Form 8-K MYERS INDUSTRIES INC For: Mar 12


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Exhibit 10.1

Execution Copy

MYERS INDUSTRIES, INC.,

MYE CANADA OPERATIONS INC.,

SCEPTER CANADA INC.

and

THE OTHER FOREIGN SUBSIDIARY BORROWERS PARTY HERETO,

 

 

SIXTH AMENDED AND RESTATED LOAN AGREEMENT

dated as of March 12, 2021

 

 

THE LENDERS PARTY HERETO

and

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Administrative Agent

U.S. BANK NATIONAL ASSOCIATION,

as Syndication Agent

KEYBANK NATIONAL ASSOCIATION, PNC BANK, NATIONAL ASSOCIATION,

WELLS FARGO BANK, N.A. AND FIFTH THIRD BANK, NATIONAL ASSOCIATION

as Documentation Brokers

 

 

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

and

U.S. BANK NATIONAL ASSOCIATION,

as Joint Bookrunners and Joint Lead Arrangers

 

 


 

 

TABLE OF CONTENTS

 

i


 

ARTICLE I DEFINITIONS

1

Part 1.1.

Outlined Phrases

1

 

 

 

Part 1.2.

Guidelines of Development

44

 

 

 

Part 1.3.

Accounting Phrases; GAAP

44

 

 

 

Part 1.4.

Professional Forma Calculations

45

 

 

 

Part 1.5.

Curiosity Charges; LIBOR Notification

46

 

 

 

Part 1.6.

Divisions

47

 

 

 

ARTICLE II THE CREDITS

47

Part 2.1.

Commitments

47

 

 

 

Part 2.2.

Reimbursement of Loans; Proof of Debt

47

 

 

 

Part 2.3.

Procedures for Borrowing

48

 

 

 

Part 2.4.

Termination or Discount of Commitments

49

 

 

 

Part 2.5.

Facility and Administrative Agent Charges

49

 

 

 

Part 2.6.

Non-obligatory Principal Funds on All Loans

50

 

 

 

Part 2.7.

Conversion and Continuation of Excellent Advances

50

 

 

 

Part 2.8.

Curiosity Charges, Curiosity Fee Dates; Curiosity and Charge Foundation

51

 

 

 

Part 2.9.

Charges Relevant After Default

52

 

 

 

Part 2.10.

Professional Rata Fee, Technique of Fee

53

 

 

 

Part 2.11.

Telephonic Notices

54

 

 

 

Part 2.12.

Notification of Advances, Curiosity Charges, Prepayments and Dedication Reductions

54

 

 

 

Part 2.13.

Lending Installations

54

 

 

 

Part 2.14.

Non‑Receipt of Funds by the Administrative Agent

54

 

 

 

Part 2.15.

Facility Letters of Credit score

55

 

 

 

Part 2.16.

Swing Loans

61

 

 

 

Part 2.17.

Defaulting Lenders

62

 

 

 

ii


 

Part 2.18.

Collateral Safety; Guaranties; Additional Assurances

64

 

 

 

Part 2.19.

Improve in Commitments

64

 

 

 

Part 2.20.

Incremental Time period Loans

66

 

 

 

Part 2.21.

Extension of Maturity Date

67

 

 

 

Part 2.22.

Modification and Restatement

69

 

 

 

ARTICLE III CHANGE IN CIRCUMSTANCES, TAXES

70

Part 3.1.

Alternate Charge of Curiosity

70

 

 

 

Part 3.2.

Elevated Prices

72

 

 

 

Part 3.3.

Break Funding Funds

74

 

 

 

Part 3.5.

Mitigation Obligations; Substitute of Lenders

77

 

 

 

ARTICLE IV CONDITIONS PRECEDENT

78

Part 4.1.

Closing Situations

78

 

 

 

Part 4.2.

Every Advance

80

 

 

 

ARTICLE V REPRESENTATIONS AND WARRANTIES

80

Part 5.1.

Company Existence and Standing

80

 

 

 

Part 5.2.

Authorization and Validity

81

 

 

 

Part 5.3.

No Battle; Authorities Consent

81

 

 

 

Part 5.4.

Monetary Statements

81

 

 

 

Part 5.5.

Materials Hostile Change

81

 

 

 

Part 5.6.

Taxes

81

 

 

 

Part 5.7.

Litigation and Contingent Obligations

81

 

 

 

Part 5.8.

Subsidiaries

82

 

 

 

Part 5.9.

ERISA

82

 

 

 

Part 5.10.

Accuracy of Data

82

 

 

 

Part 5.11.

Rules T, U and X

82

 

 

 

Part 5.12.

Materials Agreements

83

 

 

 

iii


 

Part 5.13.

Compliance With Legal guidelines

83

 

 

 

Part 5.14.

Plan Belongings; Prohibited Transactions

83

 

 

 

Part 5.15.

Environmental Issues

83

 

 

 

Part 5.16.

Funding Firm Act

83

 

 

 

Part 5.17.

Overseas Subsidiary Debtors

84

 

 

 

Part 5.18.

Possession of Properties

85

 

 

 

Part 5.19.

Solvency

85

 

 

 

Part 5.20.

Collateral Paperwork

85

 

 

 

Part 5.21.

Labor Controversies

85

 

 

 

Part 5.22.

Reserved

85

 

 

 

Part 5.23.

Mental Property

85

 

 

 

Part 5.24.

Anti-Corruption Legal guidelines and Sanctions

86

 

 

 

Part 5.25.

EEA Monetary Establishments

86

 

 

 

ARTICLE VI COVENANTS

86

Part 6.1.

Monetary Reporting

86

 

 

 

Part 6.2.

Use of Proceeds

87

 

 

 

Part 6.3.

Discover of Materials Occasions

88

 

 

 

Part 6.4.

Conduct of Enterprise

88

 

 

 

Part 6.5.

Taxes

88

 

 

 

Part 6.6.

Insurance coverage

88

 

 

 

Part 6.7.

Compliance with Legal guidelines

88

 

 

 

Part 6.8.

Upkeep of Properties

89

 

 

 

Part 6.9.

Inspection

89

 

 

 

Part 6.10.

Indebtedness

89

 

 

 

Part 6.11.

Merger

90

 

 

 

iv


 

Part 6.12.

Sale of Belongings

91

 

 

 

Part 6.13.

Investments and Acquisitions

92

 

 

 

Part 6.14.

Liens

93

 

 

 

Part 6.15.

Associates

95

 

 

 

Part 6.16.

Restricted Funds

95

 

 

 

Part 6.17.

Amendments of and Funds on Indebtedness

95

 

 

 

Part 6.18.

Monetary Contracts

96

 

 

 

Part 6.19.

Leverage Ratio

96

 

 

 

Part 6.20.

Curiosity Protection Ratio

96

 

 

 

Part 6.21.

Detrimental Pledge Limitation

96

 

 

 

Part 6.22.

Extra Covenants

96

 

 

 

ARTICLE VII DEFAULTS

97

 

 

 

ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

99

Part 8.1.

Acceleration

99

 

 

 

Part 8.2.

Amendments

101

 

 

 

Part 8.3.

Preservation of Rights

104

 

 

 

Part 8.4.

Software of Funds

104

 

 

 

ARTICLE IX GUARANTEE

105

Part 9.1.

Assure

105

 

 

 

Part 9.2.

No Subrogation

105

 

 

 

Part 9.3.

Amendments, and so on. with respect to the Assured Obligations; Waiver of Rights

106

 

 

 

Part 9.4.

Assure Absolute and Unconditional

106

 

 

 

Part 9.5.

Reinstatement

107

 

 

 

Part 9.6.

Funds

107

 

 

 

Part 9.7.

Keepwell

107

 

 

 

v


 

ARTICLE X GENERAL PROVISIONS

107

Part 10.1.

Survival of Representations

107

 

 

 

Part 10.2.

Governmental Regulation

107

 

 

 

Part 10.3.

Taxes

108

 

 

 

Part 10.4.

Headings

108

 

 

 

Part 10.5.

Complete Settlement

108

 

 

 

Part 10.6.

A number of Obligations; Advantages of this Settlement

108

 

 

 

Part 10.7.

Bills; Indemnification

108

 

 

 

Part 10.8.

Numbers of Paperwork

109

 

 

 

Part 10.9.

Severability of Provisions

109

 

 

 

Part 10.10.

Nonliability of Lenders

109

 

 

 

Part 10.11.

Confidentiality

109

 

 

 

Part 10.12.

Materials Non-Public Data

110

 

 

 

Part 10.13.

Authorization to Distribute Sure Supplies to Public-Siders

110

 

 

 

Part 10.14.

Nonreliance

111

 

 

 

Part 10.15.

USA PATRIOT ACT NOTIFICATION

111

 

 

 

Part 10.16.

Canadian AML Laws

111

 

 

 

Part 10.17.

Acknowledgement and Consent to Bail-In of Affected Monetary Establishments

111

 

 

 

Part 10.18.

Acknowledgement Concerning Any Supported QFCs

112

 

 

 

ARTICLE XI THE ADMINISTRATIVE AGENT

112

Part 11.1.

Appointment

112

 

 

 

Part 11.2.

Rights as a Lender

112

 

 

 

Part 11.3.

Duties and Obligations

113

 

 

 

Part 11.4.

Reliance

113

 

 

 

Part 11.5.

Actions by means of Sub-Brokers

113

 

 

 

Part 11.6.

Resignation

114

vi


 

 

 

 

Part 11.7.

Non-Reliance

114

 

 

 

Part 11.8.

Not Companions or Co-Venturers; Administrative Agent as Consultant of the Secured Events

116

 

 

 

Part 11.9.

Different Titles

117

 

 

 

Part 11.10.

Credit score Bidding

117

 

 

 

Part 11.11.

Appointment for Perfection

118

 

 

 

Part 11.12.

Sure ERISA Issues

118

 

 

 

Part 11.13.

Posting of Communications

120

 

 

 

ARTICLE XII SETOFF; ADJUSTMENTS AMONG LENDERS

121

Part 12.1.

Setoff

121

 

 

 

Part 12.2.

Ratable Funds

121

 

 

 

ARTICLE XIII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

122

Part 13.1.

Successors and Assigns

122

 

 

 

ARTICLE XIV NOTICES

127

Part 14.1.

Notices; Effectiveness; Digital Communication

127

 

 

 

ARTICLE XV COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC EXECUTION

128

Part 15.1.

Counterparts; Effectiveness

128

 

 

 

Part 15.2.

Digital Execution

128

 

 

 

ARTICLE XVI CHOICE OF LAW, CONSENT TO JURISDICTION, WAIVER OF JURY TRIAL, JUDGMENT CURRENCY

129

Part 16.1.

CHOICE OF LAW

129

 

 

 

Part 16.2.

WAIVER OF JURY TRIAL

129

 

 

 

Part 16.3.

Submission To Jurisdiction; Waivers

129

 

 

 

Part 16.4.

Acknowledgments

130

 

 

 

Part 16.5.

Energy of Legal professional

130

 

 

 

Part 16.6.

Judgment; Euro

130

vii


 

 

 

Displays:

 

EXHIBIT A

FORM OF ASSIGNMENT AND ASSUMPTION

EXHIBIT B

FORM OF JOINDER AGREEMENT

EXHIBIT C

FORM OF LENDER ADDITION AND ACKNOWLEDGEMENT AGREEMENT

EXHIBIT D

FORM OF NOTE

Exhibit A-1

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

EXHIBIT E-2

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

EXHIBIT E-3

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

EXHIBIT E-4

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

EXHIBIT F

FORM OF COMPLIANCE CERTIFICATE

 

Schedules:

 

SCHEDULE 1.1(a)

COMMITMENTS

SCHEDULE 1.1(b)

EXISTING FACILITY LETTERS OF CREDIT

SCHEDULE 1.1(c)

FOREIGN SUBSIDIARY BORROWERS

SCHEDULE 5.7

LITIGATION

SCHEDULE 5.8

SUBSIDIARIES

SCHEDULE 5.15

ENVIRONMENTAL MATTERS

SCHEDULE 6.10

INDEBTEDNESS

SCHEDULE 6.13

INVESTMENTS

SCHEDULE 6.14

LIENS

SCHEDULE 6.15

TRANSACTIONS WITH AFFILIATES

 

 

viii


 

 

THIS SIXTH AMENDED AND RESTATED LOAN AGREEMENT (as it could be amended, restated, supplemented or in any other case modified sometimes, this “Settlement”), dated as of March 12, 2021, is amongst MYERS INDUSTRIES, INC., an Ohio company (the “Firm”), MYE CANADA OPERATIONS INC., SCEPTER CANADA INC. and the OTHER FOREIGN SUBSIDIARY BORROWERS (as hereinafter outlined) sometimes events hereto (collectively with the Firm, the “Debtors”), the lenders sometimes events hereto (the “Lenders”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a nationwide banking affiliation, as Administrative Agent.

RECITALS

A.The Debtors, the lenders celebration thereto (the “Current Lenders”), and the Administrative Agent executed a Fifth Amended and Restated Mortgage Settlement dated as of March 8, 2017, which amended and restated a Fourth Amended and Restated Mortgage Settlement dated as of December 13, 2013, which amended and restated a Third Amended and Restated Mortgage Settlement dated as of November 19, 2010, which amended and restated a Second Amended and Restated Mortgage Settlement dated as of October 26, 2006, which amended and restated an Amended and Restated Mortgage Settlement dated as of February 27, 2004, which amended and restated a Mortgage Settlement dated as of February 3, 1999 (as amended, the “Current Mortgage Settlement”).  

B.The Debtors have requested that the Lenders and the Administrative Agent amend and restate the Current Mortgage Settlement as herein supplied, and the Lenders and the Administrative Agent are keen to amend and restate the Current Mortgage Settlement on the phrases and circumstances herein set forth.

In consideration of the premises and of the mutual agreements herein contained, the events hereto agree that the Current Mortgage Settlement is hereby amended and restated in its entirety as follows:

Article I
DEFINITIONS

Part 1.1.Outlined Phrases.  As used on this Settlement, the next phrases shall have the next meanings:

2013 Senior Be aware Paperwork” means the 2013 Senior Notes, the 2013 Senior Be aware Buy Settlement and all different agreements, devices or paperwork executed or issued in reference to the 2013 Senior Notes.

2013 Senior Be aware Holders” means the holders of the 2013 Senior Notes.

2013 Senior Be aware Obligations” means the present and future obligations and liabilities owing pursuant to the 2013 Senior Be aware Paperwork.

2013 Senior Be aware Buy Settlement” means the Be aware Buy Settlement dated as of October 22, 2013 among the many 2013 Senior Be aware Holders and the Firm, as amended or modified sometimes if permitted hereunder.

2013 Senior Notes” means the Firm’s 4.67% Senior Notes, Collection A, due January 15, 2021, 5.25% Senior Notes, Collection B, due January 15, 2024, 5.30% Senior Notes, Collection C, due January 15, 2024, and 5.45% Senior Notes, Collection D, due January 15, 2026.

1


 

Acquisition” means any transaction, or any sequence of associated transactions, consummated on or after the date of this Settlement, by which the Firm or any of its Subsidiaries (a) acquires any going enterprise or all or considerably all the property of any Particular person or division thereof, whether or not by means of buy of property, merger or in any other case or (b) immediately or not directly acquires (in a single transaction or as the latest transaction in a sequence of transactions) a minimum of a majority (in variety of votes) of the Voting Inventory of any Particular person.

Extra Overseas Currencies” means any Eligible Foreign money which is agreed to by all of the Lenders as being an Agreed Overseas Foreign money to be superior hereunder to a Borrower.

Extra Time period Mortgage Lender” is outlined in Part 2.20(b).

Administrative Agent” means JPMCB in its capability as contractual consultant of the Lenders pursuant to Article XI, and never in its particular person capability as a Lender, and any successor Administrative Agent appointed pursuant to Article XI.

Administrative Questionnaire” shall imply, with respect to every Lender, an administrative questionnaire within the kind supplied by the Administrative Agent and submitted to the Administrative Agent duly accomplished by such Lender .

Advance” means a borrowing hereunder (or conversion or continuation thereof) consisting of the mixture quantity of the a number of Loans or Facility Letters of Credit score of the identical Sort and, within the case of Eurocurrency Loans and Eurodollar Loans, in the identical Agreed Foreign money and for a similar Curiosity Interval, made by the Lenders on the identical Borrowing Date (or transformed or continued by the Lenders on the identical date of conversion or continuation).

Affected Monetary Establishment” means (a) any EEA Monetary Establishment or (b) any UK Monetary Establishment.

Affiliate” of any Particular person means every other Particular person immediately or not directly controlling, managed by or underneath widespread management with such Particular person.  A Particular person shall be deemed to manage one other Particular person if the controlling Particular person owns 10% or extra of any class of Voting Inventory of the managed Particular person or possesses, immediately or not directly, the facility to direct or trigger the course of the administration or insurance policies of the managed Particular person, whether or not by means of possession of Capital Inventory, by contract or in any other case. When used with regards to the Administrative Agent or any Lender, Associates shall embrace with out limitation any department of the Administrative Agent or such Lender.

Combination Commitments” means, as at any date of willpower, the mixture quantity, said in U.S. {Dollars}, of the Commitments of all Lenders. As of the Efficient Date, the Combination Commitments equal $250,000,000.

Combination Credit score Publicity” means, as at any date of willpower, the mixture Credit score Publicity of all Lenders.

Agreed Currencies” means (a) U.S. {Dollars} and (b) Agreed Overseas Currencies.

Agreed Overseas Currencies” means, as long as such currencies stay Eligible Currencies, British Kilos Sterling, Canadian {Dollars}, Euros and Extra Overseas Currencies.

Agreed Overseas Foreign money Equal” means, for any quantity of any Agreed Overseas Foreign money, on the time of willpower thereof, (a) if such quantity is expressed in such Agreed Overseas Foreign money, such quantity and (b) if such quantity is expressed in U.S. {Dollars}, the equal of such quantity in such Agreed

2


 

Overseas Foreign money decided by utilizing the speed of trade for the acquisition of such Agreed Overseas Foreign money with U.S. {Dollars} final supplied (both by publication or in any other case supplied to the Administrative Agent) by the relevant Reuters supply on the Enterprise Day (New York Metropolis time) instantly previous the date of willpower or if such service ceases to be out there or ceases to supply a price of trade for the acquisition of such Agreed Overseas Foreign money with U.S. {Dollars}, as supplied by such different publicly out there data service which offers that price of trade at such time rather than Reuters chosen by the Administrative Agent in its sole discretion (or if such service ceases to be out there or ceases to supply such price of trade, the equal of such quantity in U.S. {Dollars} as decided by the Administrative Agent utilizing any methodology of willpower it deems acceptable in its sole discretion).

Settlement” is outlined within the Preamble.

Alternate Base Charge” means, for any day, (x) with respect to any Advance denominated in Canadian {Dollars}, the Canadian Prime Charge, and (y) with respect to any Advance denominated in every other Agreed Foreign money, a price of curiosity every year equal to the best of (a) the Prime Charge in impact on such day, (b) the sum of the NYFRB Charge in impact on such day plus ½ of 1%, and (c) the sum of the One Month LIBOR Charge for such day (or if such day is just not a Enterprise Day, the instantly previous Enterprise Day) plus 1.0%; supplied that for the aim of this definition, the One Month LIBOR Charge for any day shall be primarily based on the Eurodollar Display Charge (or if the Eurodollar Display Charge is just not out there for such one month Curiosity Interval, the Interpolated Charge relevant to Eurodollar Advances) at roughly 11:00 a.m. London time on such day.  Any change within the Alternate Base Charge resulting from a change within the Prime Charge, the NYFRB Charge or the One Month LIBOR Charge or the Canadian Prime Charge shall be efficient from and together with the efficient date of such change within the Prime Charge, the NYFRB Charge or the One Month LIBOR Charge or the Canadian Prime Charge, respectively.  If the Alternate Base Charge is getting used as an alternate price of curiosity pursuant to Part 3.1 (for the avoidance of doubt, solely till the Benchmark Substitute has been decided pursuant to Part 3.1(b)), then the Alternate Base Charge when utilized in reference to any Advance denominated in U.S. {Dollars} shall be the larger of clauses (a) and (b) above and shall be decided regardless of clause (c) above.  For the avoidance of doubt, if the Alternate Base Charge as decided pursuant to the foregoing can be lower than zero, such price shall be deemed to be zero for functions of this Settlement.

Anti-Corruption Legal guidelines” means all legal guidelines, guidelines, and laws of any jurisdiction relevant to the Debtors or their Associates sometimes regarding or regarding bribery, cash laundering or corruption.

Relevant Margin” means, for any day, with respect to any Floating Charge Mortgage, Eurodollar Mortgage or Eurocurrency Mortgage, or with respect to the power payment payable pursuant to Part 2.5 or the Facility Letter of Credit score payment payable pursuant to Part 2.15.6, topic to the final paragraph of this definition, a proportion decided in accordance with the pricing grid set forth beneath:

 

Stage

Leverage

Ratio

Relevant Eurodollar/CDOR Charge/ Eurocurrency Margin for Loans and Facility Letter of Credit score Charges

Floating Charge Margin

Facility Charge

I

≥ 3.25:1.0

 

200.0 b.p.

100.0 b.p.

50.0 b.p.

II

≥ 3.00:1.0 however

< 3.25:1.0

 

175.0 b.p

75.0 b.p

50.0 b.p.

3


 

III

≥ 2.50:1.0 however

< 3.00:1.0

 

155.0 b.p.

55.0 b.p.

45.0 b.p.

IV

≥ 2.00:1.0 however

< 2.50:1.0

 

135.0 b.p.

35.0 b.p.

40.0 b.p.

V

≥ 1.50:1.0 however

< 2.00:1.0

 

115.0 b.p.

15.0 b.p.

35.0 b.p.

VI

< 1.50:1.00

 

95.0 b.p.

0.0 b.p.

30.0 b.p.

 

The Relevant Margin shall be adjusted (upward or downward), if needed, 60 days after the top of every of the primary three fiscal quarters of every fiscal 12 months of the Firm and 105 days after the top of every fiscal 12 months of the Firm, in every case primarily based on the Leverage Ratio as of probably the most not too long ago ended Check Interval.  The Relevant Margin will probably be set at Stage VI as of the Efficient Date, and the preliminary adjustment will probably be primarily based on the primary compliance certificates required to be delivered hereunder for the fiscal quarter ending March 31, 2021, supplied that on the choice of the Administrative Agent or on the request of the Required Lenders, if the Firm fails to ship the annual or quarterly consolidated monetary statements required to be delivered by it pursuant to Part 6.1, the Leverage Ratio shall be deemed to be in Stage I throughout the interval from the expiration of the time for supply thereof till such consolidated monetary statements are delivered.

If at any time the Administrative Agent determines that the monetary statements upon which the Relevant Margin was decided had been incorrect (whether or not primarily based on a restatement, fraud or in any other case), the Debtors shall be required to retroactively pay any extra quantity that the Debtors would have been required to pay if such monetary statements had been correct on the time they had been delivered.

Permitted Digital Platform” has the that means assigned to it in Part 11.13(a).

Permitted Fund” has the that means assigned to such time period in Part 13.1(b).

Arranger” means JPMorgan Chase Financial institution, Nationwide Affiliation, a nationwide banking affiliation, and its successors.

Article” means an article of this Settlement except one other doc is particularly referenced.

Project and Assumption” means an task and assumption settlement entered into by a Lender and an Eligible Assignee (with the consent of any celebration whose consent is required by Part 13.1), and accepted by the Administrative Agent, within the type of Exhibit A or every other kind authorised by the Administrative Agent.

Assuming Lender” is outlined in Part 2.19(d)(iii).

Approved Officer” means, with respect to any Borrower, any of the chief govt officer, the chief working officer, the chief monetary officer or the treasurer of such Borrower or any Particular person designated by any of the foregoing in writing to the Administrative Agent sometimes to behave on behalf of such Borrower, in every case, appearing singly.

Accessible Tenor” means, as of any date of willpower and with respect to the then-current Benchmark, as relevant, any tenor for such Benchmark or cost interval for curiosity calculated with

4


 

reference to such Benchmark, as relevant, that’s or could also be used for figuring out the size of an Curiosity Interval pursuant to this Settlement as of such date and never together with, for the avoidance of doubt, any tenor for such Benchmark that’s then-removed from the definition of “Curiosity Interval” pursuant to clause (f) of Part 3.1.

Bail-In Motion” means the train of any Write-Down and Conversion Powers by the relevant Decision Authority in respect of any legal responsibility of an Affected Monetary Establishment.

Bail-In Laws” means (a) with respect to any EEA Member Nation implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing legislation, regulation, rule or requirement for such EEA Member Nation sometimes which is described within the EU Bail-In Laws Schedule and (b) with respect to the UK,  Half I of the UK Banking Act 2009 (as amended sometimes) and every other legislation, regulation or rule relevant in the UK regarding the decision of unsound or failing banks, funding corporations or different monetary establishments or their associates (apart from by means of liquidation, administration or different insolvency proceedings).

Banking Companies” means every and any of the next financial institution companies supplied to the Firm or any Subsidiary by any Lender or any of its Associates: (a) bank cards for industrial prospects (together with, with out limitation, industrial bank cards and buying playing cards), (b) saved worth playing cards and (c) treasury administration companies (together with, with out limitation, managed disbursement, automated clearinghouse transactions, return gadgets, overdrafts and interstate depository community companies).

Banking Companies Obligations” means any and all obligations of the Firm or any Subsidiary, whether or not absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (together with all renewals, extensions and modifications thereof and substitutions therefor) in reference to Banking Companies.

Chapter Occasion” means, with respect to any Lender or a Dad or mum of any Lender, such Lender or Dad or mum turns into the topic of a chapter or insolvency continuing, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the advantage of collectors or related Particular person charged with the reorganization or liquidation of its enterprise appointed for it, or, within the good religion willpower of the Administrative Agent, has taken any motion in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such continuing or appointment, supplied {that a} Chapter Occasion shall not consequence solely by advantage of any possession curiosity, or the acquisition of any possession curiosity, in such Lender or Dad or mum by a Governmental Authority or instrumentality thereof, supplied, additional, that such possession curiosity doesn’t end in or present such Lender or Dad or mum with immunity from the jurisdiction of courts inside the USA or from the enforcement of judgments or writs of attachment on its property or allow such Lender or Dad or mum (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Lender or Dad or mum.

Benchmark” means, initially, the Related Charge; supplied that if a Benchmark Transition Occasion, a Time period SOFR Transition Occasion, a Time period ESTR Transition Occasion, a Time period TONA Transition Occasion or an Early Decide-in Election, as relevant, and its associated Benchmark Substitute Date have occurred with respect to Related Charge or the then-current Benchmark, then “Benchmark” means the relevant Benchmark Substitute to the extent that such Benchmark Substitute has changed such prior benchmark price pursuant to clause (b) or clause (c) of Part 3.1.

Benchmark Substitute” means, for any Accessible Tenor, the primary different set forth within the order beneath that may be decided by the Administrative Agent for the relevant Benchmark Substitute Date; supplied that, within the case of any Mortgage denominated in Canadian {Dollars} or an Extra Overseas

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Foreign money apart from Swiss Francs and Japanese Yen, “Benchmark Substitute” shall imply the choice set forth in (3) beneath:

(1)

(A) within the case of any Mortgage denominated in U.S. {Dollars}, the sum of: (a) Time period SOFR and (b) the associated Benchmark Substitute Adjustment,

(B) within the case of any Mortgage denominated in British Kilos Sterling, the sum of (a) Every day Easy SONIA  and (b) the associated Benchmark Substitute Adjustment,

(C) within the case of any Mortgage denominated in Euros, the sum of (a) Time period ESTR and (b) the associated Benchmark Substitute Adjustment,

(D) within the case of any Mortgage denominated in Swiss Francs, the sum of (a) Every day Easy SARON  and (b) the associated Benchmark Substitute Adjustment,

(E) within the case of any Mortgage denominated in Japanese Yen, the sum of (a) Time period TONA and (b) the associated Benchmark Substitute Adjustment;

(2)

(A) within the case of any Mortgage denominated in U.S. {Dollars}, the sum of: (a) Every day Easy SOFR and (b) the associated Benchmark Substitute Adjustment,

(B) [reserved],

(C) within the case of any Mortgage denominated in Euros, the sum of (a) Every day Easy ESTR and (b) the associated Benchmark Substitute Adjustment,

(D) [reserved],

(E) within the case of any Mortgage denominated in Japanese Yen, the sum of (a) Every day Easy TONA and (b) the associated Benchmark Substitute Adjustment;

(3)the sum of: (a) the alternate benchmark price that has been chosen by the Administrative Agent and the Firm because the substitute for the then-current Benchmark for the relevant Corresponding Tenor giving due consideration to (i) any choice or suggestion of a substitute benchmark price or the mechanism for figuring out such a price by the Related Governmental Physique or (ii) any evolving or then-prevailing market conference for figuring out a benchmark price as a substitute for the then-current Benchmark for syndicated credit score services denominated within the relevant Agreed Foreign money at such time and (b) the associated Benchmark Substitute Adjustment;

supplied that, within the case of clause (1)(A), (1)(C) or (1)(E), such Unadjusted Benchmark Substitute is displayed on a display or different data service that publishes such price sometimes as chosen by the Administrative Agent in its cheap discretion; supplied additional that, (x) with respect to a Mortgage denominated in U.S. {Dollars}, however something on the contrary on this Settlement or in every other Mortgage Doc, upon the incidence of a Time period SOFR Transition Occasion, and the supply of a Time period SOFR Discover, on the relevant Benchmark Substitute Date the “Benchmark Substitute” shall revert to and shall be deemed to be the sum of (a) Time period SOFR and (b) the associated Benchmark Substitute Adjustment, as set forth in clause (1)(A) of this definition (topic to the primary proviso above),

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(y) with respect to a Mortgage denominated in Euros, however something on the contrary on this Settlement or in every other Mortgage Doc, upon the incidence of a Time period ESTR Transition Occasion, and the supply of a Time period ESTR Discover, on the relevant Benchmark Substitute Date the “Benchmark Substitute” shall revert to and shall be deemed to be the sum of (a) Time period ESTR and (b) the associated Benchmark Substitute Adjustment, as set forth in clause (1)(C) of this definition (topic to the primary proviso above) and (z) with respect to a Mortgage denominated in Japanese Yen, however something on the contrary on this Settlement or in every other Mortgage Doc, upon the incidence of a Time period TONA Transition Occasion, and the supply of a Time period TONA Discover, on the relevant Benchmark Substitute Date the “Benchmark Substitute” shall revert to and shall be deemed to be the sum of (a) Time period TONA and (b) the associated Benchmark Substitute Adjustment, as set forth in clause (1)(E) of this definition (topic to the primary proviso above).

If the Benchmark Substitute as decided pursuant to clause (1), (2) or (3) above can be lower than the Ground, the Benchmark Substitute will probably be deemed to be the Ground for the needs of this Settlement and the opposite Mortgage Paperwork.

Benchmark Substitute Adjustment” means, with respect to any substitute of the then-current Benchmark with an Unadjusted Benchmark Substitute for any relevant Curiosity Interval and Accessible Tenor for any setting of such Unadjusted Benchmark Substitute:

(1)for functions of clauses (1) and (2) of the definition of “Benchmark Substitute,” the primary different set forth within the order beneath that may be decided by the Administrative Agent:

(a)the unfold adjustment, or methodology for calculating or figuring out such unfold adjustment (which can be a optimistic or unfavorable worth or zero) as of the Reference Time such Benchmark Substitute is first set for such Curiosity Interval that has been chosen or really helpful by the Related Governmental Physique for the substitute of such Benchmark with the relevant Unadjusted Benchmark Substitute for the relevant Corresponding Tenor;

(b)the unfold adjustment (which can be a optimistic or unfavorable worth or zero) as of the Reference Time such Benchmark Substitute is first set for such Curiosity Interval that might apply to the fallback price for a by-product transaction referencing the ISDA Definitions to be efficient upon an index cessation occasion with respect to such Benchmark for the relevant Corresponding Tenor; and

(2)for functions of clause (3) of the definition of “Benchmark Substitute,” the unfold adjustment, or methodology for calculating or figuring out such unfold adjustment (which can be a optimistic or unfavorable worth or zero) that has been chosen by the Administrative Agent and the Firm for the relevant Corresponding Tenor giving due consideration to (a) any choice or suggestion of a variety adjustment, or methodology for calculating or figuring out such unfold adjustment, for the substitute of such Benchmark with the relevant Unadjusted Benchmark Substitute by the Related Governmental Physique on the relevant Benchmark Substitute Date and/or (b) any evolving or then-prevailing market conference for figuring out a variety adjustment, or methodology for calculating or figuring out such unfold adjustment, for the substitute of such Benchmark with the relevant Unadjusted Benchmark Substitute for syndicated credit score services denominated within the relevant Agreed Foreign money at such time;

supplied that, within the case of clause (1) above, such adjustment is displayed on a display or different data service that publishes such Benchmark Substitute Adjustment sometimes as chosen by the Administrative Agent in its cheap discretion.

Benchmark Substitute Conforming Adjustments” means, with respect to any Benchmark Substitute, any technical, administrative or operational modifications (together with modifications to the definition of

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“Alternate Base Charge,” the definition of “Enterprise Day,” the definition of “Curiosity Interval,” timing and frequency of figuring out charges and making funds of curiosity, timing of borrowing requests or prepayment, conversion or continuation notices, size of lookback intervals, the applicability of breakage provisions, and different technical, administrative or operational issues) that the Administrative Agent decides could also be acceptable to mirror the adoption and implementation of such Benchmark Substitute and to allow the administration thereof by the Administrative Agent in a way considerably in keeping with market apply (or, if the Administrative Agent decides that adoption of any portion of such market apply is just not administratively possible or if the Administrative Agent determines that no market apply for the administration of such Benchmark Substitute exists, in such different method of administration because the Administrative Agent decides within reason needed in reference to the administration of this Settlement and the opposite Mortgage Paperwork).

Benchmark Substitute Date” means, with respect to any Benchmark, the earliest to happen of the next occasions with respect to such then-current Benchmark:

(1)within the case of clause (1) or (2) of the definition of “Benchmark Transition Occasion,” the later of (a) the date of the general public assertion or publication of data referenced therein and (b) the date on which the administrator of such Benchmark (or the printed element used within the calculation thereof) completely or indefinitely ceases to supply all Accessible Tenors of such Benchmark (or such element thereof);

(2)within the case of clause (3) of the definition of “Benchmark Transition Occasion,” the date of the general public assertion or publication of data referenced therein;

(3)within the case of a Time period SOFR Transition Occasion, a Time period ESTR Transition Occasion or a Time period TONA Transition Occasion, as relevant, the date that’s thirty (30) days after the date a Time period SOFR Discover, a Time period ESTR Discover or a Time period TONA Discover, as relevant, is supplied to the Lenders and the Firm pursuant to Part 3.1(c); or

(4)within the case of an Early Decide-in Election, the sixth (sixth) Enterprise Day after the date discover of such Early Decide-in Election is supplied to the Lenders, as long as the Administrative Agent has not obtained, by 5:00 p.m. (New York Metropolis time) on the fifth (fifth) Enterprise Day after the date discover of such Early Decide-in Election is supplied to the Lenders, written discover of objection to such Early Decide-in Election from Lenders comprising the Required Lenders.

For the avoidance of doubt, (a) if the occasion giving rise to the Benchmark Substitute Date happens on the identical day as, however sooner than, the Reference Time in respect of any willpower, the Benchmark Substitute Date will probably be deemed to have occurred previous to the Reference Time for such willpower and (b) the “Benchmark Substitute Date” will probably be deemed to have occurred within the case of clause (1) or (2) with respect to any Benchmark upon the incidence of the relevant occasion or occasions set forth therein with respect to all then-current Accessible Tenors of such Benchmark (or the printed element used within the calculation thereof).

Benchmark Transition Occasion” means, with respect to any Benchmark, the incidence of a number of of the next occasions with respect to such then-current Benchmark:

(1)a public assertion or publication of data by or on behalf of the administrator of such Benchmark (or the printed element used within the calculation thereof) asserting that such administrator has ceased or will stop to supply all Accessible Tenors of such Benchmark (or such element thereof), completely or indefinitely, supplied that, on the time of such assertion or publication,

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there isn’t any successor administrator that may proceed to supply any Accessible Tenor of such Benchmark (or such element thereof);

(2)a public assertion or publication of data by the regulatory supervisor for the administrator of such Benchmark (or the printed element used within the calculation thereof), the Federal Reserve Board, the NYFRB, an insolvency official with jurisdiction over the administrator for such Benchmark (or such element), a decision authority with jurisdiction over the administrator for such Benchmark (or such element) or a court docket or an entity with related insolvency or decision authority over the administrator for such Benchmark (or such element), in every case which states that the administrator of such Benchmark (or such element) has ceased or will stop to supply all Accessible Tenors of such Benchmark (or such element thereof) completely or indefinitely; supplied that, on the time of such assertion or publication, there isn’t any successor administrator that may proceed to supply any Accessible Tenor of such Benchmark (or such element thereof); or

(3)a public assertion or publication of data by the regulatory supervisor for the administrator of such Benchmark (or the printed element used within the calculation thereof) asserting that every one Accessible Tenors of such Benchmark (or such element thereof) are now not consultant.

(4)For the avoidance of doubt, a “Benchmark Transition Occasion” will probably be deemed to have occurred with respect to any Benchmark if a public assertion or publication of data set forth above has occurred with respect to every then-current Accessible Tenor of such Benchmark (or the printed element used within the calculation thereof).

Benchmark Unavailability Interval” means, with respect to any Benchmark, the interval (if any) (x) starting on the time {that a} Benchmark Substitute Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Substitute has changed such then-current Benchmark for all functions hereunder and underneath any Mortgage Doc in accordance with Part 3.1 and (y) ending on the time {that a} Benchmark Substitute has changed such then-current Benchmark for all functions hereunder and underneath any Mortgage Doc in accordance with Part 3.1.

Useful Possession Certification” means a certification relating to helpful possession or management as required by the Useful Possession Regulation.

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

Profit Plan” means any of (a) an “worker profit plan” (as outlined in Part 3(3) of ERISA) that’s topic to Title I of ERISA, (b) a “plan” as outlined in Part 4975 of the Code to which Part 4975 of the Code applies, and (c) any Particular person whose property embrace (for functions of the Plan Asset Rules or in any other case for functions of Title I of ERISA or Part 4975 of the Code) the property of any such “worker profit plan” or “plan.”

BHC Act Affiliate” of a celebration means an “affiliate’ (as such time period is outlined underneath, and interpreted in accordance with, 12 U.S.C. 1841(okay)) of such celebration.

Debtors” is outlined within the preamble hereto.

Borrowing Date” means any Enterprise Day laid out in a discover pursuant to Part 2.3, 2.7, 2.15 or 2.16 as a date on which a Borrower requests the Lenders to make Loans hereunder or, with respect to the issuance of any Facility Letter of Credit score, the date the relevant Issuer points such Facility Letter of Credit score.  

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British Kilos Sterling” or “£” means the lawful foreign money of the UK of Nice Britain and Northern Eire.

