meaning provided in the introductory paragraph hereof.

“Borrower Retained

Prepayment Amounts” has the meaning set forth in Section 2.05(b)(vii).

“Borrowing”

means a Term Borrowing.

“Business Day”

means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are

in fact closed in, Luxembourg or the State where the Administrative Agent’s Office with respect to Loans denominated in Dollars

is located.

“Calculation Date”

shall mean (a) the first Business Day of each calendar month and (b) if an Event of Default has occurred and is continuing,

any Business Day as determined by the Administrative Agent in its sole discretion.

“Capital Expenditures”

means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events

all amounts expended or capitalized under Capitalized Leases) by the Lead Borrower and its Restricted Subsidiaries during such period

that, in conformity with GAAP, are or are required to be included as capital expenditures on the consolidated statement of cash flows

of the Lead Borrower and its Restricted Subsidiaries.

“Capitalized Leases”

means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that

for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability

in accordance with GAAP.

“Captive Insurance

Subsidiary” means any Subsidiary of the Lead Borrower that is subject to regulation as an insurance company (or any Subsidiary

thereof).

“Carve-Out”

has the meaning assigned to such term in the Interim DIP Order (with respect to the period prior to the entry of the Final DIP Order)

or the Final DIP Order (from and after the date on which the Final DIP Order is entered).

“Cash Collateral”

has the meaning specified in Section 2.03(g).

“Cash Collateral

Account” means a blocked account at DBNY (or another commercial bank selected in compliance with Section 9.09)

in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established

in a manner satisfactory to the Administrative Agent.

“Cash Collateralize”

has the meaning specified in Section 2.03(g).

“Cash Equivalents”

means any of the following types of Investments:

(a)           (i) Dollars,

Pounds Sterling, Canadian Dollars or Euros; or (ii) any other currency held by the Lead Borrower and its Restricted Subsidiaries

from time to time in the ordinary course of business;

(5)

(b)           readily

marketable obligations issued or directly and fully Guaranteed or insured by the United States or Canadian governments or, in each case,

any agency or instrumentality of thereof (provided that the full faith and credit of such country or such member state is pledged

in support thereof), having maturities of not more than 24 months from the date of acquisition;

of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances issued by any (i) Lender

or (ii) (a) commercial bank or trust company bank that is organized under the Laws of the United States, any state thereof

or the District of Columbia or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States,

any state thereof or the District of Columbia and is a member of the Federal Reserve System, and (b) has combined capital and surplus

in excess of $100,000,000 (any such Persons referenced in the foregoing clauses (i) and (ii) being an “Approved

Bank”), in each case with maturities not exceeding 24 months from the date of acquisition thereof;

(d)           repurchase

obligations for underlying securities of the types described in clauses (b) and (c) entered into with any Approved Bank;

(e)           commercial

paper and variable or fixed rate notes rated at the time of acquisition thereof at least “A-2” (or the equivalent thereof

by S&P) or “P-2” (or the equivalent thereof by Moody’s) or carrying an equivalent rating by a Nationally Recognized

Statistical Rating Organization (if both of the two named rating agencies cease publishing ratings of investments) or, if no rating is

available in respect of the commercial paper, the issuer of which has an equivalent rating in respect of its long-term debt, and in any

case maturing within 24 months after the date of acquisition thereof;

(f)            readily

marketable direct obligations issued by any state, commonwealth or territory of the United States of America, any province of Canada

or any other foreign government or any political subdivision or taxing authority thereof, in each case, having an investment grade rating

from either Moody’s or S&P (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another

Nationally Recognized Statistical Rating Organization) with maturities of not more than 24 months from the date of acquisition;

(g)           bills

of exchange issued in the United States or Canada eligible for rediscount at the relevant central bank and accepted by a bank (or any

dematerialized equivalent);

(h)           Investments

with average maturities of 24 months or less from the date of acquisition in money market funds rated AAA– (or the equivalent thereof)

or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s;

(i)            for

purposes of Section 7.05(f), the marketable securities portfolio owned by the Lead Borrower and its Subsidiaries on the Closing

Date;

(j)            Investments,

classified in accordance with GAAP as current assets, in money market investment programs which are registered under the Investment Company

Act of 1940 or which are administered by financial institutions having capital of at least $100,000,000, and, in either case, the portfolios

of which are limited such that substantially all of such Investments are of the character, quality and maturity described in clauses (a) through

(h) of this definition;

(k)           instruments

equivalent to those referred to in clauses (a) through (h) above and clause (j) above denominated in Euros or

any other currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management

purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by

any Restricted Subsidiary organized in such jurisdiction; and

(6)

(l)            any

interest in any investment funds investing at least 90% of their assets in instruments of the type specified in clauses (a) through

(h) above and clauses (j) and (k) above.

“Cash Management

Obligations” means obligations owed by the Lead Borrower or any Restricted Subsidiary to any Lender or any Affiliate of a Lender

in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing

house transfers of funds.

“Cash Management

Practices” means (a) the ordinary course cash management practices of the Lead Borrower and its Subsidiaries as in effect

prior to the Closing Date, including with respect to the ordinary course cash management practices related to the funding, sweeping or

transferring of cash in accordance with that certain Amended and Restated Cash Pooling Agreement, dated as of May 22, 2023 and effective

as of December 31, 2022 and (b) capital contributions made by or to the Lead Borrower and its Subsidiaries to satisfy minimum

capitalization or solvency requirements under local law; provided that such contribution must be made for legitimate business

purposes and not made for the purposes of adversely affecting the credit position of the Lenders.

“Casualty Event”

means any event that gives rise to the receipt by the Lead Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation

awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment,

fixed assets or real property.

“Chapter 11 Plan”

means any plan of reorganization or liquidation (as the case may be).

“Chapter 11 Plan

Effective Date” means, with respect to any Chapter 11 Plan, the effective date of such Chapter 11 Plan, which has been confirmed

by an order entered by the Bankruptcy Court.

“Class”

(a) when used with respect to Commitments or Loans, refers to those of such Commitments or Loans that have the same terms and conditions

(without regard to differences in the Type of Loan, Interest Period, upfront fees, OID or similar fees paid or payable in connection

with such Commitments or Loan, or differences in tax treatment (e.g. “fungibility”)); provided that such Commitments

or Loans may be designated in writing by the Lead Borrower and Lenders holding such Commitments or Loans as a separate Class from

other Commitments or Loans that have the same terms and conditions and (ii) with respect to Lenders, those of such Lenders that

have Commitments or Loans of a particular Class.

“Closing Date”

means May 28, 2026.

“Closing Date Guarantors”

means Holdings and each Subsidiary of Holdings (other than the Borrowers) listed on Schedule 1.01D that is party to this Agreement

on the Closing Date.

“Co-Borrower”

has the meaning provided in the introductory paragraph hereof.

“Code”

means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations related thereto.

“Collateral”

means the “Collateral” as defined in the Pledge and Security Agreement, the “OpCo DIP Collateral” as defined

in the DIP Orders, and all the “Collateral” or “Pledged Assets” as defined in any other Collateral Document and

any other assets pledged pursuant to any Collateral Document and the DIP Orders provided that in no event shall any Excluded Asset constitute

Collateral.

“Collateral Agent”

means DBNY, in its capacity as collateral agent or pledgee in its own name under any of the Loan Documents, or any successor collateral

agent.

“Collateral and

Guarantee Requirement” means, at any time, the requirement that:

(7)

(a)           on

the Closing Date, the Administrative Agent shall have received each Collateral Document to the extent required to be delivered on the

Closing Date pursuant to Section 4.01, subject to the limitations and exceptions of this Agreement, duly executed by each

Loan Party thereto; and

(b)           after

the Closing Date, each Subsidiary of Parent listed on Schedule 1.01D (other than any Excluded Subsidiary) shall become a Guarantor and

signatory to this Agreement pursuant to a Guarantor Joinder in accordance with Section 6.11 or 6.18 and a party to

the respective Collateral Documents in accordance with Section 6.11 or 6.18.

Notwithstanding the foregoing

provisions of this definition or anything in this Agreement or any other Loan Document to the contrary:

(i)            The

foregoing definition shall not require and the Loan Documents shall not contain any requirements as to the creation or perfection of

pledges of, security interests in, Mortgages on, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other

actions with respect to, Excluded Assets;

(ii)           [reserved];

and

(iii)          Liens

required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations

set forth in this Agreement and the Collateral Documents.

“Collateral Documents”

means, collectively, the Security Agreement, the DIP Orders, each of the local law security and pledge agreements entered into by Foreign

Guarantors from time to time, collateral assignments, security agreement, pledge agreements, or other similar agreements delivered to

the Administrative Agent pursuant to Sections 4.01, 6.11 or 6.14, and each of the other agreements, instruments

or documents that creates or purports to create a Lien in favor of the Administrative Agent and/or the Collateral Agent (as relevant),

in each case for the benefit of the Secured Parties.

“Commitment”

means, with respect to each Lender, such Lender’s New Money Commitments and L/C Commitment.

“Commitment Letter”

means that certain Commitment Letter – OpCo Debtor-in-Possession Facility, dated as of May 13, 2026, by and among Holdings,

the Borrowers and the Commitment Parties (as defined therein) party thereto, as amended, amended and restated, supplemented or otherwise

modified from time to time.

“Committed Loan

Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans denominated in Dollars from one Type to the

other, or (c) a continuation of Benchmark Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially

in the form of Exhibit A.

“Compensation Period”

has the meaning set forth in Section 2.12(c)(ii).

“Conforming Changes”

means with respect to the use or administration of Term SOFR, any technical, administrative or operational changes (including changes

to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government

Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making

payments of interest and other administrative matters) that the Administrative Agent decides may be appropriate to reflect the adoption

and implementation of Term SOFR and to permit the administration thereof by the Administrative Agent in a manner substantially consistent

with market practice (or, if the Administrative Agent decides 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 Term SOFR exists, in such other

manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement).

(8)

“Contractual Obligation”

means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to

which such Person is a party or by which it or any of its property is bound.

“Control”

means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,

whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”

have meanings correlative thereto.

“Credit Extension”

means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“DBNY”

means Deutsche Bank AG New York Branch, in its individual capacity, and any successor thereto by merger, consolidation or otherwise.

“Debtor Relief Laws”

means the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of

creditors, moratorium, rearrangement, receivership, examinership, insolvency, winding up, reorganization or similar debtor relief Laws

of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Declined Proceeds”

has the meaning set forth in Section 2.05(b)(vii).

“Default”

means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both,

would be an Event of Default.

“Default Rate”

means an interest rate equal to (a) the Base Rate plus (b) the Applicable Margin, if any, applicable to Base Rate Loans

plus (c) 2.00% per annum; provided that, with respect to a Benchmark Rate Loan, the Default Rate shall be an interest

rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus 2.00% per annum, in each

case, to the fullest extent permitted by applicable Laws.

“Defaulting Lender”

means, subject to Section 2.20(b), any Lender that, as reasonably determined by the Administrative Agent (a) has refused

(which refusal may be given verbally or in writing and has not been retracted) or failed to perform any of its funding obligations hereunder,

including in respect of its Loans or participations in respect of L/C Obligations, which refusal or failure is not cured within one Business

Day after the date of such refusal or failure, (b) has notified the Lead Borrower or Administrative Agent that it does not intend

to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder

or under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the

Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations

(provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written

confirmation by the Administrative Agent and the Lead Borrower), or (d) has, or has a direct or indirect parent company that has,

after the date of this Agreement, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver,

conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation

of its business or a custodian appointed for it, (iii) become the subject of a Bail-In Action or (iv) taken any action in furtherance

of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall

not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect

parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with

immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its

assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements

made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through

(d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject

to Section 2.20(b)) upon delivery of written notice of such determination to the Lead Borrower, L/C Issuer and each Lender.

(9)

“Delayed Draw New

Money Closing Date” means the date of any Borrowing of Delayed Draw New Money Term Loans in accordance with Sections 2.01(a) and

4.03.

“Delayed Draw New

Money Term Loans” has the meaning set forth in Section 2.01(a).

“Designated Lenders”

means, collectively, (a) certain funds and accounts managed by Angelo, Gordon & Co. or one or more entities owned by such

funds or accounts, (b) certain funds or accounts managed by Oaktree Capital Management, L.P. or one or more entities owned by such

funds or accounts and (c) certain funds or accounts managed by Apollo Capital Management, L.P. or one or more entities owned by

such funds or accounts.

“Designated Real

Property” means any real property owned or leased by any Loan Party as of the Closing Date that is located in the Federal Republic

of Germany or Switzerland.

“DIP Orders”

means, collectively, the Interim DIP Order and the Final Order and separately, the Interim DIP Order or the Final DIP Order, as the context

requires.

“DIP Superpriority

Claims” means the superpriority administrative expense claims under section 364(c) of the Bankruptcy Code against each

of the OpCo Debtors, on a joint and several basis, which claims, subject to the Carve-Out, shall have priority over any and all other

administrative expense claims against the OpCo Debtors and their estates, now existing or hereafter arising, including, without limitation,

administrative expenses of the kind specified in or ordered pursuant to sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c),

507(a), 507(b), 546(c), 546(d), 552(b), 726, 1113 and 1114 of the Bankruptcy Code or otherwise, with recourse against all Collateral.

“Disposition”

or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction

and any sale or issuance of Equity Interests in a Restricted Subsidiary) of any property by any Person, including any sale, assignment,

transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith;

provided that the issuance of Equity Interests by Holdings shall not constitute a Disposition by Holdings.

“Disbursements Variance”

has the meaning set forth in Section 6.22(ii).

“Disqualified Equity

Interests” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which

it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily

redeemable (other than solely for Qualified Equity Interests or solely at the direction of the issuer), pursuant to a sinking fund obligation

or otherwise (except as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence

of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that

are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than

solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is

or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity

Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date; provided that if such Equity

Interests are issued pursuant to a plan for the benefit of employees of the Lead Borrower (or any Parent) or any of its Restricted Subsidiaries

or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may

be required to be repurchased by the Lead Borrower or if its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory

obligations or as a result of such employee’s termination, death or disability.

(10)

“Dollar”

and “$” mean lawful money of the United States.

“Dollar Amount”

means, at any time:

(a)           with

respect to any Loan denominated in Dollars, the principal amount thereof then outstanding (or in which such participation is held);

(b)           with

respect to any Loan denominated in Euros, the Dollar Equivalent of the principal amount thereof then outstanding in Euros; and

respect to any L/C Obligation (or any risk participation therein), (A) if denominated in Dollars, the amount thereof and (B) if

denominated in an Alternative Currency, the Dollar Equivalent of the amount thereof.

“Dollar Equivalent”

means, on any date of determination, with respect to any amount in a currency other than Dollars, the equivalent in Dollars of such amount,

determined by the Administrative Agent pursuant to Section 1.12 using the Exchange Rate with respect to such currency at

the time in effect in accordance with the provisions of Section 1.12.

“Domestic Subsidiary”

means any Subsidiary that is organized under the Laws of the United States, 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.

“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.

“Eligible Assignee”

has the meaning set forth in Section 10.07(a).

“EMU Legislation”

means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European

currency.

“Environment”

means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata, and natural resources such

as wetlands, flora and fauna.

“Environmental Laws”

means any applicable Law, including common law, relating to the prevention of pollution or the protection of the environment and natural

resources, or to the protection of human health and safety as it relates to the environment.

(11)

“Environmental Liability”

means any liability, contingent or otherwise (including any liability for damages, costs of investigation and remediation, fines, penalties

or indemnities) directly or indirectly resulting from or based upon (a) violation of any Environmental Law or any Environmental

Permit, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure

to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the Environment or (e) any

contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit”

means any permit, approval, identification number, license or other authorization required by any Environmental Law.

“Equity Interests”

means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of

capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for

the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings

issued thereunder.

“ERISA Affiliate”

means any trade or business (whether or not incorporated) that is under common control with a Loan Party or any Restricted Subsidiary

within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(a)(14) of ERISA.

“ERISA Event”

means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Loan Party, any Restricted Subsidiary

or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer

(as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of

ERISA; (c) a complete or partial withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Multiemployer

Plan, the insolvency under Title IV of ERISA of any Multiemployer Plan, or the receipt of any Loan Party, Restricted Subsidiary or any

ERISA Affiliate, of any notice that a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA; (d) the

filing of a notice of intent to terminate any Pension Plan, the treatment of a Pension Plan amendment as a termination under Sections

4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an

event or condition which would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of,

or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the failure to make a required contribution

to any Pension Plan that would result in the imposition of a lien or other encumbrance on a Loan Party or Restricted Subsidiary or the

provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA by a Loan Party or Restricted Subsidiary,

or the arising of such a lien or encumbrance, there being or arising any “unpaid minimum required contribution” or “accumulated

funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I

of ERISA), whether or not waived, the failure to satisfy the minimum funding standard of Section 412 of the Code, whether or not

waived, or a determination that any Pension Plan is, or is reasonably expected to be, in at-risk status under Title IV of ERISA; (g) the

occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) with

respect to a Pension Plan which could reasonably be expected to result in liability to a Loan Party or any Restricted Subsidiary; or

(h) the incurring of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007

of ERISA, by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate.

“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.

“Euros”

and “EUR” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“Event of Default”

has the meaning specified in Section 8.01.

(12)

“Exchange Act”

means the Securities Exchange Act of 1934, as amended.

“Exchange Rate”

shall mean on any day, for purposes of determining the Dollar Equivalent of any other currency, the rate at which such other currency

may be exchanged into Dollars as set forth at approximately 11:00 a.m., London time, on such day on the Reuters ECB page 37 for

such currency. In the event that such rate does not appear on the Reuters ECB page 37, 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 Lead 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 10:00 a.m. in such market on such date for the purchase of Dollars for delivery two (2) 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 reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest

error.

“Excluded Asset”

means (i) any security deposits in respect of non-residential real property leases of the Loan Parties, (ii) governmental licenses

or state or local franchises, charters and authorizations and any other property and assets to the extent that the Administrative Agent

may not validly possess a security interest therein under applicable laws (including, without limitation, rules and regulations

of any governmental authority or agency) or the pledge or creation of a security interest in which would require governmental consent,

approval, license or authorization, other than (A) to the extent such limitation is rendered ineffective under the UCC, other applicable

law, including the Bankruptcy Code, or the DIP Order, notwithstanding such limitation, (B) with respect to any OpCo Debtor, to the

extent such limitation is rendered ineffective as a result of the commencement of the Chapter 11 Cases or pursuant to the DIP Order notwithstanding

such limitation, and (C) proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC,

other applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such limitation, (iii) any particular asset

or right under contract, if the pledge thereof or the security interest therein is prohibited or restricted by applicable law, rule or

regulation (including any requirement thereunder to obtain the consent of any governmental or regulatory authority), or third party (i.e.,

other than Parent, the Borrowers or any of their respective Subsidiaries), so long as any agreement with such third party that provides

for such prohibition or restriction was not entered into in contemplation of the acquisition of such assets or entering into of such

contract or for the purpose of creating such prohibition or restriction, other than (A) to the extent such prohibition or restriction

is rendered ineffective under the UCC, other applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such prohibition

or restriction and (B) proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC, other

applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such prohibition or restriction, (iv) (A) margin

stock, (B) [reserved], and (C) Equity Interests in any non-wholly owned Restricted Subsidiaries and any entities which do not

constitute Subsidiaries, other than to the extent such prohibition or restriction is rendered ineffective under the UCC or, other applicable

law, including the Bankruptcy Code, or the DIP Order but only to the extent that (x) the organizational documents or other agreements

with other equity holders of such non-wholly owned Restricted Subsidiary or other entity do not permit or restrict the pledge of such

Equity Interests (to the extent such restriction exists on the Closing Date or on the date of acquisition of such non-wholly owned Restricted

Subsidiary or the Equity Interests in such entity so long as such restriction was not entered into in contemplation of the acquisition

of such Equity Interests), or (y) the pledge of such Equity Interests (including any exercise of remedies) would result in a change

of control, repurchase obligation or other adverse consequence to any of the Loan Parties or such non-wholly owned Restricted Subsidiary

or other entity, (v) any lease, license or agreement or any property subject to a purchase money security interest, capital lease

obligations or similar arrangement, in each case, to the extent the grant of a security interest therein would violate or invalidate

such lease, license or agreement or purchase money or similar arrangement or create a right of termination in favor of any other party

thereto (other than Parent, any Loan Party or any Subsidiary of a Loan Party), other than (A) to the extent such provision is rendered

ineffective under the UCC, other applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such provision, (B) with

respect to any OpCo Debtor, to the extent such provision is rendered ineffective as a result of the commencement of the Chapter 11 Cases

or pursuant to the DIP Order notwithstanding such provision, and (C) proceeds and receivables thereof, the assignment of which is

expressly deemed effective under the UCC, other applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such

provisions, (vi) any property or assets for which the creation or perfection of pledges of, or security interests in such property

or assets pursuant to the Loan Documents would result in material adverse tax consequences to the Parent, the Lead Borrower or any of

their Subsidiaries, as reasonably determined by the Lead Borrower and the Required Lenders, (vii) [reserved], (viii) any funds

held in (A) the Reserve Account (as defined in the DIP Orders) or (B) the Adequate Assurance Account (as defined in the DIP

Orders) (the accounts in subclauses (A) and (B), collectively, the “Excluded Accounts”); provided that

any reversionary interests in any funds held in the Excluded Accounts shall constitute Collateral, (ix) for any Loan Party that

is not an OpCo Debtor, all assets of such Loan Party that would not constitute “Collateral” as defined in the Prepetition

OpCo Loan Documents, (x) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment

to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a

security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal

law, (xi) assets in circumstances where the cost, consequences or burden of obtaining a security interest in such assets, including,

without limitation, the cost of title insurance, surveys or flood insurance (if necessary) would outweigh the practical benefit to the

Lenders afforded thereby as reasonably determined by the Lead Borrower and the Required Lenders, (xii) any particular assets if

it would result in a significant risk to the officers of the relevant grantor of Collateral of contravention with their fiduciary duties

and/or of civil or criminal liability (unless there is customary limitation language agreed between the Lead Borrower and the Administrative

Agent) for, inter alia, (x) the Swedish Guarantors or the (y) the Finnish Guarantors, and (xiii) the Securitization Assets,

including, for the avoidance of doubt, any bank accounts pledged pursuant to a Permitted Securitization; provided, that all proceeds

and products of Excluded Assets shall not constitute Excluded Assets and shall constitute Collateral unless such proceeds are specifically

excluded as one of the foregoing items.

(13)

“Excluded Subsidiary”

means any Subsidiary where the Required Lenders and the Lead Borrower agree that the cost of obtaining a Guarantee by such Subsidiary

would be excessive in light of the practical benefit to the Lenders afforded thereby.

“Excluded Swap Obligation”

means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor

of, or the grant by such Guarantor of a security interest to secure, as applicable, such Swap Obligation (or any guarantee thereof) is

or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or

the application or official interpretation of any thereof) (a) by virtue of such Guarantor’s failure to constitute an “eligible

contract participant,” as defined in the Commodity Exchange Act and the regulations thereunder, at the time the guarantee of (or

grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation

or (b) in the case of a Swap Obligation that is subject to a clearing requirement pursuant to section 2(h) of the Commodity

Exchange Act, because such Guarantor is a “financial entity,” as defined in section 2(h)(7)(C) of the Commodity Exchange

Act, at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective

with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion

shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guarantee or security interest is

or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or

the application or official interpretation of any thereof).

(14)

“Excluded Taxes”

has the meaning set forth in Section 3.01(a).

“Existing Letters

of Credit” means any letters of credit outstanding on the Closing Date and described on Schedule 1.01B.

“Facility”

means a given Class of Term Loans, as the context may require.

“FATCA”

means Sections 1471 through 1474 of the Code, as of the date of this Credit Agreement (or any amended or successor version that is substantively

comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof,

and any agreement pursuant to the implementation of the above with the United States Internal Revenue Service, the United States government

or any governmental or taxation authority in the United States, including the Agreement between the Government of the United States of

America and the Government of the Grand Duchy of Luxembourg to Improve International Tax Compliance and with respect to The United States

information reporting provisions commonly known as the Foreign Account Tax Compliance Act, and any rules, regulations or guidance enacted

thereunder or official interpretations thereof.

“fair market value”

means (a) except as otherwise provided in clause (b) below, with respect to any asset or liability, the fair market value of

such asset or liability as determined by the Lead Borrower in good faith and (b) with respect to Securitization Assets, the current

value that would be attributed to such Securitization Assets by an independent and unaffiliated third party purchasing the Securitization

Assets in an arms-length sale transaction, as determined in good faith by the board of managers (conseil de gérance) of

the Lead Borrower.

“Federal Funds Rate”

means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members

of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business

Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall

be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, (b) if

no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded

upward, if necessary, to a whole multiple of 1/100 of 1%) charged to DBNY on such day on such transactions as determined by the Administrative

Agent and (c) if such rate per annum as otherwise determined in accordance with the provisions above is less than zero, then the

Federal Funds Rate shall be deemed to be zero.

“Final DIP Order”

means an order of the Bankruptcy Court in the Chapter 11 Cases, which order (a) shall be in form and substance, and on terms and

conditions, reasonably satisfactory to the Loan Parties, Required Lenders and, with respect to those provisions thereof that affect the

rights, obligations, liabilities and duties of the Administrative Agent, to the Administrative Agent, and (b) shall, subject to

the foregoing, authorize and approve, on a final basis, among other matters, (i) the Loan Parties’ entry into the Loan Documents,

(ii) the making of the Loans, (iii) the granting of the DIP Superpriority Claims against the OpCo Debtors and the granting

of Liens on the Collateral in accordance with the Loan Documents, (iv) the use of OpCo Cash Collateral (as defined in the Final

DIP Order), and (v) the granting of adequate protection to the Prepetition OpCo Secured Parties.

“Final Roll-Up Term

Loans” has the meaning set forth in Section 2.01(b).

“Finnish Collateral”

has the meaning set forth in Section 1.16.

“Finnish Companies

Act” has the meaning set forth in Section 11.20.

(15)

“Finnish Party”

has the meaning set forth in Section 1.16.

“FIRREA”

means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

“First Day Orders”

shall mean all material orders entered by the Bankruptcy Court pursuant to motions filed on or about the Petition Date by the Debtors.

The First Day Orders must be reasonably acceptable to the Required Lenders.

“Flood Laws”

means collectively, (i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance

Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the

Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Biggert-Waters Flood

Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“Floor”

means (i) with respect to the Term Loans, a rate of interest equal to 3.00% and (ii) with respect to the Roll-Up Loan (Rev),

a rate of interest equal to 0.00%.

“Foreign Pension

Plan” means any occupational pension plan, fund (including, without limitation, any superannuation fund) or other similar program

established, contributed to or maintained outside the United States on a voluntary basis by any Loan Party (other than a Luxembourg Loan

Party) or any Restricted Subsidiary, as a single employer or as part of a group of employers, primarily for the benefit of employees

of any Loan Party or any Restricted Subsidiary residing outside the United States, which plan, fund or other similar program provides,

retirement income, and which plan is not subject to ERISA or the Code.

“Foreign Guarantors”

means each Guarantor that is not a Domestic Loan Party.

“Foreign Loan Party”

means any Loan Party that is not a Domestic Loan Party.

“Foreign Subsidiary”

means any Subsidiary that is not a Domestic Subsidiary.

“Four Party Intercreditor

Agreement”means that certain Intercreditor Agreement, dated as of the January 17, 2025, by and among (i) Deutsche

Bank AG New York Branch, as the administrative agent and collateral agent for the lenders under the Prepetition Superpriority Revolving

Credit Agreement, (ii) Deutsche Bank AG New York Branch, as administrative agent and collateral agent for the lenders under the

Prepetition OpCo Credit Agreement, (ii) Alter Domus (US) LLC, as collateral agent under the Prepetition Super Holdco Credit Agreement,

as amended, amended and restated, modified or supplemented from time to time, and (iv) Alter Domus (US) LLC, as collateral agent

under the Prepetition Second Lien Notes Indenture, as amended, amended and restated, modified or supplemented from time to time.

“FRB”

means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure”

means, at any time there is a Defaulting Lender, with respect to the L/C Issuer, such Defaulting Lender’s Pro Rata Share or other

applicable share provided under this Agreement of the Outstanding Amount of L/C Obligations other than L/C Obligations as to which such

Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the

terms hereof.

“Fund”

means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans

and similar extensions of credit in the ordinary course.

“Funded Debt”

means all Indebtedness of the Lead Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the

date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date

more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend

credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

(16)

“GAAP”

means generally accepted accounting principles in the United States of America, as in effect from time to time; provided, however,

that if the Lead Borrower notifies the Administrative Agent that the Lead Borrower requests an amendment to any provision hereof to eliminate

the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or

if the Administrative Agent notifies the Lead Borrower that the Required Lenders 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.

“German Guarantor”

means a Guarantor incorporated under the laws of Germany as a GmbH.

“German Insolvency

Event” means (i) that an entity organized in the Federal Republic of Germany is unable to pay its debts as they fall due

within the meaning of Section 17 (“Zahlungsunfähigkeit”) of the German Insolvency Code (Insolvenzordnung),

or (ii) an entity organized in the Federal Republic of Germany is overindebted within the meaning of Section 19 (“Überschuldung”)

of the German Insolvency Code (Insolvenzordnung). In addition, “German Insolvency Event” will include, for any German

Loan Party, a petition for insolvency proceedings in respect of the assets (Antrag auf Eröffnung eines Insolvenzverfahrens)

of the respective German Loan Party is filed and has not been rejected on the grounds of inadmissibility, unless such filing is frivolous

or without any merit.

“German Loan Party”

means any Loan Party organized under German Law.

“German Security”

has the meaning set forth in Section 9.01(d).

“GmbH”

means a German limited liability company (Gesellschaft mit beschränkter Haftung).

“GmbHG”

means the German Limited Liabilities Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung).

“Governmental Authority”

means any nation or government, the European Union, any state, provincial or other political subdivision thereof, any agency, authority,

instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial,

taxing, regulatory or administrative powers or functions of or pertaining to government (and shall include the European Central Bank).

“Granting Lender”

has the meaning specified in Section 10.07(j).

“Guarantee”

means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having

the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary

obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to

purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to

purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary

obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity

capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable

the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any

other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect

such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness

or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person

(or any right, contingent or otherwise, of any holder of such Indebtedness or other monetary obligation to obtain any such Lien); provided

that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course

of business or consistent with past practice, or customary and reasonable indemnity obligations in effect on the Closing Date or entered

into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect

to Indebtedness). The amount of any Guarantee shall be deemed to be an amount 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 by the guaranteeing Person in good faith. The term “Guarantee” as

a verb has a corresponding meaning.

(17)

“Guaranteed Obligations”

has the meaning specified in Section 11.01.

“Guarantor Joinder”

means a joinder agreement substantially in the form of Exhibit H hereto.

“Guarantors”

means each Closing Date Guarantor, those Subsidiaries of Holdings that have issued a Guarantee after the Closing Date pursuant to Section 6.18

and those Subsidiaries that have issued a Guarantee of the Obligations after the Closing Date pursuant to Section 6.11.

