Exhibit 10.1


 


Published CUSIP Number:
C7880JAA3


 


CREDIT AGREEMENT


 


Dated as of October 27,
2016


 


among


 


RITCHIE BROS. AUCTIONEERS
INCORPORATED


and


CERTAIN SUBSIDIARIES
OF RITCHIE BROS. AUCTIONEERS INCORPORATED,


as the Borrowers,


 


CERTAIN SUBSIDIARIES
OF RITCHIE BROS. AUCTIONEERS INCORPORATED,


as the Guarantors,


 


BANK OF AMERICA, N.A.,


as Administrative Agent,
U.S. Swing Line Lender and L/C Issuer,


 


ROYAL BANK OF CANADA,


as Canadian Swing Line
Lender and L/C Issuer


 


and


 


THE OTHER LENDERS PARTY
HERETO


 





 






 


ROYAL BANK OF CANADA,


as Syndication Agent,


 


CANADIAN IMPERIAL BANK
OF COMMERCE,


EXPORT DEVELOPMENT CANADA,


HSBC BANK CANADA,


NATIONAL BANK OF CANADA,


THE BANK OF TOKYO-MITSUBISHI
UFJ, LTD., CANADA BRANCH,


U.S. BANK NATIONAL ASSOCIATION


and


WELLS FARGO BANK, N.A.,
CANADIAN BRANCH,


as Co-Senior Managing
Agents


 


Arranged By:


 


MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED


and


RBC CAPITAL MARKETS,1 


as Joint Lead Arrangers
and Joint Bookrunners


 





 








1 RBC Capital
Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its affiliates.


 




     


     


    

 


TABLE OF CONTENTS


 


	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	1
	 	 
	1.01	Defined Terms	1
	1.02	Other Interpretive Provisions	42
	1.03	Accounting Terms	43
	1.04	Rounding	44
	1.05	Exchange Rates; Currency Equivalents	44
	1.06	Additional Alternative Currencies	45
	1.07	Change of Currency	46
	1.08	Times of Day	46
	1.09	Letter of Credit Amounts	46
	1.10	Australian Code of Banking Practice	46
	1.11	Pro Forma Calculations	47
	 	 	 
	ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS	47
	 	 
	2.01	Revolving Loans and Delayed-Draw Term Loan	47
	2.02	Borrowings, Conversions and Continuation of Loans	48
	2.03	Letters of Credit	50
	2.04A	U.S. Swing Line Loans	60
	2.04B	Canadian Swing Line Loans	63
	2.05	Prepayments	67
	2.06	Termination or Reduction of Commitments	71
	2.07	Repayment of Loans	72
	2.08	Interest	72
	2.09	Fees	73
	2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	74
	2.11	Evidence of Debt	75
	2.12	Payments Generally; Administrative Agent’s Clawback	75
	2.13	Sharing of Payments by Lenders	77
	2.14	Cash Collateral	78
	2.15	Defaulting Lenders	79
	2.16	Incremental Facility Loans	81
	2.17	Designated Borrowers	83
	2.18	Collateral Release Event	85
	2.19	Designated Lender	85
	 	 	 
	ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY	85
	 	 	 
	3.01	Taxes	85
	3.02	Illegality	92
	3.03	Inability to Determine Rates	93
	3.04	Increased Costs; Reserves on Eurocurrency Rate Loans	94
	3.05	Compensation for Losses	96
	3.06	Mitigation Obligations; Replacement of Lenders	97
	3.07	Survival	97
	 	 	 
	ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	97
	 	 	 
	4.01	Conditions of Initial Credit Extension	97
	4.02	Conditions to all Credit Extensions	100
	4.03	Conditions to Delayed-Draw Term Loan	100



 



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	ARTICLE V REPRESENTATIONS AND WARRANTIES	103
	 	 	 
	5.01	Existence, Qualification and Power	103
	5.02	Authorization; No Contravention	104
	5.03	Governmental Authorization; Other Consents	104
	5.04	Binding Effect	104
	5.05	Financial Statements; No Material Adverse Effect	104
	5.06	Litigation	105
	5.07	No Default	105
	5.08	Ownership of Property	105
	5.09	Environmental Compliance	105
	5.10	Insurance	105
	5.11	Taxes	105
	5.12	ERISA Compliance; Canadian Plans	106
	5.13	Subsidiaries	107
	5.14	Margin Regulations; Investment Company Act	107
	5.15	Disclosure	107
	5.16	Compliance with Laws	108
	5.17	Intellectual Property; Licenses, Etc.	108
	5.18	Solvency	108
	5.19	Perfection of Security Interests in the Collateral	108
	5.20	Sanctions and Anti-Social Force	108
	5.21	Anti-Corruption Laws	109
	5.22	No EEA Financial Institution	109
	5.23	Australian Borrowers	109
	5.24	Japanese Borrowers	109
	5.25	International Loan Parties	109
	 	 	 
	ARTICLE VI AFFIRMATIVE COVENANTS	110
	 	 	 
	6.01	Financial Statements	110
	6.02	Certificates; Other Information	111
	6.03	Notices	112
	6.04	Payment of Taxes	113
	6.05	Preservation of Existence, Etc.	113
	6.06	Maintenance of Properties	113
	6.07	Maintenance of Insurance	113
	6.08	Compliance with Laws	114
	6.09	Books and Records	114
	6.10	Inspection Rights	114
	6.11	Use of Proceeds	114
	6.12	ERISA Compliance; Canadian Plans	115
	6.13	Additional Guarantors	115
	6.14	Pledged Assets	116
	6.15	Anti-Corruption Laws	117
	6.16	Post-Closing Matters	117
	 	 	 
	ARTICLE VII NEGATIVE COVENANTS	117
	 	 	 
	7.01	Liens	118
	7.02	Investments	120
	7.03	Indebtedness	122
	7.04	Fundamental Changes	124
	7.05	Dispositions	124
	7.06	Restricted Payments	125
	7.07	Change in Nature of Business	126
	7.08	Transactions with Affiliates	126
	7.09	Burdensome Agreements	126
	7.10	Use of Proceeds	127
	7.11	Financial Covenants	127
	7.12	Prepayment of Certain Other Indebtedness, Etc.	128
	7.13	Organization Documents; Fiscal Year; Legal Name, Jurisdiction of Formation and Form of Entity	128
	7.14	Sanctions	129
	7.15	Anti-Social Force	129
	7.16	Anti-Corruption Laws	129
	7.17	Canadian Defined Benefit Pension Plan	129



 



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	ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES	129
	 	 	 
	8.01	Events of Default	129
	8.02	Remedies Upon Event of Default	132
	8.03	Application of Funds	132
	 	 	 
	ARTICLE IX ADMINISTRATIVE AGENT	133
	 	 	 
	9.01	Appointment and Authority	133
	9.02	Rights as a Lender	134
	9.03	Exculpatory Provisions	135
	9.04	Reliance by Administrative Agent	136
	9.05	Delegation of Duties	136
	9.06	Resignation of Administrative Agent	136
	9.07	Non-Reliance on Administrative Agent and Other Lenders	138
	9.08	No Other Duties; Etc.	138
	9.09	Administrative Agent May File Proofs of Claim; Credit Bidding	138
	9.10	Collateral and Guaranty Matters	139
	9.11	Secured Cash Management Agreements and Secured Hedge Agreements	140
	 	 	 
	ARTICLE X GUARANTY	140
	 	 	 
	10.01	The Guaranty	140
	10.02	Obligations Unconditional	141
	10.03	Reinstatement	142
	10.04	Certain Additional Waivers	142
	10.05	Remedies	142
	10.06	Rights of Contribution	142
	10.07	Guarantee of Payment; Continuing Guarantee	143
	10.08	Keepwell	143
	10.09	Release of Guarantors	144
	 	 	 
	ARTICLE XI MISCELLANEOUS	144
	 	 	 
	11.01	Amendments, Etc.	144
	11.02	Notices; Effectiveness; Electronic Communications	147
	11.03	No Waiver; Cumulative Remedies; Enforcement	149
	11.04	Expenses; Indemnity; Damage Waiver	149
	11.05	Payments Set Aside	152
	11.06	Successors and Assigns	152
	11.07	Treatment of Certain Information; Confidentiality	157
	11.08	Rights of Setoff	158
	11.09	Interest Rate Limitation	158
	11.10	Counterparts; Integration; Effectiveness	159
	11.11	Survival of Representations and Warranties	159
	11.12	Severability	159
	11.13	Replacement of Lenders	159
	11.14	Governing Law; Jurisdiction; Etc.	160
	11.15	Waiver of Jury Trial	161
	11.16	No Advisory or Fiduciary Responsibility	161
	11.17	Electronic Execution of Assignments and Certain Other Documents	162
	11.18	USA PATRIOT Act and Canadian AML Act Notice	162
	11.19	Judgement Currency	163
	11.20	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	163
	11.21	Subordination of Intercompany Indebtedness	164


 




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	SCHEDULES
	 	 
	1.01	Existing Letters of Credit
	2.01	Commitments and Applicable Percentages
	5.13	Subsidiaries
	7.01	Liens Existing on the Closing Date
	7.02	Investments Existing on the Closing Date
	7.03	Indebtedness Existing on the Closing Date
	11.02	Certain Addresses for Notices
	 	 
	EXHIBITS
	 	 
	1.01A	Form of Secured Party Designation Notice
	1.01B	Form of Canadian Security Agreement
	1.01C	Form of U.S. Security Agreement
	2.02	Form of Loan Notice
	2.04A	Form of U.S. Swing Line Loan Notice
	2.04B	Form of Canadian Swing Line Loan Notice
	2.11(a)	Form of Note
	2.17(a)	Form of Designated Borrower Request
	2.17(b)	Form of Designated Borrower Joinder Agreement
	3.01	Forms of U.S. Tax Compliance Certificates
	4.03	Form of Solvency Certificate
	6.02	Form of Compliance Certificate
	6.13	Form of Joinder Agreement
	11.06(b)	Form of Assignment and Assumption
	11.06(b)(iv)	Form of Administrative Questionnaire


 




    iv


     


    

 


CREDIT AGREEMENT


 


This CREDIT AGREEMENT
is entered into as of October 27, 2016 among RITCHIE BROS. AUCTIONEERS INCORPORATED, a Canadian corporation (the “Company”),
certain Subsidiaries of the Company from time to time party hereto as Borrowers identified in Section 2.17 (each a
“Designated Borrower” and, together with the Company, the “Borrowers” and each a “Borrower”),
the Guarantors (defined herein) from time to time party hereto, the Lenders (defined herein) from time to time party hereto, ROYAL
BANK OF CANADA, as Canadian Swing Line Lender and L/C Issuer and BANK OF AMERICA, N.A., as Administrative Agent, U.S. Swing Line
Lender and L/C Issuer.


 


The Borrowers have
requested that the Lenders provide credit facilities for the purposes set forth herein, and the Lenders are willing to do so on
the terms and conditions set forth herein.


 


In consideration of
the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:


 


ARTICLE
I



DEFINITIONS AND ACCOUNTING TERMS


 


1.01         Defined
Terms.


 


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


 


“Acquisition”,
by any Person, means the acquisition by such Person, in a single transaction or in a series of related transactions, of either
(a) all or any substantial portion of the property of, or a line of business or division of, another Person or (b) at least a majority
of the Voting Stock of another Person, in each case whether or not involving a merger, amalgamation or consolidation with such
other Person. Notwithstanding the foregoing, any acquisition of real property shall not constitute an Acquisition.


 


“Administrative
Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, and any branch,
office or Affiliate of it (including, Bank of America, N.A., acting through its Canada branch for Loans that are denominated in
Canadian Dollars), or any successor administrative agent.


 


“Administrative
Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate,
account as set forth on Schedule 11.02 with respect to such currency, or such other address or account with respect to such
currency as the Administrative Agent may from time to time notify to the Company and the Lenders.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit 11.06(b)(iv) or any
other form approved by the Administrative Agent.


 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.


 


“Aggregate
Revolving A Commitments” means the Revolving A Commitments of all the Revolving A Lenders. The initial amount of the
Aggregate Revolving A Commitments in effect on the Closing Date is $635,000,000.


 




     


     


    

 


“Aggregate
Revolving B Commitments” means the Revolving B Commitments of all the Revolving B Lenders. The initial amount of the
Aggregate Revolving B Commitments in effect on the Closing Date is $40,000,000.


 


“Agreement”
means this Credit Agreement.


 


“All-In Yield”
means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront
fees, a Eurocurrency Rate, Canadian Prime Rate or Base Rate floor or otherwise, in each case, incurred or payable by the Borrowers
generally to all lenders of such Indebtedness; provided that original issue discount and upfront fees shall be equated to
interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of incurrence of the applicable
Indebtedness); and provided, further, that “All-In Yield” shall not include arrangement, structuring,
commitment, underwriting or other similar fees (regardless of whether paid in whole or in part to any or all lenders) or other
fees not paid generally to all lenders of such Indebtedness.


 


“Alternative
Currency” means (a) with respect to the Revolving A Commitments, Euro, Sterling and Canadian Dollars and each other currency
(other than Dollars) that is approved in accordance with Section 1.06, (b) with respect to the Revolving B Commitments,
Euro, Sterling and Canadian Dollars, Yen and Australian Dollars and each other currency (other than Dollars) that is approved in
accordance with Section 1.06; provided that, in each case, for each Alternative Currency, such requested currency
is an Eligible Currency and (c) with respect to Letters of Credit, Euro, Sterling, Canadian Dollars, Yen, Australian Dollars and
each other currency (other than Dollars) that is approved in accordance with Section 1.06.


 


“Alternative
Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof
in the applicable Alternative Currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such
time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative
Currency with Dollars.


 


“Alternative
Currency Sublimit” means an amount equal to the lesser of the Aggregate Revolving A Commitments and $300,000,000. The
Alternative Currency Sublimit is part of, and not in addition to, the Aggregate Revolving A Commitments.


 


“Anti-Social
Conduct” means: (a) a demand and conduct with force and arms; (b) an unreasonable demand and conduct having no legal
cause; (c) threatening or committing violent behavior relating to its business transactions; (d) an action to defame the reputation
or interfere with the business of the Administrative Agent or the Lenders by spreading rumor, using fraudulent means or resorting
to force; or (e) other actions similar or analogous to any of the foregoing in any jurisdiction.


 


“Anti-Social
Group” means: (a) an organized crime group (as defined in the Law relating to Prevention of Unjustifiable Acts by Gang
Members of Japan (Law No. 77 of 1991, as amended)); (b) a member of an organized crime group; (c) a Person who used to be a member
of an organized crime group but has only ceased to be a member of an organized crime group for a period of less than five years;
(d) quasi-member of an organized crime group (bouryokudan jun-kosei-in); (e) a related or associated company of an organized
crime group; (f) a corporate racketeer or blackmailer advocating social cause or a special intelligence organized crime group;
or (g) a member of any other criminal force similar or analogous to any of the foregoing in any jurisdiction.


 


“Anti-Social
Relationship” means in relation to a Person: (a) an Anti-Social Group controls its management; (b) an Anti-Social Group
is substantively involved in its management; (c) it has entered into arrangements with an Anti-Social Group for the purpose of,
or which have the effect of, unfairly benefiting itself or a third party or prejudicing a third party; (d) it is involved in the
provision of funds or other benefits to an Anti-Social Group; or (e) any of its directors or any other Person who is substantively
involved in its management has a socially objectionable relationship with an Anti-Social Group.


 




     2


     


    

 


“Applicable
International Loan Party Documents” means this Agreement and the other Loan Documents to which an applicable International
Loan Party is a party.


 


“Applicable
Percentage” means with respect to any Lender at any time, (a) with respect to such Revolving A Lender’s Revolving
A Commitment at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving A Commitments represented
by such Revolving A Lender’s Revolving A Commitment at such time; provided that if the commitment of each Revolving
A Lender to make Revolving A Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant
to Section 8.02 or if the Aggregate Revolving A Commitments have expired, then the Applicable Percentage of each Revolving
A Lender shall be determined based on the Applicable Percentage of such Revolving A Lender most recently in effect, giving effect
to any subsequent assignments, (b) with respect to such Revolving B Lender’s Revolving B Commitment at any time, the percentage
(carried out to the ninth decimal place) of the Aggregate Revolving B Commitments represented by such Revolving B Lender’s
Revolving B Commitment at such time; provided that if the commitment of each Revolving B Lender to make Revolving B Loans
has been terminated pursuant to Section 8.02 or if the Aggregate Revolving B Commitments have expired, then the Applicable
Percentage of each Revolving B Lender shall be determined based on the Applicable Percentage of such Revolving B Lender most recently
in effect, giving effect to any subsequent assignments, and (c) with respect to such Term Lender’s portion of an outstanding
Term Loan at any time, the percentage (carried out to the ninth decimal place) of the outstanding principal amount of such Term
Loan held by such Term Lender at such time. The initial Applicable Percentage of each Lender is set forth opposite the name of
such Lender on Schedule 2.01 or in the Assignment and Assumption or other documentation pursuant to which such Lender becomes
a party hereto, as applicable. The Applicable Percentages shall be subject to adjustment as provided in Section 2.15.


 


“Applicable
Rate” means the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most
recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b); provided, that the
Applicable Rate in effect from the Closing Date through the first Business Day immediately following the date a Compliance Certificate
is delivered pursuant to Section 6.02(b) for the fiscal quarter ending March 31, 2017 shall be determined based upon Pricing
Tier 5:


 


	Pricing	 	 	Consolidated	 	Commitment	 	 	Letter of Credit Fee	 	 	Eurocurrency	 	 	Base Rate
 Loans and 
 Canadian Prime	 
	Tier	 	 	Leverage Ratio	 	Fee	 	 	Standby	 	 	Commercial	 	 	Rate Loans	 	 	Rate Loans	 
	 	1	 	 	> 3.50
    to 1.00	 	 	0.50	%	 	 	2.50	%	 	 	1.25	%	 	 	2.50	%	 	 	1.50	%
	 	2	 	 	< 3.50 to 1.00 but >
    2.75 to 1.00	 	 	0.45	%	 	 	2.25	%	 	 	1.125	%	 	 	2.25	%	 	 	1.25	%
	 	3	 	 	< 2.75 to 1.00 but >
    2.25 to 1.00	 	 	0.40	%	 	 	2.00	%	 	 	1.00	%	 	 	2.00	%	 	 	1.00	%
	 	4	 	 	< 2.25 to 1.00 but >
    1.50 to 1.00	 	 	0.35	%	 	 	1.75	%	 	 	0.875	%	 	 	1.75	%	 	 	0.75	%
	 	5	 	 	< 1.50 to 1.00 but >
    0.75 to 1.00	 	 	0.30	%	 	 	1.50	%	 	 	0.75	%	 	 	1.50	%	 	 	0.50	%
	 	6	 	 	< 0.75 to 1.00	 	 	0.25	%	 	 	1.25	%	 	 	0.625	%	 	 	1.25	%	 	 	0.25	%



 




     3


     


    

 


Any increase or decrease
in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business
Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however,
that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required
Lenders, Pricing Tier 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required
to have been delivered and shall remain in effect until the first Business Day immediately following the date on which such Compliance
Certificate is delivered in accordance with Section 6.02(b), whereupon the Applicable Rate shall be adjusted based upon
the calculation of the Consolidated Leverage Ratio contained in such Compliance Certificate. Notwithstanding anything to the contrary
contained herein, Pricing Tier 6 shall not be available to the Borrowers until the first Business Day immediately following the
date a Compliance Certificate is delivered pursuant to Section 6.02(b) for the fiscal quarter ending June 30, 2017.


 


“Applicable
Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of
settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case may be,
to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.


 


“Approved
Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or
an Affiliate of an entity that administers or manages a Lender.


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially
the form of Exhibit 11.06(b) or any other form (including electronic documentation generated by use of an electronic platform)
approved by the Administrative Agent.


 


“Attributable
Indebtedness” means, with respect to any Person on any date, in respect of any capital lease, the capitalized amount
thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.


 


“Audited Financial
Statements” means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended
December 31, 2015, and the related consolidated statements of income or operations, changes in equity and cash flows of the Company
and its Subsidiaries for such fiscal year, including the notes thereto.


 


“Australian
Borrower” means any Borrower organized under the Laws of Australia. As of the Closing Date, Ritchie Bros. Auctioneers
Pty. Ltd, a company incorporated under the laws of Australia, with ACN 080 895 898, and Ritchie Bros. Properties Pty. Ltd, a company
incorporated under the laws of Australia with ACN 080 895 772, are the Australian Borrowers.


 


“Australian
Dollar” means the lawful currency of Australia.


 


“Autoborrow
Agreement” means the Canadian Autoborrow Agreement and/or the U.S. Autoborrow Agreement, as the context requires.


 




     4


     


    

 


“Availability
Period” means, (a) with respect to the Revolving A Commitments, the period from and including the Closing Date to the
earliest of (i) the Maturity Date, (ii) the date of termination of the Aggregate Revolving A Commitments pursuant to Section
2.06, and (iii) the date of termination of the commitment of each Revolving A Lender to make Revolving A Loans and of the obligation
of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02, (b) with respect to the Revolving B Commitments,
the period from and including the Closing Date to the earliest of (i) the Maturity Date, (ii) the date of termination of the Aggregate
Revolving B Commitments pursuant to Section 2.06, and (iii) the date of termination of the commitment of each Revolving
B Lender to make Revolving B Loans pursuant to Section 8.02 and (c) with respect to the Delayed-Draw Term Loan Commitments,
the period from the Closing Date to the earliest of (i) October 27, 2017, (ii) the date of termination of the IronPlanet Acquisition
Agreement, (iii) the date of termination of the Delayed-Draw Term Loan Commitments pursuant to Section 2.06, and (iv) the
date of termination of the commitment of each Lender to make Loans pursuant to Section 8.02.


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability
of an EEA Financial Institution.


 


“Bail-In Legislation”
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of
the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.


 


“Bank of America”
means Bank of America, N.A. and its successors.


 


“Base Rate”
means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate
of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and
(c) the Eurocurrency Rate plus 1.0%. The “prime rate” is a rate set by Bank of America based upon various factors
including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference
point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such “prime rate”
announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such
change.


 


“Base Rate
Loan” means a Loan that bears interest based on the Base Rate. All Base Rate Loans are only available to U.S. Borrowers
and Canadian Borrowers and shall be denominated in Dollars.


 


“Borrower”
and “Borrowers” each has the meaning specified in the introductory paragraph hereto.


 


“Borrowing”
means a borrowing consisting of simultaneous Loans of the same Type, in the same currency and, in the case of Eurocurrency Rate
Loans, having the same Interest Period made by each of the applicable Lenders pursuant to Section 2.01.


 




     5


     


    

 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under
the Laws of, or are in fact closed in, Toronto, Ontario, or in the state where the Administrative Agent’s Office with respect
to Obligations denominated in Dollars is located and: (a) if such day relates to any interest rate settings as to a Eurocurrency
Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency
Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate
Loan, means any such day that is also a day on which dealings in Dollar deposits are conducted by and between banks in the London
interbank eurodollar market; (b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in
Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other
dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day;
(c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars
or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London
or other applicable interbank market for such currency; (d) if such day relates to any fundings, disbursements, settlements and
payments in a currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan denominated in a currency other than Dollars
or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect
of any such Eurocurrency Rate Loan (other than any interest rate settings), means any such day on which banks are open for foreign
exchange business in the principal financial center of the country of such currency; (e) with respect to any notice, disbursement
or payment with respect to any Eurocurrency Rate Loan made to an Australian Borrower, any day other than a Saturday or Sunday or
other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, Sydney, Australia or Hong
Kong; and (f) with respect to any notice, disbursement or payment with respect to any Eurocurrency Rate Loan made to a Japanese
Borrower, any day other than a Saturday or Sunday or other day on which commercial banks are authorized to close under the Laws
of, or are in fact closed in, Tokyo, Japan or Hong Kong.


 


“Canadian
AML Acts” means applicable Canadian law regarding anti-money laundering, anti-terrorist financing, government sanction
and “know your client” matters, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).


 


“Canadian
Autoborrow Agreement” has the meaning specified in Section 2.04B(b)(ii).


 


“Canadian
Borrower” means any Borrower organized under the Laws of Canada or any province or territory thereof. As of the Closing
Date, the Canadian Borrowers are the Company, Ritchie Bros. Holdings Ltd., Ritchie Bros. Properties Ltd. and Ritchie Bros. Auctioneers
(Canada) Ltd.


 


“Canadian
Defined Benefit Pension Plan” means a Canadian Plan that contains or has ever contained a “defined benefit provision”
as such term is defined in Section 147.1(1) of the Income Tax Act (Canada), other than a Canadian Plan that is not sponsored by
any Loan Party or any Subsidiary thereof and in respect of which the obligations of any Loan Party or any Subsidiary thereof are
limited to making fixed contributions set out in a collective agreement.


 


“Canadian
Dollar” and “CAD” means the lawful currency of Canada.


 


“Canadian
Plan” means, in respect of the Loan Parties or any Subsidiary thereof, any deferred compensation, bonus, incentive or
other compensation, share option or purchase, severance, termination pay, hospitalization or other medical benefit, life or other
insurance, vision, dental, drug, sick leave, disability, salary continuation, vacation, supplemental unemployment benefits, profit
sharing, mortgage assistance, pension or supplemental pension, retirement compensation, group registered retirement savings, deferred
profit sharing, employee profit sharing, savings, retirement or supplemental retirement, and any other plan, program or arrangement,
whether funded or unfunded, formal or informal, written or unwritten, that is maintained, contributed to, or required to be maintained
or contributed to, by any Loan Party or any Subsidiary thereof, or to which any Loan Party or any Subsidiary thereof is a party,
or bound by, or under which any Loan Party or any Subsidiary thereof has any liability or contingent liability for the benefit
of any Loan Party’s or any Subsidiary thereof’s current and former directors, officers, shareholders, consultants,
independent contractors and employees and their dependents, other than those provided generally by any Governmental Authority (such
as the Canada Pension Plan and Employment Insurance).


 




     6


     


    

 


“Canadian
Prime Rate” means, for any day a fluctuating rate of interest per annum equal to the greater of (a) the per annum rate
of interest quoted or established as the “prime rate” of the Administrative Agent which it quotes or establishes for
such day as its reference rate of interest in order to determine interest rates for commercial loans in Canadian Dollars in Canada
to its Canadian borrowers; and (b) the average CDOR Rate for a 30-day term plus one-half of one percent (0.50%) per annum, adjusted
automatically with each quoted or established change in such rate, all without the necessity of any notice to any Borrower or any
other Person. Such prime rate is based on various factors including cost and desired return, general economic conditions and other
factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.
Any change in the prime rate shall take effect at the opening of business on the day specified in the public announcement of such
change. Notwithstanding anything to the contrary contained herein, if the Canadian Prime Rate shall be less than zero, such
rate shall be deemed zero for purposes of this Agreement.


 


“Canadian
Prime Rate Loan” means a Revolving Loan, a Term Loan or Swing Line Loan that bears interest based on the Canadian Prime
Rate. All Canadian Prime Rate Loans are only available to Canadian Borrowers and shall be denominated in Canadian Dollars.


 


“Canadian
Security Agreement” means, collectively, (a) the Canadian security and pledge agreement substantially in the form of
Exhibit 1.01B hereto (with such changes as may be agreed by the Administrative Agent and the Company), among the Administrative
Agent for the benefit of the holders of the Obligations and certain Loan Parties and (b) each deed of hypothec between each Loan
Party that is party thereto and the Administrative Agent for the benefit of the holders of the Obligations.


 


“Canadian
Subsidiary” means any Subsidiary that is organized under the Laws of Canada or any province or territory thereof.


 


“Canadian
Swing Line Lender” means Royal Bank of Canada, through itself or through one of its designated Affiliates or branch offices,
in its capacity as provider of Canadian Swing Line Loans, or any successor Canadian swing line lender hereunder.


 


“Canadian
Swing Line Loan” has the meaning specified in Section 2.04B(a).


 


“Canadian
Swing Line Loan Notice” means a notice of a Borrowing of Canadian Swing Line Loans pursuant to Section 2.04B(b),
which shall be substantially in the form of Exhibit 2.04B or such other form as approved by the Administrative Agent (including
any form on an electronic platform or electronic transmission system as shall be approve by the Administrative Agent), appropriately
completed and signed by a Responsible Officer of the applicable Borrower.


 


“Canadian
Swing Line Sublimit” means an amount equal to $15,000,000. The Canadian Swing Line Sublimit is part of, and not in addition
to, the Aggregate Revolving A Commitments.


 


“Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or the
Lenders, as collateral for L/C Obligations or obligations of the Revolving A Lenders to fund participations in respect of L/C Obligations,
cash or deposit account balances or, if the Administrative Agent and the L/C Issuer shall agree in their sole discretion, other
credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C
Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of
such cash collateral and other credit support.


 




     7


     


    

 


“Cash Equivalents”
means, as at any date, (1) with respect to the Company or any of its Subsidiaries: (a) securities issued or directly and fully
guaranteed or insured by the United States, or Canada, or any agency or instrumentality thereof (provided that the full faith and
credit of the United States or Canada, as applicable, is pledged in support thereof) having maturities of not more than twelve
months from the date of acquisition, (b) Dollar or Canadian Dollar denominated time deposits and certificates of deposit of
(i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $250,000,000
or (iii) any bank whose short-term commercial paper rating (at the date of acquisition thereof) from S&P is at least A-2
or the equivalent thereof or from Moody’s is at least P-2 or the equivalent thereof (any such bank being an “Approved
Bank”), in each case with maturities of not more than twelve (12) months from the date of acquisition, (c) commercial
paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes
issued by, or guaranteed by, any domestic corporation rated (at the date of acquisition thereof) A-2 (or the equivalent thereof)
or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of
acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including the Lender) or recognized
securities dealer having capital and surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed by
the United States or Canada in which such Person shall have a perfected first priority security interest (subject to no other Liens)
and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations,
(e) Investments with average maturities of twelve (12) months or less from the date of acquisition in money market funds rated
(at the time of acquisition thereof) AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof)
or better by Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent
rating from another nationally recognized statistical rating agency) and (f) Investments, classified in accordance with GAAP
as current assets, in money market investment programs registered under the Investment Company Act of 1940 which are administered
by reputable financial institutions having capital of at least $250,000,000 and the portfolios of which are limited to Investments
of the character described in the foregoing subdivisions (a) through (e) and (2) with respect to the Company or any International
Subsidiary of the Company (other than a Canadian Subsidiary) or Investments made in a country outside the United States or Canada,
Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (a) through (e)
above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses
or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by the Company
or any International Subsidiary of the Company in accordance with normal investment practices for cash management in investments
analogous to the foregoing investments in clauses (a) through (e) and in this definition.


 


“Cash Management
Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services,
including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards),
funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox,
account reconciliation and reporting and trade finance services and other cash management services.


 


“Cash Management
Bank” means any Person that (a) at the time it enters into a Cash Management Agreement, is a Lender or the Administrative
Agent or an Affiliate of a Lender or the Administrative Agent, (b) in the case of any Cash Management Agreement in effect on or
prior to the Closing Date, is, as of the Closing Date or within 30 days thereafter, a Lender or the Administrative Agent or an
Affiliate of a Lender or the Administrative Agent and a party to a Cash Management Agreement or (c) within 30 days after the time
it enters into the applicable Cash Management Agreement, becomes a Lender, the Administrative Agent or an Affiliate of a Lender
or the Administrative Agent, in each case, in its capacity as a party to such Cash Management Agreement.


 




     8


     


    

 


“CDOR Rate”
has the meaning specified in the definition of “Eurocurrency Rate.”


 


“CFC”
means a “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code.


 


“Change in
Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any
Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by
any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street
Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith
and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee
on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each
case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted
or issued.


 


“Change of
Control” means an event or series of events by which:


 


(a)          any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity
as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined
in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial
ownership” of all Equity Interests that such person or group has the right to acquire, whether such right is exercisable
immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 45% or more
of the Voting Stock of the Company representing 45% or more of the combined voting power of all Voting Stock of the Company on
a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant
to any option right); provided, that, notwithstanding the foregoing, a Person shall not be deemed to have “beneficial
ownership” of Equity Interests subject to a stock purchase agreement, merger agreement or similar agreement until the consummation
of the transactions contemplated by such agreement;


 


(b)          during
any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of
the Company cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day
of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred
to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent
governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals
referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board
or equivalent governing body;


 


(c)          the
Company fails to own and control, directly or indirectly, 100% of the Equity Interests of each Designated Borrower (other than
nominal shares and directors’ qualifying shares mandated by applicable Law); or


 


(d)          a
“change of control” as defined in the documentation governing the Long-Term Financing occurs.


 




     9


     


    

 


“Chinese Facilities”
means the line of credit and other extensions of credit provided by a Foreign Credit Facilities Bank to one or more Wholly-Owned
Subsidiaries of the Company that are incorporated under the laws of the People’s Republic of China, in an aggregate principal
amount not to exceed $10,000,000 at any time outstanding.


 


“Closing Date”
means October 27, 2016.


 


“Collateral”
means a collective reference to all property with respect to which Liens in favor of the Administrative Agent, for the benefit
of itself and the other holders of the Obligations, are purported to be granted pursuant to and in accordance with the terms of
the Collateral Documents.


 


“Collateral
Documents” means a collective reference to the Security Agreement, the Canadian Security Agreement and other security
documents as may be executed and delivered by any Loan Party pursuant to the terms of Section 6.14 or any of the Loan Documents.


 


“Collateral
Period” means the period beginning upon the IronPlanet Acquisition Closing Date and ending when a Collateral Release
Event occurs.


 


“Collateral
Release Event” means the first date, if any, following the IronPlanet Acquisition Closing Date that (a) either (i) the
Company has obtained a corporate family or equivalent rating of BBB- (stable) or better from S&P or Baa3 (stable) or better
from Moody’s or (ii) the Consolidated Leverage Ratio is less than or equal to 3.00 to 1.00 for two consecutive fiscal quarters
ending subsequent to the IronPlanet Acquisition Closing Date (as reported in the applicable Compliance Certificates for such fiscal
quarters) and (b) the Company has requested, in writing, that the Administrative Agent release its Liens and security interest
in the Collateral; provided, that no Collateral Release Event shall occur unless (x) any Liens and security interests securing
the Long-Term Financing (if any) have been released or are substantially concurrently released and (y) no Event of Default has
occurred and is continuing on such date.


 


“Commitment”
means, as to each Lender, the Revolving A Commitment of such Lender, the Revolving B Commitment of such Lender and/or the Delayed-Draw
Term Loan Commitment of such Lender.


 


“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).


 


“Company”
has the meaning specified in the introductory paragraph hereto.


 


“Company Materials”
has the meaning specified in Section 6.02.


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit 6.02.


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.


 




     10


     


    

 


“Consolidated
EBITDA” means, for any period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to (a) Consolidated
Net Income for such period plus (b) the following to the extent deducted in calculating such Consolidated Net Income (other
than clauses (iv) and (v)): (i) Consolidated Interest Charges for such period, (ii) the provision for federal, state, local and
foreign income taxes payable for such period, (iii) depreciation and amortization expense for such period, (iv) expected cost savings,
operating expense reductions and synergies for such period related to the consummation of the IronPlanet Acquisition projected
by the Company in good faith to result from actions with respect to which substantial steps have been taken, will be taken, or
are expected to be taken; provided that (A) such cost savings, operating expense reductions and synergies are expected to
be realized (in the good faith determination of the Company) within 24 months after the IronPlanet Acquisition Closing Date, which
are reasonably identifiable and factually supportable and (B) amounts added-back for any period pursuant to this clause (iv) shall
not exceed $20,000,000 during the term of this Agreement (it being understood that no addbacks pursuant to this clause (iv) shall
be permitted subsequent to 24 months after the IronPlanet Acquisition Closing Date), (v) expected cost savings, operating expense
reductions and synergies for such period related to mergers and other business combinations, Acquisitions (other than the IronPlanet
Acquisition), Dispositions, restructuring, or cost savings initiatives which are reasonably identifiable and factually supportable
and other similar initiatives and projected by the Company in good faith to result from actions with respect to which substantial
steps have been taken, will be taken, or are expected to be taken; provided that (A) such cost savings, operating expense
reductions and synergies are expected to be realized (in the good faith determination of the Company) within 12 months after such
transaction or initiative is consummated and (B) amounts added-back for any period pursuant to this clause (v) shall not exceed
5% of Consolidated EBITDA for such period (calculated prior to giving effect to such adjustments) (it being understood that no
addbacks pursuant to this clause (v) with respect to any specific merger, business combination, Acquisition, Disposition, restructuring
or cost savings initiative shall be permitted subsequent to 12 months after the applicable merger, business combination, Acquisition,
Disposition, restructuring or cost savings initiative), (vi) non-cash losses, charges and expenses (including non-cash compensation
charges but excluding (A) losses, charges and expenses to the extent representing an accrual of or reserve for cash losses, charges
or expenses in any future period and (B) write-downs or reserves of account receivables or inventory), (vii) unusual or non-recurring
losses, charges and expenses in an aggregate amount not to exceed $10,000,000 during such period, (viii) cash restructuring and
related charges and business optimization expenses in an aggregate amount not to exceed $10,000,000 during such period, (ix) unrealized
losses due to foreign exchange adjustments (including, without limitation, losses and expenses in connection with currency and
exchange rate fluctuations), (x) costs and expenses in connection with the Loan Documents and the IronPlanet Acquisition (including,
without limitation, one-time expenses associated with vested and unvested options), (xi) expenses or charges related to any offering
of Equity Interests, permitted Investment, Permitted Acquisition (other than the IronPlanet Acquisition), Disposition, recapitalization
or incurrence of permitted Indebtedness (whether or not consummated), including non-operating or non-recurring professional fees,
costs and expenses related thereto in an aggregate amount not to exceed $10,000,000 during such period, and (xii) losses from discontinued
operations and non-ordinary course Dispositions, minus (c) the following to the extent included in calculating such Consolidated
Net Income: (i) non-cash income or gains, (ii) unrealized gains due to foreign exchange adjustments (including, without limitation,
gains in connection with currency and exchange rate fluctuations) and (iii) income or gains from discontinued operations and non-ordinary
course Dispositions.


 


“Consolidated
Funded Indebtedness” means, as of any date of determination with respect to the Company and its Subsidiaries on a consolidated
basis, without duplication, the sum of: (a) all obligations for borrowed money, whether current or long-term and all obligations
evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all purchase money indebtedness; (c) all
direct or contingent obligations arising under letters of credit (including standby and commercial), bankers’ acceptances,
bank guaranties and similar instruments; (d) all obligations in respect of the deferred purchase price of property or services (other
than trade accounts payable in the ordinary course of business) solely to the extent such obligation is evidenced by a note or
similar instrument and such obligation is included as a liability on the balance sheet of the Company and its Subsidiaries in accordance
with GAAP; (e) all Attributable Indebtedness; (f) all Guarantees with respect to Indebtedness of the types specified in clauses (a)
through (e) above of another Person; and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership
or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Company or
a Subsidiary is a general partner or joint venturer, except to the extent that Indebtedness is expressly made non-recourse to such
Person; provided, that, notwithstanding anything herein to the contrary, Indebtedness in respect of the Long-Term Financing
shall not constitute Consolidated Funded Indebtedness to the extent (and for so long as) such Long-Term Financing has been funded
into escrow to fund the IronPlanet Acquisition and remains in escrow.


 




     11


     


    

 


“Consolidated
Interest Charges” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the sum of (a)
all interest, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest)
or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with
GAAP, plus (b) the portion of rent expense with respect to such period under capital leases that is treated as interest
in accordance with GAAP, but excluding any payments with respect to make-whole premiums, prepayment penalties or other breakage
costs of any Indebtedness; provided, that, notwithstanding anything herein to the contrary, interest in connection with
the Long-Term Financing shall not constitute Consolidated Interest Charges to the extent (and for so long as) such Long-Term Financing
has been funded into escrow to fund the IronPlanet Acquisition and remains in escrow.


 


“Consolidated
Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) the sum of (i) Consolidated EBITDA
for the most recently completed four fiscal quarters to (b) Consolidated Interest Charges paid in cash for the most recently
completed four fiscal quarters.


 


“Consolidated
Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such
date to (b) Consolidated EBITDA for the most recently completed four fiscal quarters.


 


“Consolidated
Net Income” means, for any period, for the Company and its Subsidiaries on a consolidated basis, net income (or loss)
for such period; provided that Consolidated Net Income shall exclude (a) extraordinary gains and extraordinary losses
for such period and (b) any income (or loss) for such period of any Person if such Person is not a Subsidiary, except that
the Company’s equity in the net income of any such Person for such period shall be included in Consolidated Net Income up
to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Subsidiary as a dividend
or other distribution.


 


“Contractual
Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument
or other undertaking to which such Person is a party or by which it or any of its property is bound.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 


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


 


“CTA”
means the United Kingdom Corporation Tax Act 2009.


 


“Debt Issuance”
means the issuance by any Loan Party or any Subsidiary of any Indebtedness other than Indebtedness permitted under Section 7.03.


 




     12


     


    

 


“Debtor Relief
Laws” means the Bankruptcy Code of the United States, the Bankruptcy and Insolvency Act (Canada), the Companies’
Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada), the Dutch Bankruptcy Code (Faillissementswet),
Insolvency Act 1986 (United Kingdom) and all other liquidation, provisional liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership, administration, insolvency, reorganization, scheme of arrangement,
Laws affecting creditors’ rights generally or similar debtor relief Laws of the United States, Australia, Canada, Japan,
the Netherlands, the United Kingdom or other applicable jurisdictions from time to time in effect.


 


“Default”
means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time,
or both, would be an Event of Default.


 


“Default Rate”
means (a) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent (2%) in excess of
the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not specified or available,
a rate per annum equal to the Base Rate or the Canadian Prime Rate, as applicable, plus the Applicable Rate for Revolving
Loans that are Base Rate Loans or Canadian Prime Rate Loans plus two percent (2%), in each case, to the fullest extent permitted
by applicable Law.


 


“Defaulting
Lender” means, subject to Section 2.15(d), any Lender that (a) has failed to (i) fund all or any portion of its
Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative
Agent and the Company in writing that such failure is the result of such Lender’s good faith determination that one or more
conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically
identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swing Line Lender
or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters
of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Company, the Administrative
Agent, the L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder,
or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation
to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition
precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such
writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative
Agent or the Company, to confirm in writing to the Administrative Agent and the Company that it will comply with its prospective
funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c)
upon receipt of such written confirmation by the Administrative Agent and the Company), or (d) has, or has a direct or indirect
parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver,
custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory
authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be
a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect
parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender
with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment
on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or
agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any
one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent
manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(d)) as of the date established
therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative
Agent to the Company, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination.


 




     13


     


    

 


“Delayed-Draw
Term Loan” has the meaning specified in Section 2.01(c).


 


“Delayed-Draw
Term Loan Commitment” means, as to any Term Lender, such Term Lender’s obligation to make its portion of the Delayed-Draw
Term Loan to the Company pursuant to Section 2.01(c), in the principal amount set forth opposite such Term Lender’s
name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto. The
aggregate principal amount of the Delayed-Draw Term Loan Commitments of all of the Lenders as in effect on the Closing Date is
$325,000,000.


 


“Designated
Borrower” has the meaning specified in the introductory paragraph hereto.


 


“Designated
Borrower Joinder Agreement” has the meaning specified in Section 2.17.


 


“Designated
Borrower Request” has the meaning specified in Section 2.17.


 


“Designated
Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any
Sanction.


 


“Designated
Non-Cash Consideration” means the fair market value of non-cash consideration in connection with a Disposition pursuant
to Section 7.05(d) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible
Officer of the Company, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the
portion of the non-cash consideration converted to cash within 365 days following the consummation of the applicable Disposition).


 


“Disinterested
Director” shall mean, with respect to any Person and transaction, a member of the Board of Directors of such Person who
does not have any material direct or indirect financial interest in or with respect to such transaction.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition of any property by any Loan Party
or any Subsidiary, including any Sale and Leaseback Transaction and any sale, assignment, transfer or other disposal, with or without
recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding any Recovery Event.


 


“Disqualified
Equity Interest” means, with respect to any Person, any Equity Interest in such Person that by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder
thereof), or upon the happening of any event or condition:


 


(a)          matures
or is mandatorily redeemable (other than solely for Equity Interests in such Person or the Company that do not constitute Disqualified
Equity Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation
or otherwise;


 


(b)          is
convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Indebtedness or Equity Interests (other
than solely for Equity Interests in such Person or the Company that do not constitute Disqualified Equity Interests and cash in
lieu of fractional shares of such Equity Interests); or


 




     14


     


    

 


(c)          is
redeemable (other than solely for Equity Interests in such Person or the Company and cash in lieu of fractional shares of such
Equity Interests) or is required to be repurchased by such Person or any of its Affiliates, in whole or in part, at the option
of the holder thereof;


 


in each case, on or
prior to the date 91 days after the Maturity Date; provided, however, that (i) an Equity Interest in any Person that would not
constitute a Disqualified Equity Interest but for terms thereof giving holders thereof the right to require such Person to redeem
or purchase such Equity Interest upon the occurrence of an “asset sale,” “condemnation event,” a “change
of control” or similar event shall not constitute a Disqualified Equity Interest if any such requirement becomes operative
only after repayment in full of all the Loans and all other Obligations that are accrued and payable and the termination of the
Commitments and (ii) if an Equity Interest in any Person is issued pursuant to any plan for the benefit of employees of the Company
or any of its Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute a Disqualified Equity
Interest solely because it may be required to be repurchased by the Company or any of its Subsidiaries in order to satisfy applicable
statutory or regulatory obligations of such Person or as a result of such employee’s termination, death, or disability.


 


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


 


“Dollar Equivalent”
means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or
the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation
Date) for the purchase of Dollars with such Alternative Currency.


 


“Dutch Borrower”
means any Borrower organized under the Laws of the Netherlands. As of the Closing Date, Ritchie Bros. Holdings B.V., a Netherlands
company, Ritchie Bros. Auctioneers B.V., a Netherlands company, Ritchie Bros. Properties B.V., a Netherlands company, and Ritchie
Bros. Shared Services B.V., a Netherlands company, are the Dutch Borrowers.


 


“EEA Financial
Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject
to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an
institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which
is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
with its parent.


 


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


 


“EEA Resolution
Authority” means any public administrative authority or any person entrusted with public administrative authority of
any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“EU Bail-In
Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor
person), as in effect from time to time.


 




     15


     


    

 


“Eligible Assignee”
means any Person that meets the requirements to be an assignee under Sections 11.06(b)(iii) and (v) (subject to such
consents, if any, as may be required under Section 11.06(b)(iii)).


 


“Eligible Currency”
means any lawful currency other than Dollars that is readily available, freely transferable and convertible into Dollars in the
international interbank market available to the Lenders in such market and as to which a Dollar Equivalent may be readily calculated.
If, after the designation by the Lenders of any currency as an Alternative Currency, any change in currency controls or exchange
regulations or any change in the national or international financial, political or economic conditions are imposed in the country
in which such currency is issued, result in, in the reasonable opinion of the Administrative Agent (in the case of any Loans to
be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative
Currency), (a) such currency no longer being readily available, freely transferable and convertible into Dollars, (b) a Dollar
Equivalent is no longer readily calculable with respect to such currency or (c) providing such currency is impracticable for the
Lenders (each of (a), (b), and (c) a “Disqualifying Event”), then the Administrative Agent shall promptly notify
the Lenders and the Company, and such country’s currency shall no longer be an Alternative Currency until such time as the
Disqualifying Event(s) no longer exist. Within, five (5) Business Days after receipt of such notice from the Administrative Agent,
the Borrowers shall repay all Loans in such currency to which the Disqualifying Event applies or convert such Loans into the Dollar
Equivalent of Loans in Dollars, subject to the other terms contained herein.


 


“Environmental
Laws” means any and all federal, state, provincial, territorial, local and foreign statutes, laws, regulations, ordinances,
rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions
relating to pollution and the protection of the environment or the release of any materials into the environment, including those
related to hazardous substances or wastes, air emissions and discharges to waste or public systems.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of any Loan Party or any Subsidiary directly or indirectly resulting from or based
upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal
of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials
into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.


 


“Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person,
and all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of
(or other ownership or profit interests in) such Person.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(b)
or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating
to Section 412 of the Internal Revenue Code).


 




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“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Company or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which such entity was a substantial employer (as defined in Section
4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete
or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan
is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination
under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event
or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer,
any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical
status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303, 304 and 305 of ERISA; (h)
the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007
of ERISA, upon the Company or any ERISA Affiliate or (i) a failure by the Company or any ERISA Affiliate to meet all applicable
requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by the Company
or any ERISA Affiliate to make any required contribution to a Multiemployer Plan.


 


“Euro”
and “€” mean the single currency of the Participating Member States.


 


“Eurocurrency
Rate” means:


 


(a)          for
any Interest Period with respect to a Eurocurrency Rate Loan:


 


(i)          in
the case of a Eurocurrency Rate Loan denominated in a LIBOR Quoted Currency, the rate per annum equal to the London Interbank Offered
Rate (“LIBOR”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published
by Bloomberg (or such other commercially available source providing such quotations as may be designated by the Administrative
Agent from time to time) (in such case, the “LIBOR Rate”) at or about 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of
such Interest Period) with a term equivalent to such Interest Period;


 


(ii)          in
the case of a Eurocurrency Rate Loan denominated in Canadian Dollars, the rate per annum equal to the Canadian Dealer Offered Rate
(“CDOR”), or a comparable or successor rate which rate is approved by the Administrative Agent, as published
on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated
by the Administrative Agent from time to time) (in such case, the “CDOR Rate”) at or about 10:00a.m. (Toronto,
Ontario time) on the Rate Determination Date with a term equivalent to such Interest Period;


 


 (iii)          in
the case of a Eurocurrency Rate Loan denominated in Australian Dollars: (A) the rate per annum equal to the Australian Bank Bill
Swap Reference Rate (Bid) administered by the Australian Financial Markets Association (or any other person which takes over the
administration of that rate), or a comparable or successor rate which rate is approved by the Administrative Agent, as published
on the applicable Bloomberg screen page BBSY (or such other commercially available source providing such quotations as may be designated
by the Administrative Agent from time to time) at or about 10:30 a.m. (Melbourne, Australia time) on the Rate Determination Date
with a term equivalent to such Interest Period; and (B) if the rate described in sub-paragraph (A) above is not available, the
sum of 0.05% per annum and the Australian Bank Bill Swap Reference Rate administered by the Australian Financial Markets Association
(or any other person which takes over the administration of that rate), or a comparable or


 




    17 


     


    

 


 


successor rate which
rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page BBSW (or such other commercially
available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 10:30
a.m. (Melbourne, Australia time) on the Rate Determination Date with a term equivalent to such Interest Period; provided,
that, in the case of a Eurocurrency Rate Loan denominated in Australian Dollars with an Interest Period of less than one month,
such rate shall be the rate per annum equal to the average bid rate published at or about 10:30 a.m. (Melbourne, Australia time)
on the first Business Day of such Interest Period on the applicable Bloomberg screen page under the heading “BBSY”
for bills having a tenor approximately as close as possible the length of such Interest Period (for clarification, for an Interest
Period of not less than seven days or more than thirty days, that tenor will be taken to be one month);


 


(iv)          in
the case of any other Eurocurrency Rate Loan denominated in a Non-LIBOR Quoted Currency (other than those specified above), the
rate designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative
Agent and the Lenders pursuant to Section 1.06; and


 


(b)          for
any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate, at about 11:00
a.m., London time determined two Business Days prior to such date for Dollar deposits for a term of one month commencing that day;


 


provided
that (i) to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved
rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market
practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied as otherwise reasonably
determined by the Administrative Agent and (ii) if the Eurocurrency Rate shall be less than zero, such rate shall be deemed zero
for purposes of this Agreement.


 


“Eurocurrency
Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurocurrency Rate.”
Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative Currency. All Loans denominated in an Alternative Currency
(other than Canadian Prime Rate Loans) must be Eurocurrency Rate Loans.


 


“Event of Default”
has the meaning specified in Section 8.01.


 


“Excluded Property”
means, with respect to any Loan Party, (a) any owned or leased real property, (b) unless otherwise agreed in writing by the Company
and the Administrative Agent, any IP Rights (i) for which a perfected Lien thereon is not effected either by filing of a Uniform
Commercial Code financing statement, a PPSA financing statement or by appropriate evidence of such Lien being filed in either the
United States Copyright Office, the United States Patent and Trademark Office or the Canadian Intellectual Property Office or (ii)
that consist of any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment
to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant
of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable
U.S. federal Law, (c) unless otherwise agreed in writing by the Company and the Administrative Agent, any personal property (in
the case of the UCC) or any property (in the case of the PPSA), in each case other than property described in clause (b) above,
for which the attachment or perfection of a Lien thereon is not governed by the Uniform Commercial Code or the PPSA, as applicable,
(d) any motor vehicles and other assets subject to certificates of title that any Loan Party takes interests in (whether as consignee
or


 




    18 


     


    

 


 


purchaser) for the purposes
of selling at auction, to the extent that a security interest therein cannot be perfected by filing a Uniform Commercial Code or
PPSA financing statement, (e) letter of credit rights (other than to the extent such rights can be perfected by filing a Uniform
Commercial Code or a PPSA financing statement), (f) “margin stock” (within the meaning of Regulation U of the
FRB) and pledges and security interests prohibited by applicable Law, rule or regulation or agreements with any Governmental Authority
or which would require governmental (including regulatory) consent, approval, license or authorization to provide such security
interest unless such consent, approval, license or authorization has been received, in each case, after giving effect to the applicable
anti-assignment provisions of the Uniform Commercial Code or the PPSA or other applicable Law, (g) any Equity Interests of a Person
to the extent that, and for so long as (i) such Equity Interests constitute less than 100% of all Equity Interests of such Person,
and the Person or Persons holding the remainder of such Equity Interests are not the Company or its Subsidiaries and (ii) the granting
of a security interest in such Equity Interests in favor of the Administrative Agent are not permitted by the terms of such issuing
Person’s Organization Documents or otherwise require the consent of a Person or Persons who are not Subsidiaries of the Company
(other than any approval or consent that may be required from the board of directors or shareholders of any Canadian Subsidiary
pursuant to its constating documents), other than to the extent that any such law, rule, regulation, term, prohibition, restriction
or condition would be rendered ineffective pursuant to the Uniform Commercial Code, the PPSA or any other applicable Law (including
Debtor Relief Laws) or principles of equity, (h) deposit accounts, securities accounts, commodities accounts and other similar
accounts maintained for the sole purpose of funding payroll obligations, employee benefit or health benefit obligations, tax obligations,
escrow arrangements or holding funds owned by Persons other than the Company or any Subsidiary, (i) the Equity Interests of any
direct International Subsidiary (other than a Canadian Subsidiary) of any Loan Party to the extent not required to be pledged to
secure the Obligations pursuant to Section 6.14(a), (j) any property which, subject to the terms of Section 7.09,
is subject to a Lien of the type described in Section 7.01(i) pursuant to documents which prohibit such Loan Party from
granting any other Liens in such property, (k) any General Intangible (as defined in the Uniform Commercial Code), permit, lease,
license, contract or other Instrument (as defined in the Uniform Commercial Code) of any Loan Party to the extent the grant of
a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated
by any Collateral Document, under the terms thereof or under applicable Law, is prohibited and would result in the termination
thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Loan Party’s rights,
titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided that (1) any
such limitation described in this clause (k) shall only apply to the extent that  any such prohibition would not be rendered
ineffective pursuant to the Uniform Commercial Code, the PPSA or any other applicable Law (including Debtor Relief Laws) or principles
of equity and (2) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained
in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit
any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement
for such consent, a security interest in such General Intangible, permit, lease, license, contract or other Instrument shall be
automatically shall be included as “Collateral”, and (l) any assets of such Loan Party as to which the Administrative
Agent and the Company agree in writing (including by e-mail) that the cost, burden or consequences (including adverse tax consequences)
of obtaining or perfecting a security interest in such assets is excessive in relation to the value of such assets as Collateral.


 


“Excluded Subsidiary”
means (a) any Immaterial Subsidiary, (b) any Subsidiary that (i) is not permitted by applicable Law to provide the Guaranty, (ii)
would require governmental (including regulatory) consent, approval, license or authorization to provide the Guaranty, unless
such consent, approval, license or authorization has been obtained (it being understood there is no obligation to obtain the same),
(iii) is a non-Wholly-Owned Subsidiary, (iv) is a captive insurance company or (v) is a not-for- 






    19 


     


    

 


profit Subsidiary, (c) any
CFC, any U.S. Subsidiary all or substantially all of the assets of which consist of the Equity Interests of one or more CFCs, or
any U.S. Subsidiary that is a Subsidiary of a CFC, in each case pursuant to this clause (c), except to the extent that the Administrative
Agent and the Company have mutually agreed in writing (including by email) that the cost of, or the adverse tax consequences to
the Company and its Subsidiaries as a result of, obtaining the Guaranty of such Subsidiary would not be excessive in light of the
practical benefits to the Lenders afforded thereby.


 


“Excluded Swap
Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of
the Guaranty of such Loan Party of, or the grant under a Loan Document by such Loan Party of a security interest to secure, such
Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act (or the application or official
interpretation thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant”
as defined in the Commodity Exchange Act (determined after giving effect to Section 10.08 and any and all guarantees of
such Loan Party’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Loan Party, or grant by such Loan
Party of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master
Agreement governing more than one Swap Contract, such exclusion shall apply to only the portion of such Swap Obligation that is
attributable to Swap Contracts for which such Guaranty or security interest is or becomes illegal.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment
to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes,
in each case, (i) imposed as a result of such Recipient being organized under the Laws of, or having its principal office or, in
the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof)
or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable
to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect
on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request
by the Company under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that,
pursuant to Section 3.01(a)(ii), 3.01(a)(iii) or 3.01(f), amounts with respect to such Taxes were payable
either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before
it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(h),
(d) any Taxes compensated for under Section 3.01(b)(ii) (or would have been compensated for under that paragraph but was
not so compensated solely because one of the exceptions in Section 3.01(b)(iii) applied) and (e) any U.S. federal withholding
Taxes imposed pursuant to FATCA.


 


“Existing Letters
of Credit” means letters of credit set forth on Schedule 1.01.


 


“Facility Office”
means, with respect to any Lender, the office through which such Lender will perform its obligations under this Agreement.         


 


“Facility Termination
Date” means the date as of which all of the following shall have occurred: (a) all Commitments have terminated,
(b) all Obligations arising under the Loan Documents have been paid in full (other than contingent indemnification obligations
for which no claim has been asserted), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit that
have been Cash Collateralized).


 




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“FASB ASC”
means the Accounting Standards Codification of the Financial Accounting Standards Board.


 


“FATCA”
means Sections 1471 through 1474 of the Internal Revenue Code, as of the Closing Date (or any amended or successor version that
is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations
thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, and any intergovernmental agreements
implementing the foregoing.


 


“Federal Funds
Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding
such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate
is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward,
if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by
the Administrative Agent.


 


“Fee Letter”
means the letter agreement, dated October 4, 2016 among the Company, the Administrative Agent and MLPFS.


 


“Foreign Credit
Facilities Bank” means any Lender, the Administrative Agent or any Affiliate thereof that is a party to a Secured Foreign
Credit Facility and with respect to which a Secured Party Designation Notice has been delivered to the Administrative Agent (unless
such Foreign Credit Facilities Bank is the Administrative Agent or an Affiliate thereof) prior to the execution and delivery of
such Secured Foreign Credit Facility.


 


“Foreign Lender”
means (a) with respect to a Borrower that is a U.S. Person, a Lender that is not a U.S. Person, and (b) with respect to a Borrower
that is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which such
Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District
of Columbia shall be deemed to constitute a single jurisdiction.


 


“Foreign Plan”
means any employee benefit plan (other than an Canadian Plan) maintained by the Company or any of its Subsidiaries that is mandated
or governed by any Law, rule or regulation of any Government Authority other than the United States, any state thereof or any other
political subdivision thereof.


 


“FRB”
means the Board of Governors of the Federal Reserve System of the United States.


 


“Fronting Exposure”
means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable
Percentage of the Outstanding Amount of all outstanding L/C Obligations other than L/C Obligations as to which such Defaulting
Lender’s participation obligation has been reallocated to other Revolving A Lenders or Cash Collateralized in accordance
with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing
Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated
to other Revolving A Lenders in accordance with the terms hereof.


 


“Fund”
means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary course of its activities.


 




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“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board, consistently applied.


 


“Governmental
Authority” means the government of the United States, Canada or any other nation, or of any political subdivision thereof,
whether state, provincial, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining
to government (including the Financial Conduct Authority, the Prudential Regulation Authority, any supra-national bodies such as
the European Union or the European Central Bank).


 


“Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect
of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of
the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee
in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss
in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation
of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount
equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee
is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.


 


“Guarantors”
means, collectively, (a) each Subsidiary of the Company identified as a “Guarantor” on the signature pages hereto and
not otherwise designated as a “Borrower” on the signature pages hereto, (b) each Person that joins as a Guarantor pursuant
to Section 6.13 or otherwise, (c) with respect to (i) all Obligations of each Designated Borrower, (ii) all Obligations
of any Subsidiary of the Company under any Secured Hedge Agreement, (iii) all Obligations of any Subsidiary of the Company under
any Secured Cash Management Agreement, (iv) all Swap Obligations of each Specified Loan Party (determined before giving effect
to Sections 10.01 and 10.08) under the Guaranty and (v) all Obligations of any Subsidiary of the Company under any
Secured Foreign Credit Facility, the Company, (d) with respect to (i) all Obligations of the Company and each other Designated
Borrower, (ii) all Obligations of the Company or any other Subsidiary under any Secured Hedge Agreement, (iii) all Obligations
of the Company or any other Subsidiary under any Secured Cash Management Agreement, (iv) all Swap Obligations of each Specified
Loan Party (determined before giving effect to Sections 10.01 and 10.08) under the Guaranty and (v) all Obligations
of any other Subsidiary of the Company under any Secured Foreign Credit Facility, each Designated Borrower and (e) the successors
and permitted assigns of the foregoing.


 


“Guaranty”
means the Guaranty made by the Guarantors in favor of the Administrative Agent and the other holders of the Obligations pursuant
to Article X.


 




    22 


     


    

 


“Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious
or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.


 


“Hedge Bank”
means any Person that (i) at the time it enters into a Swap Contract, is a Lender or the Administrative Agent or an Affiliate of
a Lender or the Administrative Agent, (ii) in the case of any Swap Contract in effect on or prior to the Closing Date, is, as of
the Closing Date or within 30 days thereafter, a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative
Agent and a party to a Swap Contract or (iii) within 30 days after the time it enters into the applicable Swap Contract, becomes
a Lender, the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, in each case, in its capacity as a
party to such Swap Contract; provided, in the case of a Secured Hedge Agreement with a Person who is no longer a Lender
(or Affiliate of a Lender), such Person shall be considered a Hedge Bank only through the stated termination date (without extension
or renewal) of such Secured Hedge Agreement.


 


“Honor Date”
has the meaning set forth in Section 2.03(c).


 


“Hostile Acquisition”
means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such
Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing
body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval
has been withdrawn.


 


“IFRS”
means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant
financial statements delivered under or referred to herein.


 


“Immaterial Subsidiary”
means any Subsidiary that is not a Material Subsidiary.


 


“Incremental Facility
Amendment” has the meaning specified in Section 2.16.


 


“Incremental Facility
Loans” has the meaning specified in Section 2.16.


 


“Incremental Request”
has the meaning specified in Section 2.16.


 


“Incremental Revolving
Commitments” has the meaning specified in Section 2.16.


 


“Incremental Revolving
Loans” has the meaning specified in Section 2.16.


 


“Incremental Term
Facility” has the meaning specified in Section 2.16.


 


“Incremental Term
Loans” has the meaning specified in Section 2.16.


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness
or liabilities in accordance with GAAP:


 


(a)          all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;


 




    23 


     


    

 


(b)          the
maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances, bank
guaranties, surety bonds and similar instruments issued by or for the account of such Person;


 


(c)          the
Swap Termination Value of any Swap Contract;


 


(d)          all
obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the
ordinary course of business and any earn-out obligation until such obligation becomes a liability on the balance sheet of the Company
and its Subsidiaries in accordance with GAAP and if not paid when due and payable);


 


(e)          indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed
by such Person or is limited in recourse;


 


(f)          all
Attributable Indebtedness of such Person;


 


(g)          all
obligations of such Person in respect of Disqualified Equity Interests of such Person;


 


(h)          all
Guarantees of such Person in respect of any of the foregoing; and


 


(i)          all
Indebtedness of the types referred to in clauses (a) through (h) above of any partnership or joint venture (other than a joint
venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer,
unless such Indebtedness is expressly made non-recourse to such Person;


 


provided that the term
“Indebtedness” shall not include (i) deferred or prepaid revenue, (ii) purchase price holdbacks in respect of a portion
of the purchase price of an asset to satisfy warranty or other unperformed obligations of the seller, and (iii) accrued expenses. 
For all purposes hereof, the Indebtedness of the Company and its Wholly-Owned Subsidiaries shall exclude intercompany liabilities
arising from their cash management and accounting operations and intercompany loans, advances or Indebtedness among the Company
and its Wholly-Owned Subsidiaries having a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made
in the ordinary course of business.


 


“Indemnified Taxes”
means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of
any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.


 


“Indemnitee”
has the meaning specified in Section 11.04(b).


 


“Indian Facilities”
means the line of credit and other extensions of credit provided by a Foreign Credit Facilities Bank to one or more Wholly-Owned
Subsidiaries of the Company that are incorporated under the laws of India, in an aggregate principal amount not to exceed $5,000,000
at any time outstanding.


 


“Information”
has the meaning specified in Section 11.07.


 




    24 


     


    

 


“Intercreditor
Agreement” means any intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent,
among the Administrative Agent and the holders of the Long-Term Financing (or their authorized representative).


 


“Interest Payment
Date” means (a) as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for a Eurocurrency Rate Loan exceeds three months,
the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates;
and (b) as to any Base Rate Loan or any Canadian Prime Rate Loan (including a Swing Line Loan), the last Business Day of each March,
June, September and December and the Maturity Date.


 


“Interest Period”
means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted
to or continued as a Eurocurrency Rate Loan and ending on the date one week or one, two, three or six months thereafter (in each
case, subject to availability), as selected by the applicable Borrower in its Loan Notice; provided that:


 


(a)          any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business
Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding
Business Day;


 


(b)          any
Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end
of such Interest Period; and


 


(c)          no
Interest Period shall extend beyond the Maturity Date;


 


provided, further,
that, in the case of a Eurocurrency Rate Loan denominated in Australian Dollars only, if the Administrative Agent agrees, the relevant
Australian Borrower may select an Interest Period which ends on a day other than the last day of a month (but no more than five
days before or after the last day of the relevant month), where necessary to ensure that the Interest Period is in the same half
month maturity pool used by Australian market convention for determining rates that would have applied had the selection of either
or both of the maturity pool or the selection of the Interest Period not followed a modified following business day convention.


 


“Internal Revenue
Code” means the United States Internal Revenue Code of 1986.


 


“International
Loan Party” means any Loan Party other than a U.S. Borrower or a U.S. Guarantor.


 


“International
Subsidiary” means any Subsidiary that is not a U.S. Subsidiary.