Enterprise Day” means (a) with respect to any borrowing, cost or price collection of Eurocurrency or Eurodollar Advances, a day (apart from a Saturday or Sunday) on which banks usually are open in Chicago, London and New York for the conduct of considerably all of their industrial lending actions and on which dealings within the relevant Agreed Foreign money is carried on within the London interbank market and a day upon which such clearing system as is set by the Administrative Agent to be appropriate for clearing or settlement of the relevant Agreed Foreign money is open for enterprise and, if the Advances that are the topic of such borrowing, cost or price choice are denominated in Euro, a day which is a Goal Day, and (b) for all different functions, a day (apart from a Saturday or Sunday) on which banks usually are open in Chicago, New York and, within the case of any Advance to a Canadian Borrower, Toronto, for the conduct of considerably all of their industrial lending actions.

Canadian AML Laws” means the Canadian Proceeds of Crime Act and every other relevant anti-money laundering, anti-terrorist financing, authorities sanction and “know your consumer” legal guidelines, underneath the legal guidelines of Canada, together with any tips or orders thereunder.

Canadian Borrower” means every Overseas Subsidiary Borrower sometimes designated by the Administrative Agent as a “Canadian Borrower.” As of the Efficient Date, MYE Canada Operations Inc. and Scepter Canada Inc. are the Canadian Debtors.

Canadian Greenback” and “C$” means the lawful foreign money of Canada.

Canadian Loans” means Loans denominated in Canadian {Dollars} made to a Canadian Borrower pursuant to Part 2.1(a).

Canadian Prime Charge” means, on any day, the speed decided by the Administrative Agent to be the upper of (a) the speed equal to the PRIMCAN Index price that seems on the Bloomberg display at 10:15 a.m. Toronto time on such day (or, within the occasion that the PRIMCAN Index is just not printed by Bloomberg, every other data companies that publishes such index sometimes, as chosen by the Administrative Agent in its cheap discretion) and (b) the common price for thirty (30) day Canadian Greenback bankers’ acceptances that seems on the Reuters Display CDOR Web page (or, within the occasion such price doesn’t seem on such web page or display, on any successor or substitute web page or display that shows such price, or on the suitable web page of such different data service that publishes such price sometimes, as chosen by the Administrative Agent in its cheap discretion) at 10:15 a.m. Toronto time on such day, plus 1% every year; supplied, that if any the above charges shall be lower than zero such price shall be deemed to be zero for functions of this Settlement. Any change within the Canadian Prime Charge resulting from a change within the PRIMCAN Index or the CDOR Charge shall be efficient from and together with the efficient date of such change within the PRIMCAN Index or CDOR Charge, respectively.

Canadian Proceeds of Crime Act” means the Proceeds of Crime (Cash Laundering) and Terrorist Financing Act (Canada), as amended sometimes, and together with all laws thereunder.

Capital Inventory” means (a) within the case of any company, all capital inventory and any securities exchangeable for or convertible into capital inventory and any warrants, rights or different choices to buy or in any other case purchase capital inventory or such securities or every other type of fairness securities, (b) within the case of an affiliation or enterprise entity, any and all shares, pursuits, participations, rights or different equivalents (nevertheless designated) of company inventory, (c) within the case of a partnership or restricted legal responsibility firm, partnership or membership pursuits (whether or not normal or restricted) and (d) every other curiosity or participation

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that confers on a Particular person the precise to obtain a share of the income and losses of, or distributions of property of, the issuing Particular person.

Capitalized Lease” of a Particular person means any lease of Property by such Particular person as lessee which might be capitalized on a stability sheet of such Particular person ready in accordance with GAAP.

Capitalized Lease Obligations” of a Particular person means the quantity of the obligations of such Particular person underneath Capitalized Leases which might be proven as a legal responsibility on a stability sheet of such Particular person ready in accordance with GAAP.

Money Equivalents” means (a) securities issued immediately and totally assured or insured by the USA of America or any company or instrumentality thereof (supplied that the total religion and credit score of the USA of America is pledged in assist thereof) having maturities of not a couple of 12 months from the date of acquisition, (b) U.S. Greenback denominated time deposits, certificates of deposit and bankers’ acceptances of (i) any Lender or (ii) any financial institution whose short-term industrial paper score from S&P is a minimum of A-1 or the equal thereof or from Moody’s is a minimum of P-1 or the equal thereof (any such financial institution, an “Permitted Lender”), in every case with maturities of not a couple of (1) 12 months from the date of acquisition, (c) industrial paper issued by any Lender or Permitted Lender or by the dad or mum firm of any Lender or Permitted Lender and industrial paper issued by, or assured by, any industrial or monetary firm with a short-term industrial paper score of a minimum of A-1 or the equal thereof by S&P or a minimum of P-1 or the equal thereof by Moody’s, or assured by any industrial firm with a long run unsecured debt score of a minimum of A or A2, or the equal of every thereof, from S&P or Moody’s, because the case could also be, and in every case maturing inside one (1) 12 months after the date of acquisition, (d) international Investments denominated in an Eligible Foreign money which can be of comparable sort of, and which have a score corresponding to, any of the Investments referred to within the previous clauses (a) by means of (c) above, and (e) investments in cash market funds considerably all of the property of that are comprised of securities of the categories described in clauses (a) by means of (d) above.

CDOR Charge” means on any day for the related Curiosity Interval, the annual price of curiosity equal to the common price relevant to Canadian greenback Canadian bankers’ acceptances for the relevant interval that seems on the “Reuters Display CDOR Web page” as outlined within the Worldwide Swap Vendor Affiliation, Inc. definitions, as modified and amended sometimes (or, within the occasion such price doesn’t seem on such web page or display, on any successor or substitute web page or display that shows such price, or on the suitable web page of such different data service that publishes such price sometimes, as chosen by the Administrative Agent in its cheap discretion), rounded to the closest 1/100th of 1% (with .005% being rounded up), as of 10:15 a.m. Toronto native time on the primary day of such Curiosity Interval and, if such day is just not a Enterprise Day, then on the instantly previous Enterprise Day (as adjusted by Administrative Agent after 10:15 a.m. Toronto native time to mirror any error within the posted price of curiosity or within the posted common annual price of curiosity).  If the CDOR Charge shall be lower than zero the CDOR Charge shall be deemed to be zero for functions of this Settlement.

CFC” means a “managed international company” inside the that means of Part 957 of the Code.

Change in Legislation” the incidence after the date of this Settlement or, with respect to any Lender, such later date on which such Lender turns into a celebration to this Settlement, of (a) the adoption of or taking impact of any legislation, rule, regulation or treaty or within the interpretation or utility thereof by any Governmental Authority, (b) any change in any legislation, rule, regulation or treaty or (c) compliance by any Lender or the Issuer (or, for functions of Part 3.2(b), by any lending workplace of such Lender or by such Lender’s or the Issuer’s holding firm, if any) with any request, guideline or directive (whether or not or not having the power of legislation) of any Governmental Authority made or issued after the date of this Settlement; supplied that, however something herein on the contrary,  (x) the Dodd-Frank Wall Road Reform and

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Client Safety Act and all requests, guidelines, tips or directives thereunder or issued in connection therewith and (y) all requests, guidelines, tips or directives promulgated by the Financial institution for Worldwide Settlements, the Basel Committee on Banking Supervision (or any successor or related authority) or the USA or international regulatory authorities, in every case pursuant to Basel III, shall be deemed to be a “Change in Legislation”, whatever the date enacted, adopted or issued.

Change of Management” means (a) a majority of the members of the board of administrators of the Firm shall not be Persevering with Administrators; or (b) any Particular person together with a “group” (inside the that means of Sections 13(d) and 14(d)(2) of the Securities Trade Act of 1934 as in impact on the Efficient Date) which incorporates such Particular person, shall buy or in any other case purchase, immediately or not directly, helpful possession (as decided in accordance with Guidelines 13d-3 and 13d-5 of the Securities and Trade Act of 1934 as in impact on the Efficient Date), of Voting Inventory of the Firm and, on account of such buy or acquisition, any such Particular person (along with its Associates), shall immediately or not directly beneficially (inside the that means of Guidelines 13d-3 and 13d-5 of the Securities and Trade Act of 1934 as in impact on the Efficient Date), personal within the combination Voting Inventory representing greater than 35% of the mixed voting energy of the Firm’s Voting Inventory.

Code” means the Inside Income Code of 1986, as amended, reformed or in any other case modified sometimes.

Collateral” means, collectively, the “Collateral” underneath and as outlined in, and every other property upon which a Lien has been granted by, the Pledge Agreements, the Guaranties or every other Collateral Doc.

Collateral Paperwork” means, collectively, the Guaranties, the Consent and Modification of Collateral Paperwork, the Intercreditor Settlement, the Pledge Agreements, and all different agreements or paperwork granting or perfecting a Lien on any Collateral or guaranteeing the Obligations or any of the opposite Assured Obligations in favor of the Administrative Agent for the advantage of the Lenders at any time, as any of the foregoing could also be amended, restated, supplemented or in any other case modified sometimes.

Dedication” means, with respect to every Lender, the dedication of such Lender to make Loans hereunder (together with with respect to any Dedication Improve and any Incremental Time period Loans) and to amass participations in Facility Letters of Credit score and Swing Loans, as such dedication could also be (a) diminished sometimes pursuant to Part 2.4, (b) elevated sometimes pursuant to Part 2.19 and (c) diminished or elevated sometimes pursuant to assignments by or to such Lender pursuant to Part 2.21 or Part 13.1.  The preliminary quantity of every Lender’s Dedication as of the Efficient Date is ready forth on Schedule 1.1(a).  The preliminary combination quantity of the Lenders’ Commitments as of the Efficient Date is $250,000,000.

Dedication Date” is outlined in Part 2.19(b).

Dedication Improve” is outlined in Part 2.19(a).

Commodity Trade Act” means the Commodity Trade Act (7 U.S.C. § 1 et seq.), as amended sometimes, and any successor statute.

Frequent Collateral” means the 65% of the voting Capital Inventory and 100% of the non-voting Capital Inventory of every Overseas Subsidiary immediately owned by the Firm or a Home Subsidiary and required to be pledged underneath Part 2.18(a) of this Settlement to safe the Secured Obligations and the Personal Senior Be aware Obligations.

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Communications” has the that means assigned to such time period in Part 11.13(c).

Firm” is outlined within the preamble hereto.

Firm Providing” means an providing pursuant to an efficient registration assertion by which unsecured debt securities of the Firm are offered (whether or not or not for the account of the Firm) for reoffering and resale to the general public.

Condemnation” is outlined in Part 7.8.

Connection Revenue Taxes” means Different Connection Taxes which can be imposed on or measured by internet earnings (nevertheless denominated) or which can be franchise Taxes or department income Taxes.

Consent and Modification of Collateral Paperwork” means the Consent and Modification of Collateral Paperwork executed by the Debtors and the Guarantors dated the date hereof and in connection herewith, in kind and substance passable to the Administrative Agent, as amended or modified sometimes.

Consenting Lender” is outlined in Part 2.21(a).

Consolidated Internet Price” means, as of any date, the Consolidated Whole Belongings minus the entire liabilities of the Firm and its Subsidiaries decided in accordance with GAAP on a consolidated foundation.

Consolidated Whole Belongings” means, as of any date, the entire property of the Firm and its Subsidiaries, decided in accordance with GAAP on a consolidated foundation.

Contingent Obligation” of a Particular person means any settlement, enterprise or association by which such Particular person assumes, guaranties, endorses, contingently agrees to buy or present funds for the cost of, or in any other case turns into or is contingently liable upon, the duty or legal responsibility of every other Particular person, or agrees to keep up the online value or working capital or different monetary situation of every other Particular person, or in any other case assures any creditor of such different Particular person in opposition to loss, together with, with out limitation, any consolation letter, working settlement or take‑or‑pay contract.  The quantity of any Contingent Obligation shall be equal to the quantity of the duty that’s so guarantied or supported that’s really excellent or in any other case due and payable sometimes, if a hard and fast and determinable quantity or if there isn’t any fastened or determinable quantity, both (x) if a most quantity is assured, the utmost quantity or (y) if there isn’t any most quantity the quantity of the duty that’s so guarantied or supported.

Persevering with Administrators” means people who initially of any interval of two consecutive calendar years constituted the board of administrators of the Firm, along with any new administrators whose election by such board of administrators or whose nomination for election was authorised by a vote of a minimum of two-thirds of the members of such board of administrators then nonetheless in workplace who both had been members of such board of administrators initially of such interval or whose election or nomination for election was beforehand so authorised.

Managed Group” means all members of a managed group of companies and all trades or companies (whether or not or not included) underneath widespread management which, along with the Firm or any of its Subsidiaries, are handled as a single employer underneath Part 414 of the Code.

Conversion/Continuation Discover” is outlined in Part 2.7.1.

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Corresponding Tenor” with respect to any Accessible Tenor means, as relevant, both a tenor (together with in a single day) or an curiosity cost interval having roughly the identical size (disregarding enterprise day adjustment) as such Accessible Tenor.

Lined Entity” means any of the next:

(a)a “lined entity” as that time period is outlined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(b)a “lined financial institution” as that time period is outlined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(c)a “lined FSI” as that time period is outlined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

Credit score Publicity” means as at any date of willpower with respect to any Lender, the sum of the mixture unpaid principal quantity of such Lender’s Loans on such date and the quantity of such Lender’s Professional Rata Share of the Facility Letter of Credit score Obligations and Swing Loans on such date, all said in U.S. {Dollars}.

Credit score Celebration” means the Administrative Agent, any Issuer or every other Lender.

Every day Easy ESTR” means, for any day, ESTR, with the conventions for this price (which can embrace a lookback) being established by the Administrative Agent in accordance with the conventions for this price chosen or really helpful by the Related Governmental Physique for figuring out “Every day Easy ESTR” for enterprise loans; supplied that, if the Administrative Agent decides that any such conference is just not administratively possible for the Administrative Agent, then the Administrative Agent could set up one other conference in its cheap discretion.

Every day Easy SARON” means, for any day, SARON, with the conventions for this price (which can embrace a lookback) being established by the Administrative Agent in accordance with the conventions for this price chosen or really helpful by the Related Governmental Physique for figuring out “Every day Easy SARON” for enterprise loans; supplied that, if the Administrative Agent decides that any such conference is just not administratively possible for the Administrative Agent, then the Administrative Agent could set up one other conference in its cheap discretion.

Every day Easy SOFR” means, for any day, SOFR, with the conventions for this price (which can embrace a lookback) being established by the Administrative Agent in accordance with the conventions for this price chosen or really helpful by the Related Governmental Physique for figuring out “Every day Easy SOFR” for enterprise loans; supplied that, if the Administrative Agent decides that any such conference is just not administratively possible for the Administrative Agent, then the Administrative Agent could set up one other conference in its cheap discretion.

Every day Easy SONIA” means, for any day, SONIA, with the conventions for this price (which can embrace a lookback) being established by the Administrative Agent in accordance with the conventions for this price chosen or really helpful by the Related Governmental Physique for figuring out “Every day Easy SONIA” for enterprise loans; supplied that, if the Administrative Agent decides that any such conference is just not administratively possible for the Administrative Agent, then the Administrative Agent could set up one other conference in its cheap discretion.

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Every day Easy TONA” means, for any day, TONA, with the conventions for this price (which can embrace a lookback) being established by the Administrative Agent in accordance with the conventions for this price chosen or really helpful by the Related Governmental Physique for figuring out “Every day Easy TONA” for enterprise loans; supplied that, if the Administrative Agent decides that any such conference is just not administratively possible for the Administrative Agent, then the Administrative Agent could set up one other conference in its cheap discretion.

Declining Lenders” is outlined in Part 2.21(a).

Default” means an occasion described in Article VII.

Defaulting Lender” means any Lender that (a) has failed, inside two Enterprise Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Facility Letters of Credit score or Swing Loans or (iii) pay over to any Credit score Celebration every other quantity required to be paid by it hereunder, except, within the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the results of such Lender’s good religion willpower {that a} situation precedent to funding (particularly recognized and together with the actual default, if any) has not been glad, (b) has notified the Firm or any Credit score Celebration in writing, or has made a public assertion to the impact, that it doesn’t intend or count on to adjust to any of its funding obligations underneath this Settlement (except such writing or public assertion signifies that such place relies on such Lender’s good religion willpower {that a} situation precedent (particularly recognized and together with the actual default, if any) to funding a mortgage underneath this Settlement can’t be glad) or usually underneath different agreements by which it commits to increase credit score, (c) has failed, inside three Enterprise Days after request by a Credit score Celebration, appearing in good religion, to supply a certification in writing from a certified officer of such Lender that it’s going to adjust to its obligations (and is financially capable of meet such obligations) to fund potential Loans and participations in then excellent Facility Letters of Credit score and Swing Loans underneath this Settlement, supplied that such Lender shall stop to be a Defaulting Lender pursuant to this clause (c) upon such Credit score Celebration’s receipt of such certification in kind and substance passable to it and the Administrative Agent, or (d) has turn out to be the topic of (i) a Chapter Occasion or (ii) a Bail-In Motion.

Default Rights” has the that means assigned to that time period in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as relevant.

Designated Monetary Officer” means, with respect to any Borrower, its chief monetary officer, treasurer or controller.

Disqualified Competitor” means (a) any Particular person which is a direct competitor (and together with any Individual that Controls such direct competitor or is Managed by such direct competitor)  of the Borrower or its Subsidiaries in the identical or considerably related line of enterprise because the Borrower or its Subsidiaries as of the Efficient Date and which is particularly recognized by the Borrower to the Administrative Agent in writing and delivered in accordance with Part 14.1 hereof previous to the Efficient Date, and (b) every other Particular person that’s fairly decided by the Borrower to be such a direct competitor of the Borrower or its Subsidiaries and which is particularly recognized in a written complement to the record of “Disqualified Opponents” sometimes after the Efficient Date, which complement shall turn out to be efficient three (3) Enterprise Days after supply thereof to the Administrative Agent (for distribution to the Lenders) in accordance with Part 14.1 (along with any Particular person immediately or not directly managed or underneath widespread management with any Particular person recognized in both clause (a) or clause (b) if and to the extent such Particular person is clearly identifiable solely on the idea of such Particular person’s title) (such record of Disqualified Opponents supplied by the Borrower underneath clause (a) above, as it could be up to date sometimes in accordance with clause (b) above, the “DQ Record”), supplied that no Particular person that’s already a Lender or Participant on the time of such identification by the Borrower to the Administrative Agent shall be deemed a Disqualified Competitor.  It

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is known and agreed that (i) any complement to the record of Individuals which can be Disqualified Opponents contemplated by the foregoing clause (b) shall not apply retroactively to disqualify any Individuals which have beforehand acquired an task or participation curiosity within the Loans (however solely with respect to such Loans), (ii) the Borrower’s failure to ship such record (or complement thereto) in accordance with Part 14.1 shall render such record (or complement) not obtained and never efficient and (iii) “Disqualified Competitor” shall exclude any Individual that the Borrower has designated as now not being a “Disqualified Competitor” by written discover delivered to the Administrative Agent sometimes in accordance with Part 14.1.  It’s additional understood and agreed {that a} direct competitor shall not embrace (x) a financial institution, the same monetary establishment, or an insurance coverage firm except it Controls such direct competitor or is Managed by such direct competitor, or (y) a bona fide debt fund or an funding car that’s commonly engaged in making, buying, holding or in any other case investing in industrial loans, bonds and related extensions of credit score within the strange course of enterprise and with respect to which no such direct competitor or a Individual that Controls or is Managed by such a direct competitor makes funding selections or has the facility, immediately or not directly, to direct or trigger the course of such fund’s or funding car’s funding selections.

Disqualified Inventory” means any Capital Inventory that, by its phrases (or by the phrases of any safety into which it’s convertible or for which it’s exchangeable), or upon the occurring of any occasion, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or in any other case, or redeemable on the choice of the holder thereof, in entire or partially, or which is in any other case required to be categorised as a legal responsibility underneath SFAS No. 150 (ASC 480-10) or underneath GAAP.

Dividing Particular person” has the that means assigned to it within the definition of “Division.”

Division” means the division of the property, liabilities and/or obligations of a Particular person (the “Dividing Particular person”) amongst two or extra Individuals (whether or not pursuant to a “plan of division” or related association), which can or could not embrace the Dividing Particular person and pursuant to which the Dividing Particular person could or could not survive.

Division Successor” means any Individual that, upon the consummation of a Division of a Dividing Particular person, holds all or any portion of the property, liabilities and/or obligations beforehand held by such Dividing Particular person instantly previous to the consummation of such Division.  A Dividing Particular person which retains any of its property, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the incidence of such Division.

Documentation Brokers” means KeyBank Nationwide Affiliation, PNC Financial institution, Nationwide Affiliation, Wells Fargo Financial institution, N.A. and Fifth Third Financial institution, Nationwide Affiliation, of their capability as documentation brokers for the Lenders hereunder.  

Greenback Equal” means, for any quantity, on the time of willpower thereof, (a) if such quantity is expressed in U.S. {Dollars}, such quantity, (b) if such quantity is expressed in an Agreed Overseas Foreign money, the equal of such quantity in U.S. {Dollars} decided by utilizing the speed of trade for the acquisition of U.S. {Dollars} with the Agreed Overseas Foreign money final supplied (both by publication or in any other case supplied to the Administrative Agent) by Reuters on the Enterprise Day (New York Metropolis time)  instantly previous the date of willpower or if such service ceases to be out there or ceases to supply a price of trade for the acquisition of U.S. {Dollars} with the Agreed Overseas Foreign money, as supplied by such different publicly out there data service which offers that price of trade at such time rather than Reuters chosen by the Administrative Agent in its sole discretion (or if such service ceases to be out there or ceases to supply such price of trade, the equal of such quantity in U.S. {Dollars} as decided by the Administrative Agent utilizing any methodology of willpower it deems acceptable in its sole discretion) and (c) if such quantity is denominated in every other foreign money, the equal of such quantity in U.S. {Dollars} as

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decided by the Administrative Agent utilizing any methodology of willpower it deems acceptable in its sole discretion.

Home Subsidiary” means every current and future Subsidiary of the Firm which isn’t a Overseas Subsidiary.

DQ Record” is outlined within the definition of the Disqualified Competitor.

Early Decide-in Election” means, with respect to any Agreed Foreign money, the incidence of:

(1)a notification by the Administrative Agent to (or the request by the Firm to the Administrative Agent to inform) every of the opposite events hereto that syndicated credit score services denominated within the relevant Agreed Foreign money being executed at such time, or that embrace language just like that contained in Part 3.1 are being executed or amended, as relevant, to include or undertake a brand new benchmark rate of interest to switch the Related Charge, and

(2)the joint election by the Administrative Agent and the Firm to declare that an Early Decide-in Election for such Agreed Foreign money has occurred and the supply, as relevant, by the Administrative Agent of written discover of such election to the Firm and the Lenders.

EBITDA” means, for any interval,

(a)the consolidated internet earnings (or loss) of the Firm and its Subsidiaries for such interval decided in conformity with GAAP, plus

(b)to the extent deducted in figuring out such internet earnings (with out duplication),

(i)provision for Taxes primarily based on earnings, income, income or capital, and gross sales taxes, together with federal, international and state earnings, franchise, excise and related taxes primarily based on earnings, income, income or capital and international withholding taxes paid or accrued (together with in respect of repatriated funds) together with penalties and curiosity associated to such taxes,

(ii)Curiosity Expense;

(iii)depreciation and amortization expense;

(iv)any non-cash fees for such interval (together with, with out limitation, non-recurring, non-cash fees and non-cash restructuring and impairment fees, non-cash inventory primarily based compensation, and non-cash buy accounting changes made throughout such interval and non-cash trade, translation or efficiency losses throughout such interval regarding any international foreign money hedging transactions or foreign money fluctuations (however excluding any non-cash cost in respect of an merchandise that was included in internet earnings in a previous interval and any non-cash cost that pertains to the write-down or write-off of stock));

(v)money restructuring and impairment fees; supplied that the mixture quantity added again underneath this clause (v) in figuring out EBITDA along with quantities added again pursuant to clauses (xi) and (xii) of this definition shall not exceed 10% of EBITDA for any Check Interval (decided previous to giving impact to any such addback(s));

(vi)all extraordinary losses;

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(vii)losses from the sale, trade, switch or different disposition of property or property not within the strange course of enterprise of the Firm and its Subsidiaries, and associated tax results in accordance with GAAP;

(viii)cheap and documented non-recurring charges, prices and bills immediately incurred throughout such interval in reference to any proposed or precise issuance of any Indebtedness (or any modification thereto) or Capital Inventory, or any proposed or precise acquisitions (together with Acquisitions), Investments, asset gross sales or divestitures permitted hereunder, whether or not or not consummated;

(ix)any losses throughout such interval attributable to early extinguishment of Indebtedness or obligations underneath any Monetary Contract;

(x)any losses throughout such interval ensuing from the sale or disposition of any asset of the Debtors or their Subsidiaries exterior the strange course of enterprise;

(xi)any uncommon or non-recurring fees, bills or losses and non-recurring restructuring associated prices, fees, charges and bills and any litigation settlements or losses exterior the strange course of enterprise; supplied that the mixture quantity added again underneath this clause (xi) in figuring out EBITDA along with quantities added again pursuant to clauses (v) and (xii) of this definition shall not exceed 10% of EBITDA for any Check Interval (decided previous to giving impact to any such addback(s));

(xii)the quantity of price financial savings, working expense reductions, workforce reductions, different working enhancements and different initiatives and synergies or operational modifications (internet of the quantity of precise quantities realized) which can be (A) projected by the Firm in good religion to be fairly anticipated to be realizable inside twelve (12) months after the date a specified transaction is initiated or a plan for realization thereof shall have been established and (B) associated to such specified transaction, in every case, which will probably be added to EBITDA as so projected or decided till totally realized and calculated on a Professional Forma Foundation as if such price financial savings, working expense reductions, different working enhancements and initiatives and synergies had been realized on the primary day of such interval; supplied that the mixture quantity added again underneath this clause (xii) in figuring out EBITDA along with quantities added again pursuant to clauses (v) and (xi) of this definition shall not exceed 10% of EBITDA for any Check Interval (decided previous to giving impact to any such addback(s)); supplied, additional, that the Firm will itemize the calculation of such quantities underneath this (xii) within the compliance certificates delivered pursuant to Part 6.1(iii);

(xiii)non-recurring cheap prices, charges and bills incurred in reference to the modification and restatement of this Settlement and any future amendments, waivers, different modifications or repayments thereof;

(xiv)any cost, expense, price, accrual, reserve, cost, payment, expense or lack of any sort that’s lined by indemnification, reimbursement, warranty, buy value adjustment or different related provisions in favor of a Borrower or its Subsidiaries in any settlement entered into by a Borrower or its Subsidiaries to the extent such bills and funds have been reimbursed pursuant to the relevant indemnity, warranty or acquisition settlement in such interval (or are fairly anticipated to be so paid or reimbursed inside one 12 months after the top of such interval to the extent not accrued) or an precedent days if not added again to EBITDA in such precedent days; supplied that if such quantity is just not so reimbursed inside such one 12 months interval, such bills or losses shall be subtracted within the subsequent calculation interval;

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(xv)internet unrealized or realized trade, translation or efficiency losses regarding international foreign money transactions and international trade changes together with, with out limitation, losses and bills in reference to, and foreign money and trade price fluctuations and losses or different obligations from, hedging actions or different by-product devices;

(xvi)any expense throughout such interval regarding an outlined advantages pension or post-retirement profit plan; and

(xvii)any cost, expense, price, accrual, reserve, cost, payment, expense or lack of any sort attributable to, and funds of, authorized settlements, fines, judgments or orders; supplied that the mixture quantity thereof shall not exceed 5% of EBITDA for such interval (decided previous to giving impact to this addback); minus

(c)to the extent included in figuring out such internet earnings, every of the next, with out duplication:

(i)non-cash earnings or different beneficial properties;

(ii)beneficial properties in respect of hedging transactions and mark-to-market of Indebtedness denominated in foreign currency echange;

(iii)all extraordinary beneficial properties;

(iv)the earnings of any Particular person (apart from a Wholly Owned Subsidiary of the Firm) by which any Particular person apart from the Firm or any of its Subsidiaries has a joint curiosity or a partnership curiosity or different possession curiosity, besides to the extent of the quantity of dividends or different distributions really paid to the Firm or any of its Subsidiaries by such Particular person throughout such interval;

(v)beneficial properties from the sale, trade, switch or different disposition of property or property not within the strange course of enterprise of the Firm and its Subsidiaries, and associated tax results in accordance with GAAP; and

(vi)the earnings of any Subsidiary of the Firm to the extent that the declaration or cost of dividends or related distributions by that Subsidiary of that earnings is just not on the time permitted by operation of the phrases of its constitution or any settlement, instrument, judgment, decree, order, statute, rule or governmental regulation relevant to that Subsidiary.

If any Acquisition or Funding is made by a Borrower or its Subsidiaries throughout an relevant Check Interval, the calculation of EBITDA shall be adjusted to incorporate EBITDA associated thereto as if such Acquisition or Funding had been made initially of such Check Interval, in accordance with Part 1.4(b) hereof.

EEA Monetary Establishment” means (a) any credit score establishment or funding agency established in any EEA Member Nation which is topic to the supervision of an EEA Decision Authority, (b) any entity established in an EEA Member Nation which is a dad or mum of an establishment described in clause (a) of this definition, or (c) any monetary establishment established in an EEA Member Nation which is a subsidiary of an establishment described in clauses (a) or (b) of this definition and is topic to consolidated supervision with its dad or mum.

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EEA Member Nation” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

EEA Decision Authority” means any public administrative authority or any Particular person entrusted with public administrative authority of any EEA Member Nation (together with any delegee) having accountability for the decision of any EEA Monetary Establishment.

Efficient Date” means March 12, 2021.

Digital Signature” means an digital sound, image, or course of connected to, or related to, a contract or different report and adopted by a Particular person with the intent to signal, authenticate or settle for such contract or report.

Digital System” means any digital system, together with e-mail, e-fax, Intralinks®, ClearPar®, Debt Area, Syndtrak and every other Web or extranet-based web site, whether or not such digital system is owned, operated or hosted by the Administrative Agent and the Issuer and any of its respective Associated Events or every other Particular person, offering for entry to information protected by passcodes or different safety system.

Elevated Leverage Interval” is outlined in Part 6.19.

Eligible Assignee” is outlined in Part 13.1(b).

Eligible Foreign money” means any foreign money apart from U.S. {Dollars} (a) that’s available, (b) that’s freely traded, (c) by which deposits are usually supplied to banks within the London interbank market (aside from Canadian {Dollars} or every other foreign money agreed to by the Lenders), (d) which is convertible into U.S. {Dollars} within the worldwide interbank market and (e) as to which a Greenback Equal could also be readily calculated.  If, after the designation by the Lenders of any foreign money as an Agreed Foreign money, (i) foreign money management or different trade laws are imposed within the nation by which such foreign money is issued with the consequence that various kinds of such foreign money are launched, (ii) such foreign money is, within the willpower of the Administrative Agent, now not available or freely traded or (iii) within the willpower of the Administrative Agent, a Greenback Equal of such foreign money is just not readily calculable, the Administrative Agent shall promptly notify the Lenders and the Firm, and such foreign money shall now not be an Agreed Foreign money till such time as all the Lenders comply with reinstate such foreign money as an Agreed Foreign money and promptly, however in any occasion inside 5 Enterprise Days of receipt of such discover from the Administrative Agent, the Debtors shall repay all Loans in such affected foreign money or convert such Loans into Loans in U.S. {Dollars} or one other Agreed Foreign money, topic to the opposite phrases set forth in Article II.

Environmental Legal guidelines” means, with respect to the Firm or any of its Subsidiaries, any and all federal, state, provincial, native and international statutes, legal guidelines, binding judicial selections, laws, ordinances, guidelines, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and different governmental restrictions regarding (a) the safety of the surroundings, (b) the impact of the surroundings on human well being, (c) emissions, discharges or releases of pollution, contaminants, hazardous substances or wastes into floor water, floor water or land, or (d) the manufacture, processing, distribution, use, therapy, storage, disposal, transport or dealing with of pollution, contaminants, hazardous substances or wastes or the clean-up or different remediation thereof, in every case, to the extent relevant to the Firm or such Subsidiary or their respective Property.

ERISA” means the Worker Retirement Revenue Safety Act of l974, as amended sometimes, and any rule or regulation issued thereunder.

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ESTR” means, with respect to any Enterprise Day, a price every year equal to the Euro Quick Time period Charge for such Enterprise Day printed by the ESTR Administrator on the ESTR Administrator’s Web site.

ESTR Administrator” means the European Central Financial institution (or any successor administrator of the Euro Quick Time period Charge).

ESTR Administrator’s Web site” means the European Central Financial institution’s web site, presently at http://www.ecb.europa.eu, or any successor supply for the Euro Quick Time period Charge recognized as such by the ESTR Administrator sometimes.

EU Bail-In Laws Schedule” means the EU Bail-In Laws Schedule printed by the Mortgage Market Affiliation (or any successor Particular person), as in impact sometimes.  

EURIBOR Interpolated Charge” means, at any time, with respect to any Eurocurrency Advance denominated in Euros and for any Curiosity Interval, the speed every year (rounded to the identical variety of decimal locations because the EURIBOR Display Charge) decided by the Administrative Agent (which willpower shall be conclusive and binding absent manifest error) to be equal to the speed that outcomes from interpolating on a linear foundation between: (a) the EURIBOR Display Charge for the longest interval (for which the EURIBOR Display Charge is offered for Euros) that’s shorter than the Impacted EURIBOR Charge Curiosity Interval; and (b) the EURIBOR Display Charge for the shortest interval (for which the EURIBOR Display Charge is offered for Euros) that exceeds the Impacted EURIBOR Charge Curiosity Interval, in every case, at such time; supplied that, if any EURIBOR Interpolated Charge shall be lower than zero, such price shall be deemed to be zero for the needs of this Settlement.

EURIBOR Charge” means, with respect to any Eurocurrency Advance denominated in Euros and for any Curiosity Interval, the EURIBOR Display Charge at roughly 11:00 a.m., Brussels time, two TARGET days previous to the graduation of such Curiosity Interval; supplied that, if the EURIBOR Display Charge shall not be out there at such time for such Curiosity Interval (an “Impacted EURIBOR Charge Curiosity Interval”) with respect to Euros then the EURIBOR Charge shall be the EURIBOR Interpolated Charge, topic to Part 3.1 within the occasion that the Administrative Agent shall conclude that it shall not be doable to find out the EURIBOR Interpolated Charge (which conclusion shall be conclusive and binding absent manifest error).

EURIBOR Display Charge” means the euro interbank supplied price administered by the European Cash Markets Institute (or every other individual which takes over the administration of that price) for the related interval displayed on web page EURIBOR01 of the Thomson Reuters display (or any substitute Thomson Reuters web page which shows that price) or on the suitable web page of such different data service which publishes that price sometimes rather than Thomson Reuters as of 11:00 a.m. Brussels time two TARGET days previous to the graduation of such Curiosity Interval.  If such web page or service ceases to be out there, the Administrative Agent could specify one other web page or service displaying the related price after session with the Firm.  If the EURIBOR Display Charge shall be lower than zero, the EURIBOR Display Charge shall be deemed to be zero for functions of this Settlement.

Euro” and/or “EUR” means the euro referred to in Council Regulation (EC) No. 1103/97 dated June 17, 1997 handed by the Council of the European Union, or, if completely different, the then lawful foreign money of the member states of the European Union that take part within the third stage of Financial and Financial Union.

Eurocurrency Advance” means an Advance which bears curiosity on the Eurocurrency Charge.

Eurocurrency Base Charge” means, with respect to (a) any Eurocurrency Advance denominated in British Kilos Sterling or every other Extra Overseas Foreign money (apart from Japanese Yen) for any Curiosity

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Interval, the London interbank supplied price as administered by ICE Benchmark Administration (or every other Individual that takes over the administration of such price for such Agreed Overseas Currencies) for a interval equal in size to such Curiosity Interval as displayed on pages LIBOR01 or LIBOR02 of the Reuters display that shows such price or, within the occasion such price doesn’t seem on a Reuters web page or display, on any successor or substitute web page on such display that shows such price, or on the suitable web page of such different data service that publishes such price sometimes as shall be chosen by the Administrative Agent in its cheap discretion (in every case, the “Eurocurrency Display Charge”) at roughly 11:00 a.m., London time, on the Citation Day for such Agreed Overseas Foreign money and Curiosity Interval; supplied that (i) if the Eurocurrency Display Charge shall be lower than zero, such price shall be deemed to be zero for the needs of this Settlement; and (ii) if the Eurocurrency Display Charge shall not be out there at such time for a interval equal in size to such Curiosity Interval (a “Impacted Eurocurrency Curiosity Interval”), then the Eurocurrency Base Charge relevant to such Agreed Overseas Foreign money shall be the Interpolated Charge relevant to such Agreed Overseas Foreign money at such time, topic to Part 3.1 within the occasion that the Administrative Agent shall conclude that it shall not be doable to find out such Interpolated Charge (which conclusion shall be conclusive and binding absent manifest error); (b) any Eurocurrency Advance denominated in Euros for any Curiosity Interval, the EURIBOR Charge; (c) any Eurocurrency Advance denominated in Japanese Yen and for any Curiosity Interval, the TIBOR Charge; and (d) any Eurocurrency Advance denominated in Canadian {Dollars} for any Curiosity Interval, the CDOR Charge on the Citation Day for such Curiosity Interval, supplied, if the CDOR Charge shall not be out there at such time for such Curiosity Interval (an “Impacted CDOR Curiosity Interval”), then the CDOR Charge for such Curiosity Interval shall be the Interpolated Charge relevant to Canadian {Dollars} at such time, topic to Part 3.1 within the occasion that the Administrative Agent shall conclude that it shall not be doable to find out such Interpolated Charge (which conclusion shall be conclusive and binding absent manifest error).

Eurocurrency Mortgage” means a Mortgage which bears curiosity on the Eurocurrency Charge.

Eurocurrency Charge” means, with respect to a Eurocurrency Mortgage for the related Curiosity Interval, the sum of (a) the quotient of (i) the Eurocurrency Base Charge relevant to such Curiosity Interval and such Agreed Overseas Foreign money, divided by (ii) one minus the Reserve Requirement (expressed as a decimal) relevant to such Curiosity Interval, plus (b) the Relevant Margin.

Eurocurrency Display Charge” has the that means assigned to it within the definition of “Eurocurrency Base Charge.”

Eurodollar Advance” means an Advance which bears curiosity at a Eurodollar Charge.

Eurodollar Base Charge” means, with respect to a Eurodollar Advance in U.S. {Dollars} for the related Curiosity Interval or for any Floating Charge Advance, the London interbank supplied price as administered by ICE Benchmark Administration (or every other Individual that takes over the administration of such price) for U.S. {Dollars} for a interval equal in size to such Curiosity Interval as displayed on pages LIBOR01 or LIBOR02 of the Reuters display that shows such price or, within the occasion such price doesn’t seem on a Reuters web page or display, on any successor or substitute web page on such display that shows such price, or on the suitable web page of such different data service that publishes such price sometimes as shall be chosen by the Administrative Agent in its cheap discretion (in every case, the “Eurodollar Display Charge”) at roughly 11:00 a.m., London time, two (2) Enterprise Days previous to the graduation of such Curiosity Interval; supplied that, (x) if the Eurodollar Display Charge shall be lower than zero, such price shall be deemed to be zero for the needs of this Settlement and (y) if the Eurodollar Display Charge shall not be out there at such time for a interval equal in size to such Curiosity Interval (a “Impacted Eurodollar Curiosity Interval”), then the Eurodollar Base Charge shall be the Interpolated Charge relevant to U.S. {Dollars} at such time, topic to Part 3.1 within the occasion that the Administrative Agent shall conclude that it shall not be doable to find out such Interpolated Charge (which conclusion shall be

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conclusive and binding absent manifest error).  However the above, to the extent that “Eurodollar Base Charge” or “Eurodollar Charge” is utilized in reference to a Floating Charge Advance, such price shall be decided as modified by the definition of Alternate Base Charge.