“Guaranty”

means, collectively, the guaranty of the Obligations by the Guarantors pursuant to this Agreement.

“Hazardous Materials”

means all materials, pollutants, contaminants, chemicals, wastes or any other substances, including petroleum or petroleum distillates,

asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic mold, electromagnetic radio frequency or microwave

emissions, that are listed, classified or regulated as hazardous or toxic, or any similar term, pursuant to any Environmental Law.

“Holdco”

means Holdings and any Intermediate Holding Company.

“Holdings”

has the meaning set forth in the introductory paragraph to this Agreement.

“Hong Kong”

means Hong Kong Special Administrative Region of the People's Republic of China.

“Honor Date”

has the meaning set forth in Section 2.03(c)(i).

“Indebtedness”

means, as to any Person at a particular time, without duplication, all of the following:

(a)           all

obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements

or other similar instruments;

(b)           the

maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all outstanding letters of

credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments

issued or created by or for the account of such Person;

obligations of such Person under any Swap Contract;

(d)           all

obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in

the ordinary course of business, (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of

such Person in accordance with GAAP and is not paid within thirty (30) days after becoming due and payable and (iii) liabilities

accrued in the ordinary course);

(18)

(e)           indebtedness

(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising

under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar

financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)            all

Attributable Indebtedness;

(g)           all

obligations of such Person in respect of Disqualified Equity Interests to the extent that the foregoing would constitute indebtedness

or a liability in accordance with GAAP; and

(h)           to

the extent not otherwise included above, all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof,

the Indebtedness of any Person shall, in the case of the Lead Borrower and its Restricted Subsidiaries, exclude all intercompany Indebtedness

having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business.

The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such

date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the

aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by

such Person in good faith.

“Indemnified Liabilities”

has the meaning set forth in Section 10.05.

“Indemnified Taxes”

has the meaning set forth in Section 3.01(a).

“Indemnitees”

has the meaning set forth in Section 10.05.

“Independent Financial

Advisor” means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in

the good faith judgment of the Lead Borrower, qualified to perform the task for which it has been engaged and that is independent of

the Lead Borrower and its Affiliates.

“Information”

has the meaning set forth in Section 10.08.

“Initial Budget”

means the budget attached to the Interim DIP Order as Annex I.

“Initial New Money

Term Loans” has the meaning set forth in Section 2.01(a).

“Insolvency Regulation”

means Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) as

amended by Regulation (EU) 2021/2260 of the European Parliament and of the Council of 15 December 2021.

“Interest Payment

Date” means, (a) as to any Benchmark Rate Loan, the last day of each Interest Period applicable to such Loan, any day

on which such Loan is converted into a Base Rate Loan, any day on which payment of principal in respect of such Benchmark Rate Loan is

made (whether as optional or mandatory prepayment or as repayment) and the Maturity Date (whether by acceleration or otherwise) of the

Facility under which such Loan was made; and (b) as to any Base Rate Loan, the last Business Day of each month, any day on which

payment of principal in respect of such Base Rate Loan is made (whether as optional or mandatory prepayment or as repayment) and the

Maturity Date (whether by acceleration or otherwise) of the Facility under which such Loan was made.

(19)

“Interest Period”

means, as to each Benchmark Rate Loan, the period commencing on the date such Benchmark Rate Loan is disbursed or converted to or continued

as a Benchmark Rate Loan and ending on the date one (1) month thereafter or, to the extent agreed by each Lender of such Benchmark

Rate Loan or twelve (12) months thereafter, as selected by the Lead Borrower in its Committed Loan Notice; provided that:

(a)           any

Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless

such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business

Day;

(b)           any

Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding

day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of

such Interest Period;

Interest Period shall extend beyond the Maturity Date; and

(d)           at

the election of the Lead Borrower, the initial Interest Period for any Delayed Draw New Money Term Loan may be shorter than a month (a

“Stub Period”) so that such Interest Period ends on the last day of the then-current Interest Period applicable to the outstanding

Initial New Money Term Loans, and thereafter such Delayed Draw New Money Term Loans shall have Interest Periods that are coterminous

with the Interest Periods applicable to the Initial New Money Term Loans.

“Interim DIP Order”

means an order of the Bankruptcy Court in the Chapter 11 Cases, which order (a) shall be in form and substance, and on terms and

conditions, reasonably satisfactory to the Loan Parties, Required Lenders and, with respect to those provisions thereof that affect the

rights, obligations, liabilities and duties of the Administrative Agent, to the Administrative Agent, and (b) shall, subject to

the foregoing, authorize and approve, on an interim basis, among other matters, (i) the Loan Parties’ entry into the Loan

Documents, (ii) the making of the Loans, (iii) the granting of the DIP Superpriority Claims against the OpCo Debtors and the

granting of Liens on the Collateral in accordance with the Loan Documents, (iv) the use of Super Holdco Cash Collateral (as defined

in the Interim DIP Order), and (v) the granting of adequate protection to the Prepetition OpCo Secured Parties.

“Interim Roll-Up

Term Loans” has the meaning set forth in Section 2.01(b).

“Intermediate Holding

Company” means any wholly-owned Subsidiary of Holdings that (a) does not own assets other than issued and outstanding

Equity Interests of the Lead Borrower or a parent (other than Parent) and (b) is a Guarantor.

“Investment”

means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct or

indirect advance, loan or other extensions of credit (other than advances or extensions of credit to customers, suppliers, directors,

officers or employees of any Person in the ordinary course of business or consistent with past practice, and excluding any debt or extension

of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other

property to others or any payment for property or services for the account or use of others), or the incurrence of a Guarantee of any

obligation of, or any purchase or acquisition of Equity Interests, Indebtedness or other similar instruments issued by, such other

Persons and all other items that are or would be classified as investments on a balance sheet prepared on the basis of GAAP (but excluding,

in the case of the Lead Borrower and its Restricted Subsidiaries, intercompany loans, advances, or Indebtedness having a term not exceeding

364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business); provided, however,

that endorsements of negotiable instruments and documents in the ordinary course of business or consistent with past practice will not

be deemed to be an Investment. If the Lead Borrower or any Restricted Subsidiary issues, sells or otherwise disposes of any Equity Interests

of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary,

any Investment by the Lead Borrower or any Restricted Subsidiary in such Person remaining after giving effect thereto will be deemed

to be a new Investment at such time.

(20)

The amount of any Investment

outstanding at any time shall be the original cost of such Investment (with the fair market value of such Investment being measured at

the time such Investment is made and without giving effect to subsequent changes in value) as reduced by any dividend, distribution,

interest payment, return of capital, repayment or other amount (including in respect of dispositions) received in cash or Cash Equivalents

by a Lead Borrower or a Restricted Subsidiary in respect of such Investment; provided that the aggregate amount of such dividend,

distribution, interest payment, return of capital, repayment or other amount shall not exceed the original amount of such Investment.

“Investment Grade

Securities” means:

(a)           securities

issued or directly and fully Guaranteed or insured by the United States or Canadian government or any agency or instrumentality thereof

(other than Cash Equivalents);

(b)           debt

securities or debt instruments with a rating of “A–” or higher from S&P or “A3” or higher by Moody’s

or the equivalent of such rating by such rating organization or, if no rating of Moody’s or S&P then exists, the equivalent

of such rating by any other Nationally Recognized Statistical Ratings Organization, but excluding any debt securities or instruments

constituting loans or advances among the Lead Borrower and its Subsidiaries; and

in any fund that invests exclusively in investments of the type described in clauses (a) and (b) above, which fund may

also hold cash and Cash Equivalents pending investment or distribution.

“IP Rights”

has the meaning set forth in Section 5.15.

“Irish Guarantor”

has the meaning set forth in Section 11.13.

“Irish Mobility

Regulations” means the European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 (as amended).

“Irish Subsidiary”

means any subsidiary of the Lead Borrower incorporated under the laws of Ireland.

“Irish Transaction

Security” means the security and Liens created or expressed to be created under any Collateral Documents governed by Irish

law.

“Junior Financing”

has the meaning set forth in Section 7.13(a). For the avoidance of doubt, the Prepetition Senior Notes shall not constitute

a Junior Financing.

“Junior Financing

Documentation” means any documentation governing any Junior Financing.

“Latest Maturity

Date” means, at any date of determination and with respect to the specified Loans or Commitments (or in the absence of any

such specification, all outstanding Loans and Commitments hereunder), the latest Maturity Date applicable to any such Loans or Commitments

hereunder at such time.

(21)

“Laws”

means, collectively, all international, foreign, federal, state, regional, provincial and local statutes, treaties, rules, guidelines,

regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration

thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative

orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“L/C Advance”

means, with respect to each L/C Lender, such Lender’s funding of its reimbursement of any drawn Letter of Credit in accordance

with its Pro Rata Share.

“L/C Borrowing”

means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made

or otherwise reimbursed in accordance with Section 2.03(c).

“L/C Commitment”

shall mean the amount in U.S. Dollars set opposite each Lender’s name under the heading “L/C Commitment” in Schedule

1.01A or in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed or reduced

from time to time pursuant to the terms hereof. The aggregate amount of the L/C Commitments on the Closing Date is $34,129,086.23.

“L/C Lender”

means any Lender who has an L/C Commitment or is deemed to hold a Roll-Up Loan (Rev) pursuant to Section 2.03.

“L/C Issuer”

means DBNY.

“L/C Obligations”

means as at any date of determination, the sum of (a) the aggregate undrawn amount of all Letters of Credit denominated in Dollars

outstanding at such time, (b) the Dollar Equivalent of the aggregate undrawn amount of all Letters of Credit denominated in Alternative

Currencies outstanding at such time, and (c) the aggregate amount of all Unreimbursed Amounts, including all L/C Borrowings.

“Lead Borrower”

has the meaning provided in the introductory paragraph hereof.

“Letters of Credit”

means any letter of credit issued hereunder, including the Existing Letters of Credit, and any extensions, renewals or replacements thereof.

“Lender”

has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes an L/C Issuer, and their

respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.”

“Lending Office”

means, as to any Lender, such office or offices as such Lender may from time to time notify the Lead Borrower and the Administrative

Agent.

“Lien”

means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference,

priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other

title retention agreement, any easement, right of way or other encumbrance on title to Real Property, and any Capitalized Lease having

substantially the same economic effect as any of the foregoing).

“Liquidity”

means, as of any date of determination, the aggregate amount of unrestricted cash and Cash Equivalents of the Loan Parties.

“Liquidity Report

Deadline” has the meaning set forth in Section 6.20.

“Loan”

means an extension of credit by a Lender to the Borrowers under Article II in the form of a Term Loan.

(22)

“Loan Documents”

means, collectively, (a) this Agreement, (b) the Notes, (c) the Collateral Documents, (d) the Agent Fee Letter, (e) any

other document or instrument designated by the Lead Borrower and the Administrative Agent as a “Loan Document” and (f) any

other amendment or joinder to this Agreement.

“Loan Parties”

means, collectively, each Borrower and each Guarantor.

“LuxCo Finance”

means Trinseo LuxCo Finance SPV S.à r.l., a private limited liability company (société à responsabilité

limitée), organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 130,

Boulevard de la Pétrusse, L-2330 Luxembourg, Grand Duchy of Luxembourg, registered with the RCS under number B279526

“Luxembourg”

means the Grand Duchy of Luxembourg.

“Luxembourg Guarantor”

means a Guarantor incorporated in Luxembourg or having its centre of main interests (as this term is used in Article 3(1) of

the Insolvency Regulation) in Luxembourg; provided that for purposes of Section 11.12, it shall mean any Guarantor

incorporated in Luxembourg that is a Subsidiary of the Lead Borrower.

“Luxembourg Insolvency

Event” means, in relation to any entity incorporated and located in Luxembourg or any of its assets, any corporate action,

legal proceedings or other procedure or step in relation to bankruptcy (faillite), insolvency, liquidation, administrative dissolution

without liquidation (dissolution administrative sans liquidation), moratorium or reprieve from payment (sursis de paiement),

fraudulent conveyance (actio pauliana), general settlement with creditors, out-of-court mutual agreement (réorganisation

extra-judiciaire par accord amiable), judicial reorganisation (réorganisation judiciaire), judicial reorganisation

in the form of a stay to enter into a mutual agreement (réorganisation par sursis accord amiable), judicial reorganisation

by collective agreement (réorganisation judiciaire par accord collectif), judicial reorganisation by transfer of assets

or activities (réorganisation judiciaire par transfert sous autorité de justice), conciliation (conciliation)

or protective measures (mesures en vue de préserver les entreprises), reorganization or similar laws affecting the rights

of creditors generally.

“Luxembourg Insolvency

“Luxembourg Loan

Party” means a Loan Party incorporated in Luxembourg or having its centre of main interests (as this term is used in Article 3(1) of

the Insolvency Regulation) in Luxembourg.

“Management Advances”

means loans or advances made to, or Guarantees with respect to loans or advances made to, directors, officers, employees or consultants

of any Holdco, the Borrowers or any Restricted Subsidiary:

(a)           (a) in

respect of travel, entertainment or moving-related expenses or other similar expenses or payroll advances incurred in the ordinary course

of business or consistent with past practice or (b) for purposes of funding any such person’s purchase of Equity Interests

(or similar obligations) of the Holdcos (or any Parent) or any Restricted Subsidiary of the Lead Borrower;

(b)           in

respect of moving-related expenses incurred in connection with any closing or consolidation of any facility or office; or

exceeding $1,000,000 in the aggregate outstanding at any time.

“Management Stockholders”

means the members of management of any Holdco (or any Parent), the Lead Borrower or any Restricted Subsidiary who are investors in Holdings

or any Parent.

(23)

“Margin Stock”

shall have the meaning assigned to such term in Regulation U of the FRB.

“Master Agreement”

has the meaning specified in the definition of “Swap Contract.”

“Material Adverse

Effect” means a (a) material adverse effect on the business, operations, assets, liabilities (actual or contingent) or

financial condition of the Lead Borrower and its Restricted Subsidiaries, taken as a whole; (b) material adverse effect on the ability

of the Loan Parties (taken as a whole) to fully and timely perform any of their payment obligations under any Loan Document to which

the Lead Borrower or any of the Loan Parties is a party; or (c) material adverse effect on the rights and remedies available to

the Lenders or the Collateral Agent under any Loan Document or on the ability of the Loan Parties, taken as a whole, to perform their

payment obligations to the Lenders, in each case, under the Loan Documents, in each case, other than the commencement of the Chapter

11 Cases, the events that lead to the commencement of the Chapter 11 Cases, events that customarily and reasonably result from the commencement

of the Chapter 11 Cases and the consummation of the transactions contemplated by the First Day Orders and the Restructuring Support Agreement.

“Maturity Date”

means the earliest to occur of (a) May 28, 2027, (b) 11:59 p.m. New York City Time on the date that is four (4) calendar

days after the Petition Date if the Interim DIP Order, in form and substance acceptable in all respects to the Required Lenders, has

not been entered by the Bankruptcy Court prior to such date and time, (c) 11:59 p.m. New York City Time on the date that is

thirty-five (35) calendar days after the Petition Date (or if such thirty-fifth day is not a Business Day, the first succeeding Business

Day thereafter), if the Final DIP Order, in form and substance acceptable in all respects to the Required Lenders, has not been entered

by the Bankruptcy Court prior to such date and time, (d) Chapter 11 Plan Effective Date, (e) dismissal of any of the Chapter

11 Cases or conversion of any of the Chapter 11 Cases into a case under Chapter 7 of the Bankruptcy Code without the prior written consent

of the Required Lenders, (f) the acceleration of the outstanding Term Loans and the termination of the commitments of each Lender

to make Term Loans under the this Agreement, in each case, pursuant to Section 8.02, and (g) the closing of a sale of all or

substantially all assets or equity of the Loan Parties (other than to another Loan Party).

“Maximum Rate”

has the meaning specified in Section 10.10.

“Maximum Securitization

Facility Size” means, at any time, with respect to a Permitted Securitization, the aggregate amount of the revolving commitments

(or equivalent commitments) that the lenders or purchasers under such Permitted Securitization are committed to fund (whether or not

any conditions to funding have been satisfied) for the maximum possible amount of funding committed to be provided under such Permitted

Securitization by such lenders or purchasers.

“MNPI”

means, with respect to any Person, information and documentation that is (a) (x) not publicly available if such Person and

its Subsidiaries are public reporting companies or (y) of a type that would not be publicly available (and could not be derived

from publicly available information) if such Person and its Subsidiaries were public reporting companies and (b) material with respect

to such Person, its Subsidiaries or the respective securities of such Person and its Subsidiaries for purposes of United States Federal

and state securities laws, in each case, assuming such laws were applicable to such Person and its Subsidiaries.

“Milestones”

has the meaning set forth in Schedule 1.01B.

“Moody’s”

means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan”

means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, to which any Loan Party, any Restricted

Subsidiary or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has

made or been obligated to make contributions.

(24)

“Nationally Recognized

Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning of Rule 436

under the Securities Act.

“Net Assets”

means net assets of the relevant German Guarantor calculated (on the date on which the relevant German Guarantor becomes a party to this

Agreement) in accordance with the principle of orderly bookkeeping (Grundsätze ordnungsmäßiger Buchführung)

applying the same accounting principles (Bilanzierungsgrundsätze) which have been consistently applied by the relevant German

Guarantor in preparing its unconsolidated balance sheets (Jahresabschluss) (Section 42 GmbHG, Sections 242, 264 German Commercial

Code (Handelsgesetzbuch)) in the previous years, save that the following balance sheet items shall be adjusted as follows: (i) as

far as the registered share capital was not paid in full, the amount not paid in shall be deducted from the amount of the registered

share capital of that German Guarantor; (ii) loans provided to the relevant German Guarantor by a member of the Group shall be disregarded,

if and to the extent that such loans were subordinated pursuant to Section 39 paragraph 1 Nr. 5 or Section 39 paragraph 2 of

the German Insolvency Code (Insolvenzordnung) (or would be subordinated in case of insolvency) and (iii) financial liabilities

incurred by that German Guarantor in breach of the Loan Documents shall not be taken into account as liabilities.

“Net Proceeds”

means:

(a)           100%

of the cash proceeds actually received by the Lead Borrower or any of its Restricted Subsidiaries (including any cash payments received

by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise

and including casualty insurance settlements and condemnation awards, but in each case only as and when received) from any Disposition

or Casualty Event, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance

premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, required debt payments and required

payments of other obligations (including without limitation principal amount, premium or penalty, if any, interest and other amounts)

(other than pursuant to the Loan Documents), other customary expenses and brokerage, consultant and other customary fees actually incurred

in connection therewith, (ii) in the case of any Disposition or Casualty Event by a non-wholly owned Restricted Subsidiary, the

pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (ii)) attributable to minority interests

and not available for distribution to or for the account of the Lead Borrower or a wholly owned Restricted Subsidiary as a result thereof,

(iii) taxes paid or reasonably estimated to be payable as a result thereof, and (iv) the amount of any reasonable reserve established

in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (i) above)

(x) related to any of the applicable assets and (y) retained by the Lead Borrower or any of its Restricted Subsidiaries including,

without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against

any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment

in respect of any such liability) shall be deemed to be Net Proceeds of such Disposition or Casualty Event occurring on the date of such

reduction);

(b)           100%

of the cash proceeds actually received from the incurrence, issuance or sale by the Lead Borrower or any of the Restricted Subsidiaries

of any Indebtedness, net of all taxes paid or reasonably estimated to be payable as a result thereof and fees (including investment banking

fees and discounts and attorneys fees), commissions, costs and other expenses, in each case incurred in connection with such issuance

or sale; and

of the cash proceeds actually received from the issuance or sale of Equity Interests in Holdings or the Lead Borrower, net of all taxes

paid or reasonably estimated to be payable as a result thereof and fees (including investment banking fees and discounts attorneys fees),

commissions, costs and other expenses, in each case incurred in connection with such issuance or sale.

(25)

For purposes of calculating

the amount of Net Proceeds, fees, commissions and other costs and expenses payable to the Lead Borrower shall be disregarded.

“New Money Commitments”

shall mean the amount in U.S. Dollars set opposite each Lender’s name under the heading “New Money Commitment” in Schedule

1.01A or in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed or reduced

from time to time pursuant to the terms hereof. The aggregate amount of the New Money Commitments on the Closing Date is $90,000,000.

“New Money Term

Loans” shall have the meaning specified in Section 2.01(a) and shall include, for the avoidance of doubt, the Initial

New Money Term Loans and the Delayed Draw New Money Term Loans.

“Non-Consenting

Lender” has the meaning set forth in Section 3.07(d).

“Non-Defaulting

Lender” means, at any time, a Lender that is not a Defaulting Lender.

“Non-Loan Party”

means any Restricted Subsidiary that is not a Loan Party.

“Note”

means a Term Note.

“Obligated Party”

has the meaning set forth in Section 1.03(c).

“Obligations”

means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Restricted Subsidiaries arising

under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired

by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that

accrue after the commencement by or against any Loan Party or Restricted Subsidiary of any proceeding under any Debtor Relief Laws naming

such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without

limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Restricted Subsidiaries

to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay

principal, interest, Letter of Credit fees, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other

amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount in respect

of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party.

“Officer’s

Certificate” means, with respect to any Person, a certificate signed by one Responsible Officer of such Person. Unless otherwise

provided, “Officer’s Certificate” means an Officer’s Certificate of the Lead Borrower.

“OID”

means original issue discount.

“OpCo 2028 Term

Lenders Ad Hoc Group” means that certain ad hoc group of Prepetition Super HoldCo Lenders represented by Gibson, Dunn &

Crutcher LLP, (b) Lazard Freres & Co.

“OpCo 2028 Term

Lenders Ad Hoc Group’s Advisors” means, collectively, (i) Gibson, Dunn & Crutcher LLP, as counsel to the

OpCo 2028 Term Lenders Ad Hoc Group, (ii) Lazard Freres & Co., as financial advisor to OpCo 2028 Term Lenders Ad Hoc Group

and (iii) subject to prior written consent of the Lead Borrower (such consent not to be unreasonably withheld, conditioned or delayed),

such other attorneys, financial advisors or professionals retained by or on behalf of the OpCo 2028 Term Lenders Ad Hoc Group).

(26)

“OpCo Debtors”

means means each of Parent, Holdings, the Lead Borrower and the Co-Borrower and any other entity, as set forth under the heading “OpCo

Debtors” on Schedule 1.01D.

“Organization Documents”

means, (a) with respect to any corporation, the certificate or articles of incorporation, the articles of association, the bylaws

and the unanimous shareholder agreements or declarations (or equivalent or comparable constitutive 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 the

operating or limited liability company agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction) or

articles of association; (c) with respect to any partnership, joint venture, trust or other form of business entity, the articles

of association, the partnership, joint venture or other applicable agreement of formation or organization and 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; and (d) in respect of any German Loan Party, its (i) articles of association (Satzung), (ii) commercial

Swedish Guarantor, its (i) articles of association (Sw. bolagsordning) and (ii) certificate of registration (Sw. registreringsbevis).

“Other Connection

Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient

and the jurisdiction imposing such Tax (other than connections arising from such Recipient 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 any Loan Document).

“Other Taxes”

has the meaning specified in Section 3.01(a).

“Outstanding Amount”

means (a) with respect to the Term Loans, on any date, the aggregate outstanding Dollar Amount thereof after giving effect to any

borrowings and prepayments or repayments of Term Loans (including any refinancing of outstanding unpaid drawings under Letters of Credit

or L/C Credit Extensions as a deemed Roll-Up Loan (Rev) pursuant to Section 2.03); and (b) with respect to any L/C Obligations

on any date, the outstanding Dollar Amount thereof on such date after giving effect to any L/C Credit Extension occurring on such date

and any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters

of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a deemed Roll-Up

Loan (Rev) pursuant to Section 2.03) or any reductions in the maximum amount available for drawing under Letters of Credit

taking effect on such date.

“Overnight Rate”

means, for any day, (a) with respect to any amount denominated in Dollars, the greater of the Federal Funds Rate and an overnight

rate determined by the Administrative Agent, an L/C Issuer, as applicable, in accordance with banking industry rules on interbank

compensation, (b) with respect to any amount denominated in any Alternative Currency, the rate of interest per annum at which overnight

deposits in such Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined,

would be offered for such day by a branch or Affiliate of the Administrative Agent or the L/C Issuer, as applicable, in the applicable

offshore interbank market for such Alternative Currency to major banks in such interbank market.

“Parallel Debt”

has the meaning specified in Section 9.15(b).

(27)

“Parent”

means Trinseo Public Limited Company, a public limited company incorporated in Ireland with registered number 56269, and any holding

company Subsidiary thereof which owns, directly or indirectly, 100% of the outstanding Equity Interests of the Lead Borrower.

“Participant”

has the meaning specified in Section 10.07(e).

“Participant Register”

has the meaning specified in Section 10.07(e).

“Participating Member

State” means each state so described in any EMU Legislation.

“PBGC”

means the Pension Benefit Guaranty Corporation.

“Pension Plan”

means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer

Plan or Foreign Pension Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party, any Restricted Subsidiary

or any ERISA Affiliate, and such plan for the five-year period immediately following the latest date on which any Loan Party or Subsidiary

maintained, contributed to or had an obligation to contribute to such plan.

“Periodic Term SOFR

Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Permanent Representative”

means the permanent representative of the general partner of Trinseo Materials.

“Permitted Investment”

means (in each case, by the Lead Borrower or any of its Restricted Subsidiaries):

(a)            Investments

in (i) a Restricted Subsidiary (including the Equity Interests of a Restricted Subsidiary) or the Lead Borrower or (ii) a Person

(including the Equity Interests of any such Person) that will, upon the making of such Investment, become a Restricted Subsidiary; provided

that any Investment pursuant to this clause (a) made by Loan Parties in Persons that are not, or will not contemporaneously

with such Investment become, Loan Parties shall not exceed (when added to the aggregate amount of Investments made by any Loan Parties

in Persons that do not merge, consolidate or otherwise combine with or into, or transfer or convey substantially all of their assets,

to Loan Parties pursuant to clause (b)(ii) below) an aggregate amount outstanding at any time equal to the greater of $5,000,000;

(b)            [reserved];

in cash, Cash Equivalents or Investment Grade Securities;

(d)            Investments

in receivables owing to the Lead Borrower or any Restricted Subsidiary created or acquired in the ordinary course of business;

(e)            Investments

(i) in payroll, travel, entertainment expenses, moving expenses and similar advances to cover matters that are expected at the time

of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business or

(ii) to fund such Person’s purchase of Equity Interests of Lead Borrower or any of its Parents;

(f)            Management

Advances;

(g)            Investments

received in settlement of debts created in the ordinary course of business and owing to the Lead Borrower or any Restricted Subsidiary

or in exchange for any other Investment or accounts receivable held by Lead Borrower or any such Restricted Subsidiary, or as a result

of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments or pursuant to any plan of reorganization or similar

arrangement including upon the bankruptcy or insolvency of a debtor or otherwise with respect to any secured Investment or other transfer

of title with respect to any secured Investment in default;

(28)

(h)            Investments

made as a result of the receipt of non-cash consideration from a sale or other disposition of property or assets, including a Disposition;

(i)

Investments existing or pursuant to agreements or arrangements in effect on the Closing Date or made pursuant to binding

commitments in effect on the Issue Date, in each case, as set forth on Schedule 1.01E, and any modification, replacement, renewal

or extension thereof; provided that the amount of any such Investment or binding commitment may not be increased except

(a) as required by the terms of such Investment or binding commitment as in existence on the Closing Date or (b) as otherwise

permitted under this Agreement;

(j)            [reserved];

(k)            pledges

or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or Liens permitted under

Section 7.01;

(l)            any

Investment to the extent made using Equity Interests of the Lead Borrower (other than Disqualified Equity Interests);

(m)            any

Investment arising out of, or in connection with, Cash Management Practices;

(n)            Investments

consisting of purchases and acquisitions of assets, services, inventory, supplies, materials and equipment or licenses or leases of intellectual

property, in any case, in the ordinary course of business and in accordance with this Agreement;

(o)            (i) Guarantees

not prohibited under Section 7.03 and (other than with respect to Indebtedness) guarantees, keepwells and similar arrangements

in the ordinary course of business, and (ii) performance guarantees with respect to obligations incurred by the Lead Borrower or

any of its Restricted Subsidiaries that are permitted by this Agreement;

(p)            Investments

consisting of earnest money deposits required in connection with a purchase agreement, or letter of intent, or other acquisitions to

the extent not otherwise prohibited by this Agreement;

(q)            Investments

of a Restricted Subsidiary acquired after the Closing Date or of an entity merged into the Lead Borrower or merged into or consolidated

with a Restricted Subsidiary after the Closing Date 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

consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons;

(s)            contributions

to a “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors in the case of a bankruptcy

of the Borrowers;

(t)            Investments

in joint ventures and Unrestricted Subsidiaries existing as of the Closing Date;

(u)            additional

Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (u) that

are at that time outstanding, not to exceed $1,000,000; provided that if such Investment is in Equity Interests of a Person that

subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (a) or (b) above

and shall not be included as having been made pursuant to this clause (u);

(29)

(v)            any

Investment by the Borrowers or a Subsidiary of the Borrowers in (x) a Securitization Subsidiary or (y) any other Person in

connection with a Permitted Securitization, including Investments of funds held in accounts permitted or required by the arrangement

governing such Permitted Securitization or any related Indebtedness; provided that such Investment is in the form of a purchase

money obligation, contribution of additional Securitization Assets or equity interests;

(w)            advances,

loans or extensions of trade credit in the ordinary course of business by the Lead Borrower or any of its Restricted Subsidiaries and

Investments consisting of extensions of credit in the nature of accounts receivable or notes arising from the grant of trade credit in

the ordinary course of business;

(x)            Investments

in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Article 4

customary trade arrangements with customers consistent with industry practice;

(y)            any

Investment in securities or other assets not constituting Cash Equivalents and received in connection with a Disposition made under Section 7.05

or any other disposition of assets not constituting a Disposition;

(z)            Investments

in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar

deposits entered into as a result of the operations of the business in the ordinary course of business;

(aa)

Investments made in the ordinary course of business in connection with obtaining, maintaining

or renewing client contracts and loans or advances made to distributors in the ordinary course of business;

(bb)          Investments

in Aristech and Altuglas to fund or support ordinary course business operations;

(cc)          to

the extent constituting an Investment, Guarantees of the “Obligations” under and as defined in the Prepetition Superpriority

Credit Agreement;

(dd)          to

the extent constituting an Investment, the Guarantee of Prepetition Super HoldCo Secured Obligations by the Prepetition Super HoldCo

Foreign Guarantors;

(ee)          [reserved];

and

(ff)           to

the extent constituting an Investment, the parent guaranty provided by the Lead Borrower pursuant to any Permitted Securitization.