 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption
of Indebtedness of, or purchase or other acquisition of any other Indebtedness or equity participation or interest in, another
Person, including any partnership or joint venture interest in such other Person (excluding, in the case of the Company and its
Wholly-Owned Subsidiaries, intercompany loans, advances, or Indebtedness among the Company and its Wholly-Owned Subsidiaries having
a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business),
or (c) an Acquisition. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such Investment.


 




    25 


     


    

 


“IP Rights”
has the meaning specified in Section 5.17.


 


“IRS”
means the United States Internal Revenue Service.


 


“IronPlanet”
means IronPlanet Holdings, Inc., a Delaware corporation, and its Subsidiaries.


 


“IronPlanet Acquisition”
means the Acquisition of IronPlanet pursuant to the terms of the IronPlanet Acquisition Agreement.


 


“IronPlanet Acquisition
Agreement” means that certain Agreement and Plan of Merger, dated as of August 29, 2016 among the Company, Topaz Mergersub,
Inc., IronPlanet Holdings, Inc., a Delaware corporation, and Fortis Advisors LLC, as representative for the indemnifying security-holders
referred to therein, and all exhibits, schedules and annexes thereto.


 


“IronPlanet Acquisition
Closing Date” means the date that the IronPlanet Acquisition is consummated.


 


“IronPlanet Guarantors”
means IronPlanet Holdings, Inc. and any Subsidiary of IronPlanet Holdings, Inc. in existence on the IronPlanet Acquisition Closing
Date that is required to become a Guarantor pursuant to Section 6.13.


 


“ISP”
means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute
of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).


 


“Issuer Documents”
means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument
entered into by the L/C Issuer and the Company (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of
Credit.


 


“ITA”
means the United Kingdom Income Tax Act 2007.


 


“Japanese Borrower”
means any Borrower organized under the Laws of Japan. As of the Closing Date, Ritchie Bros. Properties Japan KK and Ritchie Bros.
Auctioneers (Japan) Kabushiki Kaisha are Japanese Borrowers.


 


“Joinder Agreement”
means a joinder agreement substantially in the form of Exhibit 6.13 executed and delivered by a Subsidiary in accordance
with the provisions of Section 6.13 or any other documents as the Administrative Agent shall deem appropriate and reasonably
request for such purpose.


 


“Judgment Currency”
has the meaning specified in Section 11.19.


 


“Junior Financing”
means Indebtedness of a Loan Party that is secured by the Collateral on a junior–priority basis with the Obligations or subordinated
to the Obligations expressly by its terms (other than intercompany Indebtedness), in each case pursuant to an intercreditor agreement
or subordination agreement on terms reasonably acceptable to the Administrative Agent.


 


“Laws”
means, collectively, all international, foreign, federal, state, provincial, territorial and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration
thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental
Authority, in each case whether or not having the force of Law.


 




    26 


     


    

 


“L/C Advance”
means, with respect to each Revolving A Lender, such Revolving A Lender’s funding of its participation in any L/C Borrowing
in accordance with its Applicable Percentage. All L/C Advances shall be denominated in Dollars.


 


“L/C Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when
made or refinanced as a Borrowing of Revolving A Loans. All L/C Borrowings shall be denominated in Dollars.


 


“L/C Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.


 


“L/C Issuer”
means (i) Bank of America, through itself or through one of its designated Affiliates or branch offices, (ii) Royal Bank of Canada,
through itself or through one of its designated Affiliates or branch offices and/or (iii) each other Lender selected by the Company
as an L/C Issuer, with such selection to be agreed to by such Lender in its sole discretion and approved by the Administrative
Agent (such approval not to be unreasonably withheld, conditioned or delayed), in each case, in its capacity as issuer of Letters
of Credit hereunder, with each of their respective successors in such capacity. In the event there is more than one L/C Issuer
at any time, references herein and in the other Loan Documents to the L/C Issuer shall be deemed to refer to the L/C Issuer in
respect of the applicable Letter of Credit or to all L/C Issuers, as the context requires.


 


“L/C Obligations”
means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus
the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn
under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. For
all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding”
in the amount so remaining available to be drawn.


 


“Lead Arranger”
means each of MLPFS and Royal Bank of Canada in its capacity as joint lead arranger and joint bookrunner.


 


“Lenders”
means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a
“Lender” in accordance with this Agreement and their successors and assigns, in each case, other than any such Person
that ceases to be a party hereto pursuant to an Assignment and Assumption, and, unless the context requires otherwise, includes
the Swing Line Lender.


 


“Lending Office”
means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire,
or such other office or offices as a Lender may from time to time notify the Company and the Administrative Agent, which office
may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context
otherwise requires each reference to a Lender shall include its applicable Lending Office.


 


“Letter of Credit”
means (a) any letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder
and shall include the Existing Letters of Credit and (b) any bank guaranty to secure the payment of financial obligations (or the
performance of non-financial obligations) of the Company or any Subsidiary. A Letter of Credit may be a commercial letter of credit,
a standby letter of credit or bank guaranty. Letters of Credit may be issued in Dollars or in an Alternative Currency. Notwithstanding
anything to the contrary contained herein, a letter of credit or bank guaranty issued by an L/C Issuer other than Bank of America
(or a designated Affiliate thereof) shall not be a


 




    27 


     


    

 


“Letter of Credit”
for purposes of the Loan Documents until such time as the Administrative Agent has been notified of the issuance thereof by the
applicable L/C Issuer and has confirmed availability under the Aggregate Revolving A Commitments and the Letter of Credit Sublimit
with the applicable L/C Issuer.


 


“Letter of Credit
Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from
time to time in use by the L/C Issuer.


 


“Letter of Credit
Expiration Date” means the day that is five days prior to the Maturity Date then in effect (or, if such day is not a
Business Day, the next preceding Business Day).


 


“Letter of Credit
Fee” has the meaning specified in Section 2.03(h).


 


“Letter of Credit
Sublimit” means an amount equal to $75,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the
Aggregate Revolving A Commitments.


 


“LIBOR”
has the meaning specified in the definition of Eurocurrency Rate.         


 


“LIBOR Quoted
Currency” means Dollars, Euro, Sterling and Yen, in each case as long as there is a published LIBOR rate with respect
thereto.


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or
preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or
nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance
on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).


 


“Loan”
means an extension of credit by a Lender to a Borrower under Article II in the form of a Revolving A Loan, Revolving B Loan,
Swing Line Loan or the Delayed-Draw Term Loan, and shall include, as the context requires, any Incremental Facility Loan.


 


“Loan Documents”
means this Agreement, each Note, each Issuer Document, each Joinder Agreement, each Designated Borrower Joinder Agreement, the
Collateral Documents, any Autoborrow Agreement, each Incremental Facility Amendment, the Intercreditor Agreement (if any), the
Fee Letter (but specifically excluding Secured Hedge Agreements, Secured Cash Management Agreements and Secured Foreign Credit
Facilities) and any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14.


 


“Loan Notice”
means a notice of (a) a Borrowing of Loans (other than Swing Line Loans), (b) a conversion of Loans from one Type to the other,
or (c) a continuation of Eurocurrency Rate Loans, in each case pursuant to Section 2.02(a), which shall be substantially
in the form of Exhibit 2.02 or such other form as may be approved by the Administrative Agent (including any form on an
electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately completed
and signed by a Responsible Officer of a Borrower.


 


“Loan Parties”
means, collectively, each Borrower and each Guarantor.


 


“Long-Term Financing”
means secured or unsecured Indebtedness of the Company consisting of term loans or debt securities (including private placement
notes) in an aggregate principal amount not to exceed $600,000,000 that has been incurred solely for purposes of financing the
IronPlanet Acquisition and related transactions; provided that if such Indebtedness is secured by Liens on assets of the
Company or any of its Subsidiaries (other than, in the case of debt securities issued into escrow, Liens on the proceeds of such
debt securities and any cash or Cash Equivalents consisting of prefunded accrued interest in respect of such debt securities),
it shall be subject to an Intercreditor Agreement in form and substance reasonably satisfactory to the Administrative Agent.


 




    28 


     


    

 


“Mandatory Cost”
means any amount incurred periodically by any Lender during the term of this Agreement which constitutes fees, costs or charges
imposed on lenders generally in the jurisdiction in which such Lender is domiciled, subject to regulation or has its Facility Office
by any Governmental Authority.


 


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


 


“Material Adverse
Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties
or financial condition of the Company and its Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies
of the Administrative Agent or the Lenders under the Loan Documents or of the ability of the Loan Parties, taken as a whole, to
perform their payment obligations under the Loan Documents; or (c) a material adverse effect upon the legality, validity, binding
effect or enforceability against any Loan Party of the Loan Documents to which it is a party.


 


“Material Subsidiary”
means (a) each Loan Party and (b) each Subsidiary of the Company whose working capital plus fixed assets represent 5% or
more of the consolidated working capital plus consolidated fixed assets of the Company and its Subsidiaries, on a consolidated
basis.


 


“Maturity Date”
means October 27, 2021; provided, however, that if such date is not a Business Day, the Maturity Date shall be the
next preceding Business Day.


 


“Minimum Collateral
Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided
to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 105% of the Fronting Exposure
of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting
of cash or deposit account balances provided in accordance with the provisions of Section 2.14(a)(i), (a)(ii) or
(a)(iii), an amount equal to 105% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined
by the Administrative Agent and the L/C Issuer in their sole discretion.


 


“Minimum Guaranty
Requirement” has the meaning specified in Section 6.13.


 


“MLPFS”
Merrill Lynch, Pierce, Fenner & Smith, Incorporated (or any other registered broker-dealer wholly-owned by Bank of America
Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment
banking, commercial lending services or related businesses may be transferred following the date of this Agreement), in its capacity
as joint lead arranger and joint bookrunner.


 


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


 


“Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Company or any
ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated
to make contributions.


 




    29 


     


    

 


“Multiple Employer
Plan” means a Plan which has two or more contributing sponsors (including the Company or any ERISA Affiliate) at least
two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.


 


“Net Cash Proceeds”
means the aggregate cash or Cash Equivalents proceeds received by any Loan Party or any Subsidiary in respect of any Disposition,
Debt Issuance or Recovery Event, net of (a) costs incurred in connection therewith (including legal, accounting and investment
banking fees, sales commissions, survey costs, title insurance premiums, and related search and recording charges, transfer taxes,
deed or mortgage recording taxes, other related expenses and brokerage, consultant and other customary fees), (b) taxes paid or
payable as a result thereof, (c) in the case of any Disposition or any Recovery Event, the amount necessary to retire any Indebtedness
secured by a Permitted Lien (ranking senior to any Lien of the Administrative Agent) on the related property; (d) in the case of
a Disposition or Recovery Event or similar proceeding, (i) any funded escrow established pursuant to the documents evidencing any
Disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such Disposition;
provided that the amount of any subsequent reduction of such escrow (other than in connection with a payment in respect of any
such liability) shall be deemed to be Net Cash Proceeds occurring on the date of such reduction solely to the extent that the Company
or any Subsidiary receives cash in an amount equal to the amount of such reduction, and (ii) the amount of any liabilities directly
associated with such asset and retained by the Company or any Subsidiary and (e) the amount of any reserves established by the
Company or any Subsidiary to fund contingent liabilities reasonably estimated to be payable, that are associated with such event,
provided that any reduction at any time in the amount of any such reserves (other than as a result of payments made in respect
thereof) shall be deemed to constitute the receipt by the Company at such time of Net Cash Proceeds in the amount of such reduction;
it being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents received upon the sale or other
disposition of any non-cash consideration received by any Loan Party or any Subsidiary in any Disposition, Debt Issuance or Recovery
Event.


 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all
Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required
Lenders.


 


“Non-Defaulting
Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.


 


“Non-LIBOR Quoted
Currency” means any currency other than a LIBOR Quoted Currency. As of the Closing Date, the Non-LIBOR Quoted Currencies
are Canadian Dollars and Australian Dollars.


 


“North American
Loan Party” means any Canadian Borrower, Canadian Guarantor, U.S. Borrower or U.S. Guarantor.


 


“Note”
has the meaning specified in Section 2.11(a).


 


“Obligations”
means with respect to each Loan Party (i) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan
Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, (ii) all obligations of any Loan
Party or any Subsidiary owing to a Cash Management Bank or a Hedge Bank in respect of Secured Cash Management Agreements
or Secured Hedge Agreements and (iii) all obligations of any Loan Party or any Subsidiary owing to a Foreign Credit Facilities
Bank in respect of Secured Foreign Credit Facilities, in each case identified in clauses (i), (ii) and (iii) whether direct or
indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising
and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest
and fees are allowed claims in such proceeding; provided, however, that the “Obligations” of a Loan Party
shall exclude any Excluded Swap Obligations with respect to such Loan Party.


 




    30 


     


    

 


“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.


 


“Organization
Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws
(or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited
liability company, the certificate or articles of formation or organization and operating agreement or limited liability company
agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction); (c) with respect to any partnership,
joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation
or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction) and (d) with respect to
all entities, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization
with the applicable Governmental Authority in the jurisdiction of its formation or organization (or equivalent or comparable documents
with respect to any non-U.S. jurisdiction).


 


“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such
Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 3.06).


 


“Outstanding Amount”
means (a) with respect to any Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of any Loans occurring on such date; and (b) with respect to
any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such
date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the
L/C Obligations as of such date, including as a result of any reimbursements by the Borrowers of Unreimbursed Amounts.


 


“Overnight Rate”
means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate
and (ii) an overnight rate determined by the Administrative Agent, the L/C Issuer, or the Swing Line Lender, as the case may
be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in
an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in
an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day
by a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such
interbank market.


 


“Participant”
has the meaning specified in Section 11.06(d).


 




    31 


     


    

 


“Participant Register”
has the meaning specified in Section 11.06(d).


 


“Participating
Member State” means any member state of the European Union that has the Euro as its lawful currency in accordance with
legislation of the European Union relating to Economic and Monetary Union.


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension Act”
means the Pension Protection Act of 2006.


 


“Pension Funding
Rules” means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions (including any
installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of
the Pension Act, Section 412 of the Internal Revenue Code and Section 302 of ERISA, each as in effect prior to the Pension Act
and, thereafter, Section 412, 430, 431, 432 and 436 of the Internal Revenue Code and Sections 302, 303, 304 and 305 of ERISA.


 


“Pension Plan”
means any employee pension benefit plan (including a Multiple Employer Plan (other than a Multiemployer Plan)) that is maintained
or is contributed to by the Company and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum
funding standards under Section 412 of the Internal Revenue Code.


 


“Permitted Acquisition”
means (a) the IronPlanet Acquisition and (b) any other Acquisition (other than a Hostile Acquisition) by any Loan Party or any
Subsidiary, provided that, in the case of this clause (b), (i) no Event of Default shall have occurred and be continuing
on the date of consummation of such Acquisition or would result from such Acquisition, (ii) the Company is in compliance with Section
7.07 upon giving effect to such Acquisition, and (iii) the Company shall have delivered to the Administrative Agent a Pro Forma
Compliance Certificate demonstrating that the Loan Parties would be in compliance on a Pro Forma Basis with the financial covenants
set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which
the Company has delivered financial statements pursuant to Section 6.01(a) or (b) (or, if prior to the first such
delivery after the Closing Date, as of June 30, 2016) on a Pro Forma Basis.


 


“Permitted Liens”
means, at any time, Liens in respect of property of any Loan Party or any Subsidiary permitted to exist at such time pursuant to
the terms of Section 7.01.


 


“Permitted
Transfers” means (a) Dispositions of inventory in the ordinary course of business; (b) Dispositions of machinery
and equipment no longer used or useful in the conduct of business of the Loan Parties and their Subsidiaries that are
Disposed of in the ordinary course of business; (c) Dispositions of property to the Company or any Subsidiary; provided,
that (i) if the transferor of such property is a North American Loan Party then the transferee thereof must be a North
American Loan Party and (ii) if the transferor of such property is a Loan Party that is not a North American Loan Party then
the transferee thereof must be a Loan Party; (d) Dispositions of accounts receivable in connection with the collection or
compromise thereof; (e) licenses, sublicenses, leases or subleases granted to others (including licenses of IP Rights), and
terminations thereof not interfering in any material respect with the business of the Company and its Subsidiaries; (f) the
sale or Disposition of cash and Cash Equivalents for fair market value; (g) Dispositions of obsolete or worn-out equipment,
whether now owned or hereafter acquired, in the ordinary course of business; (h) the abandonment of IP Rights no longer used
or useful in the conduct of the business of the Company or any of its Subsidiaries; (i) Dispositions of property to the
extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or
(ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement
property; (j) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02, 7.04
and 7.06 (in each case other than by reference to Section 7.05); (k) the surrender or waiver of contractual
rights and settlement or waiver of contractual or litigation claims by the Company or any Subsidiary in the ordinary course
of business; (l) the unwinding of any Swap Contract pursuant to its terms; (m) Dispositions of Investments in joint
ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties
set forth in joint venture arrangements and similar binding arrangements; (n) the issuance or sale of shares of any
Subsidiary’s Equity Interests to qualify directors if required by applicable Law; and (o) Dispositions of property or
assets subject to a Recovery Event.


 






    32 


     


    

 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Plan”
means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees
of the Company or any ERISA Affiliate or any such Plan to which the Company or any ERISA Affiliate with respect to which the Company
may have liability (other than a Multiempoyer Plan) is required to contribute on behalf of any of its employees other than a Multiemployer
Plan.


 


“Platform”
has the meaning specified in Section 6.02.


 


“PPSA”
means the Personal Property Security Act (Ontario); provided that, if perfection or the effect of perfection or non-perfection
or the priority of any security interest in any Collateral is governed by the Personal Property Security Act as in effect in a
Canadian jurisdiction other than the Province of Ontario, or the Civil Code of Quebec, “PPSA” means the Personal Property
Security Act as in effect from time to time in such other jurisdiction or the Civil Code of Quebec, as applicable, for purposes
of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.


 


“Pro Forma Basis”
means, with respect to compliance with any financial test, covenant or ratio hereunder, the determination or calculation of such
test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.11.


 


“Pro Forma Compliance
Certificate” means a certificate of a Responsible Officer of the Company containing reasonably detailed calculations
of the financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters
most recently ended for which the Company has delivered financial statements pursuant to Section 6.01(a) or (b) (or,
if prior to the first such delivery after the Closing Date, as of June 30, 2016) after giving effect to the applicable transaction
on a Pro Forma Basis.


 


“Public Lender”
has the meaning specified in Section 6.02.


 


“Qualified ECP
Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time
as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an
“eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Rate Determination
Date” means two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally
treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided
that to the extent such market practice is not administratively feasible for the Administrative Agent, such other day as otherwise
reasonably determined by the Administrative Agent).


 




    33 


     


    

 


“Recipient”
means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of
any obligation of any Loan Party hereunder.


 


“Recovery Event”
means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan
Party or any Subsidiary.


 


“Register”
has the meaning specified in Section 11.06(c).


 


“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,
administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.


 


“Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been
waived.


 


“Request for Credit
Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice, (b) with respect
to an L/C Credit Extension, a Letter of Credit Application, (c) with respect to a U.S. Swing Line Loan at any time a U.S. Autoborrow
Agreement is not in effect, a U.S. Swing Line Loan Notice and (d) with respect to a Canadian Swing Line Loan at any time a Canadian
Autoborrow Agreement is not in effect, a Canadian Swing Line Loan Notice.


 


“Required Lenders”
means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders.
The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided
that the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed
to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing
Line Lender or L/C Issuer, as the case may be, in making such determination.


 


“Resignation Effective
Date” has the meaning specified in Section 9.06.


 


“Responsible Officer”
means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, vice president, general
counsel, secretary, assistant secretary, managing director or controller of a Loan Party, and, solely for purposes of the delivery
of incumbency certificates, the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given
pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing
officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or
pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that
is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have
acted on behalf of such Loan Party. To the extent requested by the Administrative Agent, each Responsible Officer will provide
an incumbency certificate and appropriate authorization documentation, in form and substance reasonably satisfactory to the Administrative
Agent.


 


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests of
the Company or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund
or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of
any such Equity Interests or on account of any return of capital to the Company’s or such Subsidiary’s stockholders,
partners or members (or the equivalent Person thereof), or any option, warrant or other right to acquire any such dividend or other
distribution or payment.


 




    34 


     


    

 


“Revaluation Date”
means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated
in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency
pursuant to Section 2.02, and (iii) such additional dates as the Administrative Agent shall determine or the Required
Lenders shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance,
amendment and/or extension of a Letter of Credit denominated in an Alternative Currency, (ii) each date of any payment by
the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, (iii) in the case of all Existing Letters of
Credit denominated in Alternative Currencies, the Closing Date, and (iv) such additional dates as the Administrative Agent or the
L/C Issuer shall determine or the Required Lenders shall require.


 


“Revolving A Commitment”
means, as to each Revolving A Lender, its obligation to (a) make Revolving A Loans to the Borrowers pursuant to Section 2.01,
(b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal
amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Revolving A Lender’s name on Schedule
2.01 or in the Assignment and Assumption pursuant to which such Revolving A Lender becomes a party hereto or in any documentation
executed by such Lender pursuant to Section 2.16, as applicable as such amount may be adjusted from time to time in accordance
with this Agreement. Revolving A Commitments shall include any Incremental Revolving Commitment in the form of additional Revolving
A Commitments.


 


“Revolving A Credit
Exposure” means, as to any Revolving A Lender at any time, the aggregate Outstanding Amount at such time of its Revolving
A Loans and its participation in L/C Obligations and Swing Line Loans at such time.


 


“Revolving A Lender”
any Person that has a Revolving A Commitment or a portion of the Total Revolving A Outstandings, and its successors and assigns
and, unless the context requires otherwise, includes the Swing Line Lender.


 


“Revolving A Loan”
has the meaning specified in Section 2.01(a).


 


“Revolving B Commitment”
means, as to each Revolving B Lender, its obligation to make Revolving B Loans to the Borrowers pursuant to Section 2.01,
in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Revolving
B Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Revolving B Lender becomes
a party hereto or in any documentation executed by such Lender pursuant to Section 2.16, as applicable as such amount may
be adjusted from time to time in accordance with this Agreement. Revolving B Commitments shall include any Incremental Revolving
Commitment in the form of additional Revolving B Commitments.


 


“Revolving B Credit
Exposure” means, as to any Revolving B Lender at any time, the aggregate Outstanding Amount at such time of its Revolving
B Loans.


 


“Revolving B Lender”
any Person that has a Revolving B Commitment or a portion of the Total Revolving B Outstandings, and its successors and assigns
and, unless the context requires otherwise, includes the Swing Line Lender.


 


“Revolving B Loan”
has the meaning specified in Section 2.01(b).


 




    35 


     


    

 


“S&P”
means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc. and any successor thereto.


 


“Sale and
Leaseback Transaction” means, with respect to any Person, any arrangement, directly or indirectly, whereby such Person
shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent
or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property
being sold or transferred.


 


“Same Day
Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with
respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative
Agent or the L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international
banking transactions in the relevant Alternative Currency.


 


“Sanction(s)”
means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the Canadian
Government, the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or
other relevant sanctions authority.


 


“SEC”
means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.


 


“Secured Cash
Management Agreement” means any Cash Management Agreement that is entered into by and between any Loan Party or any Subsidiary
and any Cash Management Bank with respect to such Cash Management Agreement. For the avoidance of doubt, a holder of Obligations
in respect of Secured Cash Management Agreements shall be subject to the last paragraph of Section 8.03 and Section 9.11.


 


“Secured Foreign
Credit Facilities” means (a) the Chinese Facilities, (b) the Indian Facilities, (c) the Singapore Facilities and (d)
any other lines of credit, credit agreements or similar facilities or extensions of credit made by a Foreign Credit Facilities
Bank to one or more International Subsidiaries (other than, except as otherwise agreed by the Administrative Agent, Subsidiaries
organized under the Laws where any then-exiting Loan Party is organized) in an aggregate principal amount under this clause (d)
not to exceed $50,000,000 at any one time outstanding; notwithstanding the foregoing, any of the facilities described in clauses
(a) through (d) above that are provided by Person that is not the Administrative Agent or an Affiliate thereof shall not constitute
a Secured Foreign Credit Facility until (i) a Secured Party Designation Notice has been delivered to the Administrative Agent and
(ii) the Company has acknowledged in writing that such Secured Foreign Credit Facility does not cause the limitations on the aggregate
principal amount of Secured Foreign Credit Facilities permitted by this Agreement to be exceeded.


 


“Secured Hedge
Agreement” means any Swap Contract that is entered into by and between any Loan Party or any Subsidiary and any Hedge
Bank with respect to such Swap Contract. For the avoidance of doubt, a holder of Obligations in respect of Secured Hedge Agreements
shall be subject to the last paragraph of Section 8.03 and Section 9.11.


 


“Secured Party
Designation Notice” shall mean a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit
1.01A.


 


“Security
Agreement” means the security and pledge agreement substantially in the form of Exhibit 1.01C hereto (with such
changes as may be agreed by the Administrative Agent and the Company), among the Administrative Agent for the benefit of the holders
of the Obligations and certain Loan Parties.


 




    	 	36	 



     


    

 


“Singapore
Facilities” means the line of credit and other extensions of credit provided by a Foreign Credit Facilities Bank to one
or more Wholly-Owned Subsidiaries of the Company that are incorporated under the laws of Singapore, in an aggregate principal amount
not to exceed $10,000,000 at any time outstanding.


 


“Solvent”
or “Solvency” means, with respect to any Person as of a particular date, that on such date (a) such Person is
able (and is not deemed or presumed under applicable Law to be unable) to pay its debts and other liabilities, contingent obligations
and other commitments as they mature in the ordinary course of business, (b) such Person does not intend to, and does not believe
that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature in
the ordinary course of business, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a
business or a transaction, for which such Person’s property would constitute unreasonably small capital, (d) the fair value
of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person
and (e) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the
probable liability of such Person on its debts as they become absolute and matured. The amount of contingent liabilities at any
time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual or matured liability.


 


“Special Notice
Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization
for Economic Cooperation and Development at such time located in North America or Europe.


 


“Specified
Acquisition” means any Permitted Acquisition (other than the IronPlanet Acquisition) with a purchase price in excess
of $75,000,000 that is designated in writing to the Administrative Agent by the Company as a “Specified Acquisition”
prior to the date of consummation of such Permitted Acquisition.


 


“Specified
Acquisition Period” means, with respect to any Specified Acquisition, the period of four consecutive fiscal quarters
commencing with the fiscal quarter in which consummation of the applicable Specified Acquisition occurs; provided that the Company
shall have delivered to the Administrative Agent a written request that a Specified Acquisition Period shall be invoked.


 


“Specified
Loan Party” has the meaning specified in Section 10.08.


 


“Specified
Representations” means the representations and warranties of the Loan Parties (including the IronPlanet Guarantors )
made in subclause (a) of Sections 5.01 (other than with respect to organization or formation, and good standing), subclause
(b)(ii) of Sections 5.01 (other than with respect to governmental licenses, authorizations, consents and approvals), subclause
(a) of Section 5.02, subclause (c) of Section 5.02 (solely with respect to Laws described in Sections
7.15 and 7.16 hereof), Section 5.04, Section 5.14, Section 5.18 (after giving effect to the consummation
of the IronPlanet Acquisition, the Borrowing of the Delayed-Draw Term Loan and the payment of the fees and costs associated with
the IronPlanet Acquisition), and Section 5.19 (but only with respect to (i) assets with respect to which a lien may be perfected
by the filing of a financing statement under the Uniform Commercial Code or PPSA and (ii) the pledge and perfection of security
interests in Equity Interests of the Company’s Subsidiaries (excluding delivery of stock certificates of IronPlanet and its
Subsidiaries to the extent not received from IronPlanet at least two Business Days prior to the IronPlanet Acquisition Closing
Date)).


 




    	 	37	 



     


    

 


“Specified
Transaction” means (a) any Investment that results in a Person becoming a Subsidiary, (b) any Permitted Acquisition,
(c) any Disposition that results in a Subsidiary ceasing to be a Subsidiary, (d) any Investment constituting an acquisition of
assets constituting a business unit, line of business or division of another Person, (e) any Disposition of a business unit, line
of business or division of the Company or a Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise,
or (f) any proposed incurrence of Indebtedness, payment in respect of Indebtedness or other transaction in respect of which
compliance with any financial ratio is by the terms of this Agreement required to be calculated on a Pro Forma Basis.


 


“Spot Rate”
for a currency means the rate determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by
the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through
its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of
which the foreign exchange computation is made; provided that the Administrative Agent or the L/C Issuer may obtain
such spot rate from another financial institution designated by the Administrative Agent or the L/C Issuer if the Person acting
in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further
that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case
of any Letter of Credit denominated in an Alternative Currency. 


 


“Sterling”
and “£” mean the lawful currency of the United Kingdom.


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly,
or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to
a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.


 


“Swap Contract”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate
swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any
master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any
related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.


 


“Swap Obligation”
means with respect to any Loan Party any obligation to pay or perform under any agreement, contract or transaction that constitutes
a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.


 


“Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out
and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced
in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include
a Lender or any Affiliate of a Lender).


 




    	 	38	 



     


    

 


“Swing Line
Lender” means the Canadian Swing Line Lender and the U.S. Swing Line Lender. References herein and in the other Loan
Documents to the Swing Line Lender shall be deemed to refer to the Swing Line Lender in respect of the applicable Swing Line Loans
or to all Swing Line Lenders, as the context requires.


 


“Swing Line
Loan” means a Canadian Swing Line Loan and/or a U.S. Swing Line Loans, as the context requires.


 


“Swing Line
Loan Notice” means a Canadian Swing Line Loan Notice and/or a U.S. Swing Line Loan Notice, as the context requires.


 


“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform
and which was launched on November 19, 2007.


 


“TARGET Day”
means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined
by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.


 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Tax Confirmation”
means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of a Loan
is either:


 


(a)          a
company resident in the United Kingdom for United Kingdom tax purposes;


 


(b)          a
partnership each member of which is:


 


(i)          a
company so resident in the United Kingdom; or


 


(ii)         a
company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment
and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any
share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA.


 


(c)          a
company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment
and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning
of section 19 of the CTA) of that company.


 


“Tax Deduction”
means a deduction or withholding for or on account of Tax from a UK Payment, other than a deduction or withholding for or on account
of FATCA.


 




    	 	39	 



     


    

 


“Tax Payment”
means either the increase in a payment made by a Borrower to a Lender under Section 3.01(a), (b) or (f).


 


“Term Lender”
any Person that has a Delayed-Draw Term Loan Commitment, a commitment in respect of an Incremental Term Facility or a portion of
an outstanding Term Loan, and its successors and assigns.


 


“Term Loan”
means the Delayed-Draw Term Loan or any Incremental Term Loan.


 


“Threshold
Amount” means $35,000,000.


 


“Total Credit
Exposure” means, as to any Lender at any time, the unused Commitments of such Lender at such time, the outstanding Loans
of such Lender at such time and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.


 


“Total Revolving
A Outstandings” means the aggregate Outstanding Amount of all Revolving A Loans, all Swing Line Loans and all L/C Obligations.


 


“Total Revolving
B Outstandings” means the aggregate Outstanding Amount of all Revolving B Loans.


 


“Treaty State”
means a country which has a double taxation treaty (a “Treaty”) in force with the United Kingdom which makes
provision for full exemption from Tax imposed by the United Kingdom on interest.


 


“Type”
means, with respect to any Loan, its character as a Base Rate Loan, Canadian Prime Rate Loan or a Eurocurrency Rate Loan.


 


“UCP”
means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of
Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).


 


“UK Bank Lender”
means a Lender which is (a) is a “bank” (as defined for the purposes of section 879 of the ITA in section 991 of the
ITA) and within the charge to United Kingdom corporation tax as regards any payment of interest made in respect of that Loan or
would be within such charge as respects such payments apart from section 18A of CTA and or (b) was a “bank” (as defined
for the purposes of section 879 of the ITA in section 991 of the ITA) at the time that Loan was made, and was within the charge
to United Kingdom corporation tax as respect any payments of interest made in respect of that Loan.


 


“UK Borrower”
means any Borrower that is incorporated in the United Kingdom. As of the Closing Date, the UK Borrower is Ritchie Bros. Auctioneers
(UK) Limited.


 


“UK Guarantor”
means any Guarantor incorporated in the United Kingdom.


 


“UK Non-Bank
Lender” means a Lender which is: (i) is a company resident in the United Kingdom for United Kingdom tax purposes; or
(ii) a partnership each member of which is: (a) a company so resident in the United Kingdom; or (b) a company not so resident in
the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account
in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in
respect of that advance that falls to it by reason of Part 17 of the CTA; or (iii) a company not so resident in the United Kingdom
which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable
in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.


 




    	 	40	 



     


    

 


“UK Qualifying
Lender” means a Lender which is beneficially entitled to payments to that Lender in respect of a Loan and is: (a) a UK
Bank Lender; (b) a UK Non-Bank Lender; or (c) a UK Treaty Lender.


 


“UK Treaty
Lender” means in relation to a payment of interest on a Loan, a Lender which is: (i) treated as resident in a Treaty
State for the purposes of the Treaty; (ii) does not carry on a business in the United Kingdom through a permanent establishment
and does not perform professional services from a fixed base in the United Kingdom in either case with which that Lender’s
participation in the Loan is effectively connected; and (iii) fulfils any other conditions which must be fulfilled under the Treaty
and by residents of the Treaty State for such residents to obtain the full exemption from Tax imposed on interest payments made
by the Obligors under a relevant Loan (including, for the avoidance of doubt, any conditions relating to the interest or the method
of computation or calculation of the interest), subject to the completion of any necessary procedural formalities.


 


“United States”
and “U.S.” mean the United States of America.


 


“Unreimbursed
Amount” has the meaning specified in Section 2.03(c)(i).


 


“U.S. Autoborrow
Agreement” has the meaning specified in Section 2.04A(b)(ii).


 


“U.S. Borrower”
means any Borrower that is organized under the Laws of any state of the United States or the District of Columbia. As of the Closing
Date, the U.S. Borrowers are Ritchie Bros. Holdings Inc., Ritchie Bros. Holdings (America) Inc., and Ritchie Bros. Properties Inc.


 


“U.S. Guarantor”
means any Guarantor that is organized under the Laws of any state of the United States or the District of Columbia.


 


“U.S. Person”
means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.


 


“U.S. Subsidiary”
means any Subsidiary that is organized under the Laws of any state of the United States or the District of Columbia.


 


“U.S. Swing
Line Lender” means Bank of America, through itself or through one of its designated Affiliates or branch offices, in
its capacity as provider of U.S. Swing Line Loans, or any successor U.S. swing line lender hereunder.


 


“U.S. Swing
Line Loan” has the meaning specified in Section 2.04A(a).


 


“U.S. Swing
Line Loan Notice” means a notice of a Borrowing of U.S. Swing Line Loans pursuant to Section 2.04A(b), which shall
be substantially in the form of Exhibit 2.04A or such other form as approved by the Administrative Agent (including any
form on an electronic platform or electronic transmission system as shall be approve by the Administrative Agent), appropriately
completed and signed by a Responsible Officer of the applicable Borrower.


 


“U.S. Swing
Line Sublimit” means an amount equal to $25,000,000. The U.S. Swing Line Sublimit is part of, and not in addition to,
the Aggregate Revolving A Commitments.


 




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“U.S. Tax
Compliance Certificate” has the meaning specified in Section 3.01(h)(ii)(B)(3).


 


“Voting Stock”
means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though
the right so to vote has been suspended by the happening of such a contingency.


 


“Weighted
Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years (and/or portion thereof)
obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment,
sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof,
by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such
payment; by (b) the then outstanding principal amount of such Indebtedness.


 


“Wholly-Owned”
means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other
than nominal shares and directors’ qualifying shares mandated by applicable Law), on a fully-diluted basis, are owned by
such Person and/or by one or more wholly-owned Subsidiaries of such Person.


 


“Withholding
Agent” means any Loan Party and the Administrative Agent.


 


“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


1.02        Other
Interpretive Provisions.


 


With reference to this
Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:


 


(a)          The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
The word “will” shall be construed to have the same meaning and effect as the word “shall.”
Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including
any Loan Document or Organization Document) shall be construed as referring to such agreement, instrument or other document as
from time to time amended, modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions
on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to
any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,”
“herein,” “hereof” and “hereunder,” and words of similar import when used
in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof,
(iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed
to refer to Articles and Sections of, Preliminary Statements of and Exhibits and Schedules to, the Loan Document in which such
references appear, (v) any reference to any Law shall include all statutory and regulatory rules, regulations, orders and provisions
consolidating, amending, replacing or interpreting such Law and any reference to any Law or regulation shall, unless otherwise
specified, refer to such Law or regulation as amended, modified, extended, restated, replaced or supplemented from time to time,
and (vi) the words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all assets and properties, tangible and intangible, real and personal, including cash, securities,
accounts and contract rights.


 




    	 	42	 



     


    

 


(b)          In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including;” the words “to” and “until” each mean “to but excluding;”
and the word “through” means “to and including.”


 


(c)          Section
headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation
of this Agreement or any other Loan Document.


 


(d)          Without
prejudice to the generality of any provision of this Agreement, for all other purposes pursuant to which the interpretation or
construction of this Agreement, any Collateral Document or any other Loan Document may be subject to the laws of the Province of
Quebec or a court or tribunal exercising jurisdiction in the Province of Quebec, (i) “personal property” shall be deemed
to include “movable property”, (ii) “real property” shall be deemed to include “immovable property”
and an “easement” shall be deemed to include a “servitude”, (iii) “tangible property” shall
be deemed to include “corporeal property”, (iv) “intangible property” shall be deemed to include “incorporeal
property”, (v) “security interest”, “lien”, “mortgage” and “charge” shall
be deemed to include a “hypothec”, (vi) all references to filing, registering or recording financing statements shall
be deemed to include publication under the Civil Code of Quebec, and all references to releasing any lien shall be deemed to include
a release, discharge and mainlevée of a hypothec, (vii) any “right of offset”, “right of setoff”
or similar expression shall be deemed to include a “right of compensation”, (viii) “goods” shall be deemed
to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities,
(ix) an “agent” shall be deemed to include a “mandatary”, and (x) all references to “perfection”
of or “perfected” liens or security interest shall be deemed to include a reference to an “opposable” or
“set up” lien or security interest as against third parties, (xi) “construction liens” shall be deemed
to include “legal hypothecs”, (xii) “joint and several” shall be deemed to include “solidary”,
(xiii) “gross negligence or willful misconduct” shall be deemed to include “intentional or gross fault”,
(xiv) “beneficial ownership” shall be deemed to include “ownership on behalf of another as mandatary”,
(xv) “survey” shall be deemed to include “certificate of location and plan”, (xvi)  “fee simple
title” shall be deemed to include “absolute ownership”, (xvii) “accounts” shall be deemed to include
“claims”, and (xviii) “guarantee” or “guarantor” shall be deemed to include “suretyship”
or “surety”.


 


1.03        Accounting
Terms.


 


(a)          Generally.
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared
in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing,
for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein,
Indebtedness of the Loan Parties and their Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount
thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.


 




    	 	43	 



     


    

 


(b)          Changes
in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio
or requirement set forth in any Loan Document, and either the Company or the Required Lenders shall so request, the Administrative
Agent, the Lenders and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent
thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so
amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii)
the Company shall provide to the Administrative Agent (for transmittal to the Lenders) financial statements and other documents
required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue
to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes
of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable
amendment addressing such changes, as provided for above.


 


(c)          Calculations.
Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Section
7.11 (including for purposes of determining the Applicable Rate) shall be made on a Pro Forma Basis with respect to (i) any
Disposition of all of the Equity Interests of, or all or substantially all of the assets of, a Subsidiary, (ii) any Disposition
of a line of business or division of any Loan Party or Subsidiary, or (iii) any Acquisition, in each case, occurring during the
applicable period.


 


1.04        Rounding.


 


Any financial ratios
required to be maintained by the Company pursuant to this Agreement shall be calculated by dividing the appropriate component by
the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).


 


1.05        Exchange
Rates; Currency Equivalents.


 


(a)          The
Administrative Agent or the L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for
calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such
Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between
the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan
Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of
any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by
the Administrative Agent or the L/C Issuer, as applicable.


 


(b)          Wherever
in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance,
amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars,
but such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be
the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with
0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuer, as the case may be.


 




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(c)          The
Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect
to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate”
or with respect to any comparable or successor rate thereto.


 


(d)          Notwithstanding
anything to the contrary contained herein, if the Delayed-Draw Term Loan is denominated in Canadian Dollars, the Spot Rate therefor
shall be fixed as of the date of the Borrowing thereof for the term of this Agreement.


 


1.06        Additional
Alternative Currencies.


 


(a)          The
Company may from time to time request that Eurocurrency Rate Loans be made and/or Letters of Credit be issued in a currency other
than those specifically listed in the definition of “LIBOR Quoted Currency” or “Non-LIBOR Quoted Currency”;
provided that (i) such requested currency is an Eligible Currency and (ii) such requested currency shall only be a LIBOR
Quoted Currency to the extent that there is published LIBOR rate for such currency. In the case of any such request with respect
to the making of Eurocurrency Rate Loans, such request shall be subject to the approval of the Administrative Agent and the Lenders
obligated to make Credit Extensions in such currency; and in the case of any such request with respect to the issuance of Letters
of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer.


 


(b)          Any
such request shall be made to the Administrative Agent not later than 11:00 a.m., ten (10) Business Days prior to the date of the
desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such
request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). In the case of any such request pertaining
to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each affected Lender thereof; and in the case of any
such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. Each affected
Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) or the L/C Issuer (in the case of a request pertaining
to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., five (5) Business Days after receipt of
such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Loans or the issuance of Letters of
Credit, as the case may be, in such requested currency.


 


(c)          Any
failure by a Lender or the L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding
sentence shall be deemed to be a refusal by such Lender or the L/C Issuer, as the case may be, to permit Eurocurrency Rate Loans
to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the affected Lenders
consent to making Eurocurrency Rate Loans in such requested currency and the Administrative Agent and such Lenders reasonably determine
that a Eurocurrency Rate is available to be used for such requested currency, the Administrative Agent shall so notify the Company
and (i) the Administrative Agent and such Lenders may amend the definition of Eurocurrency Rate for any Non-LIBOR Quoted Currency
to the extent necessary to add the applicable Eurocurrency Rate for such currency and (ii) to the extent the definition of Eurocurrency
Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency,
such currency shall thereupon be deemed for all purposes to be a LIBOR Quoted Currency or a Non-LIBOR Quoted Currency, as applicable,
for purposes of any Borrowings of Eurocurrency Rate Loans. If the Administrative Agent and the L/C Issuer consent to the issuance
of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Company and (A) the Administrative
Agent and the L/C Issuer may amend the definition of Eurocurrency Rate for any Non-LIBOR Quoted Currency to the extent necessary
to add the applicable Eurocurrency Rate for such currency and (B) to the extent the definition of Eurocurrency Rate reflects the
appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency
shall thereupon be deemed for all purposes to be a LIBOR Quoted Currency or a Non-LIBOR Quoted Currency, as applicable, for purposes
of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency
under this Section 1.06, the Administrative Agent shall promptly so notify the Company. Any specified currency of an
Existing Letter of Credit that is neither Dollars nor one of the Alternative Currencies specifically listed in the definition of
“Alternative Currency” shall be deemed an Alternative Currency with respect to such Existing Letter of Credit only.



 




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1.07        Change
of Currency.


 


(a)          
Each obligation of a Borrower to make a payment denominated in the national currency unit of any member state of the European Union
that adopts the Euro as its lawful currency after the Closing Date shall be redenominated into Euro at the time of such adoption.
If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect
of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual
of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the
date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of
such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing,
at the end of the then current Interest Period.


 


(b)          Each
provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time
to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant
market conventions or practices relating to the Euro.


 


(c)          Each
provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from
time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions
or practices relating to the change in currency.


 


1.08        Times
of Day.


 


Unless otherwise specified,
all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).


 


1.09        Letter
of Credit Amounts.


 


Unless otherwise specified
herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter
of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms
or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof,
the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of
Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.


 




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1.10        Australian
Code of Banking Practice.


 


The parties agree that
the Australian Code of Banking Practice (2013, as published by the Australian Bankers’ Association, Inc., as amended or revised
from time to time) shall not apply to the Loan Documents or the transactions thereunder.


 


1.11        Pro
Forma Calculations.


 


(a)          Notwithstanding
anything to the contrary herein, the Consolidated Leverage Ratio, Consolidated EBITDA and Consolidated Interest Coverage Ratio
shall be calculated in the manner prescribed by this Section 1.11.


 


(b)          For
purposes of calculating the Consolidated Leverage Ratio, Consolidated EBITDA and Consolidated Interest Coverage Ratio, Specified
Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have occurred (i) during the applicable
measurement period or (ii) subsequent to such measurement period and prior to or simultaneously with the Specified Transaction
for which the calculation of any such ratio or amount is made shall be calculated on a pro forma basis assuming that all such Specified
Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable
to any Specified Transaction) had occurred on the first day of the applicable measurement period. If since the beginning of any
applicable measurement period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with
or into the Company or any of its Subsidiaries since the beginning of such measurement period shall have consummated any Specified
Transaction that would have required adjustment pursuant to this Section 1.11, then the Consolidated Leverage Ratio, Consolidated
EBITDA and Consolidated Interest Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section
1.11.


 


(c)          If
in connection with a Specified Transaction, the Company or any Subsidiary incurs (including by assumption or guarantees) or repays
(including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated
Leverage Ratio, Consolidated EBITDA and the Consolidated Interest Coverage Ratio, as the case may be, (i) during the applicable
measurement period or (ii) subsequent to the end of the applicable measurement period and prior to or simultaneously with the Specified
Transaction for which the calculation of any such ratio is made, then the Consolidated Leverage Ratio, Consolidated EBITDA and
the Consolidated Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of such Indebtedness,
to the extent required, as if the same had occurred on the first day of the applicable measurement period, and if such Indebtedness
has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition
determined by utilizing the rate that is or would be in effect with respect to such Indebtedness as at the relevant date of determination.


 




    	 	47	 



     


    

 


ARTICLE
II


 


THE
COMMITMENTS AND CREDIT EXTENSIONS


 


2.01        Revolving
Loans and Delayed-Draw Term Loan.


 


(a)          Revolving
A Loans. Subject to the terms and conditions set forth herein, each Revolving A Lender severally agrees to make loans (each
such loan, a “Revolving A Loan”) to the Borrowers (other than Australian Borrowers or Japanese Borrowers) in
Dollars or in one or more Alternative Currencies from time to time on any Business Day during the Availability Period in an aggregate
amount not to exceed at any time outstanding the amount of such Revolving A Lender’s Revolving A Commitment; provided,
however, that after giving effect to any Borrowing of Revolving A Loans, (i) the Total Revolving A Outstandings shall not
exceed the Aggregate Revolving A Commitments, (ii) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such
Revolving A Lender’s Revolving A Commitment and (iii) the aggregate Outstanding Amount of all Revolving A Loans denominated
in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of each Revolving A Lender’s
Revolving A Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01,
prepay under Section 2.05, and reborrow under this Section 2.01. Revolving A Loans may be Base Rate Loans, Canadian
Prime Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further provided herein.


 


(b)          Revolving
B Loans. Subject to the terms and conditions set forth herein, each Revolving B Lender severally agrees to make loans (each
such loan, a “Revolving B Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time
to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount
of such Revolving B Lender’s Revolving B Commitment; provided, however, that after giving effect to any Borrowing
of Revolving B Loans, (i) the Total Revolving B Outstandings shall not exceed the Aggregate Revolving B Commitments, and (ii) the
Revolving B Credit Exposure of any Revolving B Lender shall not exceed such Revolving B Lender’s Revolving B Commitment.
Within the limits of each Revolving B Lender’s Revolving B Commitment, and subject to the other terms and conditions hereof,
the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01.
Revolving B Loans may be Base Rate Loans, Canadian Prime Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further
provided herein, provided, however, all Borrowings made on the Closing Date shall be made as Base Rate Loans. Notwithstanding
the foregoing, (x) Loans denominated in Australian Dollars are only available to Australian Borrowers, and Australian Borrowers
may only borrow Loans denominated in Australian Dollars and (y) Loans denominated in Yen are only available to Japanese Borrowers,
and Japanese Borrowers may only borrow Loans denominated in Yen.


 


(c)          Delayed-Draw
Term Loan. Subject to the terms and conditions set forth herein, each Term Lender with a Delayed-Draw Term Loan Commitment
severally agrees to make its portion of a term loan (the “Delayed-Draw Term Loan”) to the Company in Dollars
or Canadian Dollars in a single Borrowing during the Availability Period in an amount not to exceed such Term Lender’s Delayed-Draw
Term Loan Commitment. Amounts repaid on the Delayed-Draw Term Loan may not be reborrowed. The Delayed-Draw Term Loan may consist
of Base Rate Loans (if the initial Borrowing thereof was in Dollars), Canadian Prime Rate Loans (if the initial Borrowing thereof
was in Canadian Dollars) or Eurocurrency Rate Loans, or a combination thereof, as further provided herein.


 




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2.02        Borrowings,
Conversions and Continuations of Loans.


 


(a)          Each
Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made
upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B)
a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative
Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than (x) 1:00 p.m. (i) three
(3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated
in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) except as otherwise
provided in this Section 2.02(a), three (3) Business Days (or five (5) Business Days in the case of a Special Notice Currency)
prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies
or of any conversion of Eurocurrency Rate Loans denominated in Canadian Dollars to Canadian Prime Rate Loans, as applicable, (iii)
on the requested date of any Borrowing of Canadian Prime Rate Loans, and (iv) on the requested date of any Borrowing of Base
Rate Loans, (y) 1:00 p.m. four (4) Business Days prior to the requested date of any Borrowing of, or continuation of, Eurocurrency
Loans denominated in Australian Dollars and (z) 1:00 p.m. four (4) Business Days prior to the requested date of any Borrowing of,
or continuation of, Eurocurrency Loans denominated in Yen. Each Borrowing of, conversion to or continuation of Eurocurrency Rate
Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of, or continuation
of Eurocurrency Loans denominated in Australian Dollars shall be in a principal amount of AUS$200,000 or a whole multiple of AUS$50,000
in excess thereof. Each Borrowing of, or continuation of, Eurocurrency Loans denominated in Yen shall be in a principal amount
of ¥20,000,000 or a whole multiple of ¥50,000 in excess thereof. Each Borrowing of, or continuation of, Eurocurrency Loans
denominated in Sterling shall be in a principal amount of £200,000 or a whole multiple of £50,000 in excess thereof.
Except as provided in Sections 2.03(c), 2.04A(c) and 2.04B(c), each Borrowing of or conversion to Base Rate
Loans or Canadian Prime Rate Loans, as applicable, shall be in a principal amount of $1,000,000 or a whole multiple of $500,000
in excess thereof. Each Loan Notice shall specify (i) whether the applicable Borrower is requesting a Borrowing, a conversion of
Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion
or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted
or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration
of the Interest Period with respect thereto, and (vi) the currency of the Loans to be borrowed. Except as provided in Section
2.01(b), if a Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall
be made in Dollars. If a Borrower fails to specify a Type of a Loan in a Loan Notice or if a Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans or Canadian
Prime Rate Loans, if applicable; provided, however, that in the case of a failure to timely request a continuation
of Loans denominated in an Alternative Currency (other than Canadian Dollars), such Loans shall be continued as Eurocurrency Rate
Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian
Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency
Rate Loans. If a Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any Loan Notice,
but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted
into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan
and reborrowed in the other currency.


 




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(b)          Following
receipt of a Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency) of
its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by a Borrower,
the Administrative Agent shall notify each applicable Lender of the details of any automatic conversion to Base Rate Loans or Canadian
Prime Rate Loans, if applicable, or continuation of Loans denominated in a currency other than Dollars or Canadian Dollars, in
each case as described in the preceding subsection. In the case of a Borrowing, each applicable Lender shall make the amount of
its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable
currency not later than 1:00 p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified
by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case on the Business Day specified
in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in (i) Section 4.02 (and, if such
Borrowing is the initial Credit Extension, Section 4.01) or (ii) Section 4.03 in the case of the initial Borrowing
of the Delayed-Draw Term Loan, the Administrative Agent shall make all funds so received available to the applicable Borrower in
like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of
America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided
to (and reasonably acceptable to) the Administrative Agent by such Borrower; provided, however, that if, on the date
the Loan Notice with respect to a Borrowing of Revolving A Loans denominated in Dollars is given by a Borrower, there are L/C Borrowings
outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings and
second, shall be made available to the applicable Borrower as provided above.


 


(c)          Except
as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of the Interest Period
for such Eurocurrency Rate Loan. During the existence of a Default, no Loans may be converted to or continued as Eurocurrency Rate
Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may
demand that any or all of the outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated
into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.


 


(d)          The
Administrative Agent shall promptly notify the applicable Borrower and the applicable Lenders of the interest rate applicable to
any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate.


 


(e)          After
giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same
Type, there shall not be more than twenty (20) Interest Periods in effect, or such greater number as the Administrative Agent may
agree in its sole discretion.


 


(f)          This
Section 2.02 shall not apply to Swing Line Loans.


 


2.03        Letters
of Credit.


 


(a)          The
Letter of Credit Commitment.


 


(i)          Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth
in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter
of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account
of the Company or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with
subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to
participate in Letters of Credit issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided
that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Outstandings
shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure of any Revolving A Lender shall not
exceed such Revolving A Lender’s Revolving A Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed
the Letter of Credit Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed
to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the
proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s
ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain
Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters
of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed
by the terms hereof.


 




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(ii)         The
L/C Issuer shall not issue any Letter of Credit if:


 


(A)         subject
to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the
date of issuance or last extension, unless the Revolving A Lenders (other than Defaulting Lenders) holding a majority of the Revolving
A Credit Exposure have approved such expiry date; or


 


(B)         the
expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving
A Lenders have approved such expiry date.


 


(iii)        The
L/C Issuer shall not be under any obligation to issue any Letter of Credit if:


 


(A)         any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C
Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not
having the force of Law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that
the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose
upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer
is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed
loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;


 


(B)         the
issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;


 


(C)         except
as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is to be denominated in a currency other
than Dollars or an Alternative Currency;


 


(D)         the
L/C Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency;


 




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(E)         any
Revolving A Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery
of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Company or such Defaulting Lender to eliminate
the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the
Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C
Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;


 


(F)         such
Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or


 


(G)         such
Letter of Credit consists of a bank guaranty.


 


(iv)        The
L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit
in its amended form under the terms hereof.


 


(v)         The
L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time
to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not
accept the proposed amendment to the Letter of Credit.


 


(vi)        The
L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith,
and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX
with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed
to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent”
as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein
with respect to the L/C Issuer.


 


(b)          Procedures
for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.


 


(i)          Each
Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to the L/C Issuer (with
a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible
Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier,
by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to
the L/C Issuer. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than
11:00 a.m. at least one (1) Business Day (or such later date and time as the Administrative Agent and the L/C Issuer may agree
in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.
In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form
and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business
Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E)
the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be
presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit;
and (H) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of
Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit
to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment;
and (D) such other matters as the L/C Issuer may require. Additionally, the Company shall furnish to the L/C Issuer and the Administrative
Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer
Documents, as the L/C Issuer or the Administrative Agent may require.


 




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(ii)         Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, the
L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any
Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment
of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied,
then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the
account of the Company or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in
accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of
Credit, each Revolving A Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C
Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving A Lender’s Applicable
Percentage times the amount of such Letter of Credit.


 


(iii)        If
the Company so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue
a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided
that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month
period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later
than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Company shall not be required to make a specific
request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be
deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to
an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall
not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation,
at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions
of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in
writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent
that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrowers
that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each case directing
the L/C Issuer not to permit such extension.


 




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(iv)        Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to
the beneficiary thereof, the L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy
of such Letter of Credit or amendment.


 


(c)          Drawings
and Reimbursements; Funding of Participations.


 


(i)          Upon
receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, the L/C Issuer shall
notify the Company and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency,
the Company shall reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have
specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for
reimbursement in Dollars, the Company shall have notified the L/C Issuer promptly following receipt of the notice of drawing that
the Company will reimburse the L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter
of Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Company of the Dollar Equivalent of the amount
of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer
under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the L/C Issuer under
a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the Company
shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable
currency. In the event that (A) a drawing denominated in an Alternative Currency is to be reimbursed in Dollars pursuant to the
second sentence in this Section 2.03(c)(i) and (B) the Dollar amount paid by the Company, whether on or after the Honor
Date, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated
in the Alternative Currency equal to the drawing, the Company agrees, as a separate and independent obligation, to indemnify the
L/C Issuer for the loss resulting from its inability on that date to purchase the Alternative Currency in the full amount of the
drawing. If the Company fails to timely reimburse the L/C Issuer on the Honor Date, the Administrative Agent shall promptly notify
each Revolving A Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar
Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”),
and the amount of such Revolving A Lender’s Applicable Percentage thereof. In such event, the Company shall be deemed to
have requested a Borrowing of Revolving A Loans that are Base Rate Loans to be disbursed on the Honor Date in an amount equal to
the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount
of Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving A Commitments and the conditions set forth
in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent
pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that
the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.


 




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(ii)         Each
Revolving A Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent
may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer, in Dollars, at the Administrative Agent’s
Office for Dollar-denominated deposits in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than
1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section
2.03(c)(iii), each Revolving A Lender that so makes funds available shall be deemed to have made a Revolving A Loan that is
a Base Rate Loan to the Company in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer in
Dollars.


 


(iii)        With
respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Revolving A Loans that are Base Rate Loans because
the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Company shall be deemed to have
incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing
shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving
A Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall
be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving
A Lender in satisfaction of its participation obligation under this Section 2.03.


 


(iv)        Until
each Revolving A Lender funds its Revolving A Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C
Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving A Lender’s Applicable Percentage
of such amount shall be solely for the account of the L/C Issuer.


 


(v)         Each
Revolving A Lender’s obligation to make Revolving A Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under
Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected
by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving A Lender may
have against the L/C Issuer, the Company or any other Person for any reason whatsoever; (B) the occurrence or continuance of a
Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however,
that each Revolving A Lender’s obligation to make Revolving A Loans pursuant to this Section 2.03(c) is subject to
the conditions set forth in Section 4.02 (other than delivery by the Company of a Loan Notice). No such making of an L/C
Advance shall relieve or otherwise impair the obligation of the Company to reimburse the L/C Issuer for the amount of any payment
made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.


 


(vi)        If
any Revolving A Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required
to be paid by such Revolving A Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified
in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled
to recover from such Revolving A Lender (acting through the Administrative Agent), on demand, such amount with interest thereon
for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer
at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or
similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Revolving A Lender pays such amount
(with interest and fees as aforesaid), the amount so paid shall constitute such Revolving A Lender’s Revolving A Loan included
in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C
Issuer submitted to any Revolving A Lender (through the Administrative Agent) with respect to any amounts owing under this clause
(vi) shall be conclusive absent manifest error.


 




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(d)          Repayment
of Participations.


 


(i)          At
any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving A Lender such Revolving
A Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent
receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether
directly from the Company or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the
Administrative Agent will distribute to such Revolving A Lender its Applicable Percentage thereof in Dollars and in the same funds
as those received by the Administrative Agent.


 


(ii)         If
any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required
to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into
by the L/C Issuer in its discretion), each Revolving A Lender shall pay to the Administrative Agent for the account of the L/C
Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand
to the date such amount is returned by such Revolving A Lender, at a rate per annum equal to the applicable Overnight Rate from
time to time in effect. The obligations of the Revolving A Lenders under this clause shall survive the payment in full of the Obligations
and the termination of this Agreement.


 


(e)          Obligations
Absolute. The obligation of the Company to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay
each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of
this Agreement under all circumstances, including the following:


 


(i)          any
lack of validity or enforceability of such Letter of Credit, this Agreement or any other Loan Document;


 


(ii)         the
existence of any claim, counterclaim, setoff, defense or other right that any Loan Party or any Subsidiary may have at any time
against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee
may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby
or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;


 


(iii)        any
draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission
or otherwise of any document required in order to make a drawing under such Letter of Credit;


 




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(iv)        waiver
by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Company or
any waiver by the L/C Issuer which does not in fact materially prejudice the Company;


 


(v)         honor
of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;


 


(vi)        any
payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date
of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by
the UCC, the ISP or the UCP, as applicable;


 


(vii)       any
payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply
with the terms and conditions of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any
Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver
or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in
connection with any proceeding under any Debtor Relief Law;


 


(viii)      any
adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Company or any
Subsidiary or in the relevant currency markets generally; or


 


(ix)         any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a discharge of, any Loan Party or any Subsidiary;


 


provided that the foregoing
shall not excuse the L/C Issuer from liability to the Borrowers to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are waived by the Borrowers as provided herein) suffered by the Company or any Subsidiary to
the extent caused by the L/C Issuer’s gross negligence or willful misconduct when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof.


 


The Company shall promptly examine
a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance
with the Company’s instructions or other irregularity, the Company will immediately notify the L/C Issuer. The Company shall
be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given
as aforesaid.


 


(f)          Role
of L/C Issuer. Each Lender and the Company agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall
not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by
such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person
executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties
nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted
in connection herewith at the request or with the approval of the Lenders or the Required


 




    57 


     


    

 


Lenders, as applicable;
(ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness,
validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Company hereby
assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided,
however, that this assumption is not intended to, and shall not, preclude the Company from pursuing such rights and remedies
as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative
Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable
or responsible for any of the matters described in clauses (i) through (ix) of Section 2.03(e); provided, however,
that anything in such clauses to the contrary notwithstanding, the Company may have a claim against the L/C Issuer, and the L/C
Issuer may be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary,
damages suffered by the Company which the Company proves were caused by the L/C Issuer’s willful misconduct or gross negligence
or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of
a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not
in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility
for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible
for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit
or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for
any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society
for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially
reasonable means of communicating with a beneficiary.


 


(g)          Applicability
of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the L/C Issuer and the Company when a Letter
of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply
to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding
the foregoing, the L/C Issuer shall not be responsible to the Company for, and the L/C Issuer’s rights and remedies against
the Company shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any Law, order, or practice
that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction
where the L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions,
opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade
- International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether
or not any Letter of Credit chooses such Law or practice.


 


(h)          Letter
of Credit Fees. The Company shall pay to the Administrative Agent for the account of each Revolving A Lender in accordance,
subject to Section 2.15, with its Applicable Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit
Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount
available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter
of Credit, (x) the amount of such Letter of Credit shall be determined in accordance with Section 1.09 and (y) each bank
guaranty shall be treated as a standby Letter of Credit. Letter of Credit Fees shall be (i) due and payable on the first Business
Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance
of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis
in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each
Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders,
while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.


 






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(i)          Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer. The Company shall pay directly to the L/C Issuer for its
own account, in Dollars, a fronting fee (i) with respect to each commercial Letter of Credit, at the rate specified in the Fee
Letter, computed on the Dollar Equivalent of the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with
respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately
agreed between the Company and the L/C Issuer, computed on the Dollar Equivalent of the amount of such increase, and payable upon
the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit (which shall include for this purpose
any bank guaranty), at the rate per annum specified in the Fee Letter, computed on the Dollar Equivalent of the daily amount
available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on
the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly
period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance
of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily
amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.09. In addition, the Company shall pay directly to the L/C Issuer for its own account, in Dollars, the customary
issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to
letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand
and are nonrefundable.


 


(j)          Conflict
with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms
hereof shall control.


 


(k)          Letters
of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of
any obligations of, or is for the account of, a Subsidiary, the Company shall be obligated to reimburse the L/C Issuer hereunder
for any and all drawings under such Letter of Credit. The Company hereby acknowledges that the issuance of Letters of Credit for
the account of Subsidiaries inures to the benefit of the Company, and that the Company’s business derives substantial benefits
from the businesses of such Subsidiaries.


 


(l)          Additional
L/C Issuers; Monthly Reports. Subject to the prior approval of the Administrative Agent, not be unreasonably withheld, the
Company may appoint another Lender as an L/C Issuer. Upon such appointment, such Person shall become an L/C Issuer, be entitled
to all the benefits and subject to the obligations of an L/C Issuer hereunder with respect to Letters of Credit issued by it. The
Company may select which L/C Issuer it requests to issue a Letter of Credit if there are multiple L/C Issuers. The Administrative
Agent, the Company and any L/C Issuer appointed as such after the Closing Date may amend this Agreement as the Administrative Agent
reasonably determines is necessary or appropriate to reflect such appointment. Each L/C Issuer shall provide to the Administrative
Agent a list of outstanding Letters of Credit issued by it (together with type and amounts) on a monthly basis.


 




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2.04A      U.S.
Swing Line Loans.


 


(a)          U.S.
Swing Line Facility. Subject to the terms and conditions set forth herein, the U.S. Swing Line Lender, in reliance upon the
agreements of the other Lenders set forth in this Section 2.04A, may in its sole discretion subject to the terms of any
U.S. Autoborrow Agreement make loans (each such loan, a “U.S. Swing Line Loan”) to the U.S. Borrowers
in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated
with the Applicable Percentage of the Outstanding Amount of Revolving A Loans and L/C Obligations of the Lender acting as U.S.
Swing Line Lender, may exceed the amount of such Lender’s Revolving A Commitment; provided, however, that (i)
after giving effect to any U.S. Swing Line Loan, (A) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving
A Commitments and (B) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Revolving A Lender’s
Revolving A Commitment, (ii) the U.S. Borrowers shall not use the proceeds of any U.S. Swing Line Loan to refinance any outstanding
U.S. Swing Line Loan and (iii) the U.S. Swing Line Lender shall not be under any obligation to make any U.S. Swing Line Loan if
it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension
may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the U.S. Borrowers
may borrow under this Section 2.04A, prepay under Section 2.05, and reborrow under this Section 2.04A. Each
U.S. Swing Line Loan shall be a Base Rate Loan; provided however, that if a U.S Autoborrow Agreement is in effect,
the U.S. Swing Line Lender may, at its discretion, provide for an alternate rate of interest on U.S. Swing Line Loans under the
U.S. Autoborrow Agreement with respect to any U.S. Swing Line Loans for which the U.S. Swing Line Lender has not requested that
the Revolving A Lenders fund Revolving A Loans to refinance, or to purchase and fund risk participations in, such U.S. Swing Line
Loans pursuant to Section 2.04A(c)). Immediately upon the making of a U.S. Swing Line Loan, each Revolving A Lender shall
be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.S. Swing Line Lender a risk participation
in such U.S. Swing Line Loan in an amount equal to the product of such Revolving A Lender’s Applicable Percentage times
the amount of such U.S. Swing Line Loan.


 


(b)          Borrowing
Procedures.


