EX 10.1 - LCI - Amendment No. 3



Execution Version

AMENDMENT NO. 3
THIS AMENDMENT NO. 3 (this “Agreement”), dated as of September 7, 2021, is among Lippert Components, Inc., a Delaware corporation (“Lippert”), LCI INDUSTRIES B.V., a Netherlands limited liability company (besloten vennootschap met beperkte aansprakelijkheid) having its statutory seat (statutaire zetel) in Amsterdam, the Netherlands and registered with the Dutch Trade Register (Kamer van Koophandel) under number 70655421 (“LCI BV”), LCI Industries Pte. Ltd., a company incorporated under the laws of Singapore with company registration number 201932119H (the “Singapore Borrower”; together with LCI BV, the “Foreign Borrowers”; and the Foreign Borrowers together with Lippert, the “Borrowers”), LCI Industries, a Delaware corporation (the “Company”), each other Subsidiary of the Company listed on the signature pages hereto (together with the Borrowers and the Company, the “Loan Parties”), the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
PRELIMINARY STATEMENTS:
(1)    The Borrowers, the Company, the lenders party thereto and the Administrative Agent are parties to the Fourth Amended and Restated Credit Agreement dated as of December 14, 2018 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Agreement and as may be further amended, restated , supplemented or otherwise modified from time to time, the “Amended Credit Agreement”).  Capitalized terms not otherwise defined in this Agreement have the same meanings as specified in the Amended Credit Agreement.  
(2)    Lippert intends, directly or indirectly, to acquire all of the Equity Interests of Furrion Holdings Limited, a private company limited by shares incorporated and registered in Hong Kong with registered number 2087229 (the “Furrion Target”) and has requested that the Administrative Agent and the Required Lenders agree to certain amendments to the Existing Credit Agreement in connection therewith, and each of the Lenders signatory hereto, which Lenders collectively constitute the Required Lenders referred to in the Existing Credit Agreement, have agreed, subject to the terms and conditions set forth herein, to amend the Existing Credit Agreement.
Section 1.  Amendment.    Effective as of the Amendment Effective Date (as defined below), the Credit Agreement (excluding the Schedules and Exhibits thereto) is hereby amended to delete the stricken text (indicated textually in the same manner as the following example:  stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example:  double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.
Section 2.  Conditions to Effectiveness.  This Agreement and the amendments and waivers set forth herein shall be effective on and as of August 2, 2021 (the “Amendment Effective Date”) upon the satisfaction of the following conditions:


    
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(a)The Administrative Agent shall have received from each Loan Party, the Administrative Agent and the Required Lenders either (i) an original counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or .pdf transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement (followed promptly by original counterparts to be delivered to the Administrative Agent);
(b)The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under the Existing Credit Agreement; and
(c)The Administrative Agent shall have received satisfactory evidence that the Prudential Shelf Agreement shall have been amended in a manner substantially similar to this Agreement and otherwise reasonably satisfactory to the Administrative Agent.
Section 3.  Representations and Warranties.  Each Loan Party hereby represents and warrants to the Administrative Agent and each Lender on and as of the date hereof that:
(a)The representations and warranties of the Loan Parties set forth in the Credit Agreement and each other Loan Document shall be true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that any such representations and warranties that are qualified by materiality or as to Material Adverse Effect shall be true and correct in all respects on and as of such date; and
(b)No Default has occurred or is continuing on the date hereof and immediately after giving effect to this Agreement.
Section 4.  Confirmation.  Each Loan Party agrees that each Loan Document to which it is a party, and each security interest granted by it thereunder, is hereby reaffirmed, ratified, approved and confirmed in each and every respect on and after the date hereof, except that each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Existing Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Existing Credit Agreement shall mean and be a reference to the Amended Credit Agreement, as modified by this Agreement.  In all other respects, the terms of the Existing Credit Agreement and the other Loan Documents are hereby confirmed.  
Section 5.  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.


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Section 6.  Miscellaneous.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. The provisions of Section 9.09(b), (c), (d) and (e) and Section 9.10 of the Existing Credit Agreement are incorporated herein mutatis mutandis, and the parties hereto hereby agree that such provisions shall apply to this Agreement with the same force and effect as if set forth herein in their entirety.
Section 7.  Release.  In consideration of the agreements and understandings set forth in this Agreement, each Borrower hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely, finally and forever releases, acquits and discharges each Lender, each Issuing Bank, the Collateral Agent and the Administrative Agent (collectively, the “Released Parties”) from any and all claims, counterclaims, action or actions, cause or causes of action (including any relating in any manner to any existing litigation or investigation), suits, obligations, controversies, defenses, debts, liens, contracts, agreements, covenants, promises, liabilities, damages, penalties, demands, threats, compensation, losses, costs, judgments, orders, interest, fees or expense (including attorneys’ fees and expenses) or other similar items of any kind, type, nature, character or description, including whether in law, equity or otherwise, whether now known or unknown, whether in contract, in tort, under any statute or regulation, or under any other theory of liability or recovery of any nature whatsoever, in each case in favor of, otherwise belonging to, or otherwise assertable by such Borrower (collectively, a “Claim”) relating in any manner whatsoever to any of the Loan Documents, including any Claim arising from or relating to any actions that any of the Released Parties may have taken or omitted to take in connection with this Agreement or the other Loan Documents prior to the date hereof (including with respect to the Obligations and/or any third parties liable in whole or in part for the Obligations) and including any Claim that relates or may relate in any manner whatsoever to any facts, known or unknown, in existence on or at any time prior to the date hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


						
	LCI INDUSTRIES
	
	By:	/s/ Brian M. Hall
		Name: Brian M. Hall
Title: EVP and CFO





						
	LIPPERT COMPONENTS, INC.,

	
	By:	/s/ Brian M. Hall
		Name: Brian M. Hall
Title: EVP and CFO





						
	LCI SERVICE CORP.,

	
	By:	/s/ Brian M. Hall
		Name: Brian M. Hall
Title: EVP and CFO





						
	LIPPERT COMPONENTS MANUFACTURING, INC.,

	
	By:	/s/ Brian M. Hall
		Name: Brian M. Hall
Title: EVP and CFO





						
	INNOVATIVE DESIGN SOLUTIONS, INC.,

	
	By:	/s/ Brian M. Hall
		Name: Brian M. Hall
Title: EVP and CFO





Amendment No. 3


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	TAYLOR MADE GROUP, LLC,

	
	By:	/s/ Brian M. Hall
		Name: Brian M. Hall
Title: EVP and CFO

	CURT MANUFACTURING, LLC
	
	By:	/s/ Brian M. Hall
		Name: Brian M. Hall
Title: CFO







						
	CURT ACQUISITION HOLDINGS, INC.
	
	By:	/s/ Brian M. Hall
		Name: Brian M. Hall
Title: EVP and CFO







						
	LCI INDUSTRIES B.V.
	
	By:	/s/ Brian M. Hall
		Name: Brian M. Hall
Title: Director B

	

LCI HOLDING B.V.

	
	By:	/s/ Brian M. Hall
		Name: Brian M. Hall
Title: Director B







						
	LCI INDUSTRIES PTE. LTD.
	
	By:	/s/ Brian M. Hall 
		Name: Brian M. Hall
Title: Director



Amendment No. 3


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	VEADA INDUSTRIES, INC.
	
	By:	/s/ Brian M. Hall
		Name: Brian M. Hall
Title: EVP and CFO





						
	KASPAR RANCH HAND EQUIPMENT, LLC
	
	By:	/s/ Brian M. Hall
		Name: Brian M. Hall
Title: EVP and CFO







Amendment No. 3


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	JPMORGAN CHASE BANK, N.A., individually as a Lender and as Administrative Agent

	
	By:	/s/ Thomas W. Harrison
		Name: Thomas W. Harrison
Title: Executive Director







Amendment No. 3


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	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

	
	By:	/s/ John E. Burda
		Name: John E. Burda
Title: Senior Vice President







Amendment No. 3


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	BANK OF AMERICA, N.A., as a Lender

	
	By:	/s/ Matthew Doye
		Name: Matthew Doye
Title: Senior Vice President







Amendment No. 3


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	TRUIST BANK, AS SUCCESSOR BY MERGER TO SUNTRUST BANK, as a Lender

	
	By:	/s/ James Ford
		Name: James Ford
Title: Managing Director







Amendment No. 3


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	BMO HARRIS BANK N.A., as a Lender

	
	By:	/s/ Matthew Gerber
		Name: Matthew Gerber
Title: Managing Director







Amendment No. 3


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	BANK OF THE WEST, as a Lender

	
	By:	/s/ David Wang
		Name: David Wang
Title: Director







Amendment No. 3


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	U.S. BANK, NATIONAL ASSOCIATION, as a Lender

	
	By:	/s/ Jerrod Clements
		Name: Jerrod Clements
Title: Vice President







Amendment No. 3


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	TRUIST BANK, FORMERLY KNOWN AS BRANCH BANKING & TRUST COMPANY, as a Lender

	
	By:	/s/ James W. Ford
		Name: James W. Ford
Title: Managing Director







Amendment No. 3


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	FIFTH THIRD BANK, as a Lender

	
	By:	/s/ Craig Ellis
		Name: Craig Ellis
Title: SVP







Amendment No. 3


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	HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender

	
	By:	/s/ Kyle Patterson
		Name: Kyle Patterson
Title: Senior Vice President







Amendment No. 3


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Execution VersionExhibit A  (Conformed Copy Reflecting Amendment No. 1 dated December 19, 2019  and Amendment No. 2 dated May 7, 2021)    743242935      FOURTH AMENDED AND RESTATED CREDIT AGREEMENT  dated as of  December 14, 2018  among  LCI INDUSTRIES,  LIPPERT COMPONENTS, INC.,  The Foreign Borrowers from time to time party hereto,  The Lenders Party Hereto  and  JPMORGAN CHASE BANK, N.A.,  as Administrative Agent  and  WELLS FARGO BANK, N.A.,  as Syndication Agent  and  BANK OF AMERICA, N.A., SUNTRUST BANK, now TRUIST BANK   and BANK OF MONTREAL,  as Documentation Agent  ___________________________  JPMORGAN CHASE BANK, N.A. and WELLS FARGO SECURITIES, LLC  as Joint Bookrunners and Lead Arrangers    TABLE OF CONTENTS    Page  743242935 -i-     ARTICLE I. DEFINITIONS ................................................................................................. 1  SECTION 1.01 Defined Terms ............................................................................... 1  SECTION 1.02 Classification of Loans and Borrowings ...................................... 36  SECTION 1.03 Terms Generally ........................................................................... 36  SECTION 1.04 Accounting Terms; GAAP ........................................................... 36  SECTION 1.05 Interest Rates; LIBOR Notification ............................................. 37  SECTION 1.06 Exchange Rates ............................................................................ 37  SECTION 1.07 Certain Additional Borrowers; Removal of Foreign  Borrowers ..................................................................................... 38  ARTICLE II. THE CREDITS .............................................................................................. 40  SECTION 2.01 Commitments ............................................................................... 40  SECTION 2.02 Loans and Borrowings ................................................................. 40  SECTION 2.03 Requests for Borrowings .............................................................. 41  SECTION 2.04 Increase in Commitments ............................................................ 42  SECTION 2.05 [Reserved.] ................................................................................... 44  SECTION 2.06 Letters of Credit ........................................................................... 44  SECTION 2.07 Funding of Borrowings ................................................................ 49  SECTION 2.08 Interest Elections .......................................................................... 50  SECTION 2.09 Termination and Reduction of Commitments.............................. 51  SECTION 2.10 Repayment of Loans; Evidence of Debt ...................................... 52  SECTION 2.11 Prepayment of Loans ................................................................... 53  SECTION 2.12 Fees .............................................................................................. 54  SECTION 2.13 Interest.......................................................................................... 55  SECTION 2.14 Alternate Rate of Interest ............................................................. 56  SECTION 2.15 Increased Costs ............................................................................ 58  SECTION 2.16 Break Funding Payments ............................................................. 59  SECTION 2.17 Withholding of Taxes; Gross-Up ................................................. 60  SECTION 2.18 Payments Generally; Pro Rata Treatment; Sharing of  Setoffs .......................................................................................... 65  SECTION 2.19 Mitigation Obligations; Replacement of Lenders ........................ 66  SECTION 2.20 Defaulting Lenders ....................................................................... 67  SECTION 2.21  Extension of Maturity Date ......................................................... 70  SECTION 2.22 Refinancing Amendments ............................................................ 71  ARTICLE III. REPRESENTATIONS AND WARRANTIES .............................................. 73  SECTION 3.01 Organization; Powers ................................................................... 73  SECTION 3.02 Authorization; Enforceability ...................................................... 73  SECTION 3.03 Governmental Approvals; No Conflicts; No Default .................. 73  SECTION 3.04 Financial Condition; No Material Adverse Change..................... 74  SECTION 3.05 Properties ..................................................................................... 74  SECTION 3.06 Litigation and Environmental Matters ......................................... 74  SECTION 3.07 Compliance with Laws and Agreements; No Default ................. 74  SECTION 3.08 Investment Company Status ........................................................ 75  





 






TABLE OF CONTENTS  (continued)  Page  743242935 -ii-     SECTION 3.09 Taxes ............................................................................................ 75  SECTION 3.10 ERISA .......................................................................................... 75  SECTION 3.11 Disclosure .................................................................................... 75  SECTION 3.12 Anti-Corruption Laws and Sanctions........................................... 75  SECTION 3.13 EEA Financial Institutions ........................................................... 76  SECTION 3.14 Plan Assets; Prohibited Transactions ........................................... 76  SECTION 3.15 Margin Regulations ...................................................................... 76  SECTION 3.16 Solvency ....................................................................................... 76  SECTION 3.17 Security Documents ..................................................................... 76  SECTION 3.18 Subsidiaries .................................................................................. 76  SECTION 3.19 Labor Matters ............................................................................... 77  SECTION 3.20 SEC Matters ................................................................................. 77  SECTION 3.21 Restrictive Agreements ................................................................ 77  SECTION 3.22 Centre of Main Interests............................................................... 77  SECTION 3.23 Tax Residency .............................................................................. 77  SECTION 3.24 Singapore Personal Data .............................................................. 78  SECTION 3.25 Singapore Borrowers ................................................................... 78  ARTICLE IV. CONDITIONS ............................................................................................... 78  SECTION 4.01 Effective Date .............................................................................. 78  SECTION 4.02 Each Credit Event ........................................................................ 79  ARTICLE V. AFFIRMATIVE COVENANTS ................................................................... 80  SECTION 5.01 Financial Statements; Ratings Change and Other  Information .................................................................................. 80  SECTION 5.02 Notices of Material Events........................................................... 82  SECTION 5.03 Existence; Conduct of Business ................................................... 83  SECTION 5.04 Payment of Obligations ................................................................ 83  SECTION 5.05 Maintenance of Properties; Insurance .......................................... 83  SECTION 5.06 Books and Records; Inspection Rights ........................................ 83  SECTION 5.07 Compliance with Laws ................................................................ 83  SECTION 5.08 Use of Proceeds and Letters of Credit ......................................... 83  SECTION 5.09 Accuracy of Information .............................................................. 84  SECTION 5.10 Additional Guarantors; Additional Collateral; Additional  Parties to Subordination Agreement ............................................ 84  SECTION 5.11 Further Assurances....................................................................... 85  ARTICLE VI. NEGATIVE COVENANTS .......................................................................... 86  SECTION 6.01 Indebtedness ................................................................................. 86  SECTION 6.02 Liens ............................................................................................. 88  SECTION 6.03 Fundamental Changes .................................................................. 90  SECTION 6.04 Dispositions.................................................................................. 91  SECTION 6.05 Investments, Loans, Advances, Guarantees and  Acquisitions ................................................................................. 92  TABLE OF CONTENTS  (continued)  Page  743242935 -iii-     SECTION 6.06 Swap Agreements ........................................................................ 94  SECTION 6.07 Restricted Payments ..................................................................... 94  SECTION 6.08 Transactions with Affiliates ......................................................... 95  SECTION 6.09 Restrictive Agreements ................................................................ 95  SECTION 6.10 Certain Financial Covenants ........................................................ 96  SECTION 6.11 Amendment of Certain Documents ............................................. 97  SECTION 6.12 Use of Proceeds ............................................................................ 98  SECTION 6.13 Centre of Main Interest ................................................................ 98  ARTICLE VII. EVENTS OF DEFAULT ............................................................................... 98  SECTION 7.01 Events of Default ......................................................................... 98  SECTION 7.02 Remedies Upon an Event of Default ......................................... 100  SECTION 7.03 Application of Payments ............................................................ 101  ARTICLE VIII. THE ADMINISTRATIVE AGENT ............................................................ 103  SECTION 8.01 Authorization and Action ........................................................... 103  SECTION 8.02 Administrative Agent’s Reliance, Indemnification, Etc ............ 106  SECTION 8.03 Posting of Communications ....................................................... 107  SECTION 8.04 The Administrative Agent Individually ..................................... 108  SECTION 8.05 Successor Administrative Agent ................................................ 109  SECTION 8.06 Acknowledgements of Lenders and Issuing Banks ................... 110  SECTION 8.07 Collateral and Guarantee Matters .............................................. 110  SECTION 8.08 Credit Bidding ............................................................................ 111  SECTION 8.09 Certain ERISA Matters .............................................................. 112  ARTICLE IX. MISCELLANEOUS .................................................................................... 114  SECTION 9.01 Notices ....................................................................................... 114  SECTION 9.02 Waivers; Amendments ............................................................... 115  SECTION 9.03 Expenses; Indemnity; Damage Waiver ...................................... 116  SECTION 9.04 Successors and Assigns .............................................................. 118  SECTION 9.05 Survival ...................................................................................... 124  SECTION 9.06 Counterparts; Integration; Effectiveness; Electronic  Execution ................................................................................... 124  SECTION 9.07 Severability ................................................................................ 125  SECTION 9.08 Right of Setoff............................................................................ 125  SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process .... 125  SECTION 9.10 WAIVER OF JURY TRIAL ...................................................... 126  SECTION 9.11 Headings .................................................................................... 126  SECTION 9.12 Confidentiality ........................................................................... 127  SECTION 9.13 Material Non-Public Information .............................................. 127  SECTION 9.14 Interest Rate Limitation ............................................................. 128  SECTION 9.15 No Fiduciary Duty, etc ............................................................... 128  SECTION 9.16 USA PATRIOT Act ................................................................... 129  





 






TABLE OF CONTENTS  (continued)  Page  743242935 -iv-     SECTION 9.17 Acknowledgement and Consent to Bail-In of EEA  Financial Institutions .................................................................. 129  SECTION 9.18 Judgment Currency .................................................................... 130  SECTION 9.19 Intercreditor Agreements ........................................................... 130         743242935 -v-       SCHEDULES:  Schedule 2.01A – Revolving Commitments  Schedule 2.01B – Letter of Credit Commitments  Schedule 2.01C – Initial Guarantors  Schedule 2.05 – Existing Letters of Credit  Schedule 3.18 – Subsidiaries  Schedule 6.01 – Existing Indebtedness  Schedule 6.02 – Existing Liens  Schedule 6.05 – Existing Investments  Schedule 6.09 – Existing Restrictions  EXHIBITS:  Exhibit A – Form of Assignment and Assumption  Exhibit B – Form of Borrowing Request  Exhibit C – Form of Interest Election Request  Exhibit D – [RESERVED]  Exhibit E-1 – U.S. Tax Certificate (For Non-U.S. Lenders that are not Partnerships for U.S.  Federal Income Tax Purposes)  Exhibit E-2 – U.S. Tax Certificate (For Non-U.S. Lenders that are Partnerships for U.S. Federal  Income Tax Purposes)  Exhibit E-3 – U.S. Tax Certificate (For Non-U.S. Participants that are not Partnerships for U.S.  Federal Income Tax Purposes)  Exhibit E-4 – U.S. Tax Certificate (For Non-U.S. Participants that are Partnerships for U.S.  Federal Income Tax Purposes)  Exhibit F – Form of Omnibus Reaffirmation    





 