For purposes of determining

whether an Investment is a Permitted Investment or is otherwise a Restricted Investment permitted to be made pursuant to Section 7.06,

in the event that an Investment (or any portion thereof) at any time, whether at the time of making of such Investment or upon or subsequently,

meets the criteria of more than one of the categories of Permitted Investments described in clauses (a) through (aa) above or any

other provision of Section 7.06, the Lead Borrower, in its sole discretion, will classify and may subsequently reclassify

such Investment (or any portion thereof) in any one or more of the types of Investments described in clauses (a) through (aa) above

or any other applicable clause in Section 7.06 and will only be required to include the amount and type of such Investment

in such of the above clauses or clauses in Section 7.06 as determined by the Lead Borrower at such time.

(30)

“Permitted Refinancing”

means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement or extension of any Indebtedness of

such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal

amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, replaced or extended except

by an amount equal to unpaid accrued interest and premium thereon plus other amounts owing or paid related to such Indebtedness,

plus fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal, replacement

or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted

Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), such modification, refinancing, refunding,

renewal, replacement or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average

Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded,

renewed, replaced or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant

to Section 7.03(e), at the time thereof, no Event of Default shall have occurred and be continuing, (d) if such Indebtedness

being modified, refinanced, refunded, renewed, replaced or extended is Junior Financing, to the extent such Indebtedness being modified,

refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the Obligations, such modification, refinancing,

refunding, renewal, replacement or extension is subordinated in right of payment to the Obligations on terms at least as favorable to

the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced

or extended, (e) to the extent such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is secured

by the Collateral and/or subject to intercreditor arrangements for the benefits of the Lenders, such modification, refinancing, refunding,

renewal, replacement or extension is either (1) unsecured or (2) secured and, if secured, subject to intercreditor arrangements

on terms at least as favorable (including with respect to priority) to the Lenders as those contained in the documentation governing

the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended, and such modification refinancing, refunding, renewal,

replacement or extension is incurred only by one or more Persons who is an obligor of the Indebtedness being modified, refinanced, refunded,

renewed, replaced or extended, (f) any such modification, refinancing, renewal, replacement, or extension has the same primary obligor

and the same (or fewer) guarantors as the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended and (g) if

such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is unsecured, such modification, refinancing, refunding,

renewal, replacement or extension is unsecured. Any reference to a Permitted Refinancing in this Agreement or any other Loan Document

shall be interpreted to mean (a) a Permitted Refinancing of the subject Indebtedness and (b) any further refinancings constituting

a Permitted Refinancing of the Indebtedness resulting from a prior Permitted Refinancing.

“Permitted Securitization”

means a Securitization that complies with the following criteria: (i) the originator with respect to such Securitization shall be

organized under the laws of Switzerland, Germany, France, The Netherlands, Sweden, Finland, Spain, the United Kingdom, Italy, Ireland

or the United States, (ii) the Securitization, including the sale of the Securitization Assets and the incurrence of Indebtedness

in connection therewith is effected on market terms, taking into account the applicable Securitization market for assets similar to the

respective Securitization Assets and the structure implemented for such Securitization (as determined in good faith by the Lead Borrower),

(iii) the sum of the Maximum Securitization Facility Sizes for all Securitizations shall not at any time exceed $260,000,000, (iv) the

Securitization Seller’s Retained Interest and all proceeds thereof shall constitute Collateral hereunder and all necessary steps

to perfect a security interest in such Securitization Seller’s Retained Interest in favor of the Collateral Agent are taken by

the Lead Borrower or Restricted Subsidiary and (v) such Securitization shall not be secured by, and no Securitization Subsidiary

shall hold, any Adverse Claim on any assets other than the applicable Securitization Assets and the proceeds thereof.

“Permitted Variance”

means 17.5%.

(31)

“Person”

means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental

Authority or other entity.

“Plan”

means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by any Loan Party

or Subsidiary or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate,

and such plan for the five-year period immediately following the latest date on which any Loan Party, any Subsidiary or an ERISA Affiliate

maintained, contributed to or had an obligation to or have had an obligation to contribute to, or otherwise to have liability with respect

to such plan.

“Preferred Stock”

means, as applied to the Equity Interests of any Person, Equity Interests of any class or classes (however designated) which is preferred

as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such

Person, over Equity Interests of any other class of such Person.

“Prepetition Credit

Facility Obligations” means the Prepetition OpCo Secured Obligations, Prepetition Super HoldCo Secured Obligations and the

Prepetition Superpriority Secured Obligations.

“Prepetition Indebtedness”

means all Prepetition Credit Facility Obligations.

“Prepetition Loan

Documents” means the “Loan Documents” as defined in each of the Prepetition OpCo Credit Agreement and the Prepetition

Superpriority Credit Agreement.

“Prepetition OpCo

Credit Agreement” means that certain Credit Agreement, dated as of September 6, 2017 (and as amended, supplemented and/or

otherwise modified from time to time in accordance with the terms thereof), among the Holdings, the Borrowers, Deutsche Bank AG New York

Branch, as Administrative Agent and Collateral Agent, the guarantors from time to time party thereto and the lenders and other agents

from time to time party thereto.

“Prepetition OpCo

Credit Agreement Secured Obligations” means the “Obligations” or any other similar term under and as defined in

the Prepetition OpCo Credit Agreement.

“Prepetition OpCo

Credit Agreement Secured Parties” means the “Secured Parties” or any other similar term under and as defined in

the Prepetition OpCo Credit Agreement.

“Prepetition OpCo

Loan Documents” means the “Loan Documents” as defined in each of the Prepetition OpCo Credit Agreement.

“Prepetition OpCo

Term Loans” means the “Term Loans” or any other similar term under and as defined in the Prepetition OpCo Credit

Agreement.

“Prepetition Second

Lien Collateral Documents” has the meaning given to the term “Collateral Documents” in the Prepetition Second Lien

Notes Indenture.

“Prepetition Second

Lien Collateral Trustee” means Alter Domus (US) LLC, as collateral trustee under the Prepetition Second Lien Notes Indenture.

“Prepetition Second

Lien Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of January 17, 2025, by and among the

Alter Domus (US) LLC as collateral agent under the Prepetition Super Holdco Credit Agreement and the Prepetition Second Lien Trustee,

as may be amended, restated, amended and restated, supplemented or otherwise modified in accordance with the terms thereof.

“Prepetition Second

Lien Notes” means secured notes due May 3, 2029, issued pursuant to the Prepetition Second Lien Notes Indenture in the

aggregate original principal amount of $379,494,400.

(32)

“Prepetition Second

Lien Notes Documents” means the Prepetition Second Lien Notes Indenture and all other Note Documents (as defined therein),

each as may be amended, modified, supplemented, replaced or refinanced to the extent not prohibited by this Agreement.

“Prepetition Second

Lien Notes Indenture” means the Indenture, dated as of the January 17, 2025, by and among the Lead Borrower, the guarantors

party thereto and the Prepetition Second Lien Trustee, in respect of the Prepetition Second Lien Notes, as may be amended, modified,

supplemented, replaced or refinanced to the extent not prohibited by this Agreement and the Prepetition Second Lien Intercreditor Agreement.

“Prepetition Second

Lien Notes Obligations” means the “Obligations” or any other similar term under and as defined in the Prepetition

Second Lien Notes Indenture.

“Prepetition Second

Lien Notes Secured Parties” means the “Holders” or any other similar term under and as defined in the Prepetition

Second Lien Notes Indenture, the Prepetition Second Lien Collateral Trustee and the Prepetition Collateral Trustee.

“Prepetition Second

Lien Trustee” means The Bank of New York Mellon, as trustee under the Prepetition Second Lien Notes Indenture.

“Prepetition OpCo

Secured Obligations” means, collectively, Prepetition OpCo Credit Agreement the Obligations and Prepetition Superpriority Obligations.

“Prepetition OpCo

Secured Parties” means, collectively, Prepetition OpCo Credit Agreement the Secured Parties and Prepetition Superpriority Secured

Parties.

“Prepetition Senior

Notes” means the Prepetition Second Lien Notes.

“Prepetition SHC

Obligations” means the Prepetition Second Lien Notes Obligations and the Prepetition Super HoldCo Secured Obligations.

“Prepetition SHC

Secured Parties” means, collectively, the Prepetition Second Lien Notes Secured Parties and the Prepetition Super HoldCo Secured

Parties.

“Prepetition SHC

Loan Documents” means the “Loan Documents” or “Notes Documents” or any similar term as defined in each

of the Prepetition Second Lien Notes Indenture and the Prepetition Super HoldCo Credit Agreement.

“Prepetition Super

Holdco Credit Agreement” means that certain credit agreement, dated as of September 8, 2023, by and among Parent, the

Borrowers, Alter Domus (US) LLC, as Administrative Agent and Collateral Agent, the guarantors from time to time party thereto and the

lenders and other agents from time to time party thereto.

“Prepetition Super

HoldCo Secured Obligations” means the “Obligations” or any other similar term under and as defined in the Prepetition

Super HoldCo Credit Agreement.

“Prepetition Super

HoldCo Secured Parties” means the “Secured Parties” under and as defined in the Prepetition Super Holdco Credit

Agreement.

“Prepetition Super

HoldCo Lenders” means the “Lenders” under and as defined in the Prepetition Super Holdco Credit Agreement.

“Prepetition Super

HoldCo Loan Documents” means “Loan Documents” as defined in the Prepetition Super HoldCo Credit Agreement

(33)

“Prepetition Super

HoldCo Term Loans” means the “Term Loans” or any other similar term under and as defined in the Prepetition Super

HoldCo Credit Agreement.

“Prepetition Super-Priority

Revolving Credit Agreement” means that certain credit agreement, dated as of January 17, 2025, by and among Holdings,

the Borrowers, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, the guarantors from time to time party

thereto and the lenders and other agents from time to time party thereto.

“Prepetition Superpriority

Revolving Loans” means the “Revolving Credit Loans” or any other similar term under and as defined in the Prepetition

Superpriority Credit Agreement.

“Prepetition Superpriority

Secured Obligations” means the “Obligations” or any other similar term under and as defined in the Prepetition

Superpriority Credit Agreement.

“Prepetition Superpriority

Secured Parties” means the “Secured Parties” or any other similar term under and as defined in the Prepetition

Superpriority Credit Agreement.

“Prior Liens”

means any valid Liens that are (1) in existence on the Petition Date, (2) are either perfected as of the Petition Date or perfected

subsequent to the Petition Date under Section 546(b) of the Bankruptcy Code, and (3) senior in priority to the Liens securing

the Prepetition Superpriority Revolving Loans and the Liens securing the Prepetition Superpriority Obligations, as applicable.

“Professional Fee

Variance” has the meaning set forth in Section 6.22(iii).

“Professional Fee

Variance Report” has the meaning set forth in Section 6.22(iii).

“Pro Forma Balance

Sheet” has the meaning set forth in Section 5.05(b).

“Pro Forma Balance

Sheet Date” has the meaning set forth in Section 5.05(b).

“Pro Forma Basis”

and “Pro Forma Effect” means, with respect to compliance with any test or covenant or calculation of any ratio hereunder,

the determination or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance

with Section 1.10.

“Pro Forma Financial

Statements” has the meaning set forth in Section 5.05(b).

“Pro Rata Share”

means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator

of which is the amount of the Commitments of such Lender under the applicable Facility or Facilities at such time and the denominator

of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities at such time; provided that if

such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such

Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Projections”

has the meaning set forth in Section 6.01(c).

“Public Company

Costs” means costs relating to compliance with the provisions of the Securities Act and the Exchange Act, in each case as applicable

to companies with equity or debt securities held by the public, the rules of national securities exchange companies with listed

equity or debt securities, directors’ compensation, fees and expense reimbursement, costs relating to investor relations, shareholder

meetings and reports to shareholders or debtholders, directors’ and officers’ insurance, listing fees and all executive,

legal and professional fees related to the foregoing.

“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.

(34)

“Qualified ECP Guarantor”

means in respect of any Swap Obligation, each Loan Party that, at the time the relevant guarantee (or grant of the relevant security

interest, as applicable) becomes or would become effective with respect to such Swap Obligation, has total assets exceeding $10,000,000

or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations

promulgated thereunder and which may cause another person to qualify as an “eligible contract participant” with respect to

such Swap Obligation at such time by entering into a keepwell pursuant to section 1a(18)(A)(v)(II) of the Commodity Exchange

Act (or any successor provision thereto).

“Qualified Equity

Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualified IPO”

means the issuance by Holdings or any Parent of its common Equity Interests in an underwritten primary public offering (other than a

public offering pursuant to a registration statement on Form S-8) pursuant to a registration statement that has been declared effective

by the SEC or approved by any other applicable Governmental Authority in Luxembourg or the United Kingdom.

“Qualified Jurisdiction”

means each of the United States, any state or territory thereof, the District of Columbia, Finland, Germany, Ireland, Sweden, Switzerland,

Hong Kong, Luxembourg, Singapore, The Netherlands and any other jurisdiction as may be mutually agreed to in writing from time to time

by the Lead Borrower and the Superpriority Administrative Agent.

“Quarterly Financial

Statements” means unaudited consolidated balance sheets and related consolidated statements of comprehensive income and cash

flows of Parent for the most recent fiscal quarters (other than the fourth fiscal quarter) after the date of the applicable Annual Financial

Statements and ended at least forty-five (45) days prior to the Closing Date.

“Real Property”

means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of

or interests in real property owned or leased by any Person, whether by lease, license or other means, together with, in each case, all

easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles

and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Receipts Variance”

has the meaning set forth in Section 6.22(ii).

“Recipient”

means any Lender or Agent.

“Register”

has the meaning set forth in Section 10.07(d).

“Regulatory Authority”

has the meaning specified in Section 10.08.

“Release”

means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing,

depositing, dispersing or migrating in, into, onto or through the Environment or from or through any facility, property or equipment.

“Reportable Event”

means any reportable event, as defined in Section 4043 of ERISA, with respect to a Pension Plan, other than events for which the

notice period is waived under applicable regulations as in effect on the date hereof.

“Request for Credit

Extension” means with respect to a Borrowing, continuation or conversion of Term Loans a Committed Loan Notice.

“Required Class Lenders”

means, as of any date of determination, Lenders of a Class having more than 50% of the sum of the (a) Total Outstandings for

all Lenders of such Class and (b) aggregate unused Commitments of all Lenders of such Class; provided that the unused

Commitment and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender of such Class shall be excluded

for purposes of making a determination of Required Class Lenders.

(35)

“Required Lenders”

shall mean, as of any date of determination, Lenders having (a) Term Loans outstanding and (b) New Money Commitments, that

taken together, represent more than 50% of the sum of the (x) Total Outstandings and (x) Aggregate Commitments at such time.

The Term Loans and New Money Commitments of any Defaulting Lender shall be disregarded in determining Required Lenders at any time. Any

Roll-Up Term Loans of any Lender who has not signed the Credit Agreement as of any date of determination of Required Lenders shall be

disregarded in the determination of Required Lenders; provided, that Required Lenders shall include each Designated Lender for

so long as such Designated Lender (together with its managed funds and accounts) holds at least 75% of the New Money Commitments and

New Money Term Loans, measured on a collective basis, that were held by such Designated Lender (together with its managed funds and accounts)

as of the Closing Date (calculated without giving effect to any prepayment of the New Money Term Loans).

“Resolution Authority”

has the meaning set forth in Section 11.19.

“Responsible Officer”

means the chief executive officer, chief restructuring officer, president, vice president, chief financial officer, treasurer or assistant

treasurer or other similar officer or a manager (gérant) or a director (adminstrateur) of a Loan Party and, as to

any document delivered on the Closing Date, any secretary, authorized signatory or assistant secretary of such Loan Party. Any document

delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by

all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively

presumed to have acted on behalf of such Loan Party.

“Restricted Cash”

means cash and Cash Equivalents held by Restricted Subsidiaries that is contractually restricted from being distributed to the Lead Borrower.

“Restricted Investment”

means an Investment other than a Permitted Investment.

“Restricted Obligations”

has the meaning set forth in Section 11.09(a).

“Restricted Payment”

means (i) any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest

of the Lead 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, defeasance, acquisition, cancellation or termination of

any such Equity Interest, or on account of any return of capital to the Lead Borrower’s or a Restricted Subsidiary’s stockholders,

partners or members (or the equivalent Persons thereof) and (ii) any Restricted Investment.

“Restricted Subsidiary”

means any Subsidiary of the Lead Borrower other than an Unrestricted Subsidiary; provided that in no event shall the Co-Borrower

be an Unrestricted Subsidiary. For the avoidance of doubt, the Co-Borrower is a Restricted Subsidiary of the Lead Borrower.

“Restructuring Support

Agreement” means that certain Restructuring Support Agreement, dated as of May 13, 2026, by and among the parties thereto,

together with all annexes, exhibits, schedules, and attachments thereto and, as amended, restated, supplemented, or otherwise modified

from time to time in accordance with the terms thereof.

“Roll-Up”

shall mean the “roll up” of Prepetition Superpriority Secured Obligations into Roll-Up Term Loans pursuant to the terms of

this Agreement and the DIP Orders.

“Roll-Up Term Loans”

has the meaning set forth in Section 2.01(b), as well as any Term Loans deemed outstanding pursuant to Section 2.03.

(36)

“Roll-Up Term Loans

(2026 Bridge)” means Roll Up Term Loans in respect of 2026 Incremental Revolving Credit Loans and/or 2026 May Incremental

Revolving Credit Loans (each under and as defined in the Prepetition Super-Priority Revolving Credit Agreement).

“Roll-Up Term Loans

(Rev)” all Roll-Up Term Loans other than Roll-Up Term Loans (2026 Bridge).

“Returns”

means, with respect to any Investment, any interest, returns, profits, distributions, proceeds (including the net proceeds of any sale

received by the Lead Borrower or a Restricted Subsidiary above the initial cost of the Investment) and similar amounts actually received

in cash or Cash Equivalents.

“S&P”

means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“Same Day Funds”

means immediately available funds.

“Sanctioned Country”

means, at any time, a country, region or territory which is the subject or target of any Sanctions.

“Sanctioned Person”

means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department

of State, the European Union or His Majesty’s Treasury of the United Kingdom, (b) any Person organized or ordinarily resident

in a Sanctioned Country or (c) any Person controlled (as determined by applicable law) by any Person or Persons described in the

foregoing clause (a).

“Sanctions”

means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,

including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)

or the U.S. Department of State or (b) the European Union or His Majesty’s Treasury of the United Kingdom.

“SEC”

means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Parties”

means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Supplemental Agents and each co-agent or sub-agent

appointed by the Administrative Agent or Collateral Agent from time to time pursuant to Section 9.02.

“Securities Act”

means the Securities Act of 1933, as amended.

“Securitization”

means any transaction or series of transactions entered into by the Lead Borrower or any Restricted Subsidiary pursuant to which (a) the

Lead Borrower or such Restricted Subsidiary, as the case may be, sells, conveys, assigns, contributes, grants an interest in or otherwise

transfers to a Securitization Subsidiary (whether directly or through one or more intermediate transferor entities) Securitization Assets

(and/or grants a security interest in such Securitization Assets transferred or purported to be transferred to such Securitization Subsidiary),

and which Securitization Subsidiary finances the acquisition of such Securitization Assets (i) with cash, (ii) the issuance

to the Lead Borrower or such Restricted Subsidiary of Securitization Seller’s Retained Interests or an increase in such Securitization

Seller’s Retained Interests or (iii) with proceeds from the sale or collection of Securitization Assets and (b) financing

is extended by way of a revolving credit facility, debt facilities, notes, bonds or other similar instruments, in each case, through

the purchase of, or making of advances secured by, Securitization Assets, on a revolving basis, by one or more banks or other financial

institutions or special purpose, bankruptcy remote entities, in each case, which may be established in any appropriate jurisdiction directly

or indirectly by any subsidiary or other third parties.

(37)

“Securitization

Assets” means any accounts receivable (including both billed and unbilled receivables) owed to the Lead Borrower or any Restricted

Subsidiary (whether now existing or arising or acquired in the future) arising in the ordinary course of business from the sale of goods

or services, all collateral securing such accounts receivable, all contracts and contract rights, all guarantees, letters of credit,

insurance and other supporting obligations in respect of such accounts receivable, all Collections (as defined in the applicable Securitization

documentation) and other proceeds of such accounts receivable and other assets (including contract rights, credit insurance policies

and records related thereto) which are of the type customarily transferred or in respect of which security interests are customarily

granted in connection with securitizations of accounts receivable and which are sold, contributed, transferred or otherwise conveyed

by the Lead Borrower or a Restricted Subsidiary pursuant to a Securitization.

“Securitization

Seller’s Retained Interest” means the debt or equity interests (including any subordinated notes, membership interests

or capital accounts) held by the Lead Borrower or any Restricted Subsidiary in a Securitization Subsidiary or any intermediate transferor

entity to which Securitization Assets have been transferred, including any such debt or equity received as consideration for or as a

portion of the purchase price for the Securitization Assets transferred, any deferred purchase price receivable, or any other instrument

or right through which the Lead Borrower or any Restricted Subsidiary has rights to or receives distributions in respect of any residual

or excess interest in the Securitization Assets (but excluding any rights or interests that constitute Securitization Assets).

“Securitization

Subsidiary” means (a) a Person to which the Lead Borrower or any Restricted Subsidiary sells, contributes, conveys, transfers

or grants a security interest in Securitization Assets (whether directly or through an intermediate transferor entity), which Person

is formed for the limited purpose of effecting one or more Securitizations and related activities (including any designated activity

company or special purpose vehicle incorporated for such purpose), or (b) in the case of a Person that is a financing conduit, which

Person is formed for the limited purpose of effecting financing transactions, and shall include any intermediate transferor entity that

is formed for the limited purpose of acquiring Securitization Assets from originators and reselling or transferring such Securitization

Assets to the Person described in clause (a) above.

“Security Agreement”

means the Pledge and Security Agreement substantially in the form of Exhibit F.

“Security Agreement

Supplement” has the meaning specified in the Security Agreement.

“SHC Borrowers”

means each of the SHC Lead Borrower and the SHC Co-Borrower.

“SHC Carve-Out”

has the meaning assigned to such term in the SHC Interim DIP Order (with respect to the period prior to the entry of the SHC Final DIP

Order) or the SHC Final DIP Order (from and after the date on which the SHC Final DIP Order is entered).

“SHC Co-Borrower”

means the Trinseo NA Finance SPV LLC.

“SHC Debtors”

has the meaning assigned to such term in the SHC DIP Credit Agreement.

“SHC DIP Administrative

Agent” has the meaning assigned to the term “Administrative Agent” in the SHC DIP Credit Agreement.

“SHC DIP Collateral”

has the meaning assigned to the term “Collateral” in the SHC DIP Credit Agreement.

“SHC DIP Credit

Agreement” means that certain Senior Secured Debtor-In-Possession HoldCo Credit Agreement dated May 28, 2026 (and as amended,

supplemented and/or otherwise modified from time to time in accordance with the terms thereof), among the SHC Parent, SHC Borrowers,

SHC Holdings, the other SHC Dip Loan Parties from time to time party thereto, Alter Domus (US) LLC, as administrative agent and collateral

agent, and the lenders and other agents from time to time party thereto.

(38)

“SHC DIP Loan Documents”

has the meaning assigned to the term “Loan Documents” in the SHC DIP Credit Agreement.

“SHC DIP Loan Parties”

has the meaning assigned to the term “Loan Parties” in the SHC DIP Credit Agreement.

“SHC DIP Loans”

has the meaning assigned to the term “Loans” in the SHC DIP Credit Agreement.

“SHC Parent”

means Trinseo PLC.

“SHC DIP Orders”

means, collectively, the SHC Interim DIP Order and the SHC Final DIP Order and separately, the SHC Interim DIP Order or the SHC Final

DIP Order, as the context requires.

“SHC DIP Required

Lenders” has the meaning assigned to the term “Required Lenders” in the SHC DIP Credit Agreement.

“SHC Holdings”

means Trinseo NA Finance LLC.

“SHC Interim DIP

Order” means an order of the Bankruptcy Court in the Chapter 11 Cases which order (a) shall be in form and substance,

and on terms and conditions, reasonably satisfactory to the SHC Loan Parties, the SHC DIP Required Lenders and, with respect to those

provisions thereof that affect the rights, obligations, liabilities and duties of the SHC DIP Administrative Agent, to the SHC DIP Administrative

Agent, and (b) shall, subject to the foregoing, authorize and approve, on an interim basis, among other matters, (i) the SHC

DIP Loan Parties’ entry into the SHC DIP Loan Documents, (ii) the making of the SHC DIP Loans, (iii) the granting of

the SHC DIP Superpriority Claims against the SHC Debtors and the granting of Liens on the SHC DIP Collateral in accordance with the SHC

DIP Loan Documents, (iv) the use of cash collateral, and (vi) the granting of adequate protection to the Prepetition SHC Term

Loan Secured Parties and the Prepetition SHC Revolving Loan Secured Parties.

“SHC Final DIP Order”

means an order of the Bankruptcy Court in the Chapter 11 Cases which order (a) shall be in form and substance, and on terms and

conditions, reasonably satisfactory to the SHC Loan Parties, the SHC DIP Required Lenders and, with respect to those provisions thereof

that affect the rights, obligations, liabilities and duties of the SHC DIP Administrative Agent, to the SHC DIP Administrative Agent,

and (b) shall, subject to the foregoing, authorize and approve, on a final basis, among other matters, (i) the SHC DIP Loan

Parties’ entry into the SHC DIP Loan Documents, (ii) the making of the SHC DIP Loans, (iii) the granting of the SHC DIP

Superpriority Claims against the SHC Debtors and the granting of Liens on the SHC DIP Collateral in accordance with the SHC DIP Loan

Documents, (iv) the use of cash collateral, and (vi) the granting of adequate protection to the Prepetition SHC Term Loan Secured

Parties and the Prepetition SHC Revolving Loan Secured Parties.“SHC DIP Superpriority Claims” means the SHC DIP Credit

Agreement superpriority administrative expense claims under section 364(c) of the Bankruptcy Code against each of the SHC Debtors,

on a joint and several basis, which claims, subject to the SHC Carve-Out and Prior Liens, shall have priority over any and all other

administrative expense claims against the SHC Debtors and their estates, now existing or hereafter arising, including, without limitation,

administrative expenses of the kind specified in or ordered pursuant to sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c),

507(a), 507(b), 546(c), 546(d), 552(b), 726, 1113 and 1114 of the Bankruptcy Code or otherwise, with recourse against all Collateral.

“SHC Lead Borrower”

means Trinseo Luxco Finance SPV S.à r.l., a private limited liability company (société à responsabilité

limitée), organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 130,

Boulevard de la Pétrusse, L-2330 Luxembourg, Grand Duchy of Luxembourg, registered with the RCS under number B279526

(39)

“SOFR”

means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator”

means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Borrowing”

means, as to any Borrowing, the SOFR Loans comprising such Borrowing.

“SOFR Loan”

means a Loan that bears interest at a rate based on Term SOFR, other than pursuant to clause (c) of the definition of “Base

Rate”.

“SPC”

has the meaning specified in Section 10.07(j).

“Standard Securitization

Undertakings” means representations, warranties, covenants, repurchase obligations, servicing obligations, guarantees of performance

(including any parent guaranty) and indemnities and other undertakings entered into by the Lead Borrower or any Restricted Subsidiary

(including as originator, servicer, investment manager, intermediate transferor or parent guarantor) which are customary on the date

thereof for a seller, servicer, investment manager, intermediate transferor or the parent of a seller or servicer of assets transferred

in connection with a Securitization.

“Subject Guarantor”

has the meaning specified in Section 11.14.

“Subordination Agreement”

means a subordination agreement among the Administrative Agent and one or more representatives for the holders of Subordinated Indebtedness,

in form and substance reasonably acceptable to the Administrative Agent and the Lead Borrower. Wherever in this Agreement a representative

is required to become party to the Subordination Agreement, if the related Subordinated Indebtedness is the initial Subordinated Indebtedness

incurred by the Lead Borrower or any Restricted Subsidiary, then the Lead Borrower and/or such Restricted Subsidiary, the Holdcos (if

applicable), the Subsidiary Guarantors (if applicable), the Administrative Agent and the representative for such Subordinated Indebtedness

shall execute and deliver the Subordination Agreement and the Administrative Agent shall be authorized to execute and deliver the Subordination

Agreement.

“Subsidiary”

of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which (i) a majority

of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other

than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned,

(ii) more than half of the issued share capital is at the time beneficially owned or (iii) the management of which is otherwise

controlled, directly or indirectly, through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references

herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Lead Borrower.

“Subsidiary Guarantor”

means any Guarantor other than the Holdcos.

“Supplemental Agent”

has the meaning specified in Section 9.13(a) and “Supplemental Agents” shall have the corresponding meaning.

“Supplier”

has the meaning set forth in Section 3.01(i).

“Swap”

means any agreement, contract, or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity

Exchange Act.

(40)

“Swap Contract”

means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity

swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps

or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange

transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions,

currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options

to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any

and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any

form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange

Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”),

including any such obligations or liabilities under any Master Agreement.

“Swap Obligation”

means, with respect to any person, any obligation to pay or perform under any Swap.

“Swap Termination

Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable

netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out

and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date

referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined

based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which

may include a Lender or any Affiliate of a Lender).

“Swedish Bankruptcy

Act” has the meaning set forth in Section 1.03(b)(i).

“Swedish Companies

Act” has the meaning set forth in Section 1.03(b)(ii).

“Swedish Guarantor”

means a Guarantor incorporated in Sweden.

“Swedish Security”

means any security interest created under the Collateral Documents which is governed by and/or perfected in accordance with Swedish law.

“Swiss Federal Tax

Administration” means the tax authorities referred to in article 34 of the Federal Act on Anticipatory Tax of 13 October 1965

(Bundesgesetz über die Verrechnungssteuer).

“Swiss Guarantor”

means a Guarantor incorporated in Switzerland.

“Swiss Security”

means any Lien created under a Collateral Document which is governed by Swiss law.

“Swiss Withholding

Tax” means any withholding tax in accordance with the Federal Act on Anticipatory Tax of 13 October 1965 (Bundesgesetz

über die Verrechnungssteuer).

“Taxes”

means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees

or other charges imposed by any Governmental Authority, including any interest, addition to tax or penalties applicable thereto.

“Term Borrowing”

means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of SOFR Loans, having the same Interest Period

made by each of the Lenders pursuant to Section 2.01.

(41)

“Term Loan”

shall mean, individually or collectively as the context requires, the New Money Term Loans and the Roll-Up Term Loans.

“Termination Notice”

has the meaning set forth in Section 8.02.

“Term Note”

means a promissory note of the Borrowers payable to any Term Lender or its registered assigns, in substantially the form of Exhibit C-1

hereto, evidencing the aggregate Indebtedness of the Borrowers to such Term Lender resulting from the Term Loans made by such Term Lender.

“Term SOFR”

means:

(1)            for

any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on

the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business

Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided however

that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable

tenor has not been published by the Term SOFR Administrator, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published

by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate

for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is

not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(2)            for

any calculation with respect to an Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such

day, the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior

to such day, as such rate is published by the Term SOFR Administrator; provided however that if as of 5:00 p.m. (New York

City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published

by the Term SOFR Administrator, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator

on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by

the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S.

Government Securities Business Days prior to such Base Rate Term SOFR Determination Day.