 


(i)          At
any time a U.S. Autoborrow Agreement is not in effect, each Borrowing of U.S. Swing Line Loans shall be made upon the applicable
Borrower’s irrevocable notice to the U.S. Swing Line Lender and the Administrative Agent, which may be given by (A) telephone
or (B) by a U.S. Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery
to the U.S. Swing Line Lender and the Administrative Agent of a U.S. Swing Line Loan Notice. Each such U.S. Swing Line Loan Notice
must be received by the U.S. Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the requested borrowing
date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 and integral multiples
of $100,000 in excess thereof and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the
U.S. Swing Line Lender of any U.S. Swing Line Loan Notice, the U.S. Swing Line Lender will confirm with the Administrative Agent
(by telephone or in writing) that the Administrative Agent has also received such U.S. Swing Line Loan Notice and, if not, the
U.S. Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the U.S.
Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any
Lender) prior to 3:00 p.m. on the date of the proposed Borrowing of U.S. Swing Line Loans (A) directing the U.S. Swing Line Lender
not to make such U.S. Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section
2.04A(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then,
subject to the terms and conditions hereof, the U.S. Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified
in such U.S. Swing Line Loan Notice, make the amount of its U.S. Swing Line Loan available to the applicable U.S. Borrower.


 




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(ii)         In
order to facilitate the borrowing of U.S. Swing Line Loans, the U.S. Borrowers and the U.S. Swing Line Lender may mutually agree
to, and are hereby authorized to, enter into a U.S. Autoborrow Agreement in form and substance satisfactory to the Administrative
Agent and the U.S. Swing Line Lender (the “U.S. Autoborrow Agreement”) providing for the automatic advance by
the U.S. Swing Line Lender of U.S. Swing Line Loans under the conditions set forth in such agreement, which shall be in addition
to the conditions set forth herein. At any time a U.S. Autoborrow Agreement is in effect, the requirements for borrowings of U.S.
Swing Line Loans set forth in the immediately preceding paragraph shall not apply, and all Borrowings of U.S. Swing Line Loans
under the U.S. Autoborrow Agreement shall be made in accordance with the U.S. Autoborrow Agreement. For purposes of determining
the Outstanding Amount under the Aggregate Revolving A Commitments at any time during which a U.S. Autoborrow Agreement is in effect,
the Outstanding Amount of all U.S. Swing Line Loans shall be deemed to be Outstanding Amount of U.S. Swing Line Loans at such time
plus the maximum amount available to be borrowed under the U.S. Autoborrow Agreement. For purposes of any borrowing of U.S.
Swing Line Loans pursuant to the U.S. Autoborrow Agreement, all references to Bank of America shall be deemed to be a reference
to Bank of America, in its capacity as U.S. Swing Line Lender hereunder.


 


(c)          Refinancing
of U.S. Swing Line Loans.


 


(i)          The
U.S. Swing Line Lender at any time in its sole discretion may request, on behalf of the U.S. Borrowers (which hereby irrevocably
authorizes the U.S. Swing Line Lender to so request on its behalf), that each Revolving A Lender make a Revolving A Loan that is
a Base Rate Loan in an amount equal to such Revolving A Lender’s Applicable Percentage of the amount of U.S. Swing Line Loans
then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes
hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein
for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving A Commitments and
the conditions set forth in Section 4.02. The U.S. Swing Line Lender shall furnish the U.S. Borrowers with a copy of the
applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving A Lender shall make an
amount equal to its Applicable Percentage of the amount specified in such Loan Notice available to the Administrative Agent in
Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable U.S. Swing Line
Loan) for the account of the U.S. Swing Line Lender at the applicable Administrative Agent’s Office not later than 1:00 p.m.
on the day specified in such Loan Notice, whereupon, subject to Section 2.04A(c)(ii), each Revolving A Lender that so makes
funds available shall be deemed to have made a Revolving A Loan that is a Base Rate Loan to the Borrowers in such amount. The Administrative
Agent shall remit the funds so received to the U.S. Swing Line Lender.


 




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(ii)         If
for any reason any U.S. Swing Line Loan cannot be refinanced by such a Borrowing of Revolving A Loans in accordance with Section
2.04A(c)(i), the request for Revolving A Loans that are Base Rate Loans submitted by the U.S. Swing Line Lender as set forth
herein shall be deemed to be a request by the U.S. Swing Line Lender that each of the Revolving A Lenders fund its risk participation
in the relevant U.S. Swing Line Loan and each Revolving A Lender’s payment to the Administrative Agent for the account of
the U.S. Swing Line Lender pursuant to Section 2.04A(c)(i) shall be deemed payment in respect of such participation.


 


(iii)        If
any Revolving A Lender fails to make available to the Administrative Agent for the account of the U.S. Swing Line Lender any amount
required to be paid by such Revolving A Lender pursuant to the foregoing provisions of this Section 2.04A(c) by the time
specified in Section 2.04A(c)(i), the U.S. Swing Line Lender shall be entitled to recover from such Revolving A Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required
to the date on which such payment is immediately available to the U.S. Swing Line Lender at a rate per annum equal to the applicable
Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the U.S.
Swing Line Lender in connection with the foregoing. If such Revolving A Lender pays such amount (with interest and fees as aforesaid),
the amount so paid shall constitute such Revolving A Lender’s Revolving A Loan included in the relevant Borrowing or funded
participation in the relevant U.S. Swing Line Loan, as the case may be. A certificate of the U.S. Swing Line Lender submitted to
any Revolving A Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive
absent manifest error.


 


(iv)        Each
Revolving A Lender’s obligation to make Revolving A Loans or to purchase and fund risk participations in U.S. Swing Line
Loans pursuant to this Section 2.04A(c) shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving A Lender may have against the U.S.
Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default,
or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however,
that each Revolving A Lender’s obligation to make Revolving A Loans pursuant to this Section 2.04A(c) is subject to
the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation
of the U.S. Borrowers to repay U.S. Swing Line Loans, together with interest as provided herein.


 


(d)          Repayment
of Participations.


 


(i)          At
any time after any Revolving A Lender has purchased and funded a risk participation in a U.S. Swing Line Loan, if the U.S. Swing
Line Lender receives any payment on account of such U.S. Swing Line Loan, the U.S. Swing Line Lender will distribute to such Revolving
A Lender its Applicable Percentage thereof in the same funds as those received by the U.S. Swing Line Lender.


 




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(ii)         If
any payment received by the U.S. Swing Line Lender in respect of principal or interest on any U.S. Swing Line Loan is required
to be returned by the U.S. Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant
to any settlement entered into by the U.S. Swing Line Lender in its discretion), each Revolving A Lender shall pay to the U.S.
Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date
of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative
Agent will make such demand upon the request of the U.S. Swing Line Lender. The obligations of the Revolving A Lenders under this
clause shall survive the payment in full of the Obligations and the termination of this Agreement.


 


 


(e)          Interest
for Account of U.S. Swing Line Lender. The U.S. Swing Line Lender shall be responsible for invoicing the U.S. Borrowers for
interest on the U.S. Swing Line Loans. Until each Revolving A Lender funds its Revolving A Loans that are Base Rate Loans, or risk
participation pursuant to this Section 2.04A to refinance such Revolving A Lender’s Applicable Percentage of any U.S.
Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the U.S. Swing Line Lender.


 


(f)          Payments
Directly to U.S. Swing Line Lender. The U.S. Borrowers shall make all payments of principal and interest in respect of the
U.S. Swing Line Loans directly to the U.S. Swing Line Lender.


 


2.04B      Canadian
Swing Line Loans.


 


(a)          Canadian
Swing Line Facility. Subject to the terms and conditions set forth herein, the Canadian Swing Line Lender, in reliance upon
the agreements of the other Lenders set forth in this Section 2.04B, may in its sole discretion subject to the terms of
any Canadian Autoborrow Agreement make loans (each such loan, a “Canadian Swing Line Loan”) to the Canadian
Borrowers in Canadian Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to
exceed at any time outstanding the amount of the Canadian Swing Line Sublimit, notwithstanding the fact that such Canadian Swing
Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving A Loans and L/C Obligations of
the Lender acting as Canadian Swing Line Lender, may exceed the amount of such Lender’s Revolving A Commitment; provided,
however, that (i) after giving effect to any Canadian Swing Line Loan, (A) the Total Revolving A Outstandings shall not
exceed the Aggregate Revolving A Commitments, (B) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such
Revolving A Lender’s Revolving A Commitment and (C) the aggregate Outstanding Amount of all Revolving A Loans and Canadian
Swing Line Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit, (ii) the Canadian Borrowers
shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan and (iii) the
Canadian Swing Line Lender shall not be under any obligation to make any Canadian Swing Line Loan if it shall determine (which
determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting
Exposure. For purposes of determining the Outstanding Amount under the Aggregate Revolving A Commitments at any time, the Outstanding
Amount of all Canadian Swing Line Loans shall be deemed to be Outstanding Amount of Canadian Swing Line Loans at such time plus
the maximum amount available to be borrowed under the Canadian Swing Line Sublimit. Within the foregoing limits, and subject to
the other terms and conditions hereof, the Canadian Borrowers may borrow under this Section 2.04B, prepay under Section
2.05, and reborrow under this Section 2.04B. Each Canadian Swing Line Loan shall be a Canadian Prime Rate Loan; provided
however, that if a Canadian Autoborrow Agreement is in effect, the Canadian Swing Line Lender may, at its discretion, provide
for an alternate rate of interest on Canadian Swing Line Loans under the Canadian Autoborrow Agreement with respect to any Canadian
Swing Line Loans for which the Canadian Swing Line Lender has not requested that the Revolving A Lenders fund Revolving A Loans
to refinance, or to purchase and fund risk participations in, such Canadian Swing Line Loans pursuant to Section 2.04B(c)).
Immediately upon the making of a Canadian Swing Line Loan, each Revolving A Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in
an amount equal to the product of such Revolving A Lender’s Applicable Percentage times the amount of such Canadian
Swing Line Loan.


 




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(b)          Borrowing
Procedures.


 


(i)          At
any time a Canadian Autoborrow Agreement is not in effect, each Borrowing of Canadian Swing Line Loans shall be made upon the applicable
Borrower’s irrevocable notice to the Canadian Swing Line Lender and the Administrative Agent, which may be given by (A) telephone
or (B) by a Canadian Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery
to the Canadian Swing Line Lender and the Administrative Agent of a Canadian Swing Line Loan Notice. Each such Canadian Swing Line
Loan Notice must be received by the Canadian Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the requested
borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of CAD$100,000 and integral
multiples of CAD$100,000 in excess thereof and (ii) the requested borrowing date, which shall be a Business Day. Promptly after
receipt by the Canadian Swing Line Lender of any Canadian Swing Line Loan Notice, the Canadian Swing Line Lender will confirm with
the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Canadian Swing Line
Loan Notice and, if not, the Canadian Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the
contents thereof. Unless the Canadian Swing Line Lender has received notice (by telephone or in writing) from the Administrative
Agent (including at the request of any Lender) prior to 3:00 p.m. on the date of the proposed Borrowing of Canadian Swing Line
Loans (A) directing the Canadian Swing Line Lender not to make such Canadian Swing Line Loan as a result of the limitations set
forth in the first proviso to the first sentence of Section 2.04B(a), or (B) that one or more of the applicable conditions
specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Canadian Swing Line
Lender will, not later than 3:00 p.m. on the borrowing date specified in such Canadian Swing Line Loan Notice, make the amount
of its Canadian Swing Line Loan available to the applicable Canadian Borrower.


 


(ii)         In
order to facilitate the borrowing of Canadian Swing Line Loans, the Canadian Borrowers and the Canadian Swing Line Lender may mutually
agree to, and are hereby authorized to, (i) enter into a Canadian Autoborrow Agreement in form and substance satisfactory to the
Administrative Agent and the Canadian Swing Line Lender providing for the automatic advance by the Canadian Swing Line Lender of
Canadian Swing Line Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth
herein, which shall be in addition to the conditions set forth herein and/or (ii) establish overdraft services linked to the Borrower’s
checking accounts maintained with the Canadian Swing Line Lender (collectively (i) and (ii), the “Canadian Autoborrow
Agreement”). At any time a Canadian Autoborrow Agreement is in effect, the requirements for borrowings of Canadian Swing
Line Loans set forth in the immediately preceding paragraph shall not apply, and all Borrowings of Canadian Swing Line Loans under
the Canadian Autoborrow Agreement shall be made in accordance with the Canadian Autoborrow Agreement. For purposes of any borrowing
of Canadian Swing Line Loans pursuant to the Canadian Autoborrow Agreement, all references to Royal Bank of Canada shall be deemed
to be a reference to Royal Bank of Canada, in its capacity as Canadian Swing Line Lender hereunder.


 




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(c)          Refinancing
of Canadian Swing Line Loans.


 


(i)          The
Canadian Swing Line Lender at any time in its sole discretion may request, on behalf of the Canadian Borrowers (which hereby irrevocably
authorizes the Canadian Swing Line Lender to so request on its behalf), that each Revolving A Lender make a Revolving A Loan that
is a Canadian Prime Rate Loan in an amount equal to such Revolving A Lender’s Applicable Percentage of the amount of Canadian
Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice
for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples
specified therein for the principal amount of Canadian Prime Rate Loans but subject to the unutilized portion of the Aggregate
Revolving A Commitments and the conditions set forth in Section 4.02. The Canadian Swing Line Lender shall furnish the Canadian
Borrowers with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving
A Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Loan Notice available to the Administrative
Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Canadian
Swing Line Loan) for the account of the Canadian Swing Line Lender at the applicable Administrative Agent’s Office not later
than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04B(c)(ii), each Revolving A Lender
that so makes funds available shall be deemed to have made a Revolving A Loan that is a Canadian Prime Rate Loan to the Borrowers
in such amount. The Administrative Agent shall remit the funds so received to the Canadian Swing Line Lender.


 


(ii)         If
for any reason any Canadian Swing Line Loan cannot be refinanced by such a Borrowing of Revolving A Loans in accordance with Section
2.04B(c)(i), the request for Revolving A Loans that are Canadian Prime Rate Loans submitted by the Canadian Swing Line Lender
as set forth herein shall be deemed to be a request by the Canadian Swing Line Lender that each of the Revolving A Lenders fund
its risk participation in the relevant Canadian Swing Line Loan and each Revolving A Lender’s payment to the Administrative
Agent for the account of the Canadian Swing Line Lender pursuant to Section 2.04B(c)(i) shall be deemed payment in respect
of such participation.


 


(iii)        If
any Revolving A Lender fails to make available to the Administrative Agent for the account of the Canadian Swing Line Lender any
amount required to be paid by such Revolving A Lender pursuant to the foregoing provisions of this Section 2.04B(c) by the
time specified in Section 2.04B(c)(i), the Canadian Swing Line Lender shall be entitled to recover from such Revolving A
Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such
payment is required to the date on which such payment is immediately available to the Canadian Swing Line Lender at a rate per
annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily
charged by the Canadian Swing Line Lender in connection with the foregoing. If such Revolving A Lender pays such amount (with interest
and fees as aforesaid), the amount so paid shall constitute such Revolving A Lender’s Revolving A Loan included in the relevant
Borrowing or funded participation in the relevant Canadian Swing Line Loan, as the case may be. A certificate of the Canadian Swing
Line Lender submitted to any Revolving A Lender (through the Administrative Agent) with respect to any amounts owing under this
clause (iii) shall be conclusive absent manifest error.


 




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(iv)        Each
Revolving A Lender’s obligation to make Revolving A Loans or to purchase and fund risk participations in Canadian Swing Line
Loans pursuant to this Section 2.04B(c) shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving A Lender may have against the Canadian
Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default,
or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however,
that each Revolving A Lender’s obligation to make Revolving A Loans pursuant to this Section 2.04B(c) is subject to
the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation
of the Canadian Borrowers to repay Canadian Swing Line Loans, together with interest as provided herein.


 


(d)          Repayment
of Participations.


 


(i)          At
any time after any Revolving A Lender has purchased and funded a risk participation in a Canadian Swing Line Loan, if the Canadian
Swing Line Lender receives any payment on account of such Canadian Swing Line Loan, the Canadian Swing Line Lender will distribute
to such Revolving A Lender its Applicable Percentage thereof in the same funds as those received by the Canadian Swing Line Lender.


 


(ii)         If
any payment received by the Canadian Swing Line Lender in respect of principal or interest on any Canadian Swing Line Loan is required
to be returned by the Canadian Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant
to any settlement entered into by the Canadian Swing Line Lender in its discretion), each Revolving A Lender shall pay to the Canadian
Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date
of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative
Agent will make such demand upon the request of the Canadian Swing Line Lender. The obligations of the Revolving A Lenders under
this clause shall survive the payment in full of the Obligations and the termination of this Agreement.


 


(e)          Interest
for Account of Canadian Swing Line Lender. The Canadian Swing Line Lender shall be responsible for invoicing the Canadian Borrowers
for interest on the Canadian Swing Line Loans. Until each Revolving A Lender funds its Revolving A Loans that are Canadian Prime
Rate Loans, or risk participation pursuant to this Section 2.04B to refinance such Revolving A Lender’s Applicable
Percentage of any Canadian Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of
the Canadian Swing Line Lender.






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(f)          Payments
Directly to Canadian Swing Line Lender. The Canadian Borrowers shall make all payments of principal and interest in respect
of the Canadian Swing Line Loans directly to the Canadian Swing Line Lender.


 


2.05        Prepayments.


 


(a)          Voluntary
Prepayments.


 


(i)          Loans
(Other than Swing Line Loans). The Borrowers may, upon notice from a Borrower to the Administrative Agent, at any time or from
time to time voluntarily prepay Loans (other than Swing Line Loans) in whole or in part without premium or penalty; provided
that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later
than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four
Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment
of Eurocurrency Rate Loans denominated in Alternative Currencies, (3) one Business Day prior to any date of prepayment of Canadian
Prime Rate Loans and (4) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Loans
shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal
amount thereof then outstanding); (C) any prepayment of Base Rate Loans or Canadian Prime Rate Loans shall be in a principal amount
of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)
and (D) any prepayment of the Delayed-Draw Term Loan shall be applied as directed by the Company (and in the absence of such direction,
to the remaining principal amortization payments in direct order of maturity). Each such notice shall specify the date and amount
of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s)
of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount
of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower, the Borrowers shall make
such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided
that if such notice specifies that it is conditioned upon the occurrence of another transaction, such notice may be revoked by
the Company if such condition is not satisfied. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued
interest on the amount prepaid, together with any additional amounts required in connection therewith pursuant to Section 3.05.
Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective
Applicable Percentages.


 


(ii)         U.S.
Swing Line Loans. At any time the U.S. Autoborrow Agreement is not in effect, the Borrowers may, upon notice to the U.S. Swing
Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay U.S. Swing Line Loans
in whole or in part without premium or penalty; provided that (i) such notice must be received by the U.S. Swing Line Lender
and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a
minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal thereof
then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower,
the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified
therein; provided that if such notice specifies that it is conditioned upon the occurrence of another transaction, such
notice may be revoked by the Company if such condition is not satisfied.


 




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(iii)        Canadian
Swing Line Loans. At any time the Canadian Autoborrow Agreement is not in effect, the Borrowers may, upon notice to the Canadian
Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Canadian Swing
Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Canadian
Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment
shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal
thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by a
Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on
the date specified therein; provided that if such notice specifies that it is conditioned upon the occurrence of another
transaction, such notice may be revoked by the Company if such condition is not satisfied.


 


(b)          Mandatory
Prepayments.


 


(i)          Revolving
A Commitments and Revolving B Commitments.


 


(A)         If
the Administrative Agent notifies the Borrowers that the Total Revolving A Outstandings at any time exceed the Aggregate Revolving
A Commitments then in effect, the Borrowers shall promptly (and in any event with in one Business Day after receipt of such notice)
prepay Revolving A Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to
such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations
pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving A Loans and Swing Line Loans the
Total Revolving A Outstandings exceed the Aggregate Revolving A Commitments then in effect.


 


(B)         If
the Administrative Agent notifies the Borrowers that the Total Revolving B Outstandings at any time exceed the Aggregate Revolving
B Commitments then in effect, the Borrowers shall promptly (and in any event with in one Business Day after receipt of such notice)prepay
Revolving B Loans in an aggregate amount equal to such excess.


 


(C)         If
the Administrative Agent notifies the Borrowers at any time that the Outstanding Amount of all Revolving A Loans denominated in
Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then,
within two Business Days after receipt of such notice, the Borrowers shall prepay Revolving A Loans in an aggregate amount sufficient
to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency
Sublimit then in effect.


 




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(ii)         Dispositions
and Recovery Events. If the Consolidated Leverage Ratio as of the end of the most recently ended fiscal quarter for which financial
statements of the Company are available is greater than 3.00 to 1.00 at the time that any Net Cash Proceeds are received by any
Loan Party or any Subsidiary in respect of any Disposition (other than any Permitted Transfers) or Recovery Event, the Borrowers
shall, within three (3) Business Days after such Net Cash Proceeds are so received, prepay the Loans and/or Cash Collateralize
the L/C Obligations as hereafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party
or any Subsidiary from such Disposition (other than Permitted Transfers) or Recovery Event; provided that, the Company or
any Subsidiary may cause the Net Cash Proceeds from such event (or a portion thereof) to be invested within 365 days after receipt
by the Company or any Subsidiary of such Net Cash Proceeds in the business of the Company and its Subsidiaries (including to consummate
any Acquisition permitted hereunder but excluding investments in current assets), in which case no prepayment shall be required
pursuant to this subsection in respect of the Net Cash Proceeds from such event (or such portion of such Net Cash Proceeds so invested)
except to the extent of any such Net Cash Proceeds that have not been so invested by the end of such 365-day period (or within
a period of 180 days thereafter if by the end of such initial 365-day period the Company or one or more Subsidiaries shall have
entered into an agreement or binding commitment to invest such Net Cash Proceeds or portion thereof), at which time a prepayment
shall be required in an amount equal to the Net Cash Proceeds that have not been so invested; provided further, that notwithstanding
the foregoing, (A) no prepayment shall be required to the extent the aggregate amount of such Net Cash Proceeds received by any
Loan Party or any Subsidiary with respect to such event does not exceed $10,000,000 and (B) the Borrowers may use a portion
of such Net Cash Proceeds to prepay, redeem or repurchase any Indebtedness that ranks pari passu in right of payment priority with
the Obligations and, to the extent the Collateral Period is in effect, is secured by the Collateral on a pari passu basis with
the Loans to the extent such Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing
such Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Disposition or Recovery Event, in
each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds and (y) a fraction, the
numerator of which is the outstanding principal amount of such Indebtedness and the denominator of which is the aggregate outstanding
principal amount of the Loans, L/C Obligations and such Indebtedness.


 


(iii)        Debt
Issuances. No later than one (1) Business Day after receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of
any Debt Issuance, the Borrowers shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereafter provided in
an aggregate amount equal to 100% of such Net Cash Proceeds.


 


(iv)        Application
of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows:


 


(A)         with
respect to all amounts prepaid pursuant to Section 2.05(b)(i)(A), first, ratably to the L/C Borrowings and the Swing
Line Loans (without any reduction in related Commitments), second, to the outstanding Revolving A Loans (without any reduction
in related Commitments), and, third, to Cash Collateralize the remaining L/C Obligations; and


 




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(B)         with
respect to all amounts prepaid pursuant to Section 2.05(b)(i)(B), to the outstanding Revolving B Loans (without any reduction
in related Commitments);


 


(C)         with
respect to all amounts prepaid pursuant to Section 2.05(b)(i)(C), to the outstanding Revolving A Loans (without any reduction
in related Commitments); and


 


(D)         with
respect to all amounts prepaid pursuant to Sections 2.05(b)(ii) and (iii), first to the Delayed-Draw Term Loan (ratably
to the remaining principal amortization payments), second, ratably to the L/C Borrowings and the Swing Line Loans (without
any reduction in related Commitments), third, ratably to the outstanding Revolving Loans (without any reduction in related
Commitments), and, fourth, to Cash Collateralize the remaining L/C Obligations.


 


Within the parameters
of the applications set forth above, prepayments shall be applied first to Base Rate Loans and Canadian Prime Rate Loans and then
to Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall
be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal
amount prepaid through the date of prepayment.


 


(v)         Limitation
of Prepayment Obligations. Notwithstanding any other provisions of this Section 2.05(b), (i) to the extent that
any or all of the Net Cash Proceeds of any Asset Sale by an International Subsidiary (other than a Canadian Subsidiary) (each
such Asset Sale an “International Asset Sale”) or the Net Cash Proceeds of any Recovery Event incurred by
an International Subsidiary (other than a Canadian Subsidiary) (each such Recovery Event an “International Recovery
Event”) are prohibited or delayed by applicable local Law (including financial assistance and corporate benefit
restrictions and fiduciary and statutory duties of the relevant directors) from being repatriated to the Borrowers to repay
the Obligations pursuant to Section 2.05(b)(ii), the portion of such Net Cash Proceeds so affected will not be
required to be applied to repay the Obligations at the time provided in Section 2.05(b)(ii), but may be retained by
the applicable International Subsidiary so long, but only so long, as the applicable local Law will not permit repatriation
to the Borrowers (the Borrowers hereby agreeing to use, and cause their Subsidiaries to use, commercially reasonable efforts
to overcome or eliminate any such restrictions on repatriation and/or minimize any such costs of prepayment and/or use the
other cash and Cash Equivalents of the Company and its Subsidiaries that are not affected by such restrictions to make the
relevant prepayment), and if and when the repatriation of any of such affected Net Cash Proceeds is permitted under the
applicable local Law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be promptly
(and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or
reserved against as a result thereof and additional costs relating to such repatriation) to the repayment of the Obligations
pursuant to this Section 2.05 or (ii) to the extent that the Company has reasonably determined in good faith that
repatriation to the Borrowers to repay the Obligations pursuant to Section 2.05(b)(ii) of any of or all the Net Cash
Proceeds of any International Asset Sale or Net Cash Proceeds of any International Recovery Event attributable to
International Subsidiaries (other than Canadian Subsidiaries) would have material adverse tax consequences with respect to
such Net Cash Proceeds, such Net Cash Proceeds so affected will not be


 






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required to be applied to repay such Obligations at the time provided in Section
2.05(b)(ii), but may be retained by the applicable International Subsidiary so long, but only so long, as the applicable adverse
tax consequences with respect to such Net Cash Proceeds remain (the Borrowers hereby agreeing to use commercially reasonable efforts
to overcome or eliminate any adverse tax consequences and/or use the other cash and Cash Equivalents of the Company and its Subsidiaries
that are not affected by such adverse tax consequences to make the relevant prepayment), and if and when the repatriation of any
of such affected Net Cash Proceeds would no longer have materially adverse tax consequences, such repatriation will be immediately
effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than two Business Days after such
repatriation) applied (net of additional taxes payable or reserved against as a result thereof and additional costs relating to
such repatriation) to the repayment of the Obligations pursuant to this Section 2.05.


 


2.06        Termination
or Reduction of Commitments.


 


(a)          Optional
Reductions. The Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving A Commitments, the
Aggregate Revolving B Commitments or the Delayed-Draw Term Loan Commitments, or from time to time permanently reduce the Aggregate
Revolving A Commitments, the Aggregate Revolving B Commitments or the Delayed-Draw Term Loan Commitments; provided that
(i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date
of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple
of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving A Commitments if, after
giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate
Revolving A Commitments, (iv) the Company shall not terminate or reduce the Aggregate Revolving B Commitments if, after giving
effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving
B Commitments, and (v) if, after giving effect to any reduction of the Aggregate Revolving A Commitments, the Letter of Credit
Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving A Commitments,
such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders
of any such notice of termination or reduction of the Aggregate Revolving A Commitments, the Aggregate Revolving B Commitments
or the Delayed-Draw Term Loan Commitments. Any reduction of the Aggregate Revolving A Commitments, the Aggregate Revolving B Commitments
or the Delayed-Draw Term Loan Commitments, as applicable, shall be applied to the Revolving A Commitment of each Revolving A Lender,
the Revolving B Commitment of each Revolving B Lender or the Delayed-Draw Term Loan Commitments, as applicable, in each case according
to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving A Commitments,
the Aggregate Revolving B Commitments or the Delayed-Draw Term Loan Commitments shall be paid on the effective date of such termination.
Notwithstanding anything herein to the contrary, if such reduction or termination notice specifies that it is conditioned upon
the occurrence of another transaction, such notice may be revoked by the Company if such condition is not satisfied.


 


(b)          Mandatory
Reductions. All Delayed-Draw Term Loan Commitments shall automatically terminate at the end of the Availability Period applicable
thereto.


 




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2.07        Repayment
of Loans.


 


(a)          Revolving
A Loans. The Borrowers shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Revolving A Loans
outstanding on such date.


 


(b)          Revolving
B Loans. The Borrowers shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Revolving B Loans
outstanding on such date.


 


(c)          Swing
Line Loans. At any time an Autoborrow Agreement is in effect with respect to such Swing Line Loans, the Swing Line Loans shall
be repaid in accordance with the terms of such Autoborrow Agreement. At any time no Autoborrow Agreement is in effect with respect
to such Swing Line Loans, the Borrowers shall repay each Swing Line Loan on the earlier to occur of (i) the date fifteen (15) Business
Days after such Swing Line Loan is made and (ii) the Maturity Date.


 


(d)          Delayed-Draw
Term Loan. The Company shall repay the outstanding principal amount of the Delayed-Draw Term Loan in the currency in which
it was originally funded, in installments payable on the last day of each calendar quarter (i.e. March 31, June 30, September 30
and December 31), commencing on the first full calendar quarter after the Delayed-Draw Term Loan has been funded, with each such
installment being equal to (i) for the first eight (8) full calendar quarters after the Borrowing of the Delayed-Draw Term Loan,
1.25% of the original principal amount of the Delayed-Draw Term Loan and (ii) each calendar quarter thereafter, 2.5% of the original
principal amount of the Delayed-Draw Term Loan, in each case, as such installments may be adjusted as a result of prepayments made
pursuant to Section 2.05, unless accelerated sooner pursuant to Section 8.02; provided, that, to the extent
not previously paid, the aggregate unpaid principal balance of the Delayed-Draw Term Loan shall be due and payable on the Maturity
Date.


 


2.08        Interest.


 


(a)          Subject
to the provisions of subsection (b) below, (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the sum of the Eurocurrency Rate for such Interest Period plus
the Applicable Rate applicable to such Loan; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the sum of the Base Rate plus the Applicable Rate applicable
to such Loan; (iii) each Canadian Prime Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Canadian Prime Rate plus the Applicable Rate; (iv) each U.S. Swing Line Loan shall
bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum
of the Base Rate plus the Applicable Rate applicable to such Loan (or with respect to any U.S. Swing Line Loan advanced
pursuant to a U.S. Autoborrow Agreement, such other rate as separately agreed in writing between the U.S. Borrowers and the U.S.
Swing Line Lender); and (v) each Canadian Swing Line Loan shall bear interest on the outstanding principal amount thereof from
the applicable borrowing date at a rate per annum equal to the sum of the Canadian Prime Rate plus the Applicable Rate applicable
to such Loan (or with respect to any Canadian Swing Line Loan advanced pursuant to a Canadian Autoborrow Agreement, such other
rate as separately agreed in writing between the Canadian Borrowers and the Canadian Swing Line Lender).


 


(b)          (i)          If
any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity,
by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.


 




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(ii)         If
any amount (other than principal of any Loan) payable by a Borrower under any Loan Document is not paid when due (without regard
to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required
Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default
Rate to the fullest extent permitted by applicable Laws.


 


(iii)        Accrued
and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.


 


(c)          Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may
be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment,
and before and after the commencement of any proceeding under any Debtor Relief Law.


 


(d)          For
the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis
of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation,
such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual
number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle
of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated
herein are intended to be nominal rates and not effective rates or yields.


 


2.09        Fees.


 


In addition to certain
fees described in subsections (h) and (i) of Section 2.03:


 


(a)          Commitment
Fees.


 


(i)          The
Company shall pay to the Administrative Agent, for the account of the Revolving A Lenders in accordance with their respective Applicable
Percentages, a commitment fee in Dollars equal to the product of (A) the Applicable Rate times (B) the actual daily amount
by which the Aggregate Revolving A Commitments exceed the sum of (y) the Outstanding Amount of Revolving A Loans and (z) the Outstanding
Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding
Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving A Commitments for purposes
of determining this commitment fee. This commitment fee shall accrue at all times during the Availability Period, including at
any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in
arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after
the Closing Date, and on the last day of the Availability Period. This commitment fee shall be calculated quarterly in arrears,
and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied
by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.


 




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(ii)         The
Company shall pay to the Administrative Agent, for the account of the Revolving B Lenders in accordance with their respective Applicable
Percentage, a commitment fee in Dollars equal to the product of (A) the Applicable Rate times (B) the actual daily amount
by which the Aggregate Revolving B Commitments exceed the Outstanding Amount of Revolving B Loans, subject to adjustment as provided
in Section 2.15. This commitment fee shall accrue at all times during the Availability Period, including at any time during
which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date,
and on the last day of the Availability Period. This commitment fee shall be calculated quarterly in arrears, and if there is any
change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in effect.


 


(iii)        The
Company shall pay to the Administrative Agent, for the account of each Term Lender with a Delayed-Draw Term Loan Commitment in
accordance with its Applicable Percentage, a commitment fee in Dollars equal to the product of (A) the Applicable Rate times
(B) the actual daily amount of its Delayed-Draw Term Loan Commitment, subject to adjustment as provided in Section 2.15.
This commitment fee shall accrue at all times prior to the termination of the Delayed-Draw Term Loan Commitments, including at
any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in
arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after
the Closing Date. This commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate
during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period
during such quarter that such Applicable Rate was in effect.


 


(b)          Other
Fees.


 


(i)          The
Company shall pay to MLPFS and the Administrative Agent for their own respective accounts, in Dollars, fees in the amounts and
at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason
whatsoever.


 


(ii)         The
Company shall pay to the Lenders, in Dollars, such fees as shall have been separately agreed upon in writing in the amounts and
at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.


 


2.10        Computation
of Interest and Fees; Retroactive Adjustments of Applicable Rate.


 


(a)          All
computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate)
and Loans denominated in Canadian Dollars or Australian Dollars shall be made on the basis of a year of 365 or 366 days, as
the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day
year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis
of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies as to which market
practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day
on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section
2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder
shall be conclusive and binding for all purposes, absent manifest error.


 






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(b)          If,
as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company
or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Company as of any applicable date was inaccurate
and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrowers
shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or
the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed
entry of an order for relief with respect to a Borrower under the Bankruptcy Code of the United States, automatically and without
further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest
and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph
shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under this Agreement.
The Borrowers’ obligations under this paragraph shall survive for one year following the termination of the Commitments and
the repayment of all other Obligations hereunder.


 


2.11        Evidence
of Debt.


 


(a)          The
Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the
Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each
Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and
the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect
the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict
between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request
of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative
Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each such promissory
note shall be in the form of Exhibit 2.11(a) (a “Note”). Each Lender may attach schedules to its Note
and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.


 


(b)          In
addition to the accounts and records referred to in subsection (a) above, each Lender and the Administrative Agent shall maintain
in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in
Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative
Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent
shall control in the absence of manifest error.


 




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2.12        Payments
Generally; Administrative Agent’s Clawback.


 


(a)          General.
All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim,
defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest
on Loans denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office
in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided
herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency
shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable
Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified
by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative
Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, a Borrower is prohibited
by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars
in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each
Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire
transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case
of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative
Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue
to accrue. If any payment to be made by a Borrower shall come due on a day other than a Business Day, payment shall be made on
the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.


 


(b)          (i)          Funding
by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior
to the proposed date of any Borrowing of Eurocurrency Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to
12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s
share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance
with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in
accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the
applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing
available to the Administrative Agent, then the applicable Lender and such Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the
date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in
the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily
charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by such Borrower,
the interest rate applicable to Base Rate Loans. If a Borrower and such Lender shall pay such interest to the Administrative Agent
for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest
paid by such Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then
the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by a Borrower shall be without
prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative
Agent.


 




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(ii)         Payments
by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower
prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder
that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on
such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the
case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders
or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date
such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.


 


A notice of the Administrative
Agent to any Lender or the Company with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest
error.


 


(c)          Failure
to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by
such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the applicable
Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are
not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as
received from such Lender) to such Lender, without interest.


 


(d)          Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and
Swing Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender
to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder
shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for
the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).


 


(e)          Funding
Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner
or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place
or manner.


 


2.13        Sharing
of Payments by Lenders.


 


If any Lender shall,
by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any
of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s
receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater
than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative
Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations
and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such
payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on
their respective Loans and other amounts owing them, provided that:


 




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(i)          if
any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered,
such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without
interest; and


 


(ii)         the
provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of a Borrower pursuant to and
in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting
Lender), (B) the application of Cash Collateral provided for in Section 2.14, or (C) any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing
Line Loans to any assignee or participant, other than an assignment to any Loan Party or any Subsidiary (as to which the provisions
of this Section shall apply).


 


Each Loan Party consents
to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation
pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.


 


2.14        Cash
Collateral.


 


(a)          Certain
Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and
such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason
remains outstanding, (iii) the Company shall be required to provide Cash Collateral pursuant to Section 8.02(c) or (iv)
there shall exist a Defaulting Lender, the Company shall immediately (in the case of clause (iii) above) or within one Business
Day (in all other cases) following any request by the Administrative Agent or the L/C Issuer provide Cash Collateral in an amount
not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv)
above, after giving effect to Section 2.15(b) and any Cash Collateral provided by the Defaulting Lender). Additionally,
if the Administrative Agent notifies the Company at any time that the Outstanding Amount of all L/C Obligations at such time exceeds
105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company
shall provide Cash Collateral for the Outstanding Amount of the L/C Obligations in an amount not less than the amount by which
the Outstanding Amount of all L/C Obligations exceeds the Letter of Credit Sublimit.


 


(b)          Grant
of Security Interest. The Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants
to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the
Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein,
and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the
obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c). If at any time the Administrative
Agent determines and notifies the Company in writing that Cash Collateral is subject to any Lien in favor of any Person other than
the Administrative Agent, the L/C Issuer or the Lenders as herein provided (other than Liens permitted under Section 7.01(a)
or Section 7.01(m)), or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the
Company will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral
in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject
to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Company shall pay on
demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection
with the maintenance and disbursement of Cash Collateral.


 




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(c)          Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14
or Sections 2.03, 2.05, 2.15 or 8.02 in respect of Letters of Credit shall be held and applied to the
satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided
by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided,
prior to any other application of such property as may otherwise be provided for herein.


 


(d)          Release.
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall
be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto
(including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following
compliance with Section 11.06(b)(vi))) or (ii) the determination by the Administrative Agent and the L/C Issuer that there
exists excess Cash Collateral; provided, however, (x) any such release shall be without prejudice to, and any disbursement
or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the
other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the L/C Issuer may agree that
Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.


 


2.15        Defaulting
Lenders.


 


(a)          Adjustments.
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such
time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:


 


(i)          Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01.


 




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(ii)         Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received
by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as
may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting
Lender to the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure
with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as the Company may request (so long
as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof
as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative
Agent and the Company, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s
potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s
future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement,
in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing
Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swing
Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;
seventh, so long as no Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment
of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court
of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings
in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related
Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment
shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior
to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans
and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with
the Commitments hereunder without giving effect to Section 2.15(b). Any payments, prepayments or other amounts paid or payable
to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant
to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably
consents hereto.


 


(iii)        Certain
Fees.


 


(A)         No
Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that Lender
is a Defaulting Lender (and the Company shall not be required to pay any such fee that otherwise would have been required to have
been paid to that Defaulting Lender).


 


(B)         Each
Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender
only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash
Collateral pursuant to Section 2.14.


 


(C)         With
respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Company
shall (x) pay to each Revolving A Lender that is a Non-Defaulting Lender that portion of any such fee otherwise payable to such
Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to
such Non-Defaulting Lender pursuant to clause (b) below, (y) pay to the L/C Issuer the amount of any such fee otherwise payable
to such Defaulting Lender to the extent allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (z)
not be required to pay the remaining amount of any such fee.


 




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(b)          Reallocation
of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C
Obligations and Swing Line Loans shall be reallocated among the Revolving A Lenders that are Non-Defaulting Lenders in accordance
with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only
to the extent that such reallocation does not cause the aggregate Revolving A Credit Exposure of any Non-Defaulting Lender to exceed
such Non-Defaulting Lender’s Revolving A Commitment. Subject to Section 11.20, no reallocation hereunder shall constitute
a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting
Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following
such reallocation.


 


(c)          Cash
Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (b) above cannot, or can only partially,
be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x)
first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second,
Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.14.


 


(d)          Defaulting
Lender Cure. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender
is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date
specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash
Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders
or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded
participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their
Applicable Percentages (without giving effect to Section 2.15(b)), whereupon such Lender will cease to be a Defaulting Lender;
provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of
the Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise
expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release
of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


2.16        Incremental
Facility Loans


 


(a)          Incremental
Facility Loans. Subject to the terms and conditions set forth herein, the Company shall have the right, from time to time after
the consummation of the IronPlanet Acquisition or the termination of the Delayed-Draw Term Loan Commitments, and upon at least
five Business Days’ prior written notice to the Administrative Agent (an “Incremental Request”), to request
to add one or more additional tranches of term loans (“Incremental Term Loans”; and any credit facility for
providing for any Incremental Term Loans being referred to as an “Incremental Term Facility”) and/or increase
the Aggregate Revolving A Commitments or the Aggregate Revolving B Commitments (the “Incremental Revolving Commitments”;
and revolving loans made thereunder the “Incremental Revolving Loans”); the Incremental Revolving Loans, together
with the Incremental Term Loans are referred to herein as the “Incremental Facility Loans”) subject,
however, in any such case, to satisfaction of the following conditions precedent:


 




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(i)          the
aggregate amount of all Incremental Revolving Commitments and Incremental Term Loans effected pursuant to this Section 2.16
shall not exceed $50,000,000;


 


(ii)         on
the date on which any Incremental Facility Amendment is to become effective, both immediately prior to and immediately after giving
effect to the incurrence of such Incremental Facility Loans and any related transactions, no Default shall have occurred and be
continuing;


 


(iii)        on
the date on which any Incremental Facility Amendment is to become effective, after giving effect to the incurrence of such Incremental
Facility Loans to be made on such date and any related transactions, on a Pro Forma Basis, the Loan Parties shall be in compliance
with the financial covenants set forth in Section 7.11;


 


(iv)        the
representations and warranties set forth in Article V shall be true and correct in all material respects (or if such representation
and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) on and as of the date on which
such Incremental Facility Amendment is to become effective, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct in all material respects (or if such representation and
warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) as of such earlier date;


 


(v)         such
Incremental Facility Loans shall be in a minimum amount of $25,000,000 and in integral multiples of $5,000,000 in excess thereof
(or such lesser amounts as agreed by the Administrative Agent);


 


(vi)        any
Incremental Revolving Commitments shall be made on the same terms and provisions (other than upfront fees) as apply to the existing
Revolving A Commitments or Revolving B Commitments, as applicable, including with respect to maturity date, interest rate and prepayment
provisions, and shall not constitute a credit facility separate and apart from the existing revolving credit facility set forth
in Section 2.01(a) or 2.01(b), as applicable;


 


(vii)       any
Incremental Term Loans shall: (A) rank pari passu in right of payment priority with the other Term Loans hereunder, (B) share ratably
with the other Loans in rights in the Collateral (if applicable) and the Guaranty, (C) have a maturity date that is no earlier
than the Maturity Date, (D) have a Weighted Average Life to Maturity that is no shorter than the Weighted Average Life to Maturity
of the Delayed-Draw Term Loan (it being understood that, subject to the foregoing, the amortization schedule applicable to such
Incremental Term Loans shall be determined by the Company and the Lenders of such Incremental Term Loans) and (E) otherwise be
on terms reasonably satisfactory to the Administrative Agent, provided that, such terms and documentation relating to such
Incremental Term Loans shall be on terms not materially more onerous, taken as a whole, to the Company and its Subsidiaries than
the existing Term Loans (except to the extent permitted above or below with respect to the maturity date, amortization and interest
rate and other than terms which are applicable only after the Maturity Date);


 




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(viii)      in
the case of any Incremental Term Loans, such Incremental Term Loans shall not have an All-In Yield that is greater than the All-In
Yield payable pursuant to the terms of this Agreement (as amended through the date of such calculation) with respect to the Delayed-Draw
Term Loan plus 50 basis points per annum, unless the interest rate with respect to the Delayed-Draw Term Loan shall be increased
(pursuant to the applicable Incremental Facility Amendment) so as to cause the then applicable All-In Yield under this Agreement
on the Delayed-Draw Term Loan to equal the All-In Yield then applicable to such Incremental Term Loans minus 50 basis points
per annum;


 


(ix)         in
the case of any Incremental Facility Loans, the Administrative Agent shall have received additional commitments in a corresponding
amount of such requested Incremental Facility Loans from either existing Lenders and/or one or more other institutions that qualify
as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment);
and


 


(x)          the
Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions
of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority
for such Incremental Facility Loans and the validity of such Incremental Facility Loans, and any other matters relevant thereto,
all in form and substance reasonably satisfactory to the Administrative Agent.


 


(b)          Each
Incremental Term Facility and any Incremental Revolving Commitments shall be evidenced by an amendment (an “Incremental
Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.16 (and
subject to the limitations set forth in the immediately preceding paragraph), executed by the Loan Parties, the Administrative
Agent and each Lender providing a portion of the Incremental Term Facility and/or Incremental Revolving Commitments, as applicable;
which such amendment, when so executed, shall amend this Agreement as provided therein. Each Incremental Facility Amendment shall
also require such amendments to the Loan Documents, and such other new Loan Documents, as the Administrative Agent reasonably deems
necessary or appropriate to effect the modifications and credit extensions permitted by this Section 2.16. Neither
any Incremental Facility Amendment, nor any such amendments to the other Loan Documents or such other new Loan Documents, shall
be required to be executed or approved by any Lender, other than the Lenders providing such Incremental Term Loans and/or Incremental
Revolving Commitments, as applicable, and the Administrative Agent, in order to be effective. The effectiveness of any Incremental
Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and as such
other conditions as requested by the Lenders under the Incremental Facility established in connection therewith.


 


2.17        Designated
Borrowers


 


(a)          Effective
as of the Closing Date, Ritchie Bros. Holdings Ltd., a Canadian corporation, Ritchie Bros. Properties Ltd., a Canadian corporation,
Ritchie Bros. Auctioneers (Canada) Ltd., a Canadian corporation, Ritchie Bros. Auctioneers (America), Inc., a Washington corporation,
Ritchie Bros. Holdings Inc., a Washington corporation, Ritchie Bros. Holdings (America) Inc., a Washington corporation, Ritchie
Bros. Properties Inc., a Washington corporation, Ritchie Bros. Holdings B.V., a Netherlands company, Ritchie Bros. Auctioneers
B.V., a Netherlands company, Ritchie Bros. Properties B.V., a Netherlands company, Ritchie Bros. Shared Services B.V., a Netherlands
company, Ritchie Bros. Auctioneers Pty Ltd., an Australian corporation, Ritchie Bros. Properties Pty Ltd., an Australian corporation,
Ritchie Bros. Auctioneers (UK) Limited, an English limited company, Ritchie Bros. Properties Japan KK, a Japanese corporation and
Ritchie Bros. Auctioneers (Japan) Kabusiki Kkaisha, a Japanese corporation, shall be “Designated Borrowers” hereunder
and may request Loans for its account on the terms and conditions set forth in this Agreement.


 




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(b)          The
Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such
shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any Wholly-Owned Subsidiary (an
“Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative
Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice in substantially the form of Exhibit 2.17(a)
(a “Designated Borrower Request”). If the Administrative Agent and each Lender that would be obligated to make
Loans to such Applicant Borrower agree in writing that such Applicant Borrower shall be entitled to receive Loans hereunder (it
being understood that a Lender shall be deemed to have acted reasonably in withholding its consent if (i) it is unlawful for such
Lender to make Loans under this Agreement to the proposed “Designated Borrower,” (ii) such Lender cannot or has not
determined that it is lawful to do so, (iii) the making of a Loan to the proposed “Designated Borrower” would reasonably
be expected to subject such Lender to material adverse tax consequences, (iv) such Lender is required or has determined that it
is prudent to register or file in the jurisdiction of formation or organization of the proposed Designated Borrower and it does
not wish to do so or (v) such Lender is restricted by operational or administrative procedures or other applicable internal policies
from extending credit under this Agreement to Persons in the jurisdiction in which such Subsidiary is located), then the Administrative
Agent, the Company and such Applicant Borrower shall execute and deliver to the Administrative Agent (for transmission to the Lenders)
an agreement in substantially the form of Exhibit 2.17(b) (a “Designated Borrower Joinder Agreement”).
Each Designated Borrower Joinder Agreement shall specify (i) any additional terms and conditions applicable to Loans to such Applicant
Borrower as agreed to by the Administrative Agent, the Company and such Applicant Borrower and (ii) the effective date upon which
the Applicant Borrower shall constitute a Designated Borrower for purposes hereof. Each Lender hereby agrees to permit each Designated
Borrower listed in each Designated Borrower Joinder Agreement to receive Loans hereunder, on the terms and conditions set forth
herein, and each party hereto agrees that each such Designated Borrower otherwise shall be a Borrower for all purposes of this
Agreement; provided that no Loan Notice may be submitted by or on behalf of such Designated Borrower until such effective
date. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities
provided for herein the Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates,
opinions of counsel, “know your customer” information and other documents or information, in form, content and scope
reasonably satisfactory to the Administrative Agent, in connection with such Designated Borrower Joinder Agreement as are required
and reasonably requested by the Administrative Agent or the Lenders in their reasonable discretion, and Notes signed by such new
Designated Borrowers to the extent any Lenders so require.


 


(c)          Each
Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant
to this Section 2.17 hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement
and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery
of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) if elected by such
Borrower in writing to the Administrative Agent, the receipt of the proceeds of any Loans made by the Lenders to any such Designated
Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective
only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only
by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction,
certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to
have been delivered to each Designated Borrower.


 




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(d)          The
Company may from time to time, upon not less than seven (7) Business Days’ notice from the Company to the Administrative
Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s
status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable
by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative
Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status.


 


2.18        Collateral
Release Event.


 


Following the occurrence
of a Collateral Release Event and provided no Event of Default has occurred and is continuing, the Administrative Agent shall promptly
release the Liens and security interests in the Collateral, all at the expense of the Company.


 


2.19        Designated
Lender.


 


Each Lender at its
option may make any Credit Extension to any Borrower by causing any domestic or foreign branch or Affiliate of such Lender (each
a “Designated Lender”) to make such Credit Extension (and in the case of an Affiliate, the provisions of Sections
3.01 through 3.05 and 11.04 shall apply to such Affiliate to the same extent as to such Lender); provided
that any exercise of such option shall not affect the obligation of the relevant Borrower to repay such Credit Extension in accordance
with the terms of this Agreement; provided, however, if any Lender or any Designated Lender determines that any Law
has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Designated
Lender to perform its obligations hereunder or to issue, make, maintain, fund or charge interest with respect to any Credit Extension
to any Borrower then, on notice thereof by such Lender to the Company through the Administrative Agent, and until such notice by
such Lender is revoked, any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any
such Credit Extension shall be suspended. Upon receipt of such notice, the Loan Parties shall, take all reasonable actions requested
by such Lender to mitigate or avoid such illegality.


 


ARTICLE
III


 


TAXES,
YIELD PROTECTION AND ILLEGALITY


 


3.01         Taxes.


 


(a)          Payments
Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.


 


(i)          Save
in respect of any payments made in connection with any Loan to a UK Borrower (a “UK Payment”) (to which subsection
(b) shall apply in place of this subsection (a)), any and all payments by or on account of any obligation of any Loan
Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws.
If any applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or
withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to
make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection
(h) below.


 




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(ii)         Without
limiting any Withholding Agent’s rights under Section 3.01(a)(i), if any Withholding Agent shall be required by the
Internal Revenue Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding
taxes, from any payment hereunder, then (A) the Administrative Agent shall withhold or make such deductions as are determined by
the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection
(h) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental
Authority in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account
of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding
or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01)
the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.


 


(iii)        If
any Withholding Agent shall be required by any applicable Laws other than the Internal Revenue Code to withhold or deduct any Taxes
from any payment, then (A) such Withholding Agent, as required by such Laws, shall withhold or make such deductions as are determined
by it to be required based upon the information and documentation it has received pursuant to subsection (h) below, (B)
such Withholding Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant
Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account
of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding
or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01)
the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.


 


(b)          Payments
free from UK Taxes.


 


(i)          Each
UK Payment made by a Loan Party under any Loan Document shall be made without a Tax Deduction, except as required by applicable
Laws.


 


(ii)         If
a Tax Deduction is required by Law to be made from any UK Payment, the amount of the applicable UK Payment due shall, unless subsection
(iii) below applies, be increased to an amount so that, after the Tax Deduction is made, the payee receives an amount equal to
the amount it would have received had no Tax Deduction been required.


 


(iii)        No
Loan Party is required to make an increased payment to a Lender under subsection (ii) above for a Tax Deduction in respect of Tax
imposed by the United Kingdom if, on the date that the payment falls due:


 




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(A)         the
payment could have been made to the relevant Lender without a Tax Deduction if such Lender had been a UK Qualifying Lender, but
on that date that such Lender is not, or has ceased to be, a UK Qualifying Lender other than as a result of any change after the
date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty
or any published practice or published concession of any relevant taxing authority; or


 


(B)         the
relevant Lender is a UK Non-Bank Lender and:


 


(1)         an
officer of HM Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931
of the ITA which relates to the payment and that such Lender has received from the UK Borrower making the payment or from the Company
a copy of that Direction; and


 


(2)         the
payment could have been made to such Lender without any Tax Deduction if that Direction had not been made; or


 


(C)         the
relevant Lender is a UK Non-Bank Lender and:


 


(1)         the
relevant Lender has not given a Tax Confirmation to the Borrower; and


 


(2)         the
payment could have been made to such Lender without any Tax Deduction if such Lender had given a Tax Confirmation to the UK Borrower,
on the basis that the Tax Confirmation would have enabled the UK Borrower to have formed a reasonable belief that the payment was
an “excepted payment” for the purpose of section 930 of the ITA; or


 


(D)         such
Lender is a Treaty Lender and the UK Borrower is able to demonstrate that the payment could have been made to that Lender without
a Tax Deduction had that Lender complied with its obligations under subsection (d)(iv) below.


 


(iv)        The
relevant Loan Party which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection
with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law.


 


(v)         Within
30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the relevant Loan Party
making that Tax Deduction or other payment shall deliver to the Administrative Agent for the Lender entitled to the interest to
which such Tax Deduction or payment relates, evidence that the Tax Deduction or other payment has been made or accounted for to
the relevant tax authority.


 


(c)          Lender
UK Tax Status.


 


(i)          Each
Lender in respect of a Loan to a UK Borrower confirms, for the benefit of the Administrative Agent and without any liability to
the Lenders, that:


 




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(A)         in
the case of a Lender party to this Agreement at the Closing Date, that as at the Closing Date, it has the tax status set out opposite
its name in Schedule 2.01; or


 


(B)         in
the case of any other Lender, that as at the relevant date on which its participation in the relevant Loan becomes effective, it
is:


 


(1)         a
UK Bank Lender;


 


(2)         a
UK Non-Bank Lender;


 


(3)         a
UK Treaty Lender; or


 


(4)         it
is not a UK Qualifying Lender,


 


as the same
shall be expressly indicated in the relevant Assignment and Assumption that is executes.


 


(ii)         Each
Lender expressed to be a “UK Non-Bank Lender” in Schedule 2.01 or in the Assignment and Assumption pursuant
to which it becomes a Lender confirms, for the benefit of the Administrative Agent and without any liability to the Lenders, that
on the Closing Date, or on the relevant effective date specified in each Assignment and Assumption that it is a UK Non-Bank Lender
on that date.


 


(d)          UK
Treaty Lenders.


 


(i)          A
UK Treaty Lender which becomes a party to this Agreement on the Closing Date that holds a passport under the HMRC DT Treaty Passport
scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of
the Administrative Agent and without liability to any Loan Party) by including its scheme reference number and its jurisdiction
of tax residence opposite its name in Schedule 2.01.


 


(ii)         A
new Lender that is a UK Treaty Lender and holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme
to apply to this Agreement, shall include an indication to that effect (for the benefit of the Administrative Agent and without
liability to any Loan Party) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and
Assumption which it executes.


 


(iii)        If
a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with subsections (i) or
(ii) above, then no Loan Party shall make any filing under or in relation to the HMRC DT Treaty Passport Scheme in respect of that
Lender's Commitment(s) or its participation in any Loan unless that Lender otherwise agrees.


 


(iv)        Each
UK Treaty Lender and each Loan Party that makes a UK Payment to which that UK Treaty Lender is entitled shall cooperate in completing
any procedural formalities as may be necessary for the relevant Loan Party to obtain authorization to make that payment without
a Tax Deduction (except for where a Lender includes the indication described in subsection (i) or (ii) above, in which case such
Lender shall be under no further obligations pursuant to this subsection (d)(iv)) save where any form DTTP-2 filed by a Loan Party
under the HMRC DT Treaty Passport Scheme is rejected by HMRC or where any passport held by such Lender is withdrawn or ceases to
be valid or the HMRC DT Treaty Passport Scheme is withdrawn).


 




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(e)          Payment
of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) or (b) above, the Loan Parties shall
timely pay to the relevant Governmental Authority in accordance with applicable Laws, or at the option of the Administrative Agent
timely reimburse it for the payment of, any Other Taxes.


 


(f)          Tax
Indemnifications. (i) Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and
shall make payment in respect thereof within ten days after demand therefor, for the full amount of any Indemnified Taxes (including
Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by
such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to the Company by a Lender or the L/C Issuer (with
a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer,
shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the
Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender
or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(f)(ii)
below.


 


(ii)         Each
Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days
after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer
(but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and
without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent and the Loan Parties, as applicable,
against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating
to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any
Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent
or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether
or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the
amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.
Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time
owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount
due to the Administrative Agent under this clause (ii).


 


(g)          Evidence
of Payments. Upon request by the Company, the Administrative Agent or the applicable Lender, as the case may be, after any
payment of Taxes by any Loan Party, the Administrative Agent or such Lender, as the case may be, to a Governmental Authority as
provided in this Section 3.01, such Person shall deliver to the requesting Person the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment
or other evidence of such payment reasonably satisfactory to the applicable Person.


 




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(h)          Status
of Lenders; Tax Documentation.


 


(i)          Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
(other than an exemption from, or reduction of, UK withholding Tax in respect of which the obligations set out in this paragraph
shall not apply) shall deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the Company
or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Law or the taxing authorities
of a jurisdiction pursuant to such applicable Law or reasonably requested by the Company or the Administrative Agent as will permit
such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested
by the Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested
by the Company or the Administrative Agent as will enable the Company or the Administrative Agent to determine whether or not such
Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the
preceding two sentences, the completion, execution and submission of such documentation (other than such documentation either (1)
set forth in Section 3.01(h)(ii)(A), 3.01(h)(ii)(B) and 3.01(h)(ii)(D) below or (2) required by applicable
Law other than the Internal Revenue Code or the taxing authorities of the jurisdiction pursuant to such applicable Law to comply
with the requirements for exemption or reduction of withholding tax in that jurisdiction) shall not be required if in the Lender’s
reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense
or would materially prejudice the legal or commercial position of such Lender.


 


(ii)         Without
limiting the generality of the foregoing, in the event that a Borrower is a U.S. Person,


 


(A)         any
Lender that is a U.S. Person shall deliver to the Company and the Administrative Agent on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative
Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


(B)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent),
whichever of the following is applicable:


 




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(1)         in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable)establishing an
exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty
and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other
income” article of such tax treaty;


 


(2)         executed
copies of IRS Form W-8ECI;


 


(3)         in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal
Revenue Code, (x) a certificate substantially in the form of Exhibit 3.01-A to the effect that such Foreign Lender is not
a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder”
of such Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation”
described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y)
executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable); or


 


(4)         to
the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.01-B
or Exhibit 3.01-C, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided
that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the
portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit
3.01-D on behalf of each such direct and indirect partner;


 


(C)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent),
executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal
withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit
an applicable Withholding Agent to determine the withholding or deduction required to be made; and


 




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(D)         if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time
or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation
prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional
documentation reasonably requested by the Company or the Administrative Agent as may be necessary for an applicable Withholding
Agent to comply with its obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations
under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the Closing Date.


 


(iii)        Each
Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Company and the Administrative
Agent in writing of its legal inability to do so.


 


(i)          Treatment
of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file
for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer,
any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be.
If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which
it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this
Section 3.01, it shall pay to the Loan Party an amount equal to such refund (but only to the extent of indemnity payments
made, or additional amounts paid (including, for the avoidance of doubt, any Tax Payment), by a Loan Party under this Section
3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by
such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such
refund), provided that the Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to the Loan
Party pursuant to this Section 3.01(i) (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding
anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Loan
Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than
such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld
or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This
subsection shall not be construed to require any Recipient to make available its Tax returns (or any other information relating
to its Taxes that it deems confidential) to any Loan Party or any other Person.


 


(j)          Survival.
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and
the repayment, satisfaction or discharge of all other Obligations.


 


(k)          For
the avoidance of doubt, the term “Lender” shall, for purposes of this Section 3.01, include any L/C Issuer.


 




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3.02        Illegality.


 


If any Lender determines
that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending
Office to perform any of its obligations hereunder or make, maintain or fund or charge interest with respect to any Credit Extensions
or to determine or charge interest rates based upon the Eurocurrency Rate or the CDOR Rate (whether denominated in Dollars or an
Alternative Currency), or to determine or charge interest rates based upon the Eurocurrency Rate or the CDOR Rate, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars
or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the Company through the
Administrative Agent, (i) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such
Credit Extension or continue Eurocurrency Rate Loans or to convert Base Rate Loans or Canadian Prime Rate Loans, as applicable,
to Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Loans denominated in Dollars
or Canadian Dollars, to convert Base Rate Loans or Canadian Prime Rate Loans, as applicable, to Eurocurrency Rate Loans, shall
be suspended, (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate
on which is determined by reference to the Eurocurrency Rate component of the Base Rate, the interest rate on which Base Rate Loans
of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the
Eurocurrency Rate component of the Base Rate, and (iii) if such notice asserts the illegality of such Lender making or maintaining
Canadian Prime Rate Loans the interest rate on which is determined by reference to the CDOR Rate component of the Canadian Prime
Rate, the interest rate on which Canadian Prime Rate Loans of such Lender, shall, if necessary to avoid such illegality, be determined
by the Administrative Agent without reference to the CDOR Rate component of the Canadian Prime Rate, in each case until such Lender
notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist. Upon
receipt of such notice, (x) the applicable Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent),
prepay such Loans or, (A) if applicable and such Loans are denominated in Dollars, convert all Eurocurrency Rate Loans of such
Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality,
be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate) or (B) if applicable
and such Loans are denominated in Canadian Dollars, convert all Eurocurrency Rate Loans of such Lender to Canadian Prime Rate Loans
(the interest rate on which Canadian Prime Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined
by the Administrative Agent without reference to the CDOR Rate component of the Canadian Prime Rate), either on the last day of
the Interest Period therefor, if such Lender may lawfully continue to maintain such Loans to such day, or immediately, if such
Lender may not lawfully continue to maintain such Loans, (y) if such notice asserts the illegality of such Lender determining or
charging interest rates based upon the Eurocurrency Rate, the Administrative Agent shall during the period of such suspension compute
the Base Rate applicable to such Lender without reference to the Eurocurrency Rate component thereof until the Administrative Agent
is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon
the Eurocurrency Rate, and (z) if such notice asserts the illegality of such Lender determining or charging interest rates based
upon the CDOR Rate, the Administrative Agent shall during the period of such suspension compute the Canadian Prime Rate applicable
to such Lender without reference to the CDOR Rate component thereof until the Administrative Agent is advised in writing by such
Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the CDOR Rate. Upon any such
prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted.


 




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3.03        Inability
to Determine Rates.


 


(a)          If
in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (i) the Administrative
Agent determines that (A) deposits (whether in Dollars or an Alternative Currency) (or, in the case of Australian Dollars, bills
of exchange accepted by leading banks in the Australian interbank market) are not being offered to banks in the applicable interbank
market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (B) adequate and reasonable
means do not exist for determining the Eurocurrency Rate or the CDOR Rate for any requested Interest Period with respect to a proposed
Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed
Base Rate Loan or Canadian Prime Rate Loan, as applicable, or (C) a fundamental change has occurred in the foreign exchange or
interbank markets with respect to such Alternative Currency (including, without limitation, changes in national or international
financial, political or economic conditions or currency exchange rates or exchange controls) (in each case with respect to clause
(i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason
the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and
fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Company and
each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency
or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), (y) in the event
of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization
of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent
(upon the instruction of the Required Lenders) revokes such notice, and (z) in the event of a determination described in the preceding
sentence with respect to the CDOR Rate component of the Canadian Prime Rate, the utilization of the CDOR Rate component in determining
the Canadian Prime Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders)
revokes such notice. Upon receipt of such notice, a Borrower may revoke any pending request for a Borrowing of, conversion to or
continuation of Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted
such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.


 


(b)          Notwithstanding
the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of this Section, the Administrative
Agent in consultation with the Company and the Required Lenders, may establish an alternative interest rate for the Impacted Loans,
in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent
revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section, (2) the Administrative Agent
or the Required Lenders notify the Company that such alternative interest rate does not adequately and fairly reflect the cost
to the Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental
Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose
interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such
rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing
and provides the Administrative Agent and the Company written notice thereof.


 


3.04         Increased
Costs; Reserves on Eurocurrency Rate Loans.


 


(a)          Increased
Costs Generally. If any Change in Law shall:


 




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(i)          impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated
by Section 3.04(e)) or the L/C Issuer;


 


(ii)         subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)        impose
on any Lender or the L/C Issuer or the applicable interbank market any other condition, cost or expense affecting this Agreement
or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein;


 


and the result of any
of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or
of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating
in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit),
or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest
or any other amount) then, upon request of such Lender or the L/C Issuer, the applicable Borrowers will pay to such Lender or the
L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case
may be, for such additional costs incurred or reduction suffered.


 


(b)          Capital
Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or
any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or
liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s
capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement,
the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender,
or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s
or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s
or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect
to capital adequacy), then from time to time the applicable Borrowers will pay to such Lender or the L/C Issuer, as the case may
be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s
holding company for any such reduction suffered.


 


(c)          Certificates
for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth in reasonable detail the amount or amounts necessary
to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of
this Section and delivered to the Company shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the
L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten days after receipt thereof.


 


(d)          Mandatory
Costs. If any Lender or the L/C Issuer incurs any Mandatory Costs attributable to the Obligations, then from time to time the
Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such Mandatory Costs. Such amount shall be expressed as
a percentage rate per annum and shall be payable on the full amount of the applicable Obligations.


 




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(e)          Additional
Reserve Requirements. The Borrowers shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves
with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs
to the Lender of maintaining such reserves (as allocated to such Loan by such Lender and determined by such Lender in good faith,
which determination shall be conclusive), and (ii) as long as such Lender shall be required to comply with any reserve ratio
requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance
of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and
rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan
by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable
on each date on which interest is payable on such Loan, provided the Company shall have received at least 10 days’
prior notice (with a copy to the Administrative Agent) of such additional costs from such Lender. If a Lender fails to give notice
10 days prior to the relevant Interest Payment Date, such additional costs shall be due and payable 10 days from receipt of such
notice.


 


(f)          Delay
in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing
provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such
compensation, provided that the Borrowers shall not be required to compensate a Lender or the L/C Issuer pursuant to the
foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the
date that such Lender or the L/C Issuer, as the case may be, notifies the Company of the Change in Law giving rise to such increased
costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that,
if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above
shall be extended to include the period of retroactive effect thereof).