Eurodollar Mortgage” means a Mortgage which bears curiosity at a Eurodollar Charge.

Eurodollar Charge” means, with respect to a Eurodollar Mortgage for the related Curiosity Interval, the sum of (a) the quotient of (i) the Eurodollar Base Charge relevant to such Curiosity Interval, divided by (ii) one minus the Reserve Requirement (expressed as a decimal) relevant to such Curiosity Interval, plus (b) the Relevant Margin.  The Eurodollar Charge shall be rounded to the following larger a number of of 1/16 of 1% if the speed is just not such a a number of.  

Eurodollar Display Charge” has the that means assigned to such time period within the definition of “Eurodollar Base Charge.”

Trade Charge” means with respect to any non-U.S. Greenback foreign money on any date, the speed at which such foreign money could also be exchanged into U.S. {Dollars}, as set forth on such date on the related Reuters foreign money web page at or about 11:00 a.m., London time.  Within the occasion that such price doesn’t seem on any Reuters foreign money web page, the “Trade Charge” with respect to such non-U.S. Greenback foreign money shall be decided by reference to such different publicly out there service for displaying trade charges as could also be agreed upon by the Administrative Agent and the Firm or, within the absence of such settlement, such “Trade Charge” shall as an alternative be the Administrative Agent’s spot price of trade within the interbank market the place its international foreign money trade operations in respect of such non-U.S. Greenback foreign money are then being carried out, at or about 10:00 a.m., native time, on such date for the acquisition of U.S. {Dollars} with such non-U.S. Greenback foreign money, for supply three Enterprise Days later; supplied, that if on the time of any such willpower, no such spot price can fairly be quoted, the Administrative Agent could use any cheap methodology because it deems relevant to find out such price, and such willpower shall be conclusive absent manifest error.

Excluded Deposit Account” means any account used solely for payroll or withholding tax and any belief accounts.

Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Warranty of such Guarantor of , or the grant by such Guarantor of a safety curiosity to safe, such Swap Obligation (or any Warranty thereof) is or turns into unlawful underneath the Commodity Trade Act or any rule, regulation or order of the Commodity Futures Buying and selling Fee (or the appliance or official interpretation of any thereof) (a) by advantage of such Guarantor’s failure for any cause to represent an “eligible contract participant” as outlined within the Commodity Trade Act and the laws thereunder on the time the Warranty of such Guarantor or the grant of such safety curiosity turns into or would turn out to be efficient with respect to such Swap Obligation or (b) within the case of a Swap Obligation topic to a clearing requirement pursuant to Part 2(h) of the Commodity Trade Act (or any successor provision thereto), as a result of such Guarantor is a “monetary entity,” as outlined in Part 2(h)(7)(C)(i) the Commodity Trade Act (or any successor provision thereto), on the time the Warranty of such Guarantor turns into or would turn out to be efficient with respect to such associated Swap Obligation. If a Swap Obligation arises underneath a grasp settlement governing a couple of swap, such exclusion shall apply solely to the portion of such Swap Obligation that’s attributable to swaps for which such Warranty or safety curiosity is or turns into unlawful.

Excluded Taxes” means any of the next Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a cost to a Recipient, (a) Taxes imposed on or measured by internet earnings (nevertheless denominated), franchise Taxes, and department income Taxes, in every case, (i) imposed as

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a results of such Recipient being organized underneath the legal guidelines of, or having its principal workplace or, within the case of any Lender, its relevant lending workplace positioned in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) which can be Different Connection Taxes, (b) within the case of a Lender, U.S. Federal withholding Taxes imposed on quantities payable to or for the account of such Lender with respect to an relevant curiosity in a Mortgage or Dedication pursuant to a legislation in impact on the date on which (i) such Lender acquires such curiosity within the Mortgage or Dedication (apart from pursuant to an task request by the Firm underneath Part 3.5(b)) or (ii) such Lender modifications its lending workplace, besides in every case to the extent that, pursuant to Part 3.4, quantities with respect to such Taxes had been payable both to such Lender’s assignor instantly earlier than such Lender acquired the relevant curiosity in a Mortgage or Dedication or to such Lender instantly earlier than it modified its lending workplace, (c) Taxes attributable to such Recipient’s failure to adjust to Part 3.4(f) and (g), and (d) any U.S. Federal withholding Taxes imposed underneath FATCA.

Current Facility Letters of Credit score” means the letters of credit score described on Schedule 1.1(b).

Current Lenders” is outlined within the recitals to this Settlement.

Current Mortgage Settlement” is outlined within the recitals to this Settlement.

Current Maturity Date” is outlined in Part 2.21(a).

Current Time period Mortgage Lender” is outlined in Part 2.20(b).

Extension Efficient Date” is outlined in Part 2.21(a).

Facility LC Disbursement” means a cost made by the relevant Issuer pursuant to a Facility Letter of Credit score.

Facility LC Publicity” of any Lender means, at any time, the quantity of Facility Letter of Credit score Obligations owing to such Lender at such time primarily based on its Professional Rata Share of the entire Facility Letter of Credit score Obligations at such time.

Facility Letter of Credit score” means a Letter of Credit score issued by an Issuer pursuant to Part 2.15, together with with out limitation the Current Facility Letters of Credit score.

Facility Letter of Credit score Obligations” means, as on the time of willpower thereof, all liabilities, whether or not precise or contingent, of the Debtors with respect to the Facility Letters of Credit score, together with the sum of (a) Reimbursement Obligations and, with out duplication, (b) the mixture undrawn face quantity of the excellent Facility Letters of Credit score.

Facility Termination Date” means the sooner to happen of (a) March 12, 2024 and (b) the date on which the Commitments are terminated pursuant to Article VIII.

FATCA” means Sections 1471 by means of 1474 of the Code, as of the date of this Settlement (or any amended or successor model that’s substantively comparable and never materially extra onerous to adjust to), any present or future laws or official interpretations thereof and any settlement entered into pursuant to Part 1471(b)(1) of the Code.  

Federal Funds Efficient Charge” means, for any day, the speed calculated by the NYFRB primarily based on such day’s federal funds transactions by depositary establishments (as decided in such method because the NYFRB shall set forth on its public web site sometimes) and printed on the following succeeding

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Enterprise Day by the NYFRB because the federal funds efficient price or, when utilized in reference to any Advance denominated in any Eligible Foreign money, “Federal Funds Efficient Charge” means the correlative price of curiosity with respect to such Eligible Foreign money as decided by the Administrative Agent in its sole discretion for such day.

Monetary Contract” of a Particular person means (a) any exchange-traded or over-the-counter futures, ahead, swap or choice contract or different monetary instrument with related traits or (b) any Charge Hedging Settlement.

Mounted Charge” means the Eurodollar Charge or the Eurocurrency Charge.

Mounted Charge Advance” means an Advance which bears curiosity at a Mounted Charge.

Mounted Charge Mortgage” means a Mortgage which bears curiosity at a Mounted Charge.

Floating Charge” means, for any day, a price every year (primarily based on a 12 months of 365 or three hundred and sixty six days as acceptable) equal to the sum of (a) the Relevant Margin plus (b) the Alternate Base Charge for such day, in every case altering when and because the Alternate Base Charge modifications.

Floating Charge Advance” means an Advance which bears curiosity on the Floating Charge.

Floating Charge Mortgage” means a Mortgage which bears curiosity on the Floating Charge.

Ground” means the benchmark price flooring, if any, supplied on this Settlement initially (as of the execution of this Settlement, the modification, modification or renewal of this Settlement or in any other case) with respect to Eurodollar Base Charge or any Eurocurrency Base Charge, as relevant.  

Overseas Foreign money Loans” means Loans denominated in an Agreed Overseas Foreign money.

Overseas Lender” means (a) if the Borrower is a U.S. Particular person, a Lender, with respect to such Borrower, that isn’t a U.S. Particular person, and (b) if the Borrower is just not a U.S. Particular person, a Lender, with respect to such Borrower, that’s resident or organized underneath the legal guidelines of a jurisdiction apart from that by which the Borrower is resident for tax functions.  

Overseas Subsidiary” means every (a) Subsidiary organized underneath the legal guidelines of a jurisdiction exterior of the USA; and (b) Overseas Subsidiary Holdco.

Overseas Subsidiary Holdco” means any direct or oblique Subsidiary of the Firm (a) that may be a CFC or an entity disregarded from its proprietor for U.S. federal earnings tax functions and that owns the Fairness Pursuits of a number of Overseas Subsidiaries and/or different Overseas Subsidiary Holdcos and doesn’t personal every other materials property, or (b) considerably all of the property of which consists of Capital Inventory of a number of Overseas Subsidiaries and/or different Overseas Subsidiary Holdcos.

Overseas Subsidiary Borrower” means every Overseas Subsidiary listed as a Overseas Subsidiary Borrower in Schedule 1.1(c) as amended sometimes in accordance with Part 8.2.2.

Overseas Subsidiary Opinion” means with respect to any Overseas Subsidiary Borrower, a authorized opinion of counsel to such Overseas Subsidiary Borrower addressed to the Administrative Agent and the Lenders in kind and substance passable to the Administrative Agent.

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GAAP” means, topic to Part 1.3, usually accepted accounting rules as in impact sometimes in the USA, altering as and when such usually accepted accounting rules change, and utilized in a way in keeping with that utilized in making ready the monetary statements referred to in Part 5.4.

Governmental Authority” means any nation or authorities, any state, provincial, or different political subdivision thereof and any entity exercising govt, legislative, judicial, regulatory or administrative features of or pertaining to authorities.

Assured Obligations” means, collectively, whether or not now or hereafter arising, all (a) Obligations, (b) Charge Hedging Obligations and (c) Banking Companies Obligations; supplied, nevertheless, that the definition of ‘Assured Obligations’ shall not create any assure or different Contingent Obligation by any Guarantor of (or grant of safety curiosity by any Guarantor to assist, as relevant) any Excluded Swap Obligations of such Guarantor for functions of figuring out any obligations of any Guarantor.

Guarantor” means (a) with respect to the Assured Obligations of the Overseas Subsidiary Debtors, the Firm, every current and future Home Subsidiary of the Firm required to execute a Warranty pursuant hereto and every Subsidiary of such Overseas Subsidiary Borrower (except such Overseas Subsidiary Borrower is prohibited from doing so by legislation) if requested by the Administrative Agent, (b) with respect to the Assured Obligations of the Firm, every current and future Home Subsidiary of the Firm required to execute a Warranty pursuant hereto and every other Particular person executing a Warranty at any time, and (c) with respect to the Assured Obligations of any Home Subsidiary, the Firm and one another current and future Home Subsidiary of the Firm required to execute a Warranty pursuant hereto and every other Particular person executing a Warranty at any time; supplied that the next shall not be Guarantors: (i) Securitization Entities, (ii) captive insurance coverage firms, and (iii) different subsidiaries to be mutually agreed by the Firm and the Administrative Agent; supplied, additional, that the offering of any Warranty by any Home Subsidiary is topic to Part 2.18(a).

Warranty” means, collectively, with respect to the Firm, the assure contained in Article IX, and with respect to every other Guarantor (a) the Amended and Restated Warranty Settlement dated as of November 19, 2010 in reference to the Current Mortgage Settlement by every Home Subsidiary of the Firm celebration thereto, as amended or modified sometimes, and (b) any different warranty or related agreements in kind and substance acceptable to the Administrative Agent entered into by any Guarantor at any time for the advantage of the Administrative Agent and the Lenders pursuant to this Settlement, as amended or modified sometimes.

IBA” has the that means assigned to such time period in Part 1.5.

Impacted CDOR Curiosity Interval” has the that means assigned to it within the definition of “Eurocurrency Base Charge.”

Impacted EURIBOR Charge Curiosity Interval” has the that means assigned to such time period within the definition of “EURIBOR Charge.”

Impacted Eurocurrency Curiosity Interval” has the that means assigned to it within the definition of “Eurocurrency Base Charge.”

Impacted Eurodollar Curiosity Interval” has the that means assigned to it within the definition of “Eurodollar Base Charge.”

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Impacted TIBOR Charge Curiosity Interval” has the that means assigned to such time period within the definition of “TIBOR Charge.”

Growing Lender” is outlined in Part 2.19(b).

Incremental Time period Mortgage” is outlined in Part 2.20(a).

Incremental Time period Mortgage Modification” is outlined in Part 2.20(b).

Indebtedness” of a Particular person means, with out duplication, such Particular person’s (a) obligations for borrowed cash or related obligations, (b) obligations representing the deferred buy value of Property or companies (apart from accounts payable and/or accrued bills arising within the strange course of such Particular person’s enterprise payable in accordance with customary practices), (c) obligations, whether or not or not assumed, secured by Liens on property now or hereafter owned or acquired by such Particular person, (d) obligations that are evidenced by notes, acceptances, or different devices (apart from Monetary Contracts), to the extent of the quantities really borrowed, due, payable or drawn, because the case could also be, (e) Capitalized Lease Obligations, (f) all obligations in respect of Letters of Credit score, whether or not drawn or undrawn, contingent or in any other case, (g) every other obligation for borrowed cash or different monetary lodging which in accordance with GAAP can be proven as a legal responsibility on the consolidated stability sheet of such Particular person, (h) all different indebtedness, obligations and liabilities incurred in reference to any asset securitizations, no matter whether or not such indebtedness, obligations or different liabilities are recourse or non-recourse to such Particular person and no matter whether or not such indebtedness, obligations or different liabilities are required to be proven as a legal responsibility on the consolidated stability sheet of such Particular person in accordance with GAAP, (i) all obligations underneath any Disqualified Inventory, and (j) Contingent Obligations with respect to any of the foregoing.

Indemnified Taxes” means (a) Taxes, apart from Excluded Taxes, imposed on or with respect to any cost made by or on account of any obligation of any Mortgage Celebration underneath any Mortgage Doc and (b) to the extent not in any other case described in (a) hereof, Different Taxes.

Ineligible Establishment” has the that means assigned to it in Part 13.1(b).

Intercreditor Settlement” means the Intercreditor Settlement dated December 12, 2003, among the many Firm, the Guarantors, the Administrative Agent and the 2013 Senior Be aware Holders, as amended, restated, supplemented or in any other case modified sometimes.

Curiosity Protection Ratio” means, as of any date of willpower, the ratio for probably the most not too long ago ended Check Interval of (a) EBITDA for such Check Interval to (b) Curiosity Expense for such Check Interval.

Curiosity Expense” means, with respect to any interval, the mixture of all curiosity expense reported by the Firm and its Subsidiaries in accordance with GAAP throughout such interval.  As used on this definition, the time period “curiosity” shall embrace, with out limitation, all curiosity, charges and prices payable with respect to the obligations underneath this Settlement (apart from charges and prices which can be capitalized as transaction prices in accordance with GAAP), any low cost in respect of gross sales of accounts receivable and/or associated contract rights and the curiosity portion of Capitalized Lease funds throughout such interval, all as decided in accordance with GAAP.

Curiosity Interval” means, with respect to any Eurodollar Mortgage or Eurocurrency Mortgage:

(a)initially, the interval commencing on the borrowing or conversion date, because the case could also be, with respect to such (i) Eurodollar Mortgage or Eurocurrency Mortgage (apart from a Eurocurrency Mortgage denominated in Canadian {Dollars}) and ending one, two, three, or six months thereafter, as chosen by the

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related Borrower in its discover of borrowing or discover of conversion, because the case could also be, given with respect thereto, and (ii) Eurocurrency Mortgage denominated in Canadian {Dollars} and ending one, two, or three months thereafter, as chosen by the related Borrower in its discover of borrowing or discover of conversion, because the case could also be, given with respect thereto; and

(b)thereafter, every interval commencing on the final day of the following previous Curiosity Interval relevant to such Eurodollar Mortgage or Eurocurrency Mortgage and ending (i) within the case of Eurodollar Loans or Eurocurrency Loans (apart from Eurocurrency Loans denominated in Canadian {Dollars}), one, two, three or six months thereafter, as chosen by the related Borrower by irrevocable discover to the Administrative Agent not lower than three Enterprise Days previous to the final day of the then present Curiosity Interval with respect thereto, and (ii) within the case of Eurocurrency Loans denominated in Canadian {Dollars}, one, two, or three months thereafter, as chosen by the related Borrower by irrevocable discover to the Administrative Agent not lower than three Enterprise Days previous to the final day of the then present Curiosity Interval with respect thereto;

supplied that, all the foregoing provisions regarding Curiosity Durations are topic to the next:

(i)if any Curiosity Interval pertaining to a Eurodollar Mortgage or Eurocurrency Mortgage would in any other case finish on a day that isn’t a Enterprise Day, such Curiosity Interval shall be prolonged to the following succeeding Enterprise Day except the results of such extension can be to hold such Curiosity Interval into one other calendar month by which occasion such Curiosity Interval shall finish on the instantly previous Enterprise Day;

(ii)any Curiosity Interval relevant to a Eurodollar Mortgage or Eurocurrency Mortgage that might in any other case lengthen past the Facility Termination Date, shall finish on the Facility Termination Date; and

(iii)any Curiosity Interval pertaining to a Eurodollar Mortgage or Eurocurrency Mortgage that begins on the final Enterprise Day of a calendar month (or on a day for which there isn’t any numerically corresponding day within the calendar month on the finish of such Curiosity Interval) shall finish on the final Enterprise Day of a calendar month.

Interpolated Charge” means (a) with respect to Eurodollar Advances, at any time and for any Curiosity Interval, the speed every year (rounded to the identical variety of decimal locations because the Eurodollar Display Charge) decided by the Administrative Agent (which willpower shall be conclusive and binding absent manifest error) to be equal to the speed that outcomes from interpolating on a linear foundation between: (i) the Eurodollar Display Charge for the longest interval (for which the Eurodollar Display Charge is offered for the relevant foreign money) that’s shorter than the Impacted Eurodollar Curiosity Interval and (ii) the Eurodollar Display Charge for the shortest interval (for which the Eurodollar Display Charge is offered for the relevant foreign money) that exceeds the Impacted Eurodollar Curiosity Interval, in every case, at such time; (b) with respect to any Eurocurrency Advance denominated in British Kilos Sterling or any Extra Overseas Foreign money (apart from Japanese Yen), at any time and for any Curiosity Interval, the speed every year (rounded to the identical variety of decimal locations because the Eurocurrency Display Charge) decided by the Administrative Agent (which willpower shall be conclusive and binding absent manifest error) to be equal to the speed that outcomes from interpolating on a linear foundation between: (i) the Eurocurrency Display Charge for the longest interval (for which the Eurocurrency Display Charge is offered for such Agreed Overseas Foreign money) that’s shorter than the Impacted Eurocurrency Curiosity Interval; and (ii) the Eurocurrency Display Charge for the shortest interval (for which the Eurocurrency Display Charge is offered for such Agreed Overseas Foreign money) that exceeds the Impacted Eurocurrency Curiosity Interval, in every case, at such time; (c) with respect to any Eurocurrency Advance denominated in Euros, the EURIBOR Interpolated Charge; (d) with respect to any Eurocurrency Advance denominated in Japanese Yen, the TIBOR Interpolated Charge; and (e) with respect to any

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Eurocurrency Advance denominated in Canadian {Dollars}, at any time and for any Curiosity Interval, the speed every year (rounded to the identical variety of decimal locations because the CDOR Charge) decided by the Administrative Agent (which willpower shall be conclusive and binding absent manifest error) to be equal to the speed that outcomes from interpolating on a linear foundation between: (i) the CDOR Charge for the longest interval (for which the CDOR Charge is offered for Canadian {Dollars}) that’s shorter than the Impacted CDOR Curiosity Interval; and (ii) the CDOR Charge for the shortest interval (for which the CDOR Charge is offered for Canadian {Dollars}) that exceeds the Impacted CDOR Curiosity Interval, in every case, at such time.

Funding” of a Particular person means (a) any mortgage, advance (apart from fee, journey and related advances to officers and staff made within the strange course of enterprise), extension of credit score (apart from accounts receivable and/or accrued bills arising within the strange course of enterprise payable in accordance with customary practices and loans to staff within the strange course of enterprise) or contribution of capital by such Particular person; (b) shares, bonds, mutual funds, partnership pursuits, notes, debentures or different securities owned by such Particular person; (c) any deposit accounts and certificates of deposit owned by such Particular person; and (d) structured notes, by-product monetary devices and different related devices or contracts owned by such Particular person (apart from Monetary Contracts).

ISDA Definitions” means the 2006 ISDA Definitions printed by the Worldwide Swaps and Derivatives Affiliation, Inc. or any successor thereto, as amended or supplemented sometimes, or any successor definitional booklet for rate of interest derivatives printed sometimes by the Worldwide Swaps and Derivatives Affiliation, Inc. or such successor thereto.

Issuer” or “Issuers” means, individually and collectively, every of JPMCB, in its capability because the issuer of Letters of Credit score hereunder, U.S. Financial institution and every other Revolving Lender sometimes designated by the Firm as an Issuer, with the consent of such Revolving Lender and the Administrative Agent, and their respective successors in such capability as supplied in Part 2.15.9.  Any Issuer could, in its discretion, prepare for a number of Letters of Credit score to be issued by its Associates, by which case the time period “Issuer” shall embrace any such Affiliate with respect to Letters of Credit score issued by such Affiliate (it being agreed that such Issuer shall, or shall trigger such Affiliate to, adjust to the necessities of Part 2.15 with respect to such Letters of Credit score).  At any time there’s a couple of Issuer, all singular references to the Issuer shall imply any Issuer, both Issuer, every Issuer, the Issuer that has issued the relevant Facility Letter of Credit score, or each (or all) Issuers, because the context could require.

Issuer Sublimits” means, as of the Efficient Date, (a) $12,500,000, within the case of JPMCB, (b) $12,500,000, within the case of U.S. Financial institution and (c) such quantity as shall be designated to the Administrative Agent and the Firm in writing by an Issuer; supplied that any Issuer shall be permitted at any time to extend or cut back its Issuer Sublimit upon offering 5 (5) days’ prior written discover thereof to the Administrative Agent and the Debtors.

Joinder Settlement” means the Joinder Settlement to be entered into by every Overseas Subsidiary Borrower subsequent to the date hereof pursuant to Part 8.2.2, considerably within the type of Exhibit B hereto.

JPMCB” means JPMorgan Chase Financial institution, Nationwide Affiliation, a nationwide banking affiliation.

JPMCB Canada” means JPMorgan Chase Financial institution, Nationwide Affiliation, Toronto Department, along with its Associates and successors and assigns.

Judgment Foreign money” is outlined in Part 16.6.

LC Disbursement” means any cost made by the Lender pursuant to a Letter of Credit score.

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Lender Addition and Acknowledgement Settlement” means an settlement in considerably the type of Exhibit C hereto, with such modifications thereto as authorised by the Administrative Agent (such consent to not be unreasonably withheld or delayed).

Lenders” means the Individuals listed on Schedule 1.1(a) and every other Individual that shall have turn out to be a Lender hereto pursuant to an Project and Assumption or in any other case, apart from any such Individual that ceases to be a celebration hereto pursuant to an Project and Assumption or in any other case.  Except the context in any other case requires, the time period “Lenders” contains the lender of Swing Loans, and the time period “Lenders” contains Issuers for functions of Part 11.7(c).

Lending Set up” means, with respect to a Lender or the Administrative Agent, any workplace, department, subsidiary or Affiliate of such Lender or the Administrative Agent, because the case could also be.

Letter of Credit score” of a Particular person means a letter of credit score or related instrument which is issued upon the appliance of such Particular person or upon which such Particular person is an account celebration or for which such Particular person is in any manner liable.

Letter of Credit score Collateral Account” is outlined in Part 2.15.7.

Leverage Ratio” means the ratio, as of any date of willpower, of (a) Whole Debt as of the final day of probably the most not too long ago ended Check Interval to (b) EBITDA, in every case for probably the most not too long ago ended Check Interval in every case of the Firm.

Liabilities” means any losses, claims (together with intraparty claims), calls for, damages or liabilities of any sort.

Lien” means any lien (statutory or different), mortgage, pledge, hypothecation, fastened or floating cost, task, deposit association, encumbrance or choice, precedence or different safety settlement or preferential association of any sort or nature in any way (together with, with out limitation, the curiosity of a vendor or lessor underneath any conditional sale, Capitalized Lease or different title retention settlement), supplied that the submitting of financing statements solely with respect to, or different lien or declare solely on, any curiosity in accounts or notes receivable that are offered or in any other case transferred in a Permitted Securitization Transaction shall not be thought of a Lien.

Mortgage” means, with respect to a Lender, such Lender’s U.S. Loans and Overseas Foreign money Loans and, with respect to the Administrative Agent, Swing Loans.  Loans shall embrace, for the avoidance of doubt, Revolving Loans and Incremental Time period Loans (if any).

Mortgage Paperwork” means this Settlement, the Notes, the Collateral Paperwork and all different agreements, certificates and different paperwork contemplated hereby or executed or delivered pursuant hereto by any Borrower or any Guarantor at any time with or in favor of the Administrative Agent or any Lender.

Mortgage Events” means the Debtors and the Guarantors.

Mortgage Celebration” means any Borrower or any Guarantor.

London Administrative Workplace” means the workplace of the Administrative Agent in London, England designated by the Administrative Agent sometimes because the London Administrative Workplace for functions of this Settlement.

Margin Inventory” means margin inventory as outlined in Rules T, U or X.

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Materials Acquisition” means any Acquisition for which the mixture consideration (together with the acquisition value, any earn-out, any Indebtedness assumed and every other consideration paid or payable for such Acquisition) paid or payable exceeds $50,000,000.

Materials Hostile Impact” means a fabric opposed impact on (a) the enterprise, Property, monetary situation or outcomes of operations of the Firm and its Subsidiaries taken as an entire, (b) the power of any Borrower or Guarantor to pay the Obligations underneath the Mortgage Paperwork, or (c) the validity or enforceability of any of the Mortgage Paperwork or the rights or treatments of the Administrative Agent or the Lenders thereunder.

Materials Indebtedness” is outlined in Part 7.5.

Maturity Date” means (a) with respect to any Dedication in respect of Revolving Loans, the relevant Facility Termination Date, as such date could also be prolonged pursuant to Part 2.21 and (b) with respect to any Incremental Time period Loans, the maturity date with respect thereto as agreed between the Debtors and the Time period Mortgage Lenders offering such Loans.

Maturity Date Extension Request” means a request by the Firm, in a kind as shall be authorised by the Administrative Agent (such approval to not be unreasonably withheld or delayed), for the extension of the Maturity Date pursuant to the phrases of Part 2.21.

Moody’s” means Moody’s Buyers Service, Inc.

Multiemployer Plan” means a Plan that may be a multiemployer plan as outlined in Part 4001(a)(3) of ERISA as to which the Firm or any member of the Managed Group has an obligation to contribute.

Be aware” is outlined in Part 2.2.3.

NYFRB” means the Federal Reserve Financial institution of New York.

NYFRB’s Web site” means the web site of the NYFRB at http://www.newyorkfed.org, or any successor supply.

NYFRB Charge” means, for any day, the larger of (a) the Federal Funds Efficient Charge in impact on such day and (b) the In a single day Financial institution Funding Charge in impact on such day(or for any day that isn’t a Enterprise Day, for the instantly previous Enterprise Day); supplied that if none of such charges are printed for any day that may be a Enterprise Day, the time period “NYFRB Charge” means the speed for a federal funds transaction quoted at 11:00 a.m. on such day obtained by the Administrative Agent from a federal funds dealer of acknowledged standing chosen by it; supplied, additional, that if any of the aforesaid charges as so decided can be lower than zero, such price shall be deemed to be zero for functions of this Settlement.

Obligations” means collectively, the unpaid principal of and curiosity on the Loans, all obligations and liabilities pursuant to the Facility Letters of Credit score and all different obligations and liabilities of every Borrower and every Guarantor to the Administrative Agent or the Lenders underneath this Settlement and the opposite Mortgage Paperwork (together with, with out limitation, curiosity accruing on the then relevant price supplied on this Settlement or every other relevant Mortgage Doc after the maturity of the Loans and curiosity accruing on the then relevant price supplied on this Settlement or every other relevant Mortgage Doc after the submitting of any petition in chapter, or the graduation of any insolvency, reorganization or like continuing, regarding any Borrower or any Guarantor, because the case could also be, whether or not or not a declare for post-filing or post-petition curiosity is allowed in such continuing), whether or not direct or oblique, absolute or contingent, due or to turn out to be due, or now current or hereafter incurred, which can come up underneath, out of, or

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in reference to, this Settlement, the opposite Mortgage Paperwork or every other doc made, delivered or given in connection therewith, in every case whether or not on account of principal, curiosity, reimbursement obligations, charges, indemnities, prices, bills or in any other case (together with, with out limitation, all cheap charges and disbursements of counsel to the Administrative Agent or to the Lenders which can be required to be paid by any Borrower or any Guarantor pursuant to the phrases of this Settlement or every other Mortgage Doc).

Off-Steadiness Sheet Legal responsibility” of a Particular person means (a) any obligation underneath a sale and leaseback transaction which isn’t a Capitalized Lease Obligation, (b) any so-called “artificial lease” or “tax possession working lease” transaction entered into by such Particular person, (c) the quantity of obligations excellent underneath the authorized paperwork entered into as a part of any asset securitization or related transaction on any date of willpower that might be characterised as principal if such asset securitization or related transaction (together with with out limitation any Permitted Securitization Transaction) had been structured as a secured lending transaction fairly than as a purchase order or (d) every other transaction (excluding working leases for functions of this clause (d)) which is the practical equal of or takes the place of borrowing however which doesn’t represent a legal responsibility on the stability sheet of such Particular person; in all the foregoing instances, however something herein on the contrary, the excellent quantity of any Off-Steadiness Sheet Legal responsibility shall be calculated primarily based on the mixture excellent quantity of obligations excellent underneath the authorized paperwork entered into as a part of any such transaction on any date of willpower that might be characterised as principal if such transaction had been structured as a secured lending transaction, whether or not or not proven as a legal responsibility on a consolidated stability sheet of such Particular person, in a way fairly passable to the Administrative Agent.

One Month LIBOR Charge” means, on any date, the quotient of (a) the Eurodollar Base Charge decided by the Administrative Agent on such date or, if such date is just not a Enterprise Day, on the instantly previous Enterprise Day, for U.S. Greenback deposits with a maturity equal to at least one (1) month, divided by (b) one minus the Reserve Requirement (expressed as a decimal) relevant to such one month curiosity interval.

Different Connection Taxes” means, with respect to any Recipient, Taxes imposed on account of a gift or former connection between such Recipient and the jurisdiction imposing such Tax (apart from connections arising from such Recipient having executed, delivered, turn out to be a celebration to, carried out its obligations underneath, obtained funds underneath, obtained or perfected a safety curiosity underneath, engaged in every other transaction pursuant to or enforced, any Mortgage Doc, or offered or assigned an curiosity in any Mortgage Doc).

Different Taxes” means all current or future stamp, court docket, or documentary, intangible, recording, submitting or related Taxes that come up from any cost made underneath, from the execution, supply, efficiency, enforcement or registration of, or from the receipt or perfection of a safety curiosity underneath, or in any other case with respect to, any Mortgage Doc, besides any such Taxes which can be Different Connection Taxes imposed with respect to an task (apart from an task made pursuant to Part 3.5(b)).  

In a single day Financial institution Funding Charge” means, for any day, the speed comprised of each in a single day federal funds and in a single day Eurodollar borrowings by U.S.-managed banking workplaces of depository establishments (as such composite price shall be decided by the NYFRB as set forth on its public web site sometimes) and printed on the following succeeding Enterprise Day by the NYFRB as an in a single day financial institution funding price (from and after such date because the NYFRB shall start to publish such composite price).

Dad or mum” means, with respect to any Lender, any Particular person as to which such Lender is, immediately or not directly, a subsidiary.

Participant” has the that means assigned to such time period in Part 13.1(c).

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Participant Register” has the that means assigned to such time period in Part 13.1(c).

Fee” has the that means assigned to it in Part 11.7(c).

Fee Date” means the final Enterprise Day of every fiscal quarter occurring after the Efficient Date, commencing March 31, 2021.

Fee Discover” has the that means assigned to it in Part 11.7(c).

PBGC” means the Pension Profit Warranty Company, or any successor thereto.

Permitted Securitization Transaction” means any asset securitization transaction (a) by a Securitization Entity, (b) which is sale or different switch of an curiosity in accounts or notes receivable, and (c) which is in any other case permitted by the phrases of this Settlement and every other settlement binding on the Firm or any of its Subsidiaries.

Particular person” means any pure individual, company, agency, three way partnership, restricted legal responsibility firm, partnership, affiliation, enterprise, firm or different entity or group, or any authorities or political subdivision or any company, division or instrumentality thereof.

Plan” means an worker pension profit plan which is roofed by Title IV of ERISA or topic to the minimal funding requirements underneath Part 412 of the Code as to which the Firm or any member of the Managed Group has an obligation to contribute on or after the Efficient Date.

Plan Asset Rules” means 29 CFR § 2510.3-101 et seq., as modified by Part 3(42) of ERISA, as amended sometimes.

Pledge Agreements” means, collectively, the Pledge Settlement and Irrevocable Proxy dated as of January 31, 2009, given by the Firm in favor of JPMCB, as collateral agent, as amended, restated, supplemented or modified sometimes, and every other pledge or related agreements in kind and substance acceptable to the Administrative Agent entered into by any Borrower or Guarantor at any time for the advantage of the Administrative Agent and the Lenders pursuant to this Settlement, as amended, restated, supplemented or modified sometimes.

PPSA” means the Private Property Safety Act (Ontario), together with the laws thereto, supplied that, if perfection or the impact of perfection or non-perfection or the precedence of any Lien created hereunder on the Collateral is ruled by the non-public property safety laws or different relevant laws with respect to private property safety in impact in a jurisdiction apart from Ontario, “PPSA” means the Private Property Safety Act or such different relevant laws in impact sometimes in such different jurisdiction (together with with out limitation the Civil Code of Quebec) for functions of the provisions hereof regarding such perfection, impact of perfection or non-perfection or precedence.

Prime Charge” means (a) with respect to Loans denominated in U.S. {Dollars}, the speed of curiosity every year final quoted by The Wall Road Journal because the “Prime Charge” within the U.S. or, if The Wall Road Journal ceases to cite such price, the very best every year rate of interest printed by the Federal Reserve Board in Federal Reserve Statistical Launch H.15 (519) (Chosen Curiosity Charges) because the “financial institution prime mortgage” price or, if such price is now not quoted therein, any related price quoted therein (as decided by the Administrative Agent) or any related launch by the Federal Reserve Board (as decided by the Administrative Agent), and every change in such Prime Charge shall be efficient from and together with the date such change is publicly introduced or quoted as being efficient, or (b) when utilized in reference to any Advance denominated in any Eligible Foreign money apart from Canadian {Dollars}, the correlative floating price of curiosity usually

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relevant to related extensions of credit score to company debtors denominated in such foreign money within the nation of problem, as decided by the Administrative Agent, which Prime Charge shall change concurrently with any change in such introduced or established charges.

Personal Senior Be aware Paperwork” means the 2013 Senior Be aware Paperwork and the Personal Shelf Settlement and all notes and different agreements, devices or paperwork executed or issued in reference to the Personal Shelf Settlement.

Personal Senior Be aware Holders” means the holders of the 2013 Senior Be aware Holders and the holders of the notes issued pursuant to the Personal Shelf Settlement.

Personal Senior Be aware Obligations” means the present and future obligations and liabilities owing pursuant to the Personal Senior Be aware Paperwork, supplied that the mixture quantity thereof shall not exceed the quantity permitted underneath Part 6.10(v).

Personal Shelf Settlement” shall imply a be aware buy settlement, indenture or different related settlement pursuant to which the Firm points notes or different debt securities pursuant to phrases fairly passable to the Administrative Agent.

Professional Forma Foundation” means, with respect to compliance with any check or covenant or calculation of any ratio hereunder, the willpower or calculation of such check, covenant or ratio (together with in reference to Specified Transactions) in accordance with Part 1.4.

Professional Forma Compliance” means, with respect to the covenants in Part 6.19 and Part 6.20, compliance on a Professional Forma Foundation with such covenants in accordance with Part 1.4.

Professional Rata Share” means, for every Lender, the ratio of such Lender’s Dedication to the Combination Dedication, topic to Part 2.17 as long as any Lender shall be a Defaulting Lender.  If at any time the Commitments have been terminated, the quantity of any Dedication and the Combination Dedication for the needs of this definition of “Professional Rata Share” solely shall be deemed equal to the quantity of such Dedication and the Combination Dedication, as relevant, instantly previous to its termination.

Property” of a Particular person means any and all property, whether or not actual, private, movable, immovable, tangible, intangible, or blended, of such Particular person, or different property owned, leased or operated by such Particular person.

PTE” means a prohibited transaction class exemption issued by the U.S. Division of Labor, as any such exemption could also be amended sometimes.

Public-Sider” means any consultant of a Lender that doesn’t wish to obtain materials personal data with the that means of the federal and state securities legal guidelines.

QFC” has the that means assigned to the time period “certified monetary contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

QFC Credit score Assist” has the that means assigned to it in Part 10.18.

Certified ECP Guarantor” means, in respect of any Swap Obligations, every Mortgage Celebration that has complete property exceeding $10,000,000 on the time the related Warranty or grant of the related safety curiosity turns into or would turn out to be efficient with respect to such Swap Obligation or such different individual as constitutes an “eligible contract participant” underneath the Commodity Trade Act or any laws

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promulgated thereunder and may trigger one other individual to qualify as an “eligible contract participant” at such time by getting into right into a keepwell underneath Part 1a(18)(A)(v)(II) of the Commodity Trade Act.

Citation Day” means, with respect to any Eurocurrency Advance for any Curiosity Interval, (a) if the foreign money is British Kilos Sterling or Canadian {Dollars}, the primary day of such Curiosity Interval, (b) if the foreign money is Euro, the day that’s two (2) TARGET Days earlier than the primary day of such Curiosity Interval, and (c) for every other foreign money, two Enterprise Days previous to the graduation of such Curiosity Interval (except, in every case, market apply differs within the related market the place the Eurocurrency Base Charge for such foreign money is to be decided, by which case the Citation Day will probably be decided by the Administrative Agent in accordance with market apply in such market (and if quotations would usually be given on greater than sooner or later, then the Citation Day would be the final of these days)).

Charge Hedging Settlement” means any settlement with respect to any swap, ahead, future or by-product transaction or choice or related settlement involving, or settled by reference to, a number of charges, currencies, commodities, fairness or debt devices or securities, or financial, monetary or pricing indices or measures of financial, monetary or pricing danger or worth or any related transaction or any mixture of those transactions; supplied that no phantom inventory or related plan offering for funds solely on account of companies supplied by present or former administrators, officers, staff or consultants of the Firm or its Subsidiaries shall be a Charge Hedging Settlement.