“Term SOFR Adjustment”

means 0.11448% (11.448 basis points) for an Interest Period of one-month’s duration, 0.26161% (26.161 basis points) for an Interest

Period of three-months’ duration, and 0.42826% (42.826 basis points) for an Interest Period of six-months’ duration.

“Term SOFR Administrator”

means CME Group Benchmark Administration Limited as administrator of the Term SOFR Reference Rate (or a successor administrator of the

Term SOFR Reference Rate selected by the Administrative Agent (at the written direction of the Required Lenders) and in consultation

with the Lead Borrower).

“Term SOFR Reference

Rate” means the forward-looking term rate based on SOFR.

“Test Period”

means, for any date of determination under this Agreement, the four (4) consecutive fiscal quarters of the Lead Borrower most recently

ended as of such date of determination.

“Threshold Amount”

means $10,000,000.

“Total Outstandings”

means the aggregate Outstanding Amount of all Loans.

(42)

“Transaction Expenses”

means any fees or expenses incurred or paid by the Loan Parties or any of their Subsidiaries in connection with the Transactions, this

Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

“Transactions”

means, collectively, (a) the execution and delivery of the applicable Loan Documents on the Closing Date, (b) the funding of

the Term Loans and the use of proceeds thereof; (c) the consummation of the Restructuring Transactions (as defined in the Restructuring

Support Agreement) and any and all other transactions contemplated by the Restructuring Support Agreement; (d) the transactions

set forth in the Chapter 11 Plan and the transactions set forth in any Plan Supplement Document (as defined in the Chapter 11 Plan) and

(e) the payment of Transaction Expenses.

“Trinseo Europe”

means Trinseo Europe GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung), having its registered office

at Gwattstrasse 15, 8808 Pfäffikon SZ, Switzerland, registered with the commercial register of the Canton of Schwyz, Switzerland,

under number CHE-114.396.041.

“Trinseo Loan Party”

means, each of SHC Lead Borrower, SHC Co-Borrower and each other “Loan Party” as such term is defined in the Prepetition

Super Holdco Credit Agreement.

“Trinseo Materials”

means the “Co-Borrower” hereunder.

“Trinseo SARL”

shall have the meaning set forth in the introductory paragraph.

“Trust Property”

has the meaning set forth in Section 9.01(k).

“Type”

means, with respect to a Loan, its character as a Base Rate Loan or a Benchmark Rate Loan.

“UK Financial Institution”

has the meaning set forth in Section 11.19.

“UK Resolution Authority”

has the meaning set forth in Section 11.19.

“Uniform Commercial

Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of

New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply

to any item or items of Collateral.

“United States”

and “U.S.” mean the United States of America.

“Unreimbursed Amount”

has the meaning set forth in Section 2.03(c).

“Updated Budget”

has the meaning set forth in Section 6.22(i).

“Unrestricted Subsidiary”

means (i) each Subsidiary of the Lead Borrower listed on Schedule 1.01D, (ii) [reserved], (iii) Aristech and Altuglas,

(iv) any Securitization Subsidiary, if a Subsidiary of the Lead Borrower, and (v) any Subsidiary of an Unrestricted Subsidiary.

“Updated Budget

Deadline” has the meaning set forth in Section 6.22(i).

“U.S. Government

Securities Business Days” means any day except for (a) a Saturday, (b) a Sunday or (c) 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.

“USA Patriot Act”

means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,

Public Law 107-56.

(43)

“Variance Covenant

Test Date” means every other Variance Report Deadline, commencing with the second Variance Report Deadline to occur following

the Petition Date.

“Variance Report”

has the meaning set forth in Section 6.22(ii).

“Variance Report

Deadline” has the meaning set forth in Section 6.22(ii).

“VAT”

means (a) any tax imposed in compliance with the Council Directive of November 28, 2006 on the common system of value added

tax (EC Directive 2006/112) and (b) any other tax of a similar nature, whether imposed in a member state of the European Union in

substitution for, or levied in addition to, such tax referred to in clause (a) 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: (i) the

sum of the products obtained by multiplying (a) the amount of each then remaining scheduled installment, sinking fund, serial maturity

or other required scheduled payments of principal, including payment at final scheduled maturity, in respect thereof, by (b) the

number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the

then outstanding principal amount of such Indebtedness; provided, that the effects of any prepayments made on such Indebtedness

shall be disregarded in making such calculation.

“wholly owned”

means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other

than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable

Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

“Write-Down and

Conversion Powers” has the meaning set forth in Section 11.19.

Section 1.02      Luxembourg

Terms. Without prejudice to the generality of any provision of this Agreement, in this Agreement where it relates to a Luxembourg

Loan Party, a reference to:

(i) commencing negotiations with one or more

of its creditors with a view to rescheduling any of its indebtedness” includes any

negotiations with that purpose conducted in order to reach an amicable agreement (accord

amiable);

(ii) a winding-up, administration or dissolution

includes, without limitation, bankruptcy (faillite), insolvency, liquidation, administrative

dissolution without liquidation (dissolution administrative sans liquidation), moratorium

or reprieve from payment (sursis de paiement), fraudulent conveyance (actio pauliana),

general settlement with creditors, out-of-court mutual agreement (réorganisation

extra-judiciaire par accord amiable), judicial reorganisation (réorganisation

judiciaire), judicial reorganisation in the form of a stay to enter into a mutual agreement

(réorganisation par sursis accord amiable), judicial reorganisation by collective

agreement (réorganisation judiciaire par accord collectif), judicial reorganisation

by transfer of assets or activities (réorganisation judiciaire par transfert sous

autorité de justice), conciliation (conciliation) or protective measures

(mesures en vue de préserver les entreprises), reorganization or similar laws

affecting the rights of creditors generally;

(iii) a liquidator, receiver, administrative

receiver, administrator, trustee, custodian, sequestrator, conservator or similar officer

includes, without limitation, a juge délégué, commissaire,

juge-commissaire, mandataire ad hoc, administrateur provisoire,

liquidateur or , curateur, conciliateur d'entreprise, mandataire de justice and

any other person performing the same function of each of the foregoing;

(44)

(iv) a lien or security interest includes any

hypothèque, nantissement, gage, privilège, sûreté

réelle, droit de retention, and any type of security in rem (sûreté

réelle) or agreement or arrangement having a similar effect and any transfer of

title by way of security;

(v) a person being unable to pay its debts

includes that person being in a state of cessation de paiements;

(vi) a person being “insolvent”

include that person being in a state of cessation of payments (cessation de paiements)

and having lost or meeting the criteria to lose its commercial creditworthiness (ébranlement

de credit);

(vii) a guarantee includes any garantie

which is independent from the debt to which it relates and excludes any suretyship (cautionnement)

within the meaning of Articles 2011 and seq. of the Luxembourg Civil Code;

(viii) gross negligence is a reference to faute

lourde and wilful misconduct is a reference to faute dolosive/dol;

(ix) an attachment or similar creditors' process

includes an executory attachment (saisie exécutoire) or conservatory attachment

(saisie conservatoire);

(x) a director or manager includes an administrateur

and a gérant;

(xi) a board of directors or a board of managers

includes a conseil d'administration and a conseil de gérance;

(xii) an agent includes, without limitation,

a mandataire;

(xiii) shares or Equity Interests include actions

and parts sociales;

(xiv) by-laws or constitutional documents includes

(a) its up-to-date (restated) articles of association (statuts coordonnées),

and (b) an extract from the RCS.

Section 1.03      Swedish

Terms.

(i) Notwithstanding any other provisions in

this Agreement or any other Loan Document to the contrary, the sale, lease, transfer or disposal

of any Collateral subject to, or the release of, any Swedish Security which has been or should

have been duly perfected in accordance with the terms of the relevant Collateral Document

shall always be subject to the prior written consent of the Collateral Agent, such consent

to be granted at the Collateral Agent’s sole discretion on a case by case basis.

(ii) Without prejudice to the generality of

any provision of this Agreement or any other Loan Document, in this Agreement where it relates

to a person established or incorporated in Sweden or governed by Swedish law or the context

so requires, a reference to:

(i)            its

‘Organization Documents’ includes its certificate of registration (registreringsbevis) and its articles of association

(bolagsordning) as in force from time to time;

(45)

(ii)           a

“composition” or “arrangement” with any creditor includes (A) any write-down of debt (Sw. skulduppgörelse)

following from any procedure of ‘företagsrekonstruktion’ under the Swedish Company Reorganisation Act (Sw. Lag om

företagsrekonstruktion (2022:964)) (the “Swedish Company Reorganisation Act”), or (B) any write-down

of debt in bankruptcy (Sw. ackord i konkurs) under the Swedish Bankruptcy Act (Sw. Konkurslag (1987:672)) (the “Swedish

Bankruptcy Act”);

(iii)           a

“trustee”, “liquidator”, “receiver”, “compulsory manager”, “administrative receiver”

or “administrator” includes (A) ‘rekonstruktör’ under the Swedish Company Reorganisation Act, (B) ‘konkursförvaltare’

under the Swedish Bankruptcy Act, or (C) ‘likvidator’ under the Swedish Companies Act (Sw. Aktiebolagslag (2005:551))

(the “Swedish Companies Act”);

(iv)          a

“merger”, “consolidation” or “amalgamation” includes any ‘fusion’ implemented in accordance

with Chapter 23 of the Swedish Companies Act and a “demerger” includes any ‘delning implemented in accordance with

Chapter 24 of the Swedish Companies Act;

(v)           a

“winding-up”, “administration” or “dissolution” includes ‘frivillig likvidation’ or ‘tvångslikvidation’

under Chapter 25 of the Swedish Companies Act, a “bankruptcy” includes a ‘konkurs’ under the Swedish Bankruptcy

Act and a “company restructuring” includes a ‘företagsrekonstruktion’ under the Swedish Company Reorganisation

Act;

(vi)          a

“guarantee” includes any ‘garanti’ under Swedish law which is independent from the debt to which it relates and

any ‘borgen’ under Swedish law which is accessory to or dependant on the debt to which it relates;

(vii)         “gross

negligence” means “grov vårdslösthet” under Swedish law; and

(viii)        an

“insolvency” includes “insolvens” under the Swedish Bankruptcy Act, any “konkurs” under the Swedish

Bankruptcy Act, “företagsrekonstruktion” under the Swedish Company Reorganisation Act or “tvångslikvidation”

under Chapter 25 of the Swedish Companies Act.

(iii) If any party to this Agreement that is

incorporated in Sweden (the “Obligated Party”) is required by this Agreement

or any other Loan Document to hold an amount of money on trust on behalf of another party

(the “Beneficiary”), the Obligated Party shall hold such money as agent

for the Beneficiary on a separate account in accordance with the Swedish Funds Accounting

Act (Sw. Lag om redovisningsmedel (1944:181)).

(iv) Any transfer by novation in accordance

with the Loan Documents, shall, as regards any Liens governed by Swedish law and obligations

owed by a Swedish Guarantor, be deemed to take effect as an assignment and assumption or

transfer of such Liens and each such assignment and assumption or transfer shall be in relation

to the proportionate part of the security interests granted under the relevant Swedish law

governed Collateral Document.

Section 1.04      Other

Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or

in such other Loan Document:

(i) The meanings of defined terms are equally

applicable to the singular and plural forms of the defined terms.

(ii) The words “herein,” “hereto,”

“hereof” and “hereunder” and words of similar import when used in

any Loan Document shall refer to such Loan Document as a whole and not to any particular

provision thereof.

(46)

(iii) Article, Section, Exhibit and Schedule

references are to the Loan Document in which such reference appears.

(iv) The term “including” is by

way of example and not limitation.

(v) The term “documents” includes

any and all instruments, documents, agreements, certificates, notices, reports, financial

statements and other writings, however evidenced, whether in physical or electronic form.

(vi) In the computation of periods of time

from a specified date to a later specified date, the word “from” means “from

and including”; the words “to” and “until” each mean “to

but excluding”; and the word “through” means “to and including.”

(vii) Section headings herein and in the

other Loan Documents are included for convenience of reference only and shall not affect

the interpretation of this Agreement or any other Loan Document.

Section 1.05      Accounting

Terms. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and

all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement

shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein.

(b)            Notwithstanding

any changes in GAAP after the Closing Date, any lease of the Loan Parties and their Subsidiaries that would be characterized as an operating

lease under GAAP in effect on December 31, 2018 (whether such lease is entered into before or after the Closing Date) shall not

constitute Indebtedness or Attributable Indebtedness under this Agreement or any other Loan Document as a result of such changes in GAAP.

Section 1.06      Rounding.

Any financial ratios required to be maintained by the Lead Borrower pursuant to this Agreement (or required to be satisfied in order

for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component,

carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or

down to the nearest number (with a rounding up if there is no nearest number).

Section 1.07      References

to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to Organization Documents,

agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements,

extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements

and other modifications are permitted by the Loan Documents; and (b) references to any Law shall include all statutory and regulatory

provisions consolidating, amending, replacing, supplementing or interpreting such Law.

Section 1.08      Times

of Day. Unless otherwise specified, all references herein to times of day shall be references to United States Eastern time (daylight

or standard, as applicable).

Section 1.09      Timing

of Payment of 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.

(47)

Section 1.10      Pro

Forma Calculations. (a) [reserved].

(b)            [reserved].

(d)            In

the event that the Lead Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by

redemption, repayment, retirement or extinguishment) any Indebtedness (other than Indebtedness incurred or repaid under any revolving

credit facility unless such Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period or

(ii) subject to clause (a) of this Section 1.10, subsequent to the end of the applicable Test Period and prior

to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated

giving pro forma effect to such incurrence or repayment of Indebtedness, in each case to the extent required, as if the same had

occurred on the last day of the applicable Test Period, in which case such incurrence, assumption, guarantee, redemption, repayment,

retirement or extinguishment of Indebtedness will be given effect as if the same had occurred on the first day of the applicable Test

Period.

(e)            [reserved].

(f)            Interest

on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the

Lead Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness

that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate,

or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen

as the Lead Borrower or Restricted Subsidiary may designate.

Section 1.11      Currency

Equivalents. For purposes of any computation determining compliance with any incurrence or expenditure tests set forth in Article VI

and Article VII or any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to

the extent incurred, expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the Exchange

Rate (or on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence,

expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided

for therein (and to the extent the respective incurrence, expenditure or utilization test regulates the aggregate amount outstanding

at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars

shall be converted into Dollars on the basis of the Exchange Rate (or on such other basis as is reasonably satisfactory to the Administrative

Agent) as in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that

regulates the Dollar amount outstanding at any time).

Section 1.12      [Reserved].

Section 1.13      Cashless

Settlement. Notwithstanding anything to the contrary contained in this Agreement, any Lender

may exchange, continue, convert or rollover all or any portion of its Loans in connection with any refinancing, replacement, extension,

loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved

by the Borrowers, the Administrative Agent and such Lender.

(48)

Section 1.15    Rates.

The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect

to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to Base Rate, the Term

SOFR Reference Rate, or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative,

successor or replacement rate thereto, including whether the composition or characteristics of any such alternative, successor or replacement

rate will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, Base Rate, the

Term SOFR Reference Rate or Term SOFR prior to its discontinuance or unavailability, or (b) the effect, implementation or composition

of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect

the calculation of Base Rate, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate 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 Base Rate, the Term SOFR Reference Rate or Term SOFR, or any component definition thereof or

rates referred to 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 1.16      Finnish

Provisions. In this Agreement and/or any other Loan Document where it relates to a party incorporated under the laws of Finland

(a “Finnish Party”) or a matter of Finnish law or any security interest created by any Collateral Document governed

by Finnish law (“Finnish Collateral”):

(a)            if

a Finnish Party is required to hold an amount on trust on behalf of another party (the "Relevant Beneficiary"), the

Finnish Party shall hold such money as agent for the Relevant Beneficiary in a separate account and shall promptly pay or transfer the

same to the Relevant Beneficiary or as the Relevant Beneficiary may direct;

(b)            any

transfer by novation in accordance with this Agreement or other Loan Documents shall, in relation to any Finnish Collateral and obligations

owed by a Finnish Party, take effect as a transfer (siirto) and assumption of such Finnish Collateral and each such transfer shall

include a proportionate part of the security interests granted under the Collateral Document governed by Finnish law;

any other provisions in this Agreement or any other Loan Document to the contrary, the Disposition or other release of any Finnish Collateral

which has been or should have been duly perfected in accordance with the terms of the relevant Collateral Document (including a merger,

demerger or liquidation of any Finnish Party the shares of which are constitute Finnish Collateral) shall always be subject to the prior

written consent of the Collateral Agent, such consent to be granted at the Collateral Agent’s sole discretion on a case by case

basis; and

(d)            any

reference to:

(i)            “insolvency”

includes a yrityssaneeraus or konkurssimenettely under the Finnish Bankruptcy Act (Fi: konkurssilaki, 120/2004,

as amended) or the Finnish Reorganisation Act (Fi: laki yrityksen saneerauksesta, 47/1993, as amended) (as the case may be);

(ii)            a

“liquidator”, “statutory manager”, “receiver”, “trustee”,

“administrative receiver” or “administrator” includes a pesänhoitaja, selvittäjä,

valvoja and selvitysmies under Finnish law, as applicable;

(49)

(iii)            “merger”,

“amalgamation” or “consolidation” includes any sulautuminen implemented in accordance with

Chapter 16 of the Finnish Companies Act (Fi: osakeyhtiölaki, 624/2006, as amended) and “demerger” includes

any jakautuminen implemented in accordance with Chapter 17 of the Finnish Companies Act (Fi: osakeyhtiölaki, 624/2006,

as amended);

(iv)            a

“winding up”, “administration” or “dissolution” includes any declaration of

bankruptcy (asetettu konkurssiin) or dissolution (asetettu selvitystilaan) as well as a selvitystila, purkaminen

or rekisteristä poistaminen under Chapter 20 of the Finnish Companies Act (Fi: osakeyhtiölaki, 624/2006, as amended);

(v)            “attachment”

includes a takavarikko and/or any other turvaamistoimi granted in accordance with Finnish law;

(vi)            “gross

negligence” means törkeä tuottamus under Finnish law;

(vii)          “distribution”

includes payment of group contribution (Fi: konserniavustus) and distributions from the invested unrestricted equity fund (Fi:

sijoitetun vapaan oman pääoman rahasto); and

(viii)         “Organization

Documents” includes kaupparekisteriote and yhtiöjärjestys.

Section 1.17      Cashless

Roll. Subject to the Restructuring Support Agreement, the Term Loans may be satisfied and discharged on the Chapter 11 Plan Effective

Date (solely with respect to a Chapter 11 Plan) pursuant to a roll thereof and a “cashless” exchange into term loans under

a credit facility in accordance with the terms of the Restructuring Support Agreement (a “Maturity Roll”);

provided that the Maturity Roll shall only occur with the consent of Required Lenders.

Article II

The

Commitments and Credit Extensions

Section 2.01      Term

Loans.

(a)            New

Money Term Loans. Subject to the terms and conditions hereof and the DIP Orders, the Lenders hereby severally, but not jointly, agree

to make term loans in Dollars (the “New Money Term Loans”) to the Borrower: (A) on the Closing Date, in a single

borrowing in an aggregate principal amount requested by the Lead Borrower not to exceed $60,000,000 (the “Initial New Money

Term Loans”), and (B) upon entry of the Final DIP Order, in a single borrowing in an aggregate principal amount requested

by the Lead Borrower not to exceed the unfunded New Money Commitments as of such date immediately prior to giving effect to such Borrowing

(the “Delayed Draw New Money Term Loans”); provided that Delayed Draw New Money Term Loans will initially be

of the same Type (and interest rate relating thereto) as the Initial New Money Term Loans outstanding immediately prior to the Borrowing

of such Delayed Draw New Money Term Loans (or, if there is more than one Type of Initial New Money Term Loan outstanding at such time

(or more than one outstanding Interest Period applicable to Initial New Money Term Loan at such time)), such Delayed Draw New Money Term

Loans will initially be of the same Type and will have the same Interest Period as the outstanding Initial New Money Term Loan designated

in the applicable Committed Loan Notice). The Delayed Draw New Money Term Loans (when funded) shall be added to and become part of the

New Money Term Loans (including the Initial New Money Term Loans), shall have the same terms as the New Money Term Loans and shall be

treated as a single Class for all purposes as the New Money Term Loans (it being understood that nothing herein shall be construed

as a representation or covenant by any Loan Party as to whether the Delayed Draw New Money Term Loans will be fungible with the New Money

Term Loans (including the Initial New Money Term Loans) for U.S. federal income tax purposes), except that interest on the Delayed Draw

New Money Term Loans shall commence to accrue from the applicable Delayed Draw New Money Closing Date. In no event shall any Lender be

required to make Term Loans in excess of its New Money Commitments. Once repaid or prepaid, the New Money Term Loans may not be reborrowed.

(50)

(b)            Roll-Up

Term Loans. Subject to the terms and conditions of the DIP Orders, without any further action by any party to this Agreement or the

other Loan Documents, the Bankruptcy Court or any other Person:

(i) Upon entry of the Interim DIP Order, outstanding

Prepetition Superpriority Revolving Loans as of such date (including accrued and unpaid interest

thereon) held by Prepetition Superpriority Secured Parties that are Lenders hereunder as

of such date shall be automatically deemed “rolled up” and converted into a tranche

of U.S. Dollar denominated term loans under this Agreement (the “Interim Roll-Up

Term Loans”), on a cashless basis, in an amount equal to two Dollars of Interim

Roll-Up Term Loans for every one Dollar of principal amount of New Money Commitments funded

on such date, based upon each such Person’s pro rata share of New Money Commitments,

which Interim Roll-Up Term Loans shall be due and payable in accordance with the terms and

conditions set forth in this Agreement as if originally funded hereunder on the Closing Date;

provided, that the aggregate principal amount of the Interim Roll-Up Term Loans (excluding

the amount of any Roll-Up Loans (Rev) deemed incurred pursuant to Section 2.03)

shall not exceed $120,000,000;

(ii) Upon entry of the Final DIP Order, outstanding

Prepetition Superpriority Revolving Loans as of such date (including accrued and unpaid interest

thereon) held by Prepetition OpCo Secured Parties that are also Lenders hereunder as of such

date (after giving effect to any conversion pursuant to clause (i) above) shall

be automatically deemed “rolled up” and converted into a tranche of U.S. Dollar

denominated term loans under this Agreement (the “Final Roll-Up Term Loans”

and, together with the Interim Roll-Up Term Loans, the “Roll-Up Term Loans”),

on a cashless basis, in an amount equal to two Dollars of Final Roll-Up Term Loans for every

one Dollar of principal amount of New Money Commitments funded on such date, based upon each

such Person’s pro rata share of the remaining New Money Commitments (after giving

effect to any conversion pursuant to clause (i) above), which Final Roll-Up Term

Loans shall be due and payable in accordance with the terms and conditions set forth in this

Agreement as if originally funded hereunder on the Closing Date; provided, that the

aggregate principal amount of the Final Roll-Up Term Loans (excluding the amount of any Roll-Up

Loans (Rev) deemed incurred pursuant to Section 2.03) shall not exceed (x) $180,000,000,

less (y) the aggregate principal amount of Interim Roll-Up Term Loans

incurred prior to the entry of the Final DIP Order;

(iii) from and after the Closing Date, the

aggregate outstanding amount of the Prepetition Superpriority Revolving Loans (including

accrued and unpaid interest thereon) held by each such Person shall be automatically and

irrevocably deemed reduced by an amount equal to the outstanding amount of the Prepetition

Superpriority Revolving Loans (including accrued and unpaid interest thereon) of such Person

deemed converted into Roll-Up Term Loans pursuant to clause (i) and/or (ii) above;

and

(iv) Notwithstanding anything to the contrary

in this Section 2.01(a), with respect to the conversion of Prepetition Superpriority

Revolving Loans into Roll-Up Term Loans pursuant to clause (i) and/or (ii) above,

the 2026 May Incremental Revolving Credit Loans (under and as defined in the Prepetition

Super-Priority Revolving Credit Agreement) shall be deemed “rolled up” and converted

into Roll-Up Term Loans in full first, followed by the and the 2026 Incremental Revolving

Credit Loans (under and as defined in the Prepetition Super-Priority Revolving Credit Agreement),

which shall be deemed “rolled up” and converted into Roll-Up Term Loans in full

second, in each case, prior to any roll-up or conversion of any Closing Date Revolving Credit

Loans (under and as defined in the Prepetition Super-Priority Revolving Credit Agreement)

pursuant to clause (i) and/or (ii) above.

(51)

The Required Lenders shall provide to the Administrative

Agent the allocation of the Roll-Up Term Loans, which shall initially be deemed SOFR Loans, and the allocation of such Roll-Up . Once

repaid, the Roll-Up Term Loans may not be reborrowed.

Section 2.02      Borrowings,

Conversions and Continuations

(a) Each Term Borrowing, each conversion

of Term Loans from one Type to the other, and each continuation of Benchmark Rate Loans shall be made upon the Lead Borrower’s

irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative

Agent not later than 1:00 p.m. (New York, New York time, in the case of Borrowings denominated in Dollars) (i) one (1) Business

Day prior to the requested date of any Borrowing of, or one day prior to the Delayed Draw New Money Closing Date, with respect to the

Borrowings on the Delayed Draw New Money Closing Date, or conversion of Base Rate Loans to Benchmark Rate Loans denominated in Dollars,

(ii) [reserved] and (iii) one (1) Business Day before the requested date of any Borrowing of Base Rate Loans or conversion

of Benchmark Rate Loans denominated in Dollars to Base Rate Loans. Each telephonic notice by the Lead Borrower pursuant to this Section 2.02(a) must

be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed

by a Responsible Officer of the Lead Borrower. Each Borrowing of, conversion to or continuation of Benchmark Rate Loans shall be in a

minimum Dollar Amount of $1,000,000 or a whole multiple of a Dollar Amount of $250,000 in excess thereof (or, if less, the entire remaining

amount of the Commitments in respect thereof with respect to any Borrowing, or the entire outstanding principal amount thereof with respect

to any conversion to or continuation). Except as provided in Section 2.03(c) or Section 2.04(c), each Borrowing

of or conversion to Base Rate Loans shall be in a minimum Dollar Amount of $500,000 or a whole multiple of a Dollar Amount of $100,000

in excess thereof (or, if less, the entire remaining amount of the Commitments in respect thereof with respect to any Borrowing, or the

entire outstanding principal amount thereof with respect to any conversion to or continuation). Each Committed Loan Notice (whether telephonic

or written) shall specify (i) whether the Borrowers are requesting a Term Borrowing, a conversion of Term Loans from one Type to

the other, or a continuation of Benchmark Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the

case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) [reserved],

(v) the Type of Loans to be borrowed or to which existing Term Loans are to be converted and (vi) if applicable, the duration

of the Interest Period with respect thereto, which may, at the election of the Lead Borrower, be a Stub Period. If with respect to Benchmark

Rate Loans denominated in Dollars, the Lead Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Lead Borrower

fails to give a timely notice requesting a conversion or continuation, then the applicable Class of Term Loans or Revolving Credit

Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion pursuant to the immediately preceding sentence

shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Benchmark Rate Loans. If the

Lead Borrower requests a Borrowing of, conversion to, or continuation of Benchmark Rate Loans in any such Committed Loan Notice, but

fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. If no currency is

specified, the requested Borrowing shall be in Dollars.

(52)

(a)            Following

receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of

the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Lead Borrower, the Administrative

Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a).

In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in the

applicable currency in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. (New York, New York time)

in the case of any Loan denominated in Dollars on the Business Day specified in the applicable Committed Loan Notice. The Administrative

Agent shall make all funds so received available to the Borrowers in like funds as received by the Administrative Agent either by (i) crediting

the account(s) of the Borrowers on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer

of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the

Lead Borrower.

(b)            During

the existence of an Event of Default, at the election of the Administrative Agent (at the direction of the Required Lenders) or the Required

Lenders, no Loans denominated in Dollars may be requested as, converted to or continued as Benchmark Rate Loans.

Administrative Agent shall promptly notify the Lead Borrower and the Lenders of the interest rate applicable to any Interest Period for

Benchmark Rate Loans upon determination of such interest rate. The determination of the Benchmark Rate by the Administrative Agent shall

be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify

the Lead Borrower and the Lenders of any change in the “prime rate” used in determining the Base Rate promptly following

the public announcement of such change.

(d)            After

giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as

the same Type, there shall not be more than ten (10) Interest Periods in effect.

(e)            The

failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation,

if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender

to make the Loan to be made by such other Lender on the date of any Borrowing.

(f)            Each

Lender may, at its option, make any Loan available to any Borrower by causing any foreign or domestic branch or Affiliate of such Lender

to make such Loan; provided that any exercise of such option shall not affect the obligation of such Borrower to repay such Loan

in accordance with the terms of this Agreement, subject in each case to Sections 3.01 and 3.04 hereof.

Section 2.03      Letters

of Credit.

(a)            New

Letters of Credit; Amendments. The parties hereto acknowledge and agree that all Existing Letters of Credit shall be deemed to have

been issued pursuant hereto and from and after the Closing Date shall be subject to and governed by the terms and conditions of this

Agreement. Notwithstanding anything to the contrary set forth in this Agreement, (x) the L/C Issuer shall have no obligation to

issue new letters of credit or to amend, extend, renew, increase or otherwise modify any Existing Letter of Credit, except with the prior

written consent of the L/C Issuer and each L/C Lender, (y) the agreements set forth in this Section 2.03 shall (I) inure

to the benefit of the L/C Issuer, (II) not be discharged, released, reduced or otherwise modified without the written consent of

the L/C Issuer, and (III) each L/C Lender’s agreements set forth in this Section 2.03 and its participation and

reimbursement obligations regarding the Existing Letters of Credit shall not be discharged, released, reduced or otherwise modified without

the written consent of the L/C Issuer unless and until all obligations of the L/C Issuer with respect to the Existing Letters of Credit

have been Cash Collateralized, terminated or replaced in a manner satisfactory to the L/C Issuer. With respect to any Existing Letter

of Credit that renews automatically, the L/C Issuer shall be authorized to issue any notice of non-renewal as and when necessary to prevent

the renewal or extension of such Existing Letter of Credit beyond its existing expiry date. Any amendment of any Letter of Credit shall

be subject to the prior written consent of the L/C Issuer and each L/C Lender. The L/C issuer shall not be required to issue any type

of letter of credit other than a standby letter of credit.