 


3.05         Compensation
for Losses.


 


Upon demand of any
Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly after receipt of a written request
by any Lender affected by any such event (which request shall set forth in reasonable detail the basis for requesting such amount)
compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:


 


(a)          any
continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan on a day other than the last day of the Interest
Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);


 


(b)          any
failure by a Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert
any Eurocurrency Rate Loan on the date or in the amount notified by such Borrower;


 


(c)          any
failure by a Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in
an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or


 


(d)          any
assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request
by the Company pursuant to Section 11.13;


 




    96


     


    

 


including any foreign
exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan
or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange
contract (but excluding any loss of anticipated profits). The Borrowers shall also pay any customary administrative fees charged
by such Lender in connection with the foregoing.


 


For purposes of calculating
amounts payable by the Borrowers to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each
Eurocurrency Rate Loan made by it at the Eurocurrency Rate used in determining the Eurocurrency Rate for such Loan by a matching
deposit or other borrowing in the interbank market for such currency for a comparable amount and for a comparable period, whether
or not such Eurocurrency Rate Loan was in fact so funded.


 


3.06         Mitigation
Obligations; Replacement of Lenders.


 


(a)          Designation
of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires a Borrower to pay
any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any
Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then
at the request of the Company such Lender or the L/C Issuer, as applicable, shall use reasonable efforts to designate a different
Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, as applicable, such designation or assignment (i)
would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or
eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such
Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to
such Lender or the L/C Issuer, as the case may be. The Borrowers hereby agree to pay all reasonable costs and expenses incurred
by any Lender or the L/C Issuer in connection with any such designation or assignment.


 


(b)          Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if a Borrower is required to pay any Indemnified
Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01
and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section
3.06(a), the Company may replace such Lender in accordance with Section 11.13.


 


3.07         Survival.


 


All of the Loan Parties’
obligations under this Article III shall survive termination of the Commitments, repayment of all other Obligations hereunder,
and resignation of the Administrative Agent.


 




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ARTICLE
IV



CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


4.01         Conditions
of Initial Credit Extension.


 


This Agreement shall
become effective upon, and the obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject
to, the satisfaction of the following conditions precedent:


 


(a)          Receipt
by the Administrative Agent of the following, each in form and substance reasonably satisfactory to the Administrative Agent and
each Lender:


 


(i)          Loan
Documents. Executed counterparts of this Agreement and the other Loan Documents required to be executed and delivered on the
Closing Date, each properly executed by a Responsible Officer of the signing Loan Party and, in the case of this Agreement, by
each Lender.


 


(ii)         Opinions
of Counsel. Favorable opinions of legal counsel to the Loan Parties (or, if customary in a Loan Party’s jurisdiction
of incorporation or organization, of legal counsel to the Administrative Agent), addressed to the Administrative Agent and each
Lender, dated as of the Closing Date.


 


(iii)        Organization
Documents, Resolutions, Etc.


 


(A)         copies
of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental
Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary
or assistant secretary or (where customary) a director of such Loan Party to be true and correct as of the Closing Date;


 


(B)         such
certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each
Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each such Responsible Officer
thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such
Loan Party is a party;


 


(C)         with
respect to each Loan Party incorporated or organized in the Netherlands or England and Wales, resolutions signed by all holders
of the issued shares of such Loan Party, authorizing and approving such Loan Party’s execution, delivery and performance
of this Agreement and the other Loan Documents to which it is party, if applicable;


 


(D)         with
respect to each Loan Party incorporated or organized in the Netherlands, if applicable, a copy of: (i) resolutions of the supervisory
board of such Loan Party approving the terms of, and the transactions contemplated by, this Agreement and the other Loan Documents
to which it is a party; (ii) a request for advice from the works council of such Loan Party in respect of the Loan Documents to
which it is a party; and (iii) an unconditional positive works council advice of the works council of such Loan Party; and


 


(E)         to
the extent applicable under applicable Law, such documents and certifications as the Administrative Agent may reasonably require
to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage
in business in its jurisdiction of organization or formation (including, without limitation, in the case of any Loan Party incorporated
or organized in the Netherlands, an up-to-date extract of the registration of such Loan Party in the trade register of the Dutch
Chamber of Commerce).


 




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(iv)        Closing
Certificate. A certificate signed by a Responsible Officer of the Company certifying that the conditions specified in Sections
4.02(a) and 4.02(b) have been satisfied.


 


(b)          IronPlanet
Acquisition. Receipt by the Administrative Agent of a fully-executed copy of the IronPlanet Acquisition Agreement, certified
as complete and correct by a Responsible Officer of the Company. The IronPlanet Acquisition Agreement shall not have been amended,
modified or waived nor shall any consent thereunder have been given subsequent to the execution thereof which is materially adverse
to the Company, the Lenders or the Administrative Agent without the prior written consent of the Administrative Agent (it is hereby
understood and agreed that (i) a reduction in the purchase price in connection with the IronPlanet Acquisition of less than 10%
shall not be deemed to be materially adverse to the interests of the Lenders and (ii) an increase in the purchase price in connection
with the IronPlanet Acquisition shall not be deemed to be materially adverse to the interests of the Lenders if such increase is
not funded with Indebtedness for borrowed money; provided that no purchase price or similar adjustment provisions set forth
in the IronPlanet Acquisition Agreement shall constitute a reduction or increase in the purchase price).


 


(c)          Repayment
of Existing Indebtedness. All of the existing Indebtedness for borrowed money of the Company and its Subsidiaries (other than
Indebtedness permitted to exist pursuant to Section 7.02) shall be repaid in full and all security interests related thereto
(if any) shall be terminated on or prior to the Closing Date.


 


(d)          Specified
Commitment Line Contact. The Lenders shall have confirmed that the Japanese Borrowers fall under either one of the companies
listed in Article 2, Paragraph 1 of the Act on Specified Commitment Line Contract of Japan (Act No. 4 of 1999) at the time of the
execution of this Agreement.


 


(e)          Fees.
Receipt by the Administrative Agent, the Lead Arrangers and the Lenders of all fees required to be paid to them by the Loan Parties
in connection with this Agreement on or before the Closing Date.


 


(f)          Attorney
Costs. The Company shall have paid reasonable and documented all fees, charges and disbursements of counsel to the Administrative
Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least one Business Day prior
to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate
of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that
such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent) to the
extent such estimate is invoiced at least one Business Day prior to the Closing Date.


 


Without limiting the
generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions
specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved
or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing
Date specifying its objection thereto.


 




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4.02         Conditions
to all Credit Extensions.


 


The obligation of each
Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans
to the other Type, or a continuation of Eurocurrency Rate Loans, and other than the initial Borrowing of the Delayed-Draw Term
Loan) is subject to the following conditions precedent:


 


(a)          The
representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained
in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects
(or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) on
and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to
an earlier date, in which case they shall be true and correct in all material respects (or if such representation and warranty
is qualified by materiality or Material Adverse Effect, it shall be true and correct) as of such earlier date.


 


(b)          No
Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.


 


(c)          The
Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension
in accordance with the requirements hereof.


 


(d)          In
the case of a Credit Extension to be denominated in an Alternative Currency, such currency remains an Eligible Currency.


 


Each Request for Credit
Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency
Rate Loans, and other than the initial Borrowing of the Delayed-Draw Term Loan) submitted by a Borrower shall be deemed to be a
representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and
as of the date of the applicable Credit Extension.


 


4.03         Conditions
to Delayed-Draw Term Loan


 


Notwithstanding any
provision herein to the contrary, the obligation of each Lender make the initial Borrowing of the Delayed-Draw Term Loan is only
subject to the following conditions precedent:


 


(a)          Receipt
by the Administrative Agent of the following:


 


(i)          Joinder
Agreement. Executed counterparts of a Joinder Agreement, properly executed by a Responsible Officer of the signing IronPlanet
Guarantor.


 


(ii)         Collateral
Documents. Executed counterparts of the Security Agreement and the Canadian Security Agreement, each properly executed by a
Responsible Officer of the signing North American Loan Party.


 


(iii)        Opinions
of Counsel. Customary favorable opinions of legal counsel to the Loan Parties (including the IronPlanet Guarantors) executing
the Loan Documents on the IronPlanet Acquisition Closing Date (or, if customary in a Loan Party’s jurisdiction of incorporation
or organization, of legal counsel to the Administrative Agent), addressed to the Administrative Agent and each Lender, dated as
of the IronPlanet Acquisition Closing Date.


 




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(iv)        Organization
Documents, Resolutions, Etc.


 


(A)         copies
of the Organization Documents of each IronPlanet Guarantor certified to be true and complete as of a recent date by the appropriate
Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified
by a secretary or assistant secretary of such IronPlanet Guarantor to be true and correct as of the IronPlanet Acquisition Closing
Date;


 


(B)         such
customary certificates of resolutions or other customary action, incumbency certificates and/or other certificates of Responsible
Officers of each IronPlanet Guarantor as the Administrative Agent may require evidencing the identity, authority and capacity of
each such Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other
Loan Documents to which such IronPlanet Guarantor is a party; and


 


(C)         to
the extent applicable under applicable Law, such documents and certifications as the Administrative Agent may reasonably require
to evidence that each IronPlanet Guarantor is duly organized or formed, and is validly existing, in good standing and qualified
to engage in business in its state of organization or formation.


 


(v)         Solvency
Certificate. A solvency certificate, signed by a financial officer of the Company, in the form of Exhibit 4.03.


 


(vi)        Closing
Certificate. A certificate signed by a Responsible Officer of the Company certifying that the conditions specified in Section
4.03(e) have been satisfied.


 


(vii)       Personal
Property Collateral.


 


(A)         UCC
and PPSA financing statements (with respect to that portion of the Collateral for which a security interest can be perfected by
filing a UCC or PPSA financing statement) to the Administrative Agent in proper form for filing in the relevant United States state
or commonwealth UCC filing office(s) or other similar Canadian filing office and to authorize and to cause the applicable grantor
to authorize the Administrative Agent to file such UCC and PPSA financing statements; and


 


(B)         subject
to Section 6.16, all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant
to the Collateral Documents, together with duly executed in blank, undated stock powers attached thereto (unless, with respect
to the pledged Equity Interests of any International Subsidiary (other than a Canadian Subsidiary), such stock powers are deemed
unnecessary by the Administrative Agent in its reasonable discretion under the Law of the jurisdiction of organization of such
Person).


 




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(b)          IronPlanet
Acquisition. The IronPlanet Acquisition shall be consummated substantially simultaneously with the initial borrowing of the
Delayed-Draw Term Loan in accordance in all material respects with the IronPlanet Acquisition Agreement (without any
amendment, modification or waiver thereof or any consent thereunder which is materially adverse to the Lenders (in their capacities
as such) without the prior written consent of the Administrative Agent (it being understood and agreed that (i) a reduction in
the consideration payable under the IronPlanet Acquisition Agreement of less than 10% shall not be deemed to be materially adverse
to the interests of the Lenders and (ii) an increase in such purchase price amount shall not be deemed to be materially adverse
to the Lenders if such increase is not funded with Indebtedness for borrowed money; provided that no purchase price
or similar adjustment provisions set forth in the IronPlanet Agreement shall constitute a reduction or increase in the purchase
price).


 


(c)          Material
Adverse Change. There shall not have occurred a “Material Adverse Change” (as defined in the IronPlanet Acquisition
Agreement) since August 29, 2016.


 


(d)          Existing
Indebtedness. (i) After giving effect to the IronPlanet Acquisition, IronPlanet shall have outstanding no Indebtedness other
than Indebtedness permitted under this Agreement and (ii) all Indebtedness under that certain Credit Agreement, dated as of September
16, 2015, among IronPlanet, as the borrower, the guarantors party thereto, SunTrust Bank, as administrative agent, and the lenders
party thereto shall have been paid in full and all commitments thereunder and security interests relating thereto shall have been
terminated.


 


(e)          Representations
and Warranties. (i) The Specified Representations shall be true and correct in all material respects (or if such representation
and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) on and as of the IronPlanet
Acquisition Closing Date and (ii) the representations and warranties made by or on behalf of IronPlanet in the IronPlanet Acquisition
Agreement as are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent
that either the Company or any of the Company’s Affiliates has the right (taking into account any applicable cure provisions)
to terminate its obligations under the IronPlanet Acquisition Agreement or the right to decline to consummate the IronPlanet Acquisition
(in each case, in accordance with the terms of the IronPlanet Acquisition Agreement) as a result of the failure of such representations
and warranties to be accurate.


 


(f)          Long-Term
Financing.


 


(i)          The
Company shall have received, or substantially concurrently with the initial Borrowing of the Delayed-Draw Term Loan shall receive,
gross proceeds of the Long-Term Financing.


 


(ii)         If
the Long-Term Financing is secured by Liens on any assets of the Company or any of its Subsidiaries (other than, in the case of
debt securities issued into escrow, Liens on the proceeds of such debt securities and any cash or Cash Equivalents consisting of
prefunded accrued interest in respect of such debt securities), the Administrative Agent shall have received a fully executed Intercreditor
Agreement.


 


(g)          Bankruptcy
Event of Default. No Event of Default under Section 8.01(f) or 8.01(g) shall have occurred and be continuing.


 


(h)          Request
for Credit Extension. The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements
hereof.


 




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(i)          Fees
and Expenses. All reasonable and documented out-of-pocket expenses of the Administrative Agent required to be paid by the Borrowers
on the IronPlanet Acquisition Closing Date (to the extent invoiced at least one Business Day prior to the funding date of the Delayed-Draw
Term Loans) shall, upon the IronPlanet Acquisition Closing Date, have been, or will be substantially simultaneously paid. In addition,
the Administrative Agent, the Lead Arrangers and the Lenders shall have received all fees required to be paid to them by the Loan
Parties in connection with this Agreement on or before the IronPlanet Acquisition Closing Date.


 


(j)          KYC
Information. The Administrative Agent shall have received, at least five Business Days prior to the IronPlanet Acquisition
Closing Date, all documentation and other information about the Loan Parties and their Subsidiaries required by regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation,
the PATRIOT Act and applicable Canadian law regarding anti-money laundering, anti-terrorist financing, government sanction and
“know your client” matters, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada),
that has been reasonably requested in writing by the Lenders at least 10 Business Days prior to the IronPlanet Acquisition
Closing Date.


 


The Request for Credit
Extension delivered to the Administrative Agent pursuant to Section 4.03(h) shall be deemed to be a representation and warranty
that the representations and warranties of the Company and its Subsidiaries contained in Article V are true and correct
true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse
Effect, it shall be true and correct) on and as of the IronPlanet Acquisition Closing Date, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or
if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) as of
such earlier date; provided, however, that the only representations and warranties the accuracy of which shall be
a condition precedent to the initial Borrowing of the Delayed-Draw Term Loan hereunder are the representations and warranties provided
pursuant to Section 4.03(e).


 


Without limiting the
generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions
specified in this Section 4.03, each Lender that has signed this Agreement shall be deemed to have consented to, approved
or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed IronPlanet
Acquisition Closing Date specifying its objection thereto.


 


ARTICLE
V



REPRESENTATIONS AND WARRANTIES


 


The Loan Parties represent
and warrant to the Administrative Agent and the Lenders that:


 


5.01         Existence,
Qualification and Power.


 


Each Loan Party and
each Subsidiary (a) is duly organized or formed, validly existing and, as applicable, in good standing (to the extent the concept
exists in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power
and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and
carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and
(c) is duly qualified and is licensed and, as applicable, in good standing (to the extent the concept exists in such jurisdiction)
under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires
such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so would
not reasonably be expected to have a Material Adverse Effect.


 




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5.02         Authorization;
No Contravention.


 


The execution, delivery
and performance by each Loan Party of each Loan Document to which such Person is party have been duly authorized by all necessary
corporate or other organizational action, and do not (a) contravene the terms of any of such Person’s Organization Documents;
(b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under (i)
any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or
any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Person or its property is subject, in each case, except to the extent any such conflict, breach or contravention
would not reasonably be expected to have a Material Adverse Effect; or (c) violate any applicable Law, except to the extent any
such violation would not reasonably be expected to have a Material Adverse Effect.


 


5.03         Governmental
Authorization; Other Consents.


 


No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary
or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement
or any other Loan Document to which such Loan Party is a party other than (a) those that have already been obtained and are in
full force and effect, (b) filings to perfect the Liens created by the Collateral Documents, and (c) except to the extent that
the failure to obtain or make such approval, consent, exemption, authorization, registration, action, notice or filing would not
reasonably be expected to have a Material Adverse Effect.


 


5.04         Binding
Effect.


 


Each Loan Document
has been duly executed and delivered by each Loan Party that is party thereto. Each Loan Document constitutes a legal, valid and
binding obligation of each Loan Party that is party thereto, enforceable against each such Loan Party in accordance with its terms,
except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and principles of good faith
and fair dealing.


 


5.05         Financial
Statements; No Material Adverse Effect.


 


(a)          The
financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present
in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except
as otherwise expressly noted therein (subject, in the case of unaudited financial statements, to the absence of footnotes and to
normal year-end audit adjustments).


 


(b)          The
Audited Financial Statements and the unaudited consolidated financial statements of the Company and its Subsidiaries for the fiscal
quarter ending June 30, 2016 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company
and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case
of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments).


 




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(c)          Since
the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate,
that has had or would reasonably be expected to have a Material Adverse Effect.


 


5.06         Litigation.


 


There are no actions,
suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties, threatened in writing, at law, in equity,
in arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary or against any of their properties
or revenues that would reasonably be expected to have a Material Adverse Effect.


 


5.07         No
Default.


 


(a)          No
Loan Party nor any Subsidiary is in default under or with respect to any Contractual Obligation of such Loan Party or Subsidiary
that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.


 


(b)          No
Default has occurred and is continuing.


 


5.08         Ownership
of Property.


 


Each Loan Party and
each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property
necessary or used in the ordinary conduct of its business, except where failure to have any of the foregoing would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


5.09         Environmental
Compliance.


 


Except as would not
reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries and their respective businesses,
operations and properties are in compliance with all applicable Environmental Laws.


 


5.10         Insurance.


 


The properties of the
Loan Parties and their Subsidiaries are insured with insurance companies (that are not Affiliates of the Company) that the Loan
Parties believe (in the good faith judgment of their management) were financially sound and reputable at the time the relevant
coverage was placed or renewed, in such amounts (after giving effect to any self-insurance reasonable and customary for similarly
situated Persons engaged in the same or similar business as the applicable Loan Party or applicable Subsidiary), with such deductibles
and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in
localities where the applicable Loan Party or the applicable Subsidiary operates.


 




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5.11         Taxes.


 


Each Loan Party and
its Subsidiaries have filed all federal, state, provincial and territorial income and other material tax returns and reports required
to be filed, and have paid all federal, state, provincial and territorial income and other material taxes, assessments, fees and
other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, in each
case except (a) those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate
reserves have been provided in accordance with GAAP (to the extent required thereby) and (b) where failure to do so would not reasonably
be expected to result in a Material Adverse Effect. There is no proposed tax assessment against any Loan Party or any Subsidiary
that would reasonably be expected to have a Material Adverse Effect. No Loan Party nor any Subsidiary is party to any tax sharing
agreement or tax funding agreement with a Person that is not an Affiliate, other than any such agreement entered into in the ordinary
course of business.


 


5.12         ERISA
Compliance; Canadian Plans.


 


(a)          Except
as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan
is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal
or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable
determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto
and, to the knowledge of the Borrowers, nothing has occurred which would reasonably be expected to prevent, or cause the loss of,
such qualification, except as would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably
be expected to have a Material Adverse Effect, each Borrower and each ERISA Affiliate have made all required contributions to each
Plan subject to Section 412 of the Internal Revenue Code, and no application for a funding waiver or an extension of any amortization
period pursuant to Section 412 of the Internal Revenue Code has been made with respect to any Plan.


 


(b)          There
are no pending or, to the knowledge of the Loan Parties, threatened in writing claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that would be reasonably expected to have a Material Adverse Effect. There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or would reasonably be
expected to result in a Material Adverse Effect.


 


(c)          Except
as would not reasonably be expected to have a Material Adverse Effect, (i) no ERISA Event has occurred or is reasonably expected
to occur; (ii) no Borrower or any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has
occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243
of ERISA with respect to a Multiemployer Plan; and (iii) no Loan Party or any ERISA Affiliate has engaged in a transaction that
could be subject to Section 4069 or 4212(c) of ERISA.


 


(d)          Each
Canadian Plan is in compliance in all material respects with its terms and the applicable provisions of applicable Laws, except
for matters of non-compliance which would not reasonably be expected to have a Material Adverse Effect. Each Canadian Plan which
is registered or required to be registered under applicable Laws, including the Income Tax Act (Canada) is so registered, and nothing
has occurred which would reasonably be expected to prevent, or cause the loss of, such registration, except to the extent as would
not reasonably be expected to have a Material Adverse Effect. Each Loan Party and each Subsidiary thereof has made all required
contributions to each applicable Canadian Plan, except as would not reasonably be expected to have a Material Adverse Effect. No
Loan Party or Subsidiary thereof maintains, contributes to, or has any direct or indirect, present or future, liability or obligation,
absolute, contingent or otherwise, in respect of a Canadian Defined Benefit Pension Plan.


 




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(e)          There
are no pending or, to the knowledge of the Loan Parties, threatened in writing claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Canadian Plan that would be reasonably expected to have a Material Adverse Effect. There has been
no prohibited transaction or violation with respect to any Canadian Plan that has resulted or would reasonably be expected to result
in a Material Adverse Effect.


 


(f)          Each
of the Canadian Plans is fully funded, on an ongoing basis, in accordance with the terms of the applicable Canadian Plan, the applicable
law, the administrative requirements of the applicable pension regulator and tax authority and the commonly accepted actuarial
principles, and there are no solvency deficiencies respecting any of the Canadian Plans, except as would not reasonably be expected
to have a Material Adverse Effect.


 


(g)          No
event has occurred with respect to the Canadian Plans that would reasonably be expected to have a Material Adverse Effect.


 


(h)          The
Company and its Subsidiaries have made full payment when due of all required contributions to any Foreign Plan, except where the
failure to do so would not reasonably be expected to result in a Material Adverse Effect.


 


5.13         Subsidiaries.


 


Set forth on Schedule
5.13 is a complete and accurate list as of the Closing Date of each Subsidiary of any Loan Party, together with (i) jurisdiction
of organization and (ii) percentage of outstanding shares of each class owned (directly or indirectly) by any Loan Party or any
Subsidiary, in each case as of the Closing Date.


 


5.14         Margin
Regulations; Investment Company Act.


 


(a)          No
Borrower is engaged and no Borrower will engage, principally or as one of its important activities, in the business of purchasing
or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing
or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not
more than 25% of the value of the assets (either of such Borrower only or of such Borrower and its Subsidiaries on a consolidated
basis) subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction contained in any agreement
or instrument between any Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope
of Section 8.01(e) will be margin stock.


 


(b)          None
of the Company or any Subsidiary is or is required to be registered as an “investment company”, or is otherwise subject
to regulation, under the Investment Company Act of 1940.


 




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5.15         Disclosure.


 


No report, financial
statement, certificate or other written information furnished by or on behalf of any Loan Party to the Administrative Agent or
any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder
or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not materially misleading; provided that (i) to the extent any such written material
was based upon or constitutes a forecast or projection, the Loan Parties represent only that such information was prepared in good
faith based upon assumptions believed to be reasonable at the time such material was prepared (it being recognized by the Administrative
Agent and the Lenders that such information is subject to significant uncertainties and contingencies and that no assurance can
be given that any particular forecast or projection will be realized and that actual results during the period or periods covered
thereby may vary and such variances may be material) and (ii) the Loan Parties and their Subsidiaries make no representations or
warranties with respect to information of a general economic or general industry nature.


 


5.16         Compliance
with Laws.


 


Each Loan Party and
Subsidiary is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or
to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith would not reasonably
be expected to have a Material Adverse Effect.


 


5.17         Intellectual
Property; Licenses, Etc.


 


Each Loan Party and
each Subsidiary owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents,
patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that
are reasonably necessary for the operation of their respective businesses, except where the failure to have any such rights, either
individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Except for such claims and
infringements that would not reasonably be expected to have a Material Adverse Effect, (a) no claim has been asserted and is pending
by any Person challenging or questioning the use of any IP Rights or the validity or effectiveness of any IP Rights, nor does any
Loan Party know of any such claim, and, (b) to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP
Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party
or any Subsidiary does not infringe on the rights of any Person.


 


5.18         Solvency.


 


The Company and its
Subsidiaries are Solvent on a consolidated basis on the Closing Date.


 


5.19         Perfection
of Security Interests in the Collateral.


 


Solely during the Collateral
Period, subject to Section 6.16 and all exceptions and limitations contained in the Loan Documents, the Collateral Documents
create valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and
Liens are currently perfected security interests and Liens to the extent required by the applicable Loan Documents, prior to all
other Liens other than Permitted Liens.


 


5.20         Sanctions
and Anti-Social Force.


 


(a)          None
of the Loan Parties, nor any of their Subsidiaries, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director,
officer or employee thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is
(i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s
Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant
sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction.


 




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(b)          Neither
the Company nor any of its Subsidiaries is classified as an Anti-Social Group, has any Anti-Social Relationship or has engaged
in Anti-Social Conduct, whether directly or indirectly through a third party.


 


5.21         Anti-Corruption
Laws.


 


The Loan Parties and
their Subsidiaries conduct their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the Corruption
of Foreign Public Officials Act (Canada), the UK Bribery Act 2010, and other similar anti-corruption legislation in other applicable
jurisdictions and have instituted and maintain policies and procedures designed to promote and achieve compliance with such laws.


 


5.22         No
EEA Financial Institution.


 


No Loan Party is an
EEA Financial Institution.


 


5.23         Australian
Borrowers


 


No Australian Borrower
has entered into any Loan Document, or holds any property, as a trustee of any trust or settlement.


 


5.24         Japanese
Borrowers.


 


Each Japanese Borrower
falls under either one of the companies listed in Article 2, Paragraph 1 of the Act on Specified Commitment Line Contract of Japan
(Act No. 4 of 1999) at the time of its execution of this Agreement.


 


5.25         International
Loan Parties


 


(a)          No
International Loan Party nor any material part of its property has any immunity from jurisdiction of any court or from any legal
process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise)
under the Laws of the jurisdiction in which such International Loan Party is organized and existing in respect of its obligations
under the Applicable International Loan Party Documents.


 


(b)          As
of the date of execution and delivery thereof, the Applicable International Loan Party Documents are in proper legal form under
the Laws of the jurisdiction in which each International Loan Party is organized and existing for the enforcement thereof against
such International Loan Party under the Laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority
or admissibility in evidence of the Applicable International Loan Party Documents, in each case subject to any Debtor Relief Laws,
any general principles of law which are specifically referred to in any opinions of legal counsel delivered to the Administrative
Agent under this Agreement, any general principles of equity and principles of good faith and fair dealing. It is not necessary
to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable International Loan Party
Documents that the Applicable International Loan Party Documents be filed, registered or recorded with, or executed or notarized
before, any court or other authority in the jurisdiction in which the applicable International Loan Party is organized and existing
or that any registration charge or stamp or similar tax be paid on or in respect of the Applicable International Loan Party Documents
or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is
not required to be made until the Applicable International Loan Party Document or any other document is sought to be enforced and
(ii) any charge or tax as has been timely paid.


 




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(c)          There
is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental
Authority in or of the jurisdiction in which any International Loan Party is organized and existing either (i) on or by virtue
of the execution or delivery of the Applicable International Loan Party Documents or (ii) on any payment to be made by such International
Loan Party (in the case of a UK Borrower or a UK Guarantor, provided such payment is to a UK Qualifying Lender) pursuant to the
Applicable International Loan Party Documents, except as has been disclosed to the Lender.


 


(d)          The
execution, delivery and performance of the Applicable International Loan Party Documents executed by each International Loan Party
are, under applicable foreign exchange control regulations of the jurisdiction in which such International Loan Party is organized
and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot
be made or obtained until a later date (provided that any notification or authorization described in clause (ii) shall be
made or obtained as soon as is reasonably practicable).


 


ARTICLE
VI



AFFIRMATIVE COVENANTS


 


Until the Facility
Termination Date, each Loan Party shall and shall cause each Subsidiary to:


 


6.01         Financial
Statements.


 


Deliver to the Administrative
Agent (for transmittal to the Lenders):


 


(a)          within
ninety days after the end of each fiscal year of the Company, commencing with the fiscal year ending December 31, 2016, a consolidated
balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of
income or operations, changes in equity and cash flows for such fiscal year, setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by
a report and opinion of an independent certified public accountant of nationally recognized standing, which report and opinion
shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern”
or like qualification or exception or any qualification or exception as to the scope of such audit (other than any exception, qualification
or explanatory paragraph with respect to or resulting from an upcoming maturity date of the Loans occurring within one year from
the time such opinion is delivered); and


 




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(b)          within
forty-five days after the end of each of the first three fiscal quarters of each fiscal year of the Company, commencing with the
fiscal quarter ending September 30, 2016, a consolidated balance sheet of the Company and its Subsidiaries as at the end of such
fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the
Company’s fiscal year then ended, and the related consolidated statements of changes in equity and cash flows for such fiscal
quarter and for the portion of the Company’s fiscal year then ended, in each case setting forth in comparative form, as applicable,
the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal
year, all in reasonable detail and certified by the chief executive officer, chief financial officer, treasurer or controller of
the Company as fairly presenting in all material respects the financial condition, results of operations, equity and cash flows
of the Company and its Subsidiaries in accordance with GAAP, subject only to changes resulting from normal year-end audit adjustments
and the absence of footnotes.


 


As to any information
contained in materials furnished pursuant to Section 6.02(d), the Company shall not be separately required to furnish such
information under Section 6.01(a) or 6.01(b), but the foregoing shall not be in derogation of the obligation of the
Company to furnish the information and materials described in Section 6.01(a) or 6.01(b) at the times specified therein.


 


6.02         Certificates;
Other Information.


 


Deliver to the Administrative
Agent (for transmittal to the Lenders):


 


(a)          [reserved];


 


(b)          concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and 6.01(b) (commencing with the financial
statements delivered pursuant to Section 6.01(a) for the fiscal year ending December 31, 2016), a duly completed Compliance Certificate
signed by the chief executive officer, chief financial officer, treasurer or controller of the Company (which delivery may, unless
the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall
be deemed to be an original authentic counterpart thereof for all purposes);


 


(c)          not
later than March 31 of each year, the financial forecast for such year reviewed by the Company’s board of directors;


 


(d)          promptly
after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements
which a Loan Party or any Subsidiary files with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or any
comparable agency under comparable Laws, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;


 


(e)          promptly,
and in any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary, copies of each notice or
other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material
investigation or possible material investigation by such agency regarding financial or other operational results of any Loan Party
or any Subsidiary; and


 


(f)          promptly,
such additional information regarding the business, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance
with the terms of the Loan Documents, as the Administrative Agent or any Lender (through the Administrative Agent) may from time
to time reasonably request.


 




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Documents required
to be delivered pursuant to Section 6.01(a) or 6.01(b) or Section 6.02(d) (to the extent any such documents
are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to
have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s
website on the Internet at the website address listed on Schedule 11.02 (or any successor website address); or (ii) on which
such documents are (A) available on the website of the SEC at http://www.sec.gov or (B) posted on the Company’s behalf on
an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third
party website or whether sponsored by the Administrative Agent); provided that in the case of documents that are not available
on http://www.sec.gov: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon
its written request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given
by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent (by facsimile or electronic
mail) of the posting of any such documents and, if requested by the Administrative Agent, provide to the Administrative Agent by
electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation
to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility
to monitor compliance by the Company with any such request by a Lender for delivery, and each Lender shall be solely responsible
for requesting delivery to it or maintaining its copies of such documents.


 


The Company hereby
acknowledges that (a) the Administrative Agent and/or MLPFS may, but shall not be obligated to, make available to the Lenders and
the L/C Issuer materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company
Materials”) by posting the Company Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic
transmission system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”)
may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or
the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with
respect to such Persons’ securities. The Company hereby agrees that (w) all Company Materials that are to be made available
to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word
“PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,”
the Company shall be deemed to have authorized the Administrative Agent, MLPFS, the L/C Issuer and the Lenders to treat such Company
Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United
States federal and state securities Laws (provided, however, that to the extent such Company Materials constitute
Information, they shall be treated as set forth in Section 11.07); (y) all Company Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z)
the Administrative Agent and MLPFS shall be entitled to treat any Company Materials that are not marked “PUBLIC” as
being suitable only for posting on a portion of the Platform not designated as “Public Side Information.” Notwithstanding
the foregoing, the Company shall be under no obligation to mark any Company Materials “PUBLIC.”


 


6.03         Notices.


 


Promptly after a Responsible
Officer of the Company obtains actual knowledge thereof, notify the Administrative Agent of:


 


(a)          the
occurrence of any Default.


 


(b)          any
matter that has resulted or would reasonably be expected to result in a Material Adverse Effect.


 




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(c)          the
occurrence of any ERISA Event or any failure by any Loan Party or any Subsidiary thereof to perform its obligations under a Canadian
Plan, in each case that would reasonably be expected to have a Material Adverse Effect.


 


Each notice pursuant
to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Company setting forth details of
the occurrence referred to therein and stating what action the Company has taken and proposes to take with respect thereto. Each
notice pursuant to Section 6.03(a) shall describe with reasonable particularity any and all provisions of this Agreement
and any other Loan Document that have been breached.


 


6.04         Payment
of Taxes.


 


Pay and discharge,
as the same shall become due and payable, all its tax liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless (a) the same are being contested in good faith by appropriate proceedings diligently conducted and
adequate reserves in accordance with GAAP are being maintained by such Loan Party or such Subsidiary (to the extent required by
GAAP) or (b) the failure to pay or discharge the same would not reasonably be expected to result in a Material Adverse Effect.


 


6.05         Preservation
of Existence, Etc.


 


(a)          Preserve,
renew and maintain in full force and effect its legal existence and, if applicable, good standing under the Laws of the jurisdiction
of its organization except in a transaction permitted by Section 7.04 or 7.05.


 


(b)          Take
all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal
conduct of its business, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse
Effect.


 


(c)          Preserve
or renew all of its IP Rights, the non-preservation or non-renewal of which would reasonably be expected to have a Material Adverse
Effect.


 


6.06         Maintenance
of Properties.


 


Maintain, preserve
and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition,
ordinary wear and tear excepted and casualty and condemnation excepted, make all necessary repairs thereto and renewals and replacements
thereof, except, in each case, where the failure to do and of the foregoing would not reasonably be expected to have a Material
Adverse Effect.


 


6.07         Maintenance
of Insurance.


 


(a)          Maintain
in full force and effect insurance (including worker’s compensation insurance, liability insurance and casualty insurance)
with financially sound and reputable insurance companies not Affiliates of the Company, in such amounts (after giving effect to
any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar business as the applicable
Loan Party or applicable Subsidiary), with such deductibles and covering such risks as are customarily carried by companies engaged
in similar businesses and owning similar properties in localities where such Loan Party or such Subsidiary operates.


 




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(b)          Except
to the extent otherwise agreed by the Administrative Agent, during the Collateral Period, cause the Administrative Agent and its
successors and assigns to be named as lender’s loss payee or mortgagee, as its interest may appear, and/or additional insured
with respect to any such insurance providing liability coverage or coverage in respect of any Collateral, and use commercially
reasonable efforts to cause each provider of any such insurance to agree, by endorsement upon the policy or policies issued by
it or by independent instruments furnished to the Administrative Agent, that it will give the Administrative Agent thirty days
(or such lesser amount as the Administrative Agent may agree) prior written notice before any such policy or policies shall be
altered or canceled.


 


6.08         Compliance
with Laws.


 


Comply with the requirements
of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances
in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted; or (b) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.


 


6.09         Books
and Records.


 


Maintain proper books
of record and account, in which entries that are full, true and correct in all material respects and in conformity with GAAP consistently
applied are made of all material financial transactions and matters involving the assets and business of such Loan Party or such
Subsidiary, as the case may be.


 


6.10         Inspection
Rights.


 


Permit representatives
and independent contractors of the Administrative Agent (who may be accompanied by each Lender following the occurrence and during
the continuance of an Event of Default) to visit and inspect any of its properties, to examine its corporate, financial and operating
records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors,
officers, and independent public accountants, all at the expense of the Company and at such reasonable times during normal business
hours and as often as may be reasonably desired, upon reasonable advance notice to the Company; provided, however,
that excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not
exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one
such time shall be at the Company’s expense. The Administrative Agent and the Lenders shall give the Company the opportunity
to participate in any discussions with the Loan Parties’ and their Subsidiaries' independent public accountants.  Notwithstanding
anything to the contrary in this Section 6.10, none of the Company or any of its Subsidiaries will be required to disclose
or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade
secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender
(or their respective representatives or contractors) is prohibited by Law or any binding agreement (for which no exception is available
or approval has been obtained) or (iii) that is subject to attorney client privilege or constitutes attorney work product.


 


6.11         Use
of Proceeds.


 


Use the proceeds of
the Credit Extensions (a) to finance working capital, capital expenditures and other lawful corporate purposes (including Permitted
Acquisitions), and (b) to refinance certain existing Indebtedness; provided that the proceeds of the Delayed-Draw Term Loan
shall be used solely to finance the IronPlanet Acquisition and related transactions on the IronPlanet Acquisition Closing Date.


 




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6.12         ERISA
Compliance; Canadian Plans.


 


(a)          Do,
and cause each of its ERISA Affiliates to do, each of the following: (i) maintain each Plan in compliance in all material respects
with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state Law; (ii) cause each Plan that is
qualified under Section 401(a) of the Internal Revenue Code to maintain such qualification; and (iii) make all required contributions
to any Plan subject to Section 412, Section 430 or Section 431 of the Internal Revenue Code, in each case, except as would not
reasonably be expected to have a Material Adverse Effect.


 


(b)          Do,
cause each of its Subsidiaries to do, the following in respect of each Canadian Plan: (i) maintain such Canadian Plan and the registration
thereof in compliance in all material respects with its terms and all applicable Laws; (ii) not to cause or permit anything that
would result in the loss of the registration of such Canadian Plan; and (iii) make all required contributions on a timely basis
to such Canadian Plan, in each case, except as would not reasonably be expected to have a Material Adverse Effect.


 


6.13         Additional
Guarantors.


 


(a)          Within
thirty days (or such later date as the Administrative Agent may agree in its sole discretion) after any Person becomes a U.S. Subsidiary
or Canadian Subsidiary (in each case, that is not an Excluded Subsidiary), cause such Person to (i) become a Guarantor by executing
and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably
request for such purpose, and (ii) upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative
Agent such Organization Documents, resolutions and customary favorable opinions of counsel in connection with such Joinder Agreement
or such other documents referenced to in the foregoing clause (i), all in form, content and scope reasonably satisfactory to the
Administrative Agent.


 


(b)          Notwithstanding
anything to the contrary contained herein, cause any Subsidiary (including any Excluded Subsidiary) that Guarantees the Long-Term
Financing but is not a Loan Party to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement
or such other documents as the Administrative Agent shall reasonably request for such purpose, and (ii) upon the request of the
Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and customary
favorable opinions of counsel in connection with such Joinder Agreement or such other documents referenced to in the foregoing
clause (i), all in form, content and scope reasonably satisfactory to the Administrative Agent.


 


(c)          Cause
such Subsidiaries of the Company as are reasonably acceptable to the Administrative Agent (it being understood that any Subsidiary
organized under the Laws of Canada or any province or territory thereof, the United States or any State thereof or the District
of Columbia, Australia, Japan, Netherlands or the United Kingdom is acceptable) to become Guarantors such that at least 67.5% of
the Consolidated EBITDA (determined as of the most recent fiscal quarter end for which financial statements have been delivered
pursuant to Section 6.01(a) or 6.01(b) (or, if prior to the first such delivery after the Closing Date, as of June
30, 2016)) is (i) attributable to Persons that are Loan Parties and (ii) at any time during the Collateral Period, attributable
to Persons that are Loan Parties and have pledged their assets as Collateral to secure the Obligations, to the extent required
by the Loan Documents (the “Minimum Guaranty Requirement”). Such additional Guarantors shall (A) execute and
deliver to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably request
for such purpose, and (B) upon the request of the Administrative Agent, deliver to the Administrative Agent such Organization Documents,
resolutions and customary favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative
Agent.


 




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6.14        Pledged
Assets.


 


(a)          Equity
Interests. During the Collateral Period, cause 100% of the issued and outstanding Equity Interests of each Subsidiary directly
owned by any Loan Party (other than Excluded Property) to be subject at all times to a first priority, perfected Lien in favor
of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents, and, in connection with the foregoing,
deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request including, any
filings and deliveries to perfect such Liens and customary favorable opinions of counsel all in form and substance reasonably satisfactory
to the Administrative Agent; provided, however, notwithstanding anything to the contrary in this Agreement or any
other Loan Document, in the case of any pledge of the Equity Interests of any CFC or of the Equity Interests of any U.S. Subsidiary
all or substantially all of the assets of which consist of the Equity Interests of one or more CFCs, in each case, such pledge
shall be limited to 65% (or such greater percentage that, due to a change in an applicable Law after the IronPlanet Acquisition
Closing Date, (A) could not reasonably be expected to cause the undistributed earnings of such CFC or of the CFCs owned by such
U.S. Subsidiary as determined for United States federal income tax purposes, to be treated as a deemed dividend for United States
federal income tax purposes and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued
and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued
and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in such CFC or
such U.S. Subsidiary, as the case may be.


 


(b)          Other
Property. Subject to Section 6.16 and the other exceptions and limitations set forth in the Loan Documents, during the
Collateral Period, cause all property (other than Excluded Property) of each Loan Party to be subject at all times to first priority,
perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the Collateral Documents (subject to
Permitted Liens) and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative
Agent may reasonably request including filings and deliveries necessary to perfect such Liens, Organization Documents, resolutions
and favorable opinions of counsel to such Person, all in form, content and scope reasonably satisfactory to the Administrative
Agent and subject to Section 6.16 and the other exceptions and limitations set forth in the Loan Documents; provided,
however, that, notwithstanding anything to the contrary in this Agreement or any other Loan Document, no assets owned by
any CFC, any U.S. Subsidiary all or substantially all of the assets of which consist of the Equity Interests of one or more CFCs
or any U.S. Subsidiary that is a Subsidiary of a CFC, shall be required to be subject to a Lien hereunder to support the Obligations
of, or any Guaranty of, any U.S. Borrower or U.S. Guarantor. Such Liens in personal property and deliveries in connection therewith
will be provided promptly, but in the case of Subsidiaries consisting of or possessing Collateral that are formed or acquired after
the Closing Date, within thirty (30) days (or such longer period as the Administrative Agent may agree) of formation or acquisition.


 




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(c)          IronPlanet
Acquisition. Notwithstanding anything in this Section 6.14 to the contrary, with respect to the IronPlanet Acquisition,
the only conditions to the initial Borrowing of the Delayed-Draw Term Loan shall be as set forth in Section 4.03, and the
provisions of this Section 6.14 shall not apply until after the consummation of the IronPlanet Acquisition.


 


(d)          Foreign
Collateral Documents. Notwithstanding anything in this Section 6.14 to the contrary, unless the Company otherwise agrees,
nothing in this Section 6.14 or in any Loan Document shall require any Loan Party or any of their Subsidiaries to enter
into any Collateral Documents governed by, or take any steps to perfect a security interest under, the Law of any jurisdiction
other than the United States or Canada (or any political subdivision thereof).


 


6.15        Anti-Corruption
Laws.


 


Conduct its businesses
in compliance with the United States Foreign Corrupt Practices Act of 1977, the Corruption of Foreign Public Officials Act (Canada),
the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions and maintain policies and procedures
designed to promote and achieve compliance with such laws.


 


6.16        Post-Closing
Matters


 


To the extent not delivered
on the IronPlanet Acquisition Closing Date, deliver to the Administrative Agent:


 


(a)          within
2 Business Days after the IronPlanet Acquisition Closing Date (or such later date as agreed by the Administrative Agent in its
sole discretion), all certificates evidencing any certificated Equity Interests of IronPlanet Holdings, Inc. and its Subsidiaries
that are required to be pledged to the Administrative Agent pursuant to the Collateral Documents, together with duly executed in
blank, undated stock powers attached thereto (unless, with respect to the pledged Equity Interests of any International Subsidiary
(other than a Canadian Subsidiary), such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion
under the Law of the jurisdiction of organization of such Person);


 


(b)          within
30 days after the IronPlanet Acquisition Closing Date (or such later date as agreed by the Administrative Agent in its sole discretion):


 


(i)          duly
executed notices of grant of security interest in the form required by the Collateral Documents as are necessary, in the Administrative
Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the United States and Canadian
registered intellectual property of the North American Loan Parties, to the extent required by the applicable Collateral Documents;
and


 


(ii)         except
to the extent otherwise agreed by the Administrative Agent, copies of insurance policies or certificates of insurance of the Loan
Parties evidencing liability and casualty insurance meeting the requirements set forth in Section 6.07(b), including naming
the Administrative Agent and its successors and assigns as additional insured (in the case of liability insurance) or lender’s
loss payee (in the case of property insurance) on behalf of the Lenders.


 




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ARTICLE
VII


 


NEGATIVE
COVENANTS


 


Until the Facility
Termination Date, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly:


 


7.01        Liens.


 


Create, incur, assume
or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the
following:


 


(a)          Liens
pursuant to any Loan Document;


 


(b)          Liens
existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i)
additional property (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed
thereto) does not become subject to such Lien, and (ii) any renewal or extension of the obligations secured or benefited thereby
is permitted by Section 7.03;


 


(c)          Liens
(other than Liens imposed under ERISA, and other than Liens imposed under any Laws governing the administration of any Canadian
Plans) for taxes, assessments or governmental charges or levies not overdue for a period of more than 30 days or which are being
contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained
on the books of the applicable Person in accordance with GAAP (to the extent required thereby);


 


(d)          statutory
or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen and suppliers, construction Liens and other Liens
imposed by law (including Liens imposed under Laws governing the administration of Canadian Plans) or pursuant to customary reservations
or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not overdue
for a period of more than 30 days and are unfiled and no other action has been taken to enforce the same or are being contested
in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established;


 


(e)          pledges
or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other
social security legislation, other than any Lien imposed by ERISA and other than Liens in respect of any Canadian Plans relating
to pensions, and pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification
obligations of insurance carriers providing property, casualty or liability insurance to the Company or any of its Subsidiaries;


 


(f)          deposits
to secure the performance of bids, trade contracts, government contracts and leases (other than Indebtedness), statutory obligations,
surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health
safety and environmental obligations) incurred in the ordinary course of business;


 


(g)          easements,
rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial
in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere
with the ordinary conduct of the business of the applicable Person;


 


(h)          Liens
securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event
of Default under Section 8.01(h);


 




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(i)          Liens
securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any
property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the
products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (ii)
such Liens attach to the acquired property concurrently with or within 270 days after the acquisition thereof;


 


(j)          leases,
licenses, sublicenses or subleases granted to others not interfering in any material respect with the business of the Company and
its Subsidiaries, taken as a whole;


 


(k)          any
interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements
in foreign jurisdictions) relating to, leases permitted by this Agreement;


 


(l)          Liens
deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02(a);


 


(m)          normal
and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;


 


(n)          Liens
of a collection bank arising under Section 4-210 of the Uniform Commercial Code, or other applicable Law, on items in the course
of collection;


 


(o)          to
the extent the Long-Term Financing consists of private placement notes or a “term B” loan, Liens on assets constituting
Collateral securing such Long-Term Financing; provided that such Liens (other than, in the case of debt securities issued
into escrow to fund the IronPlanet Acquisition, Liens on the proceeds of such debt securities and any cash or Cash Equivalents
consisting of prefunded interest in respect of such debt securities) are subject to an Intercreditor Agreement;


 


(p)          Liens
existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a
Subsidiary; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming
a Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than proceeds or products thereof)
and (iii) such Lien covers only specific property and is not a “blanket” Lien on any category or type of property;


 


(q)          reservations,
limitations, provisos and conditions expressed in any original grants from any Governmental Authority or other grants of real or
immovable property, or interests therein, which do not materially affect the use of the affected land or detract from the value
thereof;


 


(r)          Liens
in favor of customs and revenue authorities arising under Law to secure payment of customs duties in connection with the importation
of goods in the ordinary course of business;


 


(s)          the
rights reserved to or vested in Governmental Authorities by statutory provisions or by the terms of leases, licenses, franchises,
grants or permits, which affect any land, to terminate the leases, licenses, franchises, grants or permits or to require annual
or other periodic payments as a condition of the continuance thereof;


 




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(t)          Liens
in favor of public utilities or to any municipalities or Governmental Authorities or other public authorities when required by
such utilities, municipalities or Governmental Authorities or such other public authorities in connection with the supply of services
or utilities to a Loan Party or Subsidiary;


 


(u)          Liens
(A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant
to Section 7.02 to be applied against the purchase price for such Investment or otherwise in connection with any escrow
arrangements with respect to any such Investment or any Disposition permitted under Section 7.05 (including any letter of
intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any
property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition,
as the case may be, would have been permitted on the date of the creation of such Lien;


 


(v)         Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(w)          in
the case of Indebtedness permitted under Section 7.03 (including the Long-Term Financing) issued into escrow, Liens on the
proceeds of such Indebtedness and any cash or Cash Equivalents consisting of prefunded interest in respect of such Indebtedness,
in each case for so long as such funds remain in escrow;


 


(x)          Liens
in favor of a consignor encumbering assets delivered to a Loan Party or a Subsidiary on consignment in the ordinary course of business;
and


 


(y)          additional
Liens securing obligations in an aggregate principal amount not to exceed at any one time outstanding the greater of $50,000,000
and 15% of Consolidated EBITDA as of the most recent four fiscal quarter period preceding the date of such transaction for which
financial statements were required to be delivered pursuant to Section 6.01(a) or 6.01(b) (or, if prior to the first
such delivery after the Closing Date, as of June 30, 2016) on a Pro Forma Basis, determined as of the date such Lien is incurred;
provided that such Liens (other than Liens securing obligations in an aggregate principal amount not to exceed at any one
time outstanding $5,000,000) do not encumber (i) owned real property of the Loan Parties or (ii) assets of Borrowers that are not
U.S. Borrowers or Canadian Borrowers.


 


7.02        Investments.


 


Make any Investments,
except:


 


(a)          Investments
by such Loan Party or such Subsidiary held in the form of cash or Cash Equivalents;


 


(b)          (i)
Investments existing as of the Closing Date and set forth on Schedule 7.02 and (ii) Investments existing as of the Closing
Date by the Company or any Wholly-Owned Subsidiary in the Company or any Wholly-Owned Subsidiary and any modification, renewal
or extension thereof; provided that the amount of the original Investment is not increased except as otherwise permitted
by this Section 7.02;


 


(c)          Investments
in the Company and Investments in Wholly-Owned Subsidiaries, so long as (i) no Event of Default exists immediately prior and immediately
after giving effect thereto and (ii) immediately after giving effect to any such Investment on a Pro Forma Basis, the Loan Parties
are in compliance with the financial covenants set forth in Section 7.11;


 




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(d)          Investments
by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a Loan Party, and Investments by any Loan Party
in another Loan Party;


 


(e)          Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit
in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled
account debtors to the extent reasonably necessary in order to prevent or limit loss;


 


(f)          Guarantees
permitted by Section 7.03;


 


(g)          Investments
made in accordance with the Company’s investment policy as in effect from time to time;


 


(h)          Permitted
Acquisitions;


 


(i)          Investments
received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers
and suppliers, in each case in the ordinary course of business;


 


(j)          loans
or advances to officers and employees of any Loan Party or any Subsidiary for travel arising in the ordinary course of business
for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes in an
aggregate amount not to exceed $20,000,000 at any time outstanding;


 


(k)          to
the extent constituting Investments, the creation of Liens, the consummation of fundamental changes, the consummation of Dispositions
and the making of Restricted Payments permitted under Sections 7.01, 7.04, 7.05 and 7.06, respectively
(and in each case, without reference to this Section 7.02);


 


(l)          promissory
notes and other noncash consideration received in connection with any Disposition permitted hereunder;


 


(m)          advances
in the form of prepayments of expenses, so long as such expenses were incurred in the ordinary course of business and are paid
in accordance with customary trade terms;


 


(n)          Investments
in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers
consistent with past practices;


 


(o)          (i)
intercompany advances among the Company and its Wholly-Owned Subsidiaries arising from their cash management and accounting operations
and (ii) intercompany loans, advances, or Indebtedness among the Company and its Wholly-Owned Subsidiaries having a term not exceeding
364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business;


 


(p)          Investments
represented by Swap Contracts permitted under Section 7.03;


 




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(q)          Investments
in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Article
4 customary trade arrangements with customers consistent with past practices;


 


(r)          advances
of payroll payments to employees in the ordinary course of business;


 


(s)          advances
to customers pursuant to underwritten contracts in the ordinary course of business;


 


(t)          other
Investments; provided that at the time any such Investment is made, (i) no Event of Default exists and (ii) the aggregate
outstanding amount of all Investments made in reliance on this clause (t) does not exceed the greater of $100,000,000 and 25% of
Consolidated EBITDA as of the most recent four fiscal quarter period preceding the date of such transaction for which financial
statements were required to be delivered pursuant to Section 6.01(a) or 6.01(b) (or, if prior to the first such delivery
after the Closing Date, as of June 30, 2016) on a Pro Forma Basis, determined as of the date such Investment is made; and


 


(u)          additional
Investments so long as (i) immediately after giving effect to such Investment, no Event of Default exists, and (ii) immediately
after giving effect to each such Investment on a Pro Forma Basis, the Consolidated Leverage Ratio as of the most recent four fiscal
quarter period preceding the date of such transaction for which financial statements were required to be delivered pursuant to
Section 6.01(a) or 6.01(b) (or, if prior to the first such delivery after the Closing Date, as of June 30, 2016)
is less than or equal to 3.00:1.00.


 


For purposes of determining
compliance with this Section 7.02, in the event that a proposed Investment (or portion thereof) meets the criteria of clauses
(a) through (u) above, the Company will be entitled to classify or later reclassify (based on circumstances existing on the date
of such reclassification) such Investment (or portion thereof) between such clauses (a) through (u), in a manner that otherwise
complies with this Section 7.02.


 


7.03        Indebtedness.


 


Create, incur, assume
or suffer to exist any Indebtedness, except:


 


(a)          Indebtedness
under the Loan Documents;


 


(b)          Indebtedness
outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided
that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount
otherwise permitted by this Section 7.03 or equal to a reasonable premium or other reasonable amount paid, and fees and
expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized
thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any),
and other material terms (other than pricing) taken as a whole, of any such refinancing, renewal or extension are no less favorable
in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced,
renewed or extended;


 


(c)          intercompany
Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to an
International Subsidiary (other than a Canadian Subsidiary that is a Loan Party) such Indebtedness shall not be prepaid unless
no Event of Default exists immediately prior to or immediately after giving effect to such prepayment;


 




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(d)          obligations
(contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were) entered
into by such Person in the ordinary course of business for the purpose of mitigating risks associated with liabilities, commitments,
investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by
such Person, and not for purposes of speculation or taking a “market view”;


 


(e)          purchase
money Indebtedness (including obligations in respect of capital leases) incurred to finance the acquisition, construction, repair,
replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that
(i) at the time of any such incurrence of such Indebtedness the aggregate outstanding principal amount of all such Indebtedness
in reliance on this clause (e) shall not exceed at any one time outstanding the greater of (A) $75,000,000 and (B) 15% of Consolidated
EBITDA as of the most recent four fiscal quarter period preceding the date of such transaction for which financial statements were
required to be delivered pursuant to Section 6.01(a) or 6.01(b) on a Pro Forma Basis, determined as of the date such
Indebtedness is incurred; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed;


 


(f)          the
Long-Term Financing (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness
is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other
reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to
any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral
(if any) and subordination (if any), and other material terms (other than pricing) taken as a whole, of any such refinancing, renewal
or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms
of the Indebtedness being refinanced, renewed or extended;


 


(g)          the
Secured Foreign Credit Facilities;


 


(h)          Indebtedness
of any Person that becomes a Subsidiary after the Closing Date; provided that (i) such Indebtedness exists at the time such
Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and
(ii) after giving effect to the Acquisition of such Subsidiary on a Pro Forma Basis, the Loan Parties are in compliance with the
financial covenants set forth in Section 7.11;


 


(i)          other
Indebtedness; provided that, at the time of any such incurrence of Indebtedness, the aggregate principal amount of Indebtedness
that is outstanding in reliance on this clause (i) shall not exceed the greater of $75,000,000 and 15% of Consolidated EBITDA as
of the most recent four fiscal quarter period preceding the date of such transaction for which financial statements were required
to be delivered pursuant to Section 6.01(a) or 6.01(b) (or, if prior to the first such delivery after the Closing
Date, as of June 30, 2016) on a Pro Forma Basis, determined as of the date such Indebtedness is incurred;


 


(j)          Guarantees
with respect to Indebtedness permitted under this Section 7.03;


 


(k)          Indebtedness
owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company in
the ordinary course of business;


 




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(l)          obligations
pursuant to any Cash Management Agreement and other Indebtedness in respect of netting services, overdraft protections and similar
arrangements and Indebtedness arising from the honoring of a bank or other financial institution of a check, draft or similar instrument
drawn against insufficient funds in the ordinary course of business;


 


(m)          Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn
by in the ordinary course of business against insufficient funds;


 


(n)          (i)
Indebtedness in the form of earn-outs, indemnification, incentive, non-compete, consulting or other similar arrangements and other
contingent obligations in respect of the IronPlanet Acquisition, any other Acquisitions or any other Investments permitted by Section
7.02 (both before and after any liability associated therewith becomes fixed) and (ii) Indebtedness arising from agreements
providing for indemnification related to sales of goods or adjustment of purchase price or similar obligations in any case incurred
in connection with the Disposition of any business, assets or Subsidiary; and


 


(o)          Indebtedness
of International Subsidiaries (other than Canadian Subsidiaries) in connection with letters of credit and bank guarantees; provided
that, at the time of any such incurrence of Indebtedness, the aggregate principal amount of Indebtedness that is outstanding in
reliance on this clause (o) shall not exceed $25,000,000.


 


For purposes of determining
compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the
categories of Indebtedness described in clauses (a) through (o) above, the Borrowers shall, in their sole discretion, classify
and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required
to include the amount and type of such Indebtedness in one or more of the above clauses.


 


7.04        Fundamental
Changes.


 


Merge, dissolve, liquidate,
amalgamate or consolidate with or into another Person, except that so long as no Event of Default exists or would result therefrom,
(a) the Company may merge, amalgamate or consolidate with any of its Subsidiaries provided that the Company is the continuing
or surviving Person, (b) any Subsidiary may merge or consolidate with any other Subsidiary provided that (i) if a North
American Loan Party is a party to such transaction, a North American Loan Party is the continuing or surviving Person and (ii)
if a Loan Party (other than a North American Loan Party) is a party to such transaction, a Loan Party is the continuing or surviving
Person, (c) the Company or any Subsidiary may merge with any other Person in connection with a Permitted Acquisition or other Investment
permitted hereunder provided that (i) if the Company is a party to such transaction, the Company is the continuing or surviving
Person and (ii) if a Loan Party is a party to such transaction, a Loan Party is the surviving Person, (d) any Subsidiary (other
than a Borrower) may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation
or winding up, as applicable, would not reasonably be expected to have a Material Adverse Effect, and (e) any Subsidiary (other
than a Borrower) may merge, dissolve, liquidate, amalgamate or consolidate with or into another Person to effect any Disposition
permitted under Section 7.05.


 


7.05        Dispositions.


 


Make any Disposition
except:


 


(a)          Permitted
Transfers;


 




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(b)          Dispositions
made in connection with the consummation of the IronPlanet Acquisition that are necessary or advisable to comply with applicable
Law or to avoid any impediment to the consummation of the IronPlanet Acquisition under any applicable Law;


 


(c)          Dispositions
of real property so long as the aggregate net book value of all real property sold or otherwise disposed of by the Loan Parties
and their Subsidiaries pursuant to this Section 7.05(c) in any fiscal year of the Company shall not exceed $75,000,000,
and, solely while a Collateral Period is in effect, $150,000,000 during the term of this Agreement; and


 


(d)          other
Dispositions so long as (i) in the case of any such Dispositions involving assets with a net book value in excess of $5,000,000,
at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation
of the transaction and shall be in an amount not less than the fair market value of the property disposed of, (ii) such transaction
does not involve the sale or other disposition of a minority equity interest in any Loan Party, (iii) such transaction does not
involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently
being disposed of in a transaction otherwise permitted under this Section 7.05, and (iv) the aggregate net book value of
all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions (x) in any
fiscal year of the Company shall not exceed $75,000,000 and (y) during the term of this Agreement shall not exceed $150,000,000;
provided, that for the purposes of clause (i) above, any Designated Non-Cash Consideration received in respect
of such Disposition having an aggregate fair market value as determined by the Company in good faith, taken together with all other
Designated Non-Cash Consideration received pursuant to this clause (ii) that is at that time outstanding, not in excess
of the greater of $20,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the
time received and without giving effect to subsequent changes in value, shall be deemed to be cash.


 


7.06        Restricted
Payments.


 


Declare or make, directly
or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:


 


(a)          each
Subsidiary may make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective
holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;


 


(b)          each
Loan Party and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests
of such Person;


 


(c)          so
long as no Event of Default exists immediately prior and after giving effect thereto, the Company may make additional Restricted
Payments in an aggregate amount during any fiscal year of the Company not to exceed $125,000,000; provided that (i) after
giving effect to any such Restricted Payment on a Pro Forma Basis, the Loan Parties shall be in compliance with the financial covenants
in Section 7.11 and (ii) any unused portion of the preceding basket for any fiscal year may be carried forward to the succeeding
fiscal years; and


 


(d)          additional
Restricted Payments shall be permitted; provided that (i) after giving effect to any such Restricted Payment on a Pro Forma
Basis, the Consolidated Leverage Ratio shall be less than or equal to 3.00 to 1.00 and (ii) no Event of Default exists immediately
prior and after giving effect thereto.


 




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7.07        Change
in Nature of Business.


 


Engage in any material
line of business substantially different from those lines of business conducted by the Loan Parties and their Subsidiaries on the
Closing Date or by IronPlanet on the Closing Date or any business reasonably related or incidental, ancillary or complementary
to any of the foregoing or constituting a reasonable extension of any of the foregoing.


 


7.08        Transactions
with Affiliates.


 


Enter into any transaction
or series of transactions with any Affiliate of such Person, whether or not in the ordinary course of business, involving aggregate
consideration in excess of $1,000,000, other than (a) advances of working capital to any Loan Party or any Subsidiary, (b) transfers
of cash and assets to any Loan Party or any Subsidiary, (c) transactions with an Affiliate permitted by Section 7.02, Section
7.03, Section 7.04, Section 7.05 or Section 7.06, (d) normal and reasonable compensation and reimbursement
of expenses of officers and directors, (e) transactions between or among Loan Parties, or any entity that becomes a Loan Party
as a result of such transaction, and transactions between or among the Company and its Subsidiaries not involving any other Affiliate,
(f) employment, bonus, retention and severance arrangements with, and payments of compensation or benefits to or for the benefit
of, or the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, current or former
employees, consultants, officers or directors of the Company and its Subsidiaries in the ordinary course of business, (g) issuances
of Equity Interests of the Company not prohibited by this Agreement, and (h) except as otherwise specifically limited in this Agreement,
other transactions which are on terms and conditions substantially as favorable to such Person as would be obtainable by it in
a comparable arms’ length transaction with a Person other than an Affiliate. For purposes of this Section 7.08, such
transaction shall be deemed to have satisfied the standard set forth in clause (h) of this Section 7.08 if such transaction
is approved by a majority of the Disinterested Directors of the board of directors (or comparable governing body) of the Company
or such Person, as applicable, in a resolution certifying that such transaction is on terms substantially as favorable to the Company
or such Person than could be obtained on an arm’s-length basis from unrelated third parties.


 


7.09        Burdensome
Agreements.


 


Enter into, or permit
to exist, any Contractual Obligation that (a) restricts the ability of any such Person to (i) make Restricted Payments to any Loan
Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv)
pledge its property pursuant to the Loan Documents or (v) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings,
exchanges, refundings or extension thereof, except for (1) this Agreement and the other Loan Documents, (2) any document
or instrument governing Indebtedness incurred pursuant to Section 7.03(e), provided that any such restriction contained
therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document
or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset
or assets subject to such Permitted Lien, (4) customary restrictions and conditions contained in any agreement relating to the
sale of any property permitted under Section 7.05 pending the consummation of such sale, (5) any document or instrument
governing the Long-Term Financing, (6) Contractual Obligations that are binding on a Subsidiary at the time such Subsidiary first
becomes a Subsidiary, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a
Subsidiary and the restrictions contained therein do not apply the Company or any other Subsidiary, (7) prohibitions, restrictions
and conditions imposed by any requirement of Law, (8) agreements evidencing Indebtedness of a Subsidiary that is not a Loan Party
that is permitted by Section 7.03 but only until such time (if any) as such Subsidiary becomes a Loan Party, (9) customary
provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02
and applicable solely to such joint venture entered into in the ordinary course of business, (10) customary restrictions on leases,
subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject
thereto, (11) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company
or any Subsidiary, (12) customary provisions restricting assignment of any agreement entered into in the ordinary course of business,
(13) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course
of business, (14) customary restrictions arising in connection with cash or other deposits permitted under Section 7.01,
(15) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 7.03
that are, taken as a whole, in the good faith judgment of the Company, no more restrictive with respect to the Company and its
Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions
contained in this Agreement), so long as the Company shall have determined in good faith that such restrictions will not affect
its obligation or ability to make any payments required hereunder or otherwise perform its obligations hereunder, or (b) requires
the grant of any security for any obligation if such property is given as security for the Obligations except for any document
or instrument governing the Long-Term Financing.


 




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7.10        Use
of Proceeds.


 


Use the proceeds of
any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry
margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying
margin stock or to refund indebtedness originally incurred for such purpose in each case in violation of Regulation U.


 


7.11        Financial
Covenants.


 


(a)          Consolidated
Leverage Ratio.


 


(i)          Prior
to the consummation of the IronPlanet Acquisition or after a Collateral Release Event, permit the Consolidated Leverage Ratio as
of the last day of any fiscal quarter of the Company to be greater than 3.00 to 1.00; and


 


(ii)         Upon
the consummation of the IronPlanet Acquisition and during the Collateral Period, permit the Consolidated Leverage Ratio as of the
last day of any fiscal quarter of the Company to be greater than (x) for the first four fiscal quarters ending after the consummation
of the IronPlanet Acquisition, 4.50 to 1.00, (y) for the fifth and sixth fiscal quarters ending after the consummation of the IronPlanet
Acquisition, 4.00 to 1.00 and (z) for each fiscal quarter ending thereafter, 3.50 to 1.00.