Charge Hedging Obligations” means any and all obligations of the Firm or any Subsidiary, whether or not absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (together with all renewals, extensions and modifications thereof and substitutions therefor), underneath (a) any and all Charge Hedging Agreements permitted hereunder with a Lender or an Affiliate of a Lender, and (b) any and all cancellations, purchase backs, reversals, terminations or assignments of any Charge Hedging Settlement.

Recipient” means, as relevant, (a) the Administrative Agent, (b) any Lender and (c) any Issuer.

Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is Eurodollar Base Charge, 11:00 a.m. (London time) on the day that’s two London banking days previous the date of such setting, (2) if such Benchmark is EURIBOR Charge, 11:00 a.m. Brussels time two TARGET Days previous the date of such setting, (3) if such Benchmark is TIBOR Charge, 11:00 a.m. Japan time two Enterprise Days previous the date of such setting, and (4) if such Benchmark is not one of the Eurodollar Base Charge, the EURIBOR Charge or the TIBOR Charge, the time decided by the Administrative Agent in its cheap discretion

Register” has the that means assigned to such time period in Part 13.1.

Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as sometimes in impact and any successor thereto or different regulation or official interpretation of mentioned Board of Governors relating to order necessities relevant to member banks of the Federal Reserve System.

Regulation T” means Regulation T of the Board of Governors of the Federal Reserve System as sometimes in impact and any successor or different regulation or official interpretation of mentioned Board of Governors.

Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as sometimes in impact and any successor or different regulation or official interpretation of mentioned Board of Governors.

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Regulation X” means Regulation X of the Board of Governors of the Federal Reserve System as sometimes in impact and any successor or different regulation or official interpretation of mentioned Board of Governors.

Reimbursement Obligations” means, at any time, the mixture of the obligations of the Debtors to the Lenders and the Issuers in respect of all unreimbursed funds or disbursements made by the Issuers and the Lenders underneath or in respect of the Facility Letters of Credit score.

Associated Events” means, with respect to any specified Particular person, such Particular person’s Associates (which incorporates with out limitation, within the case of any Lender, any of its branches) and the respective administrators, officers, staff, brokers and advisors of such Particular person and such Particular person’s Associates.

Related Governmental Physique” means (a) with respect to a Benchmark Substitute in respect of Loans denominated in U.S. {Dollars}, the Federal Reserve Board and/or the NYFRB, or a committee formally endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in every case, any successor thereto, (b) with respect to a Benchmark Substitute in respect of Loans denominated in British Kilos Sterling, the Financial institution of England, or a committee formally endorsed or convened by the Financial institution of England or, in every case, any successor thereto, (c) with respect to a Benchmark Substitute in respect of Loans denominated in Euros, the European Central Financial institution, or a committee formally endorsed or convened by the European Central Financial institution or, in every case, any successor thereto, (d) with respect to a Benchmark Substitute in respect of Loans denominated in Swiss Francs, the Swiss Nationwide Financial institution, or a committee formally endorsed or convened by the Swiss Nationwide Financial institution or, in every case, any successor thereto, (e) with respect to a Benchmark Substitute in respect of Loans denominated in Japanese Yen, the Financial institution of Japan, or a committee formally endorsed or convened by the Financial institution of Japan or, in every case, any successor thereto, and (f) with respect to a Benchmark Substitute in respect of Loans denominated in every other Agreed Overseas Foreign money, (i) the central financial institution for the foreign money by which such Benchmark Substitute is denominated or any central financial institution or different supervisor which is accountable for supervising both (1) such Benchmark Substitute or (2) the administrator of such Benchmark Substitute or (ii) any working group or committee formally endorsed or convened by (1) the central financial institution for the foreign money by which such Benchmark Substitute is denominated, (2) any central financial institution or different supervisor that’s accountable for supervising both (A) such Benchmark Substitute or (B) the administrator of such Benchmark Substitute, (3) a gaggle of these central banks or different supervisors or (4) the Monetary Stability Board or any half thereof.

Related Charge” means (a) with respect to any Eurodollar Advance, the Eurodollar Base Charge, and (b) with respect to any Eurocurrency Advance denominated in any Agreed Overseas Foreign money, the Eurocurrency Base Charge relevant to such Agreed Overseas Foreign money.

Related Display Charge” means (a) with respect to any Eurodollar Advance, the Eurodollar Display Charge, (b) with respect to any Eurocurrency Advance denominated in British Kilos Sterling or any Extra Overseas Foreign money (apart from Japanese Yen), the Eurocurrency Display Charge, (c) with respect to any Eurocurrency Advance denominated in Euros, the EURIBOR Display Charge, (d) with respect to any Eurocurrency Advance denominated in Japanese Yen, the TIBOR Display Charge, or (e) with respect to any Eurocurrency Advance denominated in Canadian {Dollars}, the CDOR Charge.

Report” means experiences ready by the Administrative Agent or one other Particular person displaying the outcomes of any examinations or audits pertaining to the Firm or any of its Subsidiaries from data furnished by or on behalf of the Debtors, after the Administrative Agent has exercised its rights of inspection pursuant to this Settlement, which Reviews could also be distributed to the Lenders by the Administrative Agent.

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Reportable Occasion” means a reportable occasion as outlined in Part 4043 of ERISA with respect to a Single Employer Plan, excluding, nevertheless, such occasions as to which the PBGC by regulation waived the requirement of Part 4043(a) of ERISA that or not it’s notified inside 30 days of the incidence of such occasion, supplied, nevertheless, {that a} failure of a Single Employer Plan to satisfy the minimal funding customary of the Code or of ERISA shall be a “Reportable Occasion” whatever the issuance of any waiver of such customary in accordance with both Part 302(c) of ERISA or Part 412(c) of the Code.

Required Lenders” means (a) at any time previous to the termination of the Commitments, Lenders holding not lower than 51% of the Combination Commitments of all Lenders; and (b) at any time after the termination of the Commitments, Lenders whose Credit score Publicity combination a minimum of 51% of the Combination Credit score Publicity.

Requirement of Legislation” means as to any Particular person, the certificates of incorporation and by-laws or different organizational or governing paperwork of such Particular person, and any legislation, treaty, rule or regulation or willpower of an arbitrator or a court docket or different Governmental Authority, in every case relevant to or binding upon such Particular person or any of its Property or to which such Particular person or any of its Property is topic.

Reserve Requirement” means, with respect to an Curiosity Interval for Eurodollar Loans or Eurocurrency Loans, the utmost combination reserve requirement (together with all primary, supplemental, marginal and different reserves), assessments or related necessities underneath any laws of the Board of Governors of the Federal Reserve System or different Governmental Authority having jurisdiction with respect thereto coping with reserve necessities prescribed for eurocurrency funding (presently known as “Eurocurrency Liabilities” in Regulation D).

Decision Authority” means an EEA Decision Authority or, with respect to any UK Monetary Establishment, a UK Decision Authority.

Restricted Fee” means any dividend or different distribution (whether or not in money, securities or different property) with respect to any Capital Inventory within the Firm or any Subsidiary, or any cost (whether or not in money, securities or different property), together with any sinking fund or related deposit, on account of the acquisition, redemption, retirement, acquisition, cancellation or termination of any such Capital Inventory or any choice, warrant or different proper to amass any such Capital Inventory.

Revolving Lender” means a Lender with a Dedication to make Revolving Loans (together with, for the avoidance of doubt, in reference to a Dedication Improve).

Revolving Mortgage” means the Loans made to the Debtors pursuant to Part 2.1(a).

S&P” means Commonplace & Poor’s Ranking Companies, a division of The McGraw Hill Corporations, Inc.

Similar Day Funds” means (a) with respect to disbursements and funds in U.S. {Dollars}, instantly out there funds, and (b) with respect to disbursements and funds in every other Agreed Foreign money, identical day or different funds as could also be decided by the Administrative Agent to be customary within the place of disbursement or cost for the settlement of worldwide banking transactions in such Agreed Foreign money.

Sanctioned Nation” means, at any time, a rustic or territory which is the topic or goal of any Sanctions.

Sanctioned Particular person” means, at any time, (a) any Particular person  listed in any Sanctions-related record of designated Individuals maintained by the Workplace of Overseas Belongings Management of the U.S. Division of the

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Treasury, the U.S. Division of State, the Canadian authorities or by the United Nations Safety Council, the European Union or any European Union member state, Her Majesty’s Treasury of the UK or different related sanctions authority, (b) any Particular person working, organized or resident in a Sanctioned Nation or (c) any Particular person owned or managed by any such Particular person or Individuals described within the foregoing clauses (a) or (b).

Sanctions” means all financial or monetary sanctions or commerce embargoes imposed, administered or enforced sometimes by (a) the U.S. authorities, together with these administered by the Workplace of Overseas Belongings Management of the U.S. Division of the Treasury or the U.S. Division of State, or (b) the Canadian authorities, the United Nations Safety Council, the European Union, any European Union member state or Her Majesty’s Treasury of the UK or different related sanctions authority.

SARON” means, with respect to any Enterprise Day, a price every year equal to the Swiss Common Charge In a single day for such Enterprise Day printed by the SARON Administrator on the SARON Administrator’s Web site.

SARON Administrator” means the SIX Swiss Trade AG (or any successor administrator of the Swiss Common Charge In a single day).

SARON Administrator’s Web site” means SIX Swiss Trade AG’s web site, presently at https://www.six-group.com, or any successor supply for the Swiss Common Charge In a single day recognized as such by the SARON Administrator sometimes.

SEC” means the Securities and Trade Fee or any successor company.

Part” means a numbered part of this Settlement, except one other doc is particularly referenced.

Secured Obligations” means, collectively, whether or not now or hereafter arising, all (a) Obligations, and (b) Charge Hedging Obligations; supplied, nevertheless, that the definition of ‘Secured Obligations’ shall not create any grant of safety curiosity by any Guarantor to assist (or any assure or different Contingent Obligation by any Guarantor of, as relevant) any Excluded Swap Obligations of such Guarantor for functions of figuring out any obligations of any Guarantor.

Secured Events” means (a) the Administrative Agent, (b) the Lenders, (c) every Issuer, (d) any Associates of any of the foregoing which can be holders of any of the Secured Obligations secured by any of the Collateral and (e) the successors and permitted assigns of every of the foregoing.  

Securitization Entity” means a wholly-owned Subsidiary of the Firm that engages in no actions apart from Permitted Securitization Transactions and any needed associated actions and owns no property apart from as required for Permitted Securitization Transactions and no portion of the Indebtedness (contingent or in any other case) of which is assured by the Firm or any Subsidiary of the Firm or is recourse to or obligates the Firm or any Subsidiary of the Firm in any manner, apart from pursuant to customary representations, warranties, covenants, indemnities, efficiency guaranties and different obligations entered into in reference to a Permitted Securitization Transaction.

Vital Subsidiary” means every current or future subsidiary of the Firm which might represent a “important subsidiary” inside the that means of Rule 1-02 of Regulation S-X as presently in impact promulgated by the Securities and Trade Fee.

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Single Employer Plan” means a Plan, apart from a Multiemployer Plan, which is maintained by the Firm or any member of the Managed Group for workers of the Firm or any member of the Managed Group.

SOFR” means, with respect to any Enterprise Day, a price every year equal to the secured in a single day financing price for such Enterprise Day printed by the SOFR Administrator on the SOFR Administrator’s Web site.

SOFR Administrator” means the NYFRB (or a successor administrator of the secured in a single day financing price).

SOFR Administrator’s Web site” means the NYFRB’s web site, presently at http://www.newyorkfed.org, or any successor supply for the secured in a single day financing price recognized as such by the SOFR Administrator sometimes.

SONIA” means, with respect to any Enterprise Day, a price every year equal to the Sterling In a single day Index Common for such Enterprise Day printed by the SONIA Administrator on the SONIA Administrator’s Web site.

SONIA Administrator” means the Financial institution of England (or any successor administrator of the Sterling In a single day Index Common).

SONIA Administrator’s Web site” means the Financial institution of England’s web site, presently at http://www.bankofengland.co.uk, or any successor supply for the Sterling In a single day Index Common recognized as such by the SONIA Administrator sometimes.

Specified Default” means any Occasion of Default underneath clause (a) of Article VII hereof because of the failure to pay the Obligations on the closing maturity thereof (whether or not on the said closing maturity, by acceleration, or in any other case) or any Occasion of Default underneath Part 7.6 or 7.7.

Specified Transaction” means any Funding that ends in a Particular person turning into a Subsidiary, any Acquisition permitted hereunder, or a sale of a enterprise unit, line of enterprise or division of all or considerably all the property of the Borrower or a Subsidiary, any incurrence, prepayment, redemption, repurchase, defeasance, acquisition, extinguishment, retirement or reimbursement of Indebtedness (apart from Indebtedness incurred or repaid underneath any current revolving credit score facility or line of credit score), any Restricted Fee, any Dedication Improve and any incurrence of Incremental Time period Loans, solely for the needs of figuring out the relevant money stability or every other occasion that by the phrases of this Settlement requires Professional Forma Compliance with a check or covenant hereunder or requires a check or covenant to be calculated on a “Professional Forma Foundation.”

Subsidiary” of a Particular person means (a) any company greater than 50% of the excellent securities having strange voting energy of which shall on the time be owned or managed, immediately or not directly, by such Particular person or by a number of of its Subsidiaries or by such Particular person and a number of of its Subsidiaries, or (b) any partnership, restricted legal responsibility firm, affiliation, three way partnership or related enterprise group greater than 50% of the possession pursuits having strange voting energy of which shall on the time be so owned or managed.  Except in any other case expressly supplied, all references herein to a “Subsidiary” means a Subsidiary of the Firm.

Substantial Portion” means, with respect to the Property of the Firm and its Subsidiaries, Property which (a) with respect to the mixture quantity of leases, gross sales (together with sale leasebacks) or different inclinations of Property permitted underneath Part 6.12(x) hereof in any consecutive twelve month interval,

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(i) represents greater than 30% of the consolidated property of the Firm and its Subsidiaries as can be proven within the consolidated monetary statements of the Firm and its Subsidiaries as initially of the twelve month interval ending with the month by which such willpower is made, or (ii) is accountable for greater than 30% of the consolidated internet gross sales or of the consolidated internet earnings of the Firm and its Subsidiaries as mirrored within the monetary statements referred to in clause (a)(i) above, or (b) with respect to the mixture quantity of leases, gross sales (together with sale leasebacks) or different inclinations of Property permitted underneath Part 6.12(x) hereof for the interval because the Efficient Date, (i)  represents greater than 30% of the consolidated property of the Firm and its Subsidiaries as can be proven within the consolidated monetary statements of the Firm and its Subsidiaries as of the Efficient Date or (ii) is accountable for greater than 30% of the consolidated internet gross sales or of the consolidated internet earnings of the Firm and its Subsidiaries as mirrored within the monetary statements referred to in clause (b(i) above.

Supported QFC” has the that means assigned to it in Part 10.18.

Swap Obligation” means, with respect to any Guarantor, any obligation to pay or carry out underneath any settlement, contract or transaction that constitutes a “swap” inside the that means of part 1a(47) of the Commodity Trade Act.

Swing Mortgage Publicity” means, at any time, the mixture principal quantity of all Swing Loans excellent at such time.  The Swing Mortgage Publicity of any Lender at any time shall be its Professional Rata Share of the entire Swing Mortgage Publicity at such time.

Swing Loans” is outlined in Part 2.16.

Syndication Agent” means U.S. Financial institution Nationwide Affiliation, in its capability as syndication agent for the Lenders hereunder.  

TARGET Day” means any day on which the Trans-European Automated Actual-time Gross Settlement Specific Switch (TARGET) cost system (or, if such cost system ceases to be operative, such different cost system (if any) decided by the Administrative Agent to be an appropriate substitute) is open for the settlement of funds in Euro.

Taxes” means any current or future taxes, levies, imposts, duties, deductions, withholdings (together with backup withholdings), assessments, charges or different fees imposed by any Governmental Authority, together with any curiosity, additions to tax or penalties relevant thereto.

Time period Mortgage Lenders” is outlined in Part 2.20(b).

Time period ESTR” means, for the relevant Corresponding Tenor as of the relevant Reference Time, the forward-looking time period price primarily based on ESTR that has been chosen or really helpful by the Related Governmental Physique.

Time period ESTR Discover” means a notification by the Administrative Agent to the Lenders and the Borrower of the incidence of a Time period ESTR Transition Occasion.

Time period ESTR Transition Occasion” means the willpower by the Administrative Agent that (a) Time period ESTR has been really helpful to be used by the Related Governmental Physique, (b) the administration of Time period ESTR is administratively possible for the Administrative Agent and (c) a Benchmark Transition Occasion or an Early Decide-in Election, as relevant, has beforehand occurred leading to a Benchmark Substitute in accordance with Part 3.1 that isn’t Time period ESTR.

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Time period SOFR” means, for the relevant Corresponding Tenor as of the relevant Reference Time, the forward-looking time period price primarily based on SOFR that has been chosen or really helpful by the Related Governmental Physique.

Time period SOFR Discover” means a notification by the Administrative Agent to the Lenders and the Firm of the incidence of a Time period SOFR Transition Occasion.

Time period SOFR Transition Occasion” means the willpower by the Administrative Agent that (a) Time period SOFR has been really helpful to be used by the Related Governmental Physique, (b) the administration of Time period SOFR is administratively possible for the Administrative Agent and (c) a Benchmark Transition Occasion or an Early Decide-in Election, as relevant, has beforehand occurred leading to a Benchmark Substitute in accordance with Part 3.1 that isn’t Time period SOFR.

Check Interval” means, as of any date, (a) for functions of figuring out precise compliance with Part 6.19 and Part 6.20, the interval of 4 consecutive fiscal quarters then most not too long ago ended for which monetary statements underneath Part 6.1(i) or Part 6.1(ii), as relevant, have been delivered or had been required to be delivered and (b) for every other function, the interval of 4 consecutive fiscal quarters then most not too long ago ended for which monetary statements of the sort described in Part 6.1(i) or Part 6.1(ii), as relevant, have been delivered or had been required to be delivered or, if earlier, are internally out there.

Time period TONA” means, for the relevant Corresponding Tenor as of the relevant Reference Time, the forward-looking time period price primarily based on TONA that has been chosen or really helpful by the Related Governmental Physique.

Time period TONA Discover” means a notification by the Administrative Agent to the Lenders and the Borrower of the incidence of a Time period TONA Transition Occasion.

Time period TONA Transition Occasion” means the willpower by the Administrative Agent that (a) Time period TONA has been really helpful to be used by the Related Governmental Physique, (b) the administration of Time period TONA is administratively possible for the Administrative Agent and (c) a Benchmark Transition Occasion or an Early Decide-in Election, as relevant, has beforehand occurred leading to a Benchmark Substitute in accordance with Part 3.1 that isn’t Time period TONA.

TIBOR Interpolated Charge” means, at any time, with respect to any Eurocurrency Advance denominated in Japanese Yen and for any Curiosity Interval, the speed every year (rounded to the identical variety of decimal locations because the TIBOR Display Charge) decided by the Administrative Agent (which willpower shall be conclusive and binding absent manifest error) to be equal to the speed that outcomes from interpolating on a linear foundation between: (a) the TIBOR Display Charge for the longest interval (for which the TIBOR Display Charge is offered for Yen) that’s shorter than the Impacted TIBOR Charge Curiosity Interval; and (b) the TIBOR Display Charge for the shortest interval (for which the TIBOR Display Charge is offered for Japanese Yen) that exceeds the Impacted TIBOR Charge Curiosity Interval, in every case, at such time; supplied that, if any TIBOR Interpolated Charge shall be lower than zero, such price shall be deemed to be zero for the needs of this Settlement.

TIBOR Charge”  means, with respect to any Eurocurrency Advance denominated in Japanese Yen and for any Curiosity Interval, the TIBOR Display Charge at roughly 11:00 a.m., Japan time, two Enterprise Days previous to the graduation of such Curiosity Interval; supplied that, if the TIBOR Display Charge shall not be out there at such time for such Curiosity Interval (an “Impacted TIBOR Charge Curiosity Interval”) with respect to Yen then the TIBOR Charge shall be the TIBOR Interpolated Charge, topic to Part 3.1 within the occasion that the Administrative Agent shall conclude that it shall not be doable to find out the TIBOR Interpolated Charge (which conclusion shall be conclusive and binding absent manifest error).

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TIBOR Display Charge” means the Tokyo interbank supplied price administered by the Ippan Shadan Hojin JBA TIBOR Administration (or every other individual which takes over the administration of that price) for the related foreign money and interval displayed on web page DTIBOR01 of the Reuters display (or, within the occasion such price doesn’t seem on such Reuters web page or display, on any successor or substitute web page on such display that shows such price, or on the suitable web page of such different data service that publishes such price as chosen by the Administrative Agent sometimes in its cheap discretion) as of 11:00 a.m. Japan time two Enterprise Days previous to the graduation of such Curiosity Interval.  If the TIBOR Display Charge shall be lower than zero, the TIBOR Display Charge shall be deemed to be zero for functions of this Settlement.

TONA” means, with respect to any Enterprise Day, a price every year equal to the Tokyo In a single day Common Charge for such Enterprise Day printed by the TONA Administrator on the TONA Administrator’s Web site.

TONA Administrator” means the Financial institution of Japan (or any successor administrator of the Tokyo In a single day Common Charge).

TONA Administrator’s Web site” means the Financial institution of Japan’s web site, presently at http://www.boj.or.jp, or any successor supply for the Tokyo In a single day Common Charge recognized as such by the TONA Administrator sometimes.

Whole Debt” as of any date, means all the following for the Firm and its Subsidiaries on a consolidated foundation and with out duplication: (a) all debt for borrowed cash and related financial obligations evidenced by bonds, notes, debentures, Capitalized Lease Obligations or in any other case; (b) all liabilities secured by any Lien current on property owned or acquired topic thereto, whether or not or not the legal responsibility secured thereby shall have been assumed; (c) all reimbursement obligations underneath excellent letters of credit score in respect of drafts which (i) could also be introduced at any time or (ii) have been introduced and haven’t but been paid and will not be included in clause (a) above; (d) all obligations in respect of any Disqualified Inventory; (e) all liabilities for the deferred buy value of property acquired by the Firm or its Subsidiaries (excluding accounts payable and different accrued liabilities arising within the strange course of enterprise however together with, with out limitation, all liabilities created or arising underneath any conditional sale or different title retention settlement with respect to any such property and, to the extent categorised as a legal responsibility on the stability sheet of the Firm in accordance with GAAP, all obligations in respect of buy value changes, earn-outs, non-competition agreements and different related preparations, or different deferred funds of the same nature, representing consideration of an Acquisition or Funding and incurred in connection therewith); (f) all Off-Steadiness Sheet Liabilities; and (g) all ensures and different Contingent Obligation regarding indebtedness or liabilities of the sort described within the foregoing clauses (a), (b), (c), (d), (e) or (f).

Sort” when utilized in reference to any Mortgage or Advance, refers as to whether the speed of curiosity on such Mortgage, or on the Loans comprising such Advance, is set by reference to the Floating Charge, Eurocurrency Charge or Eurodollar Charge.

UCC” means the Uniform Business Code as in impact sometimes within the State of New York or in every other state, the legal guidelines of that are required to be utilized in reference to the difficulty of perfection of safety pursuits.

UK Monetary Establishments” means any BRRD Endeavor (as such time period is outlined underneath the PRA Rulebook (as amended sometimes) promulgated by the UK Prudential Regulation Authority) or any individual falling inside IFPRU 11.6 of the FCA Handbook (as amended sometimes)

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promulgated by the UK Monetary Conduct Authority, which incorporates sure credit score establishments and funding corporations, and sure associates of such credit score establishments or funding corporations.

UK Decision Authority” means the Financial institution of England or every other public administrative authority having accountability for the decision of any UK Monetary Establishment.

Unadjusted Benchmark Substitute” means the relevant Benchmark Substitute excluding the associated Benchmark Substitute Adjustment.

Unfunded Liabilities” means the quantity (if any) by which the actuarial current worth of all profit liabilities underneath all Single Employer Plans exceeds the truthful market worth of all such Plan property allocable to such profit liabilities, all decided as of the then most up-to-date valuation date for such Plans utilizing FASB actuarial assumptions for single employer plan terminations.

Unliquidated Obligations” means, at any time, any Obligations or different Assured Obligations (or portion thereof) which can be contingent in nature or unliquidated at such time, together with any Obligation that’s: (a) an obligation to reimburse a financial institution for drawings not but made underneath a letter of credit score issued by it; (b) every other obligation (together with any assure) that’s contingent in nature at such time; or (c) an obligation to supply collateral to safe any of the foregoing varieties of obligations.

Unmatured Default” means an occasion which however for the lapse of time or the giving of discover, or each, would represent a Default.

U.S. Financial institution” means U.S. Financial institution Nationwide Affiliation, a nationwide banking affiliation.

U.S. {Dollars}” and “$” means {dollars} in lawful foreign money of the USA of America.

U.S. Loans” means Loans denominated in U.S. {Dollars} made to the Firm pursuant to the phrases of this Settlement.

U.S. Particular person” means a “United States individual” inside the that means of Part 7701(a)(30) of the Code.

U.S. Tax Compliance Certificates” has the that means assigned to such time period in Part 3.4(f).

USA PATRIOT Act” means the Uniting and Strengthening America by Offering Applicable Instruments Required to Intercept and Impede Terrorism Act of 2001.

Voting Inventory” of a Particular person means all courses of Capital Inventory of such Particular person then excellent and usually entitled (with out regard to the incidence of any contingency) to vote within the election of administrators, managers, trustees or related individuals thereof.

Weighted Common Life to Maturity” means, when utilized to any Indebtedness at any date, the variety of years obtained by dividing: (a) the sum of the merchandise obtained by multiplying (i) the quantity of every then remaining installment, sinking fund, serial maturity or different required funds of principal, together with cost at closing maturity, in respect thereof, by (ii) the variety of years (calculated to the closest one-twelfth) that may elapse between such date and the making of such cost; by (b) the then excellent principal quantity of such Indebtedness; supplied that, for functions of figuring out the Weighted Common Life to Maturity of any Indebtedness that’s being modified, refinanced, refunded, renewed, changed or prolonged (the “Relevant Indebtedness”), the results of any prepayments or amortization made on such

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Relevant Indebtedness previous to the date of the relevant modification, refinancing, refunding, renewal, substitute or extension shall be disregarded.

Wholly‑Owned Subsidiary” of a Particular person means every other Particular person of which 100% of the excellent Voting Inventory of which shall on the time be owned or managed, immediately or not directly, by such Particular person or a number of Wholly‑Owned Subsidiaries of such Particular person, or by such Particular person and a number of Wholly‑Owned Subsidiaries of such Particular person.

Withholding Agent” means any Mortgage Celebration and the Administrative Agent.

Write-Down and Conversion Powers” means (a) with respect to any EEA Decision Authority, the write-down and conversion powers of such EEA Decision Authority sometimes underneath the Bail-In Laws for the relevant EEA Member Nation, which write-down and conversion powers are described within the EU Bail-In Laws Schedule, and (b) with respect to the UK, any powers of the relevant Decision Authority underneath the Bail-In Laws to cancel, cut back, modify or change the type of a legal responsibility of any UK Monetary Establishment or any contract or instrument underneath which that legal responsibility arises, to transform all or a part of that legal responsibility into shares, securities or obligations of that individual or every other individual, to supply that any such contract or instrument is to have impact as if a proper had been exercised underneath it or to droop any obligation in respect of that legal responsibility or any of the powers underneath that Bail-In Laws which can be associated to or ancillary to any of these powers.

Part 1.2.Guidelines of Development.  All phrases outlined in Part 1.1 shall embrace each the singular and the plural varieties thereof and shall be construed accordingly.  Use of the phrases “herein”, “hereof”, and “hereunder” shall be deemed references to this Settlement in its entirety and to not the Part or clause by which such time period seems.  References to “Sections” and “subsections” shall be to Sections and subsections, respectively, of this Settlement except in any other case particularly supplied.  

Part 1.3.Accounting Phrases; GAAP. (a) However something herein, in any monetary statements of the Firm or in GAAP on the contrary, besides as in any other case expressly supplied herein, all phrases of an accounting or monetary nature shall be construed, and the Relevant Margin and all monetary and different covenants hereunder, together with outlined phrases used therein, shall be calculated, in accordance with GAAP, as in impact sometimes, however with out giving impact to any election underneath Accounting Requirements Codification 825-10-25 (beforehand known as Assertion of Monetary Accounting Requirements 159) (or every other Accounting Requirements Codification or Monetary Accounting Commonplace having the same consequence or impact) to worth any Indebtedness or different liabilities of the Firm or any Subsidiary at “truthful worth”, as outlined therein; supplied, that if the Firm notifies the Administrative Agent that the Firm requests an modification to any provision hereof to get rid of the impact of any change occurring after the date hereof in GAAP or within the utility thereof on the operation of such provision (or if the Administrative Agent notifies the Firm that the Required Lenders or the Administrative Agent requests an modification to any provision hereof for such function), no matter whether or not any such discover is given earlier than or after such change in GAAP or within the utility thereof, then the Firm, the Lenders and the Administrative Brokers shall negotiate in good religion to amend such provision and such provision shall be interpreted on the idea of GAAP as in impact and utilized instantly earlier than such change shall have turn out to be efficient till such discover shall have been withdrawn or such provision shall have been amended in accordance herewith.  Moreover, for functions of figuring out compliance with any provision of this Settlement, obligations regarding a lease that had been (or can be) categorised and accounted for by Firm and its Subsidiaries as an working lease underneath GAAP as in impact on the Efficient Date shall proceed to be categorised and accounted for as obligations regarding an working lease and never as a capitalized lease however any change in GAAP with respect to leases together with, with out limitation, pursuant to Accounting Requirements Codification 840 or Accounting Requirements Codification 842.

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(a)To allow the prepared and constant willpower of compliance with the covenants set forth in Article VI hereof, the Firm is not going to change the final day of its fiscal 12 months from on or about December 31 of every 12 months, or the final days of the primary three fiscal quarters in every of its fiscal years from on or about March 31, June 30 and September 30 of every 12 months, respectively, with out the prior consent of the Administrative Agent.

(b)For functions of Article VI (together with any “baskets” or limitations expressed in U.S. {Dollars} therein) of this Settlement, any Indebtedness, Funding or different quantity made or incurred in any foreign money apart from U.S. {Dollars} shall be deemed to be the Greenback Equal thereof.

Part 1.4.Professional Forma Calculations.  

(a)However something on the contrary herein, monetary ratios and exams (together with measurements of Consolidated Whole Belongings or EBITDA), together with the Leverage Ratio, shall be calculated within the method prescribed by this Part 1.4.  Every time a monetary ratio or check is to be calculated on a Professional Forma Foundation, (i) the reference to the relevant Check Interval for functions of calculating such monetary ratio or check shall be deemed to be a reference to, and shall be primarily based on, probably the most not too long ago accomplished Check Interval and (ii) any professional forma calculations shall be made in good religion by a accountable monetary or accounting officer of the Firm and decided in accordance with Article 11 of Regulation S-X of the Securities Act of 1933, as amended.

(b)For functions of calculating any monetary ratio or check or compliance with any covenant decided by reference to EBITDA or Consolidated Whole Belongings, Specified Transactions (with any incurrence or reimbursement of any Indebtedness in connection therewith to be topic to clause (f) beneath) which were made (i) throughout the relevant Check Interval and (ii) subsequent to such Check Interval and previous to or concurrently with the occasion for which the calculation of any such ratio or check, or any such calculation of EBITDA or Consolidated Whole Belongings, is made shall be calculated on a Professional Forma Foundation assuming that every one such Specified Transactions (and any enhance or lower in EBITDA and the element monetary definitions used therein attributable to any Specified Transaction) had occurred on the primary day of the relevant Check Interval (or, within the case of the willpower of Consolidated Whole Belongings, the final day).  If because the starting of any relevant Check Interval any Individual that subsequently grew to become a Subsidiary or was merged, amalgamated or consolidated with or right into a Borrower or any of its Subsidiaries because the starting of such Check Interval shall have made any Specified Transaction that might have required adjustment pursuant to this Part 1.4, then such monetary ratio or check (or the calculation of EBITDA or Consolidated Whole Belongings) shall be calculated to offer professional forma impact thereto in accordance with this Part 1.4; supplied that with respect to any professional forma calculations to be made in reference to any Acquisition or Funding in respect of which monetary statements for the related goal will not be out there for a similar Check Interval for which inner monetary statements of the Firm can be found, the Firm shall decide such professional forma calculations on the idea of the out there monetary statements (even when for differing intervals) or such different foundation as decided on a commercially cheap foundation by the Firm.

(c)Every time professional forma impact or a willpower of Professional Forma Compliance is to be given to a Specified Transaction, the professional forma calculations shall be made in good religion by a accountable monetary or accounting officer of the Firm in accordance with Article 11 of Regulation S-X of the Securities Act of 1933, as amended and embrace, for the avoidance of doubt, the quantity of “run-rate” price financial savings, working expense reductions, different working enhancements and synergies which can be projected within the good religion willpower of the Firm to consequence from actions which were taken or with respect to which substantial steps have been taken or are anticipated to be taken (within the good religion willpower of the Borrower) (calculated on a Professional Forma

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Foundation as if such price financial savings, working expense reductions, working enhancements and synergies had been realized on the primary day of such interval and as if such price financial savings, working expense reductions, working enhancements and synergies had been realized throughout the entirety of such interval), whether or not previous to or following the Efficient Date, internet of the quantity of precise advantages realized throughout such interval from such actions, and any such changes shall be included within the preliminary professional forma calculations of such monetary ratios or exams and through any subsequent Check Interval by which the results thereof are anticipated to be realized regarding such Specified Transaction;

(d)Any provision requiring Professional Forma Compliance with Part 6.19 and/or Part 6.20 shall be made assuming that compliance with the Leverage Ratio pursuant to such Part is required with respect to the latest Check Interval previous to such time.

(e)However something on the contrary on this Part 1.4, when calculating (i) the Leverage Ratio for functions of the definition of “Relevant Margin” and (ii) precise (and never professional forma) compliance with Part 6.19 and/or Part 6.20, the occasions described on this Part 1.4 that occurred subsequent to the top of the relevant Check Interval shall not be given professional forma impact.

(f)Except in any other case supplied herein, willpower of Consolidated Whole Belongings shall be made by reference to the final day of probably the most not too long ago accomplished Check Interval for which inner monetary statements of the Firm can be found (as decided in good religion by the Firm) on or previous to the related date of willpower.

Part 1.5.Curiosity Charges; LIBOR Notification.  The rate of interest on a Mortgage denominated in U.S. {Dollars} or an Agreed Overseas Foreign money could also be derived from an rate of interest benchmark that’s, or could sooner or later turn out to be, the topic of regulatory reform.  Regulators have signaled the necessity to use different benchmark reference charges for a few of these rate of interest benchmarks and, because of this, such rate of interest benchmarks could stop to adjust to relevant legal guidelines and laws, could also be completely discontinued, and/or the idea on which they’re calculated could change.  The London interbank supplied price is meant to characterize the speed at which contributing banks could receive short-term borrowings from one another within the London interbank market.  In July 2017, the U.Ok. Monetary Conduct Authority introduced that, after the top of 2021, it could now not persuade or compel contributing banks to make price submissions to the ICE Benchmark Administration (along with any successor to the ICE Benchmark Administrator, the “IBA”) for functions of the IBA setting the London interbank supplied price.  Because of this, it’s doable that commencing in 2022, the London interbank supplied price could now not be out there or could now not be deemed an acceptable reference price upon which to find out the rate of interest on Eurodollar Loans or Eurocurrency Loans.  In gentle of this eventuality, private and non-private sector trade initiatives are presently underway to establish new or different reference charges for use rather than the London interbank supplied price.  Upon the incidence of a Benchmark Transition Occasion, a Time period SOFR Transition Occasion, a Time period ESTR Transition Occasion, a Time period TONA Transition Occasion or an Early Decide-In Election, Part 3.1(b) and (c) present a mechanism for figuring out another price of curiosity.  The Administrative Agent will promptly notify the Firm, pursuant to Part 3.1(e), of any change to the reference price upon which the rate of interest on any Eurodollar Mortgage or Eurocurrency Mortgage relies.  Nonetheless, the Administrative Agent doesn’t warrant or settle for any accountability for, and shall not have any legal responsibility with respect to, the administration, submission or every other matter associated to the London interbank supplied price or different charges within the definition of “Eurodollar Base Charge” or “Eurocurrency Base Charge” (or “EURIBOR Charge”, or “TIBOR Charge”, as relevant) or with respect to any different or successor price thereto, or substitute price thereof (together with, with out limitation, (i) any such different, successor or substitute price carried out pursuant to Part 3.1(b) or (c), whether or not upon the incidence of a Benchmark Transition Occasion, a Time period SOFR Transition Occasion, a Time period ESTR Transition Occasion, a Time period TONA Transition Occasion or an Early Decide-in Election, and (ii) the implementation of any Benchmark Substitute Conforming Adjustments pursuant to

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Part 3.1(d)), together with with out limitation, whether or not the composition or traits of any such different, successor or substitute reference price will probably be just like, or produce the identical worth or financial equivalence of, the Eurodollar Base Charge or the Eurocurrency Base Charge (or the EURIBOR Charge, or the TIBOR Charge, as relevant) or have the identical quantity or liquidity as did the London interbank supplied price (or the euro interbank supplied price, as relevant) previous to its discontinuance or unavailability.

Part 1.6.Divisions.  For all functions underneath the Mortgage Paperwork, in reference to any Division or plan of division underneath Delaware legislation (or any comparable occasion underneath a unique jurisdiction’s legal guidelines): (a) if any asset, proper, obligation or legal responsibility of any Particular person turns into the asset, proper, obligation or legal responsibility of a unique Particular person, then it shall be deemed to have been transferred from the unique Particular person to the following Particular person, and (b) if any new Particular person comes into existence, such new Particular person shall be deemed to have been organized and bought on the primary date of its existence by the holders of its Capital Inventory at such time.

Article II
THE CREDITS

Part 2.1.Commitments.  

(a)Loans.  Every Lender agrees, for itself solely, topic to the phrases and circumstances of this Settlement, to make Loans denominated in U.S. {Dollars} and Agreed Overseas Currencies to the Debtors and to take part in Facility Letters of Credit score and Swing Loans, sometimes from and together with the Efficient Date to however excluding the Facility Termination Date, to not exceed in combination principal quantity at any time excellent the quantity decided pursuant to Part 2.1(b).  U.S. Loans to the Firm or any portion thereof, on the Firm’s choice, could also be Floating Charge Loans or Eurodollar Loans or any mixture thereof topic to the phrases hereof.  Canadian Loans or U.S. Loans to a Canadian Borrower or any portion thereof, at such Canadian Borrower’s choice, could also be Floating Charge Loans or Eurocurrency Loans or any mixture thereof topic to the phrases hereof. All different Loans shall be Eurocurrency Loans, topic to the phrases hereof.  