(53)

(b)            [Reserved].

and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter

of Credit, the relevant L/C Issuer shall notify promptly the Lead Borrower and the Administrative Agent thereof, including the Dollar

Amount of the drawing promptly following the determination or revaluation thereof. Not later than 11:00 a.m. on the second Business

Day following any payment by the relevant L/C Issuer under a Letter of Credit with notice to the Lead Borrower (each such date, an “Honor

Date”), (x) the Administrative Agent shall promptly notify each L/C Lender of the Honor Date, the amount of the unreimbursed

drawing (determined, for purposes of any Letter of Credit denominated in an Alternative Currency, using the Dollar Equivalent (determined

using the Exchange Rate calculated as of the date when such payment was due) of such unreimbursed drawing) (such amount, the “Unreimbursed

Amount”), and the amount of such Lender’s Pro Rata Share thereof and (y) a Roll-Up Term Loan (Rev) that is a Base Rate

Loan shall be deemed to have been made for the benefit of the L/C Issuer on the Honor Date (without regard to the minimum a multiple

specified in Section 2.02), in an aggregate principal amount equal to the Unreimbursed Amount. In such event, each L/C Lender shall

make funds available to the Administrative Agent for the account of the relevant L/C Issuer in Dollars, at the Administrative Agent’s

Office for payments in an amount equal to its Pro Rata Share or other applicable share provided under this Agreement of the Unreimbursed

Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent (which Business Day, for

the avoidance of doubt, may be the Honor Date). Upon such payment by each L/C Lender severally, the Roll-Up Term Loan (Rev) deemed to

have been borrowed in respect of the drawn Letter of Credit shall be deemed to have been assigned by the L/C Issuer to the applicable

L/C Lender. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer. Any notice given by an L/C Issuer

or the Administrative Agent pursuant to this Section 2.03(c) may be given by telephone if immediately confirmed in writing;

provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

The Borrower’s reimbursement obligations with respect to any drawn Letter of Credit shall be to repay the deemed borrowing of Roll-Up

Term Loans (Rev) in respect thereof in accordance with the terms of this Agreement.

(ii)            [Reserved].

(iii)            [Reserved].

(iv)            The

obligation of each L/C Lender to fund its L/C Advance to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated

by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any

setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, either Borrower

or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or the failure to satisfy any of

the other conditions specified in Article IV; (C) any adverse change in the condition (financial or otherwise) of the

Loan Parties; (D) any breach of this Agreement or any other Loan Document by either Borrower, any other Loan Party or any other

L/C Issuer; or (E) any other circumstance, occurrence, event or condition, whether or not similar to any of the foregoing.

(v)            If

any L/C Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to

be paid by such L/C Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified therein,

such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with

interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to

such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the relevant

L/C Issuer submitted to any such Lender (through the Administrative Agent) with respect to any amounts owing under this section shall

be conclusive absent manifest error.

(54)

(d)            [Reserved].

(e)            Obligations

Absolute. The obligation of the Borrowers to repay the Roll-Up Term Loan (Rev) deemed borrowed pursuant to this Section 2.03

shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all

circumstances, including the following:

(i)            any

lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii)            the

existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary

or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant

L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of

Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)            any

draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient

in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise

of any document required in order to make a drawing under such Letter of Credit;

(iv)            any

payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly

comply with the terms of such Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person

purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other

representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with

any proceeding under any Debtor Relief Law;

(v)            any

exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty

or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such Letter of Credit; or

(vi)            any

other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might

otherwise constitute a defense available to, or a discharge of, any Loan Party;

provided that the foregoing shall not

excuse any L/C Issuer from liability to the Lead Borrower to the extent of any direct damages (as opposed to consequential, punitive,

special or exemplary damages, claims in respect of which are waived by the Lead Borrower to the extent permitted by applicable Law) suffered

by the Lead Borrower that are caused by such L/C Issuer’s gross negligence or willful misconduct as determined in a final and non-appealable

judgment by a court of competent jurisdiction when determining whether drafts and other documents presented under a Letter of Credit

comply with the terms thereof.

(55)

(f)            Role

of L/C Issuers. Each Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer

shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by

the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing

or delivering any such document. None of the L/C Issuers, any Agent-Related Person nor any of the respective correspondents, participants

or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request

or with the approval of the Lenders or the Lenders holding a majority of the L/C Commitments, as applicable; (ii) any action taken

or omitted in the absence of gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of

competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related

to any Letter of Credit. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect

to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude either Borrower

from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None

of the L/C Issuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer,

shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e);

provided that anything in such clauses to the contrary notwithstanding, each Borrower may have a claim against an L/C Issuer,

and such L/C Issuer may be liable to each Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential,

punitive or exemplary, damages suffered by either Borrower which such Borrower proves were caused by such L/C Issuer’s willful

misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after

the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of

a Letter of Credit, in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance

and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility

for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity

or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits

thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g)            Cash

Collateral. (i) If, as of the expiration date of any Letter of Credit, any applicable Letter of Credit for any reason remains

outstanding and partially or wholly undrawn, (ii) if any Event of Default occurs and is continuing and the Administrative Agent

or the Lenders holding a majority of the L/C Commitments, as applicable, require the Borrowers to Cash Collateralize the L/C Obligations

pursuant to Section 8.02 or (iii) if an Event of Default set forth under Section 8.01(f) occurs and

is continuing, the Borrowers shall Cash Collateralize the then Outstanding Amount of all of their (or, in the case of clause (i),

the applicable) L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such Event of Default or

the applicable expiration date of any Letter of Credit, as the case may be), and shall do so not later than 2:00 P.M., New York City

time, on (x) in the case of the immediately preceding clauses (i) or (ii), (1) the Business Day that the Lead Borrower

receives notice thereof, if such notice is received on such day prior to 12:00 Noon, New York City time, or (2) if clause (1) above

does not apply, the Business Day immediately following the day that the Lead Borrower receives such notice and (y) in the case of

the immediately preceding clause (iii), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs

or, if such day is not a Business Day, the Business Day immediately succeeding such day. At any time that there shall exist a Defaulting

Lender, immediately upon the request of the Administrative Agent or the L/C Issuer, the Borrowers shall deliver to the Administrative

Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.19(a)(iv) and

any Cash Collateral provided by the Defaulting Lender). For purposes hereof, “Cash Collateralize” means to pledge

and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the L/C Lenders, as collateral

for the relevant L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in

form, amount and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby

consented to by the L/C Lenders). Derivatives of such term have corresponding meanings. The Borrowers hereby grant to the Administrative

Agent, for the benefit of the L/C Issuers and the L/C Lenders, a security interest in all such cash, deposit accounts and all balances

therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked accounts at the Administrative Agent and may

be invested in readily available Cash Equivalents. If at any time the Administrative Agent determines that any funds held as Cash Collateral

are expressly subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that

the total amount of such funds is less than the aggregate Outstanding Amount of all relevant L/C Obligations, the Borrowers will, forthwith

upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit

accounts at the Administrative Agent as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the

total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear

of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall

be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash

Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing,

the excess shall be refunded to the Lead Borrower. To the extent any Event of Default giving rise to the requirement to Cash Collateralize

any Letter of Credit pursuant to this Section 2.03(g) is cured or otherwise waived, then so long as no other Event of

Default has occurred and is continuing, all Cash Collateral pledged to Cash Collateralize such Letter of Credit shall be refunded to

the Lead Borrower. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person

other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable

Fronting Exposure and other obligations secured thereby, the Borrowers or the relevant Defaulting Lender will, promptly upon demand by

the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate

such deficiency. In addition, the Administrative Agent may request at any time and from time to time after the initial deposit of Cash

Collateral that additional Cash Collateral be provided by the Borrowers in order to protect against the results of exchange rate fluctuations

with respect to Letters of Credit denominated in currencies other than Dollars.

(56)

(h)            Letter

of Credit Fees. The Borrowers shall pay to the Administrative Agent for the account of each L/C Lender in accordance with its Pro

Rata Share of L/C Commitments a Letter of Credit fee for each Letter of Credit issued pursuant to this Agreement equal to the Applicable

Margin applicable to Roll-Up Loans (Rev) times the daily maximum amount then available to be drawn under such Letter of Credit

(whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant

to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account

of Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory

to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the

other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant

to Section 2.19(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter

of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the

last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of

such Letter of Credit, on the applicable expiration date of any Letter of Credit and thereafter on demand.

(57)

(i)            Fronting

Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrowers shall pay directly to each L/C Issuer for its own

account a fronting fee with respect to each Letter of Credit issued by it equal to 0.125% per annum of the maximum amount then available

to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum

amount increases periodically pursuant to the terms of such Letter of Credit). Such fronting fees shall be computed on a quarterly basis

in arrears. Such fronting fees shall be due and payable in Dollars on the last Business Day of each of March, June, September and

December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the expiration date of any Letter

of Credit and thereafter on demand. In addition, the Lead Borrower shall pay directly to each L/C Issuer for its own account with respect

to each Letter of Credit the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges,

of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are

due and payable within ten (10) Business Days of demand and are nonrefundable.

(j)            [Reserved].

(k)            [Reserved].

(l)            Existing

Letters of Credit. The parties hereto agree that the Existing Letters of Credit shall be deemed Letters of Credit for all purposes

under this Agreement, without any further action by either Borrower.

(m)            [Reserved].

(n)            Letters

of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations

of, or is for the account of, a Subsidiary, the Borrowers shall be obligated for all Loans deemed made as a result of the drawings thereof.

Each Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of each

Borrower, and that such Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

Section 2.04      [Reserved]

Section 2.05      Prepayments.

(a) (i) The Borrowers may, upon notice

by the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Class or Classes of Term

Loans of any Class or Classes in whole or in part without premium or penalty, with respect to the Term Loans, Section 2.09(c) with

respect to the Term Loans; provided that (1) such notice must be received by the Administrative Agent not later than (A) 12:30

p.m. (New York, New York time in the case of Loans denominated in Dollars) three (3) Business Days prior to any date of prepayment

of Benchmark Rate Loans (unless otherwise agreed by the Administrative Agent) and (B) 11:00 a.m. (New York, New York time)

on the date of prepayment of Base Rate Loans; (2) any prepayment of Benchmark Rate Loans shall be in a principal Dollar Amount of

$1,000,000, or a whole multiple of $250,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal

amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then

outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans and the

order of Borrowing(s) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each

such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Lead Borrower,

the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified

therein. In the case of each prepayment of Loans pursuant to this Section 2.05(a), the Lead Borrower may in its sole discretion

select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective

Pro Rata Shares or other applicable share provided for under this Agreement.

(58)

(ii)            [Reserved].

(iii)            Notwithstanding

anything to the contrary contained in this Agreement, the Lead Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or

2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not

be consummated or shall otherwise be delayed.

(iv)          Notwithstanding

anything to the contrary contained in this Agreement, the Lead Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or

2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not

be consummated or shall otherwise be delayed.

(v)          Each

prepayment pursuant to Section 2.05(a)(i) shall be applied to one or more Classes of Term Loans as directed by the Lead

Borrower to the Administrative Agent by written notice at or prior to the time of such prepayment or, to the extent the Lead Borrower

has not provided such notice to the Administrative Agent by the time of such prepayment, ratably across each class of Term Loans. Each

prepayment of any Class of Term Loans pursuant to Section 2.05(a)(i) shall reduce future scheduled amortization

payments of principal thereof pursuant to Section 2.07. as directed by the Lead Borrower by written notice to the

Administrative Agent at or prior to the time of such prepayment or, to the extent the Lead Borrower has not provided such notice to the

Administrative Agent by the time of such prepayment, in the direct order of maturity to the applicable Class of Term Loans.

(b)            Mandatory.

(i) [reserved].

(ii)            If

(1) the Lead Borrower or any Restricted Subsidiary of the Lead Borrower Disposes of any property or assets outside of the ordinary

course of business (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c),

(d), (e), (f), (g), (h), (i), (k), (l), (o), (p), (r) or (s))

or (2) any Casualty Event occurs, which results in the realization or receipt by the Lead Borrower or any Restricted Subsidiary

of Net Proceeds, the Borrowers shall cause to be prepaid on or prior to the date which is five (5) Business Days after the date

of the realization or receipt by the Lead Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of

Term in an amount equal to 100% of all Net Proceeds realized or received; provided, however, that with respect to any Net

Proceeds received or realized from any Casualty Event, the Borrowers shall not be required to prepay the Term Loans pursuant to this

Section 2.05(b)(ii) with such Net Proceeds to the extent that the Lead Borrower shall have delivered to the Administrative

Agent written notice (email being sufficient) on or prior to such prepayment date stating that such Net Proceeds (or a portion thereof)

shall be reinvested in assets useful in the business of the Loan Parties (or any of their respective Subsidiaries) within one hundred

eighty (180) days following the receipt of such Net Proceeds, and if at the end of such reinvestment period any such Net Proceeds have

not been so reinvested, the Borrowers shall cause to be prepaid on or prior to the date which is five (5) Business Days after the

expiration of such reinvestment period an aggregate principal amount of Term Loans (minus the amount of interest due and owing thereon)

in an amount equal to 100% of such Net Proceeds that have not been so reinvested.

(iii)          If

either Borrower or any Restricted Subsidiary incurs or issues any other Indebtedness (other than Indebtedness not prohibited under Section 7.03),

the Borrowers shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received

therefrom on or prior to the date which is five (5) Business Days after such Net Proceeds are received by the Lead Borrower or such

Restricted Subsidiary.

(59)

(iv)         [Reserved].

(v)          [Reserved].

(vi)          Each

prepayment of Term Loans pursuant to this Section 2.05(b) (A) shall be applied either (x) ratably to each

Class of Term Loans then outstanding or (y) as requested by the Lead Borrower in the notice delivered pursuant to clause (vii) below,

to any Class or Classes of Term Loans with a Maturity Date preceding the Maturity Date of the remaining Classes of Term Loans then

outstanding, (B) shall be applied, with respect to future amortization applicable to each such Class for which prepayments

will be made, in a manner determined at the discretion of the Lead Borrower in the applicable notice and, if not specified, in direct

order of maturity to repayments thereof required pursuant to Section 2.07 and (C) shall be paid to the Appropriate Lenders

in accordance with their respective Pro Rata Share (or other applicable share provided by this Agreement) of each such Class of

Term Loans, subject to clause (vii) of this Section 2.05(b).

(vii)         The

Lead Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant

to clauses (i) through (iii) of this Section 2.05(b) at least three (3) Business Days prior to the

date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of

the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Lead Borrower’s

prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion

of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required

to be made pursuant to clauses (i), (ii) and (iii)(y) of this Section 2.05(b) by providing written notice

(each, a “Rejection Notice”) to the Administrative Agent and the Lead Borrower no later than 5:00 p.m. one Business

Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice

from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term

Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice

fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount

of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment

on a pro rata basis in accordance with the amounts of the Term Loans of such Lender (with such non-declining Term Lenders having

the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the

extent such non-declining Term Lenders elect to decline their Pro Rata Share of such Declined Proceeds, any Declined Proceeds remaining

thereafter shall be retained by the Borrowers (such remaining Declined Proceeds, the “Borrower Retained Prepayment Amounts”).

(viii)        Funding

Losses, Etc. All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment

of a Benchmark Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Benchmark

Rate Loan pursuant to Section 3.05. any further action by or notice to or from either Borrower or any other Loan Party) to

apply such amount Notwithstanding any of the other provisions of Section 2.05(b), so long as no Event of Default shall have

occurred and be continuing, if any prepayment of Benchmark Rate Loans is required to be made under this Section 2.05(b),

prior to the last day of the Interest Period therefor, the Borrowers may, in their sole discretion, deposit the amount of any such prepayment

otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the

Administrative Agent shall be authorized (without to the prepayment of such Loans in accordance with this Section 2.05(b).

Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any

further action by or notice to or from either Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding

Loans in accordance with this Section 2.05(b).

(60)

(ix)           Limitation

of Prepayment Obligations. Notwithstanding any other provisions of this Section 2.05(b), (i) to the extent any or

all of the Net Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Asset Sale”) or the Net Proceeds of any

Casualty Event incurred by a Foreign Subsidiary (“Foreign Recovery Event”) to be repatriated to Luxembourg or passed

on to or used for the benefit of the Borrowers, the portion of such Net Proceeds of a Foreign Asset Sale or a Foreign Recovery Event

so affected will not be required to be applied to prepay the Term Loans at the times provided in this Section 2.05(b) but

may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law or applicable organizational

documents of such Foreign Subsidiary will not permit repatriation to Luxembourg or the passing on to or otherwise using for the benefit

of the Borrowers (the Borrowers hereby agreeing to use all commercially reasonable efforts to overcome or eliminate any such restrictions

on repatriation, passing on or other use for the benefit of the Borrowers and/or use the other cash sources of the Lead Borrower and

its Restricted Subsidiaries to make the relevant prepayment) and (ii) to the extent that the Lead Borrower has determined in good

faith that repatriation of any of or all the Net Proceeds of any Foreign Asset Sale or Foreign Recovery Event attributable to Foreign

Subsidiaries would have material adverse tax consequences (as reasonably determined in good faith by the Lead Borrower) with respect

to such Net Proceeds, such Net Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in this

Section 2.05(b) but may be retained by the applicable Foreign Subsidiary.

Section 2.06      Reduction

of Commitments.

(a)            [Reserved].

(b)            Mandatory.

Each Lender’s New Money Commitments shall be (A) permanently reduced on a dollar-for-dollar basis by the aggregate principal

amount of any New Money Term Loans funded by such Lender in accordance with Section 2.01(a) in respect of such applicable New

Money Commitments, and (B) terminated in full on the Maturity Date.

L/C Commitment shall be terminated on the Maturity Date, so long as the Letters of Credit shall have been Cash Collateralized, terminated

or replaced in a manner satisfactory to the L/C Issuer; provided that the foregoing will not release any L/C Lender from

any obligation to fund its portion of L/C Advances with respect to Letters of Credit made prior to the Maturity Date.

Section 2.07      Repayment

of Loans.

The Borrowers shall repay to

the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for any Class of Term Loans, the

aggregate principal amount of all Term Loans of such Class outstanding on such date.

Section 2.08      Interest.

(a)            Subject

to the provisions of Section 2.08(b), each Term Loan that is maintained as a Benchmark Rate Loan shall bear interest on the

outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of (A) the Benchmark Rate for

such Interest Period applicable to the currency in which such Benchmark Rate Loan is denominated plus (B) the Applicable

Margin therefor and (ii) each Term Loan that is maintained as a Base Rate Loan shall bear interest on the outstanding principal

amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin therefor.

(b)            During

the continuance of an Event of Default, the Borrowers shall pay interest on principal owing by it hereunder at a fluctuating interest

rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws; provided that no interest at

the Default Rate shall accrue or be payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued and unpaid

interest on such amounts (including interest on past due interest) shall be due and payable upon demand.

(61)

on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified

herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after

the commencement of any proceeding under any Debtor Relief Law.

(d)            The

interest amount is understood as net interest after the deduction of any Swiss Withholding Tax and shall, if the interest is or becomes

subject to such tax, and should clause (a) of Section 3.01 be unenforceable for any reason, be adjusted as follows:

(i)            The

amount of the payment due from the Borrowers shall be increased to an amount which (after making the deduction of Swiss Federal Withholding

Tax) leaves the Lenders entitled to such payment with an amount equal to the payment which would have been due if no deduction of Swiss

Federal Withholding Tax had been required. For such purpose, the Swiss Federal Withholding Tax shall be calculated on the full (grossed-up)

interest amount.

(ii)            The

Borrowers shall provide the Lender or any other Person assigned by the Lender with the necessary documents which are required under the

Swiss Federal Withholding Tax Statute and any applicable double taxation treaties between Switzerland and the jurisdiction of organization

of any Lender for relief from the Swiss Federal Withholding Tax.

(e)            In

connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from

time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming

Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

The Administrative Agent will promptly notify the Lead Borrower and the Lenders of the effectiveness of any Conforming Changes in connection

with the use or administration of Term SOFR.

Section 2.09      Payments.

In addition to certain fees

described in Sections 2.03(h) and (i);

(a)            Administrative

Agent Fee. The Borrowers agree to pay to the Administrative Agent, for its own account, the administrative agent fees as have been

previously agreed in writing or as may be agreed in writing from time to time, including but not limited to, those set forth in the Agent

Fee Letter.

(b)            Put

Option Premium. The Borrowers shall pay to the applicable Lenders, the Put Option Premium (as defined in the Commitment Letter) in

accordance with and at the times set forth in the Commitment Letter, which shall be paid in kind by increasing the aggregate principal

amount of New Money Term Loans of each such Lender on such date.

Payment. The Borrower shall pay to each Lender having a New Money Commitment on the Closing Date, a commitment payment in an amount

equal to 3.50% of the aggregate principal amount of the New Money Commitments of such Lender as of the Closing Date, which shall be fully

earned, due and payable on the Closing Date and shall be paid in kind by increasing the aggregate principal amount of the New Money Term

Loans of each such Lender on such date.

(62)

Section 2.10      Computation

of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate”

shall be made on the basis of a year of three hundred and sixty-five (365) days, or three hundred and sixty-six (366) days, as applicable,

and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day

year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan,

or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same

day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the

Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Section 2.11      Evidence

of Indebtedness.

(a)            The

Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by

one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c) and

proposed Treasury Regulations Section 1.163-5(a) (or, in each case, any amended or successor version), as agent for the Borrowers,

in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall

be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and

the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the

obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the

accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the

accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made

through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note payable

to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules

to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b)            [Reserved].

made in good faith by the Administrative Agent in the Register pursuant to Section 2.11(a) and (b), and by each

Lender in its account or accounts pursuant to Section 2.11(a) and (b), shall be prima facie evidence of

the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register,

each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest

error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is

incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrowers under this

Agreement and the other Loan Documents.

Section 2.12      Payments

Generally. (a) All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim,

defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to

the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s

Office in Dollars and in Same Day Funds not later than 2:00 p.m. (New York, New York time) on the dates specified herein. The Administrative

Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like

funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative Agent

after 2:00 p.m. (New York, New York time) in the case of payments in Dollars shall be deemed received on the next succeeding Business

Day and any applicable interest or fee shall continue to accrue.

(63)

(b)            If

any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following

Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that,

if such extension would cause payment of interest on or principal of Benchmark Rate Loans to be made in the next succeeding calendar

month, such payment shall be made on the immediately preceding Business Day.

the Lead Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to

the Administrative Agent hereunder, that the Borrowers or such Lender, as the case may be, will not make such payment, the Administrative

Agent may assume that the Borrowers or such Lender, as the case may be, has timely made such payment and may (but shall not be so required

to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment

was not in fact made to the Administrative Agent in Same Day Funds, then:

(i)            if

the Borrowers failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such

assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from

and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to

the Administrative Agent in Same Day Funds at the applicable Federal Funds Rate from time to time in effect; and

(ii)            if

any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same

Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to

the Borrowers to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate

per annum equal to the applicable Federal Funds Rate from time to time in effect. When such Lender makes payment to the Administrative

Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued

and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such

Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a

demand therefor upon the Borrowers, and the Borrowers shall pay such amount to the Administrative Agent, together with interest thereon

for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein

shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative

Agent or the Lead Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative

Agent to any Lender or the Lead Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive,

absent manifest error.

(d)            If

any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions

of this Article II, and such funds are not made available to the Borrowers by the Administrative Agent because the conditions

to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof,

the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e)            The

obligations of the Lenders hereunder to make Loans are several and not joint. The failure of any Lender to make any Loan or to fund any

such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such

date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.

(64)

(f)            Nothing

herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation

by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(g)            Whenever

any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full

all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents

on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in

the order of priority set forth in Section 8.03. If the Administrative Agent receives funds for application to the Obligations of

the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner

in which such funds are to be applied, the Administrative Agent may (to the fullest extent permitted by mandatory provisions of applicable

Law), but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro

Rata Share of the sum of the Outstanding Amount of all Loans outstanding at such time.

Section 2.13      Sharing

of Payments. (a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans

made by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its

ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent

of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause

such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata

with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender

under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing

Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender

the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion

of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing

Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without

further interest thereon. The Borrowers agree that any Lender so purchasing a participation from another Lender may, to the fullest extent

permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09)

with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers in the amount of such participation.

The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations

purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each

Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to

give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations

purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Notwithstanding anything

to the contrary contained herein, the provisions of the preceding Section 2.13(a) shall be subject to (x) the express

provisions of this Agreement which require, or permit, differing payments to be made to non-Defaulting Lenders as opposed to Defaulting

Lenders and (y) the express provisions of Section 3.07, which permit disproportionate payments with respect to the Loans

as, and to the extent, provided therein.

(65)

Section 2.14      [Reserved].

Section 2.15      [Reserved].

Section 2.16      [Reserved].

Section 2.17      [Reserved]..

Section 2.18      [Reserved].

Section 2.19      Defaulting

Lenders.

(a)            Adjustments.

Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time

as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(iii)            Waivers

and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this

Agreement shall be restricted as set forth in Section 10.01.

(iv)            Reallocation

of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that

Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) shall be applied at

such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by

that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing

by that Defaulting Lender to the L/C Issuer; third, [reserved]; fourth, as the Lead Borrower may request (so long as no

Default or Event of Default has occurred and is continuing), to the funding of any Loan in respect of which that Defaulting Lender has

failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined

by the Administrative Agent and the Lead Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy

obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders

or the L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the L/C Issuer against that

Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long

as no Default or Event of Default has occurred and is continuing, to the payment of any amounts owing to the Lead Borrower as a result

of any judgment of a court of competent jurisdiction obtained by the Lead Borrower against that Defaulting Lender as a result of that

Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise

directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of

any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans

or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment

shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior

to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other

amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash

Collateral pursuant to this Section 2.20(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and

each Lender irrevocably consents hereto.

(66)

(v)           Certain

Fees. That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for

any period during which that Lender is a Defaulting Lender (and the Lead Borrower shall not be required to pay any such fee that otherwise

would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its rights to receive Letter of

Credit fees as provided in Section 2.03(h).

(vi)          Reallocation

of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing

the amount of the obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant

to Section 2.03, the “Pro Rata Share” of each Non-Defaulting Lender’s L/C Obligations shall be computed

without giving effect to the L/C Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be

given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and

is continuing, and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters

of Credit shall not exceed the positive difference, if any, of (1) the L/C Commitment of that Non-Defaulting Lender minus (2) the

sum of (A) the aggregate Outstanding Amount of the Loans of that Non-Defaulting Lender under such L/C Commitments plus (B) such

Non-Defaulting Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations at such time. Subject to Section 11.19,

no reallocation hereto 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.

(b)            Defaulting

Lender Cure. If the Lead Borrower, the Administrative Agent, and each L/C Issuer agree in writing in their sole discretion that a

Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon

as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with

respect to any Cash Collateral, that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders

or take such other actions as the Administrative Agent may determine to be necessary to cause the funded and unfunded participants in

Letters of Credit to be held on a pro rata basis by the L/C Lenders in accordance with their Pro Rata Share of the L/C Commitments,

whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect

to fees accrued or payments made by or on behalf of the Lead Borrower while that Lender was a Defaulting Lender; and provided,

further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender

to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting

Lender.

Section 2.20      Borrower

Obligations Joint and Several. (a) Each Borrower hereby designates and appoints the Lead Borrower as its agent, attorney-in-fact

and legal representative on its behalf for all purposes, including issuing Committed Loan Notices; giving instructions with respect to

the disbursement of the proceeds of the Loans; paying, prepaying and reducing loans, commitments, or any other amounts owing under the

Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices, consents or other communications

hereunder or under any of the other Loan Documents; and taking all other actions (including in respect of compliance with covenants)

on behalf of any Borrower or the Borrowers under the Loan Documents. The Lead Borrower hereby accepts such appointment. The Administrative

Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the Lead Borrower on behalf of

one or more Borrowers as a notice or communication from such Borrower. Each warranty, covenant, agreement and undertaking made on behalf

of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by such Borrower and shall be binding upon

and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. Any action, notice,

delivery, receipt, acceptance, approval, rejection or any other undertaking under any of the Loan Documents to be made by the Lead Borrower

in respect of the Obligations of the Co-Borrower shall be deemed, where applicable, to be made in the Lead Borrower’s capacity

as representative and agent on behalf of each Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection

or other undertaking shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against

such Borrower to the same extent as if the same had been made directly by such Borrower.

(67)

(b)            The

Borrowers shall have joint and several liability in respect of all Obligations hereunder and under any other Loan Document to which any

Borrower is a party, without regard to any defense (other than the defense that payment in full in Same Day Funds has been made), setoff

or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance

whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable

or legal discharge of either Borrower’s liability hereunder, in bankruptcy or in any other instance, and the Obligations of the

Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right

or remedy against either Borrower or against any other person which may be or become liable in respect of all or any part of the Obligations

or against any Collateral or Guarantee therefor or right of offset with respect thereto. Each Borrower hereby acknowledges that this

Agreement is the joint and several obligation of each Borrower (regardless of which Borrower shall have delivered a Request for Credit

Extension) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been

sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower

hereunder and any of the amounts owing hereunder by such other Loan Parties in respect of such Loans, diligence, presentment, demand

of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power

or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or

against any other person under any other guarantee of, or security for, any of such amounts owing hereunder.

Article III

Taxes, Increased

Costs Protection and Illegality

Section 3.01         Taxes.

(a)            Payments

Free of Taxes. Except as provided in this Section 3.01, or as required by applicable Law, any and all payments made by

or on account of any Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any

and all present or future Taxes, excluding, in the case of each Agent and each Lender, (1) Taxes imposed on or measured by its net

income, however denominated, franchise (and similar) Taxes imposed on it in lieu of net income Taxes, and branch profits Taxes,

in each case, (i) imposed by a jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender or

Administrative Agent is organized or the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender’s

or Administrative Agent’s principal office or applicable Lending Office is located, or (ii) that are Other Connection Taxes,

(2) Taxes attributable to such Recipient’s failure to comply with Section 3.01(d), and (3) any U.S. federal

withholding Taxes imposed under FATCA (all such excluded taxes being hereinafter referred to as “Excluded Taxes”,

and all non-excluded Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party, being

hereinafter referred to as “Indemnified Taxes”). If the Loan Party or other applicable withholding agent shall be

required by any Laws to deduct or withhold any Taxes from or in respect of any sum payable under any Loan Document to any Recipient,

(i) if such Taxes are Indemnified Taxes or Other Taxes, the sum payable by such Loan Party shall be increased as necessary so that

after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under

this Section 3.01), each of such Recipient receives an amount equal to the sum it would have received had no such deductions

or withholdings been made, (ii) the applicable withholding agent shall make such deductions or withholdings, (iii) the applicable

withholding agent shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance

with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available

within thirty (30) days, as soon as possible thereafter), if the Loan Party is the applicable withholding agent, such Loan Party shall

furnish to the Agent the original or a copy of a receipt evidencing payment thereof or other evidence reasonably acceptable to the Agent.

(68)

In addition, each Borrower

(jointly and severally) agrees to pay any and all present and future stamp, transfer, sales and use, court or documentary taxes and any

other excise, property, intangible or mortgage recording taxes, or charges or levies of the same character, imposed by any Governmental

Authority, which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration

of, or otherwise with respect to, any Loan Document, including additions to tax, penalties and interest related thereto (all taxes described

in this paragraph of Section 3.01(a) being hereinafter referred to as “Other Taxes”), save for any Luxembourg

Taxes payable (i) due to the registration of a Loan Document with the Administration de l’Enregistrement et des Domaines

et de la TVA in Luxembourg when such registration is or was not required to maintain, preserve or enforce the rights of any Loan

Party under that Loan Document (as reasonably determined by such party) or (ii) in connection with any registration of a Loan Document

for the purposes of any court proceedings before a Luxembourg court or any presentation before a public authority in Luxembourg ("autorité

constituée"), except in circumstances where such registration of a Loan Document is required or ordered by the relevant

Luxembourg court or public authority in connection with any proceedings or matters pending before such court or authority;.