 


Notwithstanding
the foregoing, during a Specified Acquisition Period, the otherwise applicable maximum Consolidated Leverage Ratio permitted above
shall increase by 0.50 so long as the Company is in compliance with the Consolidated Leverage Ratio (as adjusted for the Specified
Acquisition Period) recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Company
has delivered financial statements pursuant to Section 6.01(a) or 6.01(b) after giving effect to the applicable Specified
Acquisition on a Pro Forma Basis; provided that (i) in no event shall the maximum Consolidated Leverage Ratio permitted
be increased above 4.50 to 1.0, (ii) no more than one Specified Acquisition Period shall be in effect at any time and (iii) following
a Specified Acquisition Period, the maximum permitted Consolidated Leverage Ratio shall revert to the maximum Consolidated Leverage
Ratio permitted above for at least two fiscal quarters before another Specified Acquisition Period may be invoked.


 




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(b)          Consolidated
Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the last day of any fiscal quarter of the Company
to be less than 3.50 to 1.00.


 


7.12        Prepayment
of Certain Other Indebtedness, Etc.


 


(a)          (i)
Unless no Event of Default exists or would result therefrom or if such Indebtedness is Junior Financing, amend or modify any of
the terms of any Indebtedness of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents) in
a manner materially adverse to the Administrative Agent or the Lenders.


 


(b)          Unless
no Event of Default exists or would result therefrom, make any voluntary or optional prepayment or redemption or acquisition for
value of (including by way of depositing money or securities with the trustee with respect thereto before due for the purpose of
paying when due) or exchange of any Junior Financing; it being understood that each of the following shall be permitted: (1) indemnity
and expense reimbursement payments, (2) the refinancing thereof with the Net Cash Proceeds of, or in exchange for, any Indebtedness
permitted under Section 7.03, provided that (x) the amount of such Indebtedness is not increased at the time of such refinancing
except by an amount otherwise permitted by this Section 7.03 or equal to a reasonable premium or other reasonable amount
paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments
unutilized thereunder and (y) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination
(if any), and other material terms (other than pricing) taken as a whole, of any such refinancing are no less favorable in any
material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Junior Financing being refinanced,
(4) the conversion of any Junior Financing to common Equity Interests of the Company, (5) the prepayment of Indebtedness of the
Company or any Loan Party owed to any Loan Party or the prepayment of any other Junior Financing with the proceeds of any other
Junior Financing otherwise permitted by Section 7.03 or the net proceeds of any issuance of common Equity Interests,
and (7) other prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financing shall be permitted
so long as (A) immediately prior to and immediately after giving effect to such prepayment, redemption, purchase, defeasance or
other payment, no Event of Default exists, and (B) the Consolidated Leverage Ratio as of the most recent four fiscal quarter period
preceding the date of such transaction for which financial statements were required to be delivered pursuant to Section 6.01(a)
or 6.01(b) (or, if prior to the first such delivery after the Closing Date, as of June 30, 2016) immediately preceding such
prepayment, redemption, acquisition, exchange, purchase, defeasance or other payment for which financial statements are available
or required to have been delivered hereunder on a Pro Forma Basis giving effect to such prepayment, redemption, purchase, defeasance
or other payment) is less than 2.50:1.00.


 


Notwithstanding the
foregoing, in no event shall any of the actions described in this Section 7.12 be taken in violation of any applicable subordination
agreement or subordination provisions.


 


7.13        Organization
Documents; Fiscal Year; Legal Name, Jurisdiction of Formation and Form of Entity.


 


(a)          Amend,
modify or change its Organization Documents in a manner materially adverse to the Lenders.


 




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(b)          Change
its fiscal year.


 


(c)          Solely
in the case of a Loan Party and solely at any time during the Collateral Period, without providing at least ten days’ prior
written notice to the Administrative Agent (or such lesser period as the Administrative Agent may agree), change its legal name,
jurisdiction of formation, chief executive office or form of organization.


 


7.14        Sanctions.


 


Directly
or indirectly, use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available
such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person,
or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that
will result in a violation by any Person (including any Person participating in the transaction, whether as Lender, arranger, Administrative
Agent, L/C Issuer, Swing Line Lender, or otherwise) of Sanctions.


 


7.15        Anti-Social
Force.


 


Become a member of
an Anti-Social Group, have any Anti-Social Relationship or engage in any Anti-Social Conduct, whether directly or indirectly through
a third party.


 


7.16        Anti-Corruption
Laws.


 


Directly
or indirectly use the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices
Act of 1977, the Corruption of Foreign Public Officials Act (Canada), the UK Bribery Act 2010 or other similar anti-corruption
legislation in other jurisdictions.


 


7.17        Canadian
Defined Benefit Pension Plan


 


Maintain,
contribute to, or incur any liability or contingent liability in respect of a Canadian Defined Benefit Pension Plan.


 


ARTICLE
VIII



EVENTS OF DEFAULT AND REMEDIES


 


8.01        Events
of Default.


 


Any of the following
shall constitute an Event of Default:


 


(a)          Non-Payment.
Any Loan Party fails to pay (i) when and as required to be paid herein, and in the currency required hereunder, any amount of principal
of any Loan or any L/C Obligation, or (ii) within five Business Days after the same becomes due, any interest on any Loan or on
any L/C Obligation, any fee due hereunder or any other amount payable hereunder or under any other Loan Document; or


 


(b)          Specific
Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(a),
6.05(a) (with respect to the legal existence of the Borrowers only) or 6.11 or Article VII; or


 




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(c)          Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b)
above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty days after
the earlier of (i) the Company’s receipt of written notice thereof from the Administrative Agent or (ii) any Responsible
Officer of the Company obtains actual knowledge thereof; or


 


(d)          Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any
Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect
in any material respect when made or deemed made; or


 


(e)          Cross-Default.
(i) Any Loan Party or any Subsidiary (A) fails to make any payment when due (after giving effect to the applicable grace periods,
if any) (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness
(other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn
committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement)
of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness
or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of
which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf
of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or
to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem
such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded; or (ii) there
occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default
under such Swap Contract as to which any Loan Party or any Subsidiary is the Defaulting Party (as defined in such Swap Contract)
or (B) any Termination Event (as so defined) under such Swap Contract as to which any Loan Party or any Subsidiary is an Affected
Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof
is greater than the Threshold Amount; provided with respect to either a failure or event in clause (i) or (ii), such failure
or event is unremedied or is not waived by the affected creditor before the exercise of remedies under Section 8.02; provided
further that this clause (e) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary
sale or transfer of the property or assets permitted hereunder that secures such Indebtedness or (ii) Indebtedness which is convertible
into Equity Interests and converts to Equity Interests of the Company in accordance with its terms and such conversion is not prohibited
hereunder and such conversion does not result from any default or event of default by any Loan Party or Subsidiary thereunder or
a “change of control”, “fundamental change” or similar occurrence thereunder; or


 


(f)          Insolvency
Proceedings, Etc. Any Loan Party or any Subsidiary (other than any Immaterial Subsidiary) institutes or consents to the institution
of any proceeding under any Debtor Relief Law, or makes an assignment or a proposal for the benefit of creditors or files notice
of its intention to do so, institutes any other proceeding under applicable Law seeking to adjudicate it a bankrupt or an insolvent,
or seeking liquidation, dissolution, winding-up, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief,
stay of proceedings of creditors, composition of it or its debts or any other similar relief; or applies for or consents to the
appointment of any receiver, receiver-manager, receiver and manager, trustee, custodian, administrator, conservator, liquidator,
provisional liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver,
receiver-manager, receiver and manager, trustee, custodian, administrator, conservator, liquidator, provisional liquidator, examiner,
rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged
or unstayed for sixty calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any
material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty
calendar days, or an order for relief is entered in any such proceeding; or any step or procedure taken in connection with insolvency
proceedings includes a Dutch entity having filed a notice under Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet
1990); provided that this clause (f) shall not apply to any transaction consummated in compliance with clause (d) or (e)
of Section 7.04; or


 




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(g)          Inability
to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary (other than any Immaterial Subsidiary) becomes (or is presumed
or deemed under applicable Law to be) unable or admits in writing its inability or fails generally to pay its debts as they become
due or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part
of the property of any such Person and is not released, vacated or fully bonded within thirty days after its issue or levy; or


 


(h)          Judgments.
There is entered against any Loan Party or any Subsidiary one or more final judgments or orders for the payment of money in an
aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not paid or covered by independent
third-party insurance as to which the insurer has been notified of the claim and does not dispute coverage) and such judgment or
order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of 30 consecutive days;
or


 


(i)          ERISA.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be expected
to result in a Material Adverse Effect (or any similar event occurs in respect of any Foreign Plans which has resulted or would
reasonably be expected to result in a Material Adverse Effect), or (ii) the Company or any ERISA Affiliate fails to pay when due,
after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section
4201 of ERISA under a Multiemployer Plan (or the Company or any Subsidiary fails to make any similar payment when due, after the
expiration of any applicable grace period, in respect of a Foreign Plan) which resulted or would reasonably be expected to result
in a Material Adverse Effect; or


 


(j)          Canadian
Plans. An event occurs with respect to any Canadian Plan which has resulted or would reasonably be expected to result in a
Material Adverse Effect; or


 


(k)          Invalidity
of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason
other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full
force and effect or, during the Collateral Period, any Lien purported to be created under any Collateral Document shall cease to
be a valid Lien on any material portion of the Collateral, except (i) as a result of the sale or other Disposition of the
applicable Collateral in a transaction permitted under the Loan Documents, or (ii) as a result of the Administrative Agent’s
failure to (A) maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Collateral
Documents or (B) file Uniform Commercial Code or PPSA continuation statements; or any Loan Party contests the validity or enforceability
of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document; or


 




    	 	131	 



     


    

 


(l)          Change
of Control. There occurs any Change of Control.


 


8.02        Remedies
Upon Event of Default.


 


If any Event of Default
occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,
take any or all of the following actions:


 


(a)          declare
the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated,
whereupon such commitments and obligation shall be terminated;


 


(b)          declare
the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by the Borrowers;


 


(c)          require
that the Company Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto);
and


 


(d)          exercise
on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under
the Loan Documents or applicable Law or at equity;


 


provided, however,
that upon the occurrence of an actual or deemed entry of an order for relief with respect to a Borrower under the Bankruptcy Code
of the United States or other applicable Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of
the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans
and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Company to
Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the
Administrative Agent or any Lender.


 


8.03        Application
of Funds.


 


After the exercise
of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the
L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02),
any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.14 and 2.15, be
applied by the Administrative Agent in the following order:


 


First, to payment
of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements
of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its
capacity as such;


 


Second, to payment
of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter
of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective
Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts
described in this clause Second payable to them;


 




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Third, to payment
of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings,
ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable
to them;


 


Fourth, to (a)
payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, (b) payment of Obligations
then owing under any Secured Hedge Agreements, (c) payment of Obligations then owing under any Secured Cash Management Agreements,
(d) payment of Obligations then owing under any Secured Foreign Credit Facilities (not to exceed the maximum amount permitted under
this Agreement) and (e) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters
of Credit, ratably among the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks and the Foreign Credit Facilities
Banks and the in proportion to the respective amounts described in this clause Fourth payable to them;


 


Fifth, to all
other Obligations ratably among the holders thereof in proportion to the respective amounts described in this clause Fifth
payable to them; and


 


Last, the balance,
if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Law.


 


Subject to Sections
2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause
Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit
as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied
to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall
not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be
made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this
Section.


 


Notwithstanding the
foregoing, Obligations arising under Secured Cash Management Agreements, Secured Hedge Agreements and Secured Foreign Credit Facilities
(in each case if not provided by the Administrative Agent or an Affiliate thereof) shall be excluded from the application described
above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation
as the Administrative Agent may request, from the applicable Cash Management Bank, Hedge Bank or Foreign Credit Facilities Bank,
as the case may be. Each Cash Management Bank, Hedge Bank or Foreign Credit Facilities Bank not a party to this Agreement that
has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted
the appointment of the Administrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender”
party hereto.


 


ARTICLE
IX


ADMINISTRATIVE AGENT


 


9.01        Appointment
and Authority.


 


Each of the Lenders
and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under
the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers
as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably
incidental thereto. The provisions of this Article (other than the Company’s consent rights in Section 9.06) are solely
for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and no Loan Party shall have rights as a third party
beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any
other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter
of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.


 




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The Administrative
Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities
as a Lender, Swing Line Lender (if applicable), potential Hedge Banks, potential Cash Management Banks and potential Foreign Credit
Facilities Banks) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of
such Lender, the L/C Issuer and holder of any other Obligation for purposes of acquiring, holding and enforcing any and all Liens
on Collateral, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative
Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent
pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted
under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent),
shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 11.04(c),
as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as
if set forth in full herein with respect thereto. The Lenders also authorize the Administrative Agent to negotiate, execute, deliver
and perform any Intercreditor Agreements.


 


Without limiting the
powers of the Administrative Agent pursuant to the terms hereof or of the other Loan Documents, for the purposes of holding any
Liens granted by any of the Loan Parties pursuant to the Collateral Documents governed by the laws of the Province of Quebec, each
of the Lenders (including in its capacity as a potential Swing Line Lender, potential Hedge Bank, potential Cash Management Bank
and potential Foreign Credit Facilities Bank) and each L/C Issuer hereby acknowledges that the Administrative Agent shall be and
act as the hypothecary representative of each of the present and future Lenders (including in its capacity as a potential Swing
Line Lender, potential Hedge Bank, potential Cash Management Bank and potential Foreign Credit Facilities Bank) and L/C Issuers
for all purposes of Article 2692 of the Civil Code of Quebec (the “Hypothecary Representative”). Each of the
Lenders (including in its capacity as a potential Swing Line Lender, potential Hedge Bank, potential Cash Management Bank and potential
Foreign Credit Facilities Bank) and L/C Issuers therefore appoints, to the extent necessary, the Administrative Agent as the Hypothecary
Representative to hold the Liens created pursuant to such Collateral Documents in order to secure the Obligations. The Administrative
Agent accepts to act as Hypothecary Representative of all present and future Lenders (including in its capacity as a potential
Swing Line Lender, potential Hedge Bank, potential Cash Management Bank and potential Foreign Credit Facilities Bank) and L/C Issuers
for all purposes of Article 2692 of the Civil Code of Quebec.


 


9.02        Rights
as a Lender.


 


The Person serving
as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative
Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities
of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Loan
Party or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any
duty to account therefor to the Lenders or to provide notice to or consent of the Lenders with respect thereto.


 




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9.03        Exculpatory
Provisions.


 


The Administrative
Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its
duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:


 


(a)          shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


(b)          shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein
or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in
its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document
or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor
Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any
Debtor Relief Law; and


 


(c)          shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall
not be liable for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated
to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 


Neither the Administrative
Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent under or in
connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent
or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative
Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 8.02)
or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by
final and nonappealable judgment. Any such action taken or failure to act pursuant to the foregoing shall be binding on all Lenders.
The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is
given in writing to the Administrative Agent by the Company, a Lender or the L/C Issuer.


 


Neither the Administrative
Agent nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain
or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document,
(ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith,
(iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein
or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other
Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to
be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition
set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to
the Administrative Agent.


 




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9.04       Reliance
by Administrative Agent.


 


The Administrative
Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon,
any notice, request, certificate, communication, consent, statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent
or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or
by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur
any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance,
extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the
L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the
Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such
Loan or the issuance, extension, renewal or increase of such Letter of Credit. The Administrative Agent may consult with legal
counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable
for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


9.05       Delegation
of Duties.


 


The Administrative
Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or
through any one or more sub agents appointed by the Administrative Agent. The Administrative Agent and any such sub agent may perform
any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions
of this Article shall apply to any such sub agent and to the Related Parties of the Administrative Agent and any such sub agent,
and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein
as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct
of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment
that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.


 


9.06       Resignation
of Administrative Agent.


 


(a)          The
Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Company. Upon receipt
of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Company so long as no Event
of Default exists (such consent not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with
an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall
have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the retiring Administrative
Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation
Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders
and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above, provided that in
no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such
resignation shall become effective in accordance with such notice on the Resignation Effective Date.


 




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(b)          If
the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required
Lenders may, to the extent permitted by applicable Law, by notice in writing to the Company and such Person remove such Person
as Administrative Agent and, with the consent of the Company so long as no Event of Default exists (such consent not to be unreasonably
withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within thirty days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal
Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal
Effective Date.


 


(c)          With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case
of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents,
the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative
Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative
Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead
be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor
Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder,
such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed)
Administrative Agent (other than as provided in Section 3.01(j) and other than any rights to indemnity payments or other
amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date,
as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder
or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by
the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between
the Company and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and
under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit
of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative
Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under
the other Loan Documents, including (A) acting as collateral agent or otherwise holding any collateral security on behalf of any
of the Lenders and (B) in respect of any actions taken in connection with transferring the agency to any successor Administrative
Agent.


 


(d)          Any
resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer
and Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties
of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C
Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or Canadian
Prime Rate Loans, as applicable, or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank
of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect
to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the
Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04A(c)
and 2.04B(c). Upon the appointment by the Company of a successor L/C Issuer or Swing Line Lender hereunder (which successor
shall in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (ii) the retiring
L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the
other Loan Documents and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit,
if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume
the obligations of Bank of America with respect to such Letters of Credit.


 




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9.07       Non-Reliance
on Administrative Agent and Other Lenders.


 


Each Lender and the
L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any
of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without
reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information
as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.


 


9.08       No
Other Duties; Etc.


 


Anything herein to
the contrary notwithstanding, none of the bookrunners, arrangers, syndication agents, documentation agents or co-agents shall have
any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable,
as the Administrative Agent, a Lender or the L/C Issuer hereunder.


 


9.09       Administrative
Agent May File Proofs of Claim; Credit Bidding.


 


In case of the pendency
of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled
and empowered, by intervention in such proceeding or otherwise:


 


(a)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(h), 2.03(i),
2.09 and 11.04) allowed in such judicial proceeding; and


 


(b)          to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each
Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall
consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount
due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel,
and any other amounts due the Administrative Agent under Sections 2.09 and 11.04.


 




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Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or
the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any
Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer
in any such proceeding.


 


During the Collateral
Period, the holders of the Obligations hereby irrevocably authorize the Administrative Agent, at the direction of the Required
Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction
of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly
or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions
of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States,
or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance
of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial
action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations
owed to the holders thereof shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect
to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon
the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating
the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition
vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall
be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the
acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle
or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by
the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations
on actions by the Required Lenders contained in clauses (a)(i) through (a)(vi) of Section 11.01, and (iii) to the extent
that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of
another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of
debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro
rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had
been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Lender or any acquisition vehicle
to take any further action.


 


9.10       Collateral
and Guaranty Matters.


 


Without limiting the
provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential
Hedge Bank and a potential Foreign Credit Facilities Bank) and the L/C Issuer irrevocably authorize the Administrative Agent, at
its option and in its discretion to, and the Administrative Agent shall:


 


(a)          release
any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the Facility Termination
Date, (ii) upon the occurrence of a Collateral Release Event, (iii) that is sold or otherwise Disposed of as part of or in connection
with any sale or other disposition permitted hereunder or under any other Loan Document or any Recovery Event, or (iv) as approved
in accordance with Section 11.01;


 




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(b)          subordinate
any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such
property that is permitted by Section 7.01(i); and


 


(c)          release
any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted
under the Loan Documents.


 


Upon request by the
Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release
or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the
Guaranty, pursuant to this Section 9.10.


 


The Administrative
Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence,
value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon,
or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable
to the Lenders for any failure to monitor or maintain any portion of the Collateral.


 


9.11       Secured
Cash Management Agreements and Secured Hedge Agreements.


 


No Cash Management
Bank, Hedge Bank or Foreign Credit Facilities Bank that obtains the benefit of Section 8.03, the Guaranty or any Collateral
by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct
or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release
or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof
or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly
provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative
Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations
arising under Secured Cash Management Agreements, Secured Hedge Agreements or Secured Foreign Credit Facilities except to the extent
expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Obligations,
together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank,
Hedge Bank or Foreign Credit Facilities Bank, as the case may be. The Administrative Agent shall not be required to verify the
payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management
Agreements, Secured Hedge Agreements or Secured Foreign Credit Facilities in the case of the Facility Termination Date.


 




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ARTICLE
X



GUARANTY


 


10.01    The
Guaranty.


 


Each of the Guarantors
hereby jointly and severally guarantees to each Lender, the L/C Issuer and each other holder of Obligations as hereinafter provided,
as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a
mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms
thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity,
as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and
severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment
or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension
or renewal.


 


Notwithstanding any
provision to the contrary contained herein (including Sections 6.13 and 6.14) or in any other of the Loan Documents
or the other documents relating to the Obligations, (a) the obligations of each Guarantor under this Agreement and the other Loan
Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance
under applicable Debtor Relief Laws and (b) any CFC, U.S. Subsidiary all or substantially all of the assets of which consist of
the Equity Interests of one or more CFCs, or U.S. Subsidiary that is a Subsidiary of a CFC only shall have liability for the Obligations
of (i) the Company, (ii) Designated Borrowers that are not U.S. Persons and (iii) any Subsidiary of the Company under any Secured
Foreign Credit Facility, and each such CFC or U.S. Subsidiary shall not have liability for the Obligations of Loan Parties that
are U.S. Persons. Subsection (b) of the preceding sentence is intended to ensure that the Guaranty does not and will not
constitute a pledge or guaranty described in Treas. Reg. Section 1.956-2(c)(2) and shall be interpreted consistently therewith.


 


10.02    Obligations
Unconditional.


 


The obligations of
the Guarantors under Section 10.01 are joint and several, and, subject to Section 10.09 and the other limitations
herein, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the
Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other
guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any
other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor.
Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against
the Company or any other Loan Party for amounts paid under this Article X until such time as the Obligations (other than
contingent indemnification obligations for which no claim has been asserted) have been paid in full and the Commitments have expired
or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the
occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall
remain absolute and unconditional as described above:


 


(a)          at
any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations
shall be extended, or such performance or compliance shall be waived;


 


(b)          any
of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall
be done or omitted;


 


(c)          the
maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in
any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any
other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part
or otherwise dealt with;


 




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(d)          any
Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations
shall fail to attach or be perfected; or


 


(e)          any
of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall
be subordinated to the claims of any Person (including any creditor of any Guarantor).


 


With respect to its
obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices
whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or
remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against
any other Person under any other guarantee of, or security for, any of the Obligations.


 


10.03    Reinstatement.


 


The obligations of
each Guarantor under this Article X shall be automatically reinstated if and to the extent that for any reason any payment
by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of
the Obligations, whether as a result of any Debtor Relief Law or otherwise, and each Guarantor agrees that it will indemnify the
Administrative Agent and each other holder of the Obligations on demand for all reasonable costs and expenses (including the fees,
charges and disbursements of counsel) incurred by the Administrative Agent or such holder of the Obligations in connection with
such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such
payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law.


 


10.04    Certain
Additional Waivers.


 


Each Guarantor agrees
that such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation
pursuant to Section 10.02 and through the exercise of rights of contribution pursuant to Section 10.06.


 


10.05    Remedies.


 


The Guarantors agree
that, to the fullest extent permitted by Law, as between the Guarantors, on the one hand, and the Administrative Agent and the
other holders of the Obligations, on the other hand, the Obligations may be declared to be forthwith due and payable as specified
in Section 8.02 (and shall be deemed to have become automatically due and payable in the circumstances specified in Section
8.02) for purposes of Section 10.01 notwithstanding any stay, injunction or other prohibition preventing such declaration
(or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event
of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or
not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 10.01.
The Guarantors acknowledge and agree that during the Collateral Period their obligations hereunder shall be secured in accordance
with the terms of the Collateral Documents and that the holders of the Obligations may exercise their remedies thereunder in accordance
with the terms thereof.


 




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10.06    Rights
of Contribution.


 


The Guarantors hereby
agree as among themselves that, if any Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right
of contribution from each other Guarantor in an amount equal to such other Guarantor's Contribution Share (as defined below) of
such Excess Payment. The payment obligations of any Guarantor under this Section 10.06 shall be subordinate and subject
in right of payment to the Obligations until such time as the Obligations have been paid-in-full and the Commitments have terminated,
and none of the Guarantors shall exercise any right or remedy under this Section 10.06 against any other Guarantor until
such Obligations have been paid-in-full and the Commitments have terminated. For purposes of this Section 10.06, (a) “Excess
Payment” shall mean the amount paid by any Guarantor in excess of its Ratable Share of any Obligations; (b) “Ratable
Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage)
as of the date of such payment of Obligations of (i) the amount by which the aggregate present fair salable value of all of its
assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured,
and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate
present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the debts
and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of
the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable
Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date
of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such
Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment;
and (c) “Contribution Share” shall mean, for any Guarantor in respect of any Excess Payment made by any other
Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate
present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor
(including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder)
to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Loan Parties other
than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated,
unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the
maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the
Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment
shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as
of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This
Section 10.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any
Guarantor may have under Law against any Borrower in respect of any payment of Obligations.


 


10.07    Guarantee
of Payment; Continuing Guarantee.


 


The guarantee in this
Article X is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to the Obligations
whenever arising.


 


10.08    Keepwell.


 


Each Loan Party that
is a Qualified ECP Guarantor at the time the Guaranty in this Article X by any Loan Party that is not then an “eligible
contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security
interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap
Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other
support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time
to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up
to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations
and undertakings under this Article X voidable under applicable Debtor Relief Laws, and not for any greater amount). The
obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the
Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section
shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Loan Party
for all purposes of the Commodity Exchange Act.


 




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10.09    Release
of Guarantors.


 


A Guarantor (other
than the Company) shall be automatically released from its obligations hereunder in the event that such Person ceases to be a Subsidiary
as a result of a transaction permitted under this Agreement or such Guarantor shall be liquidated in a transaction permitted by
Section 7.04. Upon the written request by the Company delivered to the Administrative Agent, a Guarantor (other than a North
American Loan Party) shall be released from its obligations under this Article X in the event that a Guaranty by such Guarantor
is not required to comply with the Minimum Guaranty Requirement. In connection with any such release of a Guarantor, the Administrative
Agent shall execute and deliver to such Guarantor, at the Company’s and such Guarantor’s expense, all releases, termination
statements and other documents that such Guarantor shall reasonably request to evidence such release.


 


ARTICLE
XI



MISCELLANEOUS


 


11.01    Amendments,
Etc.


 


Except as provided
in Section 2.16 with respect to an Incremental Facility Amendment, no amendment or waiver of any provision of this Agreement
or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed
by the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) and the Company or the applicable
Loan Party, as the case may be (with a copy provided to the Administrative Agent) and each such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given; provided, however, that


 


(a)          no
such amendment, waiver or consent shall:


 


(i)          extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written
consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02,
Section 4.03 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments
of any Lender);


 


(ii)         postpone
any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest,
fees or other amounts due to the Lenders (or any of them) or any scheduled reduction of the Commitments hereunder or under any
other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be
reduced;


 




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(iii)        reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (i) of the final
proviso of this first sentence of this Section 11.01) any fees or other amounts payable hereunder or under any other Loan
Document without the written consent of each Lender entitled to receive such amount; provided, however, that (A)
only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any
obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate and (B) an amendment to any financial
covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest
on any Loan or L/C Borrowing or to reduce any fee payable hereunder shall not be deemed to be a reduction of the principal of,
or the rate of interest specified herein on, any Loan or L/C Borrowing, or any fees or other amounts payable hereunder or under
any other Loan Document;


 


(iv)        change
Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent
of each Lender directly and adversely affected thereby;


 


(v)         change
any provision of this Section 11.01(a) or the percentage referred to in the definition of “Required Lenders”
without the written consent of each Lender directly and adversely affected thereby;


 


(vi)        except
as provided in this Agreement, release all or substantially all of the Collateral without the written consent of each Lender whose
Obligations are secured by such Collateral;


 


(vii)       release
the Company without the consent of each Lender, or, except in connection with a transaction permitted under Section 7.04
or Section 7.05, all or substantially all of the value of the Guaranty without the written consent of each Lender whose
Obligations are guarantied thereby, except to the extent such release is permitted pursuant to Section 9.10 (in which case
such release may be made by the Administrative Agent acting alone);


 


(viii)      amend
Section 1.06 or the definition of “Alternative Currency”, “LIBOR Quoted Currency” or “Non-LIBOR
Quoted Currency” without the written consent of each Lender and L/C Issuer obligated to make Credit Extensions in Alternative
Currencies;


 


(ix)         amend
Section 2.17 in any manner that modifies the requirement that all Lenders that would be obligated to make Loans to a Designated
Borrower must agree to the addition of such Designated Borrower; or


 


(b)          unless
also signed by the L/C Issuer, no amendment, waiver or consent shall affect the rights or duties of the L/C Issuer under this Agreement
or any Issuer Document relating to any Letter of Credit issued or to be issued by it;


 


(c)          unless
also signed by the Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of the Swing Line Lender
under this Agreement; and


 




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(d)          unless
also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative
Agent under this Agreement or any other Loan Document;


 


provided, further,
that notwithstanding anything to the contrary herein, (i) the Fee Letter and any Autoborrow Agreement may be amended, or rights
or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) only the consent of the Company and the
Lenders and L/C Issuer that have agreed to issue such Extensions of Credit in the applicable Alternative Currency shall be necessary
to amend the definition of “Eurocurrency Rate” to provide for the addition of a replacement interest rate with respect
to such Alternative Currency, (iii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan
that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United
States supersedes the unanimous consent provisions set forth herein, (iv) Incremental Facility Amendments may be effected in accordance
with Section 2.16, and (v) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral
in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.


 


No Defaulting Lender
shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent
which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable
Lenders other than Defaulting Lenders), except that (x) the Commitment of such Defaulting Lender may not be increased or extended
without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected
Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require
the consent of such Defaulting Lender.


 


Notwithstanding any provision
herein to the contrary, this Agreement may be amended with the written consent of the Administrative Agent, the L/C Issuer, the
Company and the Lenders obligated to make Credit Extensions in Alternative Currencies to amend the definition of “Alternative
Currency”, “LIBOR Quoted Currency”, “Non-LIBOR Quoted Currency” or “Eurocurrency Rate”
solely to add additional currency options and the applicable interest rate with respect thereto, in each case solely to the extent
permitted pursuant to Section 1.06.


 


In addition, notwithstanding
anything else to the contrary contained in this Section 11.01, (a) if the Administrative Agent and the Company shall have
jointly identified any error or omission of a technical nature in any provision of the Loan Documents, then the Administrative
Agent and the Company shall be permitted to amend such provision and such amendment shall become effective without any further
action or consent of any other party to any Loan Documents, (b) in addition to (but not in limitation of) the provisions of clause
(e) below, the Administrative Agent and the Company shall be permitted to amend any provision of any Collateral Document to better
implement the intentions of this Agreement and the other Loan Documents, and in each case, such amendments shall become effective
without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the
Required Lenders within five (5) Business Days following receipt of notice thereof, (c) if any amendment to this Agreement is required
solely to permit the designation of a Designated Borrower in accordance with Section 2.17, then such amendment shall be
effective to the extent contained in the related Designated Borrower Joinder Agreement that is executed by the Company, the applicable
Applicant Borrower, the Administrative Agent and each Lender obligated to make Loans to such Designated Borrower, (d) the Administrative
Agent and the Company shall be permitted to amend the this Agreement in connection with the joinder of a new Guarantor to the extent
necessary to ensure that the Guaranty by such new Guarantor complies with any limitations imposed by applicable Law, and (e) Collateral
Documents and related documents executed by Loan Parties in connection with this Agreement may be in a form reasonably determined
by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and the applicable
Loan Party without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order
to comply with local law or advice of local counsel. The Lenders hereby expressly authorize the Administrative Agent to enter into
any amendment to the Loan Documents contemplated by this paragraph.


 




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11.02    Notices;
Effectiveness; Electronic Communications.


 


(a)          Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all
notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone
number, as follows:


 


(i)          if
to any Loan Party, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic
mail address or telephone number specified for such Person on Schedule 11.02; and


 


(ii)         if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative
Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire
then in effect for the delivery of notices that may contain material non-public information relating to the Company).


 


Notices and other communications
sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received;
notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during
normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day
for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection
(b) below, shall be effective as provided in such subsection (b).


 


(b)          Electronic
Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished
by electronic communication (including e mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved
by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant
to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving
notices under such Article by electronic communication. The Administrative Agent, the Swing Line Lender, the L/C Issuer or the
Company may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or
communications.


 


Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement) and (ii) notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause
(i) of notification that such notice or communication is available and identifying the website address therefor; provided
that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business
hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the
next business day for the recipient.


 




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(c)          The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMPANY MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS IN OR OMISSIONS FROM THE COMPANY MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE COMPANY MATERIALS OR THE PLATFORM. In no event shall the Administrative
Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Company, any
Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract
or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of Company Materials or notices
through the Platform, any other electronic platform or electronic messaging service, or through the Internet, except to the extent
that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of such Agent Party or such Agent Party’s breach
in bad faith of its obligations hereunder; provided, however, that in no event shall any Agent Party have any liability
to the Company, any Lender, any L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages
(as opposed to direct or actual damages).


 


(d)          Change
of Address, Etc. Each of the Borrowers, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address,
facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other
Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Company,
the Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative
Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone
number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire
instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public
Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration
screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance
procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Company Materials
that are not made available through the “Public Side Information” portion of the Platform and that may contain material
non-public information with respect to the Company or its securities for purposes of United States Federal or state securities
Laws.


 




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(e)          Reliance
by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled
to rely and act upon any notices (including telephonic Loan Notices, Letter of Credit Applications and Swing Line Loan Notices)
purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete
or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent, the L/C Issuer, each
Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by
such Person on each notice purportedly given by or on behalf of a Loan Party; provided that such indemnity shall not be
available to the extent that such losses, costs, expenses and liabilities are determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person and its Related
Parties. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative
Agent, and each of the parties hereto hereby consents to such recording.


 


11.03    No
Waiver; Cumulative Remedies; Enforcement.


 


No failure by any Lender,
the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power
or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise
of any right, remedy, power or privilege hereunder or under any other Loan Document (including the imposition of the Default Rate)
preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided, and provided under each other Loan Document are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by Law.


 


Notwithstanding anything
to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under
the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings
at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance
with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing
shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit
(solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing
Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line
Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance
with Section 11.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing
and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law;
and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under
the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant
to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject
to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to
it and as authorized by the Required Lenders.


 




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11.04    Expenses;
Indemnity; Damage Waiver.


 


(a)          Costs
and Expenses. The Loan Parties shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative
Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) in
connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery
and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions
hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and
documented out of pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out of pocket expenses incurred
by the Administrative Agent, any Lender or the L/C Issuer (including the reasonable and documented fees, charges and disbursements
of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of
its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B)
in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out of pocket
expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided
that pursuant to this subsection (a), the Loan Parties shall not be required to reimburse such fees, charges and disbursements
of more than one counsel to the Administrative Agent, the L/C Issuer and all the Lenders, taken as a whole, and if necessary, one
local counsel in any relevant jurisdiction, to the Administrative Agent, the L/C Issuer and the Lenders, taken as a whole, unless
the representation of one or more Lenders by such counsel would be inappropriate due to the existence of an actual or perceived
conflict of interest, in which case, upon prior written notice to the Company, the Loan Parties shall also be required to reimburse
the reasonable and documented out of pocket fees, charges and disbursements of one additional counsel in each relevant jurisdiction
to each group of affected Lenders similarly situated, taken as a whole.


 


(b)          Indemnification
by the Loan Parties. Upon receipt of a written request therefor together with supporting documentation, the Loan Parties shall
indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of
the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, charges
and disbursements of one counsel to the Indemnitees, taken as a whole, and if necessary, one local counsel in each relevant jurisdiction,
to the Indemnitees, taken as a whole, unless the representation of one or more Indemnitees by such counsel would be inappropriate
due to the existence of an actual or perceived conflict of interest, in which case, upon prior written notice to the Company, the
Loan Parties shall also be required to reimburse the reasonable and documented fees, charges and disbursements of one additional
counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated, taken as a whole) incurred by any
Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) arising out of, in connection with, or as
a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation
of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and
its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters
addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including
any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental
Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third
party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED
BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by any Loan Party
against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if
such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent
jurisdiction or (z) arise from such Indemnitee’s claim, litigation, investigation or proceeding against any other Indemnitee
(except when and to the extent that one of the Indemnitees party to such claim, litigation, investigation or proceeding was acting
in its capacity or in fulfilling its role as Administrative Agent, arranger, L/C Issuer, Swing Line Lender or any similar role,
and except for any claim, litigation, investigation or proceeding that does not involve any act or omission of the Company or any
of its Affiliates). Without limiting the provisions of Section 3.01(f), this Section 11.04(b) shall not apply with
respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.


 




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(c)          Reimbursement
by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection
(a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing
Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any
such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata
share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s
share of the Total Credit Exposures of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect
of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further
that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred
by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in its capacity
as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the
L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c)
are subject to the provisions of Section 2.12(d).


 


(d)          Waiver
of Consequential Damages, Etc. Without limiting the Loan Parties’ indemnification obligations above, to the fullest extent
permitted by applicable Law, no party hereto shall assert, and each other party hereto hereby waives, any claim against any other
party hereto (or any Indemnitee or any Loan Party or Subsidiary thereof), on any theory of liability, for special, indirect, consequential
or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any
Loan or Letter of Credit or the use of the proceeds thereof (other than in respect of any such damages incurred or paid by an Indemnitee
to a third party and to which such Indemnitee is otherwise entitled to indemnification as provided above). No Indemnitee shall
be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such
unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection
with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual
damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee as determined by a final and nonappealable
judgment of a court of competent jurisdiction.


 


(e)          Payments.
All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.


 




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(f)          Survival.
The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative
Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Commitments and the repayment,
satisfaction or discharge of all the other Obligations.


 


11.05    Payments
Set Aside.


 


To the extent that
any payment by or on behalf of any Loan Party is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative
Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent
of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force
and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally
agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from
or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a
rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery
or payment. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment
in full of the Obligations and the termination of this Agreement.


 


11.06    Successors
and Assigns.


 


(a)          Successors
and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the
benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except, except as permitted
by Section 7.04, that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder or thereunder
without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any
of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section,
(ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment
of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer
by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon
any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent
provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this
Agreement.


 


(b)          Assignments
by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under
this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes
of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that
any such assignment shall be subject to the following conditions:


 




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(i)          Minimum
Amounts.


 


(A)         in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the related Loans at the
time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such Assignment) that
equal at least the amount specified in subsection (b)(i)(B) of this Section in the aggregate or in the case of an assignment
to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and


 


(B)         in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance
of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment
and Assumption, as of the Trade Date, shall not be less than $5,000,000 in the case of any assignment in respect of a Commitment
(and the related Loans thereunder) unless each of the Administrative Agent and, so long as no Event of Default has occurred
and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed).


 


(ii)         Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
Loans and Commitments, and rights and obligations with respect thereto, assigned, except that this clause (ii) shall not (A) apply
to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning
all or a portion of its rights and obligations in respect of its Revolving A Commitment (and the related Revolving A Loans thereunder),
its Revolving B Commitment (and the related Revolving B Loans thereunder) and its outstanding Term Loans on a non-pro rata basis;


 


(iii)        Required
Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section
and, in addition:


 


(A)         the
consent of the Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default
has occurred and is continuing under Section 8.01(a), 8.01(f) or 8.01(g) at the time of such assignment or
(2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Company shall be deemed
to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten
(10) Business Days after having received written notice thereof;


 


(B)         the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments
in respect of (1) any unfunded Delayed-Draw Term Loan Commitment, any Revolving A Commitment or any Revolving B Commitment if such
assignment is to a Person that is not a Lender with a Commitment in respect of the applicable facility subject to such assignment,
an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender,
an Affiliate of a Lender or an Approved Fund; and


 




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(C)         the
consent of the L/C Issuer and the Swing Line Lender shall be required for any assignment in respect of Revolving A Loans and Revolving
A Commitments (each such consent not to be unreasonably withheld or delayed).


 


(iv)        Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative
Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee,
if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


 


(v)         No
Assignment to Certain Persons. No such assignment shall be made to (A) the Company or any of the Company’s Affiliates
or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would
constitute any of the foregoing Persons described in this clause (B), or (C) a natural Person (or a holding company, investment
vehicle or trust for, or owned and operated for the primary benefit of a natural Person).


 


(vi)        Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such
assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of the Company and the Administrative Agent, the applicable pro rata
share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor
hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the
Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate)
its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable
Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender
hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee
of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.


 


Subject to acceptance
and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date
specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to
the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior
to the effective date of such assignment); provided, that except to the extent otherwise expressly agreed by the affected
parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from
that Lender’s having been a Defaulting Lender. Upon request, each Borrower (at its expense) shall execute and deliver a Note
to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply
with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights
and obligations in accordance with subsection (d) of this Section.


 




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(c)          Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrowers (and such agency being solely for tax purposes),
shall maintain at the Administrative Agent’s Office in the United States a copy of each Assignment and Assumption delivered
to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders,
and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent
manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Company and any Lender at any reasonable time and from time to time upon reasonable prior notice.


 


(d)          Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations
to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of a natural Person), a Defaulting Lender or the Company or any of the Company’s Affiliates or Subsidiaries)
(each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations
and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each
Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation.


 


Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or
other modification described in Section 11.01(a) that affects such Participant. The Borrowers agrees that each Participant
shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation
required under Section 3.01(h) shall be delivered to the Lender who sells the participation) to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such
Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under
paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04,
with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled
to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the
Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Company’s request
and expense, to use reasonable efforts to cooperate with the Company to effectuate the provisions of Section 3.06 with respect
to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 11.08
as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13as though it were
a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers,
maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest)
of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including
the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters
of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary
to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of
the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and
such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all
purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in
its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 




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(e)          Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations
to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


(f)          Resignation
as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time
a Lender acting as an L/C Issuer or the Swing Line Lender assigns all of its Revolving A Commitment and Revolving A Loans pursuant
to subsection (b) above, such Lender may, (i) upon thirty days’ notice to the Company and the Lenders, resign as an L/C Issuer
and/or (ii) upon thirty days’ notice to the Company, resign as the Swing Line Lender.  In the event of any such resignation
as an L/C Issuer or the Swing Line Lender, the Company shall be entitled to appoint from among the Lenders (with such Lender’s
consent) a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that (x) no failure by the Company
to appoint any such successor shall affect the resignation of such Lender as an L/C Issuer or the Swing Line Lender, as the case
may be, and (y) any successor L/C Issuer must be approved by the Administrative Agent (such approval to not be unreasonably withheld,
conditioned or delayed).  If a Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties
of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation
as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving A Lenders to make Base
Rate Loans or Canadian Prime Rate Loans, as applicable, or fund risk participations in Unreimbursed Amounts pursuant to Section
2.03(c)).  If a Lender resigns as the Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided
for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including
the right to require the Revolving A Lenders to make Base Rate Loans or Canadian Prime Rate Loans, as applicable, or fund risk
participations in outstanding Swing Line Loans pursuant to Section 2.04A(c) and/or 2.04B(c), as applicable. 
Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, and the acceptance of such appointment by the applicable
Lender, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the resigning
L/C Issuer or Swing Line Lender, as the case may be. At the option of the Company, a successor L/C Issuer or another existing L/C
Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the resigning L/C Issuer and
outstanding at the time of such resignation or make other arrangements satisfactory to the resigning L/C Issuer to effectively
assume the obligations of the resigning L/C Issuer with respect to such Letters of Credit.


 




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11.07     Treatment
of Certain Information; Confidentiality.


 


Each of the Administrative
Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential),
(b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related
Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) (in which case,
other than in connection with routine examinations or other routine actions by such regulatory authorities, such disclosing Administrative
Agent, Lender or L/C Issuer agrees to inform the Company promptly thereof after such disclosure (and shall use commercially reasonable
efforts to inform the Company prior thereto) to the extent not prohibited by Law), (c) to the extent required by applicable Laws
or regulations or by any subpoena or similar legal process; provided that such disclosing Administrative Agent, Lender or
L/C Issuer agrees to inform the Company promptly thereof after such disclosure (and shall use commercially reasonable efforts to
inform the Company prior thereto) in each case to the extent not prohibited by Law, (d) to any other party hereto, (e) in connection
with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement
or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section
2.16 or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which
payments are to be made by reference to a Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential
basis to (i) any rating agency in connection with rating any Loan Party or its Subsidiaries or the credit facilities provided hereunder
or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other
market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Company or (i) to the
extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available
to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a
source other than the Borrowers. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement
and customary information about this Agreement to market data collectors, similar service providers to the lending industry and
service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other
Loan Documents, and the Commitments.


 


For purposes of this
Section, “Information” means all information received from a Loan Party or any Subsidiary or any Loan Party’s
or Subsidiary’s directors, officers, employees, trustees, investment advisors or agents, including accountants and legal
counsel, relating to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information
that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by such
Loan Party or any Subsidiary. Any Person required to maintain the confidentiality of Information as provided in this Section shall
be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential information.


 


Each of the Administrative
Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning
a Loan Party or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in accordance with applicable Law, including United States
Federal and state securities Laws.


 




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The Loan Parties and
their Subsidiaries agree that they will not in the future issue any press releases or other public disclosure in connection with
this Agreement using the name of the Administrative Agent or any Lender or their respective Affiliates or referring to this Agreement
or any of the Loan Documents without the prior written consent of the Administrative Agent, unless (and only to the extent that)
the Loan Parties or such Affiliate is required to do so under law and then, in any event the Loan Parties or such Subsidiary will
consult with such Person before issuing such press release or other public disclosure to the extent reasonably practicable.


 


11.08    Rights
of Setoff.


 


If an Event of Default
shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized
at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent
permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final,
in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer
or any such Affiliate to or for the credit or the account of any Loan Party against any and all of the obligations of such Loan
Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective
Affiliates, irrespective of whether or not such Lender, the L/C Issuer or such Affiliate shall have made any demand under this
Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent or unmatured or are owed
to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such
deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such
right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application
in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender
from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and
(y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations
owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their
respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such
Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Company and
the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall
not affect the validity of such setoff and application.


 


11.09    Interest
Rate Limitation.


 


Notwithstanding anything
to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed
the maximum rate of non-usurious interest permitted by applicable Law (including, without limitation, the Criminal Code (Canada))
(the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds
the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded
to the Borrowers. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not
principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c)
amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term
of the Obligations hereunder.


 




    	 	158	 



     


    

 


11.10    Counterparts;
Integration; Effectiveness.


 


This Agreement and
each of the other Loan Documents may be executed in counterparts (and by different parties hereto in different counterparts), each
of which shall be deemed an original, but all of which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C
Issuer constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01,
this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative
Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.
Delivery of an executed counterpart of a signature page of this Agreement by fax transmission or e-mail transmission (e.g., “pdf”
or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement or such other Loan Document
or certificate. Without limiting the foregoing, to the extent a manually executed counterpart is not specifically required to be
delivered under the terms of any Loan Document, upon the request of any party, such fax transmission or e-mail transmission shall
be promptly followed by such manually executed counterpart.


 


11.11    Survival
of Representations and Warranties.


 


All representations
and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been
or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative
Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge
of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.


 


11.12    Severability.


 


If any provision of
this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity
of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions
in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative
Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the
extent not so limited.


 




    	 	159	 



     


    

 


11.13    Replacement
of Lenders.


 


If the Company is entitled
to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting
Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents
required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections
3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall
assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:


 


(a)          the
Company shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);


 


(b)          such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under
Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers
(in the case of all other amounts);


 


(c)          in
the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made
pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;


 


(d)          such
assignment does not conflict with applicable Laws; and


 


(e)          in
the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented
to the applicable amendment, waiver or consent.


 


A Lender shall not
be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Company to require such assignment and delegation cease to apply.


 


11.14    Governing
Law; Jurisdiction; Etc.


 


(a)          GOVERNING
LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND
ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 




    	 	160	 



     


    

 


(b)          SUBMISSION
TO JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR
PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE
AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN
NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY
THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT
ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


(c)          WAIVER
OF VENUE. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION
OR PROCEEDING IN ANY SUCH COURT.


 


(d)          SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.


 


11.15     Waiver
of Jury Trial.


 


EACH PARTY HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 




    	 	161	 



     


    

 


11.16    No
Advisory or Fiduciary Responsibility.


 


In connection with
all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof
or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Subsidiaries’ understanding,
that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, MLPFS, the other
Lead Arranger(s) and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates,
on the one hand, and the Administrative Agent, MLPFS, the other Lead Arranger(s) and the Lenders, on the other hand, (B) each of
the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate,
and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, MLPFS, each other Lead Arranger
and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties,
has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective
Affiliates, or any other Person and (B) neither the Administrative Agent, MLPFS, any other Lead Arranger nor any Lender
has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby
except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, MLPFS,
the other Lead Arranger(s), the Lenders and their respective Affiliates may be engaged in a broad range of transactions
that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative
Agent, MLPFS, any other Lead Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and
their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims
that it may have against the Administrative Agent, MLPFS, the other Lead Arranger(s) or any Lender with respect to any breach or
alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 


11.17    Electronic
Execution of Assignments and Certain Other Documents.


 


The words “execute,”
“execution,” “signed,” “signature,” and words of like import in or related to any document
to be signed in connection with this Agreement, any other document executed in connection herewith and the transactions contemplated
hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Loan Notices, Swing Line Loan
Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and
contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form,
each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery
or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything
contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any
form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided
further without limiting the foregoing, upon the request of any party, any electronic signature shall be promptly followed
by such manually executed counterpart.


 


11.18     USA
PATRIOT Act and Canadian AML Act Notice .


 


Each Lender that is
subject to the Act (as hereinafter defined) or any Canadian AML Act and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the “Act”) and the Canadian AML Acts, it is required to obtain, verify
and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties, information
concerning its direct and indirect holders of Equity Interests and other Persons exercising Control over it, and other information
that will allow such Lender or the Administrative Agent, as applicable, to identify the Loan Parties in accordance with the Act
and the Canadian AML Acts. The Loan Parties shall, promptly following a request by the Administrative Agent or any Lender, provide
all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing
obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act
and the Canadian AML Acts.


 




    	 	162	 



     


    

 


11.19     Judgement
Currency.


 


If, for the purposes
of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into
another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative
Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is
given. The obligation of each Loan Party in respect of any such sum due from it to the Administrative Agent or any Lender hereunder
or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”)
other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement
Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or
such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender,
as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency.
If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender
from any Loan Party in the Agreement Currency, the Loan Parties agree, as a separate obligation and notwithstanding any such judgment,
to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency
so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative
Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Loan Parties (or to any other Person
who may be entitled thereto under applicable Law).


 


11.20     Acknowledgement
and Consent to Bail-In of EEA Financial Institutions.


 


Notwithstanding anything
to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party
hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the
extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees
and consents to, and acknowledges and agrees to be bound by:


 


(a)          the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any Lender that is an EEA Financial Institution; and


 


(b)          the
effects of any Bail-in Action on any such liability, including, if applicable:


 


(i)          a
reduction in full or in part or cancellation of any such liability;


 


(ii)         a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 




    	 	163	 



     


    

 


(iii)        the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 


11.21     Subordination
of Intercompany Indebtedness.


 


Each Loan Party (a
“Subordinating Loan Party”) agrees that the payment of all indebtedness, whether now owing or hereafter arising,
owing to such Subordinating Loan Party by any other Loan Party is expressly subordinated to the payment in full in cash of the
Obligations in the manner set forth in this Section. If the Administrative Agent so requests while an Event of Default exists,
any such indebtedness due and owing shall be enforced and performance received by the Subordinating Loan Party as trustee for the
holders of the Obligations and the proceeds thereof shall be paid over to the holders of the Obligations on account of the Obligations,
but without reducing or affecting in any manner the liability of the Subordinating Loan Party under this Agreement or any other
Loan Document. Without limitation of the foregoing, so long as no Event of Default has occurred and is continuing, the Loan Parties
may make and receive payments with respect to any such indebtedness, provided, that in the event that any Loan Party receives
any payment of any such indebtedness at a time when such payment is prohibited by this Section, such payment shall be held by such
Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Administrative
Agent.


 


[SIGNATURE PAGES FOLLOW]


 




    	 	164	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	BORROWERS	 
	AND GUARANTORS1:	RITCHIE BROS. AUCTIONEERS INCORPORATED,
	 	a Canadian corporation


 


	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll
	 	Title:	Chief Financial Officer


 


	 	RITCHIE BROS. HOLDINGS LTD.,
	 	a Canadian corporation
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	President	 


 


	 	RITCHIE BROS. PROPERTIES LTD.,
	 	a Canadian corporation
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	President	 


 


	 	RITCHIE BROS. AUCTIONEERS (CANADA) LTD.,
	 	a Canadian corporation
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	President	 


 


	 	RITCHIE BROS. AUCTIONEERS (AMERICA) INC.,
	 	a Washington corporation
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	Agent	 


 


	 	RITCHIE BROS. PROPERTIES INC.,
	 	a Washington corporation
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	Agent	 


 


 






1
Entities are signing in both capacities


 




     


     


    

 


	BORROWERS	 
	AND GUARANTORS2:	RITCHIE BROS. HOLDINGS (AMERICA) INC.,
	 	a Washington corporation


 


	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	Agent	 
	 	 	 	 
	 	RITCHIE BROS. HOLDINGS INC.,
	 	a Washington corporation
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	Agent	 
	 	 	 	 
	 	RITCHIE BROS. HOLDINGS B.V.,
	 	a private company with limited liability (besloten vennootschap) incorporated under the laws of The Netherlands
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	Attorney	 
	 	 	 	 
	 	RITCHIE BROS. PROPERTIES B.V.,
	 	a private company with limited liability (besloten vennootschap) incorporated under the laws of The Netherlands
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	Attorney	 
	 	 	 	 
	 	RITCHIE BROS. AUCTIONEERS B.V.,
	 	a private company with limited liability (besloten vennootschap) incorporated under the laws of The Netherlands
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	Attorney	 
	 	 	 	 
	 	RITCHIE BROS. SHARED SERVICES B.V.,
	 	a private company with limited liability (besloten vennootschap) incorporated under the laws of The Netherlands
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	Attorney	 


 


 






2
Entities are signing in both capacities


 






    	 	2	 



     


    

 


BORROWERS


AND GUARANTORS3:


 


	SIGNED for and on behalf of RITCHIE BROS. AUCTIONEERS PTY. LTD. (ACN 080 895 898) by its attorney __Sharon Driscoll_ under a power of attorney dated __21 Oct. 2016______ and the attorney declares that the attorney has not received any notice of the revocation of such power of attorney in the presence of:	)

)

)

)

)

)

)

)	 


 


	/s/ Darren Jeffrey Watt	 	/s/ Sharon Driscoll
	Signature of witness	 	Signature of attorney
	 	 	 
	Darren Jeffrey Watt	 	 
	Name of witness	 	 


 


	SIGNED for and on behalf of RITCHIE BROS. PROPERTIES PTY. LTD. (ACN 080 895 772) by its
    attorney   Sharon Driscoll   under a power of attorney dated   21 Oct. 2016    and
    the attorney declares that the attorney has not received any notice of the revocation of such power of attorney in the presence
    of:	)

)

)

)

)

)

)

)	 


 


	/s/ Darren Jeffrey Watt	 	/s/ Sharon Driscoll
	Signature of witness	 	Signature of attorney
	 	 	 
	Darren Jeffrey Watt	 	 
	Name of witness	 	 


 


 






3
Entities are signing in both capacities


 




    	 	3	 



     


    

 


	BORROWERS	 
	AND GUARANTORS4:	RITCHIE BROS. PROPERTIES JAPAN KK,
	 	a Japanese corporation


 


	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	Attorney	 
	 	 	 	 
	 	RITCHIE BROS. AUCTIONEERS (JAPAN) Kabushiki Kaisha,
	 	a Japanese corporation
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	Attorney	 
	 	 	 	 
	 	Signed by __Sharon Driscoll___ for and on behalf of RITCHIE BROS. AUCTIONEERS (UK) LIMITED, as a Borrower
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	Attorney	 


 


 






4
Entities are signing in both capacities


 







 




    	 	4	 



     


    

 


	GUARANTORS:	BRIDGEPORT AGENCIES LTD.
	 	a British Columbia corporation


 


	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	President	 
	 	 	 	 
	 	MASCUS CANADA (2014) INC.,
	 	an Ontario corporation
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	Authorized Signatory	 
	 	 	 	 
	 	RITCHIE BROS. AUCTIONEERS (INTERNATIONAL) LTD.,
	 	a British Columbia corporation
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	President	 
	 	 	 	 
	 	RITCHIE BROS. FINANCIAL SERVICES LTD.,
	 	a Canadian corporation
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	Authorized Signatory	 
	 	 	 	 
	 	RITCHIE BROS. REAL ESTATE SERVICES LTD.,
	 	a Canadian corporation
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	President	 
	 	 	 	 
	 	ASSETNATION, INC.,
	 	a Delaware corporation
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	Agent	 
	 	 	 	 
	 	RBA HOLDINGS INC.,
	 	a Delaware corporation
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	Agent	 


 




    	 	5	 



     


    

 


	GUARANTORS:	TOPAZ MERGERSUB, INC.,
	 	a Delaware corporation


 


	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	Agent	 
	 	 	 	 
	 	MASCUS USA INC.,
	 	a Florida corporation
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	Agent	 
	 	 	 	 
	 	RITCHIE BROS. FINANCIAL SERVICES (AMERICA) INC.,
	 	a Nevada corporation
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	Agent	 
	 	 	 	 
	 	SALVAGESALE SERVICES, INC.,
	 	a Texas corporation
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	Agent	 
	 	 	 	 
	 	SALVAGESALE MEXICO HOLDING LLC,
	 	a Delaware limited liability company
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	Agent	 
	 	 	 	 
	 	SPINDLETOP GROUP, LLC,
	 	a Delaware limited liability company
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	Agent	 
	 	 	 	 
	 	BRIDGEPORT AGENCIES INC.,
	 	a Washington corporation
	 	 	 	 
	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	Agent	 




    	 	6	 



     


    

 


	GUARANTORS:	Signed by _Sharon Driscoll_____ for and on behalf of RITCHIE BROS. AUCTIONEERS (UK) LIMITED, as a Guarantor


 


	 	By:	/s/Sharon Driscoll
	 	Name:	Sharon Driscoll	 
	 	Title:	Attorney	 


 




    	 	7	 



     


    

 


	ADMINISTRATIVE	 	 
	AGENT:	BANK OF AMERICA, N.A.,	 
	 	as Administrative Agent	 


 


 


	 	By:	/s/ Maurice Washington
	 	Name:	Maurice Washington	 
	 	Title:	Vice President	 


 


	LENDERS:	BANK OF AMERICA, N.A.,
	 	as a Lender, L/C Issuer and U.S. Swing Line Lender


 


	 	By:	/s/ Daryl K. Hogge
	 	Name:	Daryl K. Hogge	 
	 	Title:	Senior Vice President	 
	 	 	 	 
	 	bank of america, n.a., Tokyo Branch
	 	 	 	 
	 	By:	/s/ Miwa Ohmori
	 	Name:	 Miwa Ohmori	 
	 	Title:	Representative	 
	 	 	 	 
	 	bank of america, n.a., acting through its Canada branch
	 	 	 	 
	 	By:	/s/ Medina Sales de Andrade
	 	Name:	Medina Sales de Andrade	 
	 	Title:	Vice President	 
	 	 	 	 
	 	ROYAL BANK OF CANADA,
	 	as a Lender, an L/C Issuer and Canadian Swing Line Lender
	 	 	 	 
	 	By:	/s/ Baljit Mann
	 	Name:	Baljit Mann	 
	 	Title:	Authorized Signatory	 
	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 	 
	 	By:	/s/ Noor H. Noordin
	 	Name:	Noor H. Noordin	 
	 	Title:	Vice President	 
	 	 	 	 
	 	WELLS FARGO BANK, N.A., CANADIAN BRANCH,
	 	as a Lender
	 	 	 	 
	 	By:	/s/ Chris Sheppard
	 	Name:	Chris Sheppard	 
	 	Title:	VP, LTM	 


 




    	 	8	 



     


    

 


	 	CANADIAN IMPERIAL BANK OF COMMERCE,
	 	as a Lender
	 	 	 	 
	 	By:	/s/ Viktor Ko
	 	Name:	Viktor Ko	 
	 	Title:	Senior Manager	 
	 	 	 	 
	 	By:	/s/ Michael Scott
	 	Name:	Michael Scott	 
	 	Title:	Market Vice-President & Head	 
	 	 	 	 
	 	EXPORT DEVELOPMENT CANADA,
	 	as a Lender
	 	 	 	 
	 	By:	/s/ Bassam Hammoud
	 	Name:	Bassam Hammoud	 
	 	Title:	Financing Manager	 
	 	 	 	 
	 	By:	/s/ Gabriela Gomez
	 	Name:	Gabriela Gomez	 
	 	Title:	Financing Manager	 
	 	 	 	 
	 	HSBC BANK CANADA,
	 	as a Lender
	 	 	 	 
	 	By:	/s/ Todd Patchell
	 	Name:	Todd Patchell	 
	 	Title:	Vice President, Corporate Banking	 
	 	 	 	 
	 	By:	/s/ Reid Hamilton
	 	Name:	Reid Hamilton	 
	 	Title:	Assistant Vice President, Corporate Banking	 
	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CANADA BRANCH,
	 	as a Lender
	 	 	 	 
	 	By:	/s/ Catherine Siu
	 	Name:	Catherine Siu	 
	 	Title:	Vice President	 


 




    	 	9	 



     


    

 


	 	NATIONAL BANK OF CANADA,
	 	as a Lender
	 	 	 	 
	 	By:	/s/ Manny Deol
	 	Name:	Manny Deol	 
	 	Title:	Director	 
	 	 	 	 
	 	By:	/s/ David Torrey
	 	Name:	David Torrey	 
	 	Title:	Managing Director	 
	 	 	 	 
	 	GOLDMAN SACHS BANK USA,
	 	as a Lender
	 	 	 	 
	 	By:	/s/ Ryan Durkin
	 	Name:	Ryan Durkin	 
	 	Title:	Authorized Signatory	 
	 	 	 	 
	 	BANK OF MONTREAL,
	 	as a Lender
	 	 	 	 
	 	By:	/s/ Karla McCarthy
	 	Name:	Karla McCarthy	 
	 	Title:	Corporate Finance Division	 
	 	 	 	 
	 	By:	/s/ Jesse Agassiz
	 	Name:	Jesse Agassiz	 
	 	Title:	Corporate Finance Division	 
	 	 	 	 
	 	BANK OF MONTREAL, LONDON BRANCH,
	 	as a Lender
	 	 	 	 
	 	By:	/s/ Jean-Jacques van Helter
	 	Name:	Jean-Jacques van Helter	 
	 	Title:	MD	 
	 	 	 	 
	 	By:	/s/ Anthony Ebdon
	 	Name:	Anthony Ebdon	 
	 	Title:	MD	 
	 	 	 	 
	 	CITIZENS BANK NA,
	 	as a Lender
	 	 	 	 
	 	By:	/s/ Megan Livingston
	 	Name:	Megan Livingston	 
	 	Title:	Vice President	 


 




    	 	10	 



     


    

 


	 	RAYMOND JAMES BANK, N.A.,
	 	as a Lender
	 	 	 	 
	 	By:	/s/ Cormac Maclochlainn
	 	Name:	Cormac Maclochlainn	 
	 	Title:	Vice President, Corporate Banking	 
	 	 	 	 
	 	THE BANK OF NOVA SCOTIA,
	 	as a Lender
	 	 	 	 
	 	By:	/s/ Hilary Thompson
	 	Name:	Hilary Thompson	 
	 	Title:	Director	 
	 	 	 	 
	 	By:	/s/ Edwin Ho
	 	Name:	Edwin Ho	 
	 	Title:	Director, Credit Solutions	 


 






    	 	11	 



     


    

  


Schedule 1.01


 


Existing Letters of Credit


 


	Issuer	 	Beneficiary	 	Applicant	 	L/C 
 Number	 	Issue 

    Date	 	Expiry 

    Date	 	Amount	 	 	Original 

    Currencies
	Royal Bank of Canada	 	Leduc County	 	Ritchie Bros. Properties Ltd.	 	10003479	 	7/28/2015	 	7/27/2017	 	$	107,000.00	 	 	CAD
	Royal Bank of Canada	 	Leduc County	 	Ritchie Bros. Properties Ltd.	 	10004949	 	9/26/2016	 	9/25/2017	 	$	1,021,915.50	 	 	CAD
	Bank of America, N.A.	 	ING Bank N.V.	 	Ritchie Bros. Holdings B.V.	 	68129284	 	10/24/16	 	1/30/192019	 	EUR	12,996,924.91	 	 	Euro



 




     


     


    

 


Schedule 2.01


 


Commitments and Applicable Percentages


 


Revolving A Loan


 


	Revolving A Lender	 	Tax
 Jurisdiction	 	Select One of the Following:
 1.  ̈ UK Bank Lender
 2.  ̈ UK Non-Bank Lender
 3.  ̈ UK Treaty Lender
 4.  ̈ Not a UK Qualifying
 Lender	 	Treaty Passport
 Scheme Reference
 Number	 	Revolving A
 Commitment	 	 	Applicable Percentage
 of Aggregate
 Revolving A
 Commitments	 
	Bank of America, N.A.	 	United States	 	1.  ̈    2.  ̈   3. x   4.  ̈	 	13/B/7418/DTTP	 	$	71,375,000.00	 	 	 	11.240157480	%
	Royal Bank of Canada	 	Canada	 	1. x   2.  ̈   3.  ̈   4.  ̈	 	N/A	 	$	111,375,000.00	 	 	 	17.539370079	%
	U.S. Bank National Association	 	United States	 	1.  ̈   2.  ̈   3. x   4.  ̈	 	13/U/62184/DTTP	 	$	47,250,000.00	 	 	 	7.440944882	%
	Wells Fargo Bank, N.A., Canada Branch	 	United States1	 	1.  ̈   2.  ̈   3. x   4.  ̈	 	13/W/61173/DTTP	 	$	47,250,000.00	 	 	 	7.440944882	%
	Canadian Imperial Bank of Commerce	 	Canada	 	1.  ̈   2.  ̈   3. x   4.  ̈	 	3/C/8001/DTTP	 	$	43,875,000.00	 	 	 	6.909448819	%
	Export Development Canada	 	Canada	 	1.  ̈   2.  ̈   3. x   4.  ̈	 	N/A	 	$	43,875,000.00	 	 	 	6.909448819	%
	HSBC Bank Canada	 	Canada	 	1.  ̈   2.  ̈   3. x   4.  ̈	 	3/H/357875/DTTP	 	$	43,875,000.00	 	 	 	6.909448819	%
	The Bank of Tokyo-Mitsubishi UFJ, Ltd., Canada Branch	 	Japan	 	1.  ̈   2.  ̈   3. x   4.  ̈	 	43/B/322072/DTTP	 	$	43,875,000.00	 	 	 	6.909448819	%
	National Bank of Canada	 	Canada	 	1.  ̈   2.  ̈   3.  ̈   4. x	 	DTTP application in process	 	$	43,875,000.00	 	 	 	6.909448819	%
	Goldman Sachs Bank USA	 	United States	 	1.  ̈   2.  ̈   3. x   4.  ̈	 	13/G/0351779/DTTP	 	$	33,750,000.00	 	 	 	5.314960630	%
	Bank of Montreal	 	Canada	 	1.  ̈   2.  ̈   3. x   4.  ̈	 	3/M270346/DTTP	 	$	27,000,000.00	 	 	 	4.251968504	%
	Citizens Bank NA	 	United States	 	1.  ̈   2.  ̈   3. x   4.  ̈	 	13/C/356159/DTTP	 	$	27,000,000.00	 	 	 	4.251968504	%
	Raymond James Bank, N.A.	 	United States	 	1.  ̈   2.  ̈   3.  ̈   4. x	 	DTTP application in process	 	$	27,000,000.00	 	 	 	4.251968504	%
	The Bank of Nova Scotia	 	Canada	 	1.  ̈   2.  ̈   3. x   4.  ̈	 	3/T/366714/DTTP	 	$	23,625,000.00	 	 	 	3.720472441	%
	Total:	 	 	 	 	 	 	 	$	635,000,000.00	 	 	 	100.000000000	%