(b)Limitation on Quantity of Advances.  However something on this Settlement on the contrary:

(i)the Greenback Equal of the mixture principal quantity of the Combination Credit score Publicity at any time shall not exceed the Combination Dedication;

(ii)the Greenback Equal of the mixture Facility Letter of Credit score Obligations at any time excellent shall not exceed $25,000,000;

(iii)the Greenback Equal of the mixture principal quantity of all Swing Loans at any time excellent shall not exceed $20,000,000; and

(iv)the Greenback Equal of the Credit score Publicity of any Lender shall not exceed the Dedication of such Lender.

Part 2.2.Reimbursement of Loans; Proof of Debt.

2.2.1(a) Every Borrower hereby unconditionally guarantees to pay to the Administrative Agent for the account of every Lender within the related Agreed Foreign money the then unpaid principal quantity of every Mortgage owing by such Borrower to such Lender on the Facility Termination Date and on such different dates and in such different quantities as could also be required sometimes pursuant to this Settlement.  Every

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Borrower hereby additional agrees to pay to the Administrative Agent for the account of every Lender curiosity within the related Agreed Foreign money on the unpaid principal quantity of the Loans owing by such Borrower sometimes excellent till cost thereof in full on the charges every year, and on the dates, set forth in Part 2.8.

(b)Along with all different funds of the Loans required hereunder, the Debtors shall prepay the Advances at any time the Advances exceed the quantities permitted underneath Part 2.1(b) by an quantity equal to or larger than the quantity of such extra.

2.2.2The books and information of the Administrative Agent and of every Lender shall, to the extent permitted by relevant legislation, be prima facie proof of the existence and quantities of the obligations of the Debtors therein recorded; supplied, nevertheless, that the failure of any Lender or the Administrative Agent to keep up any such books and information or any error therein, shall not in any method have an effect on the duty of the Debtors to repay (with relevant curiosity) the Loans made to such Debtors by such Lender in accordance with the phrases of this Settlement.

2.2.3The Debtors agree that, upon the request to the Administrative Agent by any Lender, the related Debtors will execute and ship to such Lender promissory notes of every Borrower evidencing the Loans of such Lender, considerably within the type of Exhibit D with acceptable insertions as up to now, foreign money and principal quantity (every, a “Be aware”); supplied, that the supply of such Notes shall not be a situation precedent to the Efficient Date.

Part 2.3.Procedures for Borrowing.  

(a)Every Borrower could borrow underneath the Commitments sometimes previous to the Facility Termination Date on any Enterprise Day.  

(b)The Firm shall give the Administrative Agent irrevocable discover (a) by 11:00 a.m., New York Metropolis time, on the date three Enterprise Days previous to the requested Borrowing Date, if all or any a part of the requested Loans are to be initially Eurodollar Loans, (b) by 11:00 a.m., London time, on the date 4 Enterprise Days previous to the requested Borrowing Date, if all or any a part of the requested Loans are to be initially Eurocurrency Loans, or (c) by 11:00 a.m., New York Metropolis time, on the Borrowing Date in any other case, specifying in every case (i) the quantity to be borrowed and, if such Mortgage is to be denominated in an Agreed Overseas Foreign money and never in U.S. {Dollars}, specifying the Agreed Overseas Foreign money thereof, (ii) the requested Borrowing Date, (iii) whether or not the borrowing is to be of Mounted Charge Loans, Floating Charge Loans (if denominated in U.S. {Dollars} solely) or a mixture thereof (and such borrowing shall be a Eurocurrency Mortgage whether it is denominated in an Agreed Overseas Foreign money and never in U.S. {Dollars}) and (iv) if the borrowing is to be solely or partly of Mounted Charge Loans, the quantity of such Sort of Mortgage and the size of the preliminary Curiosity Durations therefor.  Every borrowing underneath the Commitments shall be in an quantity equal to (A) within the case of Floating Charge Loans, 5,000,000 models or an entire a number of of 1,000,000 models in extra thereof (or, if the then combination out there Commitments are lower than $5,000,000, such lesser quantity) and (B) within the case of Eurodollar or Eurocurrency Loans, 5,000,000 models or an entire a number of of 1,000,000 models in extra thereof.  Upon receipt of any such discover from the Firm, the Administrative Agent shall promptly notify every Lender thereof.  Not later than 12:00 p.m., New York Metropolis time on every requested Borrowing Date every Lender shall make an quantity equal to its Professional Rata Share of the principal quantity of the Loans requested to be made on such Borrowing Date out there to the Administrative Agent at its workplace laid out in Part 14.1 in U.S. {Dollars} and in Similar Day Funds.  The Administrative Agent shall on such date credit score the account of the Firm on the books of such workplace with the mixture of the quantities made

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out there to the Administrative Agent by the Lenders and in like funds as obtained by the Administrative Agent.

(c)Every Overseas Subsidiary Borrower (apart from the Canadian Borrower) shall give the Administrative Agent irrevocable discover (which discover should be obtained by the Administrative Agent previous to 11:00 a.m., London time 4 Enterprise Days previous to the requested Borrowing Date) specifying in every case (a) the quantity to be borrowed and the Agreed Overseas Foreign money thereof or if such Mortgage will probably be denominated in U.S. {Dollars}, (b) the requested Borrowing Date and (c) the size of the preliminary Curiosity Interval therefor.  The Canadian Borrower shall give the Administrative Agent irrevocable discover (i) by 11:00 a.m., New York Metropolis time, on the date three Enterprise Days previous to the requested Borrowing Date, if all or any a part of the requested Loans are to be initially Mounted Charge Loans, or (ii) by 11:00 a.m., New York Metropolis time, on the Borrowing Date in any other case, specifying in every case (w) the quantity to be borrowed and specifying the foreign money thereof (an Agreed Overseas Foreign money or U.S. {Dollars}), (x) the requested Borrowing Date, (y) whether or not the borrowing is to be of Mounted Charge Loans or Floating Charge Loans (if denominated in U.S. {Dollars} or Canadian {Dollars} solely) and (z) if the borrowing is to be solely or partly of Mounted Charge Loans, the quantity of such Sort of Mortgage and the size of the preliminary Curiosity Durations therefor.  Every borrowing by any Overseas Subsidiary Borrower shall be in an quantity equal to an quantity within the related Agreed Overseas Foreign money or U.S. {Dollars} which 5,000,000 models or an entire a number of of 1,000,000 models in extra thereof or such different quantities as could also be agreed upon between the Firm and the Administrative Agent.  Upon receipt of any such discover from any such Borrower, the Administrative Agent shall promptly notify the related Lenders with respect to such Borrower.  Not later than 2:00 p.m., native time of the Administrative Agent’s funding workplace for such Borrower, on the requested Borrowing Date, every such Lender shall make an quantity equal to its Professional Rata Share of the principal quantity of such Loans requested to be made on such Borrowing Date out there to the Administrative Agent on the Administrative Agent’s funding workplace for such Borrower specified by the Administrative Agent sometimes by discover to such Lenders and in Similar Day Funds.  The quantities made out there by every such Lender will then be made out there to the related Borrower on the funding workplace for such Borrower and in like funds as obtained by the Administrative Agent.

Part 2.4.Termination or Discount of Commitments. The Firm could completely cut back the Commitments, in entire or partially, ratably among the many Lenders in integral multiples of $5,000,000 upon a minimum of three Enterprise Days’ prior written discover; supplied, nevertheless, that the Combination Commitments is probably not diminished beneath the Combination Credit score Publicity of all Lenders at such time.  As well as, all accrued facility charges shall be payable on the efficient date of any termination of the Commitments.

Part 2.5.Facility and Administrative Agent Charges.  

2.5.1The Firm agrees to pay to the Administrative Agent for the account of every Lender a facility payment on the price every year set forth within the pricing grid within the Relevant Margin definition, on the common every day quantity of every Dedication of such Lender, whether or not used or unused, from and together with the Efficient Date to however excluding the Facility Termination Date, payable on every Fee Date hereafter and on the Facility Termination Date, and after the Facility Termination Date payable on the Combination Credit score Publicity on demand by the Administrative Agent.

2.5.2The Firm agrees to pay to the Administrative Agent for its personal account, such different charges as agreed to in writing between the Firm and the Administrative Agent.

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Part 2.6.Non-obligatory Principal Funds on All Loans2.6.1The Firm could at any time and sometimes prepay Floating Charge Loans, in entire or partially, with out penalty or premium, upon a minimum of one Enterprise Day’s irrevocable discover to the Administrative Agent specifying the date and quantity of prepayment.  If any such discover is given, the quantity laid out in such discover shall be due and payable on the date specified therein.  Partial prepayment of Floating Charge Loans shall be in a minimal combination quantity of $1,000,000 or any integral a number of of $250,000 in extra thereof, or such lesser principal quantity as could equal the excellent Floating Charge Loans to a Borrower or such lesser quantity as could also be agreed to by the Administrative Agent.

2.6.2Every Borrower could at any time and sometimes prepay, with out premium or penalty (however along with cost of any quantity payable pursuant to Part 3.4), its Mounted Charge Loans in entire or partially, upon a minimum of three Enterprise Days’ irrevocable discover to the Administrative Agent (which discover should be obtained by the Administrative Agent previous to 11:00 a.m., New York Metropolis time) specifying the date and quantity of prepayment.  Partial funds of Mounted Charge Loans shall be in a minimal combination quantity of 5,000,000 models within the relevant Agreed Foreign money or in an integral a number of of 1,000,000 models in extra thereof, or such lesser principal quantity as could equal the excellent Mounted Charge Loans to a Borrower or such lesser quantity as could also be agreed to by the Administrative Agent.

2.6.3Every prepayment pursuant to this Part 2.6 and every conversion pursuant to Part 2.7 shall be accompanied by accrued and unpaid curiosity on the quantity pay as you go to the date of prepayment and any quantities payable underneath Part 3.4 in reference to such cost.

2.6.4Prepayments by any Borrower pursuant to this Part 2.6 shall be utilized first to any Floating Charge Loans of such Borrower and second to any Mounted Charge Loans of such Borrower then excellent in such order as such Borrower could direct, supplied that every one prepayments on any Loans to a Borrower shall be utilized professional rata to the Loans owing by such Borrower.

2.6.5All quantities pay as you go could also be reborrowed and successively repaid and reborrowed, topic to the opposite phrases and circumstances on this Settlement.

Part 2.7.Conversion and Continuation of Excellent Advances.  

2.7.1U.S. Advances.  Floating Charge Advances shall proceed as Floating Charge Advances except and till such Floating Charge Advances are transformed into Eurodollar Advances.  Every Eurodollar Advance shall proceed as a Eurodollar Advance till the top of the then relevant Curiosity Interval therefor, at which period such Eurodollar Advance shall be routinely transformed right into a Floating Charge Advance except the relevant Borrower shall have given the Administrative Agent a Conversion/Continuation Discover requesting that, on the finish of such Curiosity Interval, such Eurodollar Advance both proceed as a Eurodollar Advance for a similar or one other Curiosity Interval or be transformed right into a Floating Charge Advance.  Topic to the phrases hereof, the relevant Borrower could elect sometimes to transform all or any a part of an Advance of any Sort to the Firm into every other Sort or Sorts of Advance; supplied that any conversion of any Eurodollar Advance shall be made on, and solely on, the final day of the Curiosity Interval relevant thereto.  The relevant Borrower shall give the Administrative Agent irrevocable discover (a “Conversion/Continuation Discover”) of every conversion of an Advance or continuation of a Eurodollar Advance not later than 11:00 a.m., New York Metropolis time, a minimum of one Enterprise Day, within the case of a conversion right into a Floating Charge Advance, or three Enterprise Days, within the case of a conversion into or continuation of a Eurodollar Advance, previous to the date of the requested conversion or continuation, specifying:

(a)the requested date, which shall be a Enterprise Day, of such conversion or continuation,

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(b)the mixture quantity and Sort of the Advance which is to be transformed or continued, and

(c)the quantities and Sort(s) of Advance(s) into which such Advance is to be transformed or continued and, within the case of a conversion into or continuation of a Eurodollar Advance, the length of the Curiosity Interval relevant thereto.

2.7.2Eurocurrency Advances. Any Eurocurrency Advances could also be continued as such upon the expiration of the then present Curiosity Interval with respect thereto by the related Borrower giving the Administrative Agent a minimum of three Enterprise Days’ prior irrevocable discover (which discover should be obtained by the Administrative Agent previous to 11:00 a.m., New York Metropolis time) of such election and specifying the length of the Curiosity Interval relevant thereto, supplied, that if the related Borrower shall fail to offer such discover, such Eurocurrency Advance shall be routinely continued for an Curiosity Interval of 1 month, supplied, additional, that if such continuation would lengthen the Curiosity Interval past the Facility Termination Date then such continuation shall not be permitted and such Eurocurrency Advance shall be due on the finish of the then relevant Curiosity Interval.

Part 2.8.Curiosity Charges, Curiosity Fee Dates; Curiosity and Charge Foundation.  

(c)Every Floating Charge Mortgage shall bear curiosity on the excellent principal quantity thereof, for every day from and together with the date such Mortgage is made or is transformed from a Mounted Charge Mortgage right into a Floating Charge Mortgage pursuant to Part 2.7 to however excluding the date it turns into due or is transformed right into a Mounted Charge Mortgage pursuant to Part 2.7 hereof, at a price every year equal to the Floating Charge for such day.  Every Eurodollar Mortgage shall bear curiosity for every day throughout every Curiosity Interval with respect thereto at a price every year equal to the Eurodollar Charge decided for such Curiosity Interval.  Every Eurocurrency Mortgage to any Overseas Subsidiary Borrower shall bear curiosity for every day throughout every Curiosity Interval with respect thereto at a price every year equal to the relevant Eurocurrency Charge decided for such Curiosity Interval or at such different rate of interest as agreed to by all Lenders.

(d)Curiosity accrued on every Floating Charge Advance shall be payable on every Fee Date, commencing with the primary such date to happen after the Efficient Date and at maturity.  Curiosity accrued on every Mounted Charge Advance shall be payable on the final day of its relevant Curiosity Interval, on any date on which the Mounted Charge Advance is pay as you go, whether or not by acceleration or in any other case, and at maturity.  Curiosity accrued on every Mounted Charge Advance having an Curiosity Interval longer than three months shall even be payable on the final day of every three‑month interval throughout such Curiosity Interval.  

(e)Curiosity shall be payable for the day an Advance is made however not for the day of any cost on the quantity paid if cost is obtained previous to midday (native time) on the place of cost.  If any cost of principal of or curiosity on an Advance shall turn out to be due on a day which isn’t a Enterprise Day, besides as in any other case supplied within the definition of Curiosity Interval, such cost shall be made on the following succeeding Enterprise Day and, within the case of a principal cost, such extension of time shall be included in computing curiosity in reference to such cost.

(f)All curiosity and costs shall be computed on the idea of the particular variety of days (together with the primary day however excluding the final day) occurring throughout the interval such curiosity or payment is payable over a 12 months comprised of 360 days, aside from (a) curiosity on Floating Charge Loans which shall be calculated for precise days elapsed on the idea of a 365 day 12 months, or three hundred and sixty six days in a intercalary year and (b) curiosity on Loans denominated in any Agreed Overseas Foreign money for which it’s required by relevant legislation or customary to compute curiosity on the idea of a 12 months of three hundred and sixty five days or, if required by relevant legislation or customary, three hundred and sixty six days in a intercalary year, shall be computed on such foundation.

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(g)Adjustments within the price of curiosity on that portion of any Advance maintained as a Floating Charge Advance will take impact concurrently with every change within the Alternate Base Charge.  Every Mounted Charge Advance shall bear curiosity on the excellent principal quantity thereof from and together with the primary day of the Curiosity Interval relevant thereto to (however not together with) the final day of such Curiosity Interval on the rate of interest decided as relevant to such Mounted Charge Advance.  No Curiosity Interval could finish after the Facility Termination Date.  

(h)For functions of the Curiosity Act (Canada), (a) every time any curiosity or payment underneath this Settlement is calculated utilizing a price primarily based on a 12 months of 360 days or 365 days or three hundred and sixty six days in a intercalary year, because the case could also be, the speed decided pursuant to such calculation, when expressed as an annual price, is equal to (i) the relevant price primarily based on a 12 months of 360 days or 365 days or three hundred and sixty six days in a intercalary year, because the case could also be, (ii) multiplied by the precise variety of days within the calendar 12 months by which the interval for which such curiosity or payment is payable (or compounded) ends, and (iii) divided by 360 or 365 or three hundred and sixty six days in a intercalary year, because the case could also be, (b) the precept of deemed reinvestment of curiosity doesn’t apply to any curiosity calculation underneath this Settlement, and (c) the charges of curiosity stipulated on this Settlement are supposed to be nominal charges and never efficient charges or yields.  The Debtors acknowledge and agree that for the needs of the Curiosity Act (Canada), the knowledge supplied to them hereunder with respect to the calculation of curiosity hereunder or underneath any Mortgage Doc shall represent an specific assertion of the yearly price or proportion of curiosity to which such rate of interest or proportion is equal. The Debtors hereby irrevocably agree to not plead or assert, whether or not by the use of protection or in any other case, in any continuing regarding this Settlement or any Mortgage Doc, that the curiosity payable underneath this Settlement or any Mortgage Doc and the calculation thereof has not been adequately disclosed to the Debtors, whether or not pursuant to Part 4 of the Curiosity Act (Canada) or every other relevant legislation.

(i)If any provision of this Settlement would oblige a Canadian Borrower to make any cost of curiosity or different quantity payable to any holder of Obligations in an quantity or calculated at a price which might be prohibited by legislation or would end in a receipt by that holder of Obligations of “curiosity” at a “prison price” (as such phrases are construed underneath the Legal Code (Canada)), then, however such provision, such quantity or price shall be deemed to have been adjusted with retroactive impact to the utmost quantity or price of curiosity, because the case could also be, as wouldn’t be so prohibited by relevant legislation or so end in a receipt by that holder of Obligations of “curiosity” at a “prison price”, such adjustment to be effected, to the extent needed (however solely to the extent needed), as follows:

(j)first, by lowering the quantity or price of curiosity; and

(okay)thereafter, by lowering any charges, commissions, prices, bills, premiums and different quantities required to be paid which might represent curiosity for functions of part 347 of the Legal Code (Canada).

Part 2.9.Charges Relevant After Default.  However something on the contrary contained on this Settlement, throughout the continuance of a Default the Required Lenders could, at their choice, by discover to the Debtors (which discover could also be revoked on the choice of the Required Lenders however any provision of Part 8.2 requiring unanimous consent of the Lenders to modifications in rates of interest), declare that no Advance could also be made as, transformed into or continued (after the expiration of the then present Curiosity Interval) as a Mounted Charge Advance, supplied that, however the foregoing, any excellent Eurocurrency Advance could also be continued for an Curiosity Interval to not exceed one month after such discover to the Debtors by the Required Lenders.  Upon and throughout the continuance of any Default, the Required Lenders could, at their choice, by discover to the Firm (which discover could also be revoked on the choice of the Required Lenders however any provision of Part 8.2 requiring unanimous consent of the Lenders as to modifications and rates of interest) declare that (a) every Mounted Charge Advance shall bear curiosity for the rest of the relevant Curiosity Interval on the price in any other case relevant to such Curiosity

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Interval (with the Relevant Margin routinely adjusted to the very best quantity supplied within the definition of Relevant Margin, however the place the Relevant Margin would in any other case be set) plus 2% every year, and (b) every Floating Charge Advance and every other quantity due underneath this Settlement shall bear curiosity at a price every year equal to the Floating Charge in any other case relevant to Floating Charge Loans plus 2% every year, supplied that, upon and throughout the continuance of any acceleration for any cause of any of the Obligations, the rate of interest set forth in clauses (a) and (b) shall be relevant to all Advances with none election or motion on the a part of the Administrative Agent or any Lender.

Part 2.10.Professional Rata Fee, Technique of Fee.  

(a)Every borrowing of Loans by the Firm from the Lenders shall be made professional rata in line with the Professional Rata Shares of such Lenders in impact on the date of such borrowing.  Every cost by the Firm on account of any facility payment shall be allotted by the Administrative Agent among the many Lenders in accordance with their respective Professional Rata Shares.  Any discount of the Commitments of the Lenders shall be allotted by the Administrative Agent among the many Lenders professional rata in line with the Professional Rata Shares of the Lenders with respect thereto.  Besides as in any other case supplied on this Settlement, every optionally available prepayment by the Firm on account of principal or curiosity on its Loans shall be allotted by the Administrative Agent professional rata in line with the respective excellent principal quantities thereof. All funds (together with prepayments) to be made by the Firm hereunder in respect of quantities denominated in U.S. {Dollars}, whether or not on account of principal, curiosity, charges or in any other case, shall be made, with out setoff, deduction, or counterclaim, in Similar Day Funds to the Administrative Agent on the Administrative Agent’s deal with specified pursuant to Article XIV, or at every other Lending Set up of the Administrative Agent laid out in writing by the Administrative Agent to the Firm, by 3:00 p.m., New York Metropolis time on the date when due.  Every cost delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the identical sort of funds that the Administrative Agent obtained at its deal with specified pursuant to Article XIV or at any Lending Set up laid out in a discover obtained by the Administrative Agent from such Lender.  The Administrative Agent is hereby licensed to cost the account of any Borrower maintained with JPMCB or any of its Associates for every cost of principal, curiosity and costs because it turns into due hereunder.

(b)Every borrowing of Overseas Foreign money Loans by any Borrower shall be made professional rata in line with the Professional Rata Shares of the Lenders in impact on the date of such Loans.  Besides as supplied on this Settlement, every cost (together with every prepayment) by a Overseas Subsidiary Borrower on account of principal of and curiosity on its Loans shall be allotted by the Administrative Agent professional rata in line with the respective principal quantities of the Loans then due and owing by such Borrower.  All funds (together with prepayments) to be made by a Borrower on account of Loans, whether or not on account of principal, curiosity, charges or in any other case, shall be made with out setoff, deduction, or counterclaim within the foreign money of such Mortgage (in Similar Day Funds) to the Administrative Agent for the account of the Lenders on the cost workplace for such Loans specified sometimes by the Administrative Agent by discover to the Debtors prior to three:00 p.m. native time at such cost workplace on the due date thereof.  Every cost delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the identical sort of funds that the Administrative Agent obtained at its deal with specified pursuant to Article XIV or at any Lending Set up laid out in a discover obtained by the Administrative Agent from such Lender.  The Administrative Agent is hereby licensed to cost the account of any Borrower maintained with JPMCB or any of its Associates for every cost of principal, curiosity and costs because it turns into due hereunder.

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Part 2.11.Telephonic Notices.  Every Borrower hereby authorizes the Lenders and the Administrative Agent to increase, convert or proceed Advances, impact choices of Sorts of Advances and to switch funds primarily based on telephonic notices made by any Particular person or Individuals the Administrative Agent or any Lender fairly and in good religion believes to be an Approved Officer.  Every Borrower agrees to ship promptly to the Administrative Agent a written affirmation, if such affirmation is requested by the Administrative Agent or any Lender, of every telephonic discover signed by an Approved Officer.  If the written affirmation differs in any materials respect from the motion taken by the Administrative Agent and the Lenders, the information of the Administrative Agent and the Lenders shall govern absent manifest error.  However something herein on the contrary, all requests for Loans denominated in any Agreed Overseas Foreign money (apart from from the Canadian Borrower) or any continuation of such Loans, or conversion thereto, shall be in writing except in any other case agreed to by the Administrative Agent.

Part 2.12.Notification of Advances, Curiosity Charges, Prepayments and Dedication Reductions.  Promptly after receipt thereof, the Administrative Agent will notify every Lender of the contents of every Dedication discount discover, borrowing discover, Conversion/Continuation Discover, and reimbursement discover obtained by it hereunder.  The Administrative Agent will notify every Lender of the rate of interest relevant to every Mounted Charge Advance promptly upon willpower of such rate of interest and can give every Lender immediate discover of every change within the Alternate Base Charge.

Part 2.13.Lending Installations.  Every Lender could make and ebook its Loans at any Lending Set up(s) chosen by such Lender and should change its Lending Set up(s) sometimes.  All phrases of this Settlement shall apply to any such Lending Set up(s) and the Notes, if any, shall be deemed held by every Lender for the advantage of such Lending Set up(s).  Every Lender could, by written discover to the Administrative Agent and the relevant Borrower, designate a number of Lending Installations that are to make and ebook Loans and for whose account Mortgage funds are to be made.

Part 2.14.Non‑Receipt of Funds by the Administrative Agent.  Except a Borrower or a Lender, because the case could also be, notifies the Administrative Agent previous to the date on which it’s scheduled to make cost to the Administrative Agent of (a) within the case of a Lender, the proceeds of a Mortgage or (b) within the case of a Borrower, a cost of principal, curiosity or charges to the Administrative Agent for the account of the Lenders, that it doesn’t intend to make such cost, the Administrative Agent could assume that such cost has been made.  The Administrative Agent could, however shall not be obligated to, make the quantity of such cost out there to the supposed recipient in reliance upon such assumption.  If such Lender or  Borrower, because the case could also be, has not in reality made such cost to the Administrative Agent, the recipient of such cost shall, on demand by the Administrative Agent, repay to the Administrative Agent the quantity so made out there along with curiosity thereon in respect of every day throughout the interval commencing on the date such quantity was so made out there by the Administrative Agent till the date the Administrative Agent recovers such quantity at a price every year equal to (i) within the case of cost by a Lender, the Federal Funds Efficient Charge for the primary 5 days and the rate of interest relevant to the related Mortgage for every day thereafter or (ii) within the case of cost by a Borrower, the rate of interest relevant to the related Mortgage.

Part 2.15.Facility Letters of Credit score.

2.15.1Obligation to Subject.  Topic to the phrases and circumstances of this Settlement and in reliance upon the representations and warranties of the Debtors herein set forth, the Issuers hereby comply with problem for the account of a Borrower by means of such of the Issuer’s Lending Installations or Associates because the Issuer could decide, a number of Facility Letters of Credit score in accordance with this Part 2.15, sometimes throughout the interval, commencing on the Efficient Date and ending 5 Enterprise Days previous to the Facility Termination Date.  All Current Facility Letters of Credit score shall be deemed issued hereunder on the Efficient Date.  However something herein on the contrary, the Issuer shall haven’t any obligation

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hereunder to problem, and shall not problem, any Facility Letter of Credit score (a) the proceeds of which might be made out there to any Particular person (i) to fund any exercise or enterprise of or with any Sanctioned Particular person, or in any nation or territory that, on the time of such funding, is the topic of any Sanctions or (ii) in any method that might end in a violation of any Sanctions by any celebration to this Settlement, (b) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its phrases purport to enjoin or restrain the Issuer from issuing such Facility Letter of Credit score, or any Requirement of Legislation regarding the Issuer or any request or directive (whether or not or not having the power of legislation) from any Governmental Authority with jurisdiction over the Issuer shall prohibit, or request that the Issuer chorus from, the issuance of Facility Letters of Credit score usually or such Facility Letter of Credit score particularly or shall impose upon the Issuer with respect to such Facility Letter of Credit score any restriction, reserve or capital requirement (for which the Issuer is just not in any other case compensated hereunder) not in impact on the Efficient Date, or shall impose upon the Issuer any unreimbursed loss, price or expense which was not relevant on the Efficient Date and which the Issuer in good religion deems materials to it, or (c) if the issuance of such Facility Letter of Credit score would violate a number of insurance policies of the Issuer relevant to Facility Letters of Credit score usually; supplied that, however something herein on the contrary, (x) the Dodd-Frank Wall Road Reform and Client Safety Act and all requests, guidelines, tips, necessities or directives thereunder or issued in connection therewith or within the implementation thereof, and (y) all requests, guidelines, tips, necessities or directives promulgated by the Financial institution for Worldwide Settlements, the Basel Committee on Banking Supervision (or any successor or related authority) or the USA or international regulatory authorities, in every case pursuant to Basel III, shall in every case be deemed to not be in impact on the Efficient Date for functions of clause (b) above, whatever the date enacted, adopted, issued or carried out.

2.15.2Situations for Issuance.  Along with being topic to the satisfaction of the circumstances contained in Sections 4.1 and 4.2, the duty of an Issuer to problem any Facility Letter of Credit score is topic to the satisfaction in stuffed with the next circumstances:

(a)the mixture most quantity then out there for drawing underneath Facility Letters of Credit score issued by the Issuers, after giving impact to the Facility Letter of Credit score requested hereunder, shall not exceed any restrict imposed by legislation or regulation upon the Issuer;

(b)the requested Facility Letter of Credit score has an expiration date not later than one 12 months after the date of issuance (or, within the case of any renewal or extension thereof, one 12 months after such renewal or extension);

(c)after giving impact to the Facility Letter of Credit score requested hereunder, the mixture most quantity then out there for drawing underneath Facility Letters of Credit score issued by the Issuers, shall not exceed the quantity permitted by Part 2.1(b), and no prepayment can be required underneath this Settlement and no provision of this Settlement can be breached;

(d)the relevant Borrower shall have delivered to the relevant Issuer at such occasions and in such method as such Issuer could fairly prescribe such paperwork and supplies as could also be required pursuant to the phrases of the proposed Facility Letter of Credit score and the proposed Facility Letter of Credit score shall be fairly passable to such Issuer as to kind and content material; and

(e)as of the date of issuance, no order, judgment or decree of any Courtroom, arbitrator or governmental authority shall purport by its phrases to enjoin or restrain such Issuer from issuing the Facility Letter of Credit score and no legislation, rule or regulation relevant to such Issuer and no request or directive (whether or not or not having the power of legislation) from any governmental authority with jurisdiction over such Issuer shall prohibit or request that such Issuer chorus from the issuance of Letters of Credit score usually or the issuance of that Facility Letter of Credit score.

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However the foregoing or something on the contrary contained herein, no Issuer shall be obligated to problem or modify any Facility Letter of Credit score if, instantly after giving impact thereto, the excellent Facility LC Publicity in respect of all Letters of Credit score issued by such Particular person and its Associates would exceed such Issuer’s Issuer Sublimit.  With out limiting the foregoing and with out affecting the constraints contained herein, it’s understood and agreed {that a} Borrower could sometimes request that an Issuer problem Letters of Credit score in extra of its particular person Issuer Sublimit in impact on the time of such request, and every Issuer agrees to contemplate any such request in good religion.  Any Facility Letter of Credit score so issued by an Issuer in extra of its particular person Issuer Sublimit then in impact shall nonetheless represent a Facility Letter of Credit score for all functions of the Mortgage Settlement, and shall not have an effect on the Issuer Sublimit of every other Issuer, topic to the constraints on the mixture Facility LC Publicity set forth in Part 2.1(b).

2.15.3Process for Issuance of Facility Letters of Credit score. (a) The relevant Borrower shall give one of many Issuers and the Administrative Agent three Enterprise Days’ prior written discover of any requested issuance of a Facility Letter of Credit score underneath this Settlement (besides that, in lieu of such written discover, a Borrower could give an Issuer (i) discover of such request by facsimile or different digital means acceptable to such Issuer or (ii) telephonic discover of such request if confirmed in writing by supply to such Issuer (A) instantly of a facsimile or different digital means acceptable to such Issuer of the written discover required hereunder which has been signed by an Approved Officer of such Borrower and (B) promptly (however in no occasion later than the requested time of issuance) of a replica of the written discover required hereunder containing the unique signature of an Approved Officer of such Borrower); such discover shall be irrevocable and shall specify the said quantity and Agreed Foreign money of the Facility Letter of Credit score requested, (which requested foreign money shall be restricted to the foreign money by which such Borrower could receive Loans underneath this Settlement), the efficient date (which day shall be a Enterprise Day) of issuance of such requested Facility Letter of Credit score, the date on which such requested Facility Letter of Credit score is to run out (which date shall be a Enterprise Day and shall in no occasion be later than the fifth day previous to Facility Termination Date, except such Facility Letter of Credit score is money collateralized pursuant to Part 2.15.7), the aim for which such Facility Letter of Credit score is to be issued, and the Particular person for whose profit the requested Facility Letter of Credit score is to be issued.  The Administrative Agent shall give discover to every relevant Lender of the issuance of every Facility Letter of Credit score fairly promptly after such Facility Letter of Credit score is issued.  On the time such request is made, the requesting Borrower shall additionally present the relevant Issuer with a replica of the type of the Facility Letter of Credit score it’s requesting be issued.  Such discover, to be efficient, should be obtained by such Issuer not later than 2:00 p.m. (native time) or the time agreed upon by such Issuer and such Borrower on the final Enterprise Day on which discover may be given underneath this Part 2.15.3.

(b)Topic to the phrases and circumstances of this Part 2.15.3 and supplied that the relevant circumstances set forth in Sections 4.1 and 4.2 hereof have been glad, the Issuer shall, on the requested date, problem a Facility Letter of Credit score on behalf of the relevant Borrower in accordance with such Issuer’s common and customary enterprise practices.

(c)The Issuers shall not lengthen or amend any Facility Letter of Credit score except the necessities of this Part 2.15 are met as if a brand new Facility Letter of Credit score was being requested and issued.

2.15.4Reimbursement Obligations.  (a) Every Borrower agrees to pay to the Issuer the quantity of all Reimbursement Obligations, curiosity and different quantities payable to the Issuer underneath or in reference to any Facility Letter of Credit score issued on behalf of such Borrower instantly when due, no matter any declare, set-off, protection or different proper which the Borrower, the Firm or any Subsidiary

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could have at any time in opposition to the Issuer or every other Particular person, underneath all circumstances, together with with out limitation, any of the next circumstances:

(i)any lack of validity or enforceability of this Settlement or any of the opposite Mortgage Paperwork;

(ii)the existence of any declare, setoff, protection or different proper which any Borrower or any Subsidiary could have at any time in opposition to a beneficiary named in a Facility Letter of Credit score or any transferee of any Facility Letter of Credit score (or any Particular person for whom any such transferee could also be appearing), any Issuer, any Lender, or every other Particular person, whether or not in reference to this Settlement, any Facility Letter of Credit score, the transactions contemplated herein or any unrelated transactions (together with any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit score);

(iii)any draft, certificates or every other doc introduced underneath the Facility Letter of Credit score proving to be cast, fraudulent, invalid or inadequate the least bit or any assertion therein being unfaithful or inaccurate the least bit;

(iv)the give up or impairment of any safety for the efficiency or observance of any of the phrases of any of the Mortgage Paperwork; or

(v)the incidence of any Default or Unmatured Default.

(b)The Issuer shall promptly notify the relevant Borrower of any draw underneath a Facility Letter of Credit score.  Such Borrower shall reimburse the relevant Issuer for drawings underneath a Facility Letter of Credit score issued by it on behalf of such Borrower promptly after the cost by the Issuer.  Any Reimbursement Obligation with respect to any Facility Letter of Credit score shall bear curiosity from the date of the related drawings underneath the pertinent Facility Letter of Credit score at (a) within the case of such Obligations denominated in U.S. {Dollars}, the rate of interest for Floating Charge Loans or (b) within the case of such Obligations denominated in an Agreed Overseas Foreign money, on the correlative floating price of curiosity usually relevant to related extensions of credit score to company debtors denominated in such foreign money within the nation of problem of such foreign money, as decided by the Administrative Agent.  Along with its different rights, the Issuers shall even have all rights for indemnification and reimbursement as every Lender is entitled underneath this Settlement.

2.15.5Participation.  (a) Instantly upon issuance by an Issuer of any Facility Letter of Credit score in accordance with the procedures set forth in Part 2.15.3, every Lender shall be deemed to have irrevocably and unconditionally bought and obtained from such Issuer, with out recourse or guarantee, an undivided curiosity and participation equal to its Professional Rata Share of such Facility Letter of Credit score (together with, with out limitation, all obligations of the relevant Borrower with respect thereto) and any safety therefor or warranty pertaining thereto; supplied, {that a} Facility Letter of Credit score issued by an Issuer shall not be deemed to be a Facility Letter of Credit score for functions of this Part 2.15.5 if such Issuer shall have obtained written discover from any Lender on or earlier than one Enterprise Day previous to the date of its issuance of such Facility Letter of Credit score that a number of of the circumstances contained in Sections 4.1 or 4.2 will not be then glad, and, within the occasion an Issuer receives such a discover, it shall haven’t any additional obligation to problem any Facility Letter of Credit score till such discover is withdrawn by that Lender or such situation has been successfully waived in accordance with the provisions of this Settlement.

(b)Within the occasion that an Issuer makes any cost underneath any Facility Letter of Credit score and the relevant Borrower shall not have repaid such quantity to the Issuer pursuant to

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Part 2.15.4, the Issuer shall promptly notify the Administrative Agent and every Lender taking part in such Facility Letter of Credit score of such failure, and every Lender taking part in such Facility Letter of Credit score shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuer the quantity of such Lender’s Professional Rata Share of the unreimbursed quantity of any such cost in such foreign money.  If any Lender taking part in such Facility Letter of Credit score fails to make out there to such Issuer any quantities resulting from such Issuer pursuant to this Part 2.15.5(b), such Issuer shall be entitled to recuperate such quantity, along with curiosity thereon (a) within the case of quantities denominated in U.S. {Dollars}, on the Federal Funds Efficient Charge, for the primary three Enterprise Days after such Lender receives such discover and thereafter, on the Floating Charge, or (b) within the case of quantities denominated in an Agreed Overseas Foreign money, at an area price of funds price for obligations in such foreign money as decided by the Administrative Agent for the primary three Enterprise Days after such Lender receives such discover, and thereafter on the floating price of curiosity correlative to the Floating Charge usually relevant to related extensions of credit score to company debtors denominated in such foreign money within the nation of problem of such foreign money, as decided by the Administrative Agent, in both case payable (i) on demand, (ii) by setoff in opposition to any funds made to such Issuer for the account of such Lender or (iii) by cost to such Issuer by the Administrative Agent of quantities in any other case payable to such Lender underneath this Settlement.  The failure of any Lender to make out there to the Administrative Agent its Professional Rata Share of the unreimbursed quantity of any such cost shall not relieve every other Lender of its obligation hereunder to make out there to the Administrative Agent its Professional Rata Share of the unreimbursed quantity of any cost on the date such cost is to be made, however no Lender shall be accountable for the failure of every other Lender to make out there to the Administrative Agent its Professional Rata Share of the unreimbursed quantity of any cost on the date such cost is to be made.

(c)Every time the Issuer receives a cost on account of a Reimbursement Obligation, together with any curiosity thereon, it shall promptly pay to every Lender which has funded its taking part curiosity therein, in like funds as obtained an quantity equal to such Lender’s Professional Rata Share thereof.

(d)The obligations of a Lender to make funds to the Administrative Agent with respect to a Facility Letter of Credit score shall be absolute, unconditional and irrevocable, not topic to any counterclaim, set-off, qualification or exception in any way and shall be made in accordance with the phrases and circumstances of this Settlement underneath all circumstances.

(e)Within the occasion any cost by a Borrower obtained by the Administrative Agent with respect to a Facility Letter of Credit score and distributed by the Administrative Agent to the Lenders on account of their participations is thereafter put aside, averted or recovered from the Administrative Agent in reference to any receivership, liquidation, reorganization or chapter continuing, every Lender which obtained such distribution shall, upon demand by the Administrative Agent, contribute such Lender’s Professional Rata Share of the quantity put aside, averted or recovered along with curiosity on the price required to be paid by the Administrative Agent upon the quantity required to be repaid by it.