(b)        Indemnification

by the Borrowers.         Each Borrower (jointly and severally) and each Guarantor agrees to indemnify each

Recipient for (i) the full amount of Indemnified Taxes and Other Taxes payable by such Recipient and (ii) any reasonable expenses

arising therefrom or with respect thereto, provided such Recipient, as the case may be, provides the Lead Borrower or such Guarantor

with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts.

by the Lenders.         To the extent required by any applicable law, the Administrative Agent may withhold

from any payment to any Lender an amount equivalent to any applicable withholding tax. Each Lender shall severally indemnify the Administrative

Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes or Other Taxes attributable to such Lender

(but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without

limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with

the provisions of Section 10.07(e) relating to the maintenance of a Participant Register and (iii) any Excluded

Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document,

and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were 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. Each Lender hereby authorizes the Administrative Agent to set

off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative

Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (c).

(d)        Tax

Administration Formalities.

(69)

A.           Each

Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document

shall deliver to the requesting Loan Party and the Administrative Agent, at the time or times reasonably requested by the such Loan Party

or the Administrative Agent, such properly completed and executed documentation reasonably requested by such Loan Party or the Administrative

Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding anything to the

contrary in the preceding sentence, the completion, execution and submission of such documentation shall not be required if in the Lender’s

reasonable judgment such completion, execution or submission (1) would subject such Lender to any material unreimbursed cost or

expense (it being understood that the completion, execution and submission of any documentation no more burdensome than that required

for U.S. federal income withholding will not for purposes of this subsection (1) give rise to an exception from the preceding sentence

and shall not be considered material unreimbursed cost or expense) or (2) would materially prejudice the legal or commercial position

of such Lender (it being understood that the completion, execution and submission of the applicable IRS Form W-8 shall not give

rise to an exception from the preceding sentence or otherwise be considered prejudicial to the position of a Recipient); provided, however,

that in no event shall the Lenders be required to provide its tax returns or its calculations.

B.            Each

Recipient shall confirm whether it is entitled to receive payments under any Loan Document free from withholding under FATCA and shall

provide any documentation, forms and other information relating to its status under FATCA reasonably requested by the Loan Parties sufficient

for the Loan Parties to comply with their obligations under FATCA and to determine whether such Recipient has complied with such applicable

reporting requirements.

Each Recipient agrees that

if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form

or certification, provide such successor form, or promptly notify the Lead Borrower and the Administrative Agent in writing of its legal

inability to do so.

(e)           Designation

of Different Lending Office. If any Recipient requests compensation under Section 3.04, or requires the Borrowers or

any Loan Party to pay any Indemnified Taxes or additional amounts to any Recipient or any Governmental Authority for the account of any

Recipient pursuant to Section 3.01, then such Recipient shall (at the request of the Lead Borrower) use reasonable efforts

to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder

to another of its offices, branches or affiliates, if, in the judgment of such Recipient, such designation or assignment (i) would

eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, and (ii) would

not subject such Recipient to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Recipient. The Lead

Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient in connection with any such designation or

assignment.

(f)         Treatment

of Certain Refunds.         If any Recipient determines, in its sole discretion, that it has received a

refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by any

Loan Party pursuant to this Section 3.01, it shall promptly remit such refund to the Loan Party, net of all reasonable out-of-pocket

expenses of the Recipient, as the case may be and without interest (other than any interest paid by the relevant taxing authority with

respect to such refund net of any Taxes payable by any Recipient on such interest); provided that the Loan Parties, upon the request

of the Recipient, as the case may be, agree promptly to return such refund (plus any penalties, interest or other charges imposed

by the relevant taxing authority) to such party in the event such party is required to repay such refund to the relevant taxing authority.

Notwithstanding anything to the contrary in this paragraph (f), in no event will the Recipient be required to pay any amount to the Loan

Party pursuant to this paragraph (f) the payment of which would place the Recipient in a less favorable net after-Tax position than

the Recipient would have been in if the Taxes 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 Taxes had never been paid. This section

shall not be construed to require any Recipient to make available its tax returns (or any other information relating to Taxes that it

deems confidential) to the Borrowers or any other Person.

(70)

(g)           Survival.

Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative

Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction

or discharge of all obligations under any Loan Document.

(h)          All

amounts set forth in a Loan Document to be payable by any Loan Party to a Lender or Agent which (in whole or in part) constitute the

consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply

or supplies, and accordingly, subject to paragraph (j) below, if VAT is or becomes chargeable on any supply made by any Lender or

Agent to any Loan Party under a Loan Document and such Lender or Agent is required to account to the relevant taxing authority for the

VAT, that Loan Party shall pay to the relevant Lender or Agent (in addition to and at the same time as paying any other consideration

for such supply) an amount equal to the amount of such VAT (and such Lender or Agent shall promptly provide an appropriate VAT invoice

to such Loan Party).

(i)            If

VAT is or becomes chargeable on any supply made by any Lender or Agent (the “Supplier”) to any other Lender or Agent

(the “Recipient”) under a Loan Document, and any Loan Party other than the Recipient (the “Subject Party”)

is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than

being required to reimburse the Recipient in respect of that consideration) (i) (where the Supplier is the Person required to account

to the relevant tax authority for the VAT) the Subject 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 Recipient must (where this sub-paragraph (i) applies) promptly pay to the

Subject Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably

determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the

relevant tax authority for the VAT) the Subject Party must promptly, following demand from the Recipient, pay to the Recipient an amount

equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to

credit or repayment from the relevant tax authority in respect of that VAT.

(j)            Where

a Loan Document requires any Loan Party to reimburse or indemnify a Lender or Agent for any cost or expense, that Loan Party shall reimburse

or indemnify (as the case may be) such Lender or Agent for the full amount of such cost or expense, including such part thereof as represents

VAT, save to the extent that such Lender or Agent reasonably determines that it is entitled to credit or repayment in respect of such

VAT from the relevant tax authority.

(k)           Any

reference in paragraphs 3.01(h)-(l) 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 at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11

of 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) 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 representative member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be).

(71)

(l)            In

relation to any supply made by a Party to any other Party under a Loan Document, if reasonably requested by such Party, that other Party

must promptly provide such Party with details of that other Party’s VAT registration and such other information as is reasonably

requested in connection with such Party’s VAT reporting requirements in relation to such supply.

(m)          The

Borrowers and the Term Loan Lenders an agree that the Borrowers will report the payment of interest in accordance with the tax laws of

the applicable jurisdictions in a reasonable manner and in good faith.

Section 3.02         Illegality.

If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for

any Lender or its applicable Lending Office to make, maintain or fund Benchmark Rate Loans (whether denominated in Dollars or Euros),

then, on notice thereof by such Lender to the Lead Borrower through the Administrative Agent, any obligation of such Lender to make or

continue Benchmark Rate Loans in the affected currency or currencies shall be suspended until such Lender notifies the Administrative

Agent and the Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the

Lead Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or (I) if applicable, and such

Loans are denominated in Dollars, convert all of such Lender’s Benchmark Rate Loans to Base Rate Loans (the interest rate on which

Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference

to the Benchmark Rate component of the Base Rate) or (II) if applicable, and such Loans are denominated in Euros, to the extent

the Lead Borrower and all Appropriate Lenders agree, convert such Loans to Loans bearing interest at an alternative rate mutually acceptable

to the Lead Borrower and all of the Appropriate Lenders, in each case, either on the last day of the Interest Period therefor, if such

Lender may lawfully continue to maintain such Benchmark Rate Loans to such day, or immediately, if such Lender may not lawfully continue

to maintain such Benchmark Rate Loans; and (y) if such notice asserts the illegality of such Lender determining or charging interest

rates based upon the Benchmark Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable

to such Lender without reference to the Benchmark 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 Benchmark Rate. Upon any such

prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if

any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending

Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be

materially disadvantageous to such Lender.

Section 3.03         Inability

to Determine Rates.

Notwithstanding anything herein to

the contrary if, on or prior to the first day of any Interest Period for any SOFR Loan:

(a)           the

Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR”

cannot be determined pursuant to the definition thereof, or

(b)           the

applicable Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or

a continuation thereof that Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and

fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Required Lenders have provided notice of such

determination to the Administrative Agent, then, in each case, the Administrative Agent will promptly so notify the Lead Borrower

and each Lender.

(72)

Upon notice thereof by the Administrative Agent

to the Lead Borrower, any obligation of the applicable Lenders to make SOFR Loans, and any right of the Borrowers to continue SOFR Loans

or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods)

until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt

of such notice, (i) the Lead Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans

(to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Lead Borrower will be deemed to have converted

any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any

outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period.

Upon any such conversion, the Lead Borrower shall also pay accrued interest on the amount so converted, together with any additional

amounts required pursuant to Section 3.05. If the Administrative Agent determines (which determination shall be conclusive

and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given

day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to the “Term SOFR”

component of the definition of “Base Rate” until the Administrative Agent revokes such determination.

Section 3.04         Increased

Cost and Reduced Return; Capital Adequacy; Reserves on Benchmark Rate Loans. (a) If any Lender reasonably determines that

as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the Closing Date, or such

Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or

maintaining any Benchmark Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount

received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any

such increased costs or reduction in amount resulting from (1) Indemnified Taxes, Other Taxes or Excluded Taxes or (2) reserve

requirements contemplated by Section 3.04(c)) and the result of any of the foregoing shall be to increase the cost to such

Lender of making or maintaining the Benchmark Rate Loan (or of maintaining its obligations to make any Loan), or to reduce the amount

of any sum received or receivable by such Lender, then from time to time within fifteen (15) days after demand by such Lender setting

forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06),

the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

(b)           If

any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof,

in each case after the Closing Date, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate

of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations

hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital),

then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate

of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrowers shall

pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of

such demand.

Borrowers shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities

or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal amount of each applicable

Benchmark Rate Loan of the Borrowers equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined

by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such

Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial

regulatory authority imposed in respect of the maintenance of the Commitments or the funding of any Benchmark Rate Loans of the Borrowers

such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal

to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination

shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such

Loan, provided the Lead Borrower shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative

Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant

Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.

(73)

(d)

[Reserved].

(e)           Failure

or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of

such Lender’s right to demand such compensation.

(f)            If

any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Lead Borrower, use reasonable

efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts

are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material

economic, legal or regulatory disadvantage, and provided further that nothing in this Section 3.04(f) shall affect

or postpone any of the Obligations of the Borrowers or the rights of such Lender pursuant to Section 3.04(a), (b) or

(c).

(g)           For

purposes of this Section 3.04, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,

regulations, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines, requirements

and 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 have gone into effect after the date hereof, regardless of the date enacted, adopted or issued.

Section 3.05         [Reserved].

Section 3.06         Matters

Applicable to All Requests for Compensation. (a) Any Agent or any Lender claiming compensation under this Article III

shall deliver a certificate to the Lead Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall

be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging

and attribution methods.

(b)           With

respect to any Lender’s claim for compensation under Section 3.01, 3.02, 3.03 or 3.04, the Lead

Borrower shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to

the date that such Lender notifies the Lead Borrower of the event that gives rise to such claim; provided that, if the circumstance

giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive

effect thereof. If any Lender requests compensation by the Borrowers under Section 3.04, the Lead Borrower may, by notice

to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest

Period to another applicable Benchmark Rate Loan, or, if applicable, to convert Base Rate Loans into Benchmark Rate Loans, until the

event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall

be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

(74)

the obligation of any Lender to make or continue any Benchmark Rate Loan, or to convert Base Rate Loans into Benchmark Rate Loans, shall

be suspended pursuant to Section 3.06(b) hereof, such Lender’s applicable Benchmark Rate Loans shall be automatically

converted into Base Rate Loans (or, if such conversion is not possible, repaid) on the last day(s) of the then current Interest

Period(s) for such Benchmark Rate Loans (or, in the case of any immediate conversion required by Section 3.02, on such

earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in

Section 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:

(i)            to

the extent that such Lender’s Benchmark Rate Loans have been so converted, all payments and prepayments of principal that would

otherwise be applied to such Lender’s applicable Benchmark Rate Loans shall be applied instead to its Base Rate Loans; and

(ii)            all

Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Benchmark Rate Loans shall be made

or continued instead as Base Rate Loans (if possible), and all Base Rate Loans of such Lender that would otherwise be converted into

Benchmark Rate Loans shall remain as Base Rate Loans.

(d)           If

any Lender gives notice to the Lead Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 3.02,

3.03 or 3.04 hereof that gave rise to the conversion of any of such Lender’s Benchmark Rate Loans pursuant to this

Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time

when Benchmark Rate Loans made by other Lenders under the applicable Facility are outstanding, if applicable, such Lender’s Base

Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding

Benchmark Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Benchmark Rate

Loans under such Facility and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods)

in accordance with their respective Commitments for the applicable Facility.

Section 3.07         Replacement

of Lenders under Certain Circumstances. (a) If at any time (i) the Borrowers become obligated to pay additional amounts

or indemnity payments described in Section 3.01 or 3.04 as a result of any condition described in such Sections or

any Lender ceases to make any Benchmark Rate Loans as a result of any condition described in Section 3.02 or Section 3.04,

(ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Lead Borrower may

on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender and, in the case of clause (y) below

only, with the prior written consent of the Required Lenders; provided that such consent shall not be required in the case of

the termination of Commitments of Defaulting Lenders, (x) replace such Lender by causing such Lender to (and such Lender shall be

obligated to) assign, at par, pursuant to Section 10.07(b) (with the assignment fee to be paid by the Lead Borrower

in such instance) all of its rights and obligations under this Agreement (in respect of any applicable Facility only in the case of clause (i) or

with respect to a class vote, clause (iii)) to one or more Eligible Assignees, none of which shall constitute a Defaulting Lender;

provided that neither the Administrative Agent nor any Lender shall have any obligation to the Lead Borrower to find a replacement

Lender or other such Person; and provided further that (A) in the case of any such assignment resulting from a claim for

compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will

result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming

a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting

Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (y) terminate the Commitment

of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer in its capacity as such),

repay all Obligations of the Lead Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such

termination date and (2) in the case of an L/C Issuer, repay all Obligations of the Lead Borrower owing to such L/C Issuer relating

to the Letters of Credit issued by such L/C Issuer as of such termination date and cancel or backstop on terms and issued by an issuer

reasonably satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that in the case of any such termination

of a Non-Consenting Lender such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of

the applicable departure, waiver or amendment of the Loan Documents and such termination shall be in respect of any applicable facility

only in the case of clause (i) or with respect to a class vote,, clause (iii).

(75)

(b)          Any

Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption

with respect to such Lender’s applicable Commitment and outstanding Loans in respect thereof, and (ii) deliver any Notes evidencing

such Loans to the Lead Borrower or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall

acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans, (B) all obligations

of the Borrowers owing to the assigning Lender relating to the Loans, Commitments and participations so assigned shall be paid in full

by the assignee Lender to such assigning Lender (other than any amounts owing to the assigning Lender pursuant to Section 3.05,

which shall be paid in full by the Borrower) concurrently with such Assignment and Assumption and (C) upon such payment and, if

so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrowers, the

assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to

such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall

survive as to such assigning Lender. In connection with any such replacement, if any such Non-Consenting Lender or Defaulting Lender

does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within

five (5) Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Non-Consenting

Lender or Defaulting Lender, then such Non-Consenting Lender or Defaulting Lender shall be deemed to have executed and delivered such

Assignment and Assumption without any action on the part of the Non-Consenting Lender or Defaulting Lender.

(d)           In

the event that (i) the Lead Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver

of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires

the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a

certain Class of the Loans and (iii) the Required Lenders (or, in the case of a consent, waiver or amendment involving all

affected Lenders of a certain Class, the Required Class Lenders) have agreed (but solely to the extent required by Section 10.01)

to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting

Lender.”

Section 3.08         Survival.

All of obligations of the Lead Borrower and the Co-Borrower under this Article III shall survive termination of the Aggregate

Commitments and repayment of all other Obligations hereunder.

(76)

Article IV

Conditions

Precedent to Credit Extensions

Section 4.01         First

Credit Event. The obligation of each Lender to make Loans on the Closing Date, is subject at the time of the making of such Loans

to the satisfaction or waiver of the following conditions:

(i) Credit Agreement. This Agreement

shall have been duly executed and delivered by the Borrowers and each Closing Date Guarantor.

(ii) Security. The Security Agreement

shall have been duly executed and delivered by the OpCo Debtors.

(iii) SHC DIP Credit Agreement. (i) The

SHC DIP Credit Agreement shall have been executed and delivered (or shall be executed and

delivered substantially concurrently with the consummation of the Transactions contemplated

to occur on the Closing Date) by the SHC DIP Loan Parties party thereto the SHC DIP Administrative

Agent and the lenders party thereto, in form and substance reasonably satisfactory to the

Required Lenders, (ii) the SHC DIP Credit Agreement shall be in full force and effect

immediately after giving effect to the Transactions contemplated to occur on the Closing

Date and (iii) no “Default” or “Event of Default” (each as defined

in the SHC DIP Credit Agreement) shall have occurred and be continuing, in each case, immediately

after giving effect to the Transactions contemplated to occur on the Closing Date.

(iv) Organization Documents. The Administrative

Agent shall have received (i) a copy of the Organization Documents, including all amendments

thereto, of each Borrower, certified, if applicable, as of a recent date by the Secretary

of State of the state of its organization or similar Governmental Authority, and a certificate

as to the good standing or comparable certificate under applicable law (where relevant) of

each Borrower as of a recent date, from such Secretary of State or similar Governmental Authority,

including with respect to the Lead Borrower (A) a certificate of non-registration of

judicial decisions or of administrative dissolution without liquidation (certificat de

non inscription d'une décision judiciaire ou de dissolution administrative sans liquidation)

delivered by the Luxembourg Insolvency Register (Reginsol, Registre de l'Insolvabilité)

held and maintained by the RCS in respect of the Lead Borrower, dated no earlier than one

(1) Business Day prior to the Closing Date, certifying that, as of the date of the day

immediately preceding such certificate, that Lead Borrower has not been declared bankrupt

(en faillite), and that it has not applied for administrative dissolution without

liquidation (dissolution administrative sans liquidation), reprieve from payment (sursis

de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire),

such other proceedings listed at Article 13, items 4 to 12, 16 and 17 of the Luxembourg

Act dated December 19, 2002 on the Register of Commerce and Companies, on Accounting

and on Annual Accounts of the Companies (as amended from time to time), (B) an excerpt

(extrait) from the RCS pertaining to the Lead Borrower, dated no earlier than one

(1) Business Day prior to the Closing Date, and (ii) a certificate of the Secretary

or Assistant Secretary or other Responsible Officer under applicable law of each Borrower

dated the Closing Date and certifying (where relevant) (A) that attached thereto is

a true and complete copy of the Organization Documents of such Borrower as in effect on the

Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly

adopted by the board of directors or board of managers (or equivalent governing body) of

such Borrower authorizing the execution, delivery and performance of the Loan Documents to

which such Person is a party and the granting of Liens to secure the Loan Parties’

Obligations hereunder, and, in the case of the Borrowers, the borrowings hereunder, and that

such resolutions have not been modified, rescinded or amended and are in full force and effect,

date of the last amendment thereto shown on the certificate of good standing or comparable

certificate under applicable law furnished pursuant to clause (i) above, (D) as

to (if applicable) the incumbency and specimen signature of each Responsible Officer executing

any Loan Document on behalf of such Borrower and countersigned by another officer or manager

as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable

officer under applicable law executing the certificate pursuant to clause (ii) above,

(E) if required by the articles of association or laws of the jurisdiction of its incorporation

or organization of any Borrower (if applicable) or in the context of any pledge of shares

granted over the shares in the capital in any Borrower, a copy of a resolution of the general

meeting or a resolution in writing signed by all the holders of the issued shares (if applicable)

of that company, (F) if applicable, a copy of a resolution signed by the supervisory

board of the relevant Borrower, and (G) such other matters that are customarily included

in a certificate of this nature in the jurisdiction of its incorporation or organization.

(77)

(v) Fees, Etc. Subject to the terms

of the applicable DIP Order, all fees, premiums, payments, reasonable costs and expenses

(including, without limitation, reasonable and documented legal fees and expenses) and other

compensation contemplated hereby, payable to the Agents (including pursuant to the Agent

Fee Letter), the Lenders (including pursuant to Section 2.09), or otherwise payable

in respect of the Transactions, in each case, shall have been paid (or shall be paid substantially

concurrently with the consummation of the Transactions on the Closing Date) to the extent

due and payable on the Closing Date.

(vi) USA PATRIOT Act. The Administrative

Agent shall have received (on or prior to the Closing Date) all documentation and other information

required by regulatory authorities with respect to the Borrowers reasonably requested in

writing at least five (5) Business Days prior to the Closing Date by the Administrative

Agent under applicable “know your customer” and anti-money laundering rules and

regulations, including without limitation the USA PATRIOT Act.

(vii) Restructuring Transaction Related

Deliverables.

(i)            The

Interim DIP Order (A) shall have been entered by the Bankruptcy Court in the Chapter 11 Cases not later than four (4) calendar

days after the Petition Date, (B) shall be in full force and effect, and (C) shall not have been vacated, reversed, stayed,

modified or amended in any respect without the prior written consent of the Required Lenders;

(ii)            The

SHC Interim DIP Order (A) shall have been entered by the Bankruptcy Court in the Chapter 11 Cases not later than four (4) calendar

days after the Petition Date, (B) shall be in full force and effect, and (C) shall not have been vacated, reversed, stayed

modified or amended in any respect without the prior written consent of the Required Lenders;

(78)

(iii)            The

Loan Parties shall have delivered to the Ad Hoc Group’s Advisors the Initial Budget, in the form of Annex I or any other form which

shall be in form and substance acceptable to the Required Lenders;

(iv)            The

Interim DIP Order shall be effective to create, in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid,

binding, enforceable, non-avoidable, and automatically and fully perfected Liens on, and security interests in, the Collateral of the

OpCo Debtors, to the extent required by the Interim DIP Order and with the priority set forth therein;

(v)            The

Administrative Agent shall have received (i) an acknowledgment of senior liens from the Prepetition OpCo Agent and the Prepetition

Superpriority Agent and (ii) an amendment to the Prepetition OpCo Credit Agreement executed by the Lenders party thereto and Prepetition

Superpriority Credit Agreement providing for the payment subordination of the Prepetition OpCo Secured Obligations to the Obligations

under this Agreement; and

(vi)            The

Closing Date shall have occurred on or before the date that is three (3) Business Days after the date of the entry of the Interim

DIP Order.

Section 4.02         All

Credit Events. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting

only a conversion of Loans to the other Type, or a continuation of Benchmark Rate Loans) is subject to the following conditions precedent:

(a)           The

representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and

correct in all material respects (except to the extent such representation or warranty is qualified by “materiality” or “Material

Adverse Effect”, in which case such representation or warranty shall be true and correct in all respects) on and as of the date

of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties

expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

(b)          No

Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom,

in each case, that has not been cured or waived.

Administrative Agent shall have received a Committed Loan Notice in respect of the requested Borrowing in accordance with the requirements

hereof.

(d)          Other

than with respect to the Credit Extension on the Closing Date, the Bankruptcy Court shall have entered the Final DIP Order, which shall

have been entered no later than thirty-five (35) days after the Petition Date and which shall be in full force and effect and shall not

have been reversed, vacated or stayed, and shall not have been amended, supplemented or otherwise modified without the prior written

consent of the Required Lenders;

(e)            [reserved];

(f)            [reserved];

(g)           The

Administrative Agent, for the benefit of the Secured Parties, shall have valid, binding, enforceable, non-avoidable, and automatically

and fully and perfected Liens on, and security interests in, the Collateral (subject to the exceptions set forth in this Agreement and

the other Loan Documents), in each case, having the priorities set forth in the DIP Orders and subject only to Prior Liens and the payment

in full in cash of any amounts due under the Carve Out; and

(79)

(h)           The

Restructuring Support Agreement is in full force and effect, and no breach, default or event of default shall have occurred and be continuing

thereunder.

Each Request for Credit Extension (other than

a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Benchmark Rate Loans) submitted

by the Lead Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and

(b) have been satisfied on and as of the date of the applicable Credit Extension.

For purposes of determining compliance with the

conditions specified in Sections 4.01 and 4.02 on the Closing Date, each Lender that has signed or authorized the signing of this Agreement

shall be deemed to have been satisfied with each document or other matter under Sections 4.01 and 4.02 that is required to be acceptable

or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing

Date specifying its objection thereto.

Article V

Representations

and Warranties

Holdings, the Borrowers and

each of the other Loan Parties party hereto represent and warrant to the Agents and the Lenders on the Closing Date that:

Section 5.01         Existence,

Qualification and Power; Compliance with Laws. Each OpCo Debtor is a debtor in the Chapter 11 Cases. Each Loan Party and each

Restricted Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction

of its incorporation or organization (to the extent such concept exists in such jurisdiction), (b) has all requisite power and authority

to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute,

deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing

(to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation

of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs and

injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently

conducted; except, in each case referred to in clause (a) (other than with respect to each Borrower), (b)(i) (other than

with respect to each Borrower), (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a

Material Adverse Effect.

Section 5.02         Authorization;

No Contravention. Subject to entry of the DIP Orders, the execution, delivery and performance by each Loan Party of each Loan

Document to which such Person is a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other

powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene

the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of,

or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) any

Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person (other than the DIP

Orders, the Restructuring Support Agreement and the Chapter 11 Plan)or (y) any material order, injunction, writ or decree of any

Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate any material Law;

except with respect to any conflict, breach, contravention or payment (but not the creation of any Lien) referred to in clause (ii)(x),

to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

(80)

Section 5.03         Governmental

Authorization; Other Consents. (a) Subject to entry of the DIP Orders, no material approval, consent, exemption, authorization,

or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection

with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document,

or for the consummation of the Transactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral

Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof)

or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect

of the Collateral pursuant to the Collateral Documents, except for (i) filings and registrations necessary to perfect, as applicable,

the Liens or register the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents,

exemptions, authorizations, actions, notices and filings which have been (or, within the applicable period set out in the relevant Collateral

Document, will be) duly obtained, taken, given or made and are or (within such applicable period will be) in full force and effect (except

to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee

Requirement) and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of

which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

(b)          Any

Luxembourg Loan Party has carried out its activities and will continue to carry out its activities in a manner which complies with all

relevant regulatory requirements regarding activities of the financial sector and in a manner which does not require it to be authorized

under the Luxembourg Act, dated April 5, 1993, on the financial sector, as amended.

Section 5.04         Binding

Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is a party thereto.

Subject to entry of the DIP Orders, this Agreement and each other Loan Document constitute legal, valid and binding obligations of such

Loan Party, enforceable against each Loan Party that is a party thereto in accordance with its terms, except as such enforceability may

be limited by (i) the DIP Orders, (ii) the need for filings, registrations and, with respect to Collateral owned by Foreign

Loan Parties, any other perfection steps necessary to create or perfect or register the Liens on the Collateral granted by the Loan Parties

that are not SHC Debtors in favor of the Secured Parties and (iii) the effect of and restrictions under foreign Laws, rules and

regulations as they relate to pledges, if any, of Equity Interests in Foreign Loan Parties, intercompany Indebtedness owed by Foreign

Loan Parties and any Collateral of Foreign Loan Parties.

Section 5.05         Financial

Statements; No Material Adverse Effect. (a) The Annual Financial Statements and the Quarterly Financial Statements fairly

present in all material respects the financial condition of Trinseo PLC and its Subsidiaries as of the dates thereof and the results

of operations for the periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, (A) except

as otherwise expressly noted therein and (B) subject, in the case of the Quarterly Financial Statements, to changes resulting from

normal year-end adjustments and absence of footnotes.

(b)           [Reserved].

(d)           Since

the execution of the Restructuring Support Agreement, there has been no event or circumstance, either individually or in the aggregate,

that has had or could reasonably be expected to have a Material Adverse Effect.

(81)

Section 5.06         Litigation.

Except the commencement of the Chapter 11 cases, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge

of the Lead Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any

the Lead Borrower or any of its Restricted Subsidiaries against any of their properties or revenues that either individually or in the

aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.07         Ownership

of Property; Liens. (a) The Lead Borrower and each of its Restricted Subsidiaries has good record title to, or valid leasehold

interests in, or easements or other limited property interests in (in each case, to the extent applicable in the jurisdiction in which

such Real Property is located), all Real Property necessary in the ordinary conduct of its business, free and clear of all Liens except

as set forth on Schedule 5.07 hereto and except for minor defects in title that do not materially interfere with its ability to

conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except

where the failure to have such title, interest, easement or other limited property interest could not reasonably be expected to have,

individually or in the aggregate, a Material Adverse Effect.

(b)            [Reserved].

Section 5.08         Environmental

Matters. Except as disclosed in Schedule 5.08(a) or except as could not reasonably be expected to have, individually

or in the aggregate, a Material Adverse Effect:

(i) each Loan Party is in compliance with all

applicable Environmental Laws, and has obtained, and is in compliance with, all Environmental

Permits required of any of them under applicable Environmental Laws;

(ii) there are no claims, proceedings, investigations

or actions by any Governmental Authority or other Person pending, or to the knowledge of

the Lead Borrower, threatened in writing, under any Environmental Law or to revoke, suspend

or modify any Environmental Permit held by any of the Loan Parties under applicable Environmental

Laws;

(iii) none of the Loan Parties has agreed to

assume or accept responsibility, by contract or otherwise, for any Environmental Liability

of any other Person; and

(iv) there are no facts, circumstances or conditions

relating to the past or present business or operations of any of the Loan Parties or any

of their respective predecessors (including the disposal of any wastes, hazardous substances

or other materials), or to any Real Property at any time owned, leased or operated by any

of them, that could reasonably be expected to give rise to any Environmental Liability on

the part of the Loan Parties.

Section 5.09         Taxes.

Subject to applicable bankruptcy law, the terms of the DIP Orders and any required approval or order by the Bankruptcy Court, except

as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each of the Loan

Parties and their Subsidiaries have filed all returns, statements, forms and reports for taxes (for purposes of this Section, “Returns”)

required to be filed, and the Returns accurately reflect all liability for taxes of the Loan Parties and their Subsidiaries as a whole

for the periods covered thereby, except to the extent that such filing is stayed by the commencement of the Chapter 11 Cases. Except

as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each of the Loan

Parties and their Subsidiaries have paid all taxes levied or imposed upon them or their properties that are due and payable (including

in their capacity as a withholding agent), except (i) to the extent that such payment is stayed by the commencement of the Chapter

11 Cases or (ii) those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate

reserves have been provided in accordance with GAAP if such contest shall have the effect of suspending enforcement or collection of

such taxes. There is no action, suit, proceeding, investigation, audit, or claim now pending or, to the best knowledge of the Loan Parties

or any of their Subsidiaries, threatened by any authority regarding any taxes relating to the Loan Parties or any of their Subsidiaries,

nor is there any proposed Tax deficiency or assessment known to any Loan Parties against the Loan Parties that would, if made, individually

or in the aggregate, have a Material Adverse Effect.