 





 



1 Wells Fargo Bank, National Association


 




     


     


    

 


Revolving B Loan


 


	Term Lender	 	Tax
 Jurisdiction	 	Select One of the Following:
 1.  ̈UK Bank Lender
 2.  ̈ UK Non-Bank Lender
 3.  ̈ UK Treaty Lender
 4.  ̈ Not a UK Qualifying Lender	 	Treaty Passport
 Scheme Reference
 Number	 	Revolving B
 Commitment	 	 	Applicable Percentage
 of Aggregate
 Revolving B
 Commitments	 
	Bank of America, N.A.	 	United States	 	1.  ̈   2.  ̈   3. x   4.  ̈	 	13/B/7418/DTTP	 	$	40,000,000.00	 	 	 	100.000000000	%
	Total:	 	 	 	 	 	 	 	$	40,000,000.00	 	 	 	100.000000000	%



 




     


     


    

 


Delayed-Draw Term Loan


 


	Delayed-Draw Term Loan Lender	 	Delayed-Draw 
 Term Loan 
 Commitment	 	 	Applicable Percentage 
 of Delayed-Draw 
 Term Commitments	 
	Bank of America, N.A.	 	$	53,625,000.00	 	 	 	16.500000000	%
	Royal Bank of Canada	 	$	53,625,000.00	 	 	 	16.500000000	%
	U.S. Bank National Association	 	$	22,750,000.00	 	 	 	7.000000000	%
	Wells Fargo Bank, N.A., Canada Branch	 	$	22,750,000.00	 	 	 	7.000000000	%
	Canadian Imperial Bank of Commerce	 	$	21,125,000.00	 	 	 	6.500000000	%
	Export Development Canada	 	$	21,125,000.00	 	 	 	6.500000000	%
	HSBC Bank Canada	 	$	21,125,000.00	 	 	 	6.500000000	%
	The Bank of Tokyo-Mitsubishi UFJ, Ltd., Canada Branch	 	$	21,125,000.00	 	 	 	6.500000000	%
	National Bank of Canada	 	$	21,125,000.00	 	 	 	6.500000000	%
	Goldman Sachs Bank USA	 	$	16,250,000.00	 	 	 	5.000000000	%
	Bank of Montreal	 	$	13,000,000.00	 	 	 	4.000000000	%
	Citizens Bank NA	 	$	13,000,000.00	 	 	 	4.000000000	%
	Raymond James Bank, N.A.	 	$	13,000,000.00	 	 	 	4.000000000	%
	The Bank of Nova Scotia	 	$	11,375,000.00	 	 	 	3.500000000	%
	Total:	 	$	325,000,000.00	 	 	 	100.000000000	%



 




     


     


    

 


Schedule 5.13


 


Subsidiaries


 


	Entity	 	Jurisdiction of 
 Organization	 	% Ownership by RBA entities
	Ritchie Bros. Holdings Ltd.	 	Canada	 	Ritchie Bros. Auctioneers. Incorporated (100%)
	Rtichie Bros. Holdings Inc.	 	United States (WA)	 	Ritchie Bros. Auctioneers. Incorporated (100%)
	Ritchie Bros. Auctioneers (Canada) Ltd.	 	Canada	 	Ritchie Bros. Holdings Ltd. (100%)
	Ritchie Bros. Financial Services Ltd.	 	Canada	 	Ritchie Bros. Holdings Ltd. (100%)
	Ritchie Bros. Properties Ltd.	 	Canada	 	Ritchie Bros. Holdings Ltd. (100%)
	Ritchie Bros. Auctioneers (International) Ltd.	 	Canada (BC)	 	Ritchie Bros. Holdings Ltd. (common shares); Ritchie Bros. Auctioneers (Canada) Ltd. (Class "A" and Class "B" non-voting, preference shares)
	Ritchie Bros. Properties Japan KK	 	Japan	 	Ritchie Bros. Holdings Ltd. (100%)
	Ritchie Bros. Holdings Pty Ltd.	 	Australia	 	Ritchie Bros. Holdings Ltd. (100%)
	Ritchie Bros. Auctioneers Pte Ltd.	 	Singapore	 	Ritchie Bros. Holdings Ltd. (100%)
	Ritchie Bros. Auctioneers (Panama) S.A.	 	Panama	 	Ritchie Bros. Holdings Ltd. (100%)
	Ritchie Bros. Auctioneers Comercial de Equipamentos Industrials Ltda	 	Brazil	 	Ritchie Bros. Holdings Ltd. (99%); Ritchie Bros. Auctioneers (International) Ltd. (1%)
	Bridgeport Agencies Inc.	 	United States (WA)	 	Ritchie Bros. Holdings Inc. (100%)
	Ritchie Bros. Real Estate Services Ltd.	 	Canada	 	Ritchie Bros. Auctioneers (Canada) Ltd. (100%)
	Bridgeport Agencies Ltd.	 	Canada (BC)	 	Ritchie Bros. Auctioneers (Canada) Ltd. (100%)
	Ritchie Bros. Financials Services (America) Inc.	 	United States (Nevada)	 	Ritchie Bros. Financial Services Ltd. (100%)
	Ritchie Bros. Investment Holdings (Luxembourg) SARL	 	Luxembourg	 	Ritchie Bros. Auctioneers (International) Ltd. (100%)
	Ritchie Bros. Auctioneers (Japan) KK	 	Japan	 	Ritchie Bros. Properties Japan KK (100%)
	Ritchie Bros. Auctioneers Pty Ltd.	 	Australia	 	Ritchie Bros. Holdings Pty. Ltd. (100%)
	Ritchie Bros. Properties Pty Ltd.	 	Australia	 	Ritchie Bros. Holdings Pty Ltd. (100%)
	Ritchie Bros. Auctioneers (Beijing) Co. Ltd.	 	China	 	Ritchie Bros. Auctioneers Pte Ltd. (100%)
	Ritchie Auction (Beijing) Co. Ltd.	 	China	 	Ritchie Bros. Auctioneers Pte Ltd. (100%)
	Ritchie Bros. Auctioneers India Private Limited	 	India	 	Ritchie Bros. Holdings (Cyprus) Limited (100%)
	Ritchie Bros. Auctioneers (ME) Limited	 	Cyprus	 	Ritchie Bros. Holdings (Cyprus) Limited (100%)
	Ritchie Bros. (Hungary) Kft.	 	Hungary	 	Ritchie Bros. Holdings (Cyprus) Limited (86.4226%); Ritchie Bros. Auctioneers Incorporated (13.5774%)
	Ritchie Bros. Holdings Luxembourg SARL	 	Luxembourg	 	Ritchie Bros. (Hungary) Kft (100%)
	Ritchie Bros. Auctioneers Ireland Limited	 	Ireland	 	Ritchie Bros. Holdings Luxembourg SARL (100%)



 




     


     


    

 


	Ritchie Bros.  Luxembourg SARL	 	Luxembourg	 	Ritchie Bros. Holdings Luxembourg SARL (100%)
	Ritchie Bros. Holdings B.V.	 	Netherlands	 	Ritchie Bros. Auctioneers (International) Ltd. (100%)
	Ritchie Bros. Auctioneers GmbH	 	Germany	 	Ritchie Bros. Holdings B.V. - EUR 26,100 (90%); Ritchie Bros. Auctioneers International Ltd. - EUR 2,900 (10%)
	Ritchie Bros. Holdings SARL	 	France	 	Ritchie Bros. Holdings B.V. (99.9%); Ritchie Bros. Auctioneers B.V. (0.1%)
	Ritchie Bros. Properties S.r.l	 	Italy	 	Ritchie Bros. Holdings B.V. (100%)
	Ritchie Bros. Properties (Spain) SLU	 	Spain	 	Ritchie Bros. Holdings B.V. (100%)
	Ritchie Bros. Auctioneers (UK) Limited	 	UK	 	Ritchie Bros. Holdings B.V. (100%)
	Ritchie Bros. Auctioneers Muzayede Danismanlik va Ticaret Limited Sirketi	 	Turkey	 	Ritchie Bros. Holdings BV owns (99.5% for a total value of TL 4.975); Ritchie Bros. Auctioneers BV (0.5% for a total value of TL 25)
	Ritchie Bros. Auctioneers B.V.	 	Netherlands	 	Ritchie Bros. Holdings B.V. - 40,000 (Class A), 3,000 (Class B) (100%)
	Ritchie Bros. Properties B.V.	 	Netherlands	 	Ritchie Bros. Holdings B.V. (100%)
	Ritchie Bros. Shared Services B.V.	 	Netherlands	 	Ritchie Bros. Holdings B.V. (100%)
	Mascus Poland Sp. Z.o.	 	Poland	 	Ritchie Bros. Holdings B.V. (100%)
	Ritchie Bros. Auctioneers France SAS	 	France	 	Ritchie Bros. Holdings SARL (100%)
	Ritchie Bros.  Services SARL	 	France	 	Ritchie Bros. Holdings SARL (100%)
	Ritchie Bros. Properties EURL	 	France	 	Ritchie Bros. Holdings SARL (100%)
	Ritchie Bros. Auctioneers S.r.l	 	Italy	 	Ritchie Bros Properties S.r.l. (100%)
	Ritchie Bros. Auctioneers (Spain) SLU	 	Spain	 	Ritchie Bros. Properties (Spain) S.L. (100%)
	Mascus Internationl Holding BV	 	Netherlands	 	Ritchie Bros. Shared Services B.V. (100%)
	Ritchie Bros. Technical Services B.V.	 	Netherlands	 	RB Shared Services B.V. (100%)
	Mascus International BV	 	Netherlands	 	Mascus Internationl Holding BV (100%)
	Mascus IP BV	 	Netherlands	 	Mascus Internationl Holding BV (100%)
	Mascus Canada (2014) Inc.	 	Canada (ONT)	 	Mascus International BV (100%)
	Mascus Benelux BV	 	Netherlands	 	Mascus International BV (100%)
	Mascus A/S	 	Denmark	 	Mascus International BV (51%)
	Marknadspriser I Sverige AB	 	Sweden	 	Mascus International BV (100%)
	Mascus Finland City	 	Finland	 	Mascus International BV (100%)
	Ritchie Bros. Auctioneers Mexico Services S. de R.L. de C.V.	 	Mexico	 	Rtichie Bros. Holdings Inc. (99%)
	Ritchie Bros. Auctioneers de Mexico S. de. R.L. de C.V.	 	Mexico	 	Ritchie Bros. Holdings Inc. (99%)
	Ritchie Bros. Properties S. de R.L. de C.V.	 	Mexico	 	Rtichie Bros. Holdings Inc. (36%); Ritchie Bros. Auctioneers (America) Inc. (64%)
	Ritchie Bros. Holdings (America)	 	United States (WA)	 	Ritchie Bros. Holdings Inc. (100%)
	RBA Holdings Inc.	 	United States (DE)	 	Ritchie Bros. Holdings Inc. (100%)
	Xcira, LLC	 	United States (DE)	 	Ritchie Bros. Holdings (America) Inc. (75%)
	Mascus USA Inc.	 	United States (FL)	 	Ritchie Bros. Holdings (America) Inc. (100%)
	Topaz Mergersub, Inc.	 	United Staes (DE)	 	Ritchie Bros. Holdings (America) Inc. (100%)



 




     


     


    

 


	Ritchie Bros. Auctioneers (America) Inc.	 	United States (WA)	 	Ritchie Bros. Holdings (America) Inc. (100%)
	Ritchie Bros. Properties Inc.	 	United States (WA)	 	Ritchie Bros. Holdings (America) Inc. (100%)
	AssetNation, Inc.	 	United States (DE)	 	RBA Holdings  Inc. (100%)
	SpindleTop Group, LLC	 	United States (DE)	 	RBA Holdings Inc. (common shares); AssetNation Inc. (preferred units)
	SalvageSale Limited	 	UK	 	AssetNation  Inc. (100%)
	SalvageSale Mexico Holding LLC	 	United States (DE)	 	AssetNation Inc. (100%)
	SalvageSale Services Inc.	 	United States (TX)	 	Ritchie Bros. Holdings Ltd. (100%)
	SalvageSale de Mexico S. de R.L. de C.V.	 	Mexico	 	AssetNation Inc.; SalvageSale Mexico Holdings, LLC
	SalvageSale Servicios S. de. R.L. de C.V.	 	Mexico	 	Ritchie Bros. Holdings Ltd. (100%)



 




     


     


    

   


Schedule 7.01


 


Liens Existing on the Closing Date


 


Ritchie Bros. Auctioneers (America) Inc.


 


1. Purchase money security interest in favor of Skyjack Equipment
Services, Inc. and Skyjack Financial Services, Inc. in respect of certain equipment


 


2. Security interest in favor of HYG Financial Services, Inc.
in respect of certain equipment


 


Ritchie Bros. Auctioneers Pty Ltd


 


1. Purchase money security interest in favor of Freo Group Ltd.
in respect of certain equipment


 


2. Purchase money security interest in favor of Fuji Xerox Finance
Limited and Fuji Xerox Australia Pty. Limited in respect of certain equipment


 


3. Purchase money security interest in favor of Global Industrial
Services (Aust) Pty Ltd, Global Construction Services Limited, GCS Concrete Pumping Pty Ltd, GCS Hire Pty Ltd, BFA Investments
Pty Ltd, GCS Access Pty Ltd, C.A.S.C. Constructions Pty. Ltd., GCS Budget Portables Pty Ltd, GCS Integrated Services Pty Ltd in
respect of certain equipment


 


4. Purchase money security interest in favor of Global Industrial
Services (Aust) Pty Ltd, Global Construction Services Limited, GCS Concrete Pumping Pty Ltd, GCS Hire Pty Ltd, BFA Investments
Pty Ltd, GCS Access Pty Ltd, C.A.S.C. Constructions Pty. Ltd., GCS Budget Portables Pty Ltd, GCS Integrated Services Pty Ltd in
respect of certain motor vehicles


 


5. Purchase money security interest in favor of Global Industrial
Services (Aust) Pty Ltd, Global Construction Services Limited, GCS Concrete Pumping Pty Ltd, GCS Hire Pty Ltd, BFA Investments
Pty Ltd, GCS Access Pty Ltd, C.A.S.C. Constructions Pty. Ltd., GCS Budget Portables Pty Ltd, GCS Integrated Services Pty Ltd in
respect of certain motor vehicles


 


6. Purchase money security interest in favor of Global Industrial
Services (Aust) Pty Ltd, Global Construction Services Limited, GCS Concrete Pumping Pty Ltd, GCS Hire Pty Ltd, BFA Investments
Pty Ltd, GCS Access Pty Ltd, C.A.S.C. Constructions Pty. Ltd., GCS Budget Portables Pty Ltd, GCS Integrated Services Pty Ltd in
respect of certain equipment


 


7. Purchase money security interest in favor of Global Industrial
Services (Aust) Pty Ltd, Global Construction Services Limited, GCS Concrete Pumping Pty Ltd, GCS Hire Pty Ltd, BFA Investments
Pty Ltd, GCS Access Pty Ltd, C.A.S.C. Constructions Pty. Ltd., GCS Budget Portables Pty Ltd, GCS Integrated Services Pty Ltd in
respect of certain motor vehicles


 


8. Purchase money security interest in favor of Global Industrial
Services (Aust) Pty Ltd, Global Construction Services Limited, GCS Concrete Pumping Pty Ltd, GCS Hire Pty Ltd, BFA Investments
Pty Ltd, GCS Access Pty Ltd, C.A.S.C. Constructions Pty. Ltd., GCS Budget Portables Pty Ltd, GCS Integrated Services Pty Ltd in
respect of certain equipment


 


9. Purchase money security interest in favor of Coates Hire
Operations Pty Limited in respect of certain vehicles


 






     


     


    

 


10. Purchase money security interest in favor of Coates Hire
Operations Pty Limited in respect of certain equipment


 


11. Purchase money security interest in favor of Kennards Hire
Pty Limited in respect of certain equipment


 


12. Purchase money security interest in favor of Hastings Deering
(Australia) Limited in respect of certain equipment


 


13. Purchase money security interest in favor of Hastings Deering
(Australia) Limited in respect of certain equipment


 


14. Purchase money security interest in favor of BTP Equipment
Pty Ltd in respect of certain equipment


 


15. Purchase money security interest in favor of BTP Equipment
Pty Ltd in respect of certain equipment


 


16. Purchase money security interest in favor of Heaneys Performers
In Print Pty Ltd in respect of certain equipment


 


17. Purchase money security interest in favor of Hastings Deering
(Australia) Limited in respect of certain equipment


 


18. Purchase money security interest in favor of Hastings Deering
(Australia) Limited in respect of certain motor vehicles


 


19. Purchase money security interest in favor of Burwell Technologies
Pty Limited in respect of certain equipment


 


20. Purchase money security interest in favor of Blastone International
(Aust) Pty Ltd in respect of certain equipment


 


21. Purchase money security interest in favor of Sandvik Mining
and Construction Australia Pty Ltd in respect of certain equipment


 


22. Purchase money security interest in favor of BTP Equipment
Pty Ltd in respect of certain motor vehicles


 


23. Purchase money security interest in favor of BTP Equipment
Pty Ltd in respect of certain motor vehicles


 


24. Purchase money security interest in favor of The Trustee
for The TWA Trust in respect of certain equipment


 


25. Purchase money security interest in favor of Western Plant
Hire (WA) Pty Ltd in respect of certain motor vehicles


 


26. Purchase money security interest in favor of Western Plant
Hire (WA) Pty Ltd in respect of certain equipment


 


27. Purchase money security interest in favor of Orix Australia
Corporation Limited in respect of certain motor vehicles


 






     


     


    

 


28. Purchase money security interest in favor of Orix Australia
Corporation Limited in respect of certain motor vehicles


 


29. Purchase money security interest in favor of Orix Australia
Corporation Limited in respect of certain motor vehicles


 


30. Purchase money security interest in favor of Orix Australia
Corporation Limited in respect of certain motor vehicles


 


31. Purchase money security interest in favor of Onsite Rental
Group Operations Pty Ltd in respect of certain equipment


 


32. Purchase money security interest in favor of Orix Australia
Corporation Limited in respect of certain motor vehicles


 


33. Purchase money security interest in favor of Orix Australia
Corporation Limited in respect of certain motor vehicles


 


34. Purchase money security interest in favor of Orix Australia
Corporation Limited in respect of certain motor vehicles


 


35. Purchase money security interest in favor of Orix Australia
Corporation Limited in respect of certain motor vehicles


 


36. Security interest in favor of Northern Managed Finance Pty
Ltd in respect of certain equipment


 


Ritchie Bros. Properties Pty Ltd


 


1. Purchase money security interest in favor of Australian Portable
Buildings Pty. Limited in respect of certain equipment


 


ALBERTA PERSONAL PROPERTY REGISTRY


 


	 	Reg.

Number	Debtor Name(s) Identified in Registration	

Reg. Date	

Secured Party(ies)	

Summary of Collateral Description	

Expiry Date
	(a)  	11031411554	Ritchie Bros. Auctioneers Incorporated	Mar. 14, 2011	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        Equipment identified therein relating to the master lease between
        the secured party and the debtor

         
	Mar. 14, 2021
	(b)  	12051510115	Ritchie Bros. Auctioneers Inc.	May 15, 2012	Macquarie Equipment Finance, LLC	
        General Collateral:

         

        All equipment leased by debtor as lessee under equipment
        schedule         no. RBA20110915-02, any extensions, renewals, or modifications thereto, which incorporate(s) by reference
        master lease agreement         between debtor as lessee and secured party as lessor which equipment is more fully described
        therein, insurance covering same and         the proceeds of all of the foregoing.

         
	May 15, 2017



 






     


     


    

 


	 	Reg.

Number	Debtor Name(s) Identified in Registration	

Reg. Date	

Secured Party(ies)	

Summary of Collateral Description	

Expiry Date
	(c)  	12070315097	Ritchie Bros. Auctioneers Inc.	Jul. 3, 2012	Macquarie Equipment Finance, Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under equipment schedule
        no. RBA20120730, any extensions, renewals, or modifications thereto, which incorporate(s) by reference master lease agreement between
        debtor as lessee and secured party as lessor which equipment is more fully described therein, insurance covering same and the proceeds
        of all of the foregoing.

         
	Jul. 3, 2017
	(d)  	13022704113	Ritchie Bros. Auctioneers Inc.	Feb. 27, 2013	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All Equipment leased by Debtor as Lessee under Equipment Schedule
        No. RBA20130315, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a Master Lease Agreement
        between Debtor as Lessee and Secured Party as Lessor which Equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         
	Feb. 27, 2018
	(e)  	14072943374	Ritchie Bros. Auctioneers Incorporated	Jul. 29, 2014	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All Equipment leased by Debtor as Lessee under Equipment Schedule
        No. RBA20140815, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a Master Lease Agreement
        between Debtor as Lessee and Secured Party as Lessor which Equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         
	Jul. 29, 2019
	(f)  	
        15101415377

         

         

         
	Ritchie Bros. Auctioneers Incorporated	Oct. 14, 2015	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All Equipment leased by Debtor as Lessee under Equipment Schedule
        No. RBA20151101, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a Master Lease Agreement
        between Debtor as Lessee and Secured Party as Lessor which Equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         
	Oct. 14, 2021



 






     


     


    

 


	 	Reg.

Number	Debtor Name(s) Identified in Registration	

Reg. Date	

Secured Party(ies)	

Summary of Collateral Description	

Expiry Date
	(g)  	15102020645	Ritchie Bros. Auctioneers Incorporated	Oct. 20, 2015	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All Equipment leased by Debtor as Lessee under Equipment Schedule
        No. RBA20150901, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a Master Lease Agreement
        between Debtor as Lessee and Secured Party as Lessor which Equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         
	Oct. 20, 2021
	(h)  	15102714491	Ritchie Bros. Auctioneers Incorporated	Oct. 27, 2015	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All Equipment leased by Debtor as Lessee under Equipment Schedule
        No. RBA20151201, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a Master Lease Agreement
        between Debtor as Lessee and Secured Party as Lessor which Equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         
	Oct. 27, 2021
	(i)  	16021224082	Ritchie Bros. Auctioneers Incorporated	Feb. 12, 2016	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All Equipment leased by Debtor as Lessee under Equipment Schedule
        No. RBA20160131, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a Master Lease Agreement
        between Debtor as Lessee and Secured Party as Lessor which Equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         
	Feb. 12, 2022
	(j)  	16050942864	Ritchie Bros. Auctioneers Incorporated	May 9, 2016	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All Equipment leased by Debtor as Lessee under Equipment Schedule
        No. RBA20160601, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a Master Lease Agreement
        between Debtor as Lessee and Secured Party as Lessor which Equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         
	May 9, 2022



 


 






     


     


    

 


	 	Reg.

Number	Debtor Name(s) Identified in Registration	

Reg. Date	

Secured Party(ies)	

Summary of Collateral Description	

Expiry Date
	(k)  	16092720279	Ritchie Bros. Auctioneers Incorporated	Sept. 27, 2016	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All Equipment leased by Debtor as Lessee under Equipment Schedule
        No. RBA20161015, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a Master Lease Agreement
        between Debtor as Lessee and Secured Party as Lessor which Equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         
	Sept. 27, 2022
	(l)  	14111025245	
        Ritchie Bros. Auctioneers (Canada) Ltd.

         

        Les Encans Ritchie Bros. (Canada) Ltee

         
	Nov. 10, 2014	Caterpillar Financial Services Limited	
        Vehicle Collateral:

         

        One, 2014 Caterpillar IT14G2 bearing serial no. CATIT14GCERP00532

         

        General Collateral:

         

        The aforementioned vehicle collateral and proceeds.

         
	Nov. 10, 2016
	(m)  	03090100250	
        North American Equipment Company

         

        Equipment Investco Inc.

         

        Ritchie Bros. Auctioneers (America) Inc.

         

        Ritchie Bros. Auctioneers (Canada) Ltd.

         
	Sept. 1, 2003	Westgate Commercial Inc.	
        Sale of Goods or Factors Act

         

        Vehicle Collateral:

         

        One, 2001 Caterpillar D7R bearing serial no. 2EN01229

         

        One, 1998 Caterpillar D6MLGP bearing serial no. 2RN00457

         

        One, 2001 Caterpillar D6RXL bearing serial no. 5LN03047

         

        One, 1993 Timberjack 933C bearing serial no. 933131

         
	Sept. 1, 2023
	(n)  	07061848300	Ritchie Bros. Auctioneers (Canada) Ltd.	Jun. 18, 2007	769232 Alberta Ltd.	Automatic Stay, Edmonton Judicial Centre Court File Number Q070305603 in an amount of $10,860.50, plus interest of $765.63, plus costs of $1,305.50	Infinity
	(o)  	13101107317	Ritchie Bros. Auctioneers (Canada) Ltd.	Oct. 11, 2013	Finning International Inc.	
        Vehicle Collateral:

         

        One, 2013 Caterpillar 938K bearing serial no. CAT0938KJSWL01916

         

        General Collateral:

         

        The aforementioned vehicle collateral and proceeds.

         

         

         

         

         
	Oct. 11, 2019



 


 






     


     


    

 


	 	Reg.

Number	Debtor Name(s) Identified in Registration	

Reg. Date	

Secured Party(ies)	

Summary of Collateral Description	

Expiry Date
	(p)  	14081408594	Ritchie Bros. Auctioneers (Canada) Ltd	Aug. 14, 2014	National Leasing Group Inc.	
        Vehicle Collateral:

         

        One, 2014 JLGE400 electric boomlift bearing serial no. 0300190169

         

        General Collateral:

         

        Purchase money security interest.

         
	Aug. 14, 2017


  


BRITISH COLUMBIA PERSONAL PROPERTY REGISTRY


	 	Reg.

Number	Debtor Name(s) Identified in Registration	

Reg. Date	

Secured Party(ies)	

Summary of Collateral Description	

Expiry Date
	(a)  	971828F	Ritchie Bros. Auctioneers Incorporated	Jan. 26, 2011	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        Equipment identified therein relating to the master lease between
        the secured party and the debtor

         
	Jan. 26, 2021
	(b)  	740700G	Ritchie Bros. Auctioneers Inc.	May 15, 2012	Macquarie Equipment Finance, LLC	
        General Collateral:

         

        All equipment leased by debtor as lessee under equipment schedule
        no. RBA20110915-01, any extensions, renewals, or modifications thereto, which incorporate(s) by reference master lease agreement
        between debtor as lessee and secured party as lessor which equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         
	May 15, 2017
	(c)  	825679G	Ritchie Bros. Auctioneers Inc.	Jul. 3, 2012	Macquarie Equipment Finance, Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under equipment schedule
        no. RBA20110915-01, any extensions, renewals, or modifications thereto, which incorporate(s) by reference master lease agreement
        between debtor as lessee and secured party as lessor which equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         
	Jul. 3, 2017



 






     


     


    

 


	 	Reg.

Number	Debtor Name(s) Identified in Registration	

Reg. Date	

Secured Party(ies)	

Summary of Collateral Description	

Expiry Date
	(d)  	210161H	Ritchie Bros. Auctioneers Inc.	Feb. 27, 2013	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under equipment schedule
        no. RBA20130315, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a master lease agreement
        between debtor as lessee and secured party as lessor which equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         
	Feb. 27,  2018
	(e)  	301871H	Ritchie Bros. Auctioneers	Apr. 19, 2013	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under equipment schedule
        no. RBA20130415, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a master lease agreement
        between debtor as lessee and secured party as lessor which equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         
	Apr. 19, 2018
	(f)  	301873H	Ritchie Bros. Auctioneers	Apr. 19, 2013	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under equipment schedule
        no. RBA201300501, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a master lease agreement
        between debtor as lessee and secured party as lessor which equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         
	Apr. 19, 2018
	(g)  	588978H	Ritchie Bros. Auctioneers	Oct. 1, 2013	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under equipment schedule
        no. RNA20131010, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a master lease agreement
        between debtor as lessee and secured party as lessor which equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         
	Oct. 1, 2018



 






     


     


    

 


	 	Reg.

Number	Debtor Name(s) Identified in Registration	

Reg. Date	

Secured Party(ies)	

Summary of Collateral Description	

Expiry Date
	(h)  	727491H	Ritchie Bros. Auctioneers	Dec. 27, 2013	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under equipment schedule
        no. RBA20140115, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a master lease agreement
        between debtor as lessee and secured party as lessor which equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         
	Dec. 27, 2018
	(i)  	852374H	Ritchie Bros. Auctioneers	Mar. 18, 2014	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under equipment schedule
        no. RBA20140301, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a master lease agreement
        between debtor as lessee and secured party as lessor which equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         
	Mar. 18, 2019
	(j)  	097613I	Ritchie Bros. Auctioneers Incorporated	Jul. 29, 2014	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under equipment schedule
        no. RBA20140815, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a master lease agreement
        between debtor as lessee and secured party as lessor which equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         
	Jul. 29, 2019
	(k)  	121551I	Ritchie Bros. Auctioneers	Aug. 12, 2014	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under equipment schedule
        no. RBA20140831, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a master lease agreement
        between debtor as lessee and secured party as lessor which equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         
	Aug. 12, 2019



 






     


     


    

 


 


	 	Reg.

Number	Debtor Name(s) Identified in Registration	

Reg. Date	

Secured Party(ies)	

Summary of Collateral Description	

Expiry Date
	(l)  	359473I	Ritchie Bros. Auctioneers Incorporated	Dec. 24, 2014	RCAP Leasing Inc.	
        General Collateral:

         

        Any mailing equipment supplied or financed by the secured party.,
        specifically item bearing serial no. 561309086220

         
	Dec. 24, 2020
	(m)  	761303I	Ritchie Bros. Auctioneers Incorporated	Aug. 4, 2015	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under equipment schedule
        no. RBA20150901, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a master lease agreement
        between debtor as lessee and secured party as lessor which equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         
	Aug. 4, 2020
	(n)  	880875I	Ritchie Brothers Auctioneers	Oct. 5, 2015	Britco LP	
        Vehicle Collateral:

         

        One 8x20 container, 2012, bearing serial number 205994-7

         
	Oct. 5, 2016
	(o)  	896549I	Ritchie Bros. Auctioneers Incorporated	Oct. 14, 2015	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under equipment schedule
        no. RBA20151101, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a master lease agreement
        between debtor as lessee and secured party as lessor which equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         
	Oct. 14, 2021
	(p)  	919342I	Ritchie Bros. Auctioneers Incorporated	Oct. 27, 2015	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under equipment schedule
        no. RBA20151201, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a master lease agreement
        between debtor as lessee and secured party as lessor which equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         
	Oct. 27, 2021
	(q)  	110399J	Ritchie Bros. Auctioneers Incorporated	Feb. 12, 2016	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under equipment schedule
        no. RBA20160131, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a master lease agreement
        between debtor as lessee and secured party as lessor which equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         
	Feb. 12, 2022



 






     


     


    

 


	 	Reg.

Number	Debtor Name(s) Identified in Registration	

Reg. Date	

Secured Party(ies)	

Summary of Collateral Description	

Expiry Date
	(r)  	276611J	Ritchie Bros. Auctioneers Incorporated	May 9, 2016	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under equipment schedule
        no. RBA20160601, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a master equipment lease
        agreement between debtor as lessee and secured party as lessor which equipment is more fully described therein, insurance covering
        same and the proceeds of all of the foregoing.

         
	May 9, 2022
	(s)  	315010J	Ritchie Bros Auctioneers	May 28, 2016	Kal Inspection & Truck Repair Ltd.	
        Repairers Lien Act ($3017.93)

         

        Vehicle Collateral:

         

        One 2015 Peterbilt bearing serial number 1XP4DP9X7CD147099

         
	Nov. 24, 2016
	(t)  	373800J	Ritchie Bros Auctioneers	Jun. 24, 2016	Kal Inspection & Truck Repair Ltd.	
        Repairers Lien Act ($3579.62)

         

        Vehicle Collateral:

         

        One 2015 Peterbilt bearing serial number 1XP4DP9X7CD147099

         
	Dec. 21, 2016
	(u)  	562676J	Ritchie Bros. Auctioneers Incorporated	Sept. 27, 2016	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under equipment schedule
        no. RBA20161015, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a master lease agreement
        between debtor as lessee and secured party as lessor which equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         
	Sept. 27, 2022


 






     


     


    

 


NOVA SCOTIA PERSONAL PROPERTY REGISTRY


 


	 	Reg.

Number	Debtor Name(s) Identified in Registration	

Reg. Date	

Secured Party(ies)	

Summary of Collateral Description	

Expiry Date
	(a)  	25051061	Ritchie Bros. Auctioneers Incorporated	Oct. 16, 2015	Macquarie Equipment Finance Ltd.	
        All Equipment leased by Debtor as Lessee under Equipment
Schedule No. RBA20151101, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a Master Lease
Agreement between Debtor as Lessee and Secured Party as Lessor which Equipment is more fully described therein, insurance covering
same and the proceeds of all of the foregoing. Equipment includes but is not limited to specified IT Equipment

         
	Oct. 16, 2021


 


ONTARIO PERSONAL PROPERTY REGISTRY


	 	Reg.

Number	Debtor Name(s) Identified in Registration	

Reg. Date	

Secured Party(ies)	

Summary of Collateral Description	

Expiry Date
	(a)  	20160927 1436 1530 2772	Ritchie Bros. Auctioneers Incorporated	Sept. 27, 2016	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under Equipment Schedule
        No. RBA20161015, any extensions, renewals or modifications thereto, insurance covering same and the proceeds of all of the foregoing.

         

        Equipment includes but is not limited to specified IT
        equipment.

         

        Collateral Classification:

         

        Equipment, Other

         
	Sept. 27, 2022
	(b)  	20160510 0909 1532 7500	Ritchie Bros. Auctioneers Incorporated	 May 10, 2016	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under Equipment Schedule
        No. RBA20160601, any extensions, renewals or modifications thereto, insurance covering same and the proceeds of all of the foregoing.

         

        Equipment includes but is not limited to specified IT
        equipment.

         

        Collateral Classification:

         

        Equipment, Other

         
	May 10, 2022



 






     


     


    

 


	 	Reg.

Number	Debtor Name(s) Identified in Registration	

Reg. Date	

Secured Party(ies)	

Summary of Collateral Description	

Expiry Date
	(c)  	
        20160219 1837 1532 7574

         

         

         
	Ritchie Bros. Auctioneers Incorporated	Feb.
    19, 2016	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under Equipment Schedule
        No. RBA20160131, any extensions, renewals or modifications thereto, insurance covering same and the proceeds of all of the foregoing.

         

        Equipment includes but is not limited to specified IT
        equipment.

         

        Collateral Classification:

         

        Equipment, Other

         
	Feb.
    19,

2022
	(d)  	20151221 1712 1532 1935	Ritchie Bros. Auctioneers	Dec. 21, 2015	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under Equipment Schedule
        No. RBA20160115, any extensions, renewals or modifications thereto, insurance covering same and the proceeds of all of the foregoing.

         

        Equipment includes but is not limited to specified IT
        equipment.

         

        Collateral Classification:

         

        Equipment, Other

         
	Dec. 21,

2021
	(e)  	20151119 1337 1532 8023	Ritchie Bros. Auctioneers Incorporated	Nov. 19, 2015	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under Equipment Schedule
        No. RBA20151215, any extensions, renewals or modifications thereto, insurance covering same and the proceeds of all of the foregoing.

         

        Equipment includes but is not limited to specified IT
        equipment.

         

        Collateral Classification:

         

        Equipment, Other

         
	Nov. 19,

2021



 






     


     


    

 


	 	Reg.

Number	Debtor Name(s) Identified in Registration	

Reg. Date	

Secured Party(ies)	

Summary of Collateral Description	

Expiry Date
	(f)  	20151112 1652 1532 7311	Ritchie Bros. Auctioneers Incorporated	Nov. 12, 2015	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under Equipment Schedule
        No. RBA20151130, any extensions, renewals or modifications thereto, insurance covering same and the proceeds of all of the foregoing.

         

        Equipment includes but is not limited to specified IT
        equipment.

         

        Collateral Classification:

         

        Equipment, Other

         
	Nov. 12, 2021
	(g)  	20151028 1351 1532 5643	Ritchie Bros. Auctioneers Incorporated	Oct. 28, 2015	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under Equipment Schedule
        No. RBA20151201, any extensions, renewals or modifications thereto, insurance covering same and the proceeds of all of the foregoing.

         

        Equipment includes but is not limited to specified IT
        equipment.

         

        Collateral Classification:

         

        Equipment, Other

         
	Oct. 28, 2021
	(h)  	20151020 1404 1532 4560	Ritchie Bros. Auctioneers Incorporated	Oct. 20, 2015	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under Equipment Schedule
        No. RBA20150901, any extensions, renewals or modifications thereto, insurance covering same and the proceeds of all of the foregoing.

         

        Equipment includes but is not limited to specified IT
        equipment.

         

        Collateral Classification:

         

        Equipment, Other

         
	Oct. 20, 2021



 






     


     


    

 


	 	Reg.

Number	Debtor Name(s) Identified in Registration	

Reg. Date	

Secured Party(ies)	

Summary of Collateral Description	

Expiry Date
	(i) 	20151014 1301 1532 3822	Ritchie Bros. Auctioneers Incorporated	Oct. 14, 2015	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under Equipment Schedule
        No. RBA20151101, any extensions, renewals or modifications thereto, insurance covering same and the proceeds of all of the foregoing.

         

        Equipment includes but is not limited to specified IT equipment.

         

        Collateral Classification:

         

        Equipment, Other

         
	Oct. 14, 2021
	(j)  	20130718 1934 1531 1037	Ritchie Bros. Auctioneers 	July 18, 2013	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All equipment leased by debtor as lessee under Equipment Schedule
        No. RBA20130801, any extensions, renewals or modifications thereto, insurance covering same and the proceeds of all of the foregoing.

         

        Equipment includes but is not limited to specified
        notebooks,         desktops, monitors, print, servers, storage, networking equipment.

         

        Collateral Classification:

         

        Equipment, Other

         
	July 18, 2018


 






     


     


    

 


SASKATCHEWAN PERSONAL PROPERTY REGISTRY


	 	Reg.

Number	Debtor Name(s) Identified in Registration	

Reg. Date	

Secured Party(ies)	

Summary of Collateral Description	

Expiry Date
	(a)  	301354770	Ritchie Bros. Auctioneers (Canada) Ltd.	June 23, 2015	General Electric Canada Equipment Finance G.P.	
        Vehicle Collateral:

         

        One, 2015 JCB, 260T, bearing serial no. GEO260TVTF2197567

         

        General Collateral:

         

        The goods described herein, wherever situated, and all present
        and after-acquired intellectual property, intangibles, attachments, accessories and accessions thereto and spare parts, replacements,
        substitutions, exchanges and trade-ins therefor, and all rights, receivables and chattel paper derived from or evidencing the lease
        or rental thereof by the Debtor to third parties, and all proceeds relating thereto.

         

        Proceeds: all of the Debtor's present and after-acquired personal
        property which is derived directly or indirectly from any dealing with or disposition of the above-described collateral, including,
        without limiting the generality of the foregoing, all insurance and other payments payable as indemnity or compensation for loss
        or damage thereto and all chattel paper, documents of title, goods, instruments, intangibles, money and investment properties.

         
	June 16, 2019
	(b)  	301404757	Ritchie Bros. Auctioneers Incorporated	Oct. 16, 2015	Macquarie Equipment Finance Ltd.	
        General Collateral:

         

        All Equipment leased by Debtor as Lessee under Equipment Schedule
        No. RBA2015110, any extensions, renewals, or modifications thereto, which incorporate(s) by reference a Master Lease Agreement
        between Debtor as Lessee and Secured Party as Lessor which Equipment is more fully described therein, insurance covering same and
        the proceeds of all of the foregoing.

         

        Equipment includes but is not limited to specified IT
        EQUIPMENT

         
	Oct. 16, 2021
	(c)  	301455927	
        Among others,

         

        Ritchie Bros. Auctioneers

         
	Mar. 9, 2016	
        Korpan Tractor & Parts

         

        Canadian Western Bank

         
	
        Vehicle Collateral:

         

        Numerous motor vehicles and/or trailers listed by serial no.
        in the financing statement

         
	Infinity


   






     


     


    

 


Schedule 7.02


 


Investments Existing on the Closing Date


 


Equity Capital Contributions in Subsidiaries:


 


Investments existing as of the Closing Date by the Company or
any Subsidiary in non-Wholly-Owned Subsidiaries as set forth on Schedule 5.13.


 


Minority Interests:


 


		1.	Investments by the Company existing as of the Closing Date constituting a 48% interest in Cura Classis (US) Hold Co LLC, Cura
Classis Canada (Hold Co) Inc. and Cura Classis UK (Hold Co) Limited.



		2.	Investments by the Company existing as of the Closing Date constituting a 6.2% interest in Accruit, LLC.



		3.	Investments by the Company existing as of the Closing Date constituting a 4.0031% interest in Uship, Inc.



		4.	Investments by the Company existing as of the Closing Date constituting 31.58% interest in Machinio Corp. (“Machinio”)
Series A Preferred Shares (Voting).



 


Intercompany Loans:


 


Intercompany loans by and between the Company and its Subsidiaries
outstanding as of September 30, 2016 in an aggregate principal amount of $975,130,738 made in the normal course of business.


 


Guarantees:


		·	Ritchie Bros. Properties Inc.



		o	Guarantee of Asset Nation, Inc.’s obligation in respect of an office lease in Pittsburgh, Pennsylvania



		·	Ritchie Bros. Auctioneers Incorporated



		o	Guarantees in respect of that certain Global Affiliate Guaranty, dated as of February 20. 2013, by Ritchie Bros. Auctioneers
Incorporated to and for the benefit of Macquarie Equipment Finance Ltd.



 




     


     


    

 


Schedule 7.03


 


Indebtedness Existing on the Closing
Date


 


Letters of Credit/Guarantees:


 


ING Bank


 


Ritchie Bros. Auctioneers BV – EUR 6,594,687.00


Ritchie Bros. Auctioneers BV – EUR 20,000.00


Ritchie Bros. Auctioneers BV – EUR 12,000.00


Ritchie Bros. Holdings BV – EUR 965,343.44


Ritchie Bros. Holdings BV – EUR 5,361,857.53


Ritchie Bros. Shared Services BV – EUR 75,036.94


Ritchie Bros. Auctioneers Spain SL – EUR 150,000.00


Ritchie Bros. Auctioneers Spain SL – EUR 50,000.00


Ritchie Bros. Auctioneers Spain SL – EUR 569,800.00


 


Carisbo Bank (Italy)


 


Ritchie Bros. Auctioneers SRL – EUR 3,000


 


Banco Santander Central Hispano


 


Ritchie Bros. Auctioneers (Spain) SL – EUR 13,200


 


Emirates NBD


 


Ritchie Bros. Auctioneers (ME) Limited – AED 700,000.00


Ritchie Bros. Auctioneers (ME) Limited – AED 750,000.00


 


Attributable Indebtedness:


 


Ritchie Bros. Auctioneers Incorporated – $1.4 million
USD non-current portion of finance lease obligations as at September 30, 2016. Finance leases are classified in accordance with
US GAAP ASC 840.


 


Obligations in respect of Equity Interests:


 


As part of the Company’s purchase of the 49% (minority)
equity interests in Ritchie Bros. Financial Services Ltd. (“RBFS”), there is CAD 4.0M recognized in “other non-current
liabilities” related to the Company’s obligation to pay the former non-controlling interest holders, which is contingent
upon RBFS achieving specified performance targets between 1Jan2016 and 31Dec2018.


 


As part of the Company’s purchase of the 49% (minority)
equity interests in RBFS, the Company is obligated to pay CAD 1.5M to the former non-controlling interest holders in quarterly
installments of CAD 125K over the three-year period from Sep2016 to Jun2019. This payment is in exchange for Auction Finance Services
providing consulting and advisory services (via Jim Case) to RBFS over the same three-year period.


 




     


     


    

 


As part of the Company’s purchase of 75% of the equity
interests in Xcira, LLC, the Company is obligated to pay USD 667K to the former managing shareholders in three equal instalments
on each anniversary date of the acquisition, contingent upon them remaining employed with Xcira, LLC over the same three-year period.


 


As part of the Company’s purchase of the equity interests
in Mascus International Holding B.V. (“Mascus”), there is EUR 3.1M recognized in “other non-current liabilities”
related to the Company’s obligation to pay the former shareholders, which is contingent upon Mascus achieving specified performance
targets between 1Jan2016 and 31Dec2018.


 


As part of the Company’s purchase of the equity interests
in Mascus, the Company is obligated to pay EUR 275K to TOCAM B.V. (“TOCAM”) (a consulting company controlled by a former
managing shareholder of Mascus) in three equal instalments on each anniversary date of the acquisition, contingent upon the continued
provision of services from TOCAM (via the managing shareholder) to Mascus over the same three-year period.


 


As part of the Company’s purchase of the equity interests
in Mascus, the Company is obligated to pay a EUR 800K to the former non-controlling interest holders (EUR 400K on 31Dec2016, EUR
200K on 31Dec2017, and EUR 200K on 31Dec2018), contingent upon them remaining employed with Mascus over the same three-year period.


 


The Company has the option to acquire 25% interest of Xcira
LLC.


 


Guarantees:


		·	Ritchie Bros. Properties Inc.



		o	Guarantee of Asset Nation, Inc.’s obligation in respect of an office lease in Pittsburgh, Pennsylvania



		·	Ritchie Bros. Auctioneers Incorporated



		o	Guarantees in respect of that certain Global Affiliate Guaranty, dated as of February 20. 2013, by Ritchie Bros. Auctioneers
Incorporated to and for the benefit of Macquarie Equipment Finance Ltd.



 


Purchase money indebtedness reflected in the consolidated financial
statements of the Company which relates to the property and liens identified in Schedule 7.01.


 




     


     


    

 


Schedule 11.02


 


Certain Addresses for Notices


 


Loan Parties:


 


Sharon Driscoll – CFO


Alison Kohl – Assistant Treasurer


Ritchie Bros Auctioneers


9500 Glenlyon Parkway


Burnaby, B.C.


Canada, V5J 0C6


Telephone: 778-331-5500


Facsimile: 778-331-4629


Emails: akohl@rbauction.com & sdriscoll@rbauction.com


 


with a copy to:


 


Legal Affairs


Ritchie Bros. Auctioneers


9500 Glenlyon Parkway


Burnaby, B.C.


Canada, V5J 0C6


Telephone: 778-331-5500


Facsimile: 778-331-4629


Email: legal@ritchiebros.com


 


Administrative Agent:


 


Notices (other than Requests for Extensions of Credit):


 


BANK OF AMERICA, N.A.


901 Main Street, 14th Floor


Mail Code: TX1-492-14-11


Dallas, TX 75202


Attention: Maurice Washington


Telephone: 214-209-5606


Facsimile: 214-290-9544


E-mail: maurice.washington@baml.com


 


For Payments and Requests for Extensions of Credit:


 


BANK OF AMERICA, N.A.


901 Main Street, 14th Floor


Mail Code: TX1-492-14-11


Dallas, TX 75202


Attention: Nora J. Taylor


Telephone: 972-338-3778


Facsimile: 214-290-9673


E-mail: nora.j.taylor@baml.com


 




     


     


    

 


Payments:


 


U.S. Dollar:


 


Bank of America, N.A., New York NY


ABA #########


Acct #  #########


Acct Name: #########


Ref: #########


 


Euro:


 


Bank of America London


IBAN: #########


Swift Address:  #########


Acct #: #########


Attn:  #########


Ref: #########


 


Sterling:


 


Bank of America London


Sort Code: #########


IBAN:  #########


Swift Address: #########


Acct #: #########


Attn: #########


Ref: #########


 


Canadian Dollars:


 


Bank of America, N.A., Canada Branch


200 Front Street West, Toronto


Attn: Loans Dept.


Swift Code: #########


Transit #: #########


Account #: #########


Ref: #########


 


Australian Dollars:


 


Bank of America N.A., Sydney Branch (Swift ID: #########)


 




     


     


    

 


for account of Bank of America N.A., Hong Kong Branch –
Asia Agency Management (Swift ID: #########)


Account # #########


Ref: #########


 


Letters of Credit – Bank of America, N.A.:


 


Commercial Trade Letters of Credit 


 


Bank of America, N.A.


Trade Operations


Mail Code: PA6-580-02-30


1 Fleet Way


Scranton, PA 18507


Fax: 800-755-8740


Phone: 570- 496-9619


Email: tradeclientserviceteamus@baml.com


 


with a copy to:


 


Lily Guan


Phone: 570-496-9611


Fax: 800-755-8740


Email: lily.guan@baml.com


 


Standby Letters of Credit 


 


Bank of America, N.A.


Trade Operations


Mail Code: PA6-580-02-30


1 Fleet Way


Scranton, PA 18507


Fax: 800-755-8740


Phone: 570-496-9619


Email: tradeclientserviceteamus@baml.com


 


with a copy to:


 


Alfonso Malave


Phone: 570-496-9622


Fax: 800-755-8743


Email: alfonso.malave@baml.com


 


Letters of Credit – Royal Bank of Canada:


 


Royal Bank of Canada


20 King Street West, 4th Floor


Toronto, Ontario, M5H 1C4


Attn: Neeta Punukollu, GLA Trade Specialist


Telephone: 416-974-6837


Fax: 416-364-3670


Email: neeta.punukollu@rbc.com


 




     


     


    

  


Payments:


 


USD:


 


Clearing Agent/Pay: JP Morgan Chase Bank, New York  #########


SWIFT: #########


ABA UID No.: #########


Beneficiary Account: Royal Bank of Canada, Toronto


Address if Applicable: 200 Bay Street, Toronto


Transit No.: #########


Account Number: #########


Reference: Attn: #########


 


CAD:


 


SWIFT:  #########


Beneficiary Account: Royal Bank of Canada, Toronto


Address if Applicable: 200 Bay Street, Toronto


Transit No. #########


Account Number: #########


Reference: Attn: #########


 


Canadian Swing Line Loans – Royal Bank of Canada:


 


Royal Bank of Canada


20 King Street West, 4th Floor


Toronto, Ontario, M5H 1C4


Attn: Priya Gladwin


Phone: 416-974-6078


Fax: 416-974-8119


Email: priya.gladwin@rbc.com


 


with a copy to:


 


GLA Toronto 1


Fax: 416-974-8119


rbcglat1@rbc.com


 


Payments (in CAD):


 


SWIFT: #########


Beneficiary Account: Royal Bank of Canada, Toronto


Address if Applicable: 200 Bay Street, Toronto


Transit No.:  #########


Account Number:  #########


Reference: Attn:  #########


 






     


     


    




 


Exhibit 1.01A


 


FORM OF SECURED PARTY DESIGNATION NOTICE


 


Date: _________, _____


		To:	Bank of America, N.A.,



			as Administrative Agent



			Agency Management



901 Main Street, 14th Floor


Mail Code: TX1-492-14-11


Dallas, TX 75202


Attention: Maurice Washington




Ladies and Gentlemen:


 


THIS SECURED PARTY
DESIGNATION NOTICE is made by _______________________, a ______________ (the “Designor”), to BANK OF
AMERICA, N.A., as Administrative Agent under that certain Credit Agreement referenced below (in such capacity, the “Administrative
Agent”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.


 


WITNESSETH :

 


WHEREAS, Ritchie Bros.
Auctioneers Incorporated, a Canadian corporation (the “Company”), the Designated Borrowers from time to time
party thereto (together with the Company, the “Borrowers” and each, a “Borrower”), the Guarantors
from time to time party thereto, the Lenders from time to time party thereto, Royal Bank of Canada, as Canadian Swing Line Lender
and L/C Issuer and Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, have entered into that
certain Credit Agreement, dated as of October 27, 2016 (as amended, restated, amended and restated, extended, supplemented or otherwise
modified in writing from time to time, the “Credit Agreement”), pursuant to which certain loans and financial
accommodations have been made to the Borrowers;


 


WHEREAS, in connection
with the Credit Agreement, a Lender or Affiliate of a Lender is permitted to designate its [Cash Management Agreement/Swap Contract/Secured
Foreign Credit Facility] as a [“Secured Cash Management Agreement”/”Secured Hedge Agreement”/”Secured
Foreign Credit Facility”] under the Credit Agreement and the Collateral Documents;


 


WHEREAS, the Credit
Agreement requires that the Designor deliver this Secured Party Designation Notice to the Administrative Agent; and


 


WHEREAS, the Designor
has agreed to execute and deliver this Secured Party Designation Notice:


 




     


     


    

  


1.          Designation.
[_____________] hereby designates the [Cash Management Agreement/Swap Contract/Secured Foreign Credit Facility] described
on Schedule 1 hereto to be a “[Secured Cash Management Agreement/Secured Hedge Agreement/Secured Foreign Credit
Facility]” and hereby represents and warrants to the Administrative Agent that such [Cash Management Agreement/Swap
Contract/Secured Foreign Credit Facility] satisfies all the requirements under the Loan Documents to be so designated. By executing
and delivering this Secured Party Designation Notice, the Designor, as provided in the Credit Agreement, hereby agrees to be bound
by all of the provisions of the Loan Documents which are applicable to it as a provider of a [Secured Cash Management Agreement/Secured
Hedge Agreement/Secured Foreign Credit Facility] and hereby (a) confirms that it has received a copy of the Loan Documents
and such other documents and information as it has deemed appropriate to make its own decision to enter into this Secured Party
Designation Notice, (b) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to
exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished
pursuant thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental
thereto (including, without limitation, the provisions of Section 9.01 of the Credit Agreement), and (c) agrees that
it will be bound by the provisions of the Loan Documents and will perform in accordance with its terms all the obligations which
by the terms of the Loan Documents are required to be performed by it as a provider of a [Cash Management Agreement/Swap Contract/Secured
Foreign Credit Facility]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated
by Section 11.04(b) of the Credit Agreement.


 


GOVERNING LAW.
THIS SECURED PARTY DESIGNATION NOTICE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK.


 


[signature page follows]


 




     


     


    

  


IN WITNESS WHEREOF,
the undersigned have caused this Secured Party Designation Notice to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.


 


	DESIGNOR:	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	ADMINISTRATIVE AGENT:	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 




     


     


    

 


[IN WITNESS WHEREOF,
the undersigned acknowledges that such Secured Foreign Credit Facility does not cause the limitations on the aggregate principal
amount of Secured Foreign Credit Facilities permitted by the Credit Agreement to be exceeded.


 


RITCHIE BROS. AUCTIONEERS INCORPORATED,


a Canadian corporation


 


	By:	 	 
	Name:	 	 
	Title:]1	 	 



 





 






1 Include for Secured Party Designation Notice delivered in connection with
Secured Foreign Credit Facilities.


 



     


     


    

 


Schedule 1


To Secured Party Designation Notice


 




     


     


    











 


Exhibit 1.01B


 


FORM OF CANADIAN SECURITY AGREEMENT










 


CANADIAN SECURITY AND PLEDGE AGREEMENT



 


THIS CANADIAN SECURITY
AND PLEDGE AGREEMENT (this "Agreement") is entered into as of [__], 20[__] among the parties identified as
"Obligors" on the signature pages hereto and such other parties that may become Obligors hereunder after the date hereof
(each, an "Obligor" and collectively, the "Obligors") and BANK OF AMERICA, N.A., in its capacity
as administrative agent (in such capacity, the "Administrative Agent") for the holders of the Secured Obligations
(defined below).


 


RECITALS


 


WHEREAS, pursuant to
that certain Credit Agreement, dated as of October 27, 2016 (as amended, amended and restated, modified, supplemented, increased,
extended, restated, renewed, refinanced or replaced from time to time, the "Credit Agreement") among Ritchie Bros.
Auctioneers Incorporated, a Canadian corporation (the "Company"), the Designated Borrowers from time to time party
thereto, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Royal Bank of Canada, as
Canadian Swing Line Lender and L/C Issuer and Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer,
the Lenders have agreed to make Loans and issue Letters of Credit upon the terms and subject to the conditions set forth therein;
and


 


WHEREAS, this Agreement
is required by the terms of the Credit Agreement.


 


NOW, THEREFORE, in
consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


1.             Definitions.


 


(a)           Capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement, and the following
terms shall have the meanings set forth in the PPSA (defined below): Accessions, Account, Certificated Security, Chattel Paper,
Consumer Goods, Document of Title, Equipment, Financial Asset, Fixtures, Futures Account, Futures Contract, Futures Intermediary,
Goods, Instrument, Intangible, Inventory, Investment Property, Money, Proceeds, Securities Account, Security Certificate, Security
Entitlement, Security, and Uncertificated Security.


 


(b)           In
addition, the following terms shall have the meanings set forth below:


 


"Collateral"
has the meaning provided in Section 2 hereof.


 


"Copyright
License" means any written agreement, naming any Obligor as licensor, granting any right under any Copyright.


 


"Copyrights"
means (a) all registered Canadian and United States copyrights, now existing or hereafter created or acquired, all registrations
and recordings thereof, and all applications in connection therewith, including, without limitation, registrations, recordings
and applications in the Canadian Intellectual Property Office and the United States Copyright Office, and (b) all renewals thereof.


 


"Deposit
Accounts" means (a) all deposit, demand, time, savings, passbook or other accounts with a bank, credit union, trust company
or similar financial institution and all accounts and sub-accounts relating to any of the foregoing accounts and (b) all cash,
funds, Money, cheques, notes and Instruments from time to time on deposit in any of the accounts or sub-accounts described in clause
(a) of this definition.


 




    	 	 	 



     


    

 


"IP
Rights" means, with respect to any Person, the Trademarks, Trademark Licenses, Copyrights, Copyright Licenses, Patents,
Patent Licenses, licenses and other intellectual property rights of such Person.


 


"Patent
License" means any agreement, whether written or oral, providing for the grant by or to an Obligor of any right to manufacture,
use or sell any invention covered by a Patent.


 


"Patents"
means (a) all industrial designs and letters patent of Canada or the United States or any other country and all reissues and extensions
thereof, and (b) all applications for industrial designs or letters patent of Canada or the United States or any other country
and all divisions, continuations and continuations-in-part thereof.


 


"Pledged
Equity" means, with respect to each Obligor, 100% of the issued and outstanding shares, units, trust units, partnership,
membership or other interests, participations or other equivalent rights in, or other Equity Interests of each Subsidiary directly
owned by such Obligor, including the Equity Interests of the Subsidiaries owned by such Obligor as set forth on Schedule 1(b)
hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such shares, and
all options and other rights, contractual or otherwise, with respect thereto, including, but not limited to, the following:


 


(1)         all
Equity Interests representing a dividend thereon, or representing a distribution or return of capital upon or in respect thereof,
or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights
or options issued to the holder thereof, or otherwise in respect thereof; and


 


(2)         in
the event of any consolidation or merger involving the issuer thereof and in which such issuer is not the surviving Person, or
in the event of any amalgamation involving the issuer thereof, all shares of each class of the Equity Interests of the successor
Person formed by or resulting from such consolidation, merger or amalgamation, to the extent that such successor Person is a direct
Subsidiary of an Obligor;


 


provided, however,
that Pledged Equity shall not include any Excluded Property.


 


"PPSA"
means the Personal Property Security Act (Ontario); provided that, if perfection or the effect of perfection or non-perfection
or the priority of any security interest in any Collateral is governed by the Personal Property Security Act as in effect in a
Canadian jurisdiction other than the Province of Ontario, or the Civil Code of Quebec, "PPSA" means the Personal Property
Security Act as in effect from time to time in such other jurisdiction or the Civil Code of Quebec, as applicable, for purposes
of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.


 


"Secured
Obligations" means, without duplication, (a) all Obligations and (b) all costs and expenses incurred in connection with
enforcement and collection of the Obligations, including the fees, charges and disbursements of counsel.


 


"STA"
means the Securities Transfer Act, 2006 (Ontario).


 










    	 	2	 



     


    

 


"Trademark
License" means any agreement, written or oral, providing for the grant by or to an Obligor of any right to use any Trademark.


 


"Trademarks"
means (a) all trade-marks, trade names, corporate names, company names, business names, fictitious business names, trade styles,
service marks, logos and other source or business identifiers, and the goodwill associated therewith, now existing or hereafter
adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the Canadian
Intellectual Property Office, the United States Patent and Trademark Office or in any similar office or agency of Canada, the United
States, any province, territory or state thereof or any other country or any political subdivision thereof and (b) all renewals
thereof.


 


"UCC"
means the Uniform Commercial Code as in effect from time to time in the state of New York except as such term may be used in connection
with the perfection of the Collateral and then the applicable jurisdiction with respect to such affected Collateral shall apply.


 


"ULC",
"ULC Legislation" and "ULC Shares" shall have the meanings assigned to such terms in Section
24 hereof.


 


2.             Grant
of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of
time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby pledges, assigns, mortgages,
charges and grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, as and by way of a fixed
and specific mortgage and charge, and grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations,
a continuing security interest in, all of its present and after-acquired undertaking, property and assets, including, without limiting
the foregoing, all of the right, title and interest of such Obligor in and to all of the following, whether now owned or existing
or owned, acquired, or arising hereafter (collectively, the "Collateral"): (a) all Accounts, including all claims
of any kind that it has, including claims against the Crown and claims under insurance policies; (b) all Chattel Paper; (c) all
Copyrights; (d) all Copyright Licenses; (e) all Deposit Accounts and all cash, Money, Securities, Instruments and other investments
deposited or required to be deposited in any of the foregoing; (f) all Documents of Title; (g) all Equipment; (h) all Financial
Assets; (i) all Fixtures; (c) all Goods; (k) all Intangibles; (l) all Instruments; (m) all Inventory; (n) all Investment Property,
including shares, stock, warrants, bonds, debentures, debenture stock and other Securities (in each case whether evidenced by a
Security Certificate or an Uncertificated Security) and Security Entitlements, Securities Accounts, Futures Contracts and Futures
Accounts; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Trademarks; (t) all Trademark
Licenses; and (u) all parts, components, renewals, substitutions and replacements of any and all of the foregoing, all attachments,
accessories and increases, additions and Accessions of any and all of the foregoing and all Proceeds of any and all of the foregoing,
including property in any form derived directly or indirectly from any dealing with such property; provided, however, that the
Collateral shall not include (i) Excluded Property or (ii) Consumer Goods. Notwithstanding the foregoing, any Obligor that is a
CFC shall have only have liability for the Obligations of (A) the Company, (B) Designated Borrowers that are not U.S. Persons and
(C) Subsidiaries of the Company under any Secured Foreign Credit Facility, and each such CFC shall not have liability for
the Obligations of Loan Parties that are U.S. Persons. The foregoing sentence is intended to ensure that no grant of a security
constitutes a pledge or guaranty described in Treas. Reg. Section 1.956-2(c)(2) and shall be interpreted consistently therewith.


 


The Obligors and the
Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest
created hereby in the Collateral constitutes continuing collateral security for all of the Secured Obligations, whether now existing
or hereafter arising.


 




    	 	3	 



     


    

 


The Obligors agree
that the holders of the Secured Obligations have given value and that the Liens created by this Agreement are intended to attach
(a) with respect to Collateral that is now in existence, upon execution of this Agreement, and (b) with respect to Collateral that
comes into existence in the future, upon any Obligor acquiring rights in the Collateral or the power to transfer rights in the
Collateral to the Administrative Agent. In each case, the parties do not intend to postpone the attachment of any Liens created
by this Agreement.


 


3.             Representations
and Warranties. Each Obligor hereby represents and warrants to the Administrative Agent, for the benefit of the holders of
the Secured Obligations, that:


 


(a)           Ownership.
Each Obligor is the legal and beneficial owner of its Collateral and has the right to pledge, sell, assign or transfer the same.
To the knowledge of such Obligor there exists no adverse claim (as defined in the STA) with respect to the Pledged Equity of such
Obligor.


 


(b)           Security
Interest/Priority. This Agreement creates a valid security interest in favour of the Administrative Agent, for the benefit
of the holders of the Secured Obligations, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute
a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged Equity consisting
of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest
can be perfected by filing under the PPSA or, with respect to Canadian or United States applications or registrations for IP Rights
included in the Collateral, with the Canadian Intellectual Property Office, the United States Patent and Trademark Office or the
United States Copyright Office (provided that additional filings with the Canadian Intellectual Property Office, the United States
Patent and Trademark Office or the United States Copyright Office may be required to perfect the Administrative Agent's security
interest in Canadian or United States applications or registrations for IP Rights acquired by the Obligors after the date hereof),
free and clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent of the Certificated Securities
(if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish the first priority
of the Administrative Agent's security interest in all the Pledged Equity evidenced by such Certificated Securities and such Instruments.
Notwithstanding anything to the contrary in any of the Loan Documents, the Obligors shall not have any obligation to perfect any
security interest or lien, or record any notice thereof, in any IP Rights included in the Collateral in any jurisdiction other
than Canada or the United States.


 


(c) 
         Authorization of Pledged Equity. All Pledged Equity constituting
Equity Interests of a Subsidiary of an Obligor is duly authorized and validly issued and is fully paid and, to the extent
applicable, nonassessable.


 


(d)           No
Other Equity Interests, Instruments, Etc. As of the date hereof (or as of the latest date such Schedules were required to be
updated in accordance with Section 4(c)), (i) no Obligor owns any certificated Equity Interests in any Subsidiary that are
required to be pledged and delivered to the Administrative Agent hereunder except as set forth on Schedule 1(b) hereto,
and (ii) no Obligor holds any Instruments or Chattel Paper required to be pledged and delivered to the Administrative Agent pursuant
to Section 4(a)(i) of this Agreement other than as set forth on Schedule 3(d) hereto.


 


(e)           Partnership
and Limited Liability Company Interests. Except as set forth on Schedule 1(b), as of the date hereof, none of the Collateral
consisting of Pledged Equity constitutes Uncertificated Securities. Except as previously disclosed to the Administrative Agent,
all of the Collateral consisting of an interest in a partnership by its terms expressly provides that it is a Security for purposes
of the STA or securities transfer legislation in another applicable jurisdiction in Canada.


 




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(f)            Business
Locations, Etc. Set forth on Schedule 3(f)(1)(i) is a list of all real property located in Canada that is owned or leased
by any Obligor as of the date hereof. Set forth on Schedule 3(f)(1)(ii) is a list of all jurisdictions of each Obligor's
Equipment, Inventory or other tangible personal property (other than Equipment, Inventory or other tangible personal property in
transit) as of the date hereof (or as of the latest date such Schedule was required to be updated in accordance with Section
4(d)). Set forth on Schedule 3(f)(2) is the jurisdiction of organization, chief executive office, exact legal name and
organizational identification number (if any) of each Obligor as of the date hereof (or as of the latest date such Schedule was
required to be updated in accordance with Section 4(c)).