TABLE OF CONTENTS    Page  743242935  FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of December  14, 2018 (as it may be amended or modified from time to time, this “Agreement”), among LCI  INDUSTRIES, a Delaware corporation, LIPPERT COMPONENTS, INC., a Delaware  corporation, LCI INDUSTRIES B.V., a Netherlands limited liability company (besloten  vennootschap met beperkte aansprakelijkheid) having its statutory seat (statutaire zetel) in  Amsterdam, the Netherlands and registered with the Dutch Trade Register (Kamer van  Koophandel) under number 70655421, LCI Industries C.V., a Netherlands limited partnership  (commanditaire vennootschap) having its official seat in Elkhart Indiana, the United States of  America and registered with the Dutch Trade Register (Kamer van Koophandel) under number  70630518, each other FOREIGN BORROWER from time to time party hereto, the LENDERS  party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.  The Company, Lippert, certain other borrowers, certain lenders and the Administrative  Agent are parties to that certain Amended and Restated Credit Agreement, dated as of April 27,  2016 (as amended, restated, supplemented or otherwise modified from time to time prior to the  date hereof, the “Existing Credit Agreement”). The parties hereto agree that the Existing Credit  Agreement is hereby amended and restated in its entirety as follows:  ARTICLE I.    Definitions  SECTION 1.01 Defined Terms.  As used in this Agreement, the following terms  have the meanings specified below:  “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or  the Loans comprising such Borrowing, bear interest at a rate determined by reference to the  Alternate Base Rate.  “Additional Refinancing Lender” has the meaning assigned to it in Section 2.22(a).   “Adjusted EURIBOR Rate” means, with respect to any Eurocurrency Borrowing  denominated in Euros for any Interest Period, an interest rate per annum equal to (a) the EURIBOR  Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.   “Adjusted LIBO Rate” means, with respect to any Eurocurrency Borrowing (other than a  Eurocurrency Borrowing denominated in Euros) for any Interest Period, an interest rate per annum  (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest  Period multiplied by (b) the Statutory Reserve Rate.  “Administrative Agent” means JPMorgan Chase Bank, N.A. in its capacity as  administrative agent for the Lenders hereunder.  “Administrative Questionnaire” means an Administrative Questionnaire in a form  supplied by the Administrative Agent.    743242935 -2-     “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.  “Agent Indemnitee” has the meaning assigned to it in Section 9.03(c).  “Agreement” has the meaning assigned to it in the preamble to this Agreement.   “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the  Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus 1⁄2 of 1% and (c)  the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a  Business Day, the immediately preceding Business Day) plus 1%; provided that for the purpose  of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or  if the LIBO Screen Rate is not available for such one month Interest Period, the Interpolated Rate)  at approximately 11:00 a.m. London time on such day.  Any change in the Alternate Base Rate  due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective  from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the  Adjusted LIBO Rate, respectively.  If the Alternate Base Rate is being used as an alternate rate of  interest pursuant to Section 2.14 (for the avoidance of doubt, only until any amendment has  become effective pursuant to Section 2.14(b)), then the Alternate Base Rate shall be the greater of  clauses (a) and (b) above and shall be determined without reference to clause (c) above.  For the  avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be  less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.  “Alternative Currency” means Pounds Sterling, Canadian Dollars, Euros, Australian  Dollars and any additional currencies determined after the Effective Date by mutual agreement of  the Borrowers, Lenders and Administrative Agent; provided that each such currency is a lawful  currency that is readily available, freely transferable and not restricted, able to be converted into  dollars and available in the London interbank deposit market.  “Alternative Currency Exposure” means, with respect to any Lender at any time, the  Dollar Equivalent of the sum of the outstanding principal amount of such Lender’s Alternative  Currency Loans and Alternative Currency LC Exposure at such time.  “Alternative Currency LC Exposure” means, at any time, the sum of (a) the aggregate  undrawn amount of all outstanding Alternative Currency Letters of Credit at such time plus (b) the  aggregate amount of all LC Disbursements in respect of Alternative Currency Letters of Credit  that have not yet been reimbursed by or on behalf of the Borrowers at such time.  The Alternative  Currency LC Exposure of any Lender at any time shall be its Applicable Percentage of the total  Alternative Currency LC Exposure at such time.  “Alternative Currency Letter of Credit” means a Letter of Credit denominated in an  Alternative Currency.  “Alternative Currency Loan” means a Revolving Loan denominated in an Alternative  Currency.  





 






  743242935 -3-     “Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction  applicable to the Company or any of its Subsidiaries from time to time concerning or relating to  bribery or corruption.  “Applicable Party” has the meaning assigned to it in Section 8.03(c).  “Applicable Percentage” means, with respect to any Lender, as the context may require,  (a) the percentage of the total Commitments and Credit Exposure represented by such Lender’s  Commitment and Credit Exposure, (b) the percentage of the total Revolving Commitments and  Loans represented by such Lender’s Revolving Commitment and (c) the percentage of the total  Term Loan Commitments and Term Loans represented by such Lender’s Term Loan  Commitments and Term Loans; provided that, in the case of Section 2.20 when a Defaulting  Lender shall exist, “Applicable Percentage” shall be calculated disregarding any Defaulting  Lender’s Commitment and Credit Exposure.  If the Commitments have terminated or expired  and/or the Credit Exposure has been repaid in full, in the aggregate or in respect of any Class, the  applicable Applicable Percentages shall be determined based upon the Commitments and Credit  Exposure most recently in effect, giving effect to any assignments and to any Lender’s status as a  Defaulting Lender at the time of determination.  “Applicable Rate” means, for any day, with respect to any ABR Loan or Eurocurrency  Loan, or with respect to the commitment fees payable hereunder, as the case may be, the applicable  rate per annum set forth below under the caption “ABR Spread”,  “Eurocurrency/CDOR/AUD/Canadian Prime Rate Spread” or “Commitment Fee Rate”, as the  case may be, determined by reference to the Total Adjusted Leverage Ratio as set forth in the most  recent compliance certificate received by the Administrative Agent pursuant to Section 5.01(c):  Category  Total Net  Leverage Ratio  ABR  Spread  Eurocurrency/CDOR/  AUD/ Canadian  Prime Rate  Spread  Commitment  Fee  Rate  Category 1    ≥ 2.25 to 1.0 0.625% 1.625% 0.225%  Category 2    < 2.25 to 1.0  and > 1.75 to 1.0  0.375% 1.375% 0.200%  Category 3    < 1.75 to 1.0  and > 1.25 to 1.0  0.125% 1.125% 0.175%  Category 4 < 1.25 to 1.0 0.000% 0.875% 0.15%    From the Incremental Amendment No. 1 Effective Date until the date that a compliance  certificate is required to be delivered pursuant to Section 5.01(c) for the fiscal quarter of the    743242935 -4-     Company ending December 31, 2019, Category 2 shall apply.  Any increase or decrease in the  Applicable Rate resulting from a change in the Total Net Leverage Ratio shall become effective  as of the first Business Day immediately following the date a compliance certificate is delivered  pursuant to Section 5.01(c); provided, however, that if a compliance certificate is not delivered  when due in accordance with such Section, then Category 1 shall apply as of the first Business  Day after the date on which such compliance certificate was required to have been delivered until  the date such compliance certificate is delivered.  Notwithstanding anything to the contrary  contained in this definition, the determination of the Applicable Rate for any period shall be subject  to the provisions of Section 2.13(c).  “Approved Electronic Platform” has the meaning assigned to it in Section 8.03(a).  “Approved Fund” has the meaning assigned to it in Section 9.04(b).  “Arrangers” means each of JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC  in their capacities as joint bookrunners and joint lead arrangers hereunder.  “Assignment and Assumption” means an assignment and assumption entered into by a  Lender and an assignee (with the consent of any party whose consent is required by Section 9.04),  and accepted by the Administrative Agent, in the form of Exhibit A or any other form (including  electronic records generated by the use of an electronic platform) approved by the Administrative  Agent.  “AUD Screen Rate” means with respect to any Interest Period, the average bid reference  rate administered by ASX Benchmarks Pty Limited (ACN 616 075 417) (or any other Person that  takes over the administration of such rate) for Australian dollar bills of exchange with a tenor equal  in length to such Interest Period as displayed on page BBSY of the Reuters screen (or, in the event  such rate does not appear on such Reuters page, on any successor or substitute page on such screen  that displays such rate, or on the appropriate page of such other information service that publishes  such rate as shall be selected by the Administrative Agent from time to time in its reasonable  discretion) at or about 11:00 a.m. (Sydney, Australia time) on the first day of such Interest Period.   If the AUD Screen Rate shall be less than zero, the AUD Screen Rate shall be deemed to be zero  for purposes of this Agreement.  “Australian Dollars” means lawful money of Australia.  “Auto-Extension Letter of Credit” has the meaning assigned to such term in Section  2.06(c).  “Availability Period” means the period from and including the Effective Date to but  excluding the earlier of the Maturity Date and the date of termination of the Commitments.  “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  





 






  743242935 -5-     Union, the implementing law for such EEA Member Country from time to time which is described  in the EU Bail-In Legislation Schedule.  “Banking Services” means each and any of the following bank services provided or which  may be provided to any Loan Party or any Subsidiary thereof by any Lender or any of its Affiliates  (or Person that was a Lender or Affiliate of a Lender at the time it provided or began providing  such services):  (a) credit cards for commercial customers (including, without limitation,  “commercial credit cards” and purchasing cards), (b) stored value cards, (c) merchant processing  services and (d) treasury management services (including, without limitation, controlled  disbursement, automated clearinghouse transactions, return items, any direct debit scheme or  arrangement, overdrafts and interstate depository network services and cash pooling services).    “Banking Services Obligations” means any and all obligations of the Loan Parties,  whether absolute or contingent and howsoever and whensoever created, arising, evidenced or  acquired (including all renewals, extensions and modifications thereof and substitutions therefor)  in connection with Banking Services.  “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as  now and hereafter in effect, or any successor statute.  “Bankruptcy Event” means, with respect to any Person, when such Person becomes the  subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver,  conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person  charged with the reorganization or liquidation of its business appointed for it, or, in the good faith  determination of the Administrative Agent, has taken any action in furtherance of, or indicating its  consent to, approval of, or acquiescence in, any such proceeding or appointment or has had any  order for relief in such proceeding entered in respect thereof; provided that a Bankruptcy Event  shall not result solely by virtue of any ownership interest, or the acquisition of any ownership  interest, in such Person by a Governmental Authority or instrumentality thereof, unless such  ownership interest results in or provides such Person with immunity from the jurisdiction of courts  within the United States or from the enforcement of judgments or writs of attachment on its assets  or permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate,  disavow or disaffirm any contracts or agreements made by such Person.  “Benchmark Replacement” means the sum of: (a) the alternate benchmark rate (which  may be a SOFR-Based Rate) that has been selected by the Administrative Agent and the Borrowers  giving due consideration to (i) any selection or recommendation of a replacement rate or the  mechanism for determining such a rate by the Relevant Governmental Body and/or (ii) any  evolving or then-prevailing market convention for determining a rate of interest as a replacement  to the LIBO Rate for U.S. dollar-denominated syndicated credit facilities and (b) the Benchmark  Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would  be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this  Agreement; provided further that any such Benchmark Replacement shall be administratively  feasible as determined by the Administrative Agent in its sole discretion.  “Benchmark Replacement Adjustment” means the spread adjustment, or method for  calculating or determining such spread adjustment (which may be a positive or negative value or    743242935 -6-     zero) that has been selected by the Administrative Agent and the Borrowers giving due  consideration to (i) any selection or recommendation of a spread adjustment, or method for  calculating or determining such spread adjustment, for the replacement of the LIBO Rate with the  applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body and/or (ii)  any evolving or then-prevailing market convention for determining a spread adjustment, or method  for calculating or determining such spread adjustment, for the replacement of the LIBO Rate with  the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit  facilities at such time (for the avoidance of doubt, such Benchmark Replacement Adjustment shall  not be in the form of a reduction to the Applicable Rate).  “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark  Replacement, any technical, administrative or operational changes (including changes to the  definition of “Alternate Base Rate,” the definition of “Interest Period,” timing and frequency of  determining rates and making payments of interest and other administrative matters) that the  Administrative Agent decides in its reasonable discretion may be appropriate to reflect the  adoption and implementation of such Benchmark Replacement and to permit the administration  thereof by the Administrative Agent in a manner substantially consistent with market practice (or,  if the Administrative Agent decides that adoption of any portion of such market practice is not  administratively feasible or if the Administrative Agent determines that no market practice for the  administration of the Benchmark Replacement exists, in such other manner of administration as  the Administrative Agent decides is reasonably necessary in connection with the administration of  this Agreement).   “Benchmark Replacement Date” means the earlier to occur of the following events with  respect to the LIBO Rate for dollars:  (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the  later of (a) the date of the public statement or publication of information referenced therein and (b)  the date on which the administrator of the LIBO Screen Rate for dollars permanently or indefinitely  ceases to provide such LIBO Screen Rate; or  (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of  the public statement or publication of information referenced therein.  “Benchmark Transition Event” means the occurrence of one or more of the following  events with respect to the LIBO Rate for dollars:  (1) a public statement or publication of information by or on behalf of the administrator of  the LIBO Screen Rate for dollars announcing that such administrator has ceased or will cease to  provide such LIBO Screen Rate, permanently or indefinitely, provided that, at the time of such  statement or publication, there is no successor administrator that will continue to provide such  LIBO Screen Rate;  (2) a public statement or publication of information by the regulatory supervisor for the  administrator of the LIBO Screen Rate for dollars, the U.S. Federal Reserve System, an insolvency  official with jurisdiction over the administrator for such LIBO Screen Rate, a resolution authority  with jurisdiction over the administrator for such LIBO Screen Rate or a court or an entity with  





 






  743242935 -7-     similar insolvency or resolution authority over the administrator for such LIBO Screen Rate, in  each case which states that the administrator of such LIBO Screen Rate has ceased or will cease  to provide such LIBO Screen Rate permanently or indefinitely, provided that, at the time of such  statement or publication, there is no successor administrator that will continue to provide such  LIBO Screen Rate; and/or  (3) a public statement or publication of information by the regulatory supervisor for the  administrator of the LIBO Screen Rate for dollars announcing that such LIBO Screen Rate is no  longer representative.  “Benchmark Transition Start Date” means (a) in the case of a Benchmark Transition  Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark  Transition Event is a public statement or publication of information of a prospective event, the  90th day prior to the expected date of such event as of such public statement or publication of  information (or if the expected date of such prospective event is fewer than 90 days after such  statement or publication, the date of such statement or publication) and (b) in the case of an Early  Opt-in Election, the date specified by the Administrative Agent or the Required Lenders, as  applicable, by notice to the Borrowers, the Administrative Agent (in the case of such notice by the  Required Lenders) and the Lenders.  “Benchmark Unavailability Period” means, if a Benchmark Transition Event and its  related Benchmark Replacement Date have occurred with respect to the LIBO Rate for dollars and  solely to the extent that such LIBO Rate has not been replaced with a Benchmark Replacement,  the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at  such time, no Benchmark Replacement has replaced such LIBO Rate for all purposes hereunder  in accordance with Section 2.14 and (y) ending at the time that a Benchmark Replacement has  replaced such LIBO Rate for all purposes hereunder pursuant to Section 2.14.  “Beneficial Ownership Certification” means a certification regarding beneficial  ownership or control as required by the Beneficial Ownership Regulation.  “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.  “Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of  ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to  which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of  the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the  Code) the assets of any such “employee benefit plan” or “plan”.  “Borrowers” means, collectively, Lippert and each Foreign Borrower..  “Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued  on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in  effect, and (b) a Term Loan of the same Type, made, converted or continued on the same date and,  in the case of Eurocurrency Loans, as to which a single Interest Period is in effect.    743242935 -8-     “Borrowing Request” means a request by any Borrower for a Revolving Borrowing in  accordance with Section 2.03, which shall be substantially in the form of Exhibit B or any other  form approved by the Administrative Agent.  “Business Day” means any day that is not a Saturday, Sunday or other day on which  commercial banks in New York City are authorized or required by law to remain closed; provided  that, when used in connection with a Eurocurrency Loan, the term(a) in relation to the calculation  or computation of LIBOR, “Business Day” shall also excludemean any day (other than a Saturday  or a Sunday) on which banks are not open for dealingsbusiness in dollar deposits in the London  interbank marketLondon and (b) in relation to Loans denominated in Euros and in relation to the  calculation or computation of EURIBOR, “Business Day” shall mean any day which is a TARGET  Day.  “Calculation Date” means (a) the first Business Day preceding each date on which a  Borrowing or a Letter of Credit denominated in Pounds Sterling occurs or is issued or increased,  respectively, (b) the second Business Day preceding each date on which a Borrowing or a Letter  of Credit denominated in any Alternative Currency (other than Pounds Sterling) occurs or is issued  or increased, respectively, and (c) the last Business Day of each calendar quarter unless, during  the five (5) Business Day period prior to such last Business Day of such calendar quarter, a  Calculation Date occurred pursuant to either clause (a) or (b) of this definition.  “Canadian Dollar” means lawful money of Canada.  “Canadian Prime Rate” means, on any day, the rate determined by the Administrative  Agent to be the higher of (i) the rate equal to the PRIMCAN Index rate that appears on the  Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN  Index is not published by Bloomberg, any other information services that publishes such index  from time to time, as selected by the Administrative Agent in its reasonable discretion) and (ii) the  average rate for thirty (30) day Canadian Dollar bankers’ acceptances that appears on the Reuters  Screen CDOR Page (or, in the event such rate does not appear on such page or screen, on any  successor or substitute page or screen that displays such rate, or on the appropriate page of such  other information service that publishes such rate from time to time, as selected by the  Administrative Agent in its reasonable discretion) at 10:15 a.m. Toronto time on such day, plus  1% per annum; provided, that if any the above rates shall be less than zero, such rate shall be  deemed to be zero for purposes of this Agreement. Any change in the Canadian Prime Rate due to  a change in the PRIMCAN Index or the CDOR shall be effective from and including the effective  date of such change in the PRIMCAN Index or CDOR, respectively.  “Capital Expenditures” means, for any period, the sum of all amounts that would, in  accordance with GAAP, be included as capital expenditures on the consolidated statement of cash  flows for the Company and its consolidated Subsidiaries during such period (including the amounts  of assets leased under any Capital Lease Obligation during such period), less the net proceeds  received by such Persons during such period from sales of fixed tangible assets as reflected on the  consolidated statement of cash flow for that period.   “Capital Lease Obligations” of any Person means the obligations of such Person to pay  rent or other amounts under any lease of (or other arrangement conveying the right to use) real or  





 






  743242935 -9-     personal property, or a combination thereof, which obligations are required to be classified and  accounted for as capital leases or financing leases on a balance sheet of such Person under GAAP,  and the amount of such obligations shall be the capitalized amount thereof determined in  accordance with GAAP.  “CDOR Screen Rate” means on any day for the relevant Interest Period, the annual rate of  interest equal to the average rate applicable to Canadian dollar Canadian bankers’ acceptances for  the applicable period that appears on the “Reuters Screen CDOR Page” as defined in the  International Swap Dealer Association, Inc. definitions, as modified and amended from time to  time (or, in the event such rate does not appear on such page or screen, on any successor or  substitute page or screen that displays such rate, or on the appropriate page of such other  information service that publishes such rate from time to time, as selected by the Administrative  Agent in its reasonable discretion), rounded to the nearest 1/100th of 1% (with .005% being  rounded up), as of 10:15 a.m. Toronto local time on the first day of such Interest Period and, if  such day is not a business day, then on the immediately preceding business day (as adjusted by  Administrative Agent after 10:15 a.m. Toronto local time to reflect any error in the posted rate of  interest or in the posted average annual rate of interest).  If the CDOR Screen Rate shall be less  than zero, the CDOR Screen Rate shall be deemed to be zero for purposes of this Agreement.  “Central Bank Rate” means, (A) the greater of (i) for any Loan denominated in (a) Euro,  one of the following three rates as may be selected by the Administrative Agent in its reasonable  discretion: (1) the fixed rate for the main refinancing operations of the European Central Bank (or  any successor thereto), or, if that rate is not published, the minimum bid rate for the main  refinancing operations of the European Central Bank (or any successor thereto), each as published  by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the  marginal lending facility of the European Central Bank (or any successor thereto), as published by  the European Central Bank (or any successor thereto) from time to time or (3) the rate for the  deposit facility of the central banking system of any Participating Member State, as published by  the European Central Bank (or any successor thereto) from time to time and (b) any other  Alternative Currency determined after the Effective Date, a central bank rate as determined by the  Administrative Agent in its reasonable discretion and (ii) 0.00%; plus (B) the applicable Central  Bank Rate Adjustment.   “Central Bank Rate Adjustment” means, for any day, for any Loan denominated in (a)  Euro, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the  average of the EURIBOR Rate for the five most recent Business Days preceding such day for  which the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and  the lowest EURIBOR Rate applicable during such period of five Business Days) minus (ii) the  Central Bank Rate in respect of Euro in effect on the last Business Day in such period, and (b) any  other Alternative Currency, a Central Bank Rate Adjustment as determined by the Administrative  Agent in its reasonable discretion. For purposes of this definition, (x) the term Central Bank Rate  shall be determined disregarding clause (B) of the definition of such term and (y) the EURIBOR  Rate on any day shall be based on the EURIBOR Screen Rate on such day at approximately the  time referred to in the definition of such term for deposits in Euros for a maturity of one month  (or, in the event the EURIBOR Screen Rate for deposits in Euros is not available for such maturity  of one month, shall be based on the EURIBOR Interpolated Rate as of such time); provided that if  such rate shall be less than 0.00%, such rate shall be deemed to be 0.00%.    743242935 -10-      “CFC” shall have the meaning set forth in Section 5.10.  “Change in Control” means (a) the acquisition of ownership, directly or indirectly,  beneficially or of record, by any Person or group (within the meaning of the Securities Exchange  Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof, excluding  management personnel as listed in the proxy statement dated April 10, 2018 of the Company), of  Equity Interests representing more than 35% of the aggregate ordinary voting power represented  by the issued and outstanding Equity Interests of the Company; (b) the acquisition after the  Effective Date of direct or indirect Control of the Company by any Person or group; (c) the failure  of (i) the Company to directly own 100% of the Equity Interests of Lippert or (ii) each of the  Company and Lippert to own, directly or indirectly, 100% of the Equity Interests of any Foreign  Borrower (other than directors’ qualifying shares as required by law), except in the case of this  clause (ii) as a result of a transaction permitted by Section 6.03 of this Agreement.  “Change in Law” means the occurrence after the date of this Agreement or, with respect  to any Lender, such later date on which such Lender becomes a party to this Agreement) of (a) the  adoption of or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule,  regulation or treaty or in the administration, interpretation, implementation or application thereof  by any Governmental Authority or (c) compliance by any Lender or Issuing Bank (or, for purposes  of Section 2.15(b), by any lending office of such Lender or by such Lender’s or Issuing Bank’s  holding company, if any) with any request, guideline or directive (whether or not having the force  of law) of any Governmental Authority made or issued after the date of this Agreement; provided  that, notwithstanding anything herein to the contrary,  (x) the Dodd-Frank Wall Street Reform and  Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in  connection therewith or in the implementation thereof and (y) all requests, rules, guidelines or  directives promulgated by the Bank for International Settlements, the Basel Committee on Banking  Supervision (or any successor or similar authority) or the United States or foreign regulatory  authorities, in each case pursuant to Basel III, shall, in each case, be deemed to be a “Change in  Law,” regardless of the date enacted, adopted, issued or implemented.  “Charges” has the meaning assigned to it in Section 9.14.  “Class” when used in reference to (a) any Loan or Borrowing, refers to whether such Loan,  or the Loans comprising such Borrowing, are Revolving Loans, Term Loans, or Incremental Term  Loans and (b) any Commitment, refers to whether such Commitment is a Revolving Commitment,  a Term Loan Commitment or a Incremental Term Loan Commitment.  “Code” means the Internal Revenue Code of 1986, as amended.  “Collateral” means any property or rights in which, pursuant to the Security Documents,  there has been granted (or purported to have been granted) to the Collateral Agent for the ratable  benefit of the Lenders, a security interest or hypothec.  “Collateral Agent” means JPMorgan Chase Bank, N.A., as Collateral Agent under the  Pledge Agreement.  “Commitment” means, with respect to each Lender, the sum of such Lender’s Revolving  Commitment, Term Loan Commitment and Incremental Term Loan Commitment.  