2.15.6Compensation for Facility Letters of Credit score.  

(a)The Issuer of a Facility Letter of Credit score shall have the precise to obtain from the Borrower which requested issuance of such Facility Letter of Credit score, solely for the account of such Issuer, a fronting payment in an quantity agreed upon with the relevant Issuer in addition to the Issuer’s cheap and customary prices of issuing and servicing the Facility Letters of Credit score.  

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(b)As well as, such Borrower shall pay to the Administrative Agent for the account of every Lender taking part in such Facility Letter of Credit score a non-refundable payment at a every year price equal to the Relevant Margin utilized to the face quantity of the Facility Letter of Credit score, payable quarterly in arrears to all Lenders taking part in such Facility Letter of Credit score (together with the Issuers) ratably from the date such Facility Letter of Credit score is issued till its said expiry date.

2.15.7Letter of Credit score Collateral Account.  Every Borrower hereby agrees that it’s going to, till the ultimate expiration date of any Facility Letter of Credit score and thereafter so long as any quantity is payable to the Lenders in respect of any Facility Letter of Credit score, preserve a particular collateral account (the “Letter of Credit score Collateral Account”) on the Administrative Agent’s workplace on the deal with specified pursuant to Article XIV, within the title of such Borrower however underneath the only dominion and management of the Administrative Agent, for the advantage of the Lenders and by which such Borrower shall haven’t any curiosity apart from as set forth in Part 8.1. The Administrative Agent will make investments any funds on deposit sometimes within the Letter of Credit score Collateral Account in certificates of deposit of the Administrative Agent having a maturity not exceeding 30 days.  Nothing on this Part 2.15.7 shall both obligate the Administrative Agent to require any Borrower to deposit any funds within the Letter of Credit score Collateral Account or restrict the precise of the Administrative Agent to launch any funds held within the Letter of Credit score Collateral Account apart from as follows: (a) as required by Part 8.1, and the Borrower’s obligations to deposit funds within the Letter of Credit score Collateral Account are restricted to the circumstances required by Part 8.1 after the incidence of a Default and throughout the continuance thereof and with respect to any Facility Letter of Credit score with an expiration after the Facility Termination Date, and (b) if any Facility Letter of Credit score has an expiration date after the Facility Termination Date, the Firm shall deposit funds within the Letter of Credit score Collateral Account in an quantity equal to or larger than 105% of the mixture most quantity remaining out there to be drawn underneath all such Facility Letters of Credit score on or earlier than the date 30 days previous to the Facility Termination Date.

2.15.8Nature of Obligations. (a) As among the many Debtors, the Issuers and the Lenders, every Borrower assumes all dangers of the acts and omissions of, or misuse of the Facility Letters of Credit score by, the respective beneficiaries of the Facility Letters of Credit score requested by it.  In furtherance and never in limitation of the foregoing, the Issuers and the Lenders shall not be accountable for (i) the shape, validity, sufficiency, accuracy, genuineness or authorized impact of any doc submitted by any celebration in reference to the appliance for and issuance of any Facility Letter of Credit score, even when it ought to in reality show to be in all or any respects invalid, inadequate, inaccurate, fraudulent or cast; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to switch or assign a Facility Letter of Credit score or the rights or advantages thereunder or proceeds thereof, in entire or partially, which can show to be invalid or ineffective for any cause; (iii) failure of the beneficiary of a Facility Letter of Credit score to conform totally with circumstances required to be able to draw upon such Facility Letter of Credit score; (iv) errors, omissions, interruptions or delays in transmission or supply of any messages, by mail, cable, telegraph, telex or in any other case; (v) errors in interpretation of technical phrases; (vi) misapplication by the beneficiary of a Facility Letter of Credit score of the proceeds of any drawing underneath such Facility Letter of Credit score; or (vii) any penalties arising from causes past the management of the Issuers or the Lenders.  Along with quantities payable as elsewhere supplied on this Part 2.15, such Borrower hereby agrees to guard, indemnify, pay and save the Administrative Agent, every Issuer and every Lender innocent from and in opposition to any and all claims, calls for, liabilities, damages, losses, prices, fees and bills (together with cheap attorneys’ charges) arising from the claims of third events in opposition to the Administrative Agent or such Issuer in respect of any Facility Letter of Credit score requested by such Borrower.

(b)In furtherance and extension and never in limitation of the particular provisions hereinabove set forth, any motion taken or omitted by the Issuers or any Lender underneath or in reference to the Facility Letters of Credit score or any associated certificates, if taken or omitted in good

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religion, shall not put such Issuer or such Lender underneath any ensuing legal responsibility to any Borrower or relieve any Borrower of any of its obligations hereunder to the Issuers, the Administrative Agent or any Lender.

(c)However something on the contrary contained on this Part 2.15.8, a Borrower shall not have any obligation to indemnify the Administrative Agent, any Issuer or any Lender underneath this Part 2.15 in respect of any legal responsibility incurred by every arising primarily out of the willful misconduct of such Issuer, as decided by a court docket of competent jurisdiction, or out of the wrongful dishonor by such Issuer of a correct demand for cost made underneath the Facility Letters of Credit score issued by such Issuer as decided by a court docket of competent jurisdiction, except such dishonor was made on the request of such Borrower in writing, or out of the wrongful honor by such Issuer of a requirement for cost made underneath the Facility Letters of Credit score issued by such Issuer which demand for cost doesn’t adjust to the circumstances required to be able to draw upon such Facility Letter of Credit score as decided by a court docket of competent jurisdiction, except such dishonor was made on the request of such Borrower in writing.

2.15.9Substitute and Resignation of the Issuer.  (a) Any Issuer could also be changed at any time by written settlement among the many Firm, the Administrative Agent, the changed Issuer and the successor Issuer.  The Administrative Agent shall notify the Lenders of any such substitute of the Issuer.  On the time any such substitute shall turn out to be efficient, the Debtors shall pay all unpaid charges accrued for the account of the changed Issuer.  From and after the efficient date of any such substitute, (i) the successor Issuer shall have all of the rights and obligations of the Issuer underneath this Settlement with respect to Facility Letters of Credit score to be issued thereafter and (ii) references herein to the time period “Issuer” shall be deemed to seek advice from such successor or to any earlier Issuer, or to such successor and all earlier Issuers, because the context shall require.  After the substitute of an Issuer hereunder, the changed Issuer shall stay a celebration hereto and shall proceed to have all of the rights and obligations of an Issuer underneath this Settlement with respect to Facility Letters of Credit score then excellent and issued by it previous to such substitute, however shall not be required to problem extra Facility Letters of Credit score.

(b)Topic to the appointment and acceptance of a successor Issuer, the Issuer could resign as an Issuer at any time upon thirty days’ prior written discover to the Administrative Agent, the Firm and the Lenders, by which case, such Issuer shall get replaced in accordance with Part 2.15.19(a) above.

2.15.10Issuer Reviews to the Administrative Agent.  Except in any other case agreed by the Administrative Agent, every Issuer shall, along with its notification obligations set forth elsewhere on this Part, report in writing to the Administrative Agent (a) periodic exercise (for such interval or recurrent intervals as shall be requested by the Administrative Agent) in respect of Facility Letters of Credit score issued by such Issuer, together with all issuances, extensions, amendments and renewals, all expirations and cancelations and all disbursements and reimbursements, (b) fairly previous to the time that such Issuer points, amends, renews or extends any Facility Letter of Credit score, the date of such issuance, modification, renewal or extension, and the said quantity of the Facility Letters of Credit score issued, amended, renewed or prolonged by it and excellent after giving impact to such issuance, modification, renewal or extension (and whether or not the quantities thereof shall have modified), (c) on every Enterprise Day on which such Issuer makes any Facility LC Disbursement, the date and quantity of such Facility LC Disbursement, (d) on any Enterprise Day on which a Borrower fails to reimburse a Facility LC Disbursement required to be reimbursed to such Issuer on such day, the date of such failure and the quantity of such Facility LC Disbursement, and (e) on every other Enterprise Day, such different data because the Administrative Agent shall fairly request as to the Facility Letters of Credit score issued by such Issuer.

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2.15.11LC Publicity Dedication.  For all functions of this Settlement, the quantity of a Facility Letter of Credit score that, by its phrases or the phrases of any doc associated thereto, offers for a number of automated will increase within the said quantity thereof shall be deemed to be the utmost said quantity of such Facility Letter of Credit score after giving impact to all such will increase, whether or not or not such most said quantity is in impact on the time of willpower.  

Part 2.16.Swing Loans.

(a)Making of Swing Loans.  The Administrative Agent could elect in its sole discretion to make revolving loans (the “Swing Loans”) to any Borrower solely for the Administrative Agent’s personal account, sometimes previous to the Facility Termination Date as much as an combination principal quantity at anybody time excellent to not exceed the quantity permitted by Part 2.1(b).  The Administrative Agent could in its sole discretion, with none obligation to take action, make Swing Loans, supplied that the Administrative Agent has obtained a request in writing (or through phone if permitted by the Administrative Agent) from an Approved Officer of such Borrower for funding of a Swing Mortgage no later than such time required by the Administrative Agent, on the Enterprise Day on which such Swing Mortgage is requested to be made within the case of Swing Loans denominated in U.S. {Dollars}, Euros or British Kilos Sterling or, if required by the Administrative Agent, one Enterprise Day previous to the date such Swing Mortgage is requested to be made within the case of Swing Loans denominated in every other Agreed Foreign money.  The Administrative Agent shall not make any Swing Mortgage within the interval commencing one Enterprise Day after the Administrative Agent shall have obtained written discover from any Lender that a number of of the circumstances contained in Sections 4.1 or 4.2 will not be then glad and ending upon the satisfaction or waiver of such situation(s).  Every excellent Swing Mortgage shall be payable on the Enterprise Day following demand therefor, with curiosity on the price agreed to between the Administrative Agent and such Borrower accrued thereon, shall be secured as a part of the Obligations by the Collateral and shall in any other case be topic to all of the phrases and circumstances relevant to Loans, besides that every one curiosity thereon shall be payable to the Administrative Agent solely for its personal account.  

(b)Swing Mortgage Borrowing Requests.  Every Borrower agrees to ship promptly to the Administrative Agent a written affirmation of every telephonic discover for Swing Loans signed by an Approved Officer.  If the written affirmation differs in any materials respect from the motion taken by the Administrative Agent, the information of the Administrative Agent shall govern, absent manifest error.

(c)Reimbursement of Swing Loans.  At any time after making a Swing Mortgage, the Administrative Agent could request such Borrower to, and upon request by the Administrative Agent such Borrower shall, promptly request an Advance from all Lenders to such Borrower and apply the proceeds of such Advance to the reimbursement of any Swing Mortgage owing by such Borrower not later than the Enterprise Day following the Administrative Agent’s request.  However the foregoing, upon the sooner to happen of (a) three Enterprise Days after demand is made by the Administrative Agent, and (b) the Facility Termination Date, every Lender (apart from the Administrative Agent) shall irrevocably and unconditionally buy from the Administrative Agent, with out recourse or guarantee, an undivided curiosity and participation in such Swing Mortgage in an quantity equal to such Lender’s Professional Rata Share of such Swing Mortgage and promptly pay such quantity to the Administrative Agent in Similar Day Funds.  Such cost shall be made by the opposite Lenders whether or not or not a Default is then persevering with or every other situation precedent set forth in Part 4.2 is then met and whether or not or not such Borrower has then requested an Advance in such quantity.  If any Lender fails to make out there to the Administrative Agent, any quantities because of the Administrative Agent from such Lender pursuant to this Part, the Administrative Agent shall be entitled to recuperate such quantity, along with curiosity thereon on the Federal Funds

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Efficient Charge or such different native price of funds price decided by the Administrative Agent with respect to any Swing Mortgage denominated in any Agreed Overseas Foreign money for the primary three Enterprise Days after such Lender receives discover of such required buy and thereafter, on the price relevant to such Mortgage, payable (i) on demand, (ii) by setoff in opposition to any funds made to the Administrative Agent for the account of such Lender or (iii) by cost to the Administrative Agent by the Administrative Agent of quantities in any other case payable to such Lender underneath this Settlement.  The failure of any Lender to make out there to the Administrative Agent its Professional Rata Share of any unpaid Swing Mortgage shall not relieve every other Lender of its obligation hereunder to make out there to the Administrative Agent its Professional Rata Share of any unpaid Swing Mortgage on the date such cost is to be made, however no Lender shall be accountable for the failure of every other Lender to make out there to the Administrative Agent its Professional Rata Share of any unpaid Swing Mortgage.  

Part 2.17.Defaulting Lenders.  However any provision of this Settlement on the contrary, if any Lender turns into a Defaulting Lender, then the next provisions shall apply for as long as such Lender is a Defaulting Lender:

(a)charges shall stop to accrue on the Dedication of such Defaulting Lender pursuant to Part 2.5.1, topic to clause (c)(iv) beneath;

(b)the Dedication and Credit score Publicity of such Defaulting Lender shall not be included in figuring out whether or not all Lenders or the Required Lenders have taken or could take any motion hereunder (together with any consent to any modification or waiver pursuant to Part 8.2), supplied that any waiver, modification or modification requiring the consent of all Lenders or every Lender affected thereby which impacts such Defaulting Lender shall require the consent of such Defaulting Lender;

(c)if any Swing Mortgage Publicity or Facility LC Publicity exists on the time a Lender turns into a Defaulting Lender then:

(i)all or any a part of such Swing Mortgage Publicity and Facility LC Publicity shall be reallocated among the many non-Defaulting Lenders in accordance with their respective Professional Rata Shares however solely to the extent the sum of all non-Defaulting Lenders’ Revolving Credit score Exposures plus such Defaulting Lender’s Swing Mortgage Publicity and Facility LC Publicity doesn’t exceed the entire of all non-Defaulting Lenders’ Commitments; and

(ii)if the reallocation described in clause (i) above can’t, or can solely partially, be effected, the relevant Borrower shall inside one Enterprise Day following discover by the Administrative Agent (x) first, prepay such Swing Mortgage Publicity and (y) second, money collateralize such Defaulting Lender’s Facility LC Publicity (after giving impact to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth herein for as long as such Facility LC Publicity is excellent;

(iii)if the Firm money collateralizes any portion of such Defaulting Lender’s Facility LC Publicity pursuant to Part 2.17(c), the Firm shall not be required to pay any charges to such Defaulting Lender pursuant to Part 2.15.6(b) with respect to such Defaulting Lender’s Facility LC Publicity throughout the interval such Defaulting Lender’s Facility LC Publicity is money collateralized;

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(iv)if the Facility LC Publicity of the non-Defaulting Lenders is reallocated pursuant to Part 2.17(c), then the charges payable to the Lenders pursuant to Part 2.5(a) and Part 2.15.6(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Professional Rata Shares; or

(v)if any Defaulting Lender’s Facility LC Publicity is neither money collateralized nor reallocated pursuant to Part 2.17(c), then, with out prejudice to any rights or treatments of the Issuers or any Lender hereunder, all dedication charges that in any other case would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Dedication that was utilized by such Facility LC Publicity) and Facility Letter of Credit score charges payable underneath Part 2.15.6(b) with respect to such Defaulting Lender’s Facility LC Publicity shall be payable to the Issuers till such Facility LC Publicity is money collateralized and/or reallocated;

(vi)as long as any Lender is a Defaulting Lender, the Issuers shall not be required to problem, amend or enhance any Facility Letter of Credit score (and it’s acknowledged that the Administrative Agent is just not be required to fund any Swing Mortgage at any time) and, except it’s glad that the associated publicity will probably be 100% lined by the Commitments of the non-Defaulting Lenders and/or money collateral will probably be supplied by the Debtors in accordance with Part 2.17(c), and taking part pursuits in any such newly issued or elevated Facility Letter of Credit score or newly made Swing Mortgage shall be allotted amongst non-Defaulting Lenders in a way in keeping with Part 2.17(c)(i) (and Defaulting Lenders shall not take part therein); and

(d)however something herein on the contrary, any quantity payable to such Defaulting Lender hereunder (whether or not on account of principal, curiosity, charges or in any other case) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, topic to any relevant necessities of legislation, be utilized at such time or occasions as could also be decided by the Administrative Agent (a) first, to the cost of any quantities owing by such Defaulting Lender to the Administrative Agent (apart from to the Administrative Agent because the lender of Swing Loans) hereunder, (b) second, professional rata, to the cost of any quantities owing by such Defaulting Lender to the Issuers or the Administrative Agent (in its capability because the lender of Swing Loans) hereunder, (c) third, to the funding of any Mortgage or the funding or money collateralization of any taking part curiosity in any Swing Mortgage or Facility Letter of Credit score in respect of which such Defaulting Lender has did not fund its portion thereof as required by this Settlement, as decided by the Administrative Agent, (d) fourth, in that case decided by the Administrative Agent and such Borrower, held in such account as money collateral for future funding obligations of the Defaulting Lender underneath this Settlement, (e) fifth, professional rata, to the cost of any quantities owing to such Borrower or the Lenders on account of any judgment of a court docket of competent jurisdiction obtained by such Borrower or any Lender in opposition to such Defaulting Lender on account of such Defaulting Lender’s breach of its obligations underneath this Settlement and (f) sixth, to such Defaulting Lender or as in any other case directed by a court docket of competent jurisdiction; supplied that if such cost is (i) a prepayment of the principal quantity of any Loans or reimbursement obligations in respect of LC Disbursements which a Defaulting Lender has funded its participation obligations and (ii) made at a time when the circumstances set forth in Part 4.2 are glad, such cost shall be utilized solely to prepay the Loans of, and reimbursement obligations owed to, all non-Defaulting Lenders professional rata previous to being utilized to the prepayment of any Loans, or reimbursement obligations owed to, any Defaulting Lender.

If (a) a Chapter Occasion or a Bail-In Motion with respect to a Dad or mum of any Lender shall happen following the date hereof and for as long as such occasion shall proceed or (b) the Administrative Agent or

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any Issuer has a superb religion perception that any Lender has defaulted in fulfilling its obligations underneath a number of different agreements by which such Lender commits to increase credit score, no Issuer shall be required to problem, amend or enhance any Facility Letter of Credit score, except the Issuer shall have entered into preparations with the relevant Debtors or such Lender, passable to the Administrative Agent or such Issuer, because the case could also be, to defease any danger to it in respect of such Lender hereunder. It’s acknowledged that the Administrative Agent is just not required to fund any Swing Mortgage at any time.

Within the occasion that the Administrative Agent, the Firm and the Issuers every agrees {that a} Defaulting Lender has adequately remedied all issues that precipitated such Lender to be a Defaulting Lender, then the Swing Mortgage Publicity and Facility LC Publicity of the Lenders shall be readjusted to mirror the inclusion of such Lender’s Dedication and on such date such Lender shall buy at par such of the Loans of the opposite Lenders (apart from Swing Loans) because the Administrative Agent shall decide could also be needed to ensure that such Lender to carry such Loans in accordance with its Professional Rata Share.

Part 2.18.Collateral Safety; Guaranties; Additional Assurances.

(a)As safety for the cost of the Secured Obligations, the Firm shall execute and ship, or trigger to be executed and delivered, to the Administrative Agent Mortgage Paperwork granting the next:  liens and safety pursuits, pursuant to Pledge Agreements, on 65% of the current and future voting Capital Inventory (and 100% of such non-voting Capital Inventory) of sure current and future Overseas Subsidiaries and Guaranties of sure current and future Home Subsidiaries such that, always, the Home Subsidiaries which aren’t Guarantors and the Overseas Subsidiaries which can be owned immediately by the Firm or any Home Subsidiary that wouldn’t have 65% of their Capital Inventory (and 100% of such non-voting Capital Inventory) pledged pursuant to Pledge Agreements don’t, if thought of within the combination as a single Subsidiary, represent a Vital Subsidiary.  For functions of this Part 2.18, the property of any Subsidiary shall be calculated primarily based on the consolidated property of such Subsidiary and its Subsidiaries.  In reference to the supply of any such Guaranties and Pledge Agreements, the Firm shall present such different documentation to the Administrative Agent, together with, with out limitation, a number of opinions of counsel passable to the Administrative Agent, company paperwork and resolutions, which within the cheap opinion of the Administrative Agent is critical or advisable in connection therewith.

(b)Every of the Debtors agrees that it’s going to execute and ship, and trigger every Guarantor to execute and ship, promptly upon the request of the Administrative Agent, such extra Collateral Paperwork and different agreements, paperwork and devices, every in kind and substance passable to the Administrative Agent, enough to grant to the Administrative Agent, for the advantage of the related Lenders and the Administrative Agent, the liens and safety pursuits contemplated by this Settlement and the Collateral Paperwork.

Part 2.19.Improve in Commitments.

(a)The Firm could, sometimes after the Efficient Date, by discover to the Administrative Agent, request that the mixture quantity of the Commitments be elevated (every a “Dedication Improve”), to be efficient as of a date (the “Improve Date”) as laid out in such discover to the Administrative Agent; supplied that the quantity of every such enhance within the Dedication Improve shall not be lower than $10,000,000 (or such different decrease minimal quantity agreed to between the Administrative Agent and the Firm), and at no time shall the entire combination quantity of Dedication Will increase hereunder, when added to the mixture quantity of Incremental Time period Loans established pursuant to Part 2.20 beneath, exceed $200,000,000.

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(b)The Administrative Agent shall promptly notify the Lenders of a request by the Firm for a Dedication Improve, which discover shall embrace (i) the proposed quantity of such requested Dedication Improve, (ii) the proposed Improve Date and (iii) the date by which Lenders wishing to take part within the Dedication Improve should decide to a rise within the quantity of their respective Commitments (the “Dedication Date”).  Every Lender that’s keen to take part in such requested Dedication Improve (every an “Growing Lender”) shall give written discover to the Administrative Agent on or previous to the Dedication Date of the quantity by which it’s keen to extend its Dedication.  If the Lenders notify the Administrative Agent that they’re keen to extend the quantity of their respective Commitments by an combination quantity that exceeds the quantity of the requested Dedication Improve, the requested Dedication Improve shall be allotted among the many Lenders keen to take part therein in such quantities as are agreed between the Firm and the Administrative Agent.  The failure of any Lender to reply shall be deemed to be a refusal of such Lender to extend its Dedication.

(c)Promptly following every Dedication Date, the Administrative Agent shall notify the Firm as to the quantity, if any, by which the Lenders are keen to take part within the requested Dedication Improve.  If the mixture quantity by which the Lenders are keen to take part in any requested Dedication Improve on any such Dedication Date is lower than the requested Dedication Improve, then the Firm could lengthen provides to a number of Eligible Assignees to take part in any portion of the requested Dedication Improve that has not been dedicated to by the Lenders as of the relevant Dedication Date.

(d)The effectiveness of any request for a Dedication Improve hereunder shall be topic to the satisfaction on the date of such Dedication Improve (the “Incremental Facility Closing Date”) of every of the next circumstances:

(i)no Default or Unmatured Default shall have occurred and be persevering with hereunder as of the efficient date of such Dedication Improve;

(ii)the representations and warranties of the Mortgage Events set forth within the Mortgage Paperwork shall be true and proper in all materials respects (besides that any illustration or guarantee which is already certified as to materiality or by reference to Materials Hostile Impact shall be true and proper in all respects) on and as of such date, besides to the extent such representations and warranties relate to an earlier date, by which case such representations and warranties shall have been true and proper in all materials respects as of such earlier date;

(iii)On every Improve Date, every Eligible Assignee that accepts a proposal to take part in a requested Dedication Improve in accordance with Part 2.19(c) (an “Assuming Lender”) shall turn out to be a Lender celebration to this Settlement as of such Improve Date and the Dedication of every Growing Lender for such requested Dedication Improve shall be so elevated by such quantity (or by the quantity allotted to such Lender pursuant to the penultimate sentence of Part 2.19(b)) as of such Improve Date:

(iv)the Debtors and any relevant Lender or lender not theretofore a Lender, shall execute and ship to the Administrative Agent, a Lender Addition and Acknowledgement Settlement, in kind and substance fairly passable to the Administrative Agent and acknowledged by the Administrative Agent and every Borrower;

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(v)the Administrative Agent shall have obtained such supplemental opinions, resolutions, certificates and different paperwork because the Administrative Agent could fairly request; and

(vi)an Assuming Lender is probably not a Borrower or any Affiliate or Subsidiary of a Borrower.

(e)On every Incremental Facility Closing Date, upon achievement of the circumstances set forth on this Part 2.19, within the occasion any Loans are then excellent, (i) every related Growing Lender and Assuming Lender shall make out there to the Administrative Agent such quantities in instantly out there funds because the Administrative Agent shall decide, for the advantage of the opposite Lenders, as being required to be able to trigger, after giving impact to the relevant Dedication Improve and the appliance of such quantities to make funds to such different Lenders (together with any assignments and changes with respect to the Swing Mortgage Publicity and Letter of Credit score outstandings of the Lenders and Assuming Lenders), the Loans to be held ratably by all Lenders as of such date in accordance with their respective Dedication percentages (after giving impact to the Dedication Improve ), (ii) the Debtors shall be deemed to have pay as you go and reborrowed all excellent Loans made to it as of the date of such Dedication Improve (with every such borrowing to encompass Loans, with associated Curiosity Durations if relevant, laid out in a discover delivered by the Firm in accordance with the necessities of Part 2.3) and (iii) the Debtors shall pay to the Lenders the quantities, if any, payable underneath Part 3.3 on account of such prepayment.

(f)This provisions of Sections 2.19 shall supersede any provisions in Part 8.2 or with respect to professional rata funds or distributions on the contrary.

Part 2.20.Incremental Time period Loans.

(a)The Firm could, sometimes after the Efficient Date, by discover to the Administrative Agent (whereupon the Administrative Agent shall promptly ship a replica to every of the Lenders), request a number of tranches of time period loans hereunder (collectively, the “Incremental Time period Loans”); supplied that (i) the quantity of every such Incremental Time period Loans shall not be lower than $10,000,000 (or such different decrease minimal quantity agreed to between the Administrative Agent and the Firm), and the mixture quantity of such Incremental Time period Loans, taken along with all Incremental Time period Loans beforehand incurred pursuant to this Part 2.20 and the mixture quantity of Dedication Will increase made pursuant to Part 2.19, shall not exceed $200,000,000, (ii) the ultimate said maturity date of such tranche of Incremental Time period Loans shall not be sooner than the Maturity Date in impact on the time of the incurrence of such Incremental Time period Loans, (iii) such tranche of Incremental Time period Loans shall rank pari passu in proper of cost with the Revolving Loans and every other Incremental Time period Loans, (iv) such Incremental Time period Loans shall not be, and shall not be permitted to be, assured by any Subsidiary of the Firm that isn’t a Guarantor underneath this Settlement and (v) the phrases, circumstances and documentation governing such Incremental Time period Loans (together with, with out limitation, all representations, covenants, defaults, guaranties and treatments, however excluding financial phrases), taken as an entire, shall be considerably the identical as, or much less favorable to the Lenders or Extra Time period Mortgage Lenders (as outlined beneath) offering such Incremental Time period Loans, than these phrases and circumstances relevant to the Lenders with respect to the Revolving Loans (aside from covenants or different provisions relevant solely to intervals after the newest Facility Termination Date of the Revolving Loans ).

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(b)Every discover from the Firm pursuant to clause (a) of this Part 2.20 shall set forth the requested quantity and, in cheap element, the proposed phrases of the related Incremental Time period Loans.  Incremental Time period Loans could also be made by any current Lender (an “Current Time period Mortgage Lender”) or by any Eligible Assignee (any such Eligible Assignee offering such Incremental Time period Loans at such time being known as an “Extra Time period Mortgage Lender” and, along with the Current Time period Mortgage Lenders offering such Incremental Time period Loans at such time, the “Time period Mortgage Lenders”).  Incremental Time period Loans shall be made pursuant to an modification, restatement or modification and restatement (an “Incremental Time period Mortgage Modification”) of this Settlement and, as acceptable, the opposite Mortgage Paperwork, executed by the Debtors, every Time period Mortgage Lender and the Administrative Agent, in every case with out the consent of every other Particular person.  The Incremental Time period Mortgage Modification could impact such amendments to this Settlement and the opposite Mortgage Paperwork as could also be needed or acceptable, within the cheap opinion of the Administrative Agent and the Firm, to impact the provisions of this Part 2.20.  The Debtors hereby comply with enter into such Incremental Time period Mortgage Amendments, and the Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Time period Mortgage Amendments.  The effectiveness of any Incremental Time period Mortgage Modification shall be topic to (x) the satisfaction of the circumstances because the events thereto shall agree, supplied that no such Incremental Time period Mortgage Modification shall modify or waive any situation to the incurrence of Incremental Time period Loans besides in accordance with Part 8.2 hereof and (y) the receipt by the Administrative Agent of paperwork in keeping with these delivered on the Efficient Date pursuant to Part 4.1(b) as to the company energy and authority of the Debtors to borrow hereunder after giving impact to such Incremental Time period Mortgage Modification.  Nothing contained on this Part 2.20 shall represent, or in any other case be deemed to be, a dedication on the a part of any Lender to supply Incremental Time period Loans, at any time.

Part 2.21.Extension of Maturity Date.

(a)The Firm could, by supply of a Maturity Date Extension Request to the Administrative Agent (which shall promptly ship a replica thereof to every of the Lenders) not lower than 45 days previous to the then-existing Maturity Date for Loans and/or Commitments hereunder (the “Current Maturity Date”), request that the Lenders lengthen the Current Maturity Date in accordance with this Part 2.21.  Every Maturity Date Extension Request shall (i) specify the date to which the Maturity Date is sought to be prolonged, (ii) specify the modifications, if any, to the Relevant Margin to be utilized in figuring out the curiosity payable on Loans of, and costs payable hereunder to, Consenting Lenders (as outlined beneath) in respect of that portion of their Commitments (and associated Loans) prolonged to such new Maturity Date and the time as of which such modifications will turn out to be efficient (which can be previous to the Current Maturity Date), and (iii) specify every other amendments or modifications to this Settlement to be effected in reference to such Maturity Date Extension Request; supplied that no such modifications or modifications requiring approvals pursuant to Part 8.2 shall turn out to be efficient previous to the then current Maturity Date.  Within the occasion a Maturity Date Extension Request shall have been delivered by the Firm, every Lender shall have the precise (however not the duty) to comply with the extension of the Current Maturity Date and different issues contemplated thereby on the phrases and topic to the circumstances set forth therein (every Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and every Lender not agreeing thereto being referred to herein as a “Declining Lender”), which proper could also be exercised by written discover thereof, specifying the utmost quantity of the Dedication of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Firm (with a replica to the Administrative Agent) not later than a day to be agreed upon by the Firm and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Firm (it being understood that any Lender that shall have did not train such proper as set

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forth above shall be deemed to be a Declining Lender).  If a Lender elects to increase solely a portion of its then current Dedication, it is going to be deemed for functions hereof to be a Consenting Lender in respect of such prolonged portion and a Declining Lender in respect of the remaining portion of its Dedication.  If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments held by them, then, topic to paragraph (d) of this Part 2.21, on the date specified within the Maturity Date Extension Request because the efficient date thereof (the “Extension Efficient Date”), (i) the Current Maturity Date of the relevant Commitments shall, as to the Consenting Lenders, be prolonged to such date as shall be specified therein, (ii) the phrases and circumstances of the Commitments of the Consenting Lenders (together with curiosity and costs (together with Facility Letter of Credit score charges) payable in respect thereof), shall be modified as set forth within the Maturity Date Extension Request and (iii) such different modifications and amendments hereto specified within the Maturity Date Extension Request shall (topic to any required approvals (together with these of the Required Lenders having been obtained, if relevant), besides that any such different modifications and amendments that don’t take impact till the Current Maturity Date shall not require the consent of any Lender apart from the Consenting Lenders ) turn out to be efficient.

(b)However the foregoing, the Borrower shall have the precise, in accordance with the provisions of Sections 3.5 and 13.1 (together with the required consent of the Administrative Agent and the Issuers to any new Lender pursuant to the phrases of such sections), at any time previous to the Current Maturity Date, to switch a Declining Lender (for the avoidance of doubt, solely in respect of that portion of such Lender’s Commitments topic to a Maturity Date Extension Request that it has not agreed to increase) with a Lender or any Eligible Assignee that may comply with such Maturity Date Extension Request, and any such substitute Lender shall for all functions represent a Consenting Lender in respect of the Dedication assigned to and assumed by it on and after the efficient time of such substitute.

(c)If a Maturity Date Extension Request has turn out to be efficient hereunder:

(i)not later than the second (2nd) Enterprise Day previous to the Current Maturity Date, the Debtors shall make prepayments of Loans and shall present money collateral in respect of Facility Letters of Credit score within the method set forth in Part 2.15.7, such that, after giving impact to such prepayments and such provision of money collateral, the mixture excellent Credit score Publicity as of such date is not going to exceed the mixture Commitments of the Consenting Lenders prolonged pursuant to this Part 2.21 (and no Borrower shall be permitted thereafter to request any Mortgage or any issuance, modification, renewal or extension of a Facility Letter of Credit score if, after giving impact thereto, the mixture Credit score Publicity excellent would exceed the mixture quantity of the Commitments so prolonged); and

(ii)on the Current Maturity Date, the Dedication of every Declining Lender shall, to the extent not assumed, assigned or transferred as supplied in paragraph (b) of this Part 2.21, terminate, and the Debtors shall repay all of the Revolving Loans of every Declining Lender, to the extent such Revolving Loans shall not have been so bought, assigned and transferred, in every case along with accrued and unpaid curiosity and all charges and different quantities owing to such Declining Lender hereunder (accordingly, the Dedication of any Consenting Lender shall, to the extent the quantity of such Dedication exceeds the quantity set forth within the discover delivered by such Lender pursuant to paragraph (a) of this Part 2.21 and to the extent not assumed, assigned or transferred as supplied in paragraph (b) of this Part 2.21, be completely diminished by the quantity of such extra, and, to the extent not assumed, assigned or transferred as supplied in paragraph (b) of this Part 2.21, the Debtors shall prepay the proportionate a part of the

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excellent Revolving Loans and participations in Facility Letters of Credit score of such Consenting Lender, in every case along with accrued and unpaid curiosity thereon to however excluding the Current Maturity Date and all charges and different quantities payable in respect thereof on or previous to the Current Maturity Date), it being understood that such repayments could also be funded with the proceeds of latest Revolving Loans made concurrently with such repayments by the Consenting Lenders, which such Revolving Loans shall be made ratably by the Consenting Lenders in accordance with their prolonged Commitments.

(iii)The incidence of every Extension Efficient Date shall be deemed to represent a illustration and guarantee by the Debtors on such Extension Efficient Date that the circumstances set forth in Part 4.2 have been glad on such Extension Efficient Date.

(iv)However any provision of this Settlement on the contrary, it’s hereby agreed that no extension of an Current Maturity Date in accordance with the specific phrases of this Part 2.21, or any modification or modification of the phrases and circumstances of the Commitments and Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate Part 2.10 or every other provision of this Settlement requiring the ratable discount of Commitments or the ratable sharing of funds or (ii) require the consent of all Lenders or all affected Lenders underneath Part 8.2.

(v)With out the consent of every other Particular person, the Debtors, the Administrative Agent and the Consenting Lenders (and, to the extent required pursuant to the proviso of Part 2.5(c), the relevant Issuers) could enter into an modification to this Settlement to impact such modifications as could also be essential to mirror the phrases of any Maturity Date Extension Request that has turn out to be efficient in accordance with the provisions of this Part 2.21.

Part 2.22.Modification and Restatement.This Settlement amends and restates the Current Mortgage Settlement as of the date hereof.  All loans and letters of credit score excellent underneath the Current Mortgage Settlement shall stay excellent and represent Loans and Facility Letters of Credit score underneath this Settlement and all charges and different obligations accrued underneath the Current Mortgage Settlement as of the date of this Settlement will probably be paid underneath this Settlement in line with the phrases of this Settlement. All loans that had been Eurocurrency Loans or Eurodollar Loans of a specific class excellent underneath the Current Mortgage Settlement shall initially be Eurocurrency Loans or Eurodollar Loans of such class underneath this Settlement with an preliminary Curiosity Interval equal to the then remaining Curiosity Interval for such class of Eurocurrency Loans or Eurodollar Loans underneath the Current Mortgage Settlement (with the identical Eurocurrency Charge or Eurodollar Charge).  All loans that had been Floating Charge Loans instantly previous to the effectiveness of this Settlement on the Efficient Date shall initially be Floating Charge Loans underneath this Settlement. The Loans and Facility Letters of Credit score and different obligations pursuant hereto are issued in trade and substitute for the loans, letters of credit score different obligations underneath the Current Mortgage Settlement, shall not be a novation or satisfaction thereof and shall be entitled to and secured by the identical collateral with the identical precedence. The Lenders will make such funds amongst themselves as directed by the Administrative Agent in order that, after giving impact thereto, every Lender will maintain its Professional Rata Share of the excellent Combination Credit score Publicity on the Efficient Date and with Curiosity Durations that every one start on the Efficient Date and the Firm shall be accountable for any breakage prices underneath Part 3.4.  All events hereto acknowledge that this Settlement, as it could be amended, restated or in any other case modified sometimes, constitutes the “Current Mortgage Settlement” as outlined within the Intercreditor Settlement.  The Firm acknowledges and agrees that the Pledge Agreements are hereby ratified and confirmed and shall stay in full power and impact, it has no

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protection, offset, counterclaim or different declare or dispute with respect thereto and such Pledge Agreements are “Inventory Pledge Paperwork” as outlined within the Intercreditor Settlement.

Article III
CHANGE IN CIRCUMSTANCES, TAXES

Part 3.1.Alternate Charge of Curiosity.  