 


(g)           Consents;
Etc. There are no restrictions in any Organization Document governing any Pledged Equity issued by any Wholly-Owned Subsidiary
or any other document related thereto (except in the case of ULC Shares, after giving effect to all approvals and consents obtained
by the Obligors with respect thereto which will be maintained in full force and effect during the term of this Agreement) which
would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such
Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement.
Except for (A) the filing or recording of PPSA or UCC financing statements, (B) the filing of appropriate notices with
the Canadian Intellectual Property Office, the United States Patent and Trademark Office and the United States Copyright Office,
(C) obtaining control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) hereof),
(D) such actions as may be required by Laws affecting the offering and sale of securities, (E) such actions as may be required
by applicable non-United States Laws affecting the pledge of the Pledged Equity of International Subsidiaries, (F) consents,
authorizations, filings or other actions which have been obtained or made, and (G) those consents, authorizations, filing or other
actions, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect, no consent
or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of
any other Person (including, without limitation, any stockholder, member or creditor of such Obligor), is required for (A) the
grant by such Obligor of the security interest in the Collateral granted hereby or for the execution, delivery or performance of
this Agreement by such Obligor, (B) the perfection of such security interest (to the extent such security interest can be
perfected by filing under the PPSA or the UCC, the granting of control (to the extent required under Section 4(a) hereof)
or by filing an appropriate notice with the Canadian Intellectual Property Office, the United States Patent and Trademark Office
or the United States Copyright Office) or (C) the exercise by the Administrative Agent or the holders of the Secured Obligations
of the rights and remedies provided for in this Agreement.


 


(h)           Copyrights,
Patents and Trademarks.


 


(i)          Set
forth on Schedule 3(h) is a list of (i) all IP Rights registered or pending registration with the Canadian Intellectual
Property Office, the United States Copyright Office or the United States Patent and Trademark Office that, as of the date hereof
(or as of the latest date such Schedule was required to be updated in accordance with Section 4(c)), an Obligor owns and
(ii) all licenses of IP Rights registered with the Canadian Intellectual Property Office, the United States Copyright Office or
the United States Patent and Trademark Office as of the date hereof (or as of the latest date such Schedule was required to be
updated in accordance with Section 4(c)).


 




    	 	5	 



     


    

 


(ii)         To
the best of each Obligor's knowledge, each registration or application for a Copyright, Patent and Trademark of such Obligor is
valid, subsisting, unexpired, enforceable and has not been abandoned, except to the extent as would not reasonably be expected
to have a Material Adverse Effect.


 


(iii)        To
the best of each Obligor's knowledge, no holding, decision or judgment has been rendered by any Governmental Authority that would
limit, cancel or question the validity of any Copyright, Patent or Trademark of any Obligor, except to the extent as would not
reasonably be expected to have a Material Adverse Effect.


 


(iv)        No
action or proceeding is pending seeking to limit, cancel or question the validity of any Copyright, Patent or Trademark of any
Obligor, or that, if adversely determined, could reasonably be expected to have an adverse effect on the value of any Copyright,
Patent or Trademark of any Obligor, except to the extent as would not reasonably be expected to have a Material Adverse Effect.


 


(v)         All
applications with a Governmental Authority pertaining to the material Copyrights, Patents and Trademarks of each Obligor have been
duly and properly filed in all material respects, and all registrations or letters with a Governmental Authority pertaining to
such Copyrights, Patents and Trademarks have been duly and properly filed and issued in all material respects.


 


(vi)        No
Obligor has made any assignment or agreement in conflict with the security interest in the Copyrights, Patents or Trademarks of
any Obligor hereunder except as permitted by the Credit Agreement.


 


(i)            Types
of Collateral. None of the Collateral consists of, or is the Proceeds of, Consumer Goods.


 


4.             Covenants.
Each Obligor covenants that until the earlier of (i) a Collateral Release Event and (ii) such time as the Secured Obligations arising
under the Loan Documents have been paid in full and the Commitments have expired or been terminated, such Obligor shall:


 


(a)           Instruments/Chattel
Paper/Pledged Equity/Control.


 


(i) If any
amount in excess of $10,000,000 (or, in the case of intercompany notes among the Company and its Subsidiaries, $25,000,000) payable
under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Chattel Paper, ensure that
such Instrument or Chattel Paper is either in the possession of such Obligor at all times or, if requested by the Administrative
Agent to perfect its security interest in such Collateral, is delivered to the Administrative Agent duly endorsed in a manner reasonably
satisfactory to the Administrative Agent. If requested by the Administrative Agent, such Obligor shall ensure that any Collateral
consisting of Chattel Paper valued in excess of $10,000,000 is marked with a legend reasonably acceptable to the Administrative
Agent indicating the Administrative Agent's security interest in such Chattel Paper.


 


(ii) Deliver
to the Administrative Agent promptly upon the receipt thereof by or on behalf of an Obligor, all certificates and instruments constituting
Pledged Equity issued by any Wholly-Owned Subsidiary. Prior to delivery to the Administrative Agent, all such certificates constituting
Pledged Equity issued by any Wholly-Owned Subsidiary shall be held in trust by such Obligor for the benefit of the Administrative
Agent pursuant hereto. All such certificates representing Pledged Equity issued by any Wholly-Owned Subsidiary shall be delivered
in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank,
substantially in the form provided in Exhibit 4(a)(ii) hereto or another form reasonably acceptable to the Administrative
Agent.


 




    	 	6	 



     


    

 


(b)           Filing
of Financing Statements, Notices, etc. Execute and deliver to the Administrative Agent such agreements, assignments or instruments
(including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent
may reasonably request) and do all such other things as the Administrative Agent shall request as it reasonably deems necessary
or appropriate (i) to assure to the Administrative Agent its security interests hereunder, including (A) such instruments
as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted
hereunder in accordance with the PPSA and the UCC, and (B) with regard to Copyrights, Patents or Trademarks, a Confirmation
of Security Interest in Intellectual Property for filing with the Canadian Intellectual Property Office in the form of Exhibit 4(b)(i),
(ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative
Agent of its rights and interests hereunder. Notwithstanding anything to the contrary in the Loan Documents, no Obligor shall be
required pursuant to this Agreement, nor shall the Administrative Agent be authorized pursuant to this Agreement, to (i) perfect
the above-described pledges and security interests by any means other than by (A)(1) filings pursuant to the PPSA and the UCC in
the relevant jurisdiction(s) and (2) filings in the applicable real estate records with respect to any fixtures relating to any
real properties, (B) filings in the Canadian Intellectual Property Office, the United States Patent and Trademark Office and the
United States Copyright Office, as applicable, with respect to IP Rights as expressly required in the Loan Documents, and (C) delivery
to the Administrative Agent of all Certificated Securities (if any) evidencing the Pledged Equity and all other Instruments or
Chattel Paper constituting Collateral to be held in its possession, in each case as expressly required in the Loan Documents, (ii)
enter into any control agreement with respect to any deposit account, securities account or futures account, (iii) take any action
(other than the actions listed in clause (A)(1), (B), and (C) above) with respect to any assets located outside of Canada or the
United States, or (iv) to take any actions in any jurisdiction other than Canada or the United States (or any political subdivision
thereof) or enter into any collateral documents governed by the laws of any jurisdiction (other than Canada, the United States
or any political subdivision thereof). Each Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement
or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent.


 


(c)           Collateral
Schedules. Together with the delivery of the annual financial statements pursuant to Section 6.01(a) of the Credit Agreement,
deliver to the Administrative Agent supplements to Schedules 1(b), 3(d), 3(f)(2) and 3(h) as are necessary
such that, as supplemented, such Schedules would be accurate and complete as of the date of delivery of such financial statements.


 


(d)           Locations
of Collateral. No Obligor shall permit any of its Equipment, Inventory or other tangible personal property (other than Equipment,
Inventory or other tangible personal property in transit), or its chief executive office, to be located out of the jurisdictions
set forth on Schedule 3(f)(1) hereto without (i) providing the Administrative Agent with 30 days advance written notice,
(ii) delivering to the Administrative Agent a supplement to Schedule 3(f)(1) as is necessary such that, as supplemented,
such Schedule would be accurate and complete as of such date, and (iii) promptly taking other steps, if any, as the Administrative
Agent requests to ensure that the position of the Administrative Agent is not adversely affected by the change of location.


 




    	 	7	 



     


    

 


(e)           Books
and Records. Except in the case of ULC Shares, if requested by the Administrative Agent, mark its books and records (and shall
cause the issuer of the Pledged Equity of such Obligor to mark its books and records) to reflect the security interest granted
pursuant to this Agreement.


 


(f)            Issuance
or Acquisition of Equity Interests in Partnerships or Limited Liability Companies. With respect to any Equity Interests of
any Wholly-Owned Subsidiary that is a partnership or a limited liability company that constitute Pledged Equity (i) with respect
to an interest in a partnership, permit any such Equity Interests to be governed by Organization Documents or other documents relating
to such Equity Interests that do not include a provision that such Equity Interest is a Security for purposes of the STA or securities
transfer legislation in another applicable jurisdiction in Canada, (ii) with respect to an interest in a limited liability company,
not elect to treat any such Equity Interests as a "security" within the meaning of Article 8 of the UCC unless such Equity
Interests are represented by a certificate and delivered to the Administrative Agent to the extent required by Section 4(a)(ii),
and (iii) not certificate such Equity Interests, unless such certificates are delivered to the Administrative Agent to the extent
required by Section 4(a)(ii).


 


(g)           Intellectual
Property.


 


(i)           Except
as shall be consistent with its reasonable business judgment, (A) not do any act or omit to do any act whereby any Copyright may
become invalidated; (B) not do any act, or omit to do any act, whereby any Copyright may become injected into the public domain;
(C) notify the Administrative Agent promptly if it knows that any Copyright may become injected into the public domain or of any
adverse determination or development (including, without limitation, the institution of, or any such determination or development
in, any proceeding in the Canadian Intellectual Property Office or any court or tribunal in Canada, the United States or any other
country) regarding an Obligor's ownership of any such Copyright or its validity; (D) take all necessary steps as it shall deem
appropriate under the circumstances, to maintain and pursue each application (and to obtain the relevant registration) of each
Copyright owned by an Obligor and to maintain each registration of each Copyright owned by an Obligor including, without limitation,
filing of applications for renewal where necessary; and (E) promptly notify the Administrative Agent of any infringement of any
Copyright of an Obligor of which it becomes aware and take such actions as it shall reasonably deem appropriate under the circumstances
to protect such Copyright, including, where appropriate, the bringing of suit for infringement, seeking injunctive relief and seeking
to recover any and all damages for such infringement; in each case, except to the extent as would not reasonably be expected to
have a Material Adverse Effect.


 


(ii)         Not
make any assignment or agreement in conflict with the security interest in the Copyrights of each Obligor hereunder (except as
permitted by the Credit Agreement).


 


(iii)        Except
as shall be consistent with its reasonable business judgment, (A) continue to use each Trademark on each and every trademark class
of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such
Trademark in full force free from any claim of abandonment for non-use, (B) maintain as in the past the quality of products and
services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, if applicable, (D)
not adopt or use any mark that is confusingly similar or a colourable imitation of such Trademark unless the Administrative Agent,
for the benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such mark pursuant to
this Agreement, and (E) not (and not permit any licensee or sublicensee thereof to) do any act or omit to do any act whereby any
such Trademark may become invalidated; in each case, except to the extent as would not reasonably be expected to have a Material
Adverse Effect.


 




    	 	8	 



     


    

(iv)        Not
do any act, or omit to do any act, whereby any Patent may become abandoned or dedicated, except to the extent as would not reasonably
be expected to have a Material Adverse Effect.


 


(v)         Notify
the Administrative Agent promptly if it knows that any application or registration relating to any Patent or Trademark may become
abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any
such determination or development in, any proceeding in the Canadian Intellectual Property Office or any court or tribunal in any
country) regarding such Obligor's ownership of any Patent or Trademark or its right to register the same or to keep and maintain
the same, except to the extent as would not reasonably be expected to have a Material Adverse Effect.


 


(vi)        Except
as shall be consistent with its reasonable business judgment, take all reasonable and necessary steps, including, without limitation,
in any proceeding before the Canadian Intellectual Property Office, or any similar office or agency in any other country or any
political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain
each registration of each Patent and Trademark, including, without limitation, filing of applications for renewal, affidavits of
use and affidavits of incontestability, except to the extent as would not reasonably be expected to have a Material Adverse Effect.


 


(vii)       Promptly
notify the Administrative Agent and the holders of the Secured Obligations after it learns that any Patent or Trademark included
in the Collateral is infringed, misappropriated or diluted by a third party and take such actions as it shall reasonably deem appropriate
under the circumstances to protect such Patent or Trademark, including, where appropriate, the bringing of suit for infringement,
misappropriation or dilution, seeking injunctive relief and seeking to recover any and all damages for such infringement, misappropriation
or dilution, except to the extent as would not reasonably be expected to have a Material Adverse Effect.


 


(viii)      Not
make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder
(except as permitted by the Credit Agreement).


 


Notwithstanding
the foregoing, the Obligors may, in their reasonable business judgment, fail to maintain, pursue, preserve or protect any Copyright,
Patent or Trademark which is not material to their businesses.


 


5.             Authorization
to File Financing Statements. Each Obligor hereby authorizes the Administrative Agent to prepare and file such financing statements
(including continuation statements) or amendments thereof or supplements thereto or financing change statements or other instruments
as the Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests
granted hereunder in accordance with the PPSA and the UCC (including authorization to describe the Collateral as "all personal
property, whether now owned or hereafter acquired", "all assets, whether now owned or hereafter acquired" or words
of similar meaning). Each Obligor waives the right to receive a copy of any financing statement or financing change statement that
may be registered in connection with this Agreement or any verification statement issued with respect to a registration, if waiver
is not otherwise prohibited by law.


 




    	 	9	 



     


    

 


6.             Advances.
On failure of any Obligor to perform any of the covenants and agreements contained herein or in any other Loan Document, the Administrative
Agent may, at its sole option and in its sole discretion, perform the same and in so doing may expend such sums as the Administrative
Agent may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums,
the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any
adverse claim (as defined in the STA) and all other expenditures which the Administrative Agent may make for the protection of
the security hereof or which may be compelled to make by operation of Law. All such sums and amounts so expended shall be repayable
by the Obligors on a joint and several basis promptly upon timely notice thereof and demand therefor, shall constitute additional
Secured Obligations and shall bear interest from the date said amounts are expended at the Default Rate to the extent provided
in the Credit Agreement. No such performance of any covenant or agreement by the Administrative Agent on behalf of any Obligor,
and no such advance or expenditure therefor, shall relieve the Obligors of any Default or Event of Default. The Administrative
Agent may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public
office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the
validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested
in good faith by an Obligor in appropriate proceedings and against which adequate reserves are being maintained in accordance with
GAAP (to the extent required thereby).


 


7.             Remedies.


 


(a)           General
Remedies. Upon the occurrence of an Event of Default and during continuation thereof, the Administrative Agent shall have,
in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations,
or by Law (including, but not limited to, levy of attachment, garnishment and the rights and remedies set forth in the PPSA and
the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the PPSA and
the UCC (regardless of whether the PPSA or the UCC is the law of the jurisdiction where the rights and remedies are asserted and
regardless of whether the PPSA or the UCC applies to the affected Collateral), and further, the Administrative Agent may, with
or without judicial process or the aid and assistance of others, (i) enter on any premises on which any of the Collateral
may be located and, without resistance or interference by the Obligors, take possession of the Collateral, (ii) dispose of
any Collateral on any such premises, (iii) require the Obligors to assemble and make available to the Administrative Agent
at the expense of the Obligors any Collateral at any place and time designated by the Administrative Agent which is reasonably
convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition
thereof, (v) without demand and without advertisement, notice, hearing or process of law, all of which each of the Obligors
hereby waives to the fullest extent permitted by Law, at any place and time or times, sell and deliver any or all Collateral held
by or for it at public or private sale, at any exchange or broker's board or elsewhere, by one or more contracts, in one or more
parcels, for Money, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in
its sole discretion (subject to any and all mandatory legal requirements) and/or (vi) exercise any and all rights under any agreement
with any Securities Intermediary, Futures Intermediary, depositary bank or issuer of Uncertificated Securities. Each Obligor acknowledges
that any such private sale may be at prices and on terms less favourable to the seller than the prices and other terms which might
have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been
made in a commercially reasonable manner and, in the case of a sale of Pledged Equity, that the Administrative Agent shall have
no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to
register such securities for public sale under the applicable securities Laws. Neither the Administrative Agent's compliance with
applicable Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial
reasonableness of any sale. Each Obligor waives giving of notice to the maximum extent permitted by applicable Law. To the extent
the rights of notice cannot be legally waived hereunder, each Obligor agrees that any requirement of reasonable notice shall be
met if such notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally
served on or mailed, postage prepaid, to the Company in accordance with the notice provisions of Section 11.02 of the
Credit Agreement at least 10 days before the time of sale or other event giving rise to the requirement of such notice. The Administrative
Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale
may, without further notice, be made at the time and place to which it was so adjourned. If the Administrative Agent determines
to exercise its right to sell any or all of the Pledged Equity, each Obligor agrees that, upon request of the Administrative Agent,
such Obligor will, at its own expense, do or cause to be done all such other acts and things as may be necessary to make such sale
of the Pledged Equity or any part thereof valid and binding and in compliance with applicable Law. The Administrative Agent is
not required to take steps to qualify, or cause to be qualified, any Equity Interests forming part of the Pledged Equity for public
distribution or request the issuer to qualify them. The Administrative Agent need not dispose of any securities by public distribution
even if they are qualified for public distribution. The Administrative Agent may dispose of securities by an exemption from the
prospectus requirements of applicable securities legislation as it considers appropriate notwithstanding that doing so may require
them to comply with limitations or restrictions relating to the exemption. The limitations or restrictions may include complying
with procedures that may restrict the number of prospective bidders and purchasers, requiring that prospective bidders and purchasers
have certain qualifications (including being accredited investors, agreeing to pay a minimum price or demonstrating qualifications
required to obtain any approval of the sale or resulting purchase that is required under applicable Law), and restricting prospective
bidders and purchasers to those who will represent and agree that they are purchasing as principal for their own account for investment
and not with a view to distribution or resale. The Administrative Agent shall not be obligated to make any sale or other disposition
of the Collateral regardless of notice having been given. To the extent permitted by applicable Law, any holder of Secured Obligations
may be a purchaser at any such sale. To the extent permitted by applicable Law, each of the Obligors hereby waives all of its rights
of redemption with respect to any such sale. Subject to the provisions of applicable Law, the Administrative Agent may postpone
or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale,
and such sale may, without further notice, to the extent permitted by Law, be made at the time and place to which the sale was
postponed, or the Administrative Agent may further postpone such sale by announcement made at such time and place.


 




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(b)           Receiver.
The Administrative Agent may take proceedings in any court of competent jurisdiction for the appointment of a receiver (which term
includes a receiver and manager) of the Collateral or may by appointment in writing appoint any person to be a receiver of the
Collateral. The Administrative Agent may remove any receiver appointed by it and appoint another in its place, and may determine
the remuneration of any receiver, which may be paid from the proceeds of the Collateral in priority to other Secured Obligations.
Any receiver appointed by the Administrative Agent shall, to the extent permitted by applicable Law, have all of the rights, benefits
and powers of the Administrative Agent under this Agreement, the PPSA or otherwise. Any receiver shall be deemed the agent of the
Obligors and the Administrative Agent shall not be in any way responsible for any misconduct or negligence of any receiver.


 






    	 	11	 



     


    




 


(c)           Remedies
relating to Accounts. During the continuation of an Event of Default, whether or not the Administrative Agent has exercised
any or all of its rights and remedies hereunder, (i) each Obligor will promptly upon request of the Administrative Agent instruct
all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and
(ii) the Administrative Agent shall have the right to enforce any Obligor's rights against its customers and account debtors, and
the Administrative Agent or its designee may notify any Obligor's customers and account debtors that the Accounts of such Obligor
have been assigned to the Administrative Agent or of the Administrative Agent's security interest therein, and may (either in its
own name or in the name of an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement),
receive, take receipt for, sell, sue for, compound, settle, compromise and give acquittance for any and all amounts due or to become
due on any Account, and, in the Administrative Agent's discretion, file any claim or take any other action or proceeding to protect
and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Obligor acknowledges and
agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions
hereof shall be solely for the Administrative Agent's own convenience and that such Obligor shall not have any right, title or
interest in such Accounts or in any such other amounts except as expressly provided herein. Neither the Administrative Agent nor
the holders of the Secured Obligations shall have any liability or responsibility to any Obligor for acceptance of a cheque, draft
or other order for payment of money bearing the legend "payment in full" or words of similar import or any other restrictive
legend or endorsement or be responsible for determining the correctness of any remittance. Furthermore, during the continuation
of an Event of Default, (i) the Administrative Agent shall have the right, but not the obligation, to make test verifications
of the Accounts in any manner and through any medium that it reasonably considers advisable, and the Obligors shall furnish all
such assistance and information as the Administrative Agent may require in connection with such test verifications, (ii) upon the
Administrative Agent's request and at the expense of the Obligors, the Obligors shall cause independent public accountants or others
satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test
verifications of, and trial balances for, the Accounts and (iii) the Administrative Agent in its own name or in the name of others
may communicate with account debtors on the Accounts to verify with them to the Administrative Agent's satisfaction the existence,
amount and terms of any Accounts.


 


(d)           Access.
In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the continuance thereof,
the Administrative Agent shall have the right to enter and remain upon the various premises of the Obligors without cost or charge
to the Administrative Agent, and use the same, together with materials, supplies, books and records of the Obligors for the purpose
of collecting and liquidating the Collateral, or for preparing for sale and conducting the sale of the Collateral, whether by foreclosure,
auction or otherwise. In addition, the Administrative Agent may remove Collateral, or any part thereof, from such premises and/or
any records with respect thereto, in order to effectively collect or liquidate such Collateral.


 


(e)           Nonexclusive
Nature of Remedies. Failure by the Administrative Agent or the holders of the Secured Obligations to exercise any right, remedy
or option under this Agreement, any other Loan Document, any other document relating to the Secured Obligations, or as provided
by Law, or any delay by the Administrative Agent or the holders of the Secured Obligations in exercising the same, shall not operate
as a waiver of any such right, remedy or option. No waiver hereunder shall be effective unless it is in writing, signed by the
party against whom such waiver is sought to be enforced and then only to the extent specifically stated, which in the case of the
Administrative Agent or the holders of the Secured Obligations shall only be granted as provided herein. To the extent permitted
by Law, neither the Administrative Agent, the holders of the Secured Obligations, nor any party acting as attorney for the Administrative
Agent or the holders of the Secured Obligations, shall be liable hereunder for any acts or omissions or for any error of judgment
or mistake of fact or law other than their gross negligence or willful misconduct hereunder. The rights and remedies of the Administrative
Agent and the holders of the Secured Obligations under this Agreement shall be cumulative and not exclusive of any other right
or remedy which the Administrative Agent or the holders of the Secured Obligations may have.


 




    	 	12	 



     


    

 


(f)            Retention
of Collateral. In addition to the rights and remedies hereunder, the Administrative Agent may, in compliance with the requirements
of applicable Law of the relevant jurisdiction, accept or retain the Collateral in satisfaction of the Secured Obligations. Unless
and until the Administrative Agent shall have provided such notices, however, the Administrative Agent shall not be deemed to have
retained any Collateral in satisfaction of any Secured Obligations for any reason.


 


(g)           Deficiency.
In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Administrative
Agent or the holders of the Secured Obligations are legally entitled, the Obligors shall be jointly and severally liable for the
deficiency, together with interest thereon at the Default Rate, together with the costs of collection and the fees, charges and
disbursements of counsel. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned
to the Obligors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.


 


8.             Rights
of the Administrative Agent.


 


(a)           Power
of Attorney. In addition to other powers of attorney contained herein, each Obligor hereby designates and appoints the Administrative
Agent, on behalf of the holders of the Secured Obligations, and each of its designees or agents, as attorney-in-fact of such Obligor,
irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and
during the continuance of an Event of Default:


 


(i)          to
demand, collect, settle, compromise, adjust, give discharges and releases, all as the Administrative Agent may reasonably determine;


 


(ii)         to
commence and prosecute any actions at any court for the purposes of collecting any Collateral and enforcing any other right in
respect thereof;


 


(iii)        to
defend, settle or compromise any action brought and, in connection therewith, give such discharge or release as the Administrative
Agent may deem reasonably appropriate;


 


(iv)        receive,
open and dispose of mail addressed to an Obligor and endorse cheques, notes, drafts, acceptances, money orders, bills of lading,
warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to the Collateral
of such Obligor on behalf of and in the name of such Obligor, or securing, or relating to such Collateral;


 


(v)         sell,
assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any Collateral or
the goods or services which have given rise thereto, as fully and completely as though the Administrative Agent were the absolute
owner thereof for all purposes;


 




    	 	13	 



     


    

 


(vi)        adjust
and settle claims under any insurance policy relating thereto;


 


(vii)       execute
and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security agreements,
affidavits, notices and other agreements, instruments and documents that the Administrative Agent may determine necessary in order
to perfect and maintain the security interests and liens granted in this Agreement and in order to fully consummate all of the
transactions contemplated therein;


 


(viii)      institute
any foreclosure proceedings that the Administrative Agent may deem appropriate;


 


(ix)         to
sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Collateral;


 


(x)          to
exchange any of the Pledged Equity or other property upon any merger, amalgamation, consolidation, reorganization, recapitalization
or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Pledged Equity with any committee,
depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may reasonably deem
appropriate;


 


(xi)         to
vote for a shareholder resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Pledged Equity
into the name of the Administrative Agent or one or more of the holders of the Secured Obligations or into the name of any transferee
to whom the Pledged Equity or any part thereof may be sold pursuant to Section 7 hereof;


 


(xii)        to
pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral;


 


(xiii)       to
direct any parties liable for any payment in connection with any of the Collateral to make payment of any and all monies due and
to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct;


 


(xiv)      to
receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of
or arising out of any Collateral; and


 


(xv)       do
and perform all such other acts and things as the Administrative Agent may reasonably deem to be necessary, proper or convenient
in connection with the Collateral.


 


This power of attorney is a power
coupled with an interest and shall be irrevocable until such time as the Secured Obligations arising under the Loan Documents have
been paid in full and the Commitments have expired or been terminated. The Administrative Agent shall be under no duty to exercise
or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative
Agent in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall
not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or
its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power
of attorney is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the
Collateral.


 




    	 	14	 



     


    

 


(b)           Assignment
by the Administrative Agent. The Administrative Agent may from time to time assign the Secured Obligations to a successor Administrative
Agent appointed in accordance with the Credit Agreement, and such successor shall be entitled to all of the rights and remedies
of the Administrative Agent under this Agreement in relation thereto.


 


(c)           The
Administrative Agent's Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Collateral
while being held by the Administrative Agent hereunder, the Administrative Agent shall have no duty or liability to preserve rights
pertaining thereto, it being understood and agreed that the Obligors shall be responsible for preservation of all rights in the
Collateral, and the Administrative Agent shall be relieved of all responsibility for the Collateral upon surrendering it or tendering
the surrender of it to the Obligors. The Administrative Agent shall be deemed to have exercised reasonable care in the custody
and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which
the Administrative Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent
agent in the industry, it being understood that the Administrative Agent shall not have responsibility for taking any necessary
steps to preserve rights against any parties with respect to any of the Collateral. In the event of a public or private sale of
Collateral pursuant to Section 7 hereof, the Administrative Agent shall have no responsibility for (i) ascertaining or taking action
with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Collateral, whether or not
the Administrative Agent has or is deemed to have knowledge of such matters, or (ii) taking any steps to clean, repair or otherwise
prepare the Collateral for sale.


 


(d)           Liability
with Respect to Accounts. Anything herein to the contrary notwithstanding, each of the Obligors shall remain liable under each
of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in
accordance with the terms of any agreement giving rise to each such Account. Neither the Administrative Agent nor any holder of
Secured Obligations shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of
or arising out of this Agreement or the receipt by the Administrative Agent or any holder of Secured Obligations of any payment
relating to such Account pursuant hereto, nor shall the Administrative Agent or any holder of Secured Obligations be obligated
in any manner to perform any of the obligations of an Obligor under or pursuant to any Account (or any agreement giving rise thereto),
to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency
of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take
any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it
may be entitled at any time or times.


 


(e)           Voting
and Payment Rights in Respect of the Pledged Equity.


 


(i)          Unless
and until an Event of Default shall exist and the Administrative Agent shall have given the Obligors notice of its intent to exercise
its rights under this Agreement, each Obligor may (A) exercise any and all voting and other consensual rights pertaining to
the Pledged Equity of such Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the
Credit Agreement and (B) receive and retain any and all dividends (other than stock dividends and other dividends constituting
Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are
allowed under the Credit Agreement; and


 




    	 	15	 



     


    

 


(ii)         During
the continuance of an Event of Default and upon written notice by the Administrative Agent, (A) all rights of an Obligor to exercise
the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (i)(A) above shall cease
and all such rights shall thereupon become vested in the Administrative Agent which shall then have the sole right to exercise
such voting and other consensual rights, (B) all rights of an Obligor to receive the dividends, principal and interest payments
which it would otherwise be authorized to receive and retain pursuant to clause (i)(B) above shall cease and all such rights shall
thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends,
principal and interest payments, and (C) all dividends, principal and interest payments which are received by an Obligor contrary
to the provisions of clause (ii)(B) above shall be received in trust for the benefit of the Administrative Agent, shall be segregated
from other property or funds of such Obligor, and shall be forthwith paid over to the Administrative Agent as Collateral in the
exact form received, to be held by the Administrative Agent as Collateral and as further collateral security for the Secured Obligations.


 


(f)            Releases
of Collateral. (i) (a) If any Collateral shall be sold, transferred or otherwise Disposed of by any Obligor in a transaction
permitted by the Credit Agreement or (b) any Obligor that is a Guarantor ceases to be a Subsidiary of the Company upon the consummation
of any transaction permitted by the Credit Agreement, or (c) an Obligor is otherwise released from the Guaranty pursuant to Section
10.09 of the Credit Agreement, then such Collateral or such Obligor shall be released from the Lien of this Agreement. Following
the occurrence of a Collateral Release Event and provided no Event of Default has occurred and is continuing, the Administrative
Agent shall promptly release the Liens and security interests in the Collateral, all at the expense of the Company. Upon such release
or any release of an Obligor herefrom or Collateral or any part thereof in accordance with the provisions of the Credit Agreement,
the Liens and security interests in the Equity Interests of such Obligor or such Collateral shall automatically terminate and the
Administrative Agent shall, upon the request and at the sole cost and reasonable expense of the Obligors, assign, transfer and
deliver to any applicable Obligor, against receipt and without recourse to or warranty by the Administrative Agent except as to
the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or any part thereof so released
(in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied
pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and instruments (including PPSA discharges,
UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may
be. (ii) The Administrative Agent may release any of the Pledged Equity from this Agreement or may substitute any of the Pledged
Equity for other Pledged Equity without altering, varying or diminishing in any way the force, effect, lien, pledge or security
interest of this Agreement as to any Pledged Equity not expressly released or substituted, and this Agreement shall continue as
a first priority lien on all Pledged Equity not expressly released or substituted.


 


9.             Application
of Proceeds. Upon the acceleration of the Obligations pursuant to Section 8.02 of the Credit Agreement, any payments
in respect of the Secured Obligations and any proceeds of the Collateral, when received by the Administrative Agent or any holder
of the Secured Obligations in Money, will be applied in reduction of the Secured Obligations in the order set forth in Section 8.03
of the Credit Agreement.


 




    	 	16	 



     


    

 


10.           Continuing
Agreement.


 


(a)           Subject
to Section 8(f), this Agreement shall remain in full force and effect until the earlier of (i) a Collateral Release Event and (ii)
such time as the Secured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or
been terminated, at which time this Agreement shall be automatically terminated and the Administrative Agent shall, upon the request
and at the expense of the Obligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver
all PPSA discharges, UCC termination statements, releases and/or other documents reasonably requested by the Obligors evidencing
such termination.


 


(b)           This
Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or
in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or
any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though
such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or
must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements)
incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall
be deemed to be included as a part of the Secured Obligations.


 


11.           Amendments;
Waivers; Modifications, etc. This Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged
or terminated except as set forth in Section 11.01 of the Credit Agreement; provided that any supplement, update
or revision to Schedules 1(b), 3(d), 3(f)(1)(ii), 3(f)(2) and 3(h) hereof delivered by any Obligor
and delivery of any Joinder Agreement shall not constitute an amendment for purposes of this Section 11 or Section 11.01
of the Credit Agreement.


 


12.           Successors
in Interest. This Agreement shall be binding upon each Obligor, its successors and assigns and shall inure, together with the
rights and remedies of the Administrative Agent and the holders of the Secured Obligations hereunder, to the benefit of the Administrative
Agent and the holders of the Secured Obligations and their successors and permitted assigns.


 


13.           Notices.
All notices required or permitted to be given under this Agreement shall be in conformance with Section 11.02 of the
Credit Agreement.


 


14.           Counterparts.
This Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be deemed an
original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement
to produce or account for more than one such counterpart. Delivery of executed counterparts of this Agreement by facsimile or other
electronic means shall be effective as an original.


 


15.           Headings.
The headings of the sections hereof are provided for convenience only and shall not in any way affect the meaning or construction
of any provision of this Agreement.


 


16.           Governing
Law; Submission to Jurisdiction; Venue; WAIVER OF JURY TRIAL. 


 


(a)           THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN. 


 




    	 	17	 



     


    

 


(b)           EACH
OBLIGOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF
THE PROVINCE OF ONTARIO, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT
OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION
OR PROCEEDING MAY BE HEARD AND DETERMINED IN THE COURTS OF THE PROVINCE OF ONTARIO. EACH OF THE PARTIES HERETO AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
OR IN ANY OTHER MANNER PROVIDED BY LAW. DESPITE THE PRECEDING PART OF THIS SECTION, THE ADMINISTRATIVE AGENT, ANY LENDER OR THE
L/C ISSUER ARE PERMITTED TO TAKE PROCEEDINGS IN RELATION TO ANY DISPUTE ARISING FROM OR IN RELATION TO THIS AGREEMENT IN ANY COURT
OF ANY OTHER JURISDICTION WITH JURISDICTION AND TO THE EXTENT ALLOWED BY LAW MAY TAKE CONCURRENT PROCEEDINGS IN ANY NUMBER OF JURISDICTIONS.


 


(c)           THE
OBLIGOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT
REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. 


 


(d)           EACH
PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02 OF THE CREDIT
AGREEMENT. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW.


 


(e)           The
terms of Section 11.15 of the Credit Agreement with respect to waiver of jury trial are incorporated herein by reference,
mutatis mutandis, and the parties hereto agree to such terms. 


 


17.           Severability.
If any provision of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable
and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal,
invalid or unenforceable provisions.


 


18.           Entirety.
This Agreement, the other Loan Documents and the other documents relating to the Secured Obligations represent the entire agreement
of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, and any contemporaneous
oral agreements and understandings, if any, including any commitment letters or correspondence relating to the Loan Documents,
any other documents relating to the Secured Obligations, or the transactions contemplated herein and therein.


 




    	 	18	 



     


    

 


19.           Other
Security. To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Collateral
(including, without limitation, real property and securities owned by an Obligor), or by a guarantee, endorsement or property of
any other Person, then the Administrative Agent shall have the right to proceed against such other property, guarantee or endorsement
upon the occurrence of any Event of Default in accordance with the applicable documents governing such other arrangement, and the
Administrative Agent shall have the right, in its sole discretion, to determine which rights, security, liens, security interests
or remedies the Administrative Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without
in any way modifying or affecting any of them or the Secured Obligations or any of the rights of the Administrative Agent or the
holders of the Secured Obligations under this Agreement, under any other of the Loan Documents or under any other document relating
to the Secured Obligations. The Administrative Agent shall be under no obligation to marshal in favour of the Obligors any other
security interest or lien or any money or other property that the Administrative Agent or the holders of the Secured Obligations
may be entitled to receive or may have a claim upon.


 


20.           Joinder.
At any time after the date of this Agreement, one or more additional Persons may become party hereto by executing and delivering
to the Administrative Agent a Joinder Agreement. Immediately upon such execution and delivery of such Joinder Agreement (and without
any further action), each such additional Person will become a party to this Agreement as an "Obligor" and have all of
the rights and obligations of an Obligor hereunder and this Agreement and the schedules hereto shall be deemed amended by such
Joinder Agreement.


 


21.           Rights
of Required Lenders. If at any time there is no Person acting as Administrative Agent under the Credit Agreement and under
the other Loan Documents, the rights of the Administrative Agent hereunder may be exercised by the Required Lenders.


 


22.           Amalgamation,
Merger. If any Obligor amalgamates or merges with one or more other entities, the Secured Obligations and the security interest
granted to the Administrative Agent pursuant to this Agreement shall continue as to the Secured Obligations and the undertaking,
property and assets of such Obligor at the time of amalgamation or merger, and shall extend to the Secured Obligations and the
present and future undertaking, property and assets of the amalgamated or merged entity, and the term Obligors shall extend to
the amalgamated or merged entity, all as if the amalgamated or merged entity had executed this Agreement as such Obligor.


 


23.           Limitation
Periods. To the extent that any limitation period applies to any claim for payment of the Secured Obligations or remedy for
enforcement of the Secured Obligations, each Obligor agrees that: (a) any limitation period is expressly excluded and waived entirely
if permitted by applicable law; (b) if a complete exclusion and waiver of any limitation period is not permitted by applicable
law, any limitation period is extended to the maximum length permitted by applicable law; (c) any applicable limitation period
shall not begin before an express demand for payment of the Secured Obligations is made in writing by the Administrative Agent
to any Obligor; (d) any applicable limitation period shall begin afresh upon any payment or other acknowledgment of the Secured
Obligations by any Loan Party; and (e) this Agreement is a "business agreement" as defined in the Limitations Act,
2002 (Ontario) if that Act applies.


 




    	 	19	 



     


    

 


24.           ULC
Shares. Notwithstanding any provisions to the contrary contained in this Agreement, any other Loan Document or any other document
or agreement to which any party to this Agreement is also party, each Obligor is the sole registered and beneficial owner of the
shares and other Pledged Equity (collectively, the "ULC Shares") of each unlimited company, unlimited liability
company or unlimited liability corporation incorporated or otherwise existing under the laws of any province or territory of Canada
or under the federal laws of Canada, or any other entity whose members or shareholders have liability comparable to that of members
or shareholders of any of those entities (each, a "ULC") that is from time to time an issuer. Each Obligor will
remain so until the ULC Shares are, with the prior written consent of the Administrative Agent (which has not been revoked) and
in the course of realization of the Liens under this Agreement, transferred on the books and records of the applicable issuer into
the name of the Administrative Agent, its nominee, any holder of the Secured Obligations or a purchaser designated by the Administrative
Agent. Accordingly, such Obligor shall be entitled to receive and retain for its own account any dividend, distribution, payment
or other proceeds in respect of the ULC Shares (except insofar as such Obligor has granted a security interest in the dividend
or other distribution in favour of the Administrative Agent under this Agreement, in which case the other terms of the security
interest will apply) and shall have the right to vote the ULC Shares and to control the direction, management and policies of the
applicable issuer to the same extent as such Obligor would if the ULC Shares were not pledged to the Administrative Agent. Nothing
in this Agreement or any other Loan Document is intended to or shall constitute the Administrative Agent, any holder of the Secured
Obligations or any person other than such Obligor, a shareholder or member of any issuer of ULC Shares for the purposes of the
Business Corporations Act (Alberta), the Companies Act (Nova Scotia), the Business Corporations Act (British
Columbia) or any other applicable legislation governing the formation of a ULC ("ULC Legislation") until such
time as the ULC Shares are transferred in the course of realization as described above in this Section. To the extent any provision
of this Agreement would have the effect of constituting the Administrative Agent or any holder of the Secured Obligations or any
person other than such Obligor as a shareholder or member of any ULC that is from time to time an issuer for the purposes of the
ULC Legislation before then, the provision shall be deemed not to apply to the ULC Shares or that ULC, as the case may be, and
shall be ineffective without otherwise invalidating or rendering this Agreement unenforceable or invalidating or rendering the
provision in question unenforceable insofar as it relates to property that is not the ULC Shares. Notwithstanding anything else
in this Agreement, except upon the exercise of rights to sell or otherwise dispose of the ULC Shares following the occurrence of
an Event of Default, no Obligor shall cause, permit or enable any issuer of ULC Shares to cause, permit, or enable, the Administrative
Agent or any holder of the Secured Obligations to: (a) be registered as a shareholder of the issuer; (b) have any notation entered
in its favour in the share register or other books and records of a ULC in respect of the ULC Shares; (c) act or purport to act
as a shareholder of the issuer, or obtain, exercise or attempt to exercise any rights of a shareholder of the issuer, including
the right to attend a meeting of the issuer, or to vote the ULC Shares; (d) be held out as shareholder or member of the issuer;
or (e) receive, directly or indirectly, any dividends, property or other distributions from the issuer by reason of the Administrative
Agent or any holder of the Secured Obligations holding a security interest in the ULC Shares. The limitations in this Section shall
not restrict the Administrative Agent from (i) exercising the rights to sell or otherwise dispose of ULC Shares that it is entitled
to exercise under this Agreement or (ii) having the ULC Shares registered in its name, in either case at any time that the Administrative
Agent is entitled to realize on all or any portion of the ULC Shares pursuant to this Agreement and, in either case, provided that
the Administrative Agent has (x) given notice to the Obligors of its intention to realize upon those ULC Shares (including by selling
or disposing of or re-registering those ULC Shares) and (y) consented in writing to any change in registration and not revoked
its consent.


 


[remainder of page intentionally left blank]


 




    	 	20	 



     


    

 


Each of the parties hereto has caused a
counterpart of this Agreement to be duly executed and delivered as of the date first above written.


 


	OBLIGORS:	 
	 	[Obligor]
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 


 


[Obligors to be inserted]


 


RITCHIE BROS. AUCTIONEERS INCORPORATED


CANADIAN SECURITY AND PLEDGE AGREEMENT


 




    	 	 	 



     


    

 





	Accepted and agreed to as of the date first written above.  
	 
	BANK OF AMERICA, N.A., as Administrative Agent  
	 
	By:	 	 
	Name:  
	Title:  







 


RITCHIE BROS. AUCTIONEERS INCORPORATED


CANADIAN SECURITY AND PLEDGE AGREEMENT


 




    	 	 	 



     


    

 


SCHEDULE 1(b)


 


PLEDGED EQUITY


 


	OBLIGOR:	 	 	 	 
	Name of Subsidiary	Number of 

Shares	Certificate 

Number	Percentage 

Ownership	Percentage 

Pledged
	 	 	 	 	 
	OBLIGOR:	 	 	 
	Name of Subsidiary	Number of 

Shares	Certificate 

Number	Percentage 

Ownership	Percentage 

Pledged
	 	 	 	 	 


 




    	 	 	 



     


    

 


SCHEDULE 3(d)


 


INSTRUMENTS; CHATTEL PAPER


 




    	 	 	 



     


    

 


SCHEDULE 3(f)(1)(i)


 


LOCATIONS OF REAL PROPERTY


 




    	 	 	 



     


    

 


SCHEDULE 3(f)(1)(ii)


 


LOCATIONS OF COLLATERAL


 




    	 	 	 



     


    

 


SCHEDULE 3(f)(2)


 


LOCATIONS OF CHIEF EXECUTIVE OFFICE, ETC.


 




    	 	 	 



     


    

 


SCHEDULE 3(h)


 


CANADIAN AND U.S. REGISTERED IP RIGHTS


 




    	 	 	 



     


    

 


EXHIBIT 4(a)(ii)


 


[FORM OF] IRREVOCABLE STOCK POWER


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers to


 


the following Equity Interests of _____________________,
a ____________ corporation:


 





	No. of Shares	Certificate No.
	 	 
	 	 
	 	 


9


and irrevocably appoints __________________________________
its agent and attorney-in-fact to transfer all or any part of such Equity Interests and to take all necessary and appropriate
action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him.


 


	 	 
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 	 	 



     


    

 


EXHIBIT 4(b)(i)


 


[FORM OF] CONFIRMATION OF SECURITY INTEREST
IN INTELLECTUAL PROPERTY


 


	TO:	CANADIAN INTELLECTUAL PROPERTY OFFICE


 


	DATED:	[__]


 


WHEREAS,
[__] of [__] (the "Obligor"),
is the owner of the patents, patent applications, trade-marks, trade-mark applications, copyrights, copyright applications, industrial
designs and industrial design applications set forth in Schedule I hereto, and the underlying goodwill associated with the
business in association with which such patents, trade-marks, copyrights and industrial designs are used (collectively, the "Intellectual
Property").


 


WHEREAS,
pursuant to the Credit Agreement dated as of October 27, 2016 (as amended, amended and restated, modified, supplemented, increased,
extended, restated, renewed, refinanced or replaced from time to time, the "Credit Agreement") among, inter
alia, Ritchie Bros. Auctioneers Incorporated, a Canadian corporation, as borrower, the guarantors from time to time party thereto,
the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent (in such capacity and together
with any successors in such capacity, the "Administrative Agent"), at its office at [__], the Obligor and others
entered into the Canadian Security and Pledge Agreement dated as of [__], 20[__] (as amended, modified, restated and/or supplemented
from time to time, the "Security Agreement") in favour of the Administrative Agent, for the benefit of the holders
of the Secured Obligations (as defined in the Security Agreement), pursuant to which the Obligor granted a security interest in
and to, inter alia, the Intellectual
Property to the Administrative Agent, for the benefit of the holders of the Secured Obligations,
to secure the payment and performance of its obligations to the holders of the Secured Obligations, including, without limitation,
its obligations under or in connection with the Credit Agreement.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Obligor hereby
confirms the grant under the Security Agreement to the Administrative Agent, for the benefit of the holders of the Secured Obligations,
of a security interest in and to the Intellectual
Property.


 


[signature page follows]


 




    	 	 	 



     


    

 


In witness whereof,
the Obligor has caused this Confirmation to be executed and delivered by its duly authorized officer as of the date first set forth
above.


 


	 	[OBLIGOR]
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    	 	2	 



     


    

 


SCHEDULE I

to

CONFIRMATION OF SECURITY INTEREST IN

INTELLECTUAL PROPERTY



TRADEMARKS/PATENTS/COPYRIGHTS/INDUSTRIAL DESIGNS


 




      


     


    

 


Exhibit 1.01C


 


FORM OF U.S. SECURITY AGREEMENT


 


SECURITY AND PLEDGE AGREEMENT 


 


THIS SECURITY AND PLEDGE
AGREEMENT (this “Agreement”) is entered into as of [__], 20[__] among the parties identified as “Obligors”
on the signature pages hereto and such other parties that may become Obligors hereunder after the date hereof (each, an “Obligor”
and collectively, the “Obligors”) and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such
capacity, the “Administrative Agent”) for the holders of the Secured Obligations (defined below).


 


RECITALS


 


WHEREAS, pursuant to
that certain Credit Agreement, dated as of October 27, 2016 (as amended, amended and restated, modified, supplemented, increased,
extended, restated, renewed, refinanced or replaced from time to time, the “Credit Agreement”) among Ritchie
Bros. Auctioneers Incorporated, a Canadian corporation (the “Company”), the Designated Borrowers from time to
time party thereto, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Royal Bank of
Canada, as Canadian Swing Line Lender and L/C Issuer, and Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender
and L/C Issuer, the Lenders have agreed to make Loans and issue Letters of Credit upon the terms and subject to the conditions
set forth therein; and


 


WHEREAS, this Agreement
is required by the terms of the Credit Agreement.


 


NOW, THEREFORE, in
consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


		1.	Definitions.



 


(a)          Capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement, and the following
terms shall have the meanings set forth in the UCC (defined below): Accession, Account, Adverse Claim, Certificated Security, Chattel
Paper, Commercial Tort Claim, Deposit Account, Document, Equipment, Fixtures, General Intangible, Goods, Instrument (as defined
in Article 9 of the UCC), Inventory, Investment Company Security, Investment Property, Letter-of-Credit Right, Money, Proceeds,
Securities Account, Security Entitlement, Security, Software, Supporting Obligation, Tangible Chattel Paper, and Uncertificated
Security.


 


(b)          In
addition, the following terms shall have the meanings set forth below:


 


“Collateral”
has the meaning provided in Section 2 hereof.


 


“Copyright License”
means any written agreement, naming any Obligor as licensor, granting any right under any Copyright.


 


“Copyrights”
means (a) all registered United States copyrights in all Works, now existing or hereafter created or acquired, all registrations
and recordings thereof, and all applications in connection therewith, including, without limitation, registrations, recordings
and applications in the United States Copyright Office, and (b) all renewals thereof.


 


“IP Rights”
means, with respect to any Person, the Trademarks, Trademark Licenses, Copyrights, Copyright Licenses, Patents, Patent Licenses,
licenses and other intellectual property rights of such Person.


 




     


     


    

 


“Patent License”
means any agreement, whether written or oral, providing for the grant by or to an Obligor of any right to manufacture, use or sell
any invention covered by a Patent.


 


“Patents”
means (a) all letters patent of the United States or any other country and all reissues and extensions thereof, and (b) all applications
for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof.


 


“Pledged
Equity” means, with respect to each Obligor, 100% of the issued and outstanding Equity Interests of each Subsidiary directly
owned by such Obligor, including the Equity Interests of the Subsidiaries owned by such Obligor as set forth on Schedule 1(b)
hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such shares, and
all options and other rights, contractual or otherwise, with respect thereto, including, but not limited to, the following:


 


(1)         all
Equity Interests representing a dividend thereon, or representing a distribution or return of capital upon or in respect thereof,
or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights
or options issued to the holder thereof, or otherwise in respect thereof; and


 


(2)         in
the event of any consolidation or merger involving the issuer thereof and in which such issuer is not the surviving Person, all
shares of each class of the Equity Interests of the successor Person formed by or resulting from such consolidation or merger,
to the extent that such successor Person is a direct Subsidiary of an Obligor;


 


provided, however,
(x) that Pledged Equity shall not include any Excluded Property and (y) in the case of any pledge of the Equity Interests of any
International Subsidiary that is a Subsidiary of a U.S. Borrower or U.S. Guarantor or of the Equity Interests of any U.S. Subsidiary
all or substantially all of the assets of which consist of the Equity Interests of one or more CFCs, in each case, such pledge
shall be limited to 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could
not reasonably be expected to cause the undistributed earnings of such International Subsidiary or of the CFCs owned by such U.S.
Subsidiary as determined for United States federal income tax purposes, to be treated as a deemed dividend for United States federal
income tax purposes and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and
outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued
and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in such International
Subsidiary or such U.S. Subsidiary, as the case may be.


 


“Secured
Obligations” means, without duplication, (a) all Obligations and (b) all costs and expenses incurred in connection with
enforcement and collection of the Obligations, including the fees, charges and disbursements of counsel.


 


“Trademark License”
means any agreement, written or oral, providing for the grant by or to an Obligor of any right to use any Trademark.


 


“Trademarks”
means (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles,
service marks, logos and other source or business identifiers, and the goodwill associated therewith, now existing or hereafter
adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United
States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country
or any political subdivision thereof and (b) all renewals thereof.


 




     


     


    

 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the state of New York except as such term may be used in connection
with the perfection of the Collateral and then the applicable jurisdiction with respect to such affected Collateral shall apply.


 


“Work” means
any work that is subject to copyright protection pursuant to Title 17 of the United States Code.


 


2.             Grant
of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of
time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative
Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, any and all right, title and
interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter
(collectively, the “Collateral”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort
Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts;
(g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Instruments; (l) all Inventory; (m)
all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged
Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions
and all Proceeds of any and all of the foregoing; provided, however, that the Collateral shall not include (i) Excluded Property
or (ii) any assets owned by any CFC or by any U.S. Subsidiary all or substantially all of the assets of which consist of the Equity
Interests of one or more CFCs, to the extent such Collateral could support the Obligations of, or any Guaranty of, any U.S. Borrower
or U.S. Guarantor.


 


The Obligors and the
Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest
created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether
now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses,
Patents, Patent Licenses, Trademarks or Trademark Licenses or any IP Rights of the Obligors.


 


3.             Representations
and Warranties. Each Obligor hereby represents and warrants to the Administrative Agent, for the benefit of the holders of
the Secured Obligations, that:


 


(a)          Ownership.
Each Obligor is the legal and beneficial owner of its Collateral and has the right to pledge, sell, assign or transfer the same.
To the knowledge of such Obligor there exists no Adverse Claim with respect to the Pledged Equity of such Obligor.


 


(b)          Security
Interest/Priority. This Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of
the holders of the Secured Obligations, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute
a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged Equity consisting
of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest
can be perfected by filing under the UCC or, with respect to United States applications or registrations for IP Rights included
in the Collateral, with the United States Patent and Trademark Office or United States Copyright Office (provided that additional
filings with the United States Patent and Trademark Office or United States Copyright Office may be required to perfect the Administrative
Agent's security interest in United States applications or registrations for IP Rights acquired by the Obligors after the date
hereof), free and clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent of the certificated
securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish
the first priority of the Administrative Agent’s security interest in all the Pledged Equity evidenced by such certificated
securities and such Instruments. Notwithstanding anything to the contrary in any of the Loan Documents, the Obligors shall not
have any obligation to perfect any security interest or lien, or record any notice thereof, in any IP Rights included in the Collateral
in any jurisdiction other than the United States.


 




     


     


    

 


(c)          Authorization
of Pledged Equity. All Pledged Equity constituting Equity Interests of a Subsidiary of an Obligor is duly authorized and validly
issued and is fully paid and, to the extent applicable, nonassessable.


 


(d)          No
Other Equity Interests, Instruments, Etc. As of the date hereof (or as of the latest date such Schedules were required to be
updated in accordance with Section 4(c)), (i) no Obligor owns any certificated Equity Interests in any Subsidiary that are
required to be pledged and delivered to the Administrative Agent hereunder except as set forth on Schedule 1(b) hereto,
and (ii) no Obligor holds any Instruments or Tangible Chattel Paper required to be pledged and delivered to the Administrative
Agent pursuant to Section 4(a)(i) of this Agreement other than as set forth on Schedule 3(d) hereto.


 


(e)          Partnership
and Limited Liability Company Interests. Except as set forth on Schedule 1(b), as of the date hereof, none of the Collateral
consisting of Pledged Equity constitutes Uncertificated Securities.


 


(f)          Business
Locations, Etc. Set forth on Schedule 3(f)(1) is a list of all real property located in the United States that is owned
or leased by any Obligor as of the date hereof. Set forth on Schedule 3(f)(2) is the jurisdiction of organization, chief
executive office, exact legal name and organizational identification number (if any) of each Obligor as of the date hereof (or
as of the latest date such Schedule was required to be updated in accordance with Section 4(c)).


 


(g)          Consents;
Etc. There are no restrictions in any Organization Document governing any Pledged Equity issued by any Wholly-Owned Subsidiary
or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such
Pledged Equity, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged
Equity as contemplated by this Agreement. Except for (A) the filing or recording of UCC financing statements, (B) the
filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, (C) obtaining
control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) hereof), (D) such actions
as may be required by Laws affecting the offering and sale of securities, (E) such actions as may be required by applicable non-United
States Laws affecting the pledge of the Pledged Equity of International Subsidiaries, (F) consents, authorizations, filings
or other actions which have been obtained or made and (G) those consents, authorizations, filing or other actions, the failure
of which to obtain or make would not reasonably be expected to have a Material Adverse Effect, no consent or authorization of,
filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including,
without limitation, any stockholder, member or creditor of such Obligor), is required for (A) the grant by such Obligor of
the security interest in the Collateral granted hereby or for the execution, delivery or performance of this Agreement by such
Obligor, (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under
the UCC, the granting of control (to the extent required under Section 4(a) hereof) or by filing an appropriate notice with
the United States Patent and Trademark Office or the United States Copyright Office) or (C) the exercise by the Administrative
Agent or the holders of the Secured Obligations of the rights and remedies provided for in this Agreement.


 




     


     


    

 


(h)            Commercial
Tort Claims. As of the date hereof (or as of the latest date such Schedule was required to be updated in accordance with Section
4(c)), such Obligor holds no Commercial Tort Claims in an amount reasonably estimated by such Obligor to be in excess of $10,000,000
and known by such Obligor to be in existence other than those listed in Schedule 2(c) attached hereto.


 


(i)            Copyrights,
Patents and Trademarks.


 


(i)          Set
forth on Schedule 3(i) is a list of (i) all IP Rights registered or pending registration with the United States Copyright
Office or the United States Patent and Trademark Office that, as of the date hereof (or as of the latest date such Schedule was
required to be updated in accordance with Section 4(c)), an Obligor owns and (ii) all licenses of IP Rights registered with
the United States Copyright Office or the United States Patent and Trademark Office as of the date hereof (or as of the latest
date such Schedule was required to be updated in accordance with Section 4(c)).


 


(ii)         To
the best of each Obligor’s knowledge, each registration or application for a Copyright, Patent and Trademark of such Obligor
is valid, subsisting, unexpired, enforceable and has not been abandoned, except to the extent as would not reasonably be expected
to have a Material Adverse Effect.


 





(iii)       To
the best of each Obligor’s knowledge, no holding, decision or judgment has been rendered by any Governmental Authority that
would limit, cancel or question the validity of any Copyright, Patent or Trademark of any Obligor, except to the extent as would
not reasonably be expected to have a Material Adverse Effect.










 


(iv)        No
action or proceeding is pending seeking to limit, cancel or question the validity of any Copyright, Patent or Trademark of any
Obligor, or that, if adversely determined, could reasonably be expected to have an adverse effect on the value of any Copyright,
Patent or Trademark of any Obligor, except to the extent as would not reasonably be expected to have a Material Adverse Effect.


 


(v)         All
applications with a Governmental Authority pertaining to the material Copyrights, Patents and Trademarks of each Obligor have been
duly and properly filed in all material respects, and all registrations or letters with a Governmental Authority pertaining to
such Copyrights, Patents and Trademarks have been duly and properly filed and issued in all material respects.


 


(vi)        No
Obligor has made any assignment or agreement in conflict with the security interest in the Copyrights, Patents or Trademarks of
any Obligor hereunder except as permitted by the Credit Agreement.


 


4.            Covenants.
Each Obligor covenants that until the earlier of (i) a Collateral Release Event and (ii) such time as the Secured Obligations arising
under the Loan Documents have been paid in full and the Commitments have expired or been terminated, such Obligor shall:


 




     


     


    

 


		(a)	Instruments/Chattel Paper/Pledged Equity/Control.



 


(i)          If
any amount in excess of $10,000,000 (or, in the case of intercompany notes among the Company and its Subsidiaries, $25,000,000)
payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper,
ensure that such Instrument or Tangible Chattel Paper is either in the possession of such Obligor at all times or, if requested
by the Administrative Agent to perfect its security interest in such Collateral, is delivered to the Administrative Agent duly
endorsed in a manner reasonably satisfactory to the Administrative Agent. If requested by the Administrative Agent, such Obligor
shall ensure that any Collateral consisting of Tangible Chattel Paper valued in excess of $10,000,000 is marked with a legend reasonably
acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper.


 


(ii)         Deliver
to the Administrative Agent promptly upon the receipt thereof by or on behalf of an Obligor, all certificates and instruments constituting
Pledged Equity issued by any Wholly-Owned Subsidiary. Prior to delivery to the Administrative Agent, all such certificates constituting
Pledged Equity issued by any Wholly-Owned Subsidiary shall be held in trust by such Obligor for the benefit of the Administrative
Agent pursuant hereto. All such certificates representing Pledged Equity issued by any Wholly-Owned Subsidiary shall be delivered
in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank,
substantially in the form provided in Exhibit 4(a)(ii) hereto or another form reasonably acceptable to the Administrative
Agent.


 





(b)           Filing of Financing
Statements, Notices, etc. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including
affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably
request) and do all such other things as the Administrative Agent shall request as it reasonably deems necessary or appropriate
(i) to assure to the Administrative Agent its security interests hereunder, including (A) such instruments as the Administrative
Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance
with the UCC, (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United
States Copyright Office in the form of Exhibit 4(b)(i)(B), (C) with regard to Patents, a Notice of Grant of Security
Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 4(b)(i)(C)
hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United
States Patent and Trademark Office in the form of Exhibit 4(b)(i)(D) hereto, (ii) to consummate the transactions
contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder.
Notwithstanding anything to the contrary in the Loan Documents, no Obligor shall be required pursuant to this Agreement, nor shall
the Administrative Agent be authorized pursuant to this Agreement, to (i) perfect the above-described pledges and security interests
by any means other than by (A)(1) filings pursuant to the UCC in the office of the secretary of state of the relevant state(s)
and (2) filings in the applicable real estate records with respect to any fixtures relating to any real properties, (B) filings
in the United States Patent and Trademark Office and United States Copyright Office, as applicable, with respect to IP Rights as
expressly required in the Loan Documents, and (C) delivery to the Administrative Agent of all certificated securities (if any)
evidencing the Pledged Equity and all other Instruments or Tangible Chattel Paper constituting Collateral to be held in its possession,
in each case as expressly required in the Loan Documents, (ii) enter into any control agreement with respect to any deposit account,
securities account or commodities account, (iii) take any action (other than the actions listed in clause (A)(1), (B), and (C)
above) with respect to any assets located outside of the United States, or (iv) to take any actions in any jurisdiction other than
the United States (or any political subdivision thereof) or enter into any collateral documents governed by the laws of any jurisdiction
(other than the United States or any political subdivision thereof). Each Obligor hereby agrees that a carbon, photographic or
other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative
Agent.







 




     


     


    

 





(c)           Collateral Schedules.
Together with the delivery of the annual financial statements pursuant to Section 6.01(a) of the Credit Agreement, deliver to the
Administrative Agent supplements to Schedules 1(b), 2(c), 3(d), 3(f)(2) and 3(i) as are necessary
such that, as supplemented, such Schedules would be accurate and complete as of the date of delivery of such financial statements.


 







(d)            Commercial
Tort Claims. If any Obligor shall at any time hold or acquire a Commercial Tort Claim reasonably estimated by such Obligor
to be in excess of $10,000,000 and known by such Obligor to be in existence, promptly (but in any event within thirty (30) days
after obtaining knowledge of such acquisition thereof or such longer period as the Administrative Agent may agree in its reasonable
discretion) notify the Administrative Agent in writing signed by such Obligor of the brief details thereof and grant to the Administrative
Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such
writing to be in form and substance reasonably satisfactory to the Administrative Agent.


 


(e)            Books
and Records. If requested by the Administrative Agent, mark its books and records (and shall cause the issuer of the Pledged
Equity of such Obligor to mark its books and records) to reflect the security interest granted pursuant to this Agreement.


 


(f)            Issuance
or Acquisition of Equity Interests in Partnerships or Limited Liability Companies. With respect to any Equity Interests of
any Wholly-Owned Subsidiary that is a limited liability company or limited partnership that constitute Pledged Equity, (i) not
elect to treat any such Equity Interests as a “security” within the meaning of Article 8 of the UCC, unless such Equity
Interests are represented by a certificate and delivered to the Administrative Agent to the extent required by Section
4(a)(ii), and (ii) not certificate such Equity Interests, unless such certificates are delivered to the Administrative Agent
to the extent required by Section 4(a)(ii).


 


(g)            Intellectual
Property.


 





(i)             Except as shall
be consistent with its reasonable business judgment, (A) not do any act or omit to do any act whereby any Copyright may become
invalidated; (B) not do any act, or omit to do any act, whereby any Copyright may become injected into the public domain; (C) notify
the Administrative Agent promptly if it knows that any Copyright may become injected into the public domain or of any adverse determination
or development (including, without limitation, the institution of, or any such determination or development in, any proceeding
in the United States Copyright Office or any court or tribunal in the United States or any other country) regarding an Obligor’s
ownership of any such Copyright or its validity; (D) take all necessary steps as it shall deem appropriate under the circumstances,
to maintain and pursue each application (and to obtain the relevant registration) of each Copyright owned by an Obligor and to
maintain each registration of each Copyright owned by an Obligor including, without limitation, filing of applications for renewal
where necessary; and (E) promptly notify the Administrative Agent of any infringement of any Copyright of an Obligor of which it
becomes aware and take such actions as it shall reasonably deem appropriate under the circumstances to protect such Copyright,
including, where appropriate, the bringing of suit for infringement, seeking injunctive relief and seeking to recover any and all
damages for such infringement; in each case, except to the extent as would not reasonably be expected to have a Material Adverse
Effect.







 




     


     


    

 


(ii)        Not make any assignment
or agreement in conflict with the security interest in the Copyrights of each Obligor hereunder (except as permitted by the Credit
Agreement).







 


(iii)       Except as shall
be consistent with its reasonable business judgment, (A) continue to use each Trademark on each and every trademark class of goods
applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark
in full force free from any claim of abandonment for non-use, (B) maintain as in the past the quality of products and services
offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, if applicable, (D) not adopt
or use any mark that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the
benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such mark pursuant to this Agreement,
and (E) not (and not permit any licensee or sublicensee thereof to) do any act or omit to do any act whereby any such Trademark
may become invalidated; in each case, except to the extent as would not reasonably be expected to have a Material Adverse Effect.


 


(iv)       Not do any act,
or omit to do any act, whereby any Patent may become abandoned or dedicated, except to the extent as would not reasonably be expected
to have a Material Adverse Effect.


 


(v)       Notify the Administrative
Agent promptly if it knows that any application or registration relating to any Patent or Trademark may become abandoned or dedicated,
or of any adverse determination or development (including, without limitation, the institution of, or any such determination or
development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding
such Obligor’s ownership of any Patent or Trademark or its right to register the same or to keep and maintain the same, except
to the extent as would not reasonably be expected to have a Material Adverse Effect.


 


(vi)       Except as shall
be consistent with its reasonable business judgment, take all reasonable and necessary steps, including, without limitation, in
any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any
political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain
each registration of each Patent and Trademark, including, without limitation, filing of applications for renewal, affidavits of
use and affidavits of incontestability, except to the extent as would not reasonably be expected to have a Material Adverse Effect.


 


(vii)       Promptly notify
the Administrative Agent and the holders of the Secured Obligations after it learns that any Patent or Trademark included in the
Collateral is infringed, misappropriated or diluted by a third party and take such actions as it shall reasonably deem appropriate
under the circumstances to protect such Patent or Trademark, including, where appropriate, the bringing of suit for infringement,
misappropriation or dilution, seeking injunctive relief and seeking to recover any and all damages for such infringement, misappropriation
or dilution, except to the extent as would not reasonably be expected to have a Material Adverse Effect.




 






     


     


    

 





(viii)       Not make any
assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder (except as
permitted by the Credit Agreement).







 


Notwithstanding
the foregoing, the Obligors may, in their reasonable business judgment, fail to maintain, pursue, preserve or protect any Copyright,
Patent or Trademark which is not material to their businesses.


 


5.            Authorization
to File Financing Statements. Each Obligor hereby authorizes the Administrative Agent to prepare and file such financing statements
(including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent
may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in
accordance with the UCC (including authorization to describe the Collateral as “all personal property, whether now owned
or hereafter acquired”, “all assets, whether now owned or hereafter acquired” or words of similar meaning).