 






  743242935 -11-     “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.),  as amended from time to time, and any successor statute.   “Communications” has the meaning assigned to it in Section 8.03(c).  “Company” means LCI Industries, a Delaware corporation.  “Company Guarantee” means the Fourth Amended and Restated Guarantee Agreement,  dated as of April 27, 2016, between the Company and the Administrative Agent.  “Competitor” means any Person (including a Customer) that engages in the same or  substantially similar line or lines of business (whether in whole or in any part, vertically or  horizontally) as those lines of business in which the Company and its Subsidiaries are engaged as  of the Effective Date or such other reasonably related line or lines of business in which the  Company or any of its Subsidiaries may be engaged after the Effective Date, and which provides  products and/or services that are the same as, substantially similar to (in terms of type, brand or  purpose) or a competitive alternative for, the products and/or services offered by the Company and  its Subsidiaries as of the Effective Date or such other reasonably related or adjacent products  and/or services which the Company or any of its Subsidiaries offer after the Effective Date.  “Compounded SOFR” means the compounded average of SOFRs for the applicable  Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate  (which may include compounding in arrears with a lookback and/or suspension period as a  mechanism to determine the interest amount payable prior to the end of each Interest Period) being  established by the Administrative Agent in accordance with:   (1) the rate, or methodology for this rate, and conventions for this rate selected or  recommended by the Relevant Governmental Body for determining compounded SOFR; provided  that:  (2) if, and to the extent that, the Administrative Agent determines that Compounded SOFR  cannot be determined in accordance with clause (1) above, then the rate, or methodology for this  rate, and conventions for this rate that the Administrative Agent determines in its reasonable  discretion are substantially consistent with any evolving or then-prevailing market convention for  determining compounded SOFR for U.S. dollar-denominated syndicated credit facilities at such  time;  provided, further, that if the Administrative Agent decides that any such rate, methodology  or convention determined in accordance with clause (1) or clause (2) is not administratively  feasible for the Administrative Agent, then Compounded SOFR will be deemed unable to be  determined for purposes of the definition of “Benchmark Replacement.”  “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.  “Consolidated Indebtedness” means, as of the date of determination, without duplication,  all Indebtedness owed or guaranteed by any Loan Party and any of their respective Subsidiaries    743242935 -12-     (but shall not include the undrawn amount of any Letters of Credit), determined on a consolidated  basis in accordance with GAAP; provided that any deferred purchase price obligations of Lippert  (or any of its Subsidiaries) pursuant to the Furrion SPA, in an aggregate amount not to exceed  $100,000,000, shall not be considered Consolidated Indebtedness.  “Consolidated Interest Expense” means, for the period in issue all net interest expense of  the Company and its Subsidiaries, whether paid or accrued, without duplication, determined on a  consolidated basis in accordance with GAAP.  “Consolidated Net Worth” means Consolidated Total Assets minus total liabilities of the  Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.   “Consolidated Total Assets” means, as of the date of determination, the total assets of the  Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.   “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.  “Corresponding Tenor” with respect to a Benchmark Replacement means a tenor  (including overnight) having approximately the same length (disregarding business day  adjustment) as the applicable tenor for the applicable Interest Period with respect to the LIBO  Rate.  “Covered Entity” means any of the following:  (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12  C.F.R. § 252.82(b);  (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12  C.F.R.§ 47.3(b); or  (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12  C.F.R.§ 382.2(b).  “Covered Party” has the meaning assigned to it in Section 9.20.  “Credit Agreement Refinancing Indebtedness” means loans and commitments under this  Agreement incurred pursuant to a Refinancing Amendment, in each case, issued, incurred or  otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in  exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or part, existing  Revolving Loans (and Commitments) or Term Loans, or any then-existing Credit Agreement  Refinancing Indebtedness (“Refinanced Debt”); provided that (a) such Credit Agreement  Refinancing Indebtedness shall be documented pursuant to this Agreement and shall be pari passu  in right of payment and security with the then-existing Obligations, (b) such Credit Agreement  Refinancing Indebtedness shall have such economic terms, including maturity dates, amortization  schedules, interest rates, upfront fees and original discount, as may be agreed between Lippert and  





 






  743242935 -13-     the Lenders providing such Credit Agreement Refinancing Indebtedness; provided that the final  maturity date of such Credit Agreement Refinancing Indebtedness shall not be earlier than the  then-latest maturity date with respect to any then-existing commitments and loans hereunder, (c)  all other terms applicable to such Credit Agreement Refinancing Indebtedness (other than those  specified in clauses (a) and (b) above) shall not be more restrictive (taken as a whole) than those  applicable to the existing commitments and loans, except to the extent (i) this Agreement shall be  modified to grant the as the existing commitments and loans the benefit of such more restrictive  provisions, (ii) applicable solely to periods after the latest maturity date with respect to the existing  commitments and loans hereunder in effect at the time of incurrence or issuance of such Credit  Agreement Refinancing Indebtedness or (iii) as otherwise agreed by the Administrative Agent in  its reasonable discretion, (d) such Credit Agreement Refinancing Indebtedness shall not have a  greater principal amount than the principal amount of the applicable Refinanced Debt plus accrued  interest, fees, premiums (if any) and penalties thereon and fees, discounts and expenses associated  with the refinancing (or, in the case of any Credit Agreement Refinancing Indebtedness in the form  of Refinancing Revolving Commitments, shall not be in an amount greater than the aggregate  amount of revolving commitments constituting the applicable Refinanced Debt plus accrued  interest, fees, premiums (if any) and penalties thereon and fees, discounts and expenses associated  with the refinancing) and (e) such Refinanced Debt shall be repaid or repurchased, all accrued  interest, fees, premiums (if any) and penalties in connection therewith shall be paid, and all  commitments thereunder terminated, in each case to the extent of such refinancing on the date such  Credit Agreement Refinancing Indebtedness is incurred or obtained.   “Credit Exposure” means, as to any Lender at any time, the Dollar Equivalent of the sum  of (a) such Lender’s Revolving Credit Exposure at such time plus (b) an amount equal to the  aggregate principal amount of such Lender’s Term Loans outstanding at such time.   “Credit Extension” means the making of a Loan by a Lender or the issuance or amendment  of any Letter of Credit by each Issuing Bank.  “Credit Party” means the Administrative Agent, each Issuing Bank or any other Lender.  “Customer” means any Person as to which, with or to whom, within the 24-month period  immediately preceding the date of determination: (i) any products or services were provided by  the Company or any of its Subsidiaries, or (ii) any contract was entered into with the Company or  any of its Subsidiaries for the provision of any products or services to such Person by the Company  or such Subsidiary; provided in each case that any such products or services are substantially  similar to or reasonably related or adjacent to products or services being offered by the Company  or any Subsidiary on the Effective Date or such other reasonably related or adjacent products  and/or services which the Company or any of its Subsidiaries offer after the Effective Date.  “Debt Service Coverage Ratio” means, on any date, the ratio of (i) (A) EBITDA of the  Company and its Subsidiaries for the period of four consecutive fiscal quarters ending on or most  recently prior to such date minus (B) Capital Expenditures made by the Company and its  Subsidiaries during such four fiscal quarter period minus (C) cash taxes paid by the Company and  its Subsidiaries for such period minus (D) the aggregate amount of Restricted Payments (excluding  common stock dividends and inter-company Restricted Payments), to (ii) the sum of (A) the    743242935 -14-     current portion of Consolidated Indebtedness (as determined as of such date) plus (B) the  Consolidated Interest Expense for such period.  “Default” means any event or condition which constitutes an Event of Default or which  upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.  “Default Right” has the meaning assigned to that term in, and shall be interpreted in  accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.  “Defaulting Lender” means any Lender that (a) has failed, within two Business Days of  the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of  its participations in Letters of Credit or (iii) pay over to any Credit Party any other amount required  to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the  Administrative Agent in writing that such failure is the result of such Lender’s good faith  determination that a condition precedent to funding (specifically identified and including the  particular default, if any) has not been satisfied, (b) has notified any Borrower or any Credit Party  in writing, or has made a public statement to the effect, that it does not intend or expect to comply  with any of its funding obligations under this Agreement (unless such writing or public statement  indicates that such position is based on such Lender’s good faith determination that a condition  precedent (specifically identified and including the particular default, if any) to funding a loan  under this Agreement cannot be satisfied) or generally under other agreements in which it commits  to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting  in good faith, to provide a certification in writing from an authorized officer of such Lender that it  will comply with its obligations (and is financially able to meet such obligations as of the date of  certification) to fund prospective Loans and participations in then outstanding Letters of Credit  under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant  to this clause (c) upon such Credit Party’s receipt of such certification in form and substance  satisfactory to it and the Administrative Agent, or (d) has become the subject of (A) a Bankruptcy  Event or (B) a Bail-In Action.  “Designated Lender” has the meaning assigned to it in Section 2.07(c).   “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (in  one transaction or in a series of transactions and whether effected pursuant to a Division or  otherwise) of any property by any Person (including any sale and leaseback transaction and any  issuance of Equity Interests by a Subsidiary of such Person), including any sale, assignment,  transfer or other disposal, with or without recourse, of any notes or accounts receivable or any  rights and claims associated therewith.  “Disqualified Institution” means, on any date, any Person that is a Competitor of the  Company, Lippert or any of their respective Subsidiaries and that is designated by Lippert as a  “Disqualified Institution” by written notice delivered to the Administrative Agent (a) on or prior  to the date hereof or (b) not less than ten Business Days prior to such date; provided that  “Disqualified Institutions” shall exclude any Person that Lippert has designated as no longer being  a “Disqualified Institution” by written notice delivered to the Administrative Agent from time to  time.  





 






  743242935 -15-     “Dividing Person” has the meaning assigned to it in the definition of “Division”.  “Division” means the division of the assets, liabilities and/or obligations of a Person (the  “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or  similar arrangement), which may or may not include the Dividing Person and pursuant to which  the Dividing Person may or may not survive.  “Division Successor” means any Person that, upon the consummation of a Division of a  Dividing Person, holds all or any portion of the assets, liabilities and/or obligations previously held  by such Dividing Person immediately prior to the consummation of such Division. A Dividing  Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed  a Division Successor upon the occurrence of such Division.  “Dollar Equivalent” means, for any amount, at the time of determination thereof, (a) if  such amount is expressed in dollars, such amount, (b) if such amount is expressed in an Alternative  Currency, the equivalent of such amount in dollars determined by using the rate of exchange for  the purchase of dollars with the Alternative Currency last provided (either by publication or  otherwise provided to the Administrative Agent) by the applicable Thomson Reuters Corp.  (“Reuters”) source on the Business Day (Central time)  immediately preceding the date of  determination or if such service ceases to be available or ceases to provide a rate of exchange for  the purchase of dollars with the Alternative Currency, as provided by such other publicly available  information service which provides that rate of exchange at such time in place of Reuters chosen  by the Administrative Agent in its reasonable discretion (or if such service ceases to be available  or ceases to provide such rate of exchange, the equivalent of such amount in dollars as determined  by the Administrative Agent using any method of determination it deems appropriate in its  reasonable discretion) and (c) if such amount is denominated in any other currency, the equivalent  of such amount in dollars as determined by the Administrative Agent using any method of  determination it deems appropriate in its reasonable discretion.  “dollars” or “$” refers to lawful money of the United States of America.  “Domestic Subsidiary” means any Subsidiary incorporated or organized under the laws of  the U.S., any state thereof or the District of Columbia.  “Dutch Borrower” means LCI Industries C.V., LCI Industries B.V. and each other Person  organized under the laws of the Netherlands that joins this Agreement as a Foreign Borrower.  “Early Opt-in Election” means the occurrence of:  (1) (i) a determination by the Administrative Agent or (ii) a notification by the Required  Lenders to the Administrative Agent (with a copy to the Borrowers) that the Required Lenders  have determined that U.S. dollar-denominated syndicated credit facilities being executed at such  time, or that include language similar to that contained in Section 2.14 are being executed or  amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBO  Rate, and  (2) (i) the election by the Administrative Agent or (ii) the election by the Required Lenders  to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the    743242935 -16-     Administrative Agent of written notice of such election to the Borrowers and the Lenders or by  the Required Lenders of written notice of such election to the Administrative Agent.  “EBITDA” means, for any period, Net Income for such period plus (a) without duplication  and to the extent deducted in determining Net Income for such period, the sum of (i) Consolidated  Interest Expense for such period, (ii) income tax expense for such period net of tax refunds, (iii)  all amounts attributable to depreciation and amortization expense for such period, (iv) any  extraordinary losses or charges for such period, (v) any other non-cash charges for such period  (but excluding any non-cash charge in respect of an item that was included in Net Income in a  prior period), and (vi) transactions costs (including fees and premiums (x) related to the Loan  Documents, the Prudential Shelf Agreement and related documents and the transactions  contemplated thereby, (y) in connection with the issuance or offering of Equity Interests,  acquisitions and similar investments, dispositions of any Person or all or substantially all of the  assets or division or product line of any Person, recapitalizations, mergers, consolidations or  amalgamations, option buyouts or incurrences, repayments, refinancings, amendments or  modifications of Indebtedness (including any amortization or write-off of debt issuance or deferred  financing costs, premiums and prepayment penalties) or similar transactions (or any of the  foregoing transactions that are proposed and not consummated) and (z) related to any Permitted  Bond Hedge Transactions, Permitted Convertible Notes, Permitted Warrant Transactions and  related documents and the transactions contemplated thereby), in an aggregate amount under this  clause (vi) not to exceed $5,000,000 in any period of four consecutive fiscal quarters minus (b)  without duplication and to the extent included in Net Income, (i) any cash payments made during  such period in respect of non-cash charges described in clause (a)(v) taken in a prior period and  (ii) any extraordinary gains and any non-cash items of income for such period, all calculated for  the Company and its Subsidiaries on a consolidated basis in accordance with GAAP, and plus (or  minus) adjustments for acquisitions and dispositions as set forth in the definition of Pro Forma  Basis.  “EEA Financial Institution” means (a) any institution 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 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.  “Effective Date” means the date on which the conditions specified in Section 4.01 are  satisfied (or waived in accordance with Section 9.02).  





 






  743242935 -17-     “Electronic Signature” means an electronic sound, symbol, or process attached to, or  associated with, a contract or other record and adopted by a Person with the intent to sign,  authenticate or accept such contract or record.  “EMU Legislation” means the legislative measures of the European Union for the  introduction or changeover to, or operation of, the Euro in one or more member states.   “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders,  decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into  by any Governmental Authority, relating in any way to (i) the environment, (ii) preservation or  reclamation of natural resources, (iii) the management, release or threatened release of any  Hazardous Material or (iv) health and safety matters.  “Environmental Liability” means any liability, contingent or otherwise (including any  liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the  Company 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 shares of capital stock, partnership interests, membership  interests in a limited liability company, beneficial interests in a trust or other equity ownership  interests in a Person, and any warrants, options or other rights entitling the holder thereof to  purchase or acquire any such equity interest, but excluding any debt securities convertible into any  of the foregoing.  “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from  time to time, and the rules and regulations promulgated thereunder.  “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together  with the Company, is treated as a single employer under Section 414(b) or (c) of the Code or  Section 4001(14) of ERISA or, solely for purposes of Section 302 of ERISA and Section 412 of  the Code, is treated as a single employer under Section 414 of the Code.  “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or  the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day  notice period is waived); (b) the failure to satisfy the “minimum funding standard” (as defined in  Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant  to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the  minimum funding standard with respect to any Plan; (d) the incurrence by the Company or any of  its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of  any Plan; (e) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan  administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a  trustee to administer any Plan; (f) the incurrence by the Company or any of its ERISA Affiliates  of any liability with respect to the withdrawal or partial withdrawal of the Company or any of its    743242935 -18-     ERISA Affiliates from any Plan or Multiemployer Plan; or (g) the receipt by the Company or any  ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Company or any  ERISA Affiliate of any notice, concerning the imposition upon the Company or any of its ERISA  Affiliates of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected  to be, insolvent, within the meaning of Title IV of ERISA.  “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published  by the Loan Market Association (or any successor Person), as in effect from time to time.  “EURIBOR Interpolated Rate” means, at any time, with respect to any Eurocurrency  Borrowing denominated in Euros and for any Interest Period, the rate per annum (rounded to the  same number of decimal places as the EURIBOR Screen Rate) determined by the Administrative  Agent (which determination shall be conclusive and binding absent manifest error) to be equal to  the rate that results from interpolating on a linear basis between: (a) the EURIBOR Screen Rate  for the longest period (for which the EURIBOR Screen Rate is available for Euros) that is shorter  than the Impacted EURIBOR Rate Interest Period; and (b) the EURIBOR Screen Rate for the  shortest period (for which the EURIBOR Screen Rate is available for Euros) that exceeds the  Impacted EURIBOR Rate Interest Period, in each case, at such time; provided that, if any  EURIBOR Interpolated Rate shall be less than 0.00%, such rate shall be deemed to be 0.00% for  the purposes of this Agreement.  “EURIBOR Rate” means, with respect to any Eurocurrency Borrowing denominated in  Euros and for any Interest Period, the EURIBOR Screen Rate at approximately 11:00 a.m.,  Brussels time, two TARGET Days prior to the commencement of such Interest Period; provided  that, if the EURIBOR Screen Rate shall not be available at such time for such Interest Period (an  “Impacted EURIBOR Rate Interest Period”) with respect to Euros then the EURIBOR Rate shall  be the EURIBOR Interpolated Rate.  “EURIBOR Screen Rate” means the euro interbank offered rate administered by the  European Money Markets Institute (or any other person which takes over the administration of  that rate) for the relevant period displayed (before any correction, recalculation or republication  by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement  Thomson Reuters page which displays that rate) or on the appropriate page of such other  information service which publishes that rate from time to time in place of Thomson Reuters as of  11:00 a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period.   If such page or service ceases to be available, the Administrative Agent may specify another page  or service displaying the relevant rate after consultation with the Borrowers.  If the EURIBOR  Screen Rate shall be less than 0.00%, the EURIBOR Screen Rate shall be deemed to be 0.00% for  purposes of this Agreement.  “Euro” means the single currency unit of the participating states of the European Union as  constituted by the Treaty on European Union and as referred to in the EMU Legislation.  “Eurocurrency” when used in reference to any Loan or Borrowing, refers to whether such  Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by  reference to the Adjusted LIBO Rate or the Adjusted EURIBOR Rate.  