(82)

Section 5.10         ERISA

Compliance. (a) Except as could not, either individually or in the aggregate, reasonably be expected to result in a Material

Adverse Effect, each Pension Plan is in compliance in form and operation with its terms and with the applicable provisions of ERISA,

the Code and all other applicable Laws and regulations.

(b)            (i) No

ERISA Event has occurred during the five year period prior to the date on which this representation is made or deemed made; (ii) no

Loan Party, Restricted Subsidiary or ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA

with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iii) no Loan Party,

Restricted Subsidiary or 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 or 4243 of ERISA with

respect to a Multiemployer Plan; and (iv) no Loan Party, Restricted Subsidiary or ERISA Affiliate has engaged in a transaction that

could reasonably be expected to be subject to Sections 4069 or 4212(c) of ERISA; except, with respect to each of the foregoing clauses

(i) through (iv) of this Section 5.10(b), as could not reasonably be expected, individually or in the aggregate,

to result in a Material Adverse Effect.

as could not reasonably be expected to result in a Material Adverse Effect: (i) each Foreign Pension Plan maintained or administered

by a Loan Party or a Restricted Subsidiary has been maintained in compliance with its terms and with the requirements of any and all

applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory

authorities; (ii) all contributions required to be made by a Loan Party or a Restricted Subsidiary with respect to a Foreign Pension

Plan have been timely made and the Loan Parties and Restricted Subsidiaries have not incurred any obligation in connection with the termination

of, or withdrawal from, any Foreign Pension Plan; and (iii) each Foreign Pension Plan maintained or administered by the Loan Party

or a Restricted Subsidiary is funded to the extent required by Law or otherwise to comply with the requirements of any material Law applicable

in the jurisdiction in which such Foreign Pension Plan is maintained.

Section 5.11         Subsidiaries;

Equity Interests. As of the Closing Date, (a) the Loan Parties (other than Holdings) are direct and indirect wholly-owned

Subsidiaries of Holdings and (b) the Co-Borrower is a wholly-owned Subsidiary of Holdings. All of the outstanding Equity Interests

owned by the Loan Parties in such Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party

in such Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any

Lien that is permitted under Section 7.01

Section 5.12         Margin

Regulations; Investment Company Act. (a) No Borrower is engaged nor will it engage, principally or as one of its important

activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin

Stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for any purpose that violates Regulation

(83)

(b)           None

of the Borrowers or any other Loan Party is, or is required to be, registered as an “investment company” under the Investment

Company Act of 1940.

Section 5.13         Disclosure.

To the best knowledge of the Lead Borrower, no report, financial statement, certificate or other written information furnished by or

on behalf of any Loan Party (other than projected financial information, pro forma financial information and information of a

general economic or industry nature) to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation

of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when

taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein

(when taken as a whole), in the light of the circumstances under which they were made, not materially misleading. With respect to projected

financial information and pro forma financial information, the Lead Borrower represents that such information was prepared in

good faith based upon assumptions believed to be reasonable at the time of preparation of such materials; it being understood that such

projections may vary from actual results and that such variances may be material.

Section 5.14         Labor

Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are

no strikes or other labor disputes against the Lead Borrower or any of its Restricted Subsidiaries pending or, to the knowledge of such

Loan Party, threatened in writing; (b) hours worked by and payment made to employees of the Lead Borrower or any of its Restricted

Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Laws dealing with such matters; and (c) all

payments due from the Lead Borrower or any of its Restricted Subsidiaries on account of employee health and welfare insurance have been

paid or accrued as a liability on the books of the relevant party.

Section 5.15         Intellectual

Property; Licenses, Etc.. The Lead Borrower and its Restricted Subsidiaries own, license or possess the right to use all

of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, technology, domain names, software,

trade secrets, know-how database rights, design rights and other intellectual property rights (collectively, “IP Rights”)

that are reasonably necessary for the operation of their respective businesses as currently conducted, and such IP Rights do not conflict

with the rights of any Person, except to the extent such conflicts, either individually or in the aggregate, could not reasonably be

expected to have a Material Adverse Effect. To the knowledge of the Lead Borrower, no use of IP Rights, advertising, product, process,

method, substance, part or other material used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses

as currently conducted infringes upon any rights held by any Person except for such infringements, individually or in the aggregate,

which could not reasonably be expected to have a Material Adverse Effect. No claim, accused infringements or litigation regarding any

of the IP Rights is pending or, to the knowledge of the Lead Borrower, threatened in writing against any Loan Party or any of its Restricted

Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.16         [Reserved].

Section 5.17         Subordination

of Junior Financing. The Obligations are “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior

Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Junior Financing Documentation.

(84)

Section 5.18         Collateral

Documents.

(a)           Subject

to, and upon entry of, the DIP Orders, the DIP Orders and the other Collateral Documents, together with such filings and other actions

required to be taken hereby or by the applicable Collateral Documents with respect to any Loan Parties that are not SHC Debtors (and

subject to the effect of and applicable restrictions under foreign Laws, rules and regulations as they relate to pledges, if any,

of Equity Interests in Foreign Loan Parties, intercompany Indebtedness owed by Foreign Loan Parties and any Collateral of Foreign Loan

Parties, and subject to other perfection requirements specifically set out in the Collateral Documents), are effective to create in favor

of the Administrative Agent for the benefit of the Secured Parties, a legal, valid, enforceable, non-avoidable and automatically and

fully perfected security interest in the Collateral described therein and pledged under the Loan Documents and the DIP Orders, in each

case, to the extent required by the Loan Documents and the DIP Orders, having the priorities set forth in the DIP Orders and subject

only to the Carve-Out, Prior Liens and other exceptions set forth in the DIP Orders and the Loan Documents. Upon entry of the DIP Orders,

the Administrative Agent shall have a legal, valid, enforceable, non-avoidable and automatically and fully perfected security interest

in all right, title and interest in the Collateral of the SHC Debtors, as security for the Obligations, to the extent required by the

DIP Orders, having the priorities set forth in the DIP Orders and subject only to the Carve-Out, Prior Liens and other exceptions set

forth in the DIP Orders.

(b)           Pursuant

to and to the extent provided in the DIP Orders, no filing or other action will be necessary to perfect or protect such Liens and security

interests.

to and to the extent provided in the DIP Orders, the Obligations of the OpCo Debtors under this Agreement will constitute allowed superpriority

administrative expense claims in the Chapter 11 Cases under section 364(c) of the Bankruptcy Code, having priority over all administrative

expense claims and unsecured claims against such OpCo Debtors now existing or hereafter arising, of any kind whatsoever, including, without

limitation, all administrative expense claims of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code on

a joint and several basis and all superpriority administrative expense claims granted to any other Person, subject only to the Carve-Out

and other exceptions set forth in the DIP Orders, which claims shall have recourse to all of the OpCo Debtors’ assets.

Section 5.19         Centre

of Main Interest. For the purposes of the Insolvency Regulation, the centre of main interest (as that term is used in Article 3(1) of

the Insolvency Regulation) of each Holdco, each Borrower and each of their Restricted Subsidiaries that is formed or incorporated in

a jurisdiction within the European Union is situated in the jurisdiction of its registered office and it has no “establishment”

(as that term is used in Article 2(10) of the Insolvency Regulation) in any other jurisdiction.

Section 5.20         Pensions

Act. (a) Neither the Lead Borrower nor any of its Restricted Subsidiaries is or has been an employer (for the purposes

of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as

defined in the Pension Schemes Act 1993 as amended).

(b)           Neither

the Lead Borrower nor any of its Restricted Subsidiaries is or has been “connected” with or an “associate” of

(as those terms are used in sections 39 and 43 of the Pensions Act 2004) such an employer.

Section 5.21         Commercial

Benefit. Each Loan Party acknowledges that the entry into and performance by such Loan Party of its obligations under the Loan

Documents to which it is a party is for such Loan Party’s commercial benefit.

Section 5.22         USA

Patriot Act, Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions .

(a) To the extent applicable, each of Holdings and its Subsidiaries is in compliance, in all material respects, with (i) the

Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31

CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto and (ii) the USA Patriot

Act and AML Laws.

(85)

(b)            Holdings

and its Subsidiaries, their respective directors and officers, and to the knowledge of Holdings or its Subsidiaries, their respective

employees and agents, have conducted their businesses in compliance with Anti-Corruption Laws in all material respects. No part of the

proceeds of the Loans (or any Letter of Credit) will be used by Holdings or its Subsidiaries, directly or, to its knowledge, indirectly,

for any offer, payment, promise to pay, or authorization or approval of the payment or giving of money or anything else of value to any

governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting

in an official capacity, in order to obtain, retain or direct any improper business advantage, in violation in any material respect of

any Anti-Corruption Laws.

of Holdings or its Subsidiaries will directly or, to the knowledge of Holdings or such Subsidiary, indirectly, use the proceeds of the

Loans (or any Letters of Credit) in violation of applicable Sanctions or otherwise knowingly make available such proceeds to any Person

for the purpose of financing the activities or business of or with any Sanctioned Person, or in any Sanctioned Country, except to the

extent licensed, exempted or otherwise approved by a competent governmental body responsible for enforcing such Sanctions, (ii) none

of Holdings, any Subsidiary or to the knowledge of Holdings or such Subsidiary, their respective directors, officers or employees or,

to the knowledge of either Borrower, any controlled Affiliate of Holdings, either Borrower or their respective Subsidiaries that will

act in any capacity in connection with or benefit from any Facility, is a Sanctioned Person and (iii) none of Holdings, its Subsidiaries

or, to the knowledge of Holdings or such Subsidiary, their respective directors, officers and employees are in violation of applicable

Sanctions in any material respect.

(d)            The

representations and warranties given in this Section 5.22 shall only be given by any Loan Party and apply to any Loan Party

to the extent that giving of and complying with such representations and warranties does not result in a violation of or conflict with

or does not expose any Loan Party to any liability under the Council Regulation (EC) 2271/96 or any similar anti-boycott laws or regulations.

Section 5.23         Luxembourg

Specific Representations. (i) Each Luxembourg Loan Party is in full compliance with all requirements of the Luxembourg Act

dated May 31, 1999 on the domiciliation of companies, as amended from time to time and all related regulations and (ii) the

head office (administration centrale), the place of effective management (siège de direction effective) and (for

the purposes of the Insolvency Regulation) the center of main interests (centre des intérêts principaux) of each

Luxembourg Loan Party in Luxembourg is located at the place of its registered office (siège statutaire) in Luxembourg.

Section 5.24         Budget;

Variance Report. The Initial Budget, each Approved Budget and each Updated Budget is based upon good faith estimates and assumptions

believed by management of the Borrowers to be reasonable at the time made, in light of the circumstances under which they were made,

it being recognized by the Administrative Agent and the Lenders that such financial information as it relates to future events is not

to be viewed as fact, such financial information as it relates to future events are subject to uncertainties and contingencies, many

of which are beyond the Borrowers’ control, no assurance can be given that such financial information as it relates to future events

will be realized and that actual results during the period or periods covered by such financial information may differ from the projected

results set forth therein and such differences may be material. From and after the delivery of any Variance Report in accordance with

this Agreement, such Variance Report shall be true, complete and correct in all material respects and fairly represent in all material

respects the results of operations of the Borrowers and their Subsidiaries for the period covered thereby and in the detail to be covered

thereby.

(86)

Section 5.25         Orders.

Prior to the entry of the Final DIP Order, the Interim DIP Order is in full force and effect and has not been vacated, reversed or rescinded,

amended or modified without the prior written consent of the Required Lenders, and no appeal of such Interim DIP Order has been timely

filed or, if timely filed, no stay pending such appeal is currently effective. After entry of the Final DIP Order, such Final DIP Order

is in full force and effect and has not been vacated, reversed or rescinded, amended or modified without the prior written consent of

the Required Lenders, and no appeal of such Final DIP Order has been timely filed or, if timely filed, no stay pending such appeal is

currently effective.

Section 5.26         Bankruptcy

Matters.

(i) The Chapter 11 Cases

were validly commenced on the Petition Date, and (x) proper notice under the circumstances of the motion seeking approval of the

Loan Documents and entry of the DIP Orders was given, and (y) the hearing for the approval of the Interim DIP Order has been held

by the Bankruptcy Court.

(ii) After

the entry of the DIP Orders, the Obligations will constitute DIP Superpriority Claims and the liens securing the Obligations shall be

senior secured, valid, enforceable, and automatically and properly perfected priming liens on the Collateral, having the priorities set

forth in the DIP Orders, subject in all respects to the Carve-Out, Prior Liens, and other exceptions set forth in the DIP Orders, Prior

Liens and the Loan Documents.

Article VI

Affirmative

Covenants

So long as any Lender shall

have any Commitment hereunder, any Loan or other Obligation (other than contingent indemnification obligations as to which no claim has

been asserted) hereunder which is accrued and payable shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding

(unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably

satisfactory to the applicable L/C Issuer is in place), then from and after the Closing Date, the Lead Borrower shall, and shall (except

in the case of the covenants set forth in Sections 6.01, 6.02 and 6.16) cause each of its Restricted Subsidiaries

to:

Section 6.01         Financial

Statements. (a) [reserved];

(b)            Deliver

to the Administrative Agent for prompt further distribution to each Lender, within forty-five (45) days after the end of each fiscal

quarter of each fiscal year of Parent completed after the Closing Date, a consolidated statements of cash flows for such fiscal quarter,

certified by a Responsible Officer of Parent or a Borrower as to the best of his or her knowledge, fairly presenting in all material

respects the financial condition, results of operations, stockholders’ equity and cash flows of Parent and its Subsidiaries in

accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;

to the Administrative Agent for prompt further distribution to each Lender, within thirty (30) days after the end of each month of each

fiscal quarter of Parent completed after the Closing Date, a consolidated balance sheet of Parent and its Subsidiaries as at the end

of such month and the related consolidated statements of income or operations for such month, certified by a Responsible Officer of Parent

or a Borrower as to the best of his or her knowledge, fairly presenting in all material respects the financial condition, results of

operations, stockholders’ equity and cash flows of Parent and its Subsidiaries in accordance with GAAP, subject only to normal

year-end audit adjustments and the absence of footnotes.

(87)

Notwithstanding the foregoing,

the obligations in this Section 6.01 may be satisfied with respect to financial information of the Parent and its Subsidiaries by

furnishing the Parent’s (or any parent’s) Form 10-K or 10-Q, as applicable, filed with the SEC.Documents required to

be delivered pursuant to this Section 6.01 and Section 6.02(b) and (c) may be delivered electronically

and if so delivered, shall be deemed to have been delivered on the date (i) on which any parent (or the Lead Borrower) posts such

documents, or provides a link thereto on the website on the Internet at the website address listed on Schedule 10.02; or (ii) on

which such documents are posted on the Lead Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to

which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative

Agent); provided that: (i) upon written request by the Administrative Agent, the Lead Borrower shall deliver paper copies

of such documents (which may be electronic copies delivered via electronic mail) to the Administrative Agent for further distribution

to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Lead Borrower

shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide

to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be

solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative

Agent and maintaining its copies of such documents.

Section 6.02         Certificates;

Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender:

(i) [reserved];

(ii) [reserved];

(iii) [reserved];

(iv) [reserved]; and

(v) promptly, such additional information regarding

the business, legal, financial or corporate affairs of the Loan Parties, or compliance with

the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative

Agent may from time to time reasonably request.

Section 6.03         Notices.

Promptly after a Responsible Officer of any Loan Party has obtained actual knowledge thereof, notify the Administrative Agent for prompt

further notification to each Lender:

(i) of the occurrence of any Default ;

(ii) of the occurrence of an ERISA Event which

could reasonably be expected to result in a Material Adverse Effect; and

(iii) of the filing or commencement of, or

any written threat or written notice of intention of any person to file or commence, any

action, suit, litigation or proceeding, whether at law or in equity by or before any Governmental

Authority, against the Lead Borrower or any other Loan Party that could in each case reasonably

be expected to result in a Material Adverse Effect.

(88)

Each notice pursuant to this

Section shall be accompanied by a written statement of a Responsible Officer of the Lead Borrower (x) that such notice is being

delivered pursuant to Section 6.03(a), (b) or (c) (as applicable) and (y) setting forth details

of the occurrence referred to therein and stating what action the Lead Borrower or the respective Loan Party has taken and proposes to

take with respect thereto.

Section 6.04         Payment

of Taxes. Subject to applicable bankruptcy law, the terms of the DIP Orders and any required approval or order by the Bankruptcy

Court, pay, discharge or otherwise satisfy, as the same shall become due and payable in the normal conduct of its business, all its obligations

and liabilities in respect of taxes imposed upon it or upon its income or profits or in respect of its property, except, in each case,

to the extent (i) any such Tax is being contested in good faith and by appropriate proceedings for which appropriate reserves have

been established in accordance with GAAP, (ii) such payment is stayed by the commencement of the Chapter 11 Cases or (iii) or

the failure to pay or discharge would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 6.05         Preservation

of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of

the jurisdiction of its organization except (x) in a transaction permitted by Section 7.04 or 7.05 and (y) any

Restricted Subsidiary may merge, amalgamate or consolidate with any other Restricted Subsidiary and (b) take all reasonable action

to maintain all rights, privileges (including its good standing where applicable in the relevant jurisdiction), permits, licenses and

franchises necessary or desirable in the normal conduct of its business, except, in the case of (a) (other than with respect to

either Borrower) or (b) to the extent that failure to do so could not reasonably be expected to have, individually or in the aggregate,

a Material Adverse Effect or pursuant to a transaction permitted by Section 7.04 or 7.05 or clause (a) (y) of

this Section 6.05.

Section 6.06         Maintenance

of Properties. Except (i) if the failure to do so could not reasonably be expected to have, individually or in the aggregate,

a Material Adverse Effect or (ii) for Dispositions permitted by Section 7.05 (a) maintain, preserve and protect

all of its material tangible properties and equipment necessary in the operation of its business in as good a working order, repair and

condition, as they were in on the date hereof, ordinary wear and tear excepted and fire, casualty or condemnation excepted, (b) make

all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance

with prudent industry practice and in the normal conduct of its business, and (c) maintain or renew all of its registered or issued

intellectual property.

Section 6.07         Maintenance

of Insurance.

(a)            Generally.

Maintain, with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss

or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts

(after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses

as the Lead Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons.

(b)            Requirements

of Insurance. (i) All such insurance shall (other than for any German Loan Party) name the Collateral Agent as mortgagee (in

the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) or loss payee

(in the case of property insurance), as applicable and (ii) with respect to any German insurance contract or policy of a German

Loan Party, a German Loan Party shall not agree on a cancellation, material reduction in amount or material change in coverage thereof

that is adverse to the interests of any Agent or the Lenders without providing the Administrative Agent with a written notice ten (10) days

prior to effecting such cancellation, material reduction on amount or material change in coverage setting out in detail what the

cancellation, material reduction on amount or material change in coverage will be; provided that if the Administrative Agent does

not notify the relevant German Loan Party within ten (10) days after having received such notice that it objects the action contemplated

in the notice, such German Loan Party may agree on such cancellation, material reduction or material change.

(89)

(d)            If

the Lead Borrower or any of its Subsidiaries shall fail to maintain insurance in accordance with this Section 6.07, or if

the Lead Borrower or any of its Subsidiaries shall fail to so endorse and deposit all policies or certificates with respect thereto,

the Administrative Agent shall have the right (but shall be under no obligation) to procure such insurance and the Lead Borrower and

its Subsidiaries jointly and severally agree to reimburse the Administrative Agent for all costs and expenses of procuring such insurance.

The provisions of this Section 6.07 shall be deemed supplemental to, but not duplicative of, the provisions of any Collateral

Documents that require the maintenance of insurance.

Section 6.08         Compliance

with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable

to it or to its business or property, except, in each case, if the failure to comply therewith could not reasonably be expected to have,

individually or in the aggregate, a Material Adverse Effect.

Section 6.09         Books

and Records. Maintain proper books of record and account, in which entries that are full, true and correct in all material respects

and are in conformity with GAAP consistently applied and which reflect all material financial transactions and matters involving the

assets and business of the Lead Borrower or a Restricted Subsidiary, as the case may be (it being understood and agreed that certain

Foreign Subsidiaries maintain individual books and records in conformity with generally accepted accounting principles in their respective

countries of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder).

Section 6.10         Inspection

Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any

of such Loan Party’s or such Restricted Subsidiary’s properties, to examine such Person’s corporate, financial and

operating records, and make copies thereof or abstracts therefrom, and to discuss such Person’s affairs, finances and accounts

with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures),

all at the reasonable expense of the Lead Borrower and at such reasonable times during normal business hours and as often as may be reasonably

desired, upon reasonable advance notice to the Lead Borrower; provided that only the Administrative Agent on behalf of the Lenders

may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall

not exercise such rights more often than two (2) times during any calendar year and only one (1) such time shall be at the

Lead Borrower’s expense; provided further that when an Event of Default has occurred and is continuing, the Administrative

Agent (or any of its representatives or independent contractors), on behalf of itself and the Lenders, may do any of the foregoing at

the expense of the Lead Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent

shall give the Lead Borrower the opportunity to participate in any discussions with the Lead Borrower’s independent public accountants.

Notwithstanding anything to the contrary in this Section 6.10, none of the Lead Borrower or any of its Restricted Subsidiaries

shall be required to disclose, or permit the inspection, examination or making copies or abstracts of, or discussion of, any document,

information or other matter that (i) 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 Law or any binding agreement or (iii) is subject to attorney client or similar privilege or constitutes attorney work-product.

(90)

Section 6.11         Additional

Collateral; Additional Guarantors. Subject to Section 6.18, at the Borrowers’ expense, subject to the limitations

and exceptions of this Agreement, including, without limitation, the provisions of the Collateral and Guarantee Requirement and any applicable

limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent or the Collateral

Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including always ensuring that the Obligations

are secured by a first-priority security interest in all Collateral.

Section 6.12         Compliance

with Environmental Laws. (a) Except, in each case, to the extent that the failure to do so could not reasonably be expected

to have, individually or in the aggregate, a Material Adverse Effect, comply, and take all reasonable actions to cause all lessees and

other Persons operating or occupying any of their Real Properties or facilities to comply, with all applicable Environmental Laws and

Environmental Permits; obtain and renew all Environmental Permits necessary for the ownership or operation of any of their Real Properties,

facilities or business; and, in each case to the extent required by any Environmental Law, conduct any investigation, remedial or other

corrective action to the extent required by any Environmental Law to address Hazardous Materials at any of their Real Properties or facilities,

or any other location, in accordance with such Environmental Law.

Section 6.13         [Reserved].

Section 6.14         Further

Assurances. Promptly upon reasonable request by the Administrative Agent (a) correct any material defect or error that may

be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating

to any Collateral, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and

all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from

time to time in order to carry out more effectively the purposes of the Collateral Documents, to the extent required pursuant to the

Collateral and Guarantee Requirement. If the Administrative Agent or the Collateral Agent reasonably determines that it is required by

applicable Law to have appraisals prepared in respect of the Real Property of any Loan Party subject to a mortgage constituting Collateral,

the Lead Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal

Reform Amendments of FIRREA.

Section 6.15         [Reserved].

Section 6.16         [Reserved].

Section 6.17         Use

of Proceeds. The Borrowers will use (x) the proceeds of the New Money Term Loans only (i) to make adequate protection

payments as required in the Loan Documents and the DIP Orders, (ii) to pay the fees, expenses, and administrative costs of the Chapter

11 Cases, (iii) to pay obligations arising from or related to the Carve-Out, (iv) to pay prepetition obligations as approved

by the Bankruptcy Court, and (v) for working capital and other general corporate needs and purposes of the OpCo Debtors and certain

of their Affiliates (including, for the avoidance of doubt, non-OpCo Debtors), in each case, in accordance with and subject to the Loan

Documents and the DIP Orders (including the Approved Budget, subject to the Permitted Variance); (y) the Roll-Up Term Loans only

to roll-up amounts outstanding under the Prepetition OpCo Secured Obligations and (z) use the proceeds of any Letter of Credit for

any purpose not otherwise prohibited under this Agreement, including, for general corporate purposes or working capital needs.

(91)

No proceeds of any loan borrowed under

this Agreement will be used, whether directly or indirectly, in a manner which would constitute a harmful “use of proceeds in Switzerland”

as interpreted by the Swiss Federal Tax Administration for purposes of Swiss Withholding Tax, unless the Swiss Federal Tax Administration

confirms by way of a binding tax ruling satisfactory to the Administrative Agent that interest payments under this Agreement will not

be subject to Swiss Withholding Tax (irrespective of a potential use of proceeds in Switzerland).Post-Closing Actions.

Section 6.18         Post-Closing

Actions. Complete each of the actions described on Schedule 6.18 as soon as commercially reasonable and by no later than

the date set forth in Schedule 6.18 with respect to such action or such later date as the Administrative Agent may reasonably

agree at the direction of the Required Lenders.

Section 6.19         Compliance

with Anti-Corruption Laws. The Lead Borrower shall, and shall cause each of its Subsidiaries to: (a) conduct its business

in a manner expected to maintain compliance with Anti-Corruption Laws, and maintain policies and procedures designed to ensure compliance

with Anti-Corruption Laws; and (b) not authorize the use of the proceeds of any Borrowing, directly or, to its knowledge, indirectly,

in any manner which would violate Anti-Corruption Laws in any material respect.

Section 6.20         Liquidity.

Not later than 5:00 p.m. New York City time every Thursday (commencing with Thursday of the week immediately following entry of

the Interim DIP Order) (each such Thursday, a “Liquidity Report Deadline”), deliver to the Lenders a report setting

forth Liquidity as of the last Business Day of the calendar week immediately preceding such Liquidity Report Deadline.

Section 6.21         Lender

Calls. The Loan Parties shall hold weekly conference calls and/or video calls (on a day and time as may be agreed by the Ad Hoc

Group’s Advisors and the Company Advisors) among the Company Advisors, the Ad Hoc Group’s Advisors, the Ad Hoc Group, which

calls may cover the Loan Parties’ financial performance, the latest Approved Budget, Variance Reports, and/or any projections and

such other information and matters reasonably related thereto; provided that the Loan Parties’ senior management shall,

to the extent reasonably practicable, attend such weekly conference call subject to the reasonable prior written request of the Lenders.

Section 6.22         Budget

and Variance Reporting(i)         .

(i) Not later than 5:00 p.m. New York

City time on every other Thursday following the Closing Date (commencing with the Thursday

of the second week immediately following the week in which the Petition Date occurs) (each

such Thursday, the “Updated Budget Deadline”), deliver to the Ad Hoc Group’s

Advisors a supplement to the Initial Budget or most-recently delivered Updated Budget (each

such supplement, an “Updated Budget”), covering the 13-week period that

commences with Monday of the calendar week of the Updated Budget Deadline, consistent with

the form and level of detail set forth in the Initial Budget and including a forecasted unrestricted

cash balance as well as a line-item report setting forth the estimated fees and expenses

to be incurred by each professional advisor on a monthly basis. Each Updated Budget shall

be subject to the approval of the Required Lenders (or one of the Ad Hoc Group's Advisors

on behalf of the Required Lenders) (the Initial Budget and each Updated Budget so approved,

an “Approved Budget”). An Updated Budget shall be deemed approved only

upon (a) receipt by the Loan Parties of written approval thereof by the Required Lenders

(or one of the Ad Hoc Group's Advisors on behalf of the Required Lenders) (with email from

the Ad Hoc Group's Advisors to the Loan Parties being sufficient) or (b) failure of

the Required Lenders (or one of the Ad Hoc Group's Advisors on behalf of the Required Lenders)

to approve or reject such Updated Budget within three (3) Business Days of delivery

thereof (it being understood that if no such acceptance or rejection shall be delivered by

11:59 p.m. NYC time on such third Business Day, then such Updated Budget shall be deemed

approved). In the event an Updated Budget is not approved (or deemed approved) in accordance

with the foregoing, the prior Approved Budget shall remain in effect. Prior to delivery of

the first Updated Budget required to be delivered after the Closing Date, the Initial Budget

shall constitute the Approved Budget.

(92)

(ii) Not later than 5:00 p.m. New York

City time every Thursday (commencing with Thursday of the second week immediately following

the week in which the Petition Date occurs) (each such Thursday, a “Variance Report

Deadline”), deliver to the Ad Hoc Group’s Advisors a variance report (each,

a “Variance Report”), in form and substance reasonably acceptable to the

Required Lenders, showing the difference between total actual operating receipts and total

budgeted operating receipts as set forth in the Approved Budget, as the case may be (the

“Receipts Variance”) and total actual operating disbursements and total

budgeted operating disbursements as set forth in the Approved Budget, as the case may be

(the “Disbursements Variance”), in each case, for the Applicable Period,

together with a reasonably detailed explanation of such Receipts Variance and Disbursements

Variance.

(iii) Not later than 5:00 p.m. New York

City time on the fifteenth (15th) day of each month (commencing with the first

such date following the Petition Date), deliver to the Ad Hoc Group’s Advisors a variance

report (the “Professional Fee Variance Report”), in form and substance

reasonably acceptable to the Required Lenders, showing the difference between the total actual

professional fees and expenses and total budgeted professional fees and expenses as set forth

in the Approved Budget, as the case may be (the “Professional Fee Variance”),

in each case, for the period then-ended.

Section 6.23         Milestones.

The Loan Parties shall satisfy the requirements of each Milestone, including by the time, to the extent, and in the manner required thereby

(or as otherwise agreed to by the Required Lenders in writing (email being sufficient)).

Section 6.24         Bankruptcy

Related Matters(a)         .

(a)            The

OpCo Debtors shall cause all proposed (i) “first day” orders, (ii) “second day” orders, (iii) orders

related to or affecting the Obligations and/or the Loan Documents, the Prepetition OpCo Secured Obligations and applicable loan documents,

any other financing or use of cash collateral, any sale or other disposition of Collateral outside the ordinary course or adequate protection,

(iv) orders concerning the financial condition of the OpCo Debtors, or other Indebtedness of the OpCo Debtors and (v) orders

establishing procedures for administration of the Chapter 11 Cases or approving significant transactions submitted to the Bankruptcy

Court, in each case, proposed by the OpCo Debtors, to be in accordance with the terms of this Agreement and the Restructuring Support

Agreement, to the extent applicable;

(b)            The

OpCo Debtors shall comply in all material respects with each order entered by the Bankruptcy Court in connection with the Chapter 11

Cases Bankruptcy Order and with the terms of the Restructuring Support Agreement;

OpCo Debtors shall deliver to the Ad Hoc Group’s Advisors not less than two (2) full Business Days prior to any material filing

(or, if not reasonably practicable as a result of exigent circumstances, as soon as reasonably practicable prior to any such material

filing), copies of all proposed material pleadings, motions, applications, orders, financial information and other documents to be filed

by or on behalf of the OpCo Debtors with the Bankruptcy Court in the Chapter 11 Cases that affect or may affect any of the Secured Parties,

and shall consult in good faith with the Ad Hoc Group’s Advisors and the Required Lenders regarding the form and substance of any

such document; provided that, the foregoing shall not apply to any monthly or quarterly operating reports, retention applications,

fee applications, fee statements, and any declarations in support thereof or related thereto filed in the Chapter 11 Cases.