 


6.             Advances.
On failure of any Obligor to perform any of the covenants and agreements contained herein or in any other Loan Document, the Administrative
Agent may, at its sole option and in its sole discretion, perform the same and in so doing may expend such sums as the Administrative
Agent may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums,
the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any
Adverse Claim and all other expenditures which the Administrative Agent may make for the protection of the security hereof or which
may be compelled to make by operation of Law. All such sums and amounts so expended shall be repayable by the Obligors on a joint
and several basis promptly upon timely notice thereof and demand therefor, shall constitute additional Secured Obligations and
shall bear interest from the date said amounts are expended at the Default Rate to the extent provided in the Credit Agreement.
No such performance of any covenant or agreement by the Administrative Agent on behalf of any Obligor, and no such advance or expenditure
therefor, shall relieve the Obligors of any Default or Event of Default. The Administrative Agent may make any payment hereby authorized
in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged
without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture,
tax lien, title or claim except to the extent such payment is being contested in good faith by an Obligor in appropriate proceedings
and against which adequate reserves are being maintained in accordance with GAAP (to the extent required thereby).


 




     


     


    

 


		7.	Remedies.



 


(a)           General Remedies.
Upon the occurrence of an Event of Default and during continuation thereof, the Administrative Agent shall have, in addition to
the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or
by Law (including, but not limited to, levy of attachment, garnishment and the rights and remedies set forth in the UCC of the
jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether
the UCC is the law of the jurisdiction where the rights and remedies are asserted and regardless of whether the UCC applies to
the affected Collateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance
of others, (i) enter on any premises on which any of the Collateral may be located and, without resistance or interference
by the Obligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require
the Obligors to assemble and make available to the Administrative Agent at the expense of the Obligors any Collateral at any place
and time designated by the Administrative Agent which is reasonably convenient to both parties, (iv) remove any Collateral
from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) without demand and without
advertisement, notice, hearing or process of law, all of which each of the Obligors hereby waives to the fullest extent permitted
by Law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale (which
in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among
other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale
thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for Money, upon
credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject
to any and all mandatory legal requirements). Each Obligor acknowledges that any such private sale may be at prices and on terms
less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding
the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and, in the
case of a sale of Pledged Equity, that the Administrative Agent shall have no obligation to delay sale of any such securities for
the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities
Act of 1933. Neither the Administrative Agent’s compliance with applicable Law nor its disclaimer of warranties relating
to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. To the extent the rights of
notice cannot be legally waived hereunder, each Obligor agrees that any requirement of reasonable notice shall be met if such notice,
specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed,
postage prepaid, to the Company in accordance with the notice provisions of Section 11.02 of the Credit Agreement at
least 10 days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent may
adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned. Each Obligor further acknowledges and agrees that any
offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication
of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without
prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed
to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering”
under the Securities Act of 1933, and the Administrative Agent may, in such event, bid for the purchase of such securities. The
Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having
been given. To the extent permitted by applicable Law, any holder of Secured Obligations may be a purchaser at any such sale. To
the extent permitted by applicable Law, each of the Obligors hereby waives all of its rights of redemption with respect to any
such sale. Subject to the provisions of applicable Law, the Administrative Agent may postpone or cause the postponement of the
sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further
notice, to the extent permitted by Law, be made at the time and place to which the sale was postponed, or the Administrative Agent
may further postpone such sale by announcement made at such time and place.




 






     


     


    

 





 


(b)           Remedies relating
to Accounts. During the continuation of an Event of Default, whether or not the Administrative Agent has exercised any or all
of its rights and remedies hereunder, (i) each Obligor will promptly upon request of the Administrative Agent instruct all account
debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative
Agent shall have the right to enforce any Obligor’s rights against its customers and account debtors, and the Administrative
Agent or its designee may notify any Obligor’s customers and account debtors that the Accounts of such Obligor have been
assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own
name or in the name of an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive,
take receipt for, sell, sue for, compound, settle, compromise and give acquittance for any and all amounts due or to become due
on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect
and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Obligor acknowledges and
agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions
hereof shall be solely for the Administrative Agent’s own convenience and that such Obligor shall not have any right, title
or interest in such Accounts or in any such other amounts except as expressly provided herein. Neither the Administrative Agent
nor the holders of the Secured Obligations shall have any liability or responsibility to any Obligor for acceptance of a check,
draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other
restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Furthermore, during the
continuation of an Event of Default, (i) the Administrative Agent shall have the right, but not the obligation, to make test
verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the Obligors shall
furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications,
(ii) upon the Administrative Agent’s request and at the expense of the Obligors, the Obligors shall cause independent public
accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations,
aging and test verifications of, and trial balances for, the Accounts and (iii) the Administrative Agent in its own name or in
the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s
satisfaction the existence, amount and terms of any Accounts.


 


(c)            Access.
In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the continuance thereof,
the Administrative Agent shall have the right to enter and remain upon the various premises of the Obligors without cost or charge
to the Administrative Agent, and use the same, together with materials, supplies, books and records of the Obligors for the purpose
of collecting and liquidating the Collateral, or for preparing for sale and conducting the sale of the Collateral, whether by foreclosure,
auction or otherwise. In addition, the Administrative Agent may remove Collateral, or any part thereof, from such premises and/or
any records with respect thereto, in order to effectively collect or liquidate such Collateral.


 


(d)            Nonexclusive
Nature of Remedies. Failure by the Administrative Agent or the holders of the Secured Obligations to exercise any right, remedy
or option under this Agreement, any other Loan Document, any other document relating to the Secured Obligations, or as provided
by Law, or any delay by the Administrative Agent or the holders of the Secured Obligations in exercising the same, shall not operate
as a waiver of any such right, remedy or option. No waiver hereunder shall be effective unless it is in writing, signed by the
party against whom such waiver is sought to be enforced and then only to the extent specifically stated, which in the case of the
Administrative Agent or the holders of the Secured Obligations shall only be granted as provided herein. To the extent permitted
by Law, neither the Administrative Agent, the holders of the Secured Obligations, nor any party acting as attorney for the Administrative
Agent or the holders of the Secured Obligations, shall be liable hereunder for any acts or omissions or for any error of judgment
or mistake of fact or law other than their gross negligence or willful misconduct hereunder. The rights and remedies of the Administrative
Agent and the holders of the Secured Obligations under this Agreement shall be cumulative and not exclusive of any other right
or remedy which the Administrative Agent or the holders of the Secured Obligations may have.


 




     


     


    

 


(e)            Retention
of Collateral. In addition to the rights and remedies hereunder, the Administrative Agent may, in compliance with Sections 9-620
and 9-621 of the UCC or otherwise complying with the requirements of applicable Law of the relevant jurisdiction, accept or retain
the Collateral in satisfaction of the Secured Obligations. Unless and until the Administrative Agent shall have provided such notices,
however, the Administrative Agent shall not be deemed to have retained any Collateral in satisfaction of any Secured Obligations
for any reason.


 


(f)            Deficiency.
In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Administrative
Agent or the holders of the Secured Obligations are legally entitled, the Obligors shall be jointly and severally liable for the
deficiency, together with interest thereon at the Default Rate, together with the costs of collection and the fees, charges and
disbursements of counsel. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned
to the Obligors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.


 


		8.	Rights of the Administrative Agent.



 





(a)           Power
of Attorney. In addition to other powers of attorney contained herein, each Obligor hereby designates and appoints the Administrative
Agent, on behalf of the holders of the Secured Obligations, and each of its designees or agents, as attorney-in-fact of such Obligor,
irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and
during the continuance of an Event of Default:


 


(i)       to demand, collect,
settle, compromise, adjust, give discharges and releases, all as the Administrative Agent may reasonably determine;


 


(ii)       to commence and
prosecute any actions at any court for the purposes of collecting any Collateral and enforcing any other right in respect thereof;


 


(iii)       to defend, settle
or compromise any action brought and, in connection therewith, give such discharge or release as the Administrative Agent may deem
reasonably appropriate;


 


(iv)       receive, open
and dispose of mail addressed to an Obligor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse
receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to the Collateral of
such Obligor on behalf of and in the name of such Obligor, or securing, or relating to such Collateral;


 


(v)       sell, assign, transfer,
make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any Collateral or the goods or services
which have given rise thereto, as fully and completely as though the Administrative Agent were the absolute owner thereof for all
purposes;


 


(vi)       adjust and settle
claims under any insurance policy relating thereto;


 


(vii)       execute and deliver
all assignments, conveyances, statements, financing statements, renewal financing statements, security agreements, affidavits,
notices and other agreements, instruments and documents that the Administrative Agent may determine necessary in order to perfect
and maintain the security interests and liens granted in this Agreement and in order to fully consummate all of the transactions
contemplated therein;




 






     


     


    

 


(viii)       institute
any foreclosure proceedings that the Administrative Agent may deem appropriate;


 


(ix)       to
sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Collateral;


 


(x)       to
exchange any of the Pledged Equity or other property upon any merger, consolidation, reorganization, recapitalization or other
readjustment of the issuer thereof and, in connection therewith, deposit any of the Pledged Equity with any committee, depository,
transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may reasonably deem appropriate;


 


(xi)       to
vote for a shareholder resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Pledged Equity
into the name of the Administrative Agent or one or more of the holders of the Secured Obligations or into the name of any transferee
to whom the Pledged Equity or any part thereof may be sold pursuant to Section 7 hereof;


 


(xii)       to
pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral;


 


(xiii)       to
direct any parties liable for any payment in connection with any of the Collateral to make payment of any and all monies due and
to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct;


 


(xiv)       to
receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of
or arising out of any Collateral; and


 





(xv)       do and perform
all such other acts and things as the Administrative Agent may reasonably deem to be necessary, proper or convenient in connection
with the Collateral.




 


This power
of attorney is a power coupled with an interest and shall be irrevocable until such time as the Secured Obligations arising under
the Loan Documents have been paid in full and the Commitments have expired or been terminated. The Administrative Agent shall be
under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly
granted to the Administrative Agent in this Agreement, and shall not be liable for any failure to do so or any delay in doing so.
The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law
in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or
willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protect, preserve and realize upon
its security interest in the Collateral.


 





(b)          Assignment by
the Administrative Agent. The Administrative Agent may from time to time assign the Secured Obligations to a successor Administrative
Agent appointed in accordance with the Credit Agreement, and such successor shall be entitled to all of the rights and remedies
of the Administrative Agent under this Agreement in relation thereto.







 




     


     


    

 





(c)            The Administrative
Agent’s Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Collateral while being
held by the Administrative Agent hereunder, the Administrative Agent shall have no duty or liability to preserve rights pertaining
thereto, it being understood and agreed that the Obligors shall be responsible for preservation of all rights in the Collateral,
and the Administrative Agent shall be relieved of all responsibility for the Collateral upon surrendering it or tendering the surrender
of it to the Obligors. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation
of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Administrative
Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry,
it being understood that the Administrative Agent shall not have responsibility for taking any necessary steps to preserve rights
against any parties with respect to any of the Collateral. In the event of a public or private sale of Collateral pursuant to Section
7 hereof, the Administrative Agent shall have no responsibility for (i) ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relating to any Collateral, whether or not the Administrative Agent has or is deemed
to have knowledge of such matters, or (ii) taking any steps to clean, repair or otherwise prepare the Collateral for sale.


 


(d)            Liability with
Respect to Accounts. Anything herein to the contrary notwithstanding, each of the Obligors shall remain liable under each of
the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance
with the terms of any agreement giving rise to each such Account. Neither the Administrative Agent nor any holder of Secured Obligations
shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of
this Agreement or the receipt by the Administrative Agent or any holder of Secured Obligations of any payment relating to such
Account pursuant hereto, nor shall the Administrative Agent or any holder of Secured Obligations be obligated in any manner to
perform any of the obligations of an Obligor under or pursuant to any Account (or any agreement giving rise thereto), to make any
payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any
performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action
to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled
at any time or times.




 


		(e)	Voting and Payment Rights in Respect of the Pledged Equity.



 


(i)          Unless
and until an Event of Default shall exist and the Administrative Agent shall have given the Obligors notice of its intent to exercise
its rights under this Agreement, each Obligor may (A) exercise any and all voting and other consensual rights pertaining to
the Pledged Equity of such Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the
Credit Agreement and (B) receive and retain any and all dividends (other than stock dividends and other dividends constituting
Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are
allowed under the Credit Agreement; and


 


(ii)         During
the continuance of an Event of Default and upon written notice by the Administrative Agent, (A) all rights of an Obligor to exercise
the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (i)(A) above shall cease
and all such rights shall thereupon become vested in the Administrative Agent which shall then have the sole right to exercise
such voting and other consensual rights, (B) all rights of an Obligor to receive the dividends, principal and interest payments
which it would otherwise be authorized to receive and retain pursuant to clause (i)(B) above shall cease and all such rights shall
thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends,
principal and interest payments, and (C) all dividends, principal and interest payments which are received by an Obligor contrary
to the provisions of clause (ii)(B) above shall be received in trust for the benefit of the Administrative Agent, shall be segregated
from other property or funds of such Obligor, and shall be forthwith paid over to the Administrative Agent as Collateral in the
exact form received, to be held by the Administrative Agent as Collateral and as further collateral security for the Secured Obligations.


 




     


     


    

 


(f)       Releases
of Collateral. (i) (a) If any Collateral shall be sold, transferred or otherwise Disposed of by any Obligor in a transaction
permitted by the Credit Agreement or (b) any Obligor that is a Guarantor ceases to be a Subsidiary of the Company upon the consummation
of any transaction permitted by the Credit Agreement, or (c) an Obligor is otherwise released from the Guaranty pursuant to Section
10.09 of the Credit Agreement, then such Collateral or such Obligor shall be released from the Lien of this Agreement. Following
the occurrence of a Collateral Release Event and provided no Event of Default has occurred and is continuing, the Administrative
Agent shall promptly release the Liens and security interests in the Collateral, all at the expense of the Company. Upon such release
or any release of an Obligor herefrom or Collateral or any part thereof in accordance with the provisions of the Credit Agreement,
the Liens and security interests in the Equity Interests of such Obligor or such Collateral shall automatically terminate and the
Administrative Agent shall, upon the request and at the sole cost and reasonable expense of the Obligors, assign, transfer and
deliver to any applicable Obligor, against receipt and without recourse to or warranty by the Administrative Agent except as to
the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or any part thereof so released
(in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied
pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC-3 termination
statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (ii) The Administrative
Agent may release any of the Pledged Equity from this Agreement or may substitute any of the Pledged Equity for other Pledged Equity
without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of this Agreement as to
any Pledged Equity not expressly released or substituted, and this Agreement shall continue as a first priority lien on all Pledged
Equity not expressly released or substituted.


 


9.            Application
of Proceeds. Upon the acceleration of the Obligations pursuant to Section 8.02 of the Credit Agreement, any payments
in respect of the Secured Obligations and any proceeds of the Collateral, when received by the Administrative Agent or any holder
of the Secured Obligations in Money, will be applied in reduction of the Secured Obligations in the order set forth in Section 8.03
of the Credit Agreement.


 


10.           Continuing
Agreement.


 


(a)          Subject
to Section 8(f), this Agreement shall remain in full force and effect until the earlier of (i) a Collateral Release Event and (ii)
such time as the Secured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or
been terminated, at which time this Agreement shall be automatically terminated and the Administrative Agent shall, upon the request
and at the expense of the Obligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver
all UCC termination statements, releases and/or other documents reasonably requested by the Obligors evidencing such termination.


 










     


     


    

 


(b)          This
Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or
in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or
any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though
such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or
must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements)
incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall
be deemed to be included as a part of the Secured Obligations.


 


11.           Amendments;
Waivers; Modifications, etc. This Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged
or terminated except as set forth in Section 11.01 of the Credit Agreement; provided that any supplement, update
or revision to Schedules 1(b), 2(c), 3(d), 3(f)(2), and 3(i) hereof delivered by any Obligor
and delivery of any Joinder Agreement shall not constitute an amendment for purposes of this Section 11 or Section 11.01
of the Credit Agreement.


 


12.           Successors
in Interest. This Agreement shall be binding upon each Obligor, its successors and assigns and shall inure, together with the
rights and remedies of the Administrative Agent and the holders of the Secured Obligations hereunder, to the benefit of the Administrative
Agent and the holders of the Secured Obligations and their successors and permitted assigns.


 


13.           Notices.
All notices required or permitted to be given under this Agreement shall be in conformance with Section 11.02 of the
Credit Agreement.


 


14.           Counterparts.
This Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be deemed an
original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement
to produce or account for more than one such counterpart. Delivery of executed counterparts of this Agreement by facsimile or other
electronic means shall be effective as an original.


 


15.           Headings.
The headings of the sections hereof are provided for convenience only and shall not in any way affect the meaning or construction
of any provision of this Agreement.


 


16.           Governing
Law; Submission to Jurisdiction; Venue; WAIVER OF JURY TRIAL. The terms of Sections 11.14 and 11.15 of the Credit
Agreement with respect to governing law, submission to jurisdiction, venue and waiver of jury trial are incorporated herein by
reference, mutatis mutandis, and the parties hereto agree to such terms.


 


17.           Severability.
If any provision of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable
and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal,
invalid or unenforceable provisions.


 


18.           Entirety.
This Agreement, the other Loan Documents and the other documents relating to the Secured Obligations represent the entire agreement
of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, and any contemporaneous
oral agreements and understandings, if any, including any commitment letters or correspondence relating to the Loan Documents,
any other documents relating to the Secured Obligations, or the transactions contemplated herein and therein.


 




     


     


    

 


19.           Other
Security. To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Collateral
(including, without limitation, real property and securities owned by an Obligor), or by a guarantee, endorsement or property of
any other Person, then the Administrative Agent shall have the right to proceed against such other property, guarantee or endorsement
upon the occurrence of any Event of Default in accordance with the applicable documents governing such other arrangement, and the
Administrative Agent shall have the right, in its sole discretion, to determine which rights, security, liens, security interests
or remedies the Administrative Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without
in any way modifying or affecting any of them or the Secured Obligations or any of the rights of the Administrative Agent or the
holders of the Secured Obligations under this Agreement, under any other of the Loan Documents or under any other document relating
to the Secured Obligations.


 


20.           Joinder.
At any time after the date of this Agreement, one or more additional Persons may become party hereto by executing and delivering
to the Administrative Agent a Joinder Agreement. Immediately upon such execution and delivery of such Joinder Agreement (and without
any further action), each such additional Person will become a party to this Agreement as an “Obligor” and have all
of the rights and obligations of an Obligor hereunder and this Agreement and the schedules hereto shall be deemed amended by such
Joinder Agreement.


 


21.           Rights
of Required Lenders. If at any time there is no Person acting as Administrative Agent under the Credit Agreement and under
the other Loan Documents, the rights of the Administrative Agent hereunder may be exercised by the Required Lenders.


 


22.           Consent
of Issuers of Pledged Equity. Each issuer and owner of Pledged Equity party to this Agreement hereby acknowledges, consents
and agrees to the grant of the security interests in such Pledged Equity by the applicable Obligors pursuant to this Agreement,
together with all rights accompanying such security interest as provided by this Agreement and applicable law, notwithstanding
any anti-assignment provisions in any operating agreement, limited partnership agreement or similar organizational or governance
documents of such issuer.


 


[remainder of page intentionally left blank]


 




     


     


    

 


Each of the parties hereto has caused a
counterpart of this Agreement to be duly executed and delivered as of the date first above written.


 


	OBLIGORS:	 
	 	[Obligor]
	 	 
	 	By:	 
	 	Name:
	 	Title:


 


[Obligors to be inserted]


 


	RITCHIE BROS. AUCTIONEERS INCORPORATED
	U.S. SECURITY AND PLEDGE AGREEMENT


 




     


     


    

 


	Accepted and agreed to as of the date first written above.
	 
	BANK OF AMERICA, N.A., as Administrative Agent
	 	 
	By:	 	 
	Name:	 
	Title:	 


 


	RITCHIE BROS. AUCTIONEERS INCORPORATED
	U.S. SECURITY AND PLEDGE AGREEMENT


 




     


     


    

 


SCHEDULE 1(b)


 


PLEDGED EQUITY


 


	OBLIGOR:	 	 	 	 	 	 	 	 
	Name of Subsidiary	 	Number of

Shares	 	Certificate

Number	 	Percentage

Ownership	 	Percentage

Pledged
	 	 	 	 	 	 	 	 	 


 


	OBLIGOR:	 	 	 	 	 	 	 	 
	Name of Subsidiary	 	Number of

Shares	 	Certificate

Number	 	Percentage

Ownership	 	Percentage

Pledged
	 	 	 	 	 	 	 	 	 


 




     


     


    

 


SCHEDULE 2(c)


 


COMMERCIAL TORT CLAIMS


 




     


     


    

 


SCHEDULE 3(d)


 


INSTRUMENTS; TANGIBLE CHATTEL PAPER


 




     


     


    

 


SCHEDULE 3(f)(1)


 


LOCATIONS OF REAL PROPERTY


 




     


     


    

 


SCHEDULE 3(f)(2)


 


LOCATIONS OF CHIEF EXECUTIVE OFFICE, ETC.


 




     


     


    

 


SCHEDULE 3(i)


 


U.S. REGISTERED IP RIGHTS


 




     


     


    

 


EXHIBIT 4(a)(ii)


 


[FORM OF] IRREVOCABLE STOCK POWER


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers to


 


the following Equity Interests of _____________________,
a ____________ corporation:


 


	No. of Shares	 	Certificate No.
	 	 	 
	 	 	 


 


and irrevocably appoints __________________________________
its agent and attorney-in-fact to transfer all or any part of such Equity Interests and to take all necessary and appropriate action
to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him.


 


	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 




     


     


    

 


EXHIBIT 4(b)(i)(B)


 


[FORM OF]


 


NOTICE


 


OF


 


GRANT OF SECURITY INTEREST


 


IN


 


COPYRIGHTS


 


United States Copyright Office


 


Ladies and Gentlemen:


 


Please be advised that
pursuant to the Security and Pledge Agreement dated as of [__], 20[__] (as the same may be amended, amended and restated, modified,
extended or restated from time to time, the “Agreement”) by and among the Obligors party thereto (each an “Obligor”
and collectively, the “Obligors”) and Bank of America, N.A., as administrative agent (the “Administrative
Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Obligor has granted a continuing
security interest in any and all right, title and interest of such Obligor in and to the copyrights and copyright applications
shown below to the Administrative Agent for the benefit of the holders of the Secured Obligations:


 


U.S. REGISTERED COPYRIGHTS


 


	Copyright No.	 	
        Description of

        Copyright Item
	 	Date of Copyright
	 	 	 	 	 
	 	 	See Schedule 1 attached hereto	 	 


 


U.S. COPYRIGHT APPLICATIONS


 


	Copyright Applications No.	 	
        Description of

        Copyright Applied for
	 	
        Date of

        Copyright Applications

	 	 	 	 	 
	 	 	See Schedule 1 attached hereto	 	 


 


[signature page follows]


 




     


     


    

This Notice is given
in conjunction with and pursuant to the Agreement, and the Obligors hereby acknowledge and affirm that the rights and remedies
of the Administrative Agent with respect to the security interest in the copyrights and copyright applications set forth above
are set forth in the Agreement. In the event that any provision of this Notice is deemed to conflict with the Agreement, the provisions
of the Agreement shall govern.


 


The undersigned Obligor
and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security
interest in the foregoing copyrights and copyright applications (i) may only be terminated in accordance with the terms of
the Agreement and (ii) is not to be construed as an assignment of any copyright or copyright application.


 


	 	Very truly yours,
	 	 
	 	 
	 	[Obligor]
	 	 
	 	By:	 
	 	Name:
	 	Title:


 


Acknowledged and Accepted:


 


BANK OF AMERICA, N.A., as Administrative
Agent


 


	By:	 	 
	Name:	 
	Title:	 


 




     


     


    

 


EXHIBIT 4(b)(i)(C)


 


[FORM OF]


 


NOTICE


 


OF


 


GRANT OF SECURITY INTEREST


 


IN


 


PATENTS


 


United States Patent and Trademark Office


 


Ladies and Gentlemen:


 


Please be advised that
pursuant to the Security and Pledge Agreement dated as of [__], 20[__] (as the same may be amended, amended and restated, modified,
extended or restated from time to time, the “Agreement”) by and among the Obligors party thereto (each an “Obligor”
and collectively, the “Obligors”) and Bank of America, N.A., as administrative agent (the “Administrative
Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Obligor has granted a continuing
security interest in any and all right, title and interest of such Obligor in and to the patents and patent applications shown
below to the Administrative Agent for the benefit of the holders of the Secured Obligations:


 


U.S. REGISTERED PATENTS


 


	Patent No.	 	
        Description of

        Patent Item
	 	Date of Patent
	 	 	 	 	 
	 	 	See Schedule 1 attached hereto	 	 


 


U.S PATENT APPLICATIONS


 


	Patent Applications No.	 	
        Description of

        Patent Applied for
	 	
        Date of

        Patent Applications

	 	 	 	 	 
	 	 	See Schedule 1 attached hereto	 	 


 


[signature page follows]


 




     


     


    

 


This Notice is given
in conjunction with and pursuant to the Agreement, and the Obligors hereby acknowledge and affirm that the rights and remedies
of the Administrative Agent with respect to the security interest in the patents and patent applications set forth above are set
forth in the Agreement. In the event that any provision of this Notice is deemed to conflict with the Agreement, the provisions
of the Agreement shall govern.


 


The undersigned Obligor
and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security
interest in the foregoing patents and patent applications (i) may only be terminated in accordance with the terms of the Agreement
and (ii) is not to be construed as an assignment of any patent or patent application.


 


	 	Very truly yours,
	 	 
	 	 
	 	[Obligor]
	 	 
	 	By:	 
	 	Name:
	 	Title:


 


Acknowledged and Accepted:


 


BANK OF AMERICA, N.A., as Administrative
Agent


 


	By:	 	 
	Name:	 
	Title:	 


 




     


     


    

 


EXHIBIT 4(b)(i)(D)


 


[FORM OF]


 


NOTICE


 


OF


 


GRANT OF SECURITY INTEREST


 


IN


 


TRADEMARKS


 


United States Patent and Trademark Office


 


Ladies and Gentlemen:


 


Please be advised that
pursuant to the Security and Pledge Agreement dated as of [__], 20[__] (as the same may be amended, amended and restated, modified,
extended or restated from time to time, the “Agreement”) by and among the Obligors party thereto (each an “Obligor”
and collectively, the “Obligors”) and Bank of America, N.A., as Administrative Agent (the “Administrative
Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Obligor has granted a continuing
security interest in any and all right, title and interest of such Obligor in and to the trademarks and trademark applications
shown below to the Administrative Agent for the benefit of the holders of the Secured Obligations:


 


U.S. REGISTERED TRADEMARKS


 


	Trademark No.	 	
        Description of

        Trademark Item
	 	Date of Trademark
	 	 	 	 	 
	 	 	See Schedule 1 attached hereto	 	 


 


U.S TRADEMARK APPLICATIONS


 


	Trademark Applications No.	 	
        Description of

        Trademark Applied for
	 	
        Date of

        Trademark Applications

	 	 	 	 	 
	 	 	See Schedule 1 attached hereto	 	 


 


[signature page follows]




     


     


    

 


This Notice is given
in conjunction with and pursuant to the Agreement, and the Obligors hereby acknowledge and affirm that the rights and remedies
of the Administrative Agent with respect to the security interest in the trademarks and trademark applications set forth above
are set forth in the Agreement. In the event that any provision of this Notice is deemed to conflict with the Agreement, the provisions
of the Agreement shall govern.


 


The undersigned Obligor
and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security
interest in the foregoing trademarks and trademark applications (i) may only be terminated in accordance with the terms of
the Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application.


 


	 	Very truly yours,
	 	 
	 	 
	 	[Obligor]
	 	 
	 	By:	 
	 	Name:
	 	Title:


 


Acknowledged and Accepted:


 


BANK OF AMERICA, N.A., as Administrative
Agent


 


	By:	 	 
	Name:	 
	Title:	 


 








     


     


    

 


Exhibit 2.02


 


FORM OF
LOAN NOTICE


 


Date: ___________, _____


 


		To:	Bank of America, N.A., as Administrative Agent



 


Ladies and
Gentlemen:


 


Reference is made to that certain Credit
Agreement, dated as of October 27, 2016 (as amended, restated, amended and restated, extended, supplemented or otherwise modified
in writing from time to time, the “Credit Agreement”), among Ritchie Bros. Auctioneers Incorporated, a Canadian
corporation (the “Company”), the Designated Borrowers from time to time party thereto (together with the Company,
the “Borrowers” and each, a “Borrower”), the Guarantors from time to time party thereto,
the Lenders from time to time party thereto, Royal Bank of Canada, as Canadian Swing Line Lender and L/C Issuer and Bank of America,
N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer. Capitalized terms used but not defined herein shall have
the meanings given to them in the Credit Agreement.


 


The undersigned hereby requests (select one):


 


 ̈
A Borrowing of [Revolving A Loans][Revolving B Loans][the Delayed-Draw Term Loan]


 


 ̈
A conversion or continuation of [Revolving A Loans][Revolving B Loans][the Delayed-Draw Term Loan]


 


		1.	On                                (a Business Day).



 


		2.	In the amount of $                                 .



 


		3.	Comprised of                              .

[Type of Loans requested]



 


		4.	For Eurocurrency Rate Loans: with an Interest Period of
___ [week][month[s]].



 


		5.	Currency:                                .



 


With respect to such Borrowing, the undersigned
hereby represents and warrants that (i) such request complies with the applicable requirements of Section 2.01 of
the Credit Agreement and (ii) each of the applicable conditions set forth in Section 4.022 of the Credit Agreement
has been satisfied on and as of the date of such Borrowing.


 


Delivery of an executed counterpart of
a signature page of this Loan Notice by facsimile or other electronic imaging means (e.g., “pdf” or “tif”)
shall be effective as delivery of a manually executed counterpart of this Loan Notice.


 





 






2 For the initial
Borrowing of the Delayed-Draw Term Loan, replace with Section 4.03.


 


[signature page follows]


 







     


     


    

 


	 	[INSERT APPLICABLE BORROWER],
	 	a [__]	 
	 	 	 
	 	By: 	 
	 	Name: 	 
	 	Title:  	 


 




     


     


    

  


Exhibit 2.04A


 


FORM OF U.S. SWING LINE LOAN NOTICE


 


Date: __________, _____


 


		To:	Bank of America, N.A., as U.S. Swing Line Lender



 


		Cc:	Bank of America, N.A., as Administrative Agent



 


Ladies and Gentlemen:


 


Reference is made to that certain Credit
Agreement, dated as of October 27, 2016 (as amended, restated, amended and restated, extended, supplemented or otherwise modified
in writing from time to time, the “Credit Agreement”), among Ritchie Bros. Auctioneers Incorporated, a Canadian
corporation (the “Company”), the Designated Borrowers from time to time party thereto (together with the Company,
the “Borrowers” and each, a “Borrower”), the Guarantors from time to time party thereto,
the Lenders from time to time party thereto, Royal Bank of Canada, as Canadian Swing Line Lender and L/C Issuer and Bank of America,
N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer. Capitalized terms used but not defined herein shall have
the meanings given to them in the Credit Agreement.


 


The undersigned hereby requests a U.S. Swing Line Loan:


 


		1.	On                              , 20
 (a Business Day).



 


		2.	In the amount of $                              .



 


		3.	Comprised of                                               .

[Type of Loans requested]



 


		4.	Currency: Dollars.



 


With respect to such Borrowing of U.S.
Swing Line Loans, the undersigned hereby represents and warrants that (i) such request complies with the requirements of clauses
(i) and (ii) of the first proviso to the first sentence of Section 2.04A(a) of the Credit Agreement and (ii) each of
the applicable conditions set forth in Section 4.02 of the Credit Agreement has been satisfied on and as of the date of
such Borrowing of U.S. Swing Line Loans.


 


Delivery of an executed counterpart of
a signature page of this U.S. Swing Line Loan Notice by facsimile or other electronic imaging means (e.g., “pdf” or
“tif”) shall be effective as delivery of a manually executed counterpart of this U.S. Swing Line Loan Notice.


 


[signature page follows]


 




     


     


    

  


	 	[INSERT APPLICABLE BORROWER],
	 	a [__]	 
	 	 	 
	 	By: 	 
	 	Name: 	 
	 	Title:  	 


 




     


     


    

  


Exhibit 2.04B


 


FORM OF CANADIAN SWING LINE LOAN NOTICE


 


Date: __________, _____


 


		To:	Royal Bank of Canada, as Canadian Swing Line Lender



 


		Cc:	Bank of America, N.A., as Administrative Agent



 


Ladies and Gentlemen:


 


Reference is made to that certain Credit
Agreement, dated as of October 27, 2016 (as amended, restated, amended and restated, extended, supplemented or otherwise modified
in writing from time to time, the “Credit Agreement”), among Ritchie Bros. Auctioneers Incorporated, a Canadian
corporation (the “Company”), the Designated Borrowers from time to time party thereto (together with the Company,
the “Borrowers” and each, a “Borrower”), the Guarantors from time to time party thereto,
the Lenders from time to time party thereto, Royal Bank of Canada, as Canadian Swing Line Lender and L/C Issuer and Bank of America,
N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer. Capitalized terms used but not defined herein shall have
the meanings given to them in the Credit Agreement.


 


The undersigned hereby requests a Canadian Swing Line Loan:


 


		3.	On                                       , 20
 (a Business Day).



 


		4.	In the amount of $                                             .



 


		3.	Comprised of                                .

[Type of Loans requested]



 


		4.	Currency: Canadian Dollars.



 


With respect to such Borrowing of Canadian
Swing Line Loans, the undersigned hereby represents and warrants that (i) such request complies with the requirements of clauses
(i) and (ii) of the first proviso to the first sentence of Section 2.04B(a) of the Credit Agreement and (ii) each of
the applicable conditions set forth in Section 4.02 of the Credit Agreement has been satisfied on and as of the date of
such Borrowing of Canadian Swing Line Loans.


 


Delivery of an executed counterpart of
a signature page of this Canadian Swing Line Loan Notice by facsimile or other electronic imaging means (e.g., “pdf”
or “tif”) shall be effective as delivery of a manually executed counterpart of this Canadian Swing Line Loan Notice.


 


[signature page follows]


 




     


     


    

  


	 	[INSERT APPLICABLE BORROWER],
	 	a [__]	 
	 	 	 
	 	By: 	 
	 	Name: 	 
	 	Title:  	 


 




     


     


    

  


Exhibit 2.11(a)


 


FORM OF NOTE


 


____________, 20__


 


FOR VALUE RECEIVED,
the undersigned ([the “Borrower”][each, a “Borrower” and collectively, the “Borrowers”]),
hereby promise[s] to pay to _____________________ or registered assigns (the “Lender”), in accordance with the
provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender
to the Borrower[s] under that certain Credit Agreement, dated as of October 27, 2016 (as amended, restated, amended and restated,
extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among [the
Borrowers][Ritchie Bros. Auctioneers Incorporated, a Canadian corporation (the “Company”), the Designated Borrowers
from time to time party thereto], the Guarantors from time to time party thereto, the Lenders from time to time party thereto,
Royal Bank of Canada, as Canadian Swing Line Lender and L/C Issuer and Bank of America, N.A., as Administrative Agent, U.S. Swing
Line Lender and L/C Issuer. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.


 


The Borrower[s] promises[s]
to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full,
at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest (i) on Loans
not denominated in an Alternative Currency, shall be made to the Administrative Agent for the account of the Lender in Dollars
in Same Day Funds at the Administrative Agent’s Office for Dollars and (ii) on Loans denominated in an Alternative Currency,
shall be made to the Administrative Agent for the account of the Lender in such Alternative Currency in Same Day Funds at the Administrative
Agent’s Office for such Alternative Currency. If any amount is not paid in full when due hereunder, such unpaid amount shall
bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after
judgment) computed at the per annum rate set forth in the Credit Agreement.


 


This Note is one of
the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject
to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified
in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable
all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained
by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date,
amount and maturity of its Loans and payments with respect thereto.


 


[The][Each] Borrower,
for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.


 


THIS NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


[signature page follows]


 




     


     


    

  


IN WITNESS WHEREOF, the undersigned [has][have]
caused this Note to be duly executed and delivered as of the date first written above.


 


	 	[INSERT APPLICABLE BORROWERS],
	 	a [__]	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




     


     


    

Exhibit 2.17(a)


 


FORM OF DESIGNATED BORROWER REQUEST


 


Date: ___________, _____


		To:	Bank of America, N.A., as Administrative Agent



 


Ladies and Gentlemen:


 


This Designated Borrower
Request is made and delivered pursuant to Section 2.17 of that certain Credit Agreement, dated as of October 27, 2016
(as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit
Agreement”), among Ritchie Bros. Auctioneers Incorporated, a Canadian corporation (the “Company”),
the Designated Borrowers from time to time party thereto (together with the Company, the “Borrowers” and each,
a “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto,
Royal Bank of Canada, as Canadian Swing Line Lender and L/C Issuer and Bank of America, N.A., as Administrative Agent, U.S. Swing
Line Lender and L/C Issuer. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.


 


[Each of] , a 
([the “Applicant Borrower”][each, an “Applicant Borrower” and collectively, the “Applicant
Borrowers”]) and the Company hereby confirms, represents and warrants to the Administrative Agent and the Lenders that
[the][such] Applicant Borrower is a Wholly-Owned Subsidiary of the Company.


 


The documents required
to be delivered to the Administrative Agent under Section 2.17 of the Credit Agreement will be furnished to the Administrative
Agent in accordance with the requirements of the Credit Agreement.


 


The true and correct
unique identification number (if any) that has been issued to [the][each] Applicant Borrower by its jurisdiction of organization
and the name of such jurisdiction are set forth below:


 


	Identification Number	 	Jurisdiction of Organization
	 	 	 


 


The parties hereto
hereby confirm that with effect from the date hereof, [the][each] Applicant Borrower shall have obligations, duties and liabilities
toward each of the other parties to the Credit Agreement identical to those which [the][such] Applicant Borrower would have had
if [the][such] Applicant Borrower had been an original party to the Credit Agreement as a Designated Borrower. [The][Each] Applicant
Borrower confirms its acceptance of, and consents to, all representations and warranties, covenants, and other terms and provisions
of the Credit Agreement [except the representations and warranties set forth in Section 5.24 of the Credit Agreement]. [[The][Each]
Applicant Borrower which is a Japanese Borrower represents and warrants that it falls under either one of the companies listed
in Article 2, Paragraph 1 of the Act on Specified Commitment Line Contract of Japan (Act No. 4 of 1999) as of the date hereof.]


 


The parties hereto
hereby request that [the][each] Applicant Borrower (i) become a Designated Borrower under the Credit Agreement and (ii) be entitled
to receive Loans under the Credit Agreement, and understand, acknowledge and agree that neither [the][such] Applicant Borrower
nor the Company on its behalf shall have any right to request any Loans until the date that is five Business Days after the date
designated by the Administrative Agent in a Designed Borrower Joinder Agreement delivered to the Company and the Lenders pursuant
to Section 2.17 of the Credit Agreement, unless otherwise agreed by the Administrative Agent.


 




     


     


    

  


This Designated Borrower
Request shall constitute a Loan Document under the Credit Agreement.


 


THIS DESIGNATED BORROWER
REQUEST SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


[signature page follows]


 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Designated Borrower Request to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first written above.


 


	 	[INSERT APPLICANT BORROWERS],
	 	a [__]	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	RITCHIE BROS. AUCTIONEERS INCORPORATED,
	 	a Canadian corporation
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




     


     


    

 


 


Exhibit 2.17(b)


 


FORM OF DESIGNATED BORROWER JOINDER AGREEMENT


 


Date: ___________, _____


 


		To:	The Lenders party to the Credit Agreement referred to below



 


Ladies and Gentlemen:


 


This Designated Borrower
Joinder Agreement is executed and delivered pursuant to Section 2.17 of that certain Credit Agreement, dated as of
October 27, 2016 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time
to time, the “Credit Agreement”), among Ritchie Bros. Auctioneers Incorporated, a Canadian corporation (the
“Company”), the Designated Borrowers from time to time party thereto (together with the Company, the “Borrowers”
and each, a “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party
thereto, Royal Bank of Canada, as Canadian Swing Line Lender and L/C Issuer and Bank of America, N.A., as Administrative Agent,
U.S. Swing Line Lender and L/C Issuer. Capitalized terms used but not defined herein shall have the meanings given to them in the
Credit Agreement.


 


The parties hereto hereby confirm that
from and after the date hereof, [each of]  , a  ([the “Applicant Borrower”][each,
an “Applicant Borrower” and collectively, the “Applicant Borrowers”]) shall be bound by all
of the terms, provisions and conditions applicable to the Borrowers contained in the Credit Agreement. [The][Each] Applicant Borrower
confirms its acceptance of, and consents to, all representations and warranties, covenants, and other terms and provisions of the
Credit Agreement [except the representations and warranties set forth in Section 5.24 of the Credit Agreement]. [[The][Each] Applicant
Borrower which is a Japanese Borrower represents and warrants that it falls under either one of the companies listed in Article
2, Paragraph 1 of the Act on Specified Commitment Line Contract of Japan (Act No. 4 of 1999) as of the date hereof.]


 


Effective as of the
date hereof, [the][each] Applicant Borrower shall be a Designated Borrower and be permitted to receive Loans on the terms and conditions
set forth in the Credit Agreement [and herein]3 and
shall otherwise be a Borrower for all purposes of the Credit Agreement; provided that no Loan Notice may be submitted by
or on behalf of [the][such] Applicant Borrower until the date that is five Business Days after the date hereof, unless otherwise
agreed by the Administrative Agent.


 


[The additional terms
and conditions applicable to extensions of credit to [the][each] Applicant Borrower shall be:


 


[Insert any applicable terms and conditions.]]


 


This Designated Borrower
Joinder Agreement shall constitute a Loan Document under the Credit Agreement.


 


THIS DESIGNATED BORROWER
JOINDER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


  





 






3 Include bracketed
language if additional terms and conditions apply.


 


[signature page follows]


 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Designated Borrower Joinder Agreement to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first written above.


 


	 	BANK OF AMERICA, N.A.,
	 	as Administrative Agent
	 	 	 
	 	By: 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[INSERT APPLICANT BORROWERS],
	 	a [__]	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	RITCHIE BROS. AUCTIONEERS INCORPORATED,
	 	a Canadian corporation
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




     


     


    

  


EXHIBIT 3.01-A


 


FORM OF


U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Credit Agreement, dated as of October 27, 2016 (as amended, restated, amended and restated, extended, supplemented
or otherwise modified in writing from time to time, the “Credit Agreement”), among Ritchie Bros. Auctioneers
Incorporated, a Canadian corporation (the “Company”), the Designated Borrowers from time to time party thereto
(together with the Company, the “Borrowers” and each, a “Borrower”), the Guarantors from
time to time party thereto, the Lenders from time to time party thereto, Royal Bank of Canada, as Canadian Swing Line Lender and
L/C Issuer and Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer. Capitalized terms used but
not defined herein shall have the meanings given to them in the Credit Agreement.


 


Pursuant to the provisions
of Section 3.01(h)(ii)(B)(3) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,
(ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder
of any Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign
corporation related to any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.


 


The undersigned has
furnished the Company and the Administrative Agent with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN,
as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate
changes, the undersigned shall promptly so inform the Company and the Administrative Agent, and (2) the undersigned shall have
at all times furnished the Company and the Administrative Agent with a properly completed and currently effective certificate in
either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding
such payments.


 


[NAME OF LENDER]


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


Date:                                  , 20___ 


 




     


     


    

  


EXHIBIT 3.01-B


 


FORM OF


U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Credit Agreement, dated as of October 27, 2016 (as amended, restated, amended and restated, extended, supplemented
or otherwise modified in writing from time to time, the “Credit Agreement”), among Ritchie Bros. Auctioneers
Incorporated, a Canadian corporation (the “Company”), the Designated Borrowers from time to time party thereto
(together with the Company, the “Borrowers” and each, a “Borrower”), the Guarantors from
time to time party thereto, the Lenders from time to time party thereto, Royal Bank of Canada, as Canadian Swing Line Lender and
L/C Issuer and Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer. Capitalized terms used but
not defined herein shall have the meanings given to them in the Credit Agreement.


 


Pursuant to the provisions
of Section 3.01(h)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning
of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning
of Section 881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to any Borrower
as described in Section 881(c)(3)(C) of the Internal Revenue Code.


 


The undersigned has
furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, as applicable).
By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly
completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned,
or in either of the two calendar years preceding such payments.


 


[NAME OF PARTICIPANT]


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


Date:                         , 20___


 




     


     


    

  


EXHIBIT 3.01-C


 


FORM OF


U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Credit Agreement, dated as of October 27, 2016 (as amended, restated, amended and restated, extended, supplemented
or otherwise modified in writing from time to time, the “Credit Agreement”), among Ritchie Bros. Auctioneers
Incorporated, a Canadian corporation (the “Company”), the Designated Borrowers from time to time party thereto
(together with the Company, the “Borrowers” and each, a “Borrower”), the Guarantors from
time to time party thereto, the Lenders from time to time party thereto, Royal Bank of Canada, as Canadian Swing Line Lender and
L/C Issuer and Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer. Capitalized terms used but
not defined herein shall have the meanings given to them in the Credit Agreement.


 


Pursuant to the provisions
of Section 3.01(h)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the
sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its
direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course
of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect
partners/members is a ten percent shareholder of any Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue
Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described
in Section 881(c)(3)(C) of the Internal Revenue Code.


 


The undersigned has
furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY
accompanied by an IRS Form W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners
that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information
provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at
all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which
each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


[NAME OF PARTICIPANT]


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


Date:                          , 20___


 




     


     


    

 


EXHIBIT 3.01-D


 


FORM OF


U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Lenders That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Credit Agreement, dated as of October 27, 2016 (as amended, restated, amended and restated, extended, supplemented
or otherwise modified in writing from time to time, the “Credit Agreement”), among Ritchie Bros. Auctioneers
Incorporated, a Canadian corporation (the “Company”), the Designated Borrowers from time to time party thereto
(together with the Company, the “Borrowers” and each, a “Borrower”), the Guarantors from
time to time party thereto, the Lenders from time to time party thereto, Royal Bank of Canada, as Canadian Swing Line Lender and
L/C Issuer and Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer. Capitalized terms used but
not defined herein shall have the meanings given to them in the Credit Agreement.


 


Pursuant to the provisions
of Section 3.01(h)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its
direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)),
(iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned
nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the
ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of
its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 881(c)(3)(B)
of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related
to any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.


 


The undersigned has
furnished the Company and the Administrative Agent with IRS Form W-8IMY accompanied by one of the following forms from each of
its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E (or W-8BEN, as applicable) or
(ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that
(1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Administrative
Agent, and (2) the undersigned shall have at all times furnished the Company and the Administrative Agent with a properly completed
and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either
of the two calendar years preceding such payments.


 


[NAME OF LENDER]


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


Date:                      , 20___


 




     


     


    

 


Exhibit 4.03


 


FORM OF SOLVENCY CERTIFICATE


 


[__], 20[__]


 


This Solvency Certificate
is being executed and delivered pursuant to Section 4.03(a)(v) of that certain Credit Agreement, dated as of October
27, 2016 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time,
the “Credit Agreement”), among Ritchie Bros. Auctioneers Incorporated, a Canadian corporation (the “Company”),
the Designated Borrowers from time to time party thereto (together with the Company, the “Borrowers” and each,
a “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto,
Royal Bank of Canada, as Canadian Swing Line Lender and L/C Issuer and Bank of America, N.A., as Administrative Agent, U.S. Swing
Line Lender and L/C Issuer. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.


 


I, [__], the [__] of
the Company (after giving effect to the transactions on the IronPlanet Acquisition Closing Date), in such capacity only and not
in an individual capacity (and without personal liability), hereby certify on behalf of the Company as follows, in each case as
of the date hereof:


 


1.          The
sum of the debt and liabilities (subordinated, contingent or otherwise) of the Company and its Subsidiaries, on a consolidated
basis, does not exceed the fair value of the present assets of the Company and its Subsidiaries, on a consolidated basis.


 


2.          The
capital of the Company and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as
conducted or contemplated to be conducted on the date hereof.


 


3.          The
present fair saleable value of the assets of the Company and its Subsidiaries, on a consolidated basis, is greater than the total
amount that will be required to pay the probable liabilities of the Company and its Subsidiaries, on a consolidated basis, as applicable,
as they become absolute and matured.


 


4.          The
Company and its Subsidiaries, on a consolidated basis, have not, incurred and do not intend to incur, or believe that they will
incur, debts or other liabilities, including current obligations, beyond their ability to pay such debts or other liabilities as
they become due (whether at maturity or otherwise).


 


5.          For
purposes of this Solvency Certificate, the amount of any contingent liability has been computed as the amount that, in light of
all of the facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become
an actual or matured liability.


 


6.          In
reaching the conclusions set forth in this Solvency Certificate, the undersigned has made such investigations and inquiries as
the undersigned has deemed appropriate to provide this Solvency Certificate. The undersigned is familiar with the finances and
assets of the Company and its Subsidiaries.


 


7.          The
undersigned acknowledges that the Administrative Agent and the Lenders are relying on the truth and accuracy of this Solvency Certificate
in connection with the Commitments and Loans under the Credit Agreement.


 


[signature page follows]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned has executed this Solvency Certificate in such undersigned’s capacity as an officer
of the Company, on behalf of the Company, and not individually, on the date first written above.


 


	 	RITCHIE BROS. AUCTIONEERS INCORPORATED,
	 	a Canadian corporation
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




     


     


    

  


Exhibit 6.02


 


FORM OF COMPLIANCE CERTIFICATE


 


For the fiscal [quarter][year]
ended _________________, 20___.


 


I, ______________________,
[Title] of Ritchie Bros. Auctioneers Incorporated, a Canadian corporation (the “Company”) hereby certify that,
to the best of my knowledge and belief, with respect to that certain Credit Agreement, dated as of October 27, 2016 (as amended,
restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit
Agreement”; capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement),
among the Company, the Designated Borrowers from time to time party thereto (together with the Company, the “Borrowers”
and each, a “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party
thereto, Royal Bank of Canada, as Canadian Swing Line Lender and L/C Issuer and Bank of America, N.A., as Administrative Agent,
U.S. Swing Line Lender and L/C Issuer:


 


[Use following
paragraph 1 for fiscal year-end financial statements]


 


		(a)	The Company has delivered the year-end audited financial statements required by Section
6.01(a) of the Credit Agreement for the fiscal year of the Company ended as of the above date on a consolidated basis for
the Company and its Subsidiaries, together with the report and opinion of an independent certified public accountant required
by such section.



 


[Use following
paragraph 1 for fiscal quarter-end financial statements]


 


		(a)	The Company has delivered the unaudited financial statements required by Section
6.01(b) of the Credit Agreement for the fiscal quarter of the Company ended as of the above date on a consolidated basis for
the Company and its Subsidiaries. Such consolidated financial statements fairly present, in all material respects, the financial
condition, results of operations, changes in equity and cash flows of the Company and its Subsidiaries in accordance with GAAP,
subject only to changes resulting from normal year-end audit adjustments and the absence of footnotes.



			



		(b)	No Default or Event of Default has
occurred and is continuing under the Credit Agreement;



 


		(c)	(select one):



 


		 ̈	Attached hereto are supplements to Schedules 1(b), 2(c), 3(d), 3(f)(2)
and 3(i) of the Security Agreement and Schedules 1(b), 3(d), 3(f)(2) and 3(i) of the Canadian
Security Agreement, such that, as supplemented, such Schedules are accurate and complete as of the date hereof.
	 	 	 



			



		 ̈	No supplements to the schedules to the Credit Agreement, Security Agreement or Canadian Security
Agreement are required at this time.



 


Attached hereto as
Schedule 1 are detailed calculations demonstrating calculations of the financial covenants contained in Section 7.11
of the Credit Agreement as of the end of the fiscal period referred to above.


 


[signature page follows]


 




     


     


    

 


The foregoing certifications,
together with the computations set forth in Schedule 1 hereto and the financial statements delivered with this Compliance Certificate
in support hereof, are made and delivered this __________, 20___.


 


	 	RITCHIE BROS. AUCTIONEERS INCORPORATED,
	 	a Canadian corporation
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




     


     


    

 


Schedule 1


 


Computation of Financial Covenants


 




     


     


    

 


Exhibit 6.13


 


FORM OF JOINDER AGREEMENT


 


THIS JOINDER AGREEMENT
(the “Agreement”), dated as of _____________, 20__, is by and between _____________________, a ___________________
(the “Subsidiary”), and BANK OF AMERICA, N.A., in its capacity as Administrative Agent under that certain Credit
Agreement, dated as of October 27, 2016 (as amended, restated, amended and restated, extended, supplemented or otherwise modified
in writing from time to time, the “Credit Agreement”), among Ritchie Bros. Auctioneers Incorporated, a Canadian
corporation (the “Company”), the Designated Borrowers from time to time party thereto (together with the Company,
the “Borrowers” and each, a “Borrower”), the Guarantors from time to time party thereto,
the Lenders from time to time party thereto, Royal Bank of Canada, as Canadian Swing Line Lender and L/C Issuer and Bank of America,
N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer. Capitalized terms used but not defined herein shall have
the meanings given to them in the Credit Agreement.


 


The Loan Parties are
required by Section 6.13 of the Credit Agreement to cause the Subsidiary to become a “Guarantor”.


 


Accordingly, the Subsidiary
hereby agrees as follows with the Administrative Agent, for the benefit of the holders of the Obligations:


 


1.         The
Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary will be deemed to
be a party to the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement, and shall have all of
the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The Subsidiary hereby ratifies, as of the
date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the
Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the Subsidiary hereby jointly and
severally together with the other Guarantors, guarantees to each Lender, the Administrative Agent, the L/C Issuer and each other
holder of the Obligations, as provided in Article X of the Credit Agreement, the prompt payment of the Obligations in full when
due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise)
strictly in accordance with the terms thereof.


 


[Use following
paragraphs 2 and 3 for joinder of U.S. Subsidiaries]


 


2.         The
Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary will be deemed to
be a party to the Security Agreement, and shall have all the obligations of an “Obligor” (as such term is defined in
the Security Agreement) thereunder as if it had executed the Security Agreement. The Subsidiary hereby ratifies, as of the date
hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without limiting
the generality of the foregoing terms of this paragraph 2, the Subsidiary hereby grants to the Administrative Agent, for the benefit
of the holders of the Secured Obligations (as such term is defined in Section 1 of the Security Agreement), a continuing security
interest in, and a right of set off against any and all right, title and interest of the Subsidiary in and to the Collateral (as
such term is defined in Section 2 of the Security Agreement) of the Subsidiary. The Subsidiary hereby represents and warrants to
the Administrative Agent, for the benefit of the holders of the Secured Obligations (as such term is defined in Section 1 of the
Security Agreement), that, as of the date hereof:


 


  (i)          The exact legal name and jurisdiction of organization of the Subsidiary is as shown in this Agreement.




 


  (ii)         Set forth on Schedule 1 attached hereto are the chief executive office and organizational identification number (if any) of the Subsidiary.




 




     


     


    

  


  (iii)        Set forth on Schedule 2 attached hereto is a list of all real property located in the United States that is owned or leased by the Subsidiary.




 


  (iv)        Set forth on Schedule 3 attached hereto is a list of (i) all IP Rights (as defined in the Security Agreement) registered or pending registration with the United States Copyright Office (as defined in the Security Agreement) or the United States Patent and Trademark Office (as defined in the Security Agreement) that the Subsidiary owns and (ii) all licenses of IP Rights (as defined in the Security Agreement) registered with the United States Copyright Office (as defined in the Security Agreement) or the United States Patent and Trademark Office (as defined in the Security Agreement).




 


  (v)         Set forth on Schedule 4 attached hereto is a complete and accurate list of each Subsidiary (as defined in the Credit Agreement) of the Subsidiary, together with (i) jurisdiction of organization and (ii) percentage of outstanding shares of each class owned (directly or indirectly) by the Subsidiary, any Loan Party or any Subsidiary (as defined in the Credit Agreement).




 


  (vi)        The Subsidiary does not hold any Instruments (as defined in the Security Agreement) or Tangible Chattel Paper (as defined in the Security Agreement) required to be pledged and delivered to the Administrative Agent pursuant to Section 4(a)(i) of the Security Agreement other than as set forth on Schedule 5 attached hereto.




 


  (vii)       Set forth on Schedule 6 attached hereto is a true and correct list of all Commercial Tort Claims (as defined in the Security Agreement) in an amount reasonably estimated by the Subsidiary to be in excess of $10,000,000 held by the Subsidiary and known by the Subsidiary to be in existence, including a brief description thereof and stating if such commercial tort claims are required to be pledged under the Security Agreement.




 


3.         The
Subsidiary hereby authorizes the Administrative Agent to prepare and file such financing statements (including continuation statements)
or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time deem necessary
or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC (including
authorization to describe the Collateral (as defined in the Security Agreement) as “all personal property, whether now owned
or hereafter acquired”, “all assets, whether now owned or hereafter acquired” or words of similar meaning).


 


[Use following
paragraphs 2 and 3 for joinder of Canadian Subsidiaries]


 


2.         The
Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary will be deemed to
be a party to the Canadian Security Agreement, and shall have all the obligations of an “Obligor” (as such term is
defined in the Canadian Security Agreement) thereunder as if it had executed the Canadian Security Agreement. The Subsidiary hereby
ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Canadian
Security Agreement. Without limiting the generality of the foregoing terms of this paragraph 2, the Subsidiary hereby grants to
the Administrative Agent, for the benefit of the holders of the Secured Obligations (as such term is defined in Section 1 of the
Canadian Security Agreement), a continuing security interest in, and a right of set off against any and all right, title and interest
of the Subsidiary in and to the Collateral (as such term is defined in Section 2 of the Canadian Security Agreement) of the Subsidiary.
The Subsidiary hereby represents and warrants to the Administrative Agent, for the benefit of the holders of the Secured Obligations
(as such term is defined in Section 1 of the Canadian Security Agreement), that, as of the date hereof:


 


  (i)          The exact legal name and jurisdiction of organization of the Subsidiary is as shown in this Agreement.




 




     


     


    

  


  (ii)         Set forth on Schedule 1 attached hereto are the chief executive office and organizational identification number of the Subsidiary.




 


  (iii)        Set forth on Schedule 2 attached hereto is a list (i) of all real property located in the Canada that is owned or leased by the Subsidiary and (ii) of each jurisdiction where the Equipment (as defined in the Canadian Security Agreement), Inventory (as defined in the Canadian Security Agreement) and other tangible personal property of the Subsidiary, in each case, forming part of the collateral is located (excluding however any Equipment, Inventory or other tangible personal property that may be in transit).




 


  (iv)        Set forth on Schedule 3 attached hereto is a list of (i) all IP Rights (as defined in the Canadian Security Agreement) registered or pending registration with the Canadian Intellectual Property Office, the United States Copyright Office or the United States Patent and Trademark Office (in each case, as defined in the Canadian Security Agreement) that the Subsidiary owns and (ii) all licenses of IP Rights (as defined in the Canadian Security Agreement) registered with the Canadian Intellectual Property Office, the United States Copyright Office or the United States Patent and Trademark Office (in each case, as defined in the Canadian Security Agreement).




 


  (v)         Set forth on Schedule 4 attached hereto is a complete and accurate list of each Subsidiary (as defined in the Credit Agreement) of the Subsidiary, together with (i) jurisdiction of organization and (ii) percentage of outstanding shares of each class owned (directly or indirectly) by the Subsidiary, any Loan Party or any Subsidiary (as defined in the Credit Agreement).




 


  (vi)        The Subsidiary does not hold any Instruments (as defined in the Canadian Security Agreement) or Chattel Paper (as defined in the Canadian Security Agreement) required to be pledged and delivered to the Administrative Agent pursuant to Section 4(a)(i) of the Security Agreement other than as set forth on Schedule 5 attached hereto.




 


3.          The
Subsidiary hereby authorizes the Administrative Agent to prepare and file such financing statements (including continuation statements)
or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time deem necessary
or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the PPSA (including
authorization to describe the Collateral (as defined in the Canadian Security Agreement) as “all personal property, whether
now owned or hereafter acquired”, “all assets, whether now owned or hereafter acquired” or words of similar meaning).       


 


4.          The
address of the Subsidiary for purposes of all notices and other communications in respect of the Loan Documents is ____________________,
____________________________, Attention of ______________ (Facsimile No. ____________).


 


5.          The
Subsidiary hereby waives acceptance by the Administrative Agent and the other holders of the Obligations of the guaranty by the
Subsidiary under Article X of the Credit Agreement upon the execution of this Agreement by the Subsidiary.


 


6.          This
Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall be deemed
an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a
signature page of this Agreement by facsimile or other electronic imaging means (e.g., “pdf” or “tif”)
shall be effective as delivery of a manually executed counterpart of this Agreement.


 


7.          THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


[signature page follows]


 




     


     


    

  


IN WITNESS WHEREOF,
the Subsidiary has caused this Joinder Agreement to be duly executed by an authorized officer, and the Administrative Agent, for
the benefit of the holders of the Obligations, has caused the same to be accepted by an authorized officer, in each case, as of
the day and year first written above.


 


	 	[INSERT SUBSIDIARY],
	 	a [__]	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Acknowledged and accepted:


 


BANK OF AMERICA, N.A.,


as Administrative Agent


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 




     


     


    

 


Schedule 1


 


CHIEF EXECUTIVE OFFICE AND ORGANIZATIONAL
IDENTIFICATION NUMBER


 




     


     


    

 


Schedule 2


 


LOCATIONS OF REAL PROPERTY


 




     


     


    

 


Schedule 3


 


IP RIGHTS


 




     


     


    

 


Schedule 4


 


SUBSIDIARIES


 




     


     


    

 


Schedule 5


 


INSTRUMENTS; TANGIBLE CHATTEL PAPER


 




     


     


    

 


Schedule 6


 


COMMERCIAL TORT CLAIMS


 




     


     


    

 


Exhibit 11.06(b)


 


FORM OF ASSIGNMENT AND ASSUMPTION


 


This Assignment and
Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered
into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the
“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing
from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference
and made a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective
Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations as a Lender
under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal
to the percentage interest[s] identified below of all the outstanding rights and obligations under the respective facilities
identified below (including, without limitation, Letters of Credit, Guarantees and Swing Line Loans included in such facilities)
and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of
the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the
Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in
any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause
(i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively
as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly
provided in this Assignment and Assumption, without representation or warranty by the Assignor.


 





 


	1.	Assignor:	______________________________


[Assignor [is][is not] a Defaulting
Lender.]


 


	2.	Assignee:	______________________________, a [insert organizational structure] organized under [insert jurisdiction of tax residence]


[and is an Affiliate/Approved
Fund of [identify Lender]4]


 


	3.	Assignee Information:	(a)          Select one of the following:


 


 ̈
UK Bank Lender


 ̈
UK Non-Bank Lender


 ̈
UK Treaty Lender


 ̈
Not a UK Qualifying Lender


 


	 	[(b)	Treaty Passport Scheme Reference Number: ______________]5


 








	4.	Company:	Ritchie Bros. Auctioneers Incorporated, a Canadian corporation




 





 






4 Select as applicable.


5
Insert if applicable. 


 




     


     


    

 





 


	5.	Administrative Agent:	Bank of America, N.A., as the administrative agent under the Credit Agreement


 


	6.	Credit Agreement:	Credit Agreement, dated as of October 27, 2016 among the Company, the Designated Borrowers from time to time party thereto (together with the Company, the “Borrowers” and each, a “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Royal Bank of Canada, as Canadian Swing Line Lender and L/C Issuer and Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer


 


	7.	Assigned Interest:


 


	 	Facility Assigned6	 	 	Aggregate Amount of
 Commitment/Loans for 
 all Lenders*	 	Amount of
 Commitment/Loans 
 Assigned*	 	 	Percentage Assigned of
 Commitment/Loans7	 
	 	 	 	 	$	 	$	 	 	%	 
	 	 	 	 	$	 	$	 	 	%	 
	 	 	 	 	$	 	$	 	 	%	 



 


		[8.	Trade Date:______________]7



 


Effective Date: _____________ ___, 20___
[TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 





 






6 Fill in the appropriate terminology for the types
of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving A Commitment”,
“Delayed-Draw Term Loan Commitment”, etc.)


* Amount to be adjusted by the counterparties to
take into account any payments or prepayments made between the Trade Date and the Effective Date.


7 Set forth, to at least 9 decimals, as a percentage
of the Commitment/Loans of all Lenders thereunder.


8 To be completed
if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 


 


[signature page follows]


 




     


     


    

  


The terms set forth in this Assignment and Assumption are hereby
agreed to:


 


	 	ASSIGNOR
	 	[NAME OF ASSIGNOR]
	 	 	 
	 	By:	 
	 	Name	 
	 	Title:	 
	 	 	 
	 	ASSIGNEE
	 	[NAME OF ASSIGNEE]
	 	 	 
	 	By:	 
	 	Name	 
	 	Title:	 


 


	 [Consented to and]9 Accepted:	 
	 	 
	BANK OF AMERICA, N.A., 	 
	as Administrative Agent	 
	 	 	 
	By: 	 	 
	Name: 	 	 
	Title:  	 	 
	 	 
	[Consented to:]10 	 
	 	 
	[BANK OF AMERICA, N.A., 	 
	as a L/C Issuer and U.S. Swing Line Lender	 
	 	 	 
	By: 	 	 
	Name: 	 	 
	Title:]  	 	 
	 	 	 
	[[__], 	 	 
	as a L/C Issuer	 
	 	 	 
	By: 	 	 
	Name: 	 	 
	Title:]  	 	 
	 	 	 
	[ROYAL BANK OF CANADA, 	 
	as Canadian Swing Line Lender	 
	 	 	 
	By: 	 	 
	Name: 	 	 
	Title:]  	 	 


   





 






9 To be added only if the consent of the Administrative
Agent is required by the terms of the Credit Agreement.


10 To be added only
if the consent of the Company and/or other parties (e.g. L/C Issuer) is required by the terms of the Credit Agreement. 


 






     


     


    

 





	[RITCHIE BROS. AUCTIONEERS INCORPORATED,	 
	a Canadian corporation	 
	 	 	 
	By: 	 	 
	Name: 	 	 
	Title:] 	 	 





 




     


     


    

  


ANNEX 1


 


STANDARD TERMS AND CONDITIONS FOR


ASSIGNMENT AND ASSUMPTION


 


1.     Representations and Warranties.


 


1.1.     Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby
and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties
or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document
or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their
respective obligations under any Loan Document.


 


1.2.     Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it meets the requirements to be an assignee under Section 11.06(b)(iii) and (v) of the
Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement),
(iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and,
to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect
to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion
in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a
copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial
statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems
appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned
Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents
and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption
and to purchase the Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that
(i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by
the terms of the Loan Documents are required to be performed by it as a Lender.


 


2.     Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, the Administrative
Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to the
Assignee.




     


     


    

  


3.     General Provisions.
This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors
and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective
as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.


 




     


     


    

 


Exhibit 11.06(b)(iv)


 


FORM OF ADMINISTRATIVE QUESTIONNAIRE


 


[See attached]