 






  743242935 -19-     “Event of Default” has the meaning assigned to such term in Section 7.01.  “Exchange Rate” means on any day, with respect to any Alternative Currency, the rate at  which such Alternative Currency may be exchanged into dollars, as set forth at approximately  11:00 a.m., London time, on such day on the Reuters World Currency Page for such Alternative  Currency.  In the event that such rate does not appear on such day on any Reuters World Currency  Page, the Exchange Rate shall be determined by reference to such other publicly available service  for displaying exchange rates as may be agreed upon in writing by the Administrative Agent and  the applicable Borrower, or, in the absence of such agreement, such Exchange Rate shall instead  be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market  where its Alternative Currency exchange operations in respect of such Alternative Currency are  then being conducted, at or about 11:00 a.m., London time, on such date for the purchase of dollars  for delivery two (2) Business Days later; provided that if at the time of any such determination, for  any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with  the applicable Borrower, may use any reasonable method it deems appropriate to determine such  rate, and such determination shall be conclusive absent manifest error.  “Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation  if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by  such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof)  is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the  Commodity Futures Trading Commission (or the application or official interpretation of any  thereof) (a) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract  participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time  the Guarantee of such Guarantor or the grant of such security interest becomes or would become  effective with respect to such Swap Obligation or (b) in the case of a Swap Obligation subject to  a clearing requirement pursuant to Section 2(h) of the Commodity Exchange Act (or any successor  provision thereto), because such Guarantor is a “financial entity,” as defined in Section  2(h)(7)(C)(i) the Commodity Exchange Act (or any successor provision thereto), at the time the  Guarantee of such Guarantor becomes or would become effective with respect to such related  Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one  swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable  to swaps for which such Guarantee or security interest is or becomes illegal.   “Excluded Taxes” means any of the following Taxes imposed on or with respect to a  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 applicable 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, Letter  of Credit or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires  such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment  request by the Company under Section 2.19(b)) or (ii) such Lender changes its lending office,  except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes  were payable either to such Lender’s assignor immediately before such Lender acquired the    743242935 -20-     applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately  before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply  with Section 2.17(f) and (d) any withholding Taxes imposed under FATCA.   “Existing Credit Agreement” has the meaning assigned to it in the recital to this  Agreement.  “Existing Letters of Credit” means those letters of credit issued for the account of Lippert  pursuant to the Existing Credit Agreement, which letters of credit are more particularly described  on Schedule 2.05.  “Existing Maturity Date” has the meaning assigned to such term in Section 2.21(a).  “Extending Lender” has the meaning assigned to such term in Section 2.21(b)(ii).  “Extension Request” means a written request from Lippert to the Administrative Agent  requesting an extension of the Maturity Date pursuant to Section 2.21.  “Facility” means, when referring to any facility of commitments and related loans  hereunder, shall mean, (i) the initial Revolving Loans and Revolving Commitments hereunder, (ii)  the Term Loans and Term Loan Commitments made pursuant to Incremental Amendment No. 1,  (iii) any Facility of Refinancing Loans and Commitments resulting from a Refinancing  Amendment, (iv) any Facility of Refinancing Term Loans resulting from a Refinancing  Amendment, (v) any facility of Incremental Term Loans and (vi) any Facility resulting from an  extension of the maturity of all or a portion of any then-existing Facility of commitments and  related loans hereunder.  “Fair Market Value” means at any time and with respect to any property, the sale value of  such property that would reasonably be estimated to be realized in an arm’s-length sale at such  time between an informed and willing buyer and an informed and willing seller (neither being  under a compulsion to buy or sell) as determined by the Company or the relevant Subsidiary in  good faith.   “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement  (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  agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory  legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or  convention among Governmental Authorities and implementing such Sections of the Code.  “Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB  based on such day’s federal funds transactions by depositary institutions, as determined in such  manner as shall be set forth on the Federal Reserve Bank of New York’s Website from time to  time, and published on the next succeeding Business Day by the NYFRB as the effective federal  funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than  zero, such rate shall be deemed to zero for the purposes of this Agreement.  





 






  743242935 -21-     “Federal Reserve Bank of New York’s Website” means the website of the NYFRB at  http://www.newyorkfed.org, or any successor source.  “Federal Reserve Board” means the Board of Governors of the Federal Reserve System  of the United States of America.  “Financial Officer” means the chief financial officer, principal accounting officer,  treasurer or controller of the Company.  “Fitch” means Fitch Ratings Inc.  “Foreign Borrower” shall have the meaning set forth in Section 1.07, and shall include  each Dutch Borrower and each other Person joined to this Agreement as a Foreign Borrower.  “Foreign Borrower Sublimit” means an amount equal to $400,000,000.  “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.  “Foreign Borrower” shall have the meaning set forth in Section 1.07, and shall include  each Dutch Borrower and each other Person joined to this Agreement as a Foreign Borrower.  “Foreign Borrower Sublimit” means an amount equal to $250,000,000.  “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.  “Furrion SPA” means that certain Share Purchase Agreement, dated as of August 4, 2021,  among Lippert and the shareholders of Furrion Holdings Limited, a Hong Kong private company  limited by shares.   “GAAP” means generally accepted accounting principles in the United States of America  or the Netherlands, as applicable.  “Governmental Authority” means the government of the United States of America, any  other nation or any political subdivision thereof, whether state 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.  “Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or  otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any  Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner,  whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a)  to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness  or other obligation or to purchase (or to advance or supply funds for the purchase of) any security  for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of    743242935 -22-     assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain  working capital, equity capital or any other financial statement condition or liquidity of the primary  obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as  an account party in respect of any letter of credit or letter of guaranty issued to support such  Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for  collection or deposit in the ordinary course of business.  “Guarantee Agreement” means, collectively, the Company Guarantee and the Subsidiary  Guarantee.  “Guarantor” means each of (i) the Company, (ii) each Person listed on Schedule 2.01C  hereto and identified as a Guarantor, and (iii) each Person who is required to become a Guarantor  pursuant to Section 5.10.  “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.  “IBA” has the meaning assigned to such term in Section 1.05.  “Immaterial Subsidiary” means any Subsidiary whose revenues and assets constitute less  than 2.5% of the total consolidated revenues and assets, respectively, of the Company and its  Subsidiaries; provided if at any time Subsidiaries that would constitute Immaterial Subsidiaries  shall in the aggregate shall not have revenues or assets constituting more than 15% of the total  consolidated revenues or assets, respectively, of the Company and its Subsidiaries, the Company  shall designate sufficient Subsidiaries as not being “Immaterial Subsidiaries” to eliminate such  excess, and such designated Subsidiaries shall for all purposes of this Agreement not constitute  Immaterial Subsidiaries; provided further that in the absence of such designation by the Company,  all such Subsidiaries shall be deemed not to be “Immaterial Subsidiaries”.    “Impacted EURIBOR Rate Interest Period” has the meaning assigned to such term in the  definition of “EURIBOR Rate.”   “Impacted LIBOR Rate Interest Period” has the meaning assigned to it in the definition  of “LIBO Rate.”  “Increase Effective Date” has the meaning assigned to such term in Section 2.04(b).  “Incremental Amendment No. 1” means that certain Incremental Joinder and Amendment  No. 1, dated as of December 19, 2019, among the Loan Parties party thereto, the Lenders party  thereto and the Administrative Agent.  “Incremental Amendment No. 1 Effective Date” means the “Increase Effective Date” as  defined in Incremental Amendment No. 1.  “Incremental Term Loan” has the meaning assigned to it in Section 2.04(a).   





 






  743242935 -23-     “Incremental Term Loan Commitment” has the meaning assigned to it in Section 2.04(a).  “Indebtedness” of any Person means, without duplication, (a) all obligations of such  Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations  of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of  such Person upon which interest charges are customarily paid, (d) all obligations of such Person  under conditional sale or other title retention agreements relating to property acquired by such  Person, (e) all obligations of such Person in respect of the deferred purchase price of property or  services (excluding (i) accrued expenses and current accounts payable incurred in the ordinary  course of business and (ii) liabilities associated with customer prepayments and deposits arising in  the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder  of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on  property owned or acquired by such Person, whether or not the Indebtedness secured thereby has  been assumed, provided that the amount of such Indebtedness which has not been assumed by such  Person shall be the lesser of (i) the amount of such obligation and (ii) the Fair Market Value of  such property, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease  Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an  account party in respect of letters of credit and letters of guaranty (other than performance  guaranties), and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’  acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity  (including any partnership in which such Person is a general partner) to the extent such Person is  liable therefor as a result of such Person’s ownership interest in or other relationship with such  entity, except to the extent the terms of such Indebtedness provide that such Person is not liable  therefor and, for the avoidance of doubt, shall exclude any Indebtedness under any Permitted Bond  Hedge Transactions and Permitted Warrant Transactions.  “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 (a) hereof, Other Taxes.  “Indemnitee” has the meaning assigned to it in Section 9.03(b).  “Ineligible Institution” has the meaning assigned to it in Section 9.04(b).  “Information” has the meaning assigned to it in Section 9.12.   “Interest Election Request” means a request by a Borrower to convert or continue a  Borrowing in accordance with Section 2.08, which shall be substantially in the form of Exhibit C  or any other form approved by the Administrative Agent.  “Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each  March, June, September and December and the Maturity Date and (b) with respect to any  Eurocurrency Loan, AUD Loan or CDOR Loan, the last day of each Interest Period applicable to  the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an  Interest Period of more than three months’ duration, each day prior to the last day of such Interest  Period that occurs at intervals of three months’ duration after the first day of such Interest Period,  and the Maturity Date.    743242935 -24-     “Interest Period” means with respect to any Eurocurrency Borrowing, AUD Screen Rate  Borrowing or CDOR Screen Rate Borrowing, the period commencing on the date of such  Borrowing and ending on the numerically corresponding day in the calendar month that is one,  two, three or six months (or, with the consent of each Lender, twelve months) thereafter (or, except  in the case of an AUD Screen Rate Borrowing, that is for a one week period (for which a three day  prior request shall be required)), as the applicable Borrower may elect; provided, that (i) if any  Interest Period would end on a day other than a Business Day, such Interest Period shall be  extended to the next succeeding Business Day unless, in the case of a Eurocurrency Borrowing  only, such next succeeding Business Day would fall in the next calendar month, in which case  such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period  pertaining to a Eurocurrency Borrowing that commences on the last Business Day of a calendar  month (or on a day for which there is no numerically corresponding day in the last calendar month  of such Interest Period) shall end on the last Business Day of the last calendar month of such  Interest Period.  For purposes hereof, the date of a Borrowing initially shall be the date on which  such Borrowing is made and, in the case of a Borrowing, thereafter shall be the effective date of  the most recent conversion or continuation of such Borrowing.  “Interpolated Rate” means, at any time, for any Interest Period, the rate per annum  (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the  Administrative Agent (which determination shall be conclusive and binding absent manifest error)  to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen  Rate for the longest period for which the LIBO Screen Rate is available for the applicable currency)  that is shorter than the Impacted LIBOR Rate Interest Period; and (b) the LIBO Screen Rate for  the shortest period (for which that LIBO Screen Rate is available for the applicable currency) that  exceeds the Impacted LIBOR Rate Interest Period, in each case, at such time.  “IR/FX Protection Merchant” shall mean a Lender or other financial institution which  provides IR/FX Hedging Agreements to a Loan Party for interest rate or foreign exchange rate  protection.   “IR/FX Hedging Agreement” shall mean a Swap Agreement between a Loan Party and  an IR/FX Protection Merchant which provides for interest rate or foreign exchange rate protection.    “IRS” means the United States Internal Revenue Service.  “Issuing Bank” means JPMorgan Chase Bank, N.A., Wells Fargo Bank, National  Association and any other Lender that agrees to act as an Issuing Bank, each in its capacity as the  issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section  2.06(i).  Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be  issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any  such Affiliate with respect to Letters of Credit issued by such Affiliate.  Each reference herein to  the “Issuing Bank” in connection with a Letter of Credit or other matter shall be deemed to be a  reference to the relevant Issuing Bank with respect thereto.  “Judgment Currency” has the meaning assigned to it in Section 9.18(b).  “Judgment Currency Conversion Date” has the meaning assigned to it in Section 9.18(b).  





 






  743242935 -25-     “LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of  Credit.  “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all  outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements  that have not yet been reimbursed by or on behalf of the Borrowers at such time.  The LC Exposure  of any Lender at any time shall be its Applicable Percentage of the LC Exposure at such time.  “LCI Industries B.V.” means LCI Industries B.V., a Netherlands limited liability company  (besloten vennootschap met beperkte aansprakelijkheid) having its statutory seat (statutaire zetel)  in Amsterdam, the Netherlands and registered with the Dutch Trade Register (Kamer van  Koophandel) under number 70655421.  “LCI Industries C.V.” means LCI Industries C.V., a Netherlands limited partnership  (commanditaire vennootschap) having its official seat in Elkhart Indiana, the United States and  registered with the Dutch Trade Register (Kamer van Koophandel) under number 70630518.  “Lender Parent” means, with respect to any Lender, any Person as to which such Lender  is, directly or indirectly, a subsidiary.  “Lenders” means the Persons listed on Schedule 2.01A and any other Person that shall  have become a party hereto pursuant to an Assignment and Assumption or otherwise, other than  any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or  otherwise.  Unless the context otherwise requires, the term “Lenders” includes the Issuing Banks.  “Lending Office” has the meaning assigned to it in Section 2.07(c).   “Letter of Credit” means any letter of credit issued pursuant to this Agreement and shall  include the Existing Letters of Credit.  “Letter of Credit Agreement” has the meaning assigned to it in Section 2.06(b).  “Letter of Credit Commitment” means, with respect to each Issuing Bank, the commitment  of such Issuing Bank to issue Letters of Credit hereunder.  The initial amount of each Issuing  Bank’s Letter of Credit Commitment is set forth on Schedule 2.01B, or if an Issuing Bank has  entered into an Assignment and Assumption or has otherwise assumed a Letter of Credit  Commitment after the Effective Date, the amount set forth for such Issuing Bank as its Letter of  Credit Commitment in the Register maintained by the Administrative Agent. The Letter of Credit  Commitment of an Issuing Bank may be modified from time to time by agreement between such  Issuing Bank and the applicable Borrower, with notice provided to the Administrative Agent.  As  of the Effective Date, the aggregate Letter of Credit Commitment is $50,000,000.  “LIBO Rate” means, with respect to any Eurocurrency Borrowing for any applicable  currency and for any Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London  time, two Business Days prior to the commencement of such Interest Period; provided that if the  LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted  LIBOR Rate Interest Period”) with respect to the applicable currency then the LIBO Rate shall  be the Interpolated Rate.    743242935 -26-     “LIBO Screen Rate”  means, for any day and time, with respect to any Eurocurrency  Borrowing for any applicable currency and for any Interest Period, the London interbank offered  rate as administered by ICE Benchmark Administration (or any other Person that takes over the  administration of such rate for U.S. Dollars for a period equal in length to such Interest Period as  displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays  such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor  or substitute page on such screen that displays such rate, or on the appropriate page of such other  information service that publishes such rate from time to time as selected by the Administrative  Agent in its reasonable discretion); provided that if the LIBO Screen Rate as so determined would  be less than zero, such rate shall be deemed to zero for the purposes of this Agreement.  “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,  hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of  a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement  (or any financing lease having substantially the same economic effect as any of the foregoing)  relating to such asset and (c) in the case of securities, any purchase option, call or similar right of  a third party with respect to such securities.  “Lippert” means Lippert Components, Inc., a Delaware corporation.  “Loan Documents” means this Agreement, the Notes or any other promissory notes  delivered pursuant hereto, the Security Documents, the Guarantee Agreements, the Subordination  Agreement, the Omnibus Reaffirmation, any applications heretofore or hereafter made in respect  of the Letter of Credit, and any instruments or agreements executed and delivered pursuant to any  of the foregoing, in each case as supplemented, amended or modified from time to time, and any  document, instrument, or agreement supplementing, amending, or modifying, or waiving any  provision of, any of the foregoing.  “Loan Party” means each Borrower and each Guarantor.  “Loans” means the loans made by the Lenders to the Borrowers pursuant to this  Agreement.  “Local Time” means (a) with respect to any extensions of credit hereunder denominated in  dollars, Chicago time, (b) with respect to any extensions of credit hereunder denominated in  Canadian Dollars, Australian Dollars, Pounds Sterling or Euro, Chicago time, and (c) with respect  to any extensions of credit denominated in any other Alternative Currency, the local time in the  place of settlement for such Alternative Currency or in such other location as may be determined  by the Administrative Agent or the applicable Issuing Bank, 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.   “Margin Stock” means margin stock within the meaning of Regulations T, U and X, as  applicable.  “Material Acquisition” means any (a) acquisition of property or series of related  acquisitions of property that constitutes assets comprising all or substantially all of an operating  unit, division or line of business or (b) acquisition of or other investment in the Equity Interests of  





 






  743242935 -27-     any Subsidiary or any person which becomes a Subsidiary or is merged or consolidated with any  Loan Party or any of its Subsidiaries, in each case, which involves the payment of consideration  by the Loan Parties and the other Subsidiaries of at least $125,000,000.   “Material Adverse Effect” means a material adverse effect on (a) the business, assets,  operations or financial condition of the Company and the Subsidiaries taken as a whole, (b) the  ability of any Borrower to perform any of its Obligations, (c) the validity or enforceability of this  Agreement or any of the other Loan Documents, or (d) the security interests taken as a whole  granted by the Security Documents.  “Material Indebtedness” means (a) Indebtedness (other than the Loans and Letters of  Credit and other than any Prudential Debt), or obligations in respect of one or more Swap  Agreements, of any one or more of the Borrowers and their Subsidiaries in a principal amount  exceeding $20,000,000 individual or $50,000,000 in the aggregate and (b) any Prudential Debt.   For purposes of determining Material Indebtedness, the “principal amount” of the obligations of  the Company or any Subsidiary in respect of any Swap Agreement at any time shall be the  maximum aggregate amount (giving effect to any netting agreements) that the Company or such  Subsidiary would be required to pay if such Swap Agreement were terminated at such time.  “Maturity Date” means, with respect to any Lender, the later of (a) December 14, 2023  and (b) if the maturity date is extended for such Lender pursuant to Section 2.21, such extended  maturity date as determined pursuant to such Section; provided, however, in each case, if such date  is not a Business Day, the Maturity Date shall be the next preceding Business Day.  “Maximum Rate” has the meaning assigned to it in Section 9.14.  “Moody’s” means Moody’s Investors Service, Inc.  “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of  ERISA.  “Net Income” means, for any period, the consolidated net income (or loss) determined for  the Company and its Subsidiaries, on a consolidated basis, in accordance with GAAP.   “Net Proceeds” means, with respect to any event, (a) the cash proceeds received in respect  of such event including (i) any cash received in respect of any non-cash proceeds (including any  cash payments received by way of deferred payment of principal pursuant to a note or installment  receivable or purchase price adjustment receivable or otherwise, but excluding any interest  payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and  (iii) in the case of a condemnation or similar event, condemnation awards and similar payments,  minus (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other  than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition  of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation  or similar proceeding), the amount of all payments required to be made as a result of such event to  repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory  prepayment as a result of such event and (iii) the amount of all taxes paid (or reasonably estimated  to be payable) and the amount of any reserves established to fund contingent liabilities reasonably  estimated to be payable, in each case during the year that such event occurred or the next    743242935 -28-     succeeding year and that are directly attributable to such event (as determined reasonably and in  good faith by a Financial Officer).   “New Subsidiary” has the meaning assigned to such term in Section 5.10.  “Non-Extending Lender” has the meaning assigned to such term in Section 2.21(a).   “Non-Extension Notice Date” has the meaning assigned to such term in Section 2.06(c).  “Note” means, as the context may require, either a Revolving Credit Note or a Term Loan  Note.  “Notes Collateral Agent” means the collateral agent for the Prudential Shelf Agreement  and the Prudential Notes.  “Notice of Rejection” has the meaning set forth in Section 1.07.   “NYFRB” means the Federal Reserve Bank of New York.  “NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in  effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day  that is not a Business Day, for the immediately preceding Business Day); provided that if none of  such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the  rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative  Agent from a federal funds broker of recognized standing selected by it; provided, further, that if  any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero  for purposes of this Agreement.  “Obligation Currency” has the meaning assigned to it in Section 9.18.  “Obligations” means all advances to, and debts, liabilities, obligations, covenants and  duties of, any Borrower or any Loan Party arising under any Loan Document or otherwise with  respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by  assumption), absolute or contingent, due or to become due, now existing or hereafter arising and  including interest and fees that accrue after the commencement by or against any Borrower 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 or allowable claims  in such proceeding.  Without limiting the foregoing, the Obligations include (a) the obligation to  pay principal, interest, Letter of Credit commissions, charges, expenses, fees, indemnities and  other amounts payable by the Borrowers under any Loan Document and (b)  unless otherwise  agreed upon in writing by each Lender, all Banking Services Obligations and all obligations of the  Loan Parties, monetary or otherwise, under each IR/FX Hedging Agreement with a Lender or an  Affiliate of a Lender.  Notwithstanding the foregoing, the definition of ‘Obligations’ shall not  create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support,  as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any  obligations of any Guarantor.  “Omnibus Reaffirmation” has the meaning assigned to such term in Section 4.01(a).  