(93)

(d)            The

OpCo Debtors shall if not otherwise provided through the Bankruptcy Court’s electronic docketing system or by Kroll Restructuring

Administration LLC, as soon as available, deliver to the Administrative Agent and to the Ad Hoc Group’s Advisors promptly as soon

as available, copies of all material final pleadings, motions, applications, orders, financial information and other documents, in each

case, distributed by or on behalf of the Loan Parties to any official or unofficial committee appointed or appearing in the Chapter 11

Cases or any other party in interest.

Article VII

Negative

Covenants

So long as any Lender shall

have any Commitment hereunder, any Loan or other Obligation hereunder (other than contingent indemnification obligations as to which

no claim has been asserted) which is accrued and payable shall remain unpaid or unsatisfied shall remain outstanding or any Letter of

Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or

a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place),, then from and after the Closing Date:

Section 7.01         Liens.

The Lead Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer

to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(i) Liens pursuant to any Loan Document;

(ii) Liens existing on the Closing Date and

listed on Schedule 7.01(b) and any modifications, replacements, renewals, refinancings

or extensions thereof; provided that, (i) the Lien does not extend to any additional

property other than after-acquired property that is affixed or incorporated into the property

covered by such Lien and proceeds and products thereof, and (ii) the replacement, renewal,

refinancing or extension of the obligations secured or benefited by such Liens, to the extent

constituting Indebtedness, is permitted by Section 7.03;

(iii) Liens for taxes, assessments or governmental

charges that are not overdue for a period of more than 30 days or that are being contested

in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained

on the books of the applicable Person in accordance with GAAP or equivalent accounting principles

in the relevant jurisdiction;

(iv) statutory or common law Liens of landlords,

sublandlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors

or other like Liens (and, in case of supply agreements governed by German law, also contractually

agreed Liens in favor of suppliers) arising in the ordinary course of business and (x) which

do not in the aggregate materially detract from the value of any of the Lead Borrower’s

or such Restricted Subsidiary’s property or assets taken as a whole or materially impair

the operation of the business of the Lead Borrower or such Restricted Subsidiary taken as

a whole or (y) which are being contested in good faith by appropriate proceedings, which

proceedings have the effect of preventing the forfeiture or sale of the property or assets

subject to any such Lien;

(94)

(v) (i) pledges or deposits in the ordinary

course of business in connection with workers’ compensation, health, disability or

employee benefits, unemployment insurance and other social security laws or similar legislation

or regulation or other insurance-related obligations (including in respect of deductibles,

self-insured retention amounts and premiums and adjustments thereto), (ii) part-time

worker arrangements in accordance with the German Old-Age Employees Part Time Act (Altersteilzeitgesetz)

or pursuant to section 7d of book IV of the German Social Act (Sozialgesetzbuch) and

(iii) pledges and deposits in the ordinary course of business securing liability for

reimbursement or indemnification obligations of (including obligations in respect of letters

of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty

or liability insurance to the Lead Borrower or any of its Restricted Subsidiaries;

(vi) deposits to secure the performance of

bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed

money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds

and other obligations of a like nature (including those to secure health, safety and environmental

obligations) incurred in the ordinary course of business;

(vii) (i) easements, rights-of-way, restrictions

(including zoning restrictions), encroachments, protrusions, matters which would be disclosed

by an accurate survey or inspection of any Real Property and other, similar encumbrances

and minor title defects affecting Real Property that do not in the aggregate materially interfere

with the ordinary conduct of the business of the Lead Borrower or any of its Restricted Subsidiaries,

taken as a whole, or (ii) easements, rights-of-way, restrictions (including zoning restrictions)

or encroachments that are reserved for the benefit of The Dow Chemical Company on any leased

Real Property;

(viii) Liens securing Obligations under, and

as defined in, the Prepetition OpCo Credit Agreement and the Prepetition Superpriority Credit

Agreement;

(ix) Liens securing judgments for the payment

of money not constituting an Event of Default under Section 8.01(h);

(x) leases, licenses, subleases or sublicenses

granted to others in the ordinary course of business which do not (i) interfere in any

material respect with the business of the Lead Borrower or any Restricted Subsidiary, taken

as a whole or (ii) secure any Indebtedness;

(xi) Liens (i) 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 in the ordinary course of business or (ii) Liens on specific

items of inventory or other goods and proceeds of any Person securing such Person’s

obligations in respect of bankers’ acceptances or letters of credit issued or created

for the account of such person to facilitate the purchase, shipment or storage of such inventory

or other goods in the ordinary course of business;

(xii) Liens (i) of a collection bank arising

under Section 4-210 of the Uniform Commercial Code on items in the course of collection,

(ii) attaching to commodity trading accounts or other commodities brokerage accounts

and (iii) in favor of a banking or other financial institution arising as a matter of

Law or under customary general terms and conditions encumbering deposits or other funds maintained

with a financial institution (including any netting, the right of set-off and any liens arising

under the general business conditions of a credit institution with which the Lead Borrower

or any of its Restricted Subsidiaries maintains a banking relationship in Germany or The

Netherlands) and that are within the general parameters customary in the banking industry

or arising pursuant to such banking institution’s general terms and conditions;

(95)

(xiii) [reserved];

(xiv) Liens attaching solely to cash earnest

money deposits in connection with any letter of intent or purchase agreement permitted hereunder;

(xv) Liens deemed to exist in connection with

Investments in repurchase agreements permitted under Section 7.06;

(xvi) Liens encumbering reasonable customary

initial deposits and margin deposits and similar Liens attaching to commodity trading accounts

or other brokerage accounts incurred in the ordinary course of business and not for speculative

purposes;

(xvii) Liens that are contractual rights of

setoff or rights of pledge (i) relating to the establishment of depository relations

with banks or other financial institutions not given in connection with the issuance of Indebtedness

or (ii) relating to pooled deposit or sweep accounts of the Lead Borrower or any of

its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred

in the ordinary course of business of the Lead Borrower or any of its Restricted Subsidiaries;

(xviii) ground leases in respect of Real Property

on which facilities owned or leased by the Lead Borrower or any of its Restricted Subsidiaries

are located;

(xix) Liens (i) in favor of the Lead Borrower

or a Restricted Subsidiary on assets of a Restricted Subsidiary that is not a Loan Party

securing Indebtedness permitted under Section 7.03(b) and (ii) in favor

of the Lead Borrower or any Subsidiary Guarantor;

(xx) any interest or title of a lessor, sublessor,

licensor or sublicensor under leases, subleases, licenses or sublicenses entered into by

the Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(xxi) Liens arising out of conditional sale,

title retention, consignment or similar arrangements for sale of goods entered into by the

Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted

by this Agreement;

(xxii) Liens to secure Indebtedness permitted

under Section 7.03(v) existing as of the Closing Date; provided that (i) such

Liens are created within 270 days of the acquisition, construction, repair, lease, replacement

or improvement of the property subject to such Liens, (ii) such Liens do not at any

time encumber property (except for replacements, additions and accessions to such property)

other than the property financed by such Indebtedness and the proceeds and products thereof

and customary security deposits and (iii) with respect to Capitalized Leases, such Liens

do not at any time extend to or cover any assets (except for replacements, additions and

accessions to such assets) other than the assets subject to such Capitalized Leases and the

proceeds and products thereof and customary security deposits; provided that individual

financings of equipment provided by one lender may be cross collateralized to other financings

of equipment provided by such lender;

(96)

(xxiii) Liens on property of any Non-Loan Party,

which Liens secure Indebtedness of the applicable Non-Loan Party permitted under Section 7.03

or other obligations of any Non-Loan Party not constituting Indebtedness;

(xxiv) Liens existing on property at the time

of the acquisition thereof or existing on the property of any Person at the time such Person

becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant

to Section 6.15), in each case after the Closing Date (including Capital Leases

as provided for in the last paragraph of Section 7.03) (other than Liens on the

Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i) such

Lien was not created in contemplation of such acquisition or such Person becoming a Restricted

Subsidiary and (ii) such Lien does not extend to or cover any other assets or property

(other than the proceeds or products thereof and other than after-acquired property subjected

to a Lien securing Indebtedness and other obligations incurred prior to such time and which

Indebtedness and other obligations are permitted hereunder that require, pursuant to their

terms at such time, 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 or such Person becoming a Restricted Subsidiary);

(xxv) (i) zoning, building, entitlement

and other land use regulations by Governmental Authorities with which the normal operation

of the business complies, and (ii) 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 conduct of the business of the Lead

Borrower and its Restricted Subsidiaries, taken as a whole;

(xxvi) Liens arising from precautionary Uniform

Commercial Code financing statement or similar filings;

(xxvii) Liens on insurance policies and the

proceeds thereof securing the financing of the premiums with respect thereto;

(xxviii) cash collateral pledged to secure

letters of credit incurred pursuant to Section 7.03(xxii);

(xxix) Liens on Securitization Assets purported

to be sold, contributed or otherwise transferred in connection with a Permitted Securitization

or Liens over bank accounts of any Loan Party or any Restricted Subsidiary or any Securitization

Subsidiary, so long as such bank accounts do not receive or hold funds of a Loan Party or

any Restricted Subsidiary (other than Securitization Assets and proceeds thereof), in each

case which may be required as part of a Permitted Securitization;

(xxx) Liens securing the Prepetition Senior

Notes;

(97)

(xxxi) the modification, replacement, renewal

or extension of any Lien permitted by clauses (v) and (x) of this Section 7.01;

provided that, (i) the Lien does not extend to any additional property, other than (A) after-acquired

property that is affixed or incorporated into the property covered by such Lien and (B) proceeds

and products thereof, and (ii) their modification, renewal, extension or refinancing

of the obligations secured or benefited by such Liens is permitted by Section 7.03 (to

the extent constituting Indebtedness) ;

(xxxii) other Liens with respect to property

or assets of the Lead Borrower or any of its Restricted Subsidiaries securing obligations

in an aggregate principal amount outstanding at any time not to exceed $2,500,000;

(xxxiii) Liens on assets of the Prepetition

Super HoldCo Foreign Guarantors securing Prepetition Super HoldCo Secured Obligations; and

(xxxiv) [reserved].

Notwithstanding the foregoing,

neither the Lead Borrower nor any of its Restricted Subsidiaries shall grant a Lien on any Designated Real Property, other than any Lien

deemed to exist by virtue of the respective landlord’s ownership interest in such Designated Real Property.

The expansion of Liens by

virtue of accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness,

amortization of original issue discount and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in

the exchange rate of currencies will not be deemed to be an incurrence of Liens for purposes of this Section 7.01.

Section 7.02         Subsidiaries.

No Loan Party shall form or acquire any direct Subsidiary after the Closing Date other than in connection with the consummation of the

Transactions.

Section 7.03         Indebtedness.

Neither the Lead Borrower nor any of its Restricted Subsidiaries shall, directly or indirectly, create, incur, assume or suffer to exist

any Indebtedness, except:

(i) Indebtedness of any Loan Party under the

Loan Documents;

(ii) Indebtedness outstanding on the Closing

Date and listed on Schedule 7.03(b) and any Permitted Refinancing thereof;

(iii) Guarantees by the Lead Borrower and any

Restricted Subsidiary in respect of Indebtedness of the Lead Borrower or any Restricted Subsidiary

otherwise permitted hereunder; provided that (A) no Guarantee of any Junior Financing

shall be permitted unless such guaranteeing party shall have also provided a Guarantee of

the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed

is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee

of the Obligations on terms at least as favorable to the Lenders as those contained in the

subordination arrangements with respect to such Indebtedness;

(iv) Indebtedness of the Lead Borrower or any

Restricted Subsidiary owing to any Loan Party or any other Restricted Subsidiary (or issued

or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously

transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting

a Permitted Investment or an Investment permitted by Section 7.06;

(98)

(v) (i) Attributable Indebtedness and

other Indebtedness (including Capitalized Leases) financing an acquisition, construction,

repair, replacement, lease or improvement of a fixed or capital asset incurred by the Lead

Borrower or any Restricted Subsidiary existing as of the Closing Date and (ii) Attributable

Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05

and existing as of the Closing Date and, in each case, any Permitted Refinancing thereof;

(vi) Indebtedness in respect of Swap Contracts

designed to hedge against the Lead Borrower’s or any Restricted Subsidiary’s

exposure to interest rates, foreign exchange rates or commodities pricing risks incurred

in the ordinary course of business and not for speculative purposes;

(vii) [reserved];

(viii) Indebtedness representing deferred compensation

to employees of the Lead Borrower or any of its Restricted Subsidiaries incurred in the ordinary

course of business or Indebtedness in relation to any part-time worker arrangements in accordance

with the German Old-Age Employees Part Time Act (Altersteilzeitgesetz) or pursuant

to section 7d of book IV of the German Social Act (Sozialgesetzbuch);

(ix) Indebtedness to current or former officers,

managers, consultants, directors and employees, their respective estates, spouses or former

spouses to finance the purchase or redemption of Equity Interests of the Lead Borrower or

any Parent permitted by Section 7.06;

(x) [reserved];

(xi) Cash Management Obligations and other

Indebtedness in respect of netting services, overdraft protections and similar arrangements

in each case in connection with deposit accounts;

(xii) Indebtedness consisting of (a) the

financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements,

in each case, in the ordinary course of business;

(xiii) Indebtedness incurred by the Lead Borrower

or any of its Restricted Subsidiaries in the form of letters of credit, bank guarantees,

bankers’ acceptances or similar instruments issued or created in the ordinary course

of business, including in respect of workers compensation claims, health, disability or other

employee benefits or property casualty or liability insurance or self-insurance or other

Indebtedness with respect to reimbursement type obligations regarding workers compensation

claims;

(xiv) obligations in respect of performance,

bid, appeal and surety bonds and performance and completion guarantees and similar obligations

provided by the Lead Borrower or any of its Restricted Subsidiaries or obligations in the

form of letters of credit, bank guarantees or similar instruments related thereto, in each

case in the ordinary course of business or consistent with past practice;

(xv) the Prepetition Senior Notes;

(99)

(xvi) Indebtedness supported by a Letter of

Credit in a principal amount not to exceed the face amount of such Letter of Credit;

(xvii) to the extent constituting Indebtedness,

obligations of the Lead Borrower or any Restricted Subsidiary which is the seller, originator,

servicer, investment manager, intermediate transferor or parent guarantor (or any obligation

of the Lead Borrower or any Restricted Subsidiary in respect of a seller, originator, servicer,

investment manager, intermediate transferor or parent guarantor) in a Permitted Securitization

in respect of any Standard Securitization Undertakings as to such Permitted Securitization

and Guarantees of the Lead Borrower or any other Loan Party as to such Indebtedness;

(xviii) Indebtedness of a Non-Loan Party existing

as of the Closing Date;

(xix) Indebtedness which, when aggregated with

the principal amount of all other Indebtedness incurred pursuant to this clause (xix) and

then outstanding, does not exceed $2,500,000;

(xx) [reserved];

(xxi) (i) any joint and several liability

arising as a result of (the establishment of) a fiscal unity (fiscale eenheid) between

Restricted Subsidiaries incorporated in The Netherlands; and (ii) a guarantee granted

pursuant to a declaration of joint and several liability use for the purpose of Section 2:403

of the Dutch Civil Code (and any residual liability under such declaration arising pursuant

to Section 2:404(2) of the Dutch Civil Code) in respect of Restricted Subsidiaries;

(xxii) letters of credit in an aggregate face

amount not to exceed $1,000,000;

(xxiii) Indebtedness of the Lead Borrower or

any Restricted Subsidiary (and any Permitted Refinancing thereof) in an aggregate principal

amount not to exceed the amount of the net cash proceeds received by the Lead Borrower after

the Closing Date from the issuance or sale of Equity Interests of the Lead Borrower or cash

contributed to the capital of the Lead Borrower (in each case, other than proceeds of Disqualified

Equity Interests or sales of Equity Interests to the Lead Borrower or any of its Subsidiaries)

as determined in accordance with clauses (b) and (c) of the definition of

“Cumulative Credit” to the extent such net cash proceeds have not been applied

to make Restricted Payments pursuant to Section 7.06 or to prepay, redeem, purchase,

defease or satisfy Indebtedness pursuant to Section 7.13, so long as (i) such

Indebtedness is incurred within one year following the receipt by the Lead Borrower of such

net cash proceeds and (ii) such Indebtedness is designated as “Contribution Indebtedness”

on the date incurred;

(xxiv) unsecured Indebtedness in respect of

obligations of the Lead 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;

(100)

(xxv) all Obligations under, and as defined

in, the Prepetition Superpriority Credit Agreement;

(xxvi) Indebtedness arising out of, or in connection

with, Cash Management Practices, provided that any such Indebtedness owed by Loan

Parties to Restricted Subsidiaries that are not Loan Parties shall be subordinated to the

Obligations pursuant to a subordination agreement and related documentation in form and substance

reasonably satisfactory to the Required Lenders;

(xxvii) all Obligations under, and as defined

in, the Prepetition OpCo Credit Agreement;

(xxviii) Guarantees of Prepetition Super HoldCo

Secured Obligations by the Prepetition Super HoldCo Foreign Guarantors; and

(xxix) all premiums (if any), interest (including

post-petition interest), fees, expenses, charges and additional or contingent interest on

obligations described in clauses (a) through (bb) above.

For purposes of determining compliance

with Section 7.03, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of

incurrence or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of

the categories of permitted Indebtedness described in Section 7.03(i) through (xxv) above, the Lead Borrower,

in its sole discretion, will classify and may subsequently reclassify such item of Indebtedness (or any portion thereof) in any one or

more of the types of Indebtedness described in Section 7.03(i) through (xxv) and will only be required to

include the amount and type of such Indebtedness in such of the above clauses as determined by the Lead Borrower at such time. The Lead

Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Section 7.03(i) through

(xxv) so long as such Indebtedness (or any portion thereof) is permitted to be incurred pursuant to such provision at the

time of reclassification. Notwithstanding the foregoing, Indebtedness incurred (a) under the Loan Documents shall only be classified

as incurred under Section 7.03(a) and (b) under the Prepetition Senior Notes thereof shall only be classified as incurred

under Section 7.03(xv).

For purposes of determining

compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness

denominated in a foreign currency shall be calculated based on the relevant currency 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 Dollar-denominated 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 Dollar-denominated 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, plus the aggregate amount of fees, underwriting discounts, premiums (including tender premiums) and other costs and

expenses (including OID) incurred in connection with such refinancing.

(101)

The accrual of interest,

the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence

of Indebtedness for purposes of this Section 7.03. The principal amount of any non-interest bearing Indebtedness or other

discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet

of the Lead Borrower dated such date prepared in accordance with GAAP.

Section 7.04         Fundamental

Changes. Neither the Lead Borrower nor any of its Restricted Subsidiaries shall merge, amalgamate, dissolve, liquidate, consolidate

with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its

assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:

(i) any Restricted Subsidiary of the Lead Borrower

(other than the Co-Borrower) may merge, amalgamate or consolidate with (i) the Lead

Borrower (including a merger, the purpose of which is to reorganize the Lead Borrower into

a new jurisdiction); provided that the Lead Borrower shall be the continuing or surviving

Person; or (ii) one or more other Restricted Subsidiaries of the Lead Borrower (other

than the Co-Borrower);

(ii) [reserved];

(iii) [reserved];

(iv) [reserved];

(v) [reserved];

(vi) the Lead Borrower and the Restricted Subsidiaries

may consummate the Transactions;

(vii) any Restricted Subsidiary and the Co-Borrower

may effect a merger, amalgamation, dissolution, liquidation, consolidation or Disposition,

the purpose of which is to effect a Disposition permitted pursuant to Section 7.05,

Section 7.06 or any Permitted Investments;

(viii) [reserved]; and

(ix) [reserved].

Section 7.05         Dispositions.

Neither the Lead Borrower nor any of its Restricted Subsidiaries shall, directly or indirectly, make any Disposition or enter into any

agreement to make any Disposition, except:

(i) (x) Dispositions of obsolete, worn

out, used or surplus property, whether now owned or hereafter acquired, in the ordinary course

of business and Dispositions of property no longer used or useful in the conduct of the business

of the Borrowers or any of their Restricted Subsidiaries and (y) Dispositions to landlords

of improvements made to leased real property pursuant to customary terms of leases entered

into in the ordinary course of business;

(ii) Dispositions of inventory, goods held

for sale in the ordinary course of business and immaterial assets in the ordinary course

of business (including allowing any issuances, registrations or any applications for registration

of any intellectual property to lapse or become abandoned in the ordinary course of business);

(iii) 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;

(102)

(iv) Dispositions of property to the Lead Borrower

or any Restricted Subsidiary; provided that if the transferor of such property is

a Loan Party (i) the transferee thereof must be a Loan Party or (ii) if such transaction

constitutes an Investment, such Investment must be a Restricted Investment permitted by Section 7.06

or a Permitted Investment;

(v) Dispositions that are permitted by Section 7.04

(or otherwise constitute a Restricted Payment permitted by Section 7.06 or a

Permitted Investment (other than a Permitted Investment pursuant to clause (d) or

(y) of the definition thereof) and Liens permitted by Section 7.01 (other

than Section 7.01(m));

(vi) Dispositions of cash and Cash Equivalents;

(vii) (i) leases, subleases, licenses

or sublicenses (including the provision of software or the licensing of other intellectual

property rights) and termination thereof, in each case in the ordinary course of business

and which do not materially interfere with the business of the Borrowers and the Restricted

Subsidiaries taken as a whole, (ii) the Aristech and Altuglas License Agreements and

(iii) Dispositions of intellectual property that are not material to the business of

the Borrowers and the Restricted Subsidiaries;

(viii) transfers of property subject to Casualty

Events;

(ix) Dispositions or discounts without recourse

of accounts receivable in connection with the compromise or collection thereof in the ordinary

course of business;

(x) Lead Borrower and the Restricted Subsidiaries

may consummate the Transactions;

(xi) [reserved];

(xii) so long as the Lead Borrower or a Restricted

Subsidiary receives at least fair market value therefor (taking into account any Securitization

Seller’s Retained Interest), any sale, contribution or other transfer of Securitization

Assets in connection with a Permitted Securitization;

(xiii) Dispositions which may not be prohibited

pursuant to section 1136 of the German Civil Code;

(xiv) [reserved];

(xv) any swap of assets in exchange for services

or other assets in the ordinary course of business of comparable or greater value or usefulness

to the business of the Lead Borrower and its Subsidiaries as a whole, as determined in good

faith by the management of the Lead Borrower;

(xvi) [reserved];

(xvii) the Lead Borrower and the Restricted

Subsidiaries may enter into any agreement to make any Disposition so long as consummation

of the Disposition contemplated by such agreement is contingent upon either (i) the

Required Lenders consenting to such transactions or (ii) the repayment in full of the

Obligations (other than indemnities and other contingent liabilities that survive repayment

of the Loans);

(103)

(xviii) the unwinding of any Swap Contracts

pursuant to its terms;

(xix) the dissolution or liquidation of any

Subsidiary with no assets;

(xx) [reserved];

(xxi) Dispositions in the aggregate pursuant

to this clause (xxi) not to exceed $2,500,000, as determined at the time of such Disposition;

and

(xxii) [reserved];

provided that any Disposition of any property

pursuant to Section 7.05(x), (xiv) or (xxi) shall be for no less than the fair market value of such property

at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05

to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the

Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect

the foregoing.

Section 7.06         Restricted

Payments. The Lead Borrower will not, and will not permit any of its Restricted Subsidiaries

to ,declare or make, directly or indirectly, any Restricted Payment, other than:

(a)            Each

Restricted Subsidiary may make Restricted Payments to the Lead Borrower, and other Restricted Subsidiaries of the Lead Borrower (and,

in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Lead Borrower and any other Restricted Subsidiary

and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant

class of Equity Interests); and

(b)            for

any taxable period for which any Borrower or any Subsidiary of any Borrower is treated as an entity disregarded as separate from its

regarded owner for U.S. federal and/or applicable state or local income tax purposes, the Borrowers and the Borrowers’ Subsidiaries

may make distributions, directly or indirectly, to such regarded owner, as applicable, to permit it to pay any income Taxes attributable

to the income of such Borrower or Subsidiary; provided that the amount of distributions permitted to be made under this clause (a) for

any taxable period shall not exceed the amount of such Taxes that would have been due and payable by the Borrowers and/or the applicable

Subsidiaries had the Borrowers and/or such Subsidiaries been a stand-alone corporate taxpayer or tax group, as applicable; and provided

further that the amount of distributions permitted to be made under this clause (a) for any taxable period attributable to the income

of a Subsidiary that is not a Loan Party shall be limited to the amount of cash distributions or payments made by such Subsidiary to

the applicable regarded owner for such purpose.

Section 7.07         Change

in Nature of Business. The Lead Borrower shall not, nor shall the Lead Borrower permit any of the Restricted Subsidiaries to,

directly or indirectly, engage in any material line of business substantially different from those lines of business conducted by the

Lead Borrower and its Restricted Subsidiaries on the Closing Date or any business reasonably related, complementary, synergistic or ancillary

thereto (including related, complementary, synergistic or ancillary technologies) or reasonable extensions thereof.

(104)

Section 7.08         Transactions

with Affiliates. Neither the Lead Borrower shall, nor shall the Lead Borrower permit any of its Restricted Subsidiaries to, directly

or indirectly, enter into any transaction of any kind with any Affiliate of the Lead Borrower involving aggregate payments or consideration

in excess of $5,000,000 for any individual transaction or series of related transactions, whether or not in the ordinary course of business,

other than:

(i) transactions among any Holdco, the Lead

Borrower and its Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary

as a result of such transactions that are not otherwise prohibited under this Agreement;

(ii) on terms substantially as favorable to

the Lead Borrower or such Restricted Subsidiary as would be obtainable by the Lead Borrower

or such Restricted Subsidiary at the time in a comparable arm’s-length transaction

with a Person other than an Affiliate;

(iii) the Transactions and the payment of fees

and expenses (including Transaction Expenses) as part of or in connection with the Transactions;

(iv) Restricted Payments permitted under Section 7.06

and Permitted Investments other than Permitted Investments under clauses (a)(ii), (b) and

(u) of the definition thereof;

(v) loans and other transactions by the Lead

Borrower and its Restricted Subsidiaries to the extent expressly permitted under this Article VII;

(vi) employment, consulting, and severance

and other service or benefit-related arrangements between the Lead Borrower and its Restricted

Subsidiaries and their respective officers and employees in the ordinary course of business

and transactions pursuant to stock option plans and other equity award and employee benefit

plans and arrangements in the ordinary course of business;

(vii) the payment of customary fees and reasonable

out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees

and consultants of the Lead Borrower and its Restricted Subsidiaries (or any Parent) in the

ordinary course of business;

(viii) transactions pursuant to agreements

in existence on the Closing Date and set forth on Schedule 7.08 (to the extent not

otherwise permitted by this Agreement) or any amendment thereto to the extent such an amendment

is not adverse to the Lenders in any material respect;

(ix) [reserved];

(x) transactions related to Permitted Securitizations;

(xi) transactions related to Cash Management

Practices;

(xii) any transaction with any Holdco, a Restricted

Subsidiary or joint venture partners, in each case in compliance with the terms of this Agreement

that are on terms at least as favorable as might reasonably have been obtained at such time

in an arm’s length transaction from an unaffiliated party in the reasonable determination

of the board of directors of the Lead Borrower;

(xiii) transactions with customers, clients,

joint venture partners, suppliers or purchasers or sellers of goods or services, in each

case in the ordinary course of business and otherwise in compliance with the terms of this

Agreement that are fair to the Lead Borrower and the Restricted Subsidiaries, in the reasonable

determination of the board of directors or the senior management of the Lead Borrower, or

are on terms at least as favorable as might reasonably have been obtained at such time from

an unaffiliated party;

(105)

(xiv) transactions among Aristech and/or Altuglas,

on the one hand, and Holdco, the Lead Borrower and its Restricted Subsidiaries, on the other

hand, in the ordinary course of business; and

(xv) transactions in which the Lead Borrower

or any of the Restricted Subsidiaries, as the case may be, deliver to the Administrative

Agent a letter from an Independent Financial Advisor stating that such transaction is fair

to the Lead Borrower or such Restricted Subsidiary from a financial point of view or meets

the requirements of clause (b) of this Section 7.08.

Section 7.09         Burdensome

Agreements. The Lead Borrower shall not, nor shall the Lead Borrower permit any of its Restricted Subsidiaries to, enter into

or permit to exist any Contractual Obligation (other than this Agreement, any other Loan Document, any Prepetition SHC Loan Documents,

any Prepetition Loan Documents, or any Prepetition Second Lien Notes Document) that limits the ability of (a) any Restricted

Subsidiary of the Lead Borrower to make Restricted Payments to the Lead Borrower or any of its Restricted Subsidiaries or (b) any

Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to

the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall

not apply to Contractual Obligations which:

(i) (x) exist on the Closing Date and

(to the extent not otherwise permitted by this Section 7.09) are listed on Schedule

7.09 hereto and (y) to the extent Contractual Obligations permitted by preceding

clause (x) are set forth in an agreement evidencing Indebtedness, are set forth

in any agreement evidencing any permitted modification, replacement, renewal, extension or

refinancing of such Indebtedness so long as such modification, replacement, renewal, extension

or refinancing does not expand the scope of such Contractual Obligations;

(ii) are binding on a Restricted Subsidiary

at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Lead

Borrower, so long as such Contractual Obligations were not entered into in contemplation

of such Person becoming a Restricted Subsidiary of the Lead Borrower;

(iii) represent Indebtedness of a Restricted

Subsidiary of the Lead Borrower which is not a Loan Party which is permitted by Section 7.03;

(iv) arise in connection with any Disposition

permitted by Section 7.04 or 7.05 and relate solely to the assets or Person

subject to such Disposition;

(v) are customary provisions in joint venture

agreements and other similar agreements applicable to joint ventures constituting Permitted

Investments or otherwise permitted under Section 7.06 and applicable solely to

such joint venture;

(vi) are negative pledges and restrictions

on Liens in favor of any holder of Indebtedness permitted under Section 7.03

but solely to the extent any negative pledge relates to the property financed by such Indebtedness;

(106)

(vii) are customary restrictions on leases,

subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions

relate to the assets subject thereto;

(viii) comprise restrictions imposed by any

agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e) or

(g) (in each case to the extent that such restrictions apply only to the property

or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing

such Indebtedness);

(ix) are customary provisions restricting subletting

or assignment of any lease governing a leasehold interest of the Lead Borrower or any Restricted

Subsidiaries;

(x) are customary provisions restricting assignment

or transfer of any agreement entered into in the ordinary course of business;

(xi) are restrictions on cash or other deposits

imposed by customers under contracts entered into in the ordinary course of business;

(xii) arise in connection with cash or other

deposits permitted under Sections 7.01 and the definition of Permitted Investments

and limited to such cash or deposit;

(xiii) comprise restrictions imposed by any

agreement evidencing any Indebtedness permitted under Section 7.03 to the extent

that such restrictions (taken as a whole) are, in the good faith judgment of the Lead Borrower,

no more onerous to Lead Borrower and its Restricted Subsidiaries than customary market

terms for Indebtedness of such type and in any event are no more onerous to Lead Borrower

and its Restricted Subsidiaries than those restrictions contained in this Agreement and the