(a)Topic to clauses (b), (c), (d), (e), (f) and (g) of this Part 3.1, if previous to the graduation of any Curiosity Interval for a Eurocurrency Advance or a Eurodollar Advance:

(i)the Administrative Agent determines (which willpower shall be conclusive absent manifest error) that ample and cheap means don’t exist for ascertaining the Eurocurrency Charge, any Eurocurrency Base Charge, the Eurodollar Charge, or the Eurodollar Base Charge, as relevant (together with as a result of the Related Display Charge is just not out there or printed on a present foundation), for the relevant Agreed Foreign money and such Curiosity Interval, supplied that no Benchmark Transition Occasion shall have occurred at such time; or

(ii)the Administrative Agent is suggested by the Required Lenders that the Eurocurrency Charge, any Eurocurrency Base Charge, the Eurodollar Charge, or the Eurodollar Base Charge, as relevant, for the relevant Agreed Foreign money and such Curiosity Interval is not going to adequately and pretty mirror the associated fee to such Lenders of constructing or sustaining their Loans included in such Advance for the relevant Agreed Foreign money and such Curiosity Interval;

then the Administrative Agent shall give discover thereof to the Firm and the Lenders by phone, telecopy or piece of email as promptly as practicable thereafter and, till the Administrative Agent notifies the Firm and the Lenders that the circumstances giving rise to such discover now not exist, (A) any curiosity election request that requests the conversion of any Revolving Loans to, or continuation of any Revolving Mortgage as, a Eurocurrency Mortgage or a Eurodollar Mortgage shall be ineffective, (B) if any borrowing request requests a Eurodollar Advance or a Eurocurrency Advance denominated in Canadian {Dollars}, such Advance shall be made as a Floating Charge Advance, and (C) if any borrowing request requests a Eurocurrency Advance in an Agreed Overseas Foreign money (apart from Canadian {Dollars}), then such request shall be ineffective; supplied that if the circumstances giving rise to such discover have an effect on just one Sort of Advances, then the opposite Sorts of Advances shall be permitted.  Moreover, if any Eurocurrency Mortgage in any Agreed Overseas Foreign money or Eurodollar Mortgage is excellent on the date of the Firm’s receipt of the discover from the Administrative Agent referred to on this Part 3.1(a) with respect to a Related Charge relevant to such Eurocurrency Mortgage or Eurodollar Mortgage, then till the Administrative Agent notifies the Firm and the Lenders that the circumstances giving rise to such discover now not exist, (i) with respect to such Eurodollar Mortgage or Eurocurrency Mortgage denominated in Canadian {Dollars}, on the final day of the Curiosity Interval relevant to such Mortgage (or the following succeeding Enterprise Day if such day is just not a Enterprise Day), such Mortgage shall be transformed by the Administrative Agent to, and shall represent, a Floating Charge Mortgage denominated in U.S. {Dollars} or Canadian {Dollars}, as relevant, on such day and (ii) with respect to such Eurocurrency Mortgage in an Agreed Overseas Foreign money (apart from Canadian {Dollars}), such Mortgage shall, on the final day of the Curiosity Interval relevant to such Mortgage (or the following succeeding Enterprise Day if such day is just not a Enterprise Day), on the Firm’s election previous to such day: (A) be pay as you go by the Debtors on such day or (B) solely for the aim of calculating the rate of interest relevant to such Eurocurrency Mortgage, such Eurocurrency Mortgage denominated in any Agreed Overseas Foreign money (apart from Canadian {Dollars}) shall be deemed to be a Eurodollar Mortgage denominated in U.S. {Dollars} and shall accrue curiosity on the identical rate of interest relevant to Eurodollar Loans denominated in U.S. {Dollars} at such time.

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(b)However something on the contrary herein or in every other Mortgage Doc (and any Monetary Contract shall be deemed to not be a “Mortgage Doc” for functions of this Part 3.1), if a Benchmark Transition Occasion or an Early Decide-in Election, as relevant, and its associated Benchmark Substitute Date have occurred previous to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Substitute is set in accordance with clause (1) or (2) of the definition of “Benchmark Substitute” for such Benchmark Substitute Date, such Benchmark Substitute will substitute such Benchmark for all functions hereunder and underneath any Mortgage Doc in respect of such Benchmark setting and subsequent Benchmark settings with none modification to, or additional motion or consent of every other celebration to, this Settlement or every other Mortgage Doc and (y) if a Benchmark Substitute is set in accordance with clause (3) of the definition of “Benchmark Substitute” for such Benchmark Substitute Date, within the case of a Benchmark Transition Occasion, such Benchmark Substitute will substitute such Benchmark for all functions hereunder and underneath any Mortgage Doc in respect of any Benchmark setting at or after 5:00 p.m. (New York Metropolis time) on the fifth (fifth) Enterprise Day after the date discover of such Benchmark Substitute is supplied to the Lenders with none modification to, or additional motion or consent of every other celebration to, this Settlement or every other Mortgage Doc as long as the Administrative Agent has not obtained, by such time, written discover of objection to such Benchmark Substitute from Lenders comprising the Required Lenders.

(c)However something on the contrary herein or in every other Mortgage Doc and topic to the proviso beneath on this paragraph, (x) with respect to a Mortgage denominated in U.S. {Dollars}, if a Time period SOFR Transition Occasion and its associated Benchmark Substitute Date, (y) with respect to a Mortgage denominated in Euros, if a Time period ESTR Transition Occasion and its associated Benchmark Substitute Date, or (z) with respect to a Mortgage denominated in Japanese Yen, if a Time period TONA Transition Occasion and its associated Benchmark Substitute Date, as relevant, have occurred previous to the Reference Time in respect of any setting of the then-current Benchmark, then the relevant Benchmark Substitute will substitute the then-current Benchmark for all functions hereunder or underneath any Mortgage Doc in respect of such Benchmark setting and subsequent Benchmark settings, with none modification to, or additional motion or consent of every other celebration to, this Settlement or every other Mortgage Doc; supplied that, this clause (c) shall not be efficient except the Administrative Agent has delivered to the Lenders and the Firm a Time period SOFR Discover, a Time period ESTR Discover or a Time period TONA Discover, as relevant. For the avoidance of doubt, the Administrative Agent shall not be required to ship any (x) Time period SOFR Discover after the incidence of a Time period SOFR Transition Occasion, (y) Time period ESTR Discover after the incidence of a Time period ESTR Transition Occasion or (z) Time period TONA Discover after the incidence of a Time period TONA Transition Occasion, and should achieve this in its sole discretion.

(d)In reference to the implementation of a Benchmark Substitute, the Administrative Agent can have the precise to make Benchmark Substitute Conforming Adjustments sometimes and, however something on the contrary herein or in every other Mortgage Doc, any amendments implementing such Benchmark Substitute Conforming Adjustments will turn out to be efficient with none additional motion or consent of every other celebration to this Settlement or every other Mortgage Doc.

(e)The Administrative Agent will promptly notify the Firm and the Lenders of (i) any incidence of a Benchmark Transition Occasion or an Early Decide-in Election, as relevant, (ii) the implementation of any Benchmark Substitute, (iii) the effectiveness of any Benchmark Substitute Conforming Adjustments, (iv) the removing or reinstatement of any tenor of a Benchmark pursuant to clause (f) beneath and (v) the graduation or conclusion of any Benchmark Unavailability Interval. Any willpower, choice or election that could be made by the Administrative Agent or, if relevant, any Lender (or group of Lenders) pursuant to this Part 3.1, together with any willpower with respect to a tenor, price or adjustment or of the incidence or non-occurrence of an occasion, circumstance or date and any choice to take or chorus from taking any motion or any choice, will probably be conclusive and binding absent manifest error and could also be made in its or their sole discretion and with out consent from every other celebration to

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this Settlement or every other Mortgage Doc, besides, in every case, as expressly required pursuant to this Part 3.1.

(f)However something on the contrary herein or in every other Mortgage Doc, at any time (together with in reference to the implementation of a Benchmark Substitute), (i) if the then-current Benchmark is a time period price (together with Time period SOFR, Time period ESTR, Time period TONA, Eurodollar Base Charge, or any Eurocurrency Base Charge) and both (A) any tenor for such Benchmark is just not displayed on a display or different data service that publishes such price sometimes as chosen by the Administrative Agent in its cheap discretion or (B) the regulatory supervisor for the administrator of such Benchmark has supplied a public assertion or publication of data asserting that any tenor for such Benchmark is or will probably be now not consultant, then the Administrative Agent could modify the definition of “Curiosity Interval” for any Benchmark settings at or after such time to take away such unavailable or non-representative tenor and (ii) if a tenor that was eliminated pursuant to clause (i) above both (A) is subsequently displayed on a display or data service for a Benchmark (together with a Benchmark Substitute) or (B) is just not, or is now not, topic to an announcement that it’s or will now not be consultant for a Benchmark (together with a Benchmark Substitute), then the Administrative Agent could modify the definition of “Curiosity Interval” for all Benchmark settings at or after such time to reinstate such beforehand eliminated tenor.

(g)Upon the Firm’s receipt of discover of the graduation of a Benchmark Unavailability Interval, the Debtors could revoke any request for a Eurocurrency Advance or Eurodollar Advance of, conversion to or continuation of Eurocurrency Loans or Eurodollar Loans to be made, transformed or continued throughout any Benchmark Unavailability Interval and, failing that, both (x) the Debtors will probably be deemed to have transformed any request for a Eurodollar Advance or Eurocurrency Advance denominated in Canadian {Dollars} right into a request for an Advance of or conversion to Floating Charge Loans or (y) any Eurocurrency Advance denominated in an Agreed Overseas Foreign money (apart from Canadian {Dollars}) shall be ineffective. Throughout any Benchmark Unavailability Interval or at any time {that a} tenor for the then-current Benchmark is just not an Accessible Tenor, the element of Alternate Base Charge primarily based upon the then-current Benchmark or such tenor for such Benchmark, as relevant, is not going to be utilized in any willpower of Alternate Base Charge.  Moreover, if any Eurocurrency Mortgage in any Agreed Overseas Foreign money or Eurodollar Mortgage is excellent on the date of the Firm’s receipt of discover of the graduation of a Benchmark Unavailability Interval with respect to a Related Charge relevant to such Eurocurrency Mortgage or Eurodollar Mortgage, then (i) with respect to any such Eurodollar Mortgage or Eurocurrency Mortgage denominated in Canadian {Dollars}, on the final day of the Curiosity Interval relevant to such Mortgage (or the following succeeding Enterprise Day if such day is just not a Enterprise Day), such Mortgage shall be transformed by the Administrative Agent to, and shall represent, a Floating Charge Mortgage denominated in U.S. {Dollars} or Canadian {Dollars}, as relevant, on such day or (ii) with respect to any such Eurocurrency Mortgage denominated in any Agreed Overseas Foreign money (apart from Canadian {Dollars}), then such Mortgage shall, on the final day of the Curiosity Interval relevant to such Mortgage (or the following succeeding Enterprise Day if such day is just not a Enterprise Day), on the Firm’s election previous to such day: (A) be pay as you go by the Debtors on such day or (B) solely for the aim of calculating the rate of interest relevant to such Eurocurrency Mortgage, such Eurocurrency Mortgage denominated in any Agreed Overseas Foreign money (apart from Canadian {Dollars}) shall be deemed to be a Eurodollar Mortgage denominated in U.S. {Dollars} and shall accrue curiosity on the identical rate of interest relevant to Eurodollar Loans denominated in U.S. {Dollars} at such time.

Part 3.2.Elevated Prices.  (a) If any Change in Legislation shall:

(i)impose, modify or deem relevant any reserve, particular deposit, liquidity or related requirement (together with any obligatory mortgage requirement, insurance coverage cost or different evaluation) in opposition to property of, deposits with or for the account of, or credit score prolonged by, any Lender (besides any such reserve requirement mirrored within the Eurodollar Base Charge or the Eurocurrency Base Charge) or the Issuer;

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(ii)impose on any Lender or the Issuer or the London interbank market every other situation, price or expense (apart from Taxes) affecting this Settlement or Eurodollar Loans or Mounted Charge Loans made by such Lender or any Facility Letter of Credit score or participation therein; or

(iii)topic any Recipient to any Taxes (apart from (A) Indemnified Taxes, (B) Taxes described in clauses (b) by means of (d) of the definition of Excluded Taxes and (C) Connection Revenue Taxes) on its loans, mortgage principal, letters of credit score, commitments, or different obligations, or its deposits, reserves, different liabilities or capital attributable thereto;

and the results of any of the foregoing shall be to extend the associated fee to such Lender or such different Recipient of constructing or sustaining any Mounted Charge Mortgage or of sustaining its obligation to make any such Mortgage or to extend the associated fee to such Lender (together with, with out limitation, pursuant to any conversion of any Advance denominated in an Agreed Foreign money into an Advance denominated in every other Agreed Foreign money), the Issuer or such different Recipient of taking part in, issuing or sustaining any Facility Letter of Credit score or to cut back the quantity of any sum obtained or receivable by such Lender, the Issuer or such different Recipient hereunder, whether or not of principal, curiosity or in any other case (together with, with out limitation, pursuant to any conversion of any Advance denominated in an Agreed Foreign money into an Advance denominated in every other Agreed Foreign money), then the Firm can pay to such Lender, the Issuer or such different Recipient, because the case could also be, such extra quantity or quantities as will compensate such Lender, the Issuer or such different Recipient, because the case could also be, for such extra prices incurred or discount suffered.

(b)If any Lender or the Issuer determines that any Change in Legislation relating to capital or liquidity necessities has or would have the impact of lowering the speed of return on such Lender’s or the Issuer’s capital or on the capital of such Lender’s or the Issuer’s holding firm, if any, as a consequence of this Settlement or the Loans made by, or participations in Letters of Credit score held by, such Lender, or the Letters of Credit score issued by the Issuer, to a stage beneath that which such Lender or the Issuer or such Lender’s or the Issuer’s holding firm may have achieved however for such Change in Legislation (making an allowance for such Lender’s or the Issuer’s insurance policies and the insurance policies of such Lender’s or the Issuer’s holding firm with respect to capital adequacy and liquidity), then sometimes the Firm can pay to such Lender or the Issuer, because the case could also be, such extra quantity or quantities as will compensate such Lender or the Issuer or such Lender’s or the Issuer’s holding firm for any such discount suffered.

(c)A certificates of a Lender or the Issuer setting forth the quantity or quantities essential to compensate such Lender or the Issuer or its holding firm, because the case could also be, as laid out in paragraph (a) or (b) of this Part shall be delivered to the Firm and shall be conclusive absent manifest error.  The Firm shall pay such Lender or the Issuer, because the case could also be, the quantity proven as due on any such certificates inside 30 days after receipt thereof.

(d)Failure or delay on the a part of any Lender or the Issuer to demand compensation pursuant to this Part shall not represent a waiver of such Lender’s or the Issuer’s proper to demand such compensation; supplied that the Firm shall not be required to compensate a Lender or the Issuer pursuant to this Part for any elevated prices or reductions incurred greater than 180 days previous to the date that such Lender or the Issuer, because the case could also be, notifies the Firm of the Change in Legislation giving rise to such elevated prices or reductions and of such Lender’s or the Issuer’s intention to assert compensation therefor; supplied additional that, if the Change in Legislation giving rise to such elevated prices or reductions is retroactive, then the 180-day interval referred to above shall be prolonged to incorporate the interval of retroactive impact thereof.

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Part 3.3.Break Funding Funds.  Within the occasion of (a) the cost of any principal of any Mounted Charge Mortgage apart from on the final day of an Curiosity Interval relevant thereto (together with on account of a Default), (b) the conversion of any Mounted Charge Mortgage apart from on the final day of the Curiosity Interval relevant thereto, (c) the failure to borrow, convert, proceed or prepay any Mounted Charge Mortgage on the date laid out in any discover delivered pursuant hereto (no matter whether or not such discover could also be revoked and is revoked), or (d) the task of any Mounted Charge Mortgage apart from on the final day of the Curiosity Interval relevant thereto on account of a request by the Firm pursuant to Part 3.5, then, in any such occasion, the Firm shall compensate every Lender for the loss, price and expense attributable to such occasion.  Within the case of a Eurodollar Mortgage, such loss, price or expense to any Lender shall be deemed to incorporate an quantity decided by such Lender to be the surplus, if any, of (i) the quantity of curiosity which might have accrued on the principal quantity of such Mortgage had such occasion not occurred, on the Eurodollar Base Charge or the Eurocurrency Base Charge that might have been relevant to such Mortgage, for the interval from the date of such occasion to the final day of the then present Curiosity Interval therefor (or, within the case of a failure to borrow, convert or proceed, for the interval that might have been the Curiosity Interval for such Mortgage), over (ii) the quantity of curiosity which might accrue on such principal quantity for such interval on the rate of interest which such Lender would bid had been it to bid, on the graduation of such interval, for U.S. Greenback deposits of a comparable quantity and interval from different banks within the eurodollar market.  A certificates of any Lender setting forth any quantity or quantities that such Lender is entitled to obtain pursuant to this Part shall be delivered to the Firm and shall be conclusive absent manifest error.  The Firm shall pay such Lender the quantity proven as due on any such certificates inside 10 days after receipt thereof.

Part 3.4.(a)  Funds Freed from Taxes.  Any and all funds by or on account of any obligation of any Mortgage Celebration underneath any Mortgage Doc shall be made with out deduction or withholding for any Taxes, besides as required by relevant legislation.  If any relevant legislation (as decided within the good religion discretion of an relevant withholding agent) requires the deduction or withholding of any Tax from any such cost by a withholding agent, then the relevant withholding agent shall be entitled to make such deduction or withholding and shall well timed pay the total quantity deducted or withheld to the related Governmental Authority in accordance with relevant legislation and, if such Tax is an Indemnified Tax, then the sum payable the relevant Mortgage Celebration shall be elevated as needed in order that after such deduction or withholding has been made (together with such deductions and withholdings relevant to extra sums payable underneath this Part) the relevant Recipient receives an quantity equal to the sum it could have obtained had no such deduction or withholding been made.

(b)Fee of Different Taxes by the Debtors.  Every relevant Borrower shall well timed pay any to the related Governmental Authority in accordance with relevant legislation, or on the choice of the Administrative Agent, well timed reimburse it for, Different Taxes.

(c)Proof of Funds.  As quickly as practicable after any cost of Taxes by any Mortgage Celebration to a Governmental Authority pursuant to this Part, such Mortgage Celebration shall ship to the Administrative Agent the unique or an authorized copy of a receipt issued by such Governmental Authority evidencing such cost, a replica of the return reporting such cost or different proof of such cost fairly passable to the Administrative Agent.

(d)Indemnification by the Mortgage Events.  The Mortgage Events shall collectively and severally indemnify every Recipient, inside 10 days after demand therefor, for the total quantity of any Indemnified Taxes (together with Indemnified Taxes imposed or asserted on or attributable to quantities payable underneath this Part) payable or paid by such Recipient or required to be withheld or deducted from a cost to such Recipient and any cheap bills arising therefrom or with respect thereto, whether or not or not such Indemnified Taxes had been accurately or legally imposed or asserted by the related Governmental Authority.  A certificates as to the quantity of such cost or legal responsibility delivered to the Borrower by a Lender (with a replica to the Administrative Agent), or by

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the Administrative Agent by itself behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e)Indemnification by the Lenders.  Every Lender shall severally indemnify the Administrative Agent, inside 10 days after demand therefor, for (a) any Indemnified Taxes attributable to such Lender (however solely to the extent that any Mortgage Celebration has not already indemnified the Administrative Agent for such Indemnified Taxes and with out limiting the duty of the Mortgage Events to take action), (b) any Taxes attributable to such Lender’s failure to adjust to the provisions of Part 13.1 regarding the upkeep of a Participant Register and (c) any Excluded Taxes attributable to such Lender, in every case, which can be payable or paid by the Administrative Agent in reference to any Mortgage Doc, and any cheap bills arising therefrom or with respect thereto, whether or not or not such Taxes had been accurately or legally imposed or asserted by the related Governmental Authority.  A certificates as to the quantity of such cost or legal responsibility delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  Every Lender hereby authorizes the Administrative Agent to set off and apply any and all quantities at any time owing to such Lender underneath any Mortgage Doc or in any other case payable by the Administrative Agent to the Lender from every other supply in opposition to any quantity because of the Administrative Agent underneath this paragraph (e).

(f)Standing of Lenders.  (i) Any Lender that’s entitled to an exemption from or discount of withholding Tax with respect to funds made underneath any Mortgage Doc shall ship to the Borrower and the Administrative Agent, on the time or occasions fairly requested by the Borrower or the Administrative Agent, such correctly accomplished and executed documentation fairly requested by the Borrower or the Administrative Agent as will allow such funds to be made with out withholding or at a diminished price of withholding.  As well as, any Lender, if fairly requested by the Borrower or the Administrative Agent, shall ship such different documentation prescribed by relevant legislation or fairly requested by the Borrower or the Administrative Agent as will allow the Borrower or the Administrative Agent to find out whether or not or not such Lender is topic to backup withholding or data reporting necessities.  However something on the contrary within the previous two sentences, the completion, execution and submission of such documentation (apart from such documentation set forth in Part 3.4(f)(ii)(A), (ii)(B) and (ii)(D) beneath) shall not be required if within the Lender’s cheap judgment such completion, execution or submission would topic such Lender to any materials unreimbursed price or expense or would materially prejudice the authorized or industrial place of such Lender.

(ii)With out limiting the generality of the foregoing, within the occasion that the Borrower is a U.S. Particular person,

(A)any Lender that may be a U.S. Particular person shall ship to the Borrower and the Administrative Agent on or previous to the date on which such Lender turns into a Lender underneath this Settlement (and sometimes thereafter upon the cheap request of the Borrower or the Administrative Agent), an executed IRS Type W-9 or W-8_BEN-E, as relevant, certifying that such Lender is exempt from U.S. Federal backup withholding tax;

(B)any Overseas Lender shall, to the extent it’s legally entitled to take action, ship to the Borrower and the Administrative Agent (in such variety of copies as shall be requested by the recipient) on or previous to the date on which such Overseas Lender turns into a Lender underneath this Settlement

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(and sometimes thereafter upon the cheap request of the Borrower or the Administrative Agent), whichever of the next is relevant:

(1)within the case of a Overseas Lender claiming the advantages of an earnings tax treaty to which the USA is a celebration (x) with respect to funds of curiosity underneath any Mortgage Doc, an executed IRS Type W-8BEN-E or IRS Type W-8BEN establishing an exemption from, or discount of, U.S. Federal withholding Tax pursuant to the “curiosity” article of such tax treaty and (y) with respect to every other relevant funds underneath any Mortgage Doc, IRS Type W-8BEN-E or IRS Type W-8BEN establishing an exemption from, or discount of, U.S. Federal withholding Tax pursuant to the “enterprise income” or “different earnings” article of such tax treaty;

(2)an executed IRS Type W-8ECI;

(3)within the case of a Overseas Lender claiming the advantages of the exemption for portfolio curiosity underneath Part 881(c) of the Code, (x) a certificates considerably within the type of Exhibit E-1 to the impact that such Overseas Lender is just not a “financial institution” inside the that means of Part 881(c)(3)(A) of the Code, a “10 % shareholder” of the Borrower inside the that means of Part 881(c)(3)(B) of the Code, or a “managed international company” described in Part 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificates”) and (y) an executed IRS Type W-8BEN-E or IRS Type W-8BEN; or

(4)to the extent a Overseas Lender is just not the helpful proprietor, an executed IRS Type W-8IMY, accompanied by IRS Type W-8ECI, IRS Type W-8BEN-E or IRS Type W-8BEN, a U.S. Tax Compliance Certificates considerably within the type of Exhibit E-2 or Exhibit E-3, IRS Type W-9, and/or different certification paperwork from every helpful proprietor, as relevant; supplied that if the Overseas Lender is a partnership and a number of direct or oblique companions of such Overseas Lender are claiming the portfolio curiosity exemption, such Overseas Lender could present a U.S. Tax Compliance Certificates considerably within the type of Exhibit E-4 on behalf of every such direct and oblique accomplice;

(C)any Overseas Lender shall, to the extent it’s legally entitled to take action, ship to the Borrower and the Administrative Agent (in such variety of copies as shall be requested by the recipient) on or previous to the date on which such Overseas Lender turns into a Lender underneath this Settlement (and sometimes thereafter upon the cheap request of the Borrower or the Administrative Agent), executed copies of every other kind prescribed by relevant legislation as a foundation for claiming exemption from or a discount in U.S. Federal withholding Tax, duly accomplished, along with such supplementary documentation as could also be prescribed by relevant legislation to allow the Borrower or the Administrative Agent to find out the withholding or deduction required to be made; and

(D)if a cost made to a Lender underneath any Mortgage Doc can be topic to U.S. Federal withholding Tax imposed by FATCA if such Lender had been to fail to adjust to the relevant reporting necessities of FATCA (together with these contained in Part 1471(b) or 1472(b) of the Code, as relevant), such Lender shall ship to the Borrower and the Administrative Agent on the time or occasions prescribed by legislation and at such time or occasions fairly requested by the Borrower or the Administrative Agent such documentation prescribed by relevant legislation (together with as prescribed by Part 1471(b)(3)(C)(i) of the Code) and such extra documentation fairly requested by the Borrower or the Administrative Agent as could also be needed for the Borrower and the Administrative Agent to adjust to their obligations underneath FATCA and to find out that such Lender has complied with such Lender’s obligations underneath FATCA or to find out the quantity to deduct and withhold from such cost.  Solely for functions of this clause (D), “FATCA” shall embrace any amendments made to FATCA after the date of this Settlement.

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Every Lender agrees that if any kind or certification it beforehand delivered expires or turns into out of date or inaccurate the least bit, it shall replace such kind or certification or promptly notify the Firm and the Administrative Agent in writing of its authorized incapacity to take action.

(g)Therapy of Sure Refunds.  If any celebration determines, in its sole discretion exercised in good religion, that it has obtained a refund of any Taxes as to which it has been indemnified pursuant to this Part 3.4 (together with by the cost of extra quantities pursuant to this Part 3.4), it shall pay to the indemnifying celebration an quantity equal to such refund (however solely to the extent of indemnity funds made underneath this Part 3.4 with respect to the Taxes giving rise to such refund), internet of all out-of-pocket bills (together with Taxes) of such indemnified celebration and with out curiosity (apart from any curiosity paid by the related Governmental Authority with respect to such refund). Such indemnifying celebration, upon the request of such indemnified celebration, shall repay to such indemnified celebration the quantity paid over pursuant to this paragraph (g) (plus any penalties, curiosity or different fees imposed by the related Governmental Authority) within the occasion that such indemnified celebration is required to repay such refund to such Governmental Authority. However something on the contrary on this paragraph (g), in no occasion will the indemnified celebration be required to pay any quantity to an indemnifying celebration pursuant to this paragraph (g) the cost of which might place the indemnified celebration in a much less favorable internet after-Tax place than the indemnified celebration would have been in if the Tax topic to indemnification and giving rise to such refund had not been deducted, withheld or in any other case imposed and the indemnification funds or extra quantities with respect to such Tax had by no means been paid.  This paragraph shall not be construed to require any indemnified celebration to make out there its Tax returns (or every other data regarding its Taxes that it deems confidential) to the indemnifying celebration or every other Particular person.

(h)Survival.  Every celebration’s obligations underneath this Part 3.4 shall survive the resignation or substitute of the Administrative Agent or any task of rights by, or the substitute of, a Lender, the termination of the Commitments and the reimbursement, satisfaction or discharge of all obligations underneath any Mortgage Doc.

(i)Outlined Phrases.  For functions of this Part 3.4, the time period “Lender” contains any Issuer and the time period “relevant legislation” contains FATCA.

(j)FATCA.  For functions of figuring out withholding Taxes imposed underneath FATCA, from and after the Efficient Date, the Debtors and the Administrative Agent shall deal with (and the Lenders hereby authorize the Administrative Agent to deal with) this Settlement as not qualifying as a “grandfathered obligation” inside the that means of Treasury Regulation Part 1.1471-2(b)(2)(i).

Part 3.5.Mitigation Obligations; Substitute of Lenders.

(a)If any Lender requests compensation underneath Part 3.2, or if any Borrower is required to pay any extra quantity to any Lender or any Governmental Authority for the account of any Lender pursuant to Part 3.4, then such Lender shall use cheap efforts to designate a unique lending workplace for funding or reserving its Loans hereunder or to assign its rights and obligations hereunder to a different of its workplaces, branches or associates, if, within the judgment of such Lender, such designation or task (i) would get rid of or cut back quantities payable pursuant to Part 3.2 or 3.4, because the case could also be, sooner or later and (ii) wouldn’t topic such Lender to any unreimbursed price or expense and wouldn’t in any other case be disadvantageous to such Lender. The Firm hereby agrees to pay all cheap prices and bills incurred by any

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Lender in reference to any such designation or task together with the $3,500 payment contemplated by Part 13.1(b).

(b)If any Lender (i) shall turn out to be affected by any of the modifications or occasions described in Part 3.2 or 3.4 and a Borrower is required to pay extra quantities or make indemnity funds with respect to the Lender thereunder, (ii) is a Defaulting Lender or (iii) has did not consent to a proposed modification, waiver, discharge or termination which pursuant to the phrases of Part 8.2 or every other provision of any Mortgage Doc requires the consent of all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter known as a “Departing Lender”), then in such case, the Debtors could, upon a minimum of 5 Enterprise Days’ discover to the Administrative Agent and such Departing Lender (or such shorter discover interval specified by the Administrative Agent), designate a substitute lender acceptable to the Administrative Agent (a “Substitute Lender”) to which such Departing Lender shall, topic to its receipt (except a later date for the remittance thereof shall be agreed upon by the Debtors and the Departing Lender) of all quantities owed to such Departing Lender underneath Sections 3.2 or 3.4, assign all (however not lower than all) of its pursuits, rights, obligations, Loans and Commitments hereunder; supplied, that the Departing Lender shall have obtained cost of an quantity equal to the excellent principal of its Loans and participations in LC Disbursements and Swing Loans, accrued curiosity thereon, accrued charges and all different quantities payable to it hereunder, from the Substitute Lender (to the extent of such excellent principal and accrued curiosity and costs) or the Debtors (within the case of all different quantities). Upon any task by any Lender pursuant to this Part 3.5 turning into efficient, the Substitute Lender shall thereupon be deemed to be a “Lender” for all functions of this Settlement (except such Substitute Lender was, itself, a Lender prior thereto) and such Departing Lender shall thereupon stop to be a “Lender” for all functions of this Settlement and shall haven’t any additional rights or obligations hereunder (apart from pursuant to Part 3.2 or 3.4 and Part 10.7) whereas such Departing Lender was a Lender.

(c)However any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments underneath this Part 3.5, the Departing Lender shall stop to be a “Lender” for all functions of this Settlement and the Substitute Lender shall be substituted therefor upon cost to the Departing Lender by the Substitute Lender of all quantities set forth on this Part with none additional motion of the Departing Lender.

Article IV
CONDITIONS PRECEDENT

Part 4.1.Closing Situations. On the date hereof, the Debtors shall furnish, or shall trigger to be furnished, to the Administrative Agent, every of the next:

(a)Copies of the articles of incorporation or related organizational paperwork of every Borrower and every Guarantor, along with all amendments thereto, and a certificates of fine standing or related governmental proof of company existence, all licensed by the Secretary or an Assistant Secretary of every relevant Borrower and every relevant Guarantor.

(b)Copies, licensed by the Secretary or an Assistant Secretary or different duly licensed consultant of every Borrower and every Guarantor, of its by‑legal guidelines or different related governing doc and of its board of administrators’ resolutions (or resolutions of different our bodies, as relevant) authorizing the execution of the Mortgage Paperwork.

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(c)An incumbency certificates, executed by the Secretary or an Assistant Secretary of every Borrower and every Guarantor, which shall establish by title and title and bear the signature of the officers of such Borrower or such Guarantor licensed to signal the relevant Mortgage Paperwork and to make borrowings hereunder, as relevant, upon which certificates the Administrative Agent and the Lenders shall be entitled to rely till knowledgeable of any change in writing by such Borrower or such Guarantor.

(d)A gap compliance certificates, signed by any Designated Monetary Officer of the Firm, in a kind passable to the Administrative Agent.

(e)A written opinion of the Debtors’ and Guarantors’ counsel, addressed to the Lenders, in a kind acceptable to the Administrative Agent.

(f)Executed copies of the Consent and Modification of Collateral Paperwork and any extra Collateral Paperwork, Guaranties and different agreements, certificates, lien searches and different paperwork in connection therewith requested by the Administrative Agent, every duly executed by the Debtors or the Guarantors, as acceptable.

(g)Copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on the a part of any Borrower or any Guarantor in reference to the execution, supply and efficiency of the Mortgage Paperwork or the transactions contemplated hereby or thereby or as a situation to the legality, validity or enforceability of the Mortgage Paperwork, licensed as true and proper in full power and impact as of the Efficient Date by an Approved Officer of the Debtors, or if none is required, a certificates of such officer to that impact.

(h)Fee of all charges owing by the Debtors and the Guarantors as of the Efficient Date.

(i)Moderately passable outcomes of all due diligence required by the Administrative Agent or the Required Lenders, together with a evaluation of all contingent liabilities, a evaluation of contracts and insurance coverage, a evaluation of all litigation, and environmental issues and different due diligence.

(j)Reserved.

(okay)Copies of the unqualified audited consolidated monetary statements of the Firm and its Subsidiaries for the fiscal 12 months ended December 31, 2019 and copies of the internally ready consolidated monetary statements of the Firm and its Subsidiaries for the fiscal quarter ended September 30, 2020, in every case in kind and substance passable to the Administrative Agent.

(l)Since December 31, 2019, proof fairly passable to the Administrative Agent that there was no change within the enterprise, property, monetary situation or outcomes of operations of the Firm and its Subsidiaries taken as an entire which may fairly be anticipated to have a Materials Hostile Impact.

(m)Such different agreements and paperwork, and the satisfaction of such different circumstances as could also be required by the Administrative Agent, together with with out limitation (i) all documentation and different data required by financial institution regulatory authorities underneath relevant “know your buyer” and anti-money laundering guidelines and laws, together with the USA

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PATRIOT Act as could also be requested 5 (5) Enterprise Days in advance of the Efficient Date and (ii) to the extent any Borrower qualifies as a “authorized entity buyer” underneath the Useful Possession Regulation, a minimum of 5 (5) days previous to the Efficient Date, any Lender that has requested, in a written discover to the Firm a minimum of the (10) days previous to the Efficient Date, a Useful Possession Certification in relation to the Debtors shall have obtained such Useful Possession Certification (supplied that, upon the execution and supply by such Lender of its signature web page to this Settlement, the situation set forth on this clause (ii) shall be deemed to be glad).

Part 4.2.Every Advance.  The Lenders shall not be required to make any Loans nor shall any Issuer be required to problem any Facility Letter of Credit score, except on the relevant Borrowing Date, each earlier than and after giving impact on a Professional Forma Foundation to such Mortgage or Facility Letter of Credit score:

(a)There exists no Default or Unmatured Default.

(b)The representations and warranties of the Mortgage Events set forth within the Mortgage Paperwork are true and proper in all materials respects (besides that any illustration or guarantee which is already certified as to materiality or by reference to Materials Hostile Impact shall be true and proper in all respects) on and as of such Borrowing Date, besides to the extent such representations and warranties relate to an earlier date, by which case such representations and warranties shall have been true and proper in all materials respects as of such earlier date.

(c)If such Mortgage is an preliminary Mortgage to a Overseas Subsidiary Borrower, the Administrative Agent shall have obtained a Overseas Subsidiary Opinion in respect of such Overseas Subsidiary Borrower and such different paperwork fairly requested by the Administrative Agent pursuant to Part 8.2.2(i).

(d)Within the case of any Mortgage or Facility Letter of Credit score to be denominated in an Agreed Overseas Foreign money, there shall not have occurred any change in nationwide or worldwide monetary, political or financial circumstances or foreign money trade charges or trade controls which within the cheap opinion of the Administrative Agent, the Required Lenders (within the case of any Loans to be denominated in an Agreed Overseas Foreign money) or Issuer (within the case of any Facility Letter of Credit score to be denominated in an Agreed Overseas Foreign money) would make it impracticable for such Mortgage or Facility Letter of Credit score to be denominated within the related Agreed Overseas Foreign money.

Every Borrowing discover with respect to every borrowing by a Borrower hereunder or every request for an issuance of a Facility Letter of Credit score shall represent a illustration and guarantee by the Firm and such Borrower that the circumstances contained in Sections 4.2(a) and (b) have been glad.

Article V
REPRESENTATIONS AND WARRANTIES

Every of the Firm and the Overseas Subsidiary Debtors (insofar because the representations and warranties set forth beneath relate to such Overseas Subsidiary Borrower) represents and warrants to the Lenders that:

Part 5.1.Company Existence and Standing.  Every of the Firm and its Subsidiaries is an organization, partnership, restricted legal responsibility firm or different group, formation or incorporation, duly organized, shaped or included, validly current and in good standing (the place such idea has that means)

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underneath the legal guidelines of its jurisdiction of group and has all requisite company, partnership, firm or related authority to conduct its enterprise as presently carried out.

Part 5.2.Authorization and Validity.  Every Borrower has the company or different energy and authority and authorized proper to execute and ship the Mortgage Paperwork and to carry out its obligations thereunder.  The execution and supply by every of the Debtors of the Mortgage Paperwork and the efficiency of their obligations thereunder have been duly licensed by correct company or different proceedings, and the Mortgage Paperwork to which they’re a celebration represent authorized, legitimate and binding obligations of the Debtors enforceable in opposition to the Debtors in accordance with their phrases, besides as enforceability could also be restricted by chapter, insolvency or related legal guidelines affecting the enforcement of collectors’ rights usually and by normal rules of fairness.

Part 5.3.No Battle; Authorities Consent.  Neither the execution and supply by the Debtors of the Mortgage Paperwork, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate any legislation, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Firm or any of its Subsidiaries, apart from any violation that might not fairly be anticipated to end in a Materials Hostile Impact, or the Firm’s or any Subsidiary’s articles of incorporation, code of laws, by‑legal guidelines or different organizational paperwork, or, in any materials respect, the provisions of any materials indenture, instrument or settlement to which the Firm or any of its Subsidiaries is a celebration or is topic, or by which it, or its Property, is certain, or consequence within the creation or imposition of any Lien (apart from any Lien permitted by Part 6.14) in, of or on the Property of the Firm or a Subsidiary pursuant to the phrases of any such indenture, instrument or settlement.  Apart from these which have been obtained, no order, consent, approval, license, authorization, or validation of, or submitting, recording or registration with, or exemption by, or different motion in respect of any governmental or public physique or authority, or any subdivision thereof, is required to authorize, or is required in reference to the execution, supply and efficiency of, or the legality, validity, binding impact or enforceability of, any of the Mortgage Paperwork.

Part 5.4.Monetary Statements.  All monetary statements of the Firm and its Subsidiaries heretofore delivered to the Lenders had been ready in accordance with GAAP in impact on the date such statements had been ready and pretty current in all materials respects the consolidated monetary situation and operations of the Firm and its Subsidiaries.

Part 5.5.Materials Hostile Change.  Since December 31, 2019, there was no materials opposed change within the enterprise, Property, monetary situation or outcomes of operations of the Firm and its Subsidiaries, taken as an entire.

Part 5.6.Taxes.  The Firm and its Subsidiaries have filed all United States federal tax returns and all different materials tax returns that are required to be filed by any Governmental Authority and have paid all taxes proven as due pursuant to mentioned returns or pursuant to any evaluation obtained by the Firm or any of its Subsidiaries by any Governmental Authority, besides such taxes, if any, as are being contested in good religion and as to which ample reserves have been supplied in accordance with GAAP and as to which no Lien (apart from as permitted by Part 6.14) exists besides as couldn’t fairly be anticipated to end in a Materials Hostile Impact.  No materials tax liens have been filed and no claims are being asserted with respect to any such taxes, apart from as permitted by Part 6.14.

Part 5.7.Litigation and Contingent Obligations. Besides as set forth on Schedule 5.7 hereto, there isn’t any litigation, arbitration or continuing pending or, to the data of any of the Firm’s govt officers, any governmental investigation or inquiry pending or any litigation, arbitration, governmental investigation, continuing or inquiry threatened (in writing) in opposition to or affecting the Firm or any of its Subsidiaries which may fairly be anticipated to have a Materials Hostile Impact or which

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seeks to forestall, enjoin or delay the making of the Loans or Advances.  To the data of any of the Firm’s govt officers, apart from any legal responsibility incident to such litigation, arbitration or proceedings listed and/or referenced on Schedule 5.7, the Firm and its Subsidiaries haven’t any contingent obligations which may fairly be anticipated to have a Materials Hostile Impact that aren’t supplied for or disclosed within the monetary statements referred to in Part 5.4.  As of the Efficient Date, to one of the best data of the Firm, the knowledge included in any relevant Useful Possession Certification supplied on or previous to the Efficient Date to any Lender in reference to this Settlement is true and proper in all respects.