 






  743242935 -29-     “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 Taxes  (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, Letter of Credit 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 2.19).  “Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight  federal funds and overnight Eurocurrency borrowings by U.S.-managed banking offices of  depository institutions, as such composite rate shall be determined by the NYFRB as set forth on  the Federal Reserve Bank of New York’s Website from time to time, and published on the next  succeeding Business Day by the NYFRB as an overnight bank funding rate.  “Participant” has the meaning assigned to such term in Section 9.04(c).  “Participant Register” has the meaning assigned to such term in Section 9.04(c).  “Participating Member State” means any member state of the European Union that has  the euro as its lawful currency in accordance with legislation of the European Union relating to  Economic and Monetary Union.  “Party” has the meaning assigned to such term in Section 2.17(h).  “Patriot Act” has the meaning assigned to it in Section 9.16.  “Payment” has the meaning assigned to it in Section 8.06(c).  “Payment Notice” has the meaning assigned to it in Section 8.06(c).   “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in  ERISA and any successor entity performing similar functions.  “Permitted Acquisition” has the meaning assigned to such term in Section 6.05(e).  “Permitted Bond Hedge Transaction” means any call or capped call option (or  substantively equivalent derivative transaction) on the Company’s common stock purchased by  the Company in connection with the issuance of any Permitted Convertible Notes; provided that  the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the  Company from the sale of any related Permitted Warrant Transaction, does not exceed the net  proceeds received by the Borrower from the sale of such Permitted Convertible Notes issued in  connection with the Permitted Bond Hedge Transaction.     743242935 -30-     “Permitted Convertible Notes” means any unsecured notes issued by the Company and  permitted at the time of issuance pursuant to Section 6.01 that are convertible into a fixed number  (subject to customary anti-dilution adjustments, “make whole” increases and other customary  changes thereto) of shares of common stock of the Company (or other securities or property  following a merger event or other change of the common stock of the Company), cash or any  combination thereof (with the amount of such cash or such combination determined by reference  to the market price of such common stock or such other securities); provided that the Indebtedness  thereunder must satisfy each of the following conditions: (i) such Indebtedness is scheduled to  mature after, and does not require any scheduled amortization or other scheduled payments of  principal prior to, and does not permit any Loan Party to elect optional redemption or optional  acceleration that would be settled on a date prior to, the date that is ninety one (91) days after the  Maturity Date as of the date such Indebtedness is issued (it being understood that neither (x) any  provision requiring an offer to purchase such Indebtedness as a result of change of control or other  fundamental change nor (y) any early conversion of, or any satisfaction of a condition to  conversion of, any Permitted Convertible Notes in accordance with the terms thereof, in either  case, shall violate the foregoing restriction), (ii) such Indebtedness is not guaranteed by any  Subsidiary of the Company other than a Loan Party and (iii) the terms, conditions and covenants  of such Indebtedness must be customary for convertible Indebtedness of such type (as determined  by the board of directors of the Company, or a committee thereof, in good faith).   “Permitted Encumbrances” means:  (a) Liens imposed by law for Taxes that are not yet due or are being contested in  compliance with Section 5.04;  (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction  and other like Liens imposed by law, arising in the ordinary course of business and securing  obligations that are not overdue by more than 30 days or are being contested in compliance with  Section 5.04;  (c) pledges and deposits made in the ordinary course of business in compliance with  workers’ compensation, unemployment insurance and other social security laws or regulations;  (d) deposits to secure the performance of bids, trade contracts, leases, statutory  obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in  each case in the ordinary course of business;  (e) judgment Liens in respect of judgments that do not constitute an Event of Default  under Section 7.01(k);  (f) easements, zoning restrictions, rights-of-way and similar encumbrances on real  property imposed by law or arising in the ordinary course of business that do not secure any  monetary obligations and do not materially detract from the value of the affected property or  interfere with the ordinary conduct of business of the Company or any Subsidiary;  (g) leases, licenses, subleases or sublicenses granted to third parties in the ordinary  course of business and not interfering in any material respect with the ordinary conduct of business  of the Company or any Subsidiary;  





 






  743242935 -31-     (h) Liens in favor of a banking or other financial institution arising as a matter of law  or in the ordinary course of business under customary general terms and conditions encumbering  deposits or other funds maintained with a financial institution (including the right of set-off) and  that are within the general parameters customary in the banking industry or arising pursuant to  such banking institution’s general terms and conditions;  (i) Liens on specific items of inventory or other goods (other than fixed or capital  assets) and proceeds thereof of any Person securing such Person’s obligations in respect of  bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate  the purchase, shipment or storage of such inventory or other goods in the ordinary course of  business;  (j) Liens in favor of customs and revenue authorities arising as a matter of law to  secure payment of customs duties in connection with the importation of goods in the ordinary  course of business so long as such Liens only cover the related goods; and  (k) Liens encumbering reasonable customary initial deposits and margin deposits and  similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the  ordinary course of business and not for speculative purposes;  provided that the term “Permitted Encumbrances” shall not include any Lien securing  Indebtedness.  “Permitted Investments” means:  (a) direct obligations of, or obligations the principal of and interest on which are  unconditionally guaranteed by, the United States of America (or by any agency thereof to the  extent such obligations are backed by the full faith and credit of the United States of America) or  by any other foreign government of equal or better credit quality), in each case maturing within  one year from the date of acquisition thereof;  (b) investments in commercial paper maturing within 270 days from the date of  acquisition thereof and having, at such date of acquisition, a rating of A-2, P-2 or F2 or better from  S&P, Moody’s or Fitch, respectively, or the equivalent rating by another nationally recognized  credit rating agency;  (c) investments in certificates of deposit, banker’s acceptances and time deposits  maturing within one year from the date of acquisition thereof issued or guaranteed by or placed  with, and deposit accounts and money market deposit accounts issued or offered by, any domestic  office of any commercial bank organized under the laws of the United States of America or any  State thereof which has a combined capital and surplus and undivided profits of not less than  $500,000,000;  (d) fully collateralized repurchase agreements with a term of not more than 90 days for  securities described in clause (a) above and entered into with a financial institution satisfying the  criteria described in clause (c) above;    743242935 -32-     (e) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7  under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and  (iii) have portfolio assets of at least $5,000,000,000; and   (f) instruments equivalent to those referred to in clauses (b) and (c) above denominated  in other currencies and comparable in credit quality and tenor to those referred to above and  customarily used for short and medium term investment purposes in jurisdictions outside the  United States to the extent reasonably required in connection with any business conducted by any  Foreign Subsidiary in such jurisdictions.  “Permitted Warrant Transaction” means any call option, warrant or right to purchase (or  substantively equivalent derivative transaction) on the Company’s common stock (whether settled  in cash, shares or otherwise) sold by the Company substantially concurrently with any purchase  by the Company of a related Permitted Bond Hedge Transaction.  “Person” means any natural person, corporation, limited liability company, trust, joint  venture, association, company, partnership, Governmental Authority or other entity.  “Pounds Sterling” means lawful money of the United Kingdom from time to time.  “Plan” means any employee pension benefit plan (other than a Multiemployer Plan)  subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA,  and in respect of which the Company or any ERISA Affiliate is (or, if such plan were terminated,  would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5)  of ERISA.  “Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section  3(42) of ERISA, as amended from time to time.  “Pledge Agreement” means the Fourth Amended and Restated Pledge and Security  Agreement, dated as of April 27, 2016, among the Loan Parties (other than Foreign Borrowers)  and the Administrative Agent.  “Pre-Approved Jurisdiction” has the meaning set forth in Section 1.07.  “Prepayment Event” means:  (a)  any sale, transfer or other disposition (including pursuant to a sale and leaseback  transaction) of any property or asset of any Loan Party or any Subsidiary, other than (x)  dispositions described in Section 6.04(a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (l), (m) or (o) or (y)  dispositions resulting in Net Proceeds equal to or greater than $15,000,000 in any fiscal year; or  (b) any casualty or other insured damage to, or any taking under power of eminent domain  or by condemnation or similar proceeding of, any property or asset of any Loan Party or any  Subsidiary resulting in Net Proceeds equal to or greater than $15,000,000 in any fiscal year; or  





 






  743242935 -33-     (c) the incurrence by any Loan Party or any Subsidiary of any Indebtedness, other than  Indebtedness permitted under Section 6.01 or permitted by the Required Lenders pursuant to  Section 9.02.   “Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the  “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per  annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release  H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer  quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any  similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each  change in the Prime Rate shall be effective from and including the date such change is publicly  announced or quoted as being effective.  “Pro Forma Basis” means (a) for the determination of “EBITDA”, “Capital Expenditures”  and “Consolidated Interest Expense” for any period of four consecutive fiscal quarters of the  Company for which financial statements have been provided pursuant to Section 5.01(a) or (b) or  Section 5.01(a) or (b) of the Existing Credit Agreement (i) for any period of four fiscal quarters in  which any Subsidiary is acquired by a Loan Party or a Subsidiary from a Person that was not an  Affiliate of a Loan Party or a Subsidiary thereof, or any disposition occurs of any Person that  ceases to be a Subsidiary upon the consummation thereof, EBITDA, Capital Expenditures and  Consolidated Interest Expense shall be calculated, to the extent practicable, such calculation shall  be made on a pro forma basis (including pro forma adjustments arising out of events which are  directly attributable to the acquisition or the disposition of assets, are factually supportable and are  expected to have a continuing impact, in each case as determined on a basis consistent with Article  11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as  certified by a senior financial officer of the Company) as if such acquisition or such disposition  had occurred on the first day of such period, and (ii) all Indebtedness incurred, assumed or repaid  (or to be incurred, assumed or repaid) in connection with all such transactions referred to in clause  (i) (x) was incurred, assumed or repaid on the first day of such period, as the case may be, and (y)  if incurred, was outstanding in full at all times during such period and had in effect at all times  during such period (or any portion of such period during which such Indebtedness was not actually  outstanding) an interest rate equal to the interest rate in effect on the date of the actual incurrence  thereof (regardless of whether such interest rate is a floating rate or would otherwise change over  time by reference to a formula or for any other reason), and (b) on any date other than the last day  of a fiscal quarter in connection with any issuance or incurrence of Indebtedness, Restricted  Payment, investment, acquisition, Disposition or other transaction, (i) Consolidated Indebtedness  of the Company and the Subsidiaries and the aggregate amount of unrestricted cash held or located  in the United States of the Company and the Guarantors shall each be calculated as of the date of  such calculation after giving pro forma effect to any transactions occurring on such date and (ii)  each other amount shall be calculated based on the period of four fiscal quarters most recently  ended for which financial statements have been provided pursuant to Section 5.01(a) or (b) or  Section 5.01 of the Existing Credit Agreement but reformulated as if such issuance or incurrence  of Indebtedness, Restricted Payment, investment, acquisition, Disposition or other transaction, and  all other issuances and incurrences of Indebtedness, Restricted Payments, investments,  acquisitions and Dispositions that have been consummated during the period, and any  Indebtedness or other liabilities incurred in connection with any such transaction had been  consummated and incurred at the beginning of such period.     743242935 -34-     “Prudential” means PGIM, Inc.  “Prudential Debt” means the Prudential Notes and any other indebtedness arising on or  after the Effective Date under or pursuant to the Prudential Shelf Agreement.    “Prudential Intercreditor Agreement” means that certain Third Amended and Restated  Intercreditor Agreement, dated as of April 27, 2016, among Prudential, the Notes Collateral Agent,  the Administrative Agent and the Collateral Agent.  “Prudential Notes” shall mean any promissory notes issued to or to be issued subject to  the Prudential Shelf Agreement.  “Prudential Shelf Agreement” means that certain Prudential Fourth Amended and  Restated Note Purchase and Private Shelf Agreement dated as of April 27, 2016 among Prudential,  certain other purchasers of Prudential Notes and Lippert.  “PTE” means a prohibited transaction class exemption issued by the U.S. Department of  Labor, as any such exemption may be amended from time to time.  “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be  interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).  “QFC Credit Support” has the meaning assigned to it in Section 9.20.  “Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank,  as applicable.  “Refinancing Amendment” means an amendment to this Agreement executed by each of  (a) the Borrowers in respect of the applicable Refinancing Term Loans, Refinancing Revolving  Commitments or Refinancing Revolving Loans, (b) the Administrative Agent, (c) each Additional  Refinancing Lender and (d) each Lender that agrees to provide any portion of any Refinancing  Term Loans, Refinancing Revolving Commitments or Refinancing Revolving Loans incurred  pursuant thereto, in accordance with Section 2.22.  “Refinancing Revolving Commitments” means one or more Facilities of revolving  commitments hereunder that result from a Refinancing Amendment.   “Refinancing Revolving Loans” means one or more Facilities of revolving loans that result  from a Refinancing Amendment.   “Refinancing Term Loans” means one or more Facilities of term loans hereunder that  result from a Refinancing Amendment.  “Register” has the meaning assigned to such term in Section 9.04(b).  “Relevant Governmental Body” means the Federal Reserve Board and/or the NYFRB, or  a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or,  in each case, any successor thereto.  





 






  743242935 -35-     “Regulation D” means Regulation D of the Federal Reserve Board, as in effect from time  to time and all official rulings and interpretations thereunder or thereof.   “Related Parties” means, with respect to any specified Person, such Person’s Affiliates  and the respective directors, officers, employees, agents and advisors of such Person and such  Person’s Affiliates.   “Required Lenders” means, subject to Section 2.20, at any time, Lenders having Credit  Exposures and Unfunded Commitments representing more than 50% of the sum of the aggregate  Credit Exposures and Unfunded Commitments at such time; provided that for purposes of  declaring the Loans to be due and payable pursuant to Section 7.02(b), and for all purposes after  the Loans become due and payable pursuant to Section 7.02(b) or the Commitments expire or  terminate, then, as to each Lender, the Unfunded Commitment of each Lender shall be deemed to  be zero; provided further that for the purpose of determining the Required Lenders needed for any  waiver, amendment, modification or consent, any Lender that is the Company or an Affiliate of  the Company shall be disregarded.  “Required Revolving Lenders” means, subject to Section 2.20, at any time, Lenders having  Revolving Credit Exposures and Unfunded Revolving Commitments representing more than 50%  of the sum of the Total Revolving Credit Exposure and Unfunded Revolving Commitments at such  time; provided that for the purpose of determining the Required Revolving Lenders needed for any  waiver, amendment, modification or consent, any Lender that is the Company or an Affiliate of  the Company shall be disregarded.  “Responsible Officer” means the president, or Financial Officer or other executive officer  of the applicable Borrower.  “Restricted Payment” means any dividend or other distribution (whether in cash, securities  or other property) with respect to any Equity Interests of a Loan Party or any Subsidiary of a Loan  Party, or any payment (whether in cash, securities or other property), including any sinking fund  or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or  termination of any such Equity Interests or any option, warrant or other right to acquire any such  Equity Interests.  “Revolving Commitment” means, with respect to each Lender, the amount set forth on  Schedule 2.01 opposite such Lender’s name, or in the Assignment and Assumption or other  documentation or record (as such term is defined in Section 9-102(a)(70) of the New York Uniform  Commercial Code) as provided in Section 9.04(b)(ii)(C), pursuant to which such Lender shall have  assumed its Revolving Commitment, as applicable, and giving effect to (a) any reduction in such  amount from time to time pursuant to Section 2.09, (b) any reduction or increase in such amount  from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 and (c)  any increase in such amount from time to time pursuant to Section 2.04; provided, that at no time  shall the Revolving Credit Exposure of any Lender exceed its Revolving Commitment. The initial  aggregate amount of the Lenders’ Revolving Commitments is $600,000,000.    743242935 -36-     “Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of  the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure at such  time.  “Revolving Credit Note” has the meaning given to such term in Section 4.01(i), as such  meaning may be supplemented by Section 1.07.  “Revolving Lender” means, as of any date of determination, a Lender with a Revolving  Commitment or, if the Revolving Commitments have terminated or expired, a Lender with  Revolving Exposure.  “Revolving Loan” means a Loan made pursuant to Section 2.03.  “S&P” means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services  LLC business.  “Sanctioned Country” means, at any time, a country, region or territory which is itself the  subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea  and Syria).  “Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list  of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department  of the Treasury, the U.S. Department of State, the United Nations Security Council, the European  Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, the  Monetary Authority of Singapore or other relevant sanctions authority, (b) any Person operating,  organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such  Person or Persons described in the foregoing clauses (a) or (b), or (d) any Person otherwise the  subject of any Sanctions.  “Sanctions” means all economic or financial sanctions or trade embargoes imposed,  administered or enforced from time to time by (a) the U.S. government, including those  administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or  the U.S. Department of State, or (b) the United Nations Security Council, the European Union,  any European Union member state, Her Majesty’s Treasury of the United Kingdom, the  government of Canada (including, without limitation, Foreign Affairs, Trade and Development  Canada and Public Safety Canada), the Monetary Authority of Singapore or other relevant  sanctions authority.  “SEC” means the Securities and Exchange Commission of the United State of America.  “Secured Parties” means the Lenders, the Administrative Agent, the Collateral Agent, the  Issuing Banks, any provider of Banking Services and any IR/FX Protection Merchant that is a  Lender or an Affiliate of a Lender (or Person that was a Lender or Affiliate of a Lender at the time  it entered into such IR/FX Hedging Agreement).  “Security Documents” means the Subsidiary Guarantee, the Subordination Agreement, the  Pledge Agreement, the Company Guarantee, the Prudential Intercreditor Agreement, any other  intercreditor agreement contemplated hereby and any instruments or agreements executed and  





 






  743242935 -37-     delivered pursuant to any of the foregoing, in each case as supplemented, amended or modified  from time to time, and any document, instrument or agreement supplementing, amending or  modifying, or waiving any provision of, any of the foregoing.  “SOFR” with respect to any day means the secured overnight financing rate published for  such day by the NYFRB, as the administrator of the benchmark (or a successor administrator), on  the Federal Reserve Bank of New York’s Website.  “SOFR-Based Rate” means SOFR, Compounded SOFR or Term SOFR.  “Solvent” means, as to any Person as of any date of determination, that on such date (a)  the fair value of the property of such Person is greater than the total amount of liabilities, including  contingent liabilities, of such Person, (b) the present fair saleable value of such Person is not less  than the amount that will be required to pay the probable liability of such Person on its debts,  including contingent debts, as they become absolute and matured, (c) such Person does not intend  to, and does not believe that it will, incur debts or liabilities, including contingent debts and  liabilities, beyond such Person’s ability to pay such debts and liabilities as they mature and (d)  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 an unreasonably small capital.   The amount of any contingent liability at any time shall be computed as the amount that, in light  of all of the facts and circumstances existing at such time, represents the amount that can  reasonably be expected to become an actual or matured liability.  “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of  which is the number one and the denominator of which is the number one minus the aggregate of  the maximum reserve percentage (including any marginal, special, emergency or supplemental  reserves) expressed as a decimal established by the Federal Reserve Board to which the  Administrative Agent is subject with respect to the Adjusted LIBO Rate or Adjusted EURIBOR  Rate, as applicable, for eurocurrency funding (currently referred to as “Eurocurrency liabilities”  in Regulation D) or any other reserve ratio 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 Loans.  Such reserve percentage shall include those imposed pursuant to Regulation  D.  Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to  such reserve requirements without benefit of or credit for proration, exemptions or offsets that may  be available from time to time to any Lender under Regulation D or any comparable regulation.   The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any  change in any reserve percentage.  “Subject Party” has the meaning assigned to such term in Section 2.17(h).  “subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation,  limited liability company, partnership, association or other entity the accounts of which would be  consolidated with those of the parent in the parent’s consolidated financial statements if such  financial statements were prepared in accordance with GAAP as of such date, as well as any other  corporation, limited liability company, partnership, association or other entity (a) of which  securities or other ownership interests representing more than 50% of the equity or more than 50%  of the ordinary voting power or, in the case of a partnership, more than 50% of the general    743242935 -38-     partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date,  otherwise Controlled by the parent and/or one or more subsidiaries of the parent.  “Subsidiary” means any subsidiary of the Company.  “Subsidiary Guarantee” means the Fourth Amended and Restated Guarantee Agreement,  dated as of April 27, 2016, and the Loan Parties (other than Foreign Borrowers and the Company).  “Subordination Agreement” means that certain Fourth Amended and Restated  Subordination Agreement, dated as of April 27, 2016, among the Loan Parties (other than any  Foreign Borrower) and any of their respective Subsidiaries (including such Subsidiary that is a  Foreign Borrower) that is party to any subordination agreement in connection with the Prudential  Shelf Agreement and the Administrative Agent.  “Supported QFC” has the meaning assigned to it in Section 9.20.  “Supplier” has the meaning assigned to such term in Section 2.17(h).  “Swap Agreement” means any agreement with respect to any swap, forward, future or  derivative transaction or option or similar agreement involving, or settled by reference to, one or  more rates, currencies, commodities, equity or debt instruments or securities, or economic,  financial or pricing indices or measures of economic, financial or pricing risk or value or any  similar transaction or any combination of these transactions; provided that no phantom stock or  similar plan providing for payments only on account of services provided by current or former  directors, officers, employees or consultants of the Company or the Subsidiaries shall be a Swap  Agreement.  “Swap Exposure Amount” means the maximum aggregate amount (giving effect to any  netting agreements) that the applicable Loan Party or Subsidiary thereof would be required to pay  at any time if all of its Swap Agreements were terminated at such time.  “Swap Obligation” means, with respect to any Guarantor, 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 or any rules or regulations promulgated  thereunder.   “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), value added taxes, or any other goods and services, use or sales  taxes, assessments, fees or other charges imposed by any Governmental Authority, including any  interest, additions to tax or penalties applicable thereto.  





 






  743242935 -39-     “Term Lender” means a Lender having a Term Loan Commitment, an Incremental Term  Loan Commitment or an outstanding Term Loan.  “Term Loan” means a Loan made pursuant to Section 2.01(b) and shall include any  Incremental Term Loan.  “Term Loan Commitment” means, with respect to each Lender, the amount set forth on  Schedule 1 to Incremental Amendment No. 1 opposite such Lender’s name, or in the Assignment  and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70)  of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C), pursuant to  which such Lender shall have assumed its Term Loan Commitment, as applicable. As of the  Incremental Amendment No. 1 Effective Date, the aggregate amount of the Lenders’ Term Loan  Commitments is $300,000,000.  “Term Loan Note” means a promissory note of the Company that is payable to any Term  Lender evidencing the Term Loans held by such Lender.  “Term SOFR” means the forward-looking term rate based on SOFR that has been selected  or recommended by the Relevant Governmental Body.  “Total Net Leverage Ratio” means, on any date, the ratio of (a) Consolidated Indebtedness  on such date minus the lesser of (i) the aggregate amount of unrestricted cash held or located in  the United States of the Company and the Guarantors on such date and (ii) $50,000,000 to (b)  EBITDA for the Company and its Subsidiaries for the period of four consecutive fiscal quarters  ending on or most recently prior to such date.  “Total Revolving Credit Exposure” means, the sum of the outstanding principal amount  of all Lenders’ Revolving Loans and their LC Exposure at such time.  “Transactions” means the execution, delivery and performance by the Company and the  Borrowers of this Agreement, the borrowing of Loans, the use of the proceeds thereof and the  issuance of Letters of Credit hereunder.  “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of  interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to  the Adjusted LIBO Rate, the Adjusted EURIBOR Rate, the CDOR Screen Rate, the AUD Screen  Rate or the Alternate Base Rate.  “Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding  the Benchmark Replacement Adjustment; provided that, if the Unadjusted Benchmark  Replacement as so determined would be less than zero, the Unadjusted Benchmark Replacement  will be deemed to be zero for the purposes of this Agreement.  “Unfunded Commitment” means, with respect to each Lender, (a) such Lender’s  Unfunded Revolving Commitment, plus (b) the Term Loan Commitment of such Lender less its  outstanding Term Loans; provided, that, from and after the making of Term Loans on the  Incremental Amendment No. 1 Effective Date, each Lender’s Unfunded Commitment under this  clause (b) shall be $0.    743242935 -40-     “Unfunded Revolving Commitment” means, with respect to each Revolving Lender, the  Revolving Commitment of such Lender less its Revolving Credit Exposure.   “U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30)  of the Code.  “U.S. Special Resolution Regime” has the meaning assigned to it in Section 9.20.   “U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section  2.17(f)(ii)(B)(3).  “VAT” means (i) value added Tax levied pursuant to the VAT Directive (2006/112/CE) as  implemented in the Laws of the relevant member state of the European Union and (ii) any Tax of  a similar nature levied by reference to added value, sales and/or consumption.   “VAT Recipient” has the meaning assigned to such term in Section 2.17(h).  “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete  or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle  E of Title IV of ERISA.  “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.  SECTION 1.02 Classification of Loans and Borrowings.  For purposes of this  Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan” or a “Term  Loan”) or by Type (e.g., a “Eurocurrency Loan”, an “ABR Loan”, an “AUD Loan”, a “CDOR  Loan” or a “Canadian Prime Rate Loan”) or by Class and Type (e.g., a “Eurocurrency Revolving  Loan”).  Borrowings also may be classified and referred to by Class (e.g., a “Revolving  Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a  “Eurocurrency Revolving Borrowing”).  SECTION 1.03 Terms Generally.  The definitions of terms herein shall apply  equally to the singular and plural forms of the terms defined.  Whenever the context may require,  any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words  “include”, “includes” and “including” shall be deemed to be followed by the phrase “without  limitation”.  The word “will” shall be construed to have the same meaning and effect as the word  “shall”.  Unless the context requires otherwise (a) any definition of or reference to any agreement,  instrument or other document herein shall be construed as referring to such agreement, instrument  or other document as from time to time amended, supplemented or otherwise modified (subject to  any restrictions on such amendments, supplements or modifications set forth herein), (b) any  reference herein to any Person shall be construed to include such Person’s successors and assigns,  (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed  to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references  herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and  Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law, rule or  





 






  743242935 -41-     regulation herein shall, unless otherwise specified, refer to such law, rule or regulation as amended,  modified or supplemented from time to time and (f) the words “asset” and “property” shall be  construed to have the same meaning and effect and to refer to any and all tangible and intangible  assets and properties, including cash, securities, accounts and contract rights.  SECTION 1.04 Accounting Terms; GAAP.    (a) Except as otherwise expressly provided herein, all terms of an accounting or  financial nature shall be construed in accordance with GAAP, as in effect from time to time;  provided that, if Lippert notifies the Administrative Agent that Lippert  requests an amendment to  any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP  or in the application thereof on the operation of such provision (or if the Administrative Agent  notifies the Borrowers that the Required Lenders request an amendment to any provision hereof  for such purpose), regardless of whether any such notice is given before or after such change in  GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP  as in effect and applied immediately before such change shall have become effective until such  notice shall have been withdrawn or such provision amended in accordance herewith.   Notwithstanding any other provision contained herein, all terms of an accounting or financial  nature used herein shall be construed, and all computations of amounts and ratios referred to herein  shall be made, without giving effect to (i) any election under Financial Accounting Standards  Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having  a similar result or effect) to value any Indebtedness or other liabilities of the Company or any  Subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in respect of  convertible debt instruments under Accounting Standards Codification 470-20 (or any other  Accounting Standards Codification or Financial Accounting Standard having a similar result or  effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and  such Indebtedness shall at all times be valued at the full stated principal amount thereof.  (b) Notwithstanding anything to the contrary contained in Section 1.04(a) or in the  definition of “Capital Lease Obligations,” in the event of an accounting change requiring all leases  to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence  on the date hereof) that would constitute capital leases in conformity with GAAP on the date hereof  shall be considered capital leases, and all calculations and deliverables under this Agreement or  any other Loan Document shall be made or delivered, as applicable, in accordance therewith.  SECTION 1.05 Interest Rates; LIBOR Notification.  The interest rate on a Loan  denominated in dollars or an Alternative Currency may be derived from an interest rate benchmark  that is, or may in the future become, the subject of regulatory reform. Regulators have signaled the  need to use alternative benchmark reference rates for some of these interest rate benchmarks and,  as a result, such interest rate benchmarks may cease to comply with applicable laws and  regulations, may be permanently discontinued, and/or the basis on which they are calculated may  change. The London interbank offered rate is intended to represent the rate at which contributing  banks may obtain short-term borrowings from each other in the London interbank market.  In July  2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no  longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark  Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for  purposes of the IBA setting the London interbank offered rate. As a result, it is possible that    743242935 -42-     commencing in 2022, the London interbank offered rate may no longer be available or may no  longer be deemed an appropriate reference rate upon which to determine the interest rate on  Eurocurrency Loans. In light of this eventuality, public and private sector industry initiatives are  currently underway to identify new or alternative reference rates to be used in place of the London  interbank offered rate. Upon the occurrence of a Benchmark Transition Event or an Early Opt-in  Election, Section 2.14(b) provides a mechanism for determining an alternative rate of interest.  The  Administrative Agent will promptly notify the Borrowers, pursuant to Section 2.14(d), of any  change to the reference rate upon which the interest rate on Eurocurrency Loans denominated in  dollars is based. However, the Administrative Agent does not warrant or accept any responsibility  for, and shall not have any liability with respect to, the administration, submission or any other  matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate”  or with respect to any alternative or successor rate thereto, or replacement rate thereof (including,  without limitation, (i) any such alternative, successor or replacement rate implemented pursuant  to Section 2.14(b), whether upon the occurrence of a Benchmark Transition Event or an Early Opt- in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes  pursuant to Section 2.14(c)), including without limitation, whether the composition or  characteristics of any such alternative, successor or replacement reference rate, will be similar to,  or produce the same value or economic equivalence of, the LIBO Rate or have the same volume  or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.  SECTION 1.06 Exchange Rates.  (a) Not later than 12:00 noon, Chicago time, on each Calculation Date, the  Administrative Agent shall determine the Exchange Rate as of such Calculation Date with respect  to each Alternative Currency.  The Exchange Rates so determined shall become effective on the  relevant Calculation Date, shall remain effective until the next succeeding Calculation Date, and  shall for all purposes of this Agreement (other than Section 9.18 or any other provision expressly  requiring the use of a current Exchange Rate) be the Exchange Rates employed in converting any  amounts between dollars and any Alternative Currency.  (b) Not later than 5:00 p.m., Chicago time, on each Calculation Date, or on the date of  each Borrowing hereunder or the issuance or increase of any Letter of Credit hereunder, the  Administrative Agent shall determine the Alternative Currency Exposure.  The Administrative  Agent shall determine the aggregate amount of the Dollar Equivalent of all other amounts  denominated in an Alternative Currency at the applicable time provided for its making such  determination pursuant to this Agreement.   SECTION 1.07 Certain Additional Borrowers; Removal of Foreign Borrowers.    (a) So long as no Default has occurred and is continuing, upon notice from Lippert to  the Administrative Agent, which shall promptly notify the Lenders, a CFC that is a direct or  indirect Foreign Subsidiary of the Company may, if it is organized under the laws of Canada or  any province or territory thereof, the Cayman Islands, the United Kingdom, the Netherlands,  Ireland, Germany or Luxembourg (collectively, the “Pre-Approved Jurisdictions”), or is  otherwise acceptable to the Administrative Agent and each Lender in their respective discretion,  become a Borrower (also referred to in this Agreement as a “Foreign Borrower”) hereunder of  Alternative Currency Loans upon at least 30 days’ notice to the Administrative Agent of the  





 






  743242935 -43-     identity of such CFC and of Lippert’s intention for such CFC to become a Foreign Borrower.  Any  Foreign Borrower may request the making or issuance hereunder of Alternative Currency Loans  and Alternative Currency Letters of Credit, subject to all of the terms and conditions hereof in  respect of such borrowings or issuances; provided, however, that as additional conditions  precedent to any such designation of a Foreign Borrower and any such borrowings and issuances:  (i) the Foreign Borrower shall have delivered to the Administrative Agent (in each case in form  and substance reasonably satisfactory to the Administrative Agent) (A) a Revolving Credit Note  for each Lender that shall have requested a Revolving Credit Note, (B) a joinder agreement  pursuant to which the Foreign Borrower shall have agreed to become a party hereto as a Borrower,  (C) a certificate of an authorized officer of the Foreign Borrower, dated the date on which such  CFC intends to become a Foreign Borrower, which shall (x) certify the resolutions of its board of  directors, members or other body authorizing the execution, delivery and performance of the Loan  Documents to which it is a party, (y) identify by name and title and bear the signatures of the  officers of the Foreign Borrower authorized to sign the Loan Documents to which it is a party, and  (z) contain appropriate attachments, including the charter, articles or certificate of organization or  incorporation of the Foreign Borrower certified by the relevant authority of the jurisdiction of  organization of the Foreign Borrower and a true and correct copy of its bylaws or operating,  management or partnership agreement, or other organizational or governing documents, (D) to the  extent applicable in the Foreign Borrower’s jurisdiction of organization, a certificate as to the good  standing of the Foreign Borrower as of a recent date from the appropriate Governmental Authority  and (E) a favorable written opinion (addressed to the Administrative Agent, the Collateral Agent  and the Lenders) of counsel for the Foreign Borrower in its jurisdiction of organization (which  counsel shall be reasonably acceptable to the Administrative Agent), covering such matters  relating to the Foreign Borrower, this Agreement, the other Loan Documents or the Transactions  as the Administrative Agent or the Required Lenders shall reasonably request; (ii) to the extent  such Foreign Borrower’s shares are owned by a Loan Party (other than another Foreign Borrower)  the Subsidiary owning the shares of the Foreign Borrower shall have executed such documentation  as the Collateral Agent may require to grant to the Collateral Agent a first lien and security interest  in sixty-five percent (65.00%) of the issued and outstanding shares of the Foreign Borrower (and  no other party shall at any time have any option or other right to acquire any shares of the Foreign  Borrower from the Foreign Borrower or any other Person); (iii) each other Loan Party (including  Lippert and the Company) shall have executed such documentation as the Administrative Agent  may require to confirm that its guarantees, pledges and subordinations shall apply in all respects  to the Obligations of the Foreign Borrower; and (iv) the Lenders and the Administrative Agent  shall have received (A) all documentation and other information about the Foreign Borrower  required under applicable “know your customer” and anti-money laundering rules and regulations,  including the Patriot Act, that has been reasonably requested by the Administrative Agent or any  Lender at least three Business Days prior to the date on which such CFC is scheduled to become  a Foreign Borrower and which documentation and other information shall be satisfactory to the  Administrative Agent or such Lender, as the case may be and (B) to the extent the Foreign  Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at  least five days prior to the date on which such CFC is scheduled to become a Foreign Borrower,  and the Administrative Agent or any Lender that has requested, in a written notice to Lippert at  least 10 days prior to the date on which such CFC is scheduled to become a Foreign Borrower, a  Beneficial Ownership Certification in relation to the Foreign Borrower, such Beneficial Ownership  Certification; provided, that in the event that any Lender is unable to complete its “know your    743242935 -44-     customer” review within the 30-day notice period referenced above, or for operational or other  reasons shall require an extension of such 30-day notice period, such period shall be extended for  an additional period of 30 days upon notification by such Lender to the Administrative Agent.   Each Foreign Borrower shall be a “Loan Party” for all purposes of this Agreement and a  “Borrower” hereunder.  Lippert shall be liable for all Obligations of the Foreign Borrowers.  The  Obligations of all Foreign Borrowers shall be several in nature (and not joint) and no Foreign  Borrower shall be liable for the Loans made to any other Borrower.  Notwithstanding the foregoing, any such CFC shall not become a Foreign Borrower, and  Lippert’s designation of such CFC shall be rendered null and void, if the Administrative Agent  shall have received from any Lender, on or prior to the date such designation is scheduled to be  effective (as such date may be extended as set forth above), written notice (a “Notice of Rejection”)  to the effect that (x) it shall be unlawful under U.S. Federal or applicable state or foreign law or  regulation for such Lender to make Loans or otherwise extend credit to or do business with such  CFC as provided herein, (y) such Lender does not have operational capabilities allowing it to, or  it would otherwise be impracticable for such Lender to, make Loans or other extensions of credit  to a Person organized under the laws of such CFC’s jurisdiction of organization or (z) except in  the case of a CFC organized under the laws of a Pre-Approved Jurisdiction, such jurisdiction is  otherwise not acceptable in such Lender’s discretion, unless within 10 Business Days of such  Notice of Rejection the Lender delivering such notice shall have been replaced in accordance with  Section 2.19(b) or shall have revoked such Notice of Rejection.  (b) So long as the principal of and interest on any Loans made to any Foreign  Subsidiary under this Credit Agreement and any LC Exposure of such Foreign Borrower shall  have been repaid or paid in full or transferred to another Borrower pursuant to documentation  satisfactory to the Administrative Agent, or, in the case of undrawn Letters of Credit, cash- collateralized or otherwise become subject to credit support to the satisfaction of the  Administrative Agent and the applicable Issuing Lender, and all other obligations of such Foreign  Borrower under this Credit Agreement shall have been fully performed, the Company may, by not  less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify  the Lenders thereof), terminate such Foreign Borrower’s status as a Borrower hereunder.  (c) This Agreement and the other Loan Documents may be amended in connection  with the addition or termination of a Foreign Borrower if any such amendment is agreed by the  Borrowers and the Administrative Agent (which is hereby irrevocably authorized by the Lenders  and the Issuing Banks to enter into any such amendment, at the option and discretion of the  Administrative Agent) and, in the case of such an addition, such amendment addresses any  necessary or desirable technical changes to this Agreement or any necessary or desirable legal  changes to this Agreement resulting from the jurisdiction of, or laws applicable to, the Foreign  Borrower, in each case that are not adverse in any material respect to any of the Lenders, and the  effectiveness of any such designation of a Foreign Borrower and any borrowings and issuances of  Letters of Credit by and for the account of such Foreign Borrower shall be subject to the execution  and delivery of such amendments to the extent deemed necessary by the Administrative Agent.   This Section shall supersede any provisions in Section 9.02 to the contrary.  





 






  743242935 -45-     ARTICLE II.    The Credits  SECTION 2.01 Commitments.  (a) Subject to the terms and conditions set forth  herein, each Revolving Lender agrees to make Revolving Loans to the Borrowers from time to  time during the Availability Period in an aggregate principal amount that will not result (after  giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10) in (i)  such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment;  provided that after giving effect to the making of any such Revolving Loan and any concurrent  repayment of Revolving Loans, the aggregate Dollar Equivalent (determined as of the date of the  relevant Borrowing or relevant issuance or increase of a Letter of Credit) of outstanding Loans  made to, and Letters of Credit issued for the benefit of, Foreign Borrowers shall at no time exceed  the Foreign Borrower Sublimit, or (ii) the sum of the Total Revolving Credit Exposures exceeding  the total Revolving Commitments. Within the foregoing limits and subject to the terms and  conditions set forth herein, the Company may borrow, prepay and reborrow Revolving Loans.  (b) Subject to the terms and conditions set forth herein, each Term Lender agrees to  make a Term Loan to Lippert in dollars on the Incremental Amendment No. 1 Effective Date in a  principal amount not to exceed such Lender’s Term Loan Commitment. Amounts prepaid or repaid  in respect of the Term Loans may not be reborrowed.  SECTION 2.02 Loans and Borrowings.  (a) Each Revolving Loan shall be made as  part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders ratably in  accordance with their respective Revolving Commitments.  The Term Loans to be made in  connection with Incremental Amendment No. 1 shall be made as part of a Borrowing consisting  of Term Loans made by the Term Lenders ratably in accordance with their respective Term Loan  Commitments.  The failure of any Lender to make any Loan required to be made by it shall not  relieve any other Lender of its obligations hereunder; provided that the Commitments of the  Lenders are several and no Lender shall be responsible for any other Lender’s failure to make  Loans as required.  (b) Subject to Section 2.14, (i) each Revolving Borrowing shall be comprised entirely  of ABR Loans, CDOR Loans, AUD Loans or Eurocurrency Loans in a single currency as the  applicable Borrower may request in accordance herewith, provided that, for the avoidance of  doubt, only CDOR Loans may be denominated in Canadian Dollars (and each Canadian Dollar  Revolving Borrowing shall be comprised entirely of CDOR Loans) and only AUD Loans may be  denominated in Australian Dollars (and each Australian Dollar Revolving Borrowing shall be  comprised entirely of AUD Loans) and (ii) each Term Loan Borrowing shall be comprised entirely  of ABR Loans or Eurocurrency Loans as Lippert may request in accordance herewith.  Each  Lender at its option may make any Eurocurrency Loan, Alternative Currency Loan or any other  Loan to a Foreign Borrower by causing any domestic or foreign branch or Affiliate of such Lender  to make such Loan; provided that any exercise of such option shall not affect the obligation of the  applicable Borrower to repay such Loan in accordance with the terms of this Agreement.  (c) At the commencement of each Interest Period for any Eurocurrency Borrowing,  such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 (or the    743242935 -46-     Dollar Equivalent thereof) and not less than $500,000 (or the Dollar Equivalent thereof).  At the  time that each CDOR Revolving Borrowing, AUD Screen Rate Revolving Borrowing or an ABR  Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral  multiple of $25,000 and not less than $100,000; provided that a CDOR Revolving Borrowing,  AUD Screen Rate Revolving Borrowing or an ABR Revolving Borrowing may be in an aggregate  amount that is equal to the entire unused balance of the total Commitments or that is required to  finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e).   Borrowings of more than one Type and Class may be outstanding at the same time; provided that  there shall not at any time be more than a total of fifteen (15) Eurocurrency Borrowings and  Alternative Currency Borrowings outstanding in the aggregate.  (d) Notwithstanding any other provision of this Agreement, the Borrowers shall not be  entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested  with respect thereto would end after the Maturity Date.  SECTION 2.03 Requests for Borrowings.  To request a Borrowing, the applicable  Borrower shall notify the Administrative Agent of such request by submitting a Borrowing  Request (a) in the case of a Eurocurrency Borrowing denominated in U.S. Dollars, not later than  11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing, (b) in the  case of an ABR Borrowing, not later than 1112:00 ap.m., Local Time, on the date of the proposed  Borrowing and (c) in the case of an Alternative Currency Borrowing, not later than 11:00 a.m.,  Local Time, four Business Days before the date of the proposed Borrowing; provided that any  such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement  as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., Chicago time, on the  date of the proposed Borrowing.  Each such Borrowing Request shall be irrevocable and shall be  signed by a Responsible Officer of the applicable Borrower.  Each such Borrowing Request shall  specify the following information in compliance with Section 2.02:  (i) the aggregate amount of the requested Borrowing and the identity of the  Borrower;  (ii) the date of such Borrowing, which shall be a Business Day;  (iii) whether such Borrowing is to be an ABR Borrowing, a CDOR Borrowing,  an AUD Screen Rate Borrowing or a Eurocurrency Borrowing and the applicable currency;  (iv) in the case of a Eurocurrency Borrowing, the initial Interest Period to be  applicable thereto, which shall be a period contemplated by the definition of the term  “Interest Period”; and  (v) the location and number of the Borrower’s account to which funds are to be  disbursed, which shall comply with the requirements of Section 2.07.  If no election as to the Type of Borrowing is specified (and the currency is not specified or is  specified as dollars), then the requested Borrowing shall be an ABR Borrowing denominated In  dollars.  If no election as to currency is specified, then the requested Revolving Borrowing shall  be denominated in dollars.  If no Interest Period is specified with respect to any requested  Eurocurrency Borrowing, then the applicable Borrower shall be deemed to have selected an  





 






  743242935 -47-     Interest Period of one month’s duration.  Promptly following receipt of a Borrowing Request in  accordance with this Section, the Administrative Agent shall advise each Lender of the details  thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.  SECTION 2.04 Increase in Commitments.  (a) Request for Increase.  Provided that there exists no Default or Event of Default,  upon notice to the Administrative Agent (which shall promptly notify the Lenders), Lippert may  from time to time request an increase in the Commitments by obtaining additional Revolving  Commitments or Term Loan Commitments and/or incur new commitments (the “Incremental  Term Loan Commitments”) to provide term loans (“Incremental Term Loans”) under one or  more incremental term loan Facilities under this Agreement, provided that (i) any such increases  and incremental commitments after the Incremental Amendment No. 1 Effective Date (and for the  avoidance of doubt after giving effect to the making of the Term Loans on such date) shall not  exceed $300,000,000 in the aggregate, (ii) any such increase shall be in a minimum amount of  $25,000,000 with minimum increments of $5,000,000 in excess thereof, provided that in the case  of the initial incurrence of such Incremental Term Loans, such increase shall be in a minimum  amount of $50,000,000, (iii) the Borrowers shall not incur more than ten (10) increases pursuant  to this Section 2.04, and (iv) in the case of the incurrence of a commitment to provide an  Incremental Term Loan, (A) such Incremental Term Loan shall be documented pursuant to this  Agreement and shall be pari passu in right of payment and security with the existing Obligations,  (B) such Incremental Term Loan shall have such economic terms, including maturity dates,  amortization schedules, interest rates, upfront fees and original discount, as may be agreed between  Lippert and the Lenders providing such Incremental Term Loan; provided that the final maturity  date of such Incremental Term Loan shall not be earlier than the then-latest Maturity Date with  respect to the then-existing Term Loans, and (C) all other terms applicable to such Incremental  Term Loan (other than those specified in clauses (A) and (B) above) shall not be more restrictive  (taken as a whole) than those applicable to the existing Commitments and Loans, except to the  extent (a) this Agreement shall be modified to grant the as the existing Commitments and Loans  the benefit of such more restrictive provisions, (b) such terms are applicable solely to periods after  the latest Maturity Date with respect to the existing Commitments and Loans in effect at the time  of incurrence or issuance of such Incremental Term Loans or (c) as otherwise agreed by the  Administrative Agent in its reasonable discretion.    (b) Increase Effective Date.  Each such notice shall specify (i) the date (each, an  “Increase Effective Date”) on which Lippert proposes that the increased or new commitments  shall be effective, which shall be a date not less than ten (10) Business Days after the date on which  such notice is delivered to the Administrative Agent and (ii) the identity of each person (which  much be a person to whom Loans are permitted to be assigned pursuant to Section 9.04(b)) to  whom Lippert proposes any portion of such increased or new commitments be allocated and the  amounts of such allocations; provided that any existing Lender approached to provide all or a  portion of the increased or new commitments may elect or decline, in its sole discretion, to provide  such increased or new commitment.  Each of the parties hereto hereby agrees that this Agreement  and the other Loan Documents may be amended in connection with the incurrence of a  commitment to provide an Incremental Term Loan, without the consent of any other Lenders (other  than those Lenders providing such Incremental Term Loan), to the extent (but only to the extent)  necessary to (i) reflect the existence and terms of such Incremental Term Loan and (ii) effect such    743242935 -48-     other amendments to this Agreement and the other Loan Documents as may be necessary or  appropriate, in the reasonable opinion of the Administrative Agent and Lippert, to effect the  provisions of this Section 2.04, including any amendments necessary to treat such Incremental  Term Loan as a new facility of loans and/or commitments hereunder, and the Lenders hereby  expressly authorize the Administrative Agent to enter into any such amendment.  (c) Conditions to Effectiveness of Increase.  As a condition precedent to such increase  or addition, Lippert shall deliver to the Administrative Agent a certificate of each Loan Party dated  as of the Increase Effective Date (signed by a Financial Officer of such Loan Party (i) certifying  and attaching the resolutions adopted by such Loan Party approving or consenting to such increase  or addition, and (ii) certifying that, before and after giving effect to such increase or addition, (A)  the representations and warranties contained in Article III and the other Loan Documents to which  it is a party are true and correct in all material respects (except that such materiality qualifier shall  not apply to any representations and warranties that are qualified or modified by materiality in the  text thereof) on and as of the Increase Effective Date, except to the extent that such representations  and warranties specifically refer to an earlier date, in which case they are true and correct in all  material respects (except that such materiality qualifier shall not apply to any representations and  warranties that are qualified or modified by materiality in the text thereof) as of such earlier date,  (B) no Default or Event of Default shall have occurred (including, for avoidance of doubt, that  such increase or addition is permitted at such time under the Prudential Shelf Agreement) and (C)  the Company would be in compliance with Section 6.10 on a Pro Forma Basis as of the last day  of the most recently-ended fiscal quarter for which financial statements are available.  In the case  of any increase in the Commitments, the Borrowers shall prepay any Loans outstanding on the  Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the  extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages  arising from any nonratable increase in the Commitments under this Section.  (d) Conflicting Provisions.  This Section shall supersede any provisions in Section 2.18  or 9.02 to the contrary.   SECTION 2.05 [Reserved.]  SECTION 2.06 Letters of Credit.  (a) General.  Subject to the terms and conditions set forth herein, any Borrower may  request the issuance of Letters of Credit denominated in dollars or an Alternative Currency as the  applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably  acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time  to time during the Availability Period.  In the event of any inconsistency between the terms and  conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the  terms and conditions of this Agreement shall control. All Existing Letters of Credit shall be deemed  to have been issued pursuant hereto, and from and after the date hereof shall be subject to and  governed by the terms and conditions hereof. Notwithstanding anything herein to the contrary, the  Issuing Banks shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit  the proceeds of which would be made available to any Person (i) to fund any activity or business  of or with any Sanctioned Person, or in any country or territory that, at the time of such funding,  is the subject of any Sanctions, (ii) in any manner that would result in a violation of any Sanctions  





 






  743242935 -49-     by any party to this Agreement or (iii) in any manner that would result in a violation of one or  more policies of such Issuing Bank applicable to letters of credit generally.  (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.  To  request the issuance of a Letter of Credit (or the amendment, renewal or extension of an  outstanding Letter of Credit), the applicable Borrower shall hand deliver or telecopy (or transmit  by electronic communication, if arrangements for doing so have been approved by the applicable  Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (reasonably in advance  of the requested date of issuance, amendment, renewal or extension, but in any event no less than  three (3) Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the  Letter of Credit to be amended, renewed or extended, and specifying the date of issuance,  amendment, renewal or extension (which shall be a Business Day), the date on which such Letter  of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and  currency of such Letter of Credit, the name and address of the beneficiary thereof and such other  information as shall be necessary to prepare, amend, renew or extend such Letter of Credit.  In  addition, as a condition to any such Letter of Credit issuance, the applicable Borrower shall have  entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters  of credit and/or shall submit a letter of credit application, in each case, as required by the applicable  Issuing Bank and using such Issuing Bank’s standard form (each, a “Letter of Credit Agreement”).   A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance,  amendment, renewal or extension of each Letter of Credit the applicable Borrower shall be deemed  to represent and warrant that), after giving effect to such issuance, amendment, renewal or  extension (i) (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by the  Issuing Banks at such time plus (y) the aggregate amount of all LC Disbursements made by the  Issuing Banks that have not yet been reimbursed by or on behalf of the applicable Borrower at  such time shall not exceed its Letter of Credit Commitment, (ii) the LC Exposure shall not exceed  the total Letter of Credit Commitment, (iii) no Lender’s Revolving Credit Exposure shall exceed  its Revolving Commitment and (iv) the aggregate Dollar Equivalent of outstanding Loans made  to, and Letters of Credit issued for the benefit of, Foreign Borrowers shall at no time exceed the  Foreign Borrower Sublimit.  The applicable Borrower may, at any time and from time to time,  reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing  Bank; provided that the applicable Borrower shall not reduce the Letter of Credit Commitment of  any Issuing Bank if, after giving effect of such reduction, the conditions set forth in clauses (i)  through (iv) above shall not be satisfied.  (c) Expiration Date.  Each Letter of Credit shall expire (or be subject to termination by  notice from the applicable Issuing Bank to the beneficiary thereof) at or prior to the close of  business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit  (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and  (ii) the date that is five Business Days prior to the Maturity Date; provided that any Letter of Credit  may have an expiration date that is later than the date five (5) Business Days prior to the Maturity  Date so long as by not later than the date five (5) Business Days prior to the Maturity Date, a  Borrower provides cash collateral in an amount equal to 105% of the stated amount of such Letter  of Credit.  Notwithstanding the foregoing, if the applicable Borrower so requests in any notice  requesting the issuance of a Letter of Credit, the Issuing Banks shall 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 applicable Issuing Bank to prevent any    743242935 -50-     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 applicable Issuing Bank, the  applicable Borrower shall not be required to make a specific request to the applicable Issuing Bank  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 applicable Issuing Bank to permit  the extension of such Letter of Credit at any time to an expiry date not later than the date referred  to in clause (ii) of the first sentence of this clause (c); provided that the applicable Issuing Bank  shall not permit any such extension if (A) the applicable Issuing Bank 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 or (B) it has received notice (which may be by  telephone or in writing) on or before the day that is five 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 Lippert that one or  more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such  case directing the applicable Issuing Bank not to permit such extension.  (d) Participations.  By the issuance of a Letter of Credit (or an amendment to a Letter  of Credit increasing the amount thereof) and without any further action on the part of the applicable  Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to each Lender, and each  Lender hereby acquires from the applicable Issuing Bank, a participation in such Letter of Credit  equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under  such Letter of Credit.  In consideration and in furtherance of the foregoing, each Lender hereby  absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the  applicable Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by  the applicable Issuing Bank and not reimbursed by the Borrowers on the date due as provided in  paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the  Borrowers for any reason.  Each Lender acknowledges and agrees that its obligation to acquire  participations pursuant to this paragraph in respect of Letters of Credit is absolute and  unconditional and shall not be affected by any circumstance whatsoever, including any  amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a  Default or reduction or termination of the Commitments, and that each such payment shall be made  without any offset, abatement, withholding or reduction whatsoever.  (e) Reimbursement.  If the applicable Issuing Bank shall make any LC Disbursement  in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by  paying to the Administrative Agent an amount equal to such LC Disbursement (or the Dollar  Equivalent thereof, if relevant) in the relevant currency not later than 12:00 noon, Local Time, on  the date that such LC Disbursement is made, if the Borrowers shall have received notice of such  LC Disbursement prior to 10:00 a.m., Local Time, on such date, or, if such notice has not been  received by the Borrowers prior to such time on such date, then not later than 12:00 noon, Local  Time, on the Business Day immediately following the day that the applicable Borrower receives  such notice, if such notice is not received prior to such time on the day of receipt; provided that if  such LC Disbursement is denominated in dollars and is in an amount not less than $100,000, the  applicable Borrower may, subject to the conditions to borrowing set forth herein, request in  accordance with Section 2.03 that such payment be financed with an ABR Revolving Borrowing  





 






  743242935 -51-     in an equivalent amount and, to the extent so financed, the applicable Borrower’s obligation to  make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing.   If the applicable Borrower fails to make such payment when due, the Administrative Agent shall  notify each Lender of the applicable LC Disbursement (or its Dollar Equivalent, in the case of a  Letter of Credit denominated in an Alternative Currency), the payment then due from such  Borrower in respect thereof and such Lender’s Applicable Percentage thereof.  Promptly following  receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage  of the payment then due from the applicable Borrower, in the same manner as provided in Section  2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis,  to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to  the applicable Issuing Bank the amounts so received by it from the Lenders.  Promptly following  receipt by the Administrative Agent of any payment from the Borrowers pursuant to this  paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank  or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the  applicable Issuing Bank, then to such Lenders and the applicable Issuing Bank as their interests  may appear.  Any payment made by a Lender pursuant to this paragraph to reimburse the  applicable Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving  Loans as contemplated above) shall not constitute a Loan and shall not relieve the applicable  Borrower of its obligation to reimburse such LC Disbursement.  The Borrowers’ reimbursement  obligations under this Section are several and not joint (notwithstanding and without affecting the  Guarantee by Lippert of each Foreign Borrower’s Obligations under the Guarantee Agreement).  (f) Obligations Absolute.  The Borrowers’ several obligations to reimburse LC  Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and  irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under  any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability  of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision  therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged,  fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any  respect, (iii) payment by the applicable Issuing Bank under a Letter of Credit against presentation  of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv)  any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that  might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide  a right of setoff against, any Borrower’s obligations hereunder.  Neither the Administrative Agent,  the Lenders nor any Issuing Bank, nor any of their respective Related Parties, shall have any  liability or responsibility by reason of or in connection with the issuance or transfer of any Letter  of Credit or any payment or failure to make any payment thereunder (irrespective of any of the  circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or  delay in transmission or delivery of any draft, notice or other communication under or relating to  any Letter of Credit (including any document required to make a drawing thereunder), any error  in interpretation of technical terms or any consequence arising from causes beyond the control of  the applicable Issuing Bank; provided that the foregoing shall not be construed to excuse any  Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to  special, indirect, consequential or punitive damages, claims in respect of which are hereby waived  by the Borrowers to the extent permitted by applicable law) suffered by any Borrower that are  caused by the applicable Issuing Bank’s failure to exercise care when determining whether drafts  and other documents presented under a Letter of Credit comply with the terms thereof.  The parties    743242935 -52-     hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of  the applicable Issuing Bank (as finally determined by a court of competent jurisdiction), such  Issuing Bank shall be deemed to have exercised care in each such determination.  In furtherance  of the foregoing and without limiting the generality thereof, the parties agree that, with respect to  documents presented which appear on their face to be in substantial compliance with the terms of  a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make  payment upon such documents without responsibility for further investigation, regardless of any  notice or information to the contrary, or refuse to accept and make payment upon such documents  if such documents are not in strict compliance with the terms of such Letter of Credit.    (g) Disbursement Procedures.  Each Issuing Bank shall, promptly following its receipt  thereof, examine all documents purporting to represent a demand for payment under a Letter of  Credit.  The applicable Issuing Bank shall promptly notify the Administrative Agent and the  applicable Borrower by telephone (confirmed by telecopy or electronic mail) of such demand for  payment and whether the applicable Issuing Bank has made or will make an LC Disbursement  thereunder; provided that any failure to give or delay in giving such notice shall not relieve the  applicable Borrower of its obligation to reimburse the applicable Issuing Bank and the Lenders  with respect to any such LC Disbursement.  (h) Interim Interest.  If an Issuing Bank shall make any LC Disbursement, then, unless  the applicable Borrower shall reimburse such LC Disbursement in full on the date such LC  Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and  including the date such LC Disbursement is made to but excluding the date that the reimbursement  is due and payable at the rate per annum then applicable to ABR Revolving Loans and such interest  shall be due and payable on the date when such reimbursement is payable; provided that, if the  applicable Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e)  of this Section, then Section 2.13(d) shall apply.  Interest accrued pursuant to this paragraph shall  be for the account of the applicable Issuing Bank, except that interest accrued on and after the date  of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the applicable  Issuing Bank shall be for the account of such Lender to the extent of such payment.  (i) Replacement and Resignation of  an Issuing Bank.  (i) An Issuing Bank may be  replaced at any time by written agreement among the Borrowers, the Administrative Agent, the  replaced Issuing Bank and the successor Issuing Bank.  The Administrative Agent shall notify the  Lenders of any such replacement of an Issuing Bank.  At the time any such replacement shall  become effective, the applicable Borrower shall pay all unpaid fees accrued for the account of the  replaced Issuing Bank pursuant to Section 2.12(b).  From and after the effective date of any such  replacement, (x) the successor Issuing Bank shall have all the rights and obligations of Issuing  Banks under this Agreement with respect to Letters of Credit to be issued thereafter and (y)  references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any  previous Issuing Banks, or to such successor and all previous Issuing Banks, as the context shall  require.  After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall  remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank  under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but  shall not be required to issue additional Letters of Credit.  





 






  743242935 -53-     (ii) Subject to the appointment and acceptance of a successor Issuing Bank, any  Issuing Bank may resign as an Issuing Bank at any time upon thirty days’ prior written  notice to the Administrative Agent, the Borrowers and the Lenders, in which case, such  resigning  Issuing Bank shall be replaced in accordance with Section 2.06(i) above.  (j) Cash Collateralization.  If any Event of Default shall occur and be continuing, on  the Business Day that Lippert receives notice from the Administrative Agent or the Required  Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure  representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral  pursuant to this paragraph, Lippert shall deposit in an account with the Collateral Agent, in the  name of the Collateral Agent and for the benefit of the Lenders, an amount in cash equal to one  hundred five percent (105%) of the LC Exposure as of such date plus any accrued and unpaid  interest thereon; provided that the obligation to deposit such cash collateral shall become effective  immediately, and such deposit shall become immediately due and payable, without demand or  other notice of any kind, upon the occurrence of any Event of Default with respect to the Company  or any Borrower described in Section 7.01(h) or (i).  Such deposit shall be held by the  Administrative Agent as collateral for the payment and performance of the obligations of the  applicable Borrower under this Agreement.  The Administrative Agent shall have exclusive  dominion and control, including the exclusive right of withdrawal, over such account.  Other than  any interest earned on the investment of such deposits, which investments shall be made at the  option and sole discretion of the Administrative Agent and at Lippert’s risk and expense, such  deposits shall not bear interest.  Interest or profits, if any, on such investments shall accumulate in  such account.  Moneys in such account shall be applied by the Administrative Agent to reimburse  the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed and, to  the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the  applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been  accelerated (but subject to the consent of Lenders with LC Exposure  representing greater than  50% of the total LC Exposure), be applied to satisfy other Obligations.  If Lippert is required to  provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default,  such amount (to the extent not applied as aforesaid) shall be returned to the applicable Borrower  within three Business Days after all Events of Default have been cured or waived.  (k) Letters of Credit Issued for Account of Subsidiaries.  Notwithstanding that a Letter  of Credit issued or outstanding hereunder supports any obligations of, or is for the account of, a  Subsidiary, or states that a Subsidiary is the “account party,” “applicant,” “customer,” “instructing  party,” or the like of or for such Letter of Credit, and without derogating from any rights of the  applicable Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such  Subsidiary in respect of such Letter of Credit, the Borrowers (i) shall reimburse, indemnify and  compensate the applicable Issuing Bank hereunder for such Letter of Credit (including to  reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for  the account of the Borrowers and (ii) irrevocably waives any and all defenses that might otherwise  be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in  respect of such Letter of Credit.  The Borrowers hereby acknowledge that the issuance of such  Letters of Credit for its Subsidiaries inures to the benefit of the Borrowers, and that the Borrowers’  business derives substantial benefits from the businesses of such Subsidiaries.    743242935 -54-     SECTION 2.07 Funding of Borrowings.  (a) Each Lender shall make each Loan to  be made by it hereunder on the proposed date thereof solely by wire transfer of immediately  available funds, by 12:00 noon, Chicago time, to the account of the Administrative Agent most  recently designated by it for such purpose by notice to the Lenders.  Except in respect of the  provisions of this Agreement covering the reimbursement of Letters of Credit, the Administrative  Agent will make such Loans available to the applicable Borrower by promptly crediting the funds  so received in the aforesaid account of the Administrative Agent to an account of the applicable  Borrower maintained with the Administrative Agent in New York City and designated by the  applicable Borrower in the applicable Borrowing Request; provided that ABR Revolving Loans  made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be  remitted by the Administrative Agent to the applicable Issuing Bank.  (b) Unless the Administrative Agent shall have received notice from a Lender prior to  the proposed date of any Borrowing that such Lender will not make available to the Administrative  Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such  Lender has made such share available on such date in accordance with paragraph (a) of this Section  and may, in reliance 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 the applicable  Borrower severally agree to pay to the Administrative Agent forthwith on demand such  corresponding amount with interest thereon, for each day from and including the date such amount  is made available to the applicable Borrower to but excluding the date of payment to the  Administrative Agent, at (i) in the case of such Lender, the greater of the NYFRB Rate and a rate  determined by the Administrative Agent in accordance with banking industry rules on interbank  compensation or (ii) in the case of a Borrower, the interest rate applicable to ABR Loans.  If such  Lender pays such amount to the Administrative Agent, then such amount shall constitute such  Lender’s Loan included in such Borrowing.  (c) Each of the Administrative Agent, Issuing Bank and each Lender at its option may  make any Loans or otherwise perform its obligations hereunder through any Lending Office (each,  a “Designated Lender”); provided that any exercise of such option shall not affect the obligation  of such Borrower to repay any Loan in accordance with the terms of this Agreement.  Any  Designated Lender shall be considered a Lender; provided that in the case of an Affiliate or branch  of a Lender, such provisions that would be applicable with respect to Loans actually provided by  such Affiliate or branch of such Lender shall apply to such Affiliate or branch of such Lender to  the same extent as such Lender. “Lending Office” means, as to the Administrative Agent, the  Issuing Bank or any Lender, the office or offices of such Person described as such in such Person’s  Administrative Questionnaire, or such other office or offices as such Person may from time to time  notify the Borrower and the Administrative Agent; which office may include any Affiliate of such  Person or any domestic or foreign branch of such Person or such Affiliate.  SECTION 2.08 Interest Elections.    (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing  Request and, in the case of a Eurocurrency Borrowing, a CDOR Revolving Borrowing or an AUD  Screen Rate Revolving Borrowing shall have an initial Interest Period as specified in such  Borrowing Request.  Thereafter, the Borrowers may elect to convert such Borrowing to a different  





 






  743242935 -55-     Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, a CDOR  Revolving Borrowing or an AUD Screen Rate Revolving Borrowing may elect Interest Periods  therefor, all as provided in this Section.  The Borrowers may elect different options with respect  to different portions of the affected Borrowing, in which case each such portion shall be allocated  ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans  comprising each such portion shall be considered a separate Borrowing.    (b) To make an election pursuant to this Section, the applicable Borrower shall notify  the Administrative Agent of such election by the time that a Borrowing Request would be required  under Section 2.03 if the applicable Borrower were requesting a Borrowing of the Type resulting  from such election to be made on the effective date of such election.  Each such Interest Election  Request shall be irrevocable and shall be signed by a Responsible Officer of the applicable  Borrower.  (c) Each Interest Election Request shall specify the following information in  compliance with Section 2.02:  (i) the Borrowing to which such Interest Election Request applies and, if  different options are being elected with respect to different portions thereof, the portions  thereof to be allocated to each resulting Borrowing (in which case the information to be  specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting  Borrowing);  (ii) the effective date of the election made pursuant to such Interest Election  Request, which shall be a Business Day;  (iii) whether the resulting Borrowing is to be an ABR Borrowing, a  Eurocurrency Borrowing, a CDOR Screen Rate Borrowing or an AUD Screen Rate  Borrowing; and  (iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period  to be applicable thereto after giving effect to such election, which shall be a period  contemplated by the definition of the term “Interest Period”.  If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an  Interest Period, then the applicable Borrower thereof shall be deemed to have selected an Interest  Period of one month’s duration.  (d) Promptly following receipt of an Interest Election Request, the Administrative  Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting  Borrowing.  (e) If the applicable Borrower fails to deliver a timely Interest Election Request with  respect to a Eurocurrency Borrowing denominated in dollars prior to the end of the Interest Period  applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such  Interest Period such Borrowing shall be converted to an ABR Borrowing; provided that if the  applicable Borrower fails to deliver a timely Interest Election Request with respect to a  Eurocurrency Revolving Borrowing denominated in an Alternative Currency prior to the end of    743242935 -56-     the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at  the end of such Interest Period, the Interest Period for such Borrowing shall automatically have a  duration of one month.  Notwithstanding any contrary provision hereof, if an Event of Default has  occurred and is continuing and the Administrative Agent, at the request of the Required Lenders,  so notifies the applicable Borrower, then, so long as an Event of Default is continuing (i) no  outstanding Borrowing denominated in dollars may be converted to or continued as a Eurocurrency  Borrowing, (ii) unless repaid, each Eurocurrency Borrowing denominated in dollars shall be  converted to an ABR Borrowing at the end of the Interest Period applicable thereto and (iii) noeach  Eurocurrency Borrowing denominated in an Alternative Currency may be continued other  thanshall bear interest at the Central Bank Rate for the applicable Alternative Currency plus the  Applicable Rate; provided that, if the Administrative Agent determines (which determination shall  be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable  Alternative Currency cannot be determined, such Eurocurrency Borrowing denominated in an  Alternative Currency shall be continued for an Interest Period with a duration of one month.  SECTION 2.09 Termination and Reduction of Commitments.  (a) Unless previously  terminated, (i) the initial Term Loan Commitments shall terminate at 5:00 p.m., Chicago time, on  December 19, 2019, and (ii) the Revolving Commitments shall terminate on the Maturity Date.  (b) Lippert may at any time terminate, or from time to time reduce, the Commitments;  provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an  integral multiple of $1,000,000 and not less than $5,000,000 and (ii) Lippert shall not terminate or  reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in  accordance with Section 2.11, the Total Revolving Credit Exposure would exceed the total  Commitments.  (c) Lippert shall notify the Administrative Agent of any election to terminate or reduce  the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior  to the effective date of such termination or reduction, specifying such election and the effective  date thereof.  Promptly following receipt of any notice, the Administrative Agent shall advise the  Lenders of the contents thereof.  Each notice delivered by Lippert pursuant to this Section shall be  irrevocable; provided that a notice of termination of the Revolving Commitments delivered by  Lippert may state that such notice is conditioned upon the effectiveness of other credit facilities,  in which case such notice may be revoked by Lippert (by notice to the Administrative Agent on or  prior to the specified effective date) if such condition is not satisfied.  Any termination or reduction  of the Revolving Commitments shall be permanent.  Each reduction of the Revolving  Commitments shall be made ratably among the Lenders in accordance with their respective  Revolving Commitments.  SECTION 2.10 Repayment of Loans; Evidence of Debt.   (a) Each Borrower hereby unconditionally promises to pay to the Administrative Agent  for the account of each Revolving Lender the then unpaid principal amount of each Revolving  Loan on the Maturity Date.   (b) Each Borrower hereby unconditionally promises to pay to the Administrative Agent  for the account of each Term Lender on the last day of each March, June, September and December  





 






  743242935 -57-     (beginning on March 31, 2020) in an amount equal to (a) 1.25% of the original principal amount  of the Term Loans made on the Incremental Amendment No. 1 Effective Date, in the case of the  first eight such payments and (b) 1.875% of the original principal amount of the Term Loans made  on the Incremental Amendment No. 1 Effective Date, in the case of each such additional payment;  provided that (i) such amount shall be adjusted from time to time as contemplated in Sections 2.22  and 2.11, and (ii) if any such date is not a Business Day, then payment shall be due and payable  on the Business Day immediately preceding such date. To the extent not previously paid, all unpaid  Term Loans shall be paid in full in cash by the Borrowers on the Maturity Date.  (c) Each Lender shall maintain in accordance with its usual practice an account or  accounts evidencing the Indebtedness of the Borrowers to such Lender resulting from each Loan  made by such Lender, including the amounts of principal and interest payable and paid to such  Lender from time to time hereunder.  (d) The Administrative Agent shall maintain accounts in which it shall record (i) the  amount of each Loan made hereunder, the Class and Type thereof and the Interest Period  applicable thereto, (ii) the amount of any principal or interest due and payable or to become due  and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum  received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s  share thereof.  (e) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this  Section shall be prima facie evidence of the existence and amounts of the obligations recorded  therein absent manifest error; provided that the failure of any Lender or the Administrative Agent  to maintain such accounts or any error therein shall not in any manner affect the obligation of the  Borrowers to repay the Loans in accordance with the terms of this Agreement.  (f) Any Lender may request that Loans made by it be evidenced by a promissory note.   In such event, the applicable Borrower shall prepare, execute and deliver to such Lender a  promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its  registered assigns) and in a form approved by the Administrative Agent.  Thereafter, the Loans  evidenced by such promissory note and interest thereon shall at all times (including after  assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form.  SECTION 2.11 Prepayment of Loans.  (a) The Borrowers shall have the right at any time and from time to time to prepay any  Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this  Section.  (b) The Borrowers shall notify the Administrative  Agent  by telephone (confirmed by  telecopy or electronic mail) of any prepayment hereunder (i) in the case of prepayment of a  Eurocurrency Borrowing, not later than 11:00 a.m., Chicago time, three Business Days before the  date of prepayment, or in the case of a CDOR Screen Rate Revolving Borrowing or an AUD  Screen Rate Revolving Borrowing, not later than 11:00 a.m., Chicago time, four Business days  before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later  than 1112:00 ap.m., Chicago time, one Business Day beforeon the date of prepayment.  Each such    743242935 -58-     notice shall be irrevocable and shall specify the prepayment date and the principal amount of each  Borrowing or portion thereof to be prepaid; provided that a notice of prepayment may state that  such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice  may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to  the specified effective date) if such condition is not satisfied.  Promptly following receipt of any  such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the  contents thereof.  Each partial prepayment of any Borrowing shall be in an amount that would be  permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02.   Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid  Borrowing.  Prepayments shall be accompanied by accrued interest to the extent required by  Section 2.13 and any break funding payments required by Section 2.16.  Prepayments of Term  Loans pursuant to this Section 2.11 (other than pursuant to clause (e) below) shall be applied to  reduce the remaining amortization payments under Section 2.10(b) in the order directed by the  Company (or, in the absence of such direction, ratably based on the amount of such amortization  repayments, including the amount payable on the Maturity Date).  (c) If the Administrative Agent notifies Lippert at any time that the Total Revolving  Credit Exposure (that has not been cash collateralized by Lippert or another Borrower) exceeds an  amount equal to 105% of the aggregate Revolving Commitments then in effect, then, within three  Business Days after receipt of such notice, the Company or another Borrower shall prepay  Revolving Loans and/or cash collateralize the LC Exposure in an aggregate amount sufficient to  cause the Total Revolving Credit Exposure to be less than or equal to the aggregate Revolving  Commitments then in effect.  (d) If the Administrative Agent notifies Lippert at any time that the LC Exposure (that  has not been cash collateralized by Lippert or another Borrower) exceeds an amount equal to 105%  of the aggregate Letter of Credit Commitment, then, within three Business Days after receipt of  such notice, Lippert or another Borrower shall cash collateralize the LC Exposure in an aggregate  amount sufficient to cause the LC Exposure to be less than or equal to the aggregate Letter of  Credit Commitment.  (e) In the event and on each occasion that any Net Proceeds are received by or on behalf  of the Company or any Subsidiary in respect of any Prepayment Event, the Borrowers shall, within  ten Business Days after such Net Proceeds are received by the Company or such Subsidiary, prepay  the Term Loans in an aggregate amount equal to 100% of such Net Proceeds, provided that, in the  case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”,  if the Company shall deliver to the Administrative Agent a certificate of a Financial Officer to the  effect that the Loan Parties intend to apply the Net Proceeds from such event (or a portion thereof  specified in such certificate), within 360 days after receipt of such Net Proceeds, to acquire (or  replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be  used in the business of the Loan Parties, and certifying that no Event of Default has occurred and  is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net  Proceeds specified in such certificate, provided that to the extent of any such Net Proceeds that  have not been so applied by the end of such 360-day period (or, if the Company or a Subsidiary  shall have entered into an agreement committing to use such Net Proceeds within such 360-day  period, to the extent of any such Net Proceeds within 180 days after the end of such 360-day  





 






  743242935 -59-     period), a prepayment shall be required at such time in an amount equal to such Net Proceeds that  have not been so applied.  (f) All prepayments required to be made pursuant to Section 2.11(e) shall be applied  to prepay the Term Loans (and in the event Term Loans of more than one Class shall be outstanding  at the time, shall be allocated among the Term Loans pro rata based on the aggregate principal  amounts of outstanding Term Loans of each such Class) as so allocated and shall be applied to  reduce the remaining amortization payments under Section 2.10(b) ratably based on the amount of  such amortization repayments, including the amount payable on the Maturity Date.  SECTION 2.12 Fees.  (a) Lippert agrees to pay to the Administrative Agent for the account of each Revolving  Lender a commitment fee, in dollars, which shall accrue at the rate under the heading  “Commitment Fee Rate” in the definition of Applicable Rate on the actual daily amount by which  (i) such Lender’s Revolving Commitment exceeds (ii) such Lender’s Revolving Credit Exposure,  during the period from and including the Effective Date to but excluding the date on which such  Revolving Commitment terminates.  Accrued commitment fees shall be payable in arrears on the  last day of March, June, September and December of each year and on the date on which the  Revolving Commitments terminate, commencing on the first such date to occur after the date  hereof.  All commitment fees shall be computed on the basis of a year of 360 days and shall be  payable for the actual number of days elapsed (including the first day but excluding the last day).  (b) Each Borrower agrees to pay (i) to the Administrative Agent for the account of each  Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue  at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency  Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any  portion thereof attributable to unreimbursed LC Disbursements) during the period from and  including the Effective Date to but excluding the later of the date on which such Lender’s  Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and  (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately  agreed upon between Lippert and such Issuing Bank on the average daily amount of the LC  Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during  the period from and including the Effective Date to but excluding the later of the date of  termination of the Revolving Commitments and the date on which there ceases to be any LC  Exposure, as well as the applicable Issuing Bank’s standard fees with respect to the issuance,  amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder.   Participation fees and fronting fees accrued through and including the last day of March, June,  September and December of each year shall be payable on the fifteenth day following such last  day, commencing on the first such date to occur after the Effective Date; provided that all such  fees shall be payable on the date on which the Revolving Commitments terminate and any such  fees accruing after the date on which the Revolving Commitments terminate shall be payable on  demand.  Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable  within 10 days after demand.  All participation fees and fronting fees shall be computed on the  basis of a year of 360 days and shall be payable for the actual number of days elapsed (including  the first day but excluding the last day).    743242935 -60-     (c) Lippert agrees to pay to the Administrative Agent, for its own account, fees payable  in the amounts and at the times separately agreed upon between Lippert and the Administrative  Agent.  (d) All fees payable hereunder shall be paid on the dates due, in dollars in immediately  available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees  payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders.   Fees paid shall not be refundable under any circumstances.  SECTION 2.13 Interest.  (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate  Base Rate plus the Applicable Rate.  (b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the  Adjusted LIBO Rate or the Adjusted EURIBOR Rate, as applicable, for the Interest Period in  effect for such Borrowing plus the Applicable Rate.  The Loans comprising each CDOR Screen  Rate Borrowing shall bear interest at the CDOR Screen Rate for the Interest Period in effect for  such Borrowing plus the Applicable Rate.  The Loans comprising each AUD Screen Rate  Borrowing shall bear interest at the AUD Screen Rate for the Interest Period in effect for such  Borrowing plus the Applicable Rate.  Any Canadian Prime Rate Loans resulting from a conversion  pursuant to Section 2.14(f) shall bear interest at the Canadian Prime Rate plus the Applicable Rate.    (c) If, as a result of any restatement of or other adjustment to the financial statements  of the Company or for any other reason, any Borrower or the Administrative Agent determine that  (i) the Total Net Leverage Ratio as calculated by the Company as of any applicable date was  inaccurate and (ii) a proper calculation of the Total Net Leverage Ratio would have resulted in  higher pricing for any resulting period, the applicable Borrower shall immediately and  retroactively be obligated to pay to the Administrative Agent for the account of the applicable  Lenders, 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 such Borrower under the Bankruptcy Code  of the United States, automatically and without further action by the Administrative Agent or any  Lender), an amount equal to the excess of the amount of interest and fees that should have been  paid by such Borrower for such period over the amount of interest and fees actually paid for such  period by such Borrower.  (d) Notwithstanding the foregoing, if any principal of or interest on any Loan or any  fee or other amount payable by any Borrower hereunder is not paid when due, whether at stated  maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as  before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2%  plus the  rate otherwise applicable to such Loan as provided in the preceding paragraphs of this  Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as  provided in paragraph (a) of this Section.  (e) Accrued interest on each Loan shall be payable in arrears on each Interest Payment  Date for such Loan and, in the case of Revolving Loans, upon termination of the Commitments;  provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on  





 






  743242935 -61-     demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment  of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the  principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment  and (iii) in the event of any conversion of any Eurocurrency Revolving Loan prior to the end of  the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective  date of such conversion.  (f) All interest hereunder shall be computed on the basis of a year of 360 days, except  that interest computed (i) by reference to the Alternate Base Rate at times when the Alternate Base  Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days  in a leap year), and in each case shall be payable for the actual number of days elapsed (including  the first day but excluding the last day) (ii) with respect to CDOR Loans, shall each be computed  on the basis of a year of 365 days, and in each case shall be payable for the actual number of days  elapsed (including the first day but excluding the last day), or (iii) with respect to AUD Loans and  Alternative Currency Loans denominated in Pounds Sterling, shall each be computed on the basis  of a year of 365 days, and in each case shall be payable for the actual number of days elapsed  (including the first day but excluding the last day).  The applicable Alternate Base Rate, Adjusted  LIBO Rate or, LIBO Rate, Adjusted EURIBOR Rate or EURIBOR Rate shall be determined by  the Administrative Agent, and such determination shall be conclusive absent manifest error.  SECTION 2.14 Alternate Rate of Interest.   (a)  If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:  (i) the Administrative Agent determines (which determination shall be  conclusive absent manifest error) that adequate and reasonable means do not exist for  ascertaining the Adjusted LIBO Rate or, the LIBO Rate or the EURIBOR Rate, as  applicable (including because the LIBO Screen Rate or the EURIBOR Screen Rate is not  available or published on a current basis), for the applicable currency and such Interest  Period; provided that no Benchmark Transition Event shall have occurred at such time; or  (ii) the Administrative Agent is advised by the Required Lenders that the  Adjusted LIBO Rate or, the LIBO Rate, the Adjusted EURIBOR Rate or the EURIBOR  Rate, as applicable, for the applicable currency and such Interest Period will not adequately  and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans  (or its Loan) included in such Borrowing for the applicable currency and such Interest  Period;  then the Administrative Agent shall give notice thereof to the Borrowers and the Lenders by  telephone, telecopy or electronic mail as promptly as practicable thereafter and, until the  Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to  such notice no longer exist, (A) any Interest Election Request that requests the conversion of any  Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective  andin the case of any such outstanding Eurocurrency Loan denominated in Dollars, then on the  last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if  such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and  shall constitute, an ABR Loan denominated in Dollars on such day, (B) if any Borrowing Request    743242935 -62-     requests a Eurocurrency Borrowing in dollars (in the event dollars are the affected currency), such  Borrowing shall be made as an ABR Borrowing; , (C) if such Eurocurrency Loan is denominated  in any Alternative Currency, then such Loan shall, on the last day of the Interest Period applicable  to such Loan (or the next succeeding Business Day if such day is not a Business Day) bear interest  at the Central Bank Rate for the applicable Alternative Currency plus the Applicable Rate;  provided that, if the Administrative Agent determines (which determination shall be conclusive  and binding absent manifest error) that the Central Bank Rate for the applicable Alternative  Currency cannot be determined, any outstanding affected Eurocurrency Loans denominated in  such Agreed Currency shall, at the Borrower’s election prior to such day (x) be prepaid by the  Borrower on such day or (y) solely for the purpose of calculating the interest rate applicable to  such Eurocurrency Loan, such Loan shall be deemed to be a Eurocurrency Loan denominated in  Dollars and shall accrue interest at the same interest rate applicable to Eurocurrency Loans  denominated in Dollars at such time, and (D) if any Borrowing Request requests a Borrowing in  an affected Alternative Currency, then such request shall be ineffective; provided that if the  circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type  of Borrowings shall be permitted.  (b) Notwithstanding anything to the contrary herein or in any other Loan Document,  upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable,  the Administrative Agent and the Borrowers may amend this Agreement to replace the LIBO Rate  for dollars with a Benchmark Replacement. Any such amendment with respect to a Benchmark  Transition Event will become