Part 5.8.Subsidiaries.  Schedule 5.8 hereto accommodates an correct record of all Subsidiaries of the Firm as of the Efficient Date, setting forth their respective jurisdictions of incorporation or group and the proportion of their respective capital inventory owned by the Firm or different Subsidiaries.  The entire issued and excellent shares of Capital Inventory of such Subsidiaries held by the Firm have been duly licensed and issued and are totally paid and non‑assessable.

Part 5.9.ERISA.  Every member of the Managed Group has fulfilled its materials obligations underneath the minimal funding requirements of ERISA and the Code with respect to every Plan.  Every member of the Managed Group is in materials compliance with the relevant provisions of ERISA and the Code with respect to every Plan besides the place such noncompliance wouldn’t have a Materials Hostile Impact.  Every Single Employer Plan and, to the data of any of the Firm’s govt officers, every Plan topic to Part 413(c) of the Code complies in all materials respects with all relevant necessities of legislation and laws, no Reportable Occasion which has or could end in any materials legal responsibility has occurred with respect to any Single Employer Plan or, to the data of any of the Firm’s govt officers, has occurred with respect to any Plan topic to Part 413(c) of the Code, and no steps have been taken to terminate any Single Employer Plan.  No member of the Managed Group has (i) sought a waiver of the minimal funding customary underneath Part 412 of the Code in respect of any Plan, (ii) did not make any contribution or cost to any Single Employer Plan or Multiemployer Plan, or made any modification to any Plan, which has resulted or may fairly be anticipated to consequence within the imposition of a Lien or the posting of a bond or different safety underneath ERISA or the Code or (iii) incurred any materials, precise legal responsibility underneath Title IV of ERISA apart from a legal responsibility to the PBGC for premiums underneath Part 4007 of ERISA.

Part 5.10.Accuracy of Data.  No data, exhibit or report (taken as an entire) furnished by the Firm or any of its Subsidiaries in writing to the Administrative Agent or to any Lender in reference to the negotiation of the Mortgage Paperwork executed as of the Efficient Date (excluding monetary or different projections, estimates, budgets or different ahead wanting statements or normal market information) contained any materials misstatement of reality or omitted to state a fabric reality or any reality essential to make the statements contained therein not materially deceptive in gentle of the circumstances by which made, as of the date thereof. All monetary or different projections, estimates, budgets and different ahead wanting statements (“Projections”) furnished by the Firm or any of its Subsidiaries in writing to the Administrative Agent or to any Lender in reference to the negotiation of the Mortgage Paperwork have been ready in good religion primarily based upon correct and full historic information for the Firm and its Subsidiaries and cheap assumptions on the time of such preparation and supply; it being understood that Projections are as to future occasions and are to not be considered as details, the Projections are topic to important uncertainties and contingencies, lots of that are past the Firm’s management, that no assurance may be on condition that any explicit Projections will probably be realized and that precise outcomes throughout the interval or intervals lined by any such Projections could differ considerably from the projected outcomes and such variations could also be materials.  

Part 5.11.Rules T, U and X.  Neither the Firm nor any of its Subsidiaries extends or maintains, within the strange course of enterprise, credit score for the aim, whether or not speedy, incidental, or final, of shopping for or carrying margin inventory (inside the that means of Rules T, U or X of the Board of

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Governors of the Federal Reserve System), and no a part of the proceeds of any Advance will probably be used for the aim, whether or not speedy, incidental, or final, of shopping for or carrying any such margin inventory or sustaining or extending credit score to others for such function.  After making use of the proceeds of every Advance, such margin inventory is not going to represent greater than 25% of the worth of the property (both of the Firm alone or of the Firm and its Subsidiaries on a consolidated foundation) which can be topic to any provisions of any Mortgage Doc which will trigger the Advances to be deemed secured, immediately or not directly, by such margin inventory.  

Part 5.12.Materials Agreements.  Besides as set forth on the Schedules, neither the Firm nor any Subsidiary is a celebration to any settlement or instrument or topic to any constitution or different company restriction the existence or efficiency of which, or compliance with which, may fairly be anticipated to have a Materials Hostile Impact.  Neither the Firm nor any Subsidiary is in materials default within the efficiency, observance or achievement of any of the obligations, covenants or circumstances contained in any settlement to which it’s a celebration (together with any settlement or instrument evidencing or governing Indebtedness), which default may fairly be anticipated to have a Materials Hostile Impact.

Part 5.13.Compliance With Legal guidelines.  The Firm and its Subsidiaries have complied with all relevant statutes, guidelines, laws, orders and restrictions of any home or international authorities or any instrumentality or company thereof, having jurisdiction over the conduct of their respective companies or the possession of their respective Property if failure to conform may fairly be anticipated to have a Materials Hostile Impact.

Part 5.14.Plan Belongings; Prohibited Transactions.  Not one of the Mortgage Events or any of their Subsidiaries is a Profit Plan deemed to carry “plan property” (inside the that means of the Plan Asset Rules).  The Firm and its Subsidiaries haven’t engaged in any prohibited transaction inside the that means of Part 406 of ERISA or Part 4975 of the Code which may fairly be anticipated to end in any materials legal responsibility; and topic to every Lender’s compliance with Part 11.12(a), neither the execution, supply nor efficiency of the transactions contemplated by this Settlement, together with the making of any Mortgage, the issuance of any Letter of Credit score, or the making of any of the Commitments hereunder, will give rise to a non-exempt prohibited transaction underneath Part 406 of ERISA or Part 4975 of the Code.

Part 5.15.Environmental Issues.  Within the strange course of its enterprise, the officers of the Firm think about the impact of relevant Environmental Legal guidelines on the enterprise of the Firm and its Subsidiaries, in the midst of which they use commercially cheap efforts to establish and consider fairly potential dangers and liabilities accruing to the Firm and its Subsidiaries resulting from precise or potential non-compliance with relevant Environmental Legal guidelines.  Besides as set forth on Schedule 5.15 hereto and besides with respect to routine prices incurred within the strange course of enterprise to be able to adjust to relevant Environmental Legal guidelines, on the idea of this consideration, the Firm has fairly concluded that precise or potential non-compliance with relevant Environmental Legal guidelines can’t fairly be anticipated to have a Materials Hostile Impact.  Besides as set forth on Schedule 5.15 hereto, neither the Firm nor any Subsidiary has obtained any written discover to the impact that its operations will not be in materials compliance with any of the necessities of relevant Environmental Legal guidelines or are the topic of any federal, state or provincial investigation evaluating whether or not any remedial motion is required to reply to a launch of any poisonous or hazardous waste or substance into the surroundings, which non‑compliance or remedial motion may fairly be anticipated to have a Materials Hostile Impact.

Part 5.16.Funding Firm Act.  No Borrower is an “funding firm” or an organization “managed” by an “funding firm”, inside the that means of the Funding Firm Act of 1940, as amended.

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Part 5.17.Overseas Subsidiary Debtors.  (a) Besides as described on Schedule 5.8, every Overseas Subsidiary Borrower is a direct or oblique Wholly-Owned Subsidiary of the Firm (excluding director qualifying shares).

(a)Every Overseas Subsidiary Borrower can have, upon turning into a celebration hereto, all proper and authority to enter into this Settlement and one another Mortgage Doc to which it’s a celebration, and to carry out all of its obligations underneath this and one another Mortgage Doc to which it’s a celebration; all the foregoing actions can have been taken previous to any request for Advances by such Borrower, duly licensed by all needed motion on the a part of such Borrower, and when such Overseas Subsidiary Borrower turns into a celebration hereto, this Settlement and one another Mortgage Doc to which it’s a celebration will represent legitimate and binding obligations of such Borrower enforceable in accordance with their respective phrases besides as such phrases could also be restricted by the appliance of chapter, moratorium, insolvency and related legal guidelines affecting the rights of collectors usually and by normal rules of fairness.

(b)Every Overseas Subsidiary Borrower is topic to civil, industrial and customary legal guidelines with respect to its obligations underneath this Settlement and the opposite Mortgage Paperwork to which it’s a celebration (collectively as to such Overseas Subsidiary Borrower, the “Relevant Overseas Subsidiary Borrower Paperwork”), and the execution, supply and efficiency by such Overseas Subsidiary Borrower of the Relevant Overseas Subsidiary Borrower Paperwork represent and can represent non-public and industrial acts and never public or governmental acts.  Neither such Overseas Subsidiary Borrower nor any of its property has any immunity from jurisdiction of any court docket or from any authorized course of (whether or not by means of service or discover, attachment previous to judgment, attachment in assist of execution, execution or in any other case) underneath the legal guidelines of the jurisdiction by which such Overseas Subsidiary Borrower is organized and current in respect of its obligations underneath the Relevant Overseas Subsidiary Borrower Paperwork.

(c)The Relevant Overseas Subsidiary Borrower Paperwork are in correct authorized kind underneath the legal guidelines of the jurisdiction by which such Overseas Subsidiary Borrower is organized and current for the enforcement thereof in opposition to such Overseas Subsidiary Borrower underneath the Legal guidelines of such jurisdiction (or such different legislation as shall be laid out in such paperwork), and to make sure the legality, validity, enforceability (besides as enforceability could also be restricted by chapter, insolvency or related legal guidelines affecting the enforcement of collectors’ rights usually and by normal rules of fairness), precedence and admissibility in proof of the Relevant Overseas Subsidiary Borrower Paperwork.  It isn’t needed to make sure the legality, validity, enforceability, precedence or admissibility in proof of the Relevant Overseas Subsidiary Borrower Paperwork that the Relevant Overseas Subsidiary Borrower Paperwork be filed, registered or recorded with, or executed or notarized earlier than, any court docket or different authority within the jurisdiction by which such Overseas Subsidiary Borrower is organized and current or that any registration cost or stamp or related tax be paid on or in respect of the Relevant Overseas Subsidiary Borrower Paperwork or every other doc, aside from (i) any such submitting, registration, recording, execution or notarization as has been made or is just not required to be made till the Relevant Overseas Subsidiary Borrower Doc or every other doc is sought to be enforced and (ii) any cost or tax as has been well timed paid.

(d)There is no such thing as a tax, levy, impost, responsibility, payment, evaluation or different governmental cost, or any deduction or withholding, imposed by any Governmental Authority in or of the jurisdiction by which such Overseas Subsidiary Borrower is organized and current both (i) on or by advantage of the execution or supply of the Relevant Overseas Subsidiary Borrower Paperwork or (ii) on any cost to be made by such Overseas Subsidiary Borrower pursuant to the Relevant Overseas Subsidiary Borrower Paperwork.

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(e)he execution, supply and efficiency of the Relevant Overseas Subsidiary Borrower Paperwork executed by such Overseas Subsidiary Borrower are, underneath relevant international trade management laws of the jurisdiction by which such Overseas Subsidiary Borrower is organized and current, not topic to any notification or authorization besides (i) similar to have been made or obtained or (ii) similar to can’t be made or obtained till a later date (supplied  that any notification or authorization described in clause (ii) shall be made or obtained as quickly as within reason practicable).

Part 5.18.Possession of Properties. On the Efficient Date, the Firm and its Subsidiaries can have good title, freed from all Liens (apart from as permitted by Part 6.14), to all Property and property mirrored within the monetary statements as owned by it.

Part 5.19.Solvency.  Instantly after the consummation of the transactions to happen on the Efficient Date and instantly following the making of every Advance, if any, made on the Efficient Date, (a) the truthful worth of the property of the Firm and its Subsidiaries on a consolidated foundation, at a good valuation, will exceed the money owed and liabilities, subordinated, contingent or in any other case, of the Firm and its Subsidiaries on a consolidated foundation; (b) the current truthful saleable worth of the Property of the Firm and its Subsidiaries on a consolidated foundation will probably be larger than the quantity that will probably be required to pay the possible legal responsibility of the Firm and its Subsidiaries on a consolidated foundation on their money owed and different liabilities, subordinated, contingent or in any other case, as such money owed and different liabilities turn out to be absolute and matured; (c) the Firm and its Subsidiaries on a consolidated foundation will be capable of pay their money owed and liabilities, subordinated, contingent or in any other case, as such money owed and liabilities turn out to be absolute and matured; and (d) the Firm and its Subsidiaries on a consolidated foundation is not going to have unreasonable small capital with which to conduct the enterprise by which they’re engaged as such companies at the moment are carried out and are proposed to be carried out after the Efficient Date.

Part 5.20.Collateral Paperwork.  Besides as set forth on Schedule 6.14, the Collateral Paperwork grant a primary precedence lien and safety curiosity on all Collateral topic to the Collateral Paperwork.

Part 5.21.Labor Controversies.  There are not any labor controversies pending or, to one of the best of the Firm’s data, threatened (in writing) in opposition to the Firm or any Subsidiary, which may fairly be anticipated to have a Materials Hostile Impact.

Part 5.22.Reserved.

Part 5.23.Mental Property.  Every of the Firm and its Subsidiaries owns, or is licensed to make use of, all emblems, tradenames, service marks, copyrights, expertise, know-how and processes needed for the conduct of its enterprise as presently carried out (the “Mental Property”) aside from these the failure to personal or license which couldn’t be fairly be anticipated to have a Materials Hostile Impact.  No declare has been asserted and is pending by any Particular person difficult or questioning the use by the Firm or any of its Subsidiaries of any such Mental Property or the validity or effectiveness of any such Mental Property, nor does the Firm or any of its Subsidiaries know of any legitimate foundation for any such declare besides as couldn’t fairly be anticipated to have a Materials Hostile Impact.  To the data of the Firm, using such Mental Property by the Firm and every of its Subsidiaries doesn’t infringe on the rights of any Particular person, and, to the data of the Firm, no such Mental Property of the Firm and its Subsidiaries has been infringed, misappropriated or diluted by every other Particular person aside from such claims, infringements, misappropriation and dilution that, within the combination, couldn’t fairly be anticipated to have a Materials Hostile Impact.

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Part 5.24.Anti-Corruption Legal guidelines and Sanctions. The Debtors have carried out and preserve in impact insurance policies and procedures designed to make sure compliance by the Debtors, their respective Subsidiaries and their respective administrators, officers and staff with Anti-Corruption Legal guidelines and relevant Sanctions, and the Debtors, their respective Subsidiaries and their respective officers and staff and, to the data of any Borrower, their administrators are in compliance with Anti-Corruption Legal guidelines and relevant Sanctions in all materials respects.  Not one of the Debtors, any Subsidiary or any of their respective administrators, officers or staff appearing or benefiting in any capability from the credit score facility established hereby is a Sanctioned Particular person.  No borrowing or Facility Letter of Credit score, use of proceeds or different transaction contemplated by this Settlement will violate Anti-Corruption Legal guidelines or relevant Sanctions in any materials respect.

Part 5.25.EEA Monetary Establishments.  No Mortgage Celebration is an EEA Monetary Establishment.

Article VI
COVENANTS

Throughout the time period of this Settlement, except the Required Lenders shall in any other case consent in writing:

Part 6.1.Monetary Reporting.  The Firm will preserve, for itself and every Subsidiary, a system of accounting enabling it to supply consolidated monetary statements for the Firm and every Subsidiary in accordance with GAAP and furnish to the Administrative Agent:

(i)Inside 90 days after the top of every fiscal 12 months of the Firm or at such earlier time because the SEC could require the Firm to ship its Type 10-Ok (commencing with the fiscal 12 months ended December 31, 2020), an unqualified (aside from {qualifications} regarding modifications in accounting rules or practices reflecting modifications in usually accepted accounting rules and required or authorised by the Firm’s impartial licensed public accountants or with respect to a time period mortgage maturity or different upcoming maturity date underneath documentation governing Indebtedness) audit report licensed by nationally acknowledged impartial licensed public accountants certifying that the Firm’s consolidated monetary statements are pretty said in all materials respects, in accordance with GAAP for itself and the Subsidiaries, together with stability sheets as of the top of such interval, associated earnings statements, and statements of money flows, accompanied by a certificates of mentioned accountants that, in the midst of their examination needed for his or her certification of the foregoing, they’ve obtained no data of any Default or Unmatured Default with respect to the Firm’s compliance with Sections 6.19 or 6.20 hereof, or if, within the opinion of such accountants, any such Default or Unmatured Default shall exist, stating the character and standing thereof.

(ii)Inside 45 days after the top of every of the primary three fiscal quarters of every fiscal 12 months of the Firm or at such earlier time because the SEC could require the Firm to ship its Type 10-Q (commencing with the fiscal quarter ended March 31, 2021), for itself and the Subsidiaries, consolidated unaudited stability sheets as on the shut of every such interval and associated earnings assertion and a press release of money flows for the interval from the start of such fiscal 12 months to the top of such quarter, all licensed by a Designated Monetary Officer of the Firm.

(iii)Along with the monetary statements required underneath Sections 6.1(i) and (ii), a compliance certificates within the kind connected hereto as Exhibit F fairly acceptable to the Administrative Agent signed by a Designated Monetary Officer of the Firm (x) displaying the calculations needed to find out compliance with this

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Settlement (together with Sections 6.19 and 6.20) and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the character and standing thereof and (y) stating whether or not any change in GAAP or within the utility thereof has occurred because the date of the Firm’s audited monetary statements for the fiscal 12 months ending December 31, 2019, and if any such change has occurred, specifying such change in cheap element and the impact of such change on the monetary statements accompanying such certificates;

(iv)Inside 10 Enterprise Days after (x) written receipt by the Firm, and (y) a willpower is made by Firm administration primarily based on enough factual proof regarding a Materials Hostile Impact with respect thereto, a replica of (a) any discover or declare to the impact, that the Firm or any of its Subsidiaries is or could also be liable to any Particular person on account of the discharge by the Firm, any of its Subsidiaries, or every other Particular person of any poisonous or hazardous waste or substance into the surroundings, (b) any discover alleging any violation of any relevant federal, state, provincial or native environmental, well being or security legislation or regulation by the Firm or any of its Subsidiaries, and (c) any discover of incidence of any Reportable Occasion, which, in every case, may fairly be anticipated to have a Materials Hostile Impact.

(v)Promptly after the sending or submitting thereof, copies of all experiences, proxy statements and monetary statements which the Firm sends to or information with any of its respective safety holders or any securities trade or the SEC pertaining to the Firm.

(vi)Inside 10 Enterprise Days after receipt, a replica of any administration letter or comparable evaluation ready by the auditors for the Firm or any of its Subsidiaries;

(vii)Inside 60 days after the top of every fiscal 12 months of the Firm, a funds and forecast ready by the Firm for such fiscal 12 months intimately passable to the Administrative Agent and in keeping with previous practices;

(viii)Promptly, such different data respecting the enterprise, properties, operations or monetary situation of the Firm or any of their respective Subsidiaries as any Lender or the Administrative Agent could sometimes fairly request.

Data required to be delivered pursuant to this Part 6.1 shall be deemed to have been delivered if such data, or a number of annual or quarterly experiences containing such data, shall have been posted by the Administrative Agent on an IntraLinks or related web site to which the Lenders have been granted entry or such experiences shall be out there on the web site of the SEC at http://www.sec.gov or on the Firm’s web site at http://www.myersindustries.com. Data required to be delivered pursuant to this Part may additionally be delivered by digital communications pursuant to procedures authorised by the Administrative Agent.

Part 6.2.Use of Proceeds.  The Firm will, and can trigger every Subsidiary to, use the proceeds of all Advances for working capital, normal company functions, together with strategic alliances, Investments and different Acquisitions, and the charges, prices and bills thereof, and to repay excellent Advances.  Not one of the proceeds of any of the Advances made underneath this Settlement will probably be used, whether or not immediately or not directly, in violation of any relevant legislation or regulation, together with with out limitation Rules T, U or X, or to buy or carry any Margin Inventory.  The Debtors is not going to request any

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borrowing or Facility Letter of Credit score, and the Debtors shall not use, and shall procure that their respective Subsidiaries and its or their respective administrators, officers, staff and brokers shall not use, the proceeds of any borrowing or Facility Letter of Credit score (A) in furtherance of a proposal, cost, promise to pay, or authorization of the cost or giving of cash, or anything of worth, to any Particular person in violation of any Anti-Corruption Legal guidelines, (B) for the aim of funding, financing or facilitating any actions, enterprise or transaction of or with any Sanctioned Particular person, or in any Sanctioned Nation, or (C) in any method that might consequence within the violation of any Sanctions relevant to any celebration hereto.

Part 6.3.Discover of Materials Occasions.  The Firm will give immediate discover in writing to the Administrative Agent of the incidence of the next: (a) the incidence of any Default or Unmatured Default of which any Mortgage Celebration has data; (b) the submitting or graduation of any motion, go well with or continuing by or earlier than any arbitrator or Governmental Authority in opposition to or affecting the Firm or any of its Subsidiaries that, if adversely decided, would fairly be anticipated to end in a Materials Hostile Impact as fairly decided by the Firm; or (c) any change within the data supplied within the Useful Possession Certification delivered to such Lender that might end in a change to the record of helpful house owners recognized in such certification.

Part 6.4.Conduct of Enterprise.  The Firm will, and can trigger every Subsidiary to, keep it up and conduct its enterprise in considerably the identical fields of enterprise as it’s presently carried out or as it’s fairly associated thereto and to do all issues needed to stay duly included, validly current and in good standing (if such idea has that means) in its jurisdiction of group (topic to Part 6.11 and Part 6.12) and preserve all requisite authority to conduct its enterprise in every jurisdiction by which its enterprise is carried out, besides in any such case the place such failure wouldn’t fairly be anticipated to have a Materials Hostile Impact.

Part 6.5.Taxes.  The Firm will, and can trigger every Subsidiary to, well timed file, full and proper United States federal and relevant international, state and native tax returns required by legislation and pay when due all taxes, assessments and governmental fees and levies upon it or its earnings, income or Property, besides these that are being contested in good religion by acceptable proceedings and with respect to which ample reserves have been put aside in accordance with GAAP and people which the failure to file or pay wouldn’t fairly be anticipated to have a Materials Hostile Impact.

Part 6.6.Insurance coverage.  The Firm will, and can trigger every Subsidiary to, preserve in full power and impact insurance coverage with accountable and respected insurance coverage firms or associations in such quantities, on such phrases and overlaying such dangers, together with fireplace and different dangers insured in opposition to by prolonged protection, as is normally carried by firms engaged in related companies and proudly owning related properties equally located and preserve in full power and impact public legal responsibility insurance coverage, insurance coverage in opposition to claims for private harm or dying or property injury occurring in reference to any of its actions or any properties owned, occupied or managed by it, in such quantity because it shall fairly deem needed, and preserve such different insurance coverage as could also be required by legislation or as could also be fairly requested by the Administrative Agent, supplied that it’s acknowledged that the Firm and its Subsidiaries could proceed to self-insure in reference to medical insurance and staff compensation in keeping with their previous practices.  

Part 6.7.Compliance with Legal guidelines.  The Firm will, and can trigger every Subsidiary to, adjust to all relevant legal guidelines, guidelines, laws, orders, writs, judgments, injunctions, decrees or awards to which it could be topic aside from such noncompliance as wouldn’t fairly be anticipated to have a Materials Hostile Impact.  Every Borrower will preserve in impact and implement insurance policies and procedures designed to make sure compliance by the Debtors, their respective Subsidiaries and their respective administrators, officers and staff with Anti-Corruption Legal guidelines and relevant Sanctions.

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Part 6.8.Upkeep of Properties.  The Firm will, and can trigger every Subsidiary to, do all issues fairly needed to keep up, protect, shield and preserve its materials Property in good restore, working order and situation (strange put on and tear excepted topic to Part 6.12), and make all fairly needed and correct repairs, renewals and replacements.

Part 6.9.Inspection.  The Firm will, and can trigger every Subsidiary to, allow the Administrative Agent and the Lenders, immediately or by their respective representatives and brokers, to examine (without charge to any Borrower and topic to confidentiality necessities of Part 10.11) any of the Property, company books and monetary information of the Firm and every Subsidiary, to look at and make copies of the books of accounts and different monetary information of the Firm and every Subsidiary, and to debate the affairs, funds and accounts of the Firm and every Subsidiary with, and to be suggested as to the identical by, their respective officers upon cheap prior discover at such cheap occasions and intervals because the Administrative Agent or any Lender, because the case could also be, could designate; supplied that, as long as no Default has occurred and is continuous, the Administrative Agent and the Lenders shall endeavor to coordinate their inspections, examinations and discussions pursuant to this Part 6.9.

Part 6.10.Indebtedness.  The Firm is not going to, nor will it allow any Subsidiary to, create, incur or endure to exist any Indebtedness (together with with out limitation Contingent Obligations), besides:

(i)the Loans, the Facility Letters of Credit score and the opposite Assured Obligations;

(ii)Indebtedness of the Firm or any Home Subsidiary which is a Guarantor owing to the Firm or any of its Subsidiaries and Indebtedness of any Overseas Subsidiary consisting of loans or advances permitted by Part 6.13(vii);

(iii)Contingent Obligations with respect to the endorsement of devices for deposit or assortment within the strange course of enterprise;

(iv)Indebtedness of the Firm and its Subsidiaries underneath Charge Hedging Agreements;

(v)(x) the 2013 Senior Notes, (y) Indebtedness in respect of a Personal Shelf Settlement and (z) Indebtedness in reference to a Firm Providing; supplied that the mixture principal quantity excellent with respect to Indebtedness incurred pursuant to clauses (x), (y) and (z) above shall not exceed $125,000,000, in every case as diminished sometimes;

(vi)current Indebtedness described on Schedule 6.10, however no enhance within the principal quantity thereof as diminished sometimes;

(vii)Indebtedness constituting capital leases or buy cash indebtedness in an combination principal quantity excellent to not exceed $25,000,000 at anybody time;

(viii)any refunding or refinancing of any Indebtedness referred to in clauses (ii) by means of (vi) above, supplied that any such refunding or refinancing of such Indebtedness doesn’t materially enhance the principal quantity thereof, shorten the maturities thereof or make any of the opposite phrases or provisions thereof materially extra onerous on the Firm or any of its Subsidiaries;

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(ix)Indebtedness pursuant to Permitted Securitization Transactions supplied that the mixture excellent quantity offered or financed underneath all Permitted Securitization Transactions shall not exceed $50,000,000;

(x)Indebtedness of a Particular person current on the time such Particular person grew to become a Subsidiary or property had been acquired from such Particular person in reference to an Acquisition or permitted Funding, to the extent that: (x) such Indebtedness was not incurred in reference to, or in contemplation of, such Particular person turning into a Subsidiary or the acquisition of such property, (y) neither the Debtors nor any Subsidiary thereof (apart from such Particular person or every other Individual that such Particular person merges with or that acquires the property of such Particular person) shall have any legal responsibility or different obligations with respect to such Indebtedness, and (z) the mixture excellent principal quantity of such Indebtedness doesn’t exceed $25,000,000 at any time excellent;

(xi)Indebtedness underneath efficiency bonds, surety bonds, launch, attraction and related bonds, statutory obligations or with respect to staff’ compensation claims, in every case incurred within the strange course of enterprise, and reimbursement obligations in respect of any of the foregoing;

(xii)to the extent constituting Indebtedness, obligations in respect of buy value changes, earn-outs, non-competition agreements and different related preparations, or different deferred funds of the same nature, representing consideration of an Acquisition or Funding and incurred in connection therewith;

(xiii)Indebtedness of any Overseas Subsidiary in an combination principal quantity to not exceed $15,000,000 at anybody time excellent;

(xiv)Indebtedness representing installment insurance coverage premiums owing within the strange course of enterprise;

(xv)Indebtedness representing deferred compensation to officers, administrators, managers, staff, consultants or impartial contracts incurred within the strange course of enterprise or in keeping with previous apply; and

(xvi)Different Indebtedness; supplied that (a) on the time of the creation, incurrence or assumption of such different Indebtedness and after giving impact thereto, no Default or Unmatured Default exists, and (b) the mixture excellent principal quantity of all such different Indebtedness of the Firm and its Subsidiaries doesn’t exceed an quantity equal to the larger of $30,000,000 and 10% of the Consolidated Whole Belongings as of the final day of probably the most not too long ago ended Check Interval on the time of the creation, incurrence or assumption of such different Indebtedness on a Professional Forma Foundation; supplied additional that, of the quantity of such different Indebtedness permitted by this clause (b), an combination principal quantity of no more than $30,000,000 could also be owing by Subsidiaries that aren’t Guarantors.

Part 6.11.Merger.  The Firm is not going to, nor will it allow any Subsidiary to, merge or consolidate with or into every other Particular person, besides that (a) a Subsidiary could merge into the Firm or a Wholly-Owned Subsidiary, (b) the Firm could merge or consolidate with one other Particular person as long as it’s the surviving company and the transaction is permitted underneath Part 6.13 hereof, (c) if any such merger includes the Firm, the Consolidated Internet Price instantly after the merger can be equal to or larger than the Consolidated Internet Price instantly previous such merger, (d) any Subsidiary could

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merge or consolidate with one other Particular person apart from one other Subsidiary as long as such Subsidiary is the surviving company and such transaction is permitted underneath Part 6.13 hereof, and (e) any such merger or consolidation that constitutes a disposition of Property permitted underneath Part 6.12(vii) or (x) hereof is permitted underneath this Part 6.11.

Part 6.12.Sale of Belongings.  The Firm is not going to, nor will it allow any Subsidiary to, lease, promote or in any other case get rid of its Property (whether or not effected pursuant to a Division or in any other case), to every other Particular person (apart from the Firm or any Guarantor), besides:

(i)gross sales of stock within the strange course of enterprise;

(ii)gross sales or different inclinations within the strange course of enterprise of fastened property for the aim of changing such fastened property, supplied that such fastened property are changed inside 180 days of such sale or different disposition with different fastened property which have a good market worth not materially lower than the fastened property offered or in any other case disposed of;

(iii)any sale or different switch of an curiosity in accounts or notes receivable to a Securitization Entity pursuant to a Permitted Securitization Transaction allowed by the phrases of this Settlement;

(iv)inclinations of scrap, out of date or worn-out property or different property that aren’t materials within the combination and are now not used or helpful to the enterprise (together with, with out limitation, materials or tools and the lapse and switch of mental property of the Firm or any of its Subsidiaries that’s now not helpful or materials to their enterprise);

(v)the consummation of any mergers or consolidations permitted underneath Part 6.11, the making of any Investments permitted underneath Part 6.13, the granting of Liens permitted underneath Part 6.14 or the making of any Restricted Funds permitted underneath Part 6.16;

(vi)leases, subleases, licenses, sublicenses or cross-licenses (together with with respect to any mental property or expertise), in every case within the strange course of enterprise or in keeping with previous apply or that don’t materially intrude with the enterprise of the Firm and the Subsidiaries, taken as an entire;

(vii)inclinations of any property (together with Capital Inventory) (A) acquired in reference to any Acquisition or different Funding permitted hereunder, which property will not be core or principal to the enterprise of the Firm and the Subsidiaries or (B) made to acquire the approval of any relevant antitrust authority in reference to an Acquisition;

(viii)transfers of condemned property on account of the train of “eminent area” or different related powers to the respective Governmental Authority or company that has condemned the identical (whether or not by deed in lieu of condemnation or in any other case), and transfers of property arising from foreclosures or related motion or which were topic to a casualty to the respective insurer of such actual property as a part of an insurance coverage settlement;

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(ix)gross sales, transfers and inclinations of accounts receivable (A) (excluding gross sales or inclinations in a factoring or related association) in reference to the compromise, settlement or assortment thereof and (B) underneath the factoring association described on Schedule 6.10 to the extent permitted underneath Part 6.10(vi)g; and

(x)Different leases, gross sales (together with sale leasebacks) or different inclinations of its Property that, along with all different Property of the Firm and its Subsidiaries beforehand leased, offered or disposed of (apart from as supplied in clauses (i) by means of (iii) above) as permitted by this Part, that don’t represent a Substantial Portion.

However something on this Part 6.12 on the contrary, all leases, gross sales and different inclinations of Property at any time shall be for not lower than the truthful market worth of such Property as decided in good religion by the Firm. Moreover, however something on this Part 6.12 on the contrary, (x) any Overseas Subsidiary could switch all or any of its property to the Firm, a Guarantor or a Overseas Subsidiary Borrower, supplied {that a} Overseas Subsidiary Borrower that has any Obligations excellent could not so switch its property to a Overseas Subsidiary Borrower except the transferee of such property assumes all such Obligations in a way acceptable to the Administrative Agent, and (y) any Subsidiary could switch all or any of its property to the Firm or a Guarantor.

Part 6.13.Investments and Acquisitions.  The Firm is not going to, nor will it allow any Subsidiary to, make or endure to exist any Investments (together with with out limitation, loans and advances to, and different Investments in, Subsidiaries which aren’t Wholly-Owned Subsidiaries), or commitments therefor, or to create any Subsidiary or to turn out to be or stay a accomplice in any partnership or three way partnership, or make any Acquisition of any Particular person, besides:

(i)the Firm and its Subsidiaries could spend money on money and Money Equivalents;

(ii)the Firm and its Subsidiaries could purchase and maintain receivables owing to them within the strange course of enterprise and payable or dischargeable in accordance with customary commerce phrases;

(iii)loans and advances to staff for business-related journey bills, transferring bills and different related bills, in every case incurred within the strange course of enterprise and in keeping with previous practices;

(iv)current Investments in Subsidiaries and different Investments in existence on the Efficient Date and described in Schedule 6.13 hereto;

(v)Loans and advances by the Firm or any of its Subsidiaries to the Firm or to any Guarantor;

(vi)Investments in a Securitization Entity in reference to Permitted Securitization Transactions and in an combination excellent quantity acceptable to the Administrative Agent and required to consummate the Permitted Securitization Transactions plus accounts or notes receivable permitted to be transferred to a Securitization Entity in reference to Permitted Securitization Transactions;

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(vii)Loans and advances by Overseas Subsidiary Debtors to Overseas Subsidiaries, supplied that such loans and advances are evidenced by documentation, and are on phrases, fairly acceptable to the Administrative Agent; and

(viii)Different Investments and Acquisitions in any consecutive twelve month interval; supplied that no Default or Unmatured Default exists or can be instantly precipitated thereby and, (x) instantly earlier than and after giving impact to the Funding or Acquisition (on a Professional Forma Foundation) the Leverage Ratio for probably the most not too long ago ended Check Interval is lower than 3.25:1.0, or (y) if the Leverage Ratio for probably the most not too long ago ended Check Interval instantly earlier than and after giving impact to such Funding or Acquisition (on a Professional Forma Foundation) is the same as or larger than 3.25:1.0 however equal to or lower than 3.75:1.0, the Firm shall have made an election pursuant to the phrases of Part 6.19 hereof, supplied that if the Firm has made such an election, the Firm shall not make an Funding or Acquisition with combination consideration larger than $100,000,000 whereas such election is in impact.

However something herein on the contrary, neither the Firm nor any of its Subsidiaries shall make any Funding or Acquisition except (A) the goal of such Acquisition or Funding is in the identical or related line of enterprise because the Firm or fairly associated thereto, supplied that as much as $50,000,000 within the combination could also be paid by the Firm or any of its Subsidiaries in reference to Acquisitions pursuant to which the goal is just not in the identical or related line of enterprise because the Firm or fairly associated thereto, (B) the board of administrators (or related governing physique) and the administration of the goal of such Acquisition or Funding have authorised such Acquisition and (C) no Default or Unmatured Default would exist after giving impact to such Acquisition or Funding on a Professional Forma Foundation.

Part 6.14.Liens.  The Firm is not going to, nor will it allow any Subsidiary to, create, incur, or endure to exist any Lien in, of or on the Property of the Firm or any of its Subsidiaries, besides:

(i)Liens for taxes, assessments or governmental fees or levies on its Property if the identical shall not on the time be delinquent or thereafter may be paid with out penalty, or are being contested in good religion and by acceptable proceedings and for which ample reserves in accordance with GAAP shall have been put aside on its books;

(ii)Liens imposed by legislation, similar to carriers’, warehousemen’s and mechanics’ liens and different related liens arising within the strange course of enterprise which safe cost of obligations no more than 90 days overdue or that are being contested in good religion by acceptable proceedings and for which ample reserves shall have been put aside on its books;

(iii)Liens arising out of pledges or deposits underneath employee’s compensation legal guidelines, unemployment insurance coverage, outdated age pensions, or different social safety or retirement advantages, or related laws;

(iv)Utility easements, constructing restrictions and such different encumbrances or fees in opposition to actual property as are of a nature usually current with respect to properties of the same character and which don’t in any materials manner have an effect on the marketability of the identical or intrude with the use thereof within the enterprise of the Firm or the Subsidiaries;

(v)Liens current on the Efficient Date and described in Schedule 6.14 hereto, however no enhance within the quantity secured thereby as diminished sometimes;

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(vi)Liens in favor of the Firm or any Lien granted by any Subsidiary in favor of a Guarantor;

(vii)Liens in favor of the Administrative Agent, securing the Secured Obligations, granted pursuant to any Collateral Doc;

(viii)Liens, whether or not pursuant to buy cash loans or Capitalized Leases, securing combination Indebtedness of no more than $25,000,000, both (A) positioned upon tools or equipment used within the strange course of enterprise of the Firm or any Subsidiary on the time of (or inside 20 days after) the acquisition thereof by the Firm or any such Subsidiary to safe Indebtedness incurred to pay all or a portion of the acquisition value thereof, supplied that the Lien encumbering the tools or equipment so acquired doesn’t encumber every other property of the Firm or any such Subsidiary; or (B) current on property or different property on the time acquired by the Firm or any Subsidiary or on property of a Particular person on the time such Particular person first turns into a Subsidiary of the Firm, supplied that (v) any such Liens weren’t created on the time of or in contemplation of the acquisition of such property or Particular person by the Firm or any of its Subsidiaries, (w) within the case of any such acquisition of a Particular person, any such lien attaches solely to the property and property of such Particular person, (x) within the case of any such acquisition of property or property by the Firm or any Subsidiary, any such Lien attaches solely to the property and property so acquired and to not every other property or property of the Firm or any Subsidiary, (y) the Indebtedness secured by any such Lien doesn’t exceed 100% of the truthful market worth of the property and property to which such lien attaches, decided on the time of the acquisition of such property or property or the time at which such Particular person turns into a Subsidiary of the Firm (besides within the circumstances described on this clause (B) above to the extent such Liens constituted customary buy cash liens on the time of incurrence and had been entered into within the strange course of enterprise);

(ix)Any extension, renewal or substitute (or successive extension, renewal, or substitute) in entire or partially, of any Lien referred to within the foregoing clauses (i) by means of (viii) inclusive; supplied, nevertheless, that the principal quantity of Indebtedness secured thereby shall not exceed the principal quantity of Indebtedness so secured on the time of such extension, renewal or substitute, and that such extension, renewal or substitute shall be restricted to all or part of the property which secured the Lien so prolonged, renewed or changed (plus enhancements on such property);

(x)Liens on the Frequent Collateral securing the Secured Obligations and the Personal Senior Be aware Obligations, if relevant, on a professional rata foundation (in accordance with the quantity of the Secured Obligations and the Personal Senior Be aware Obligations, if relevant) and topic to the Intercreditor Settlement;

(xi)leases, licenses, cross-licenses, subleases or sublicenses (together with the provisions of software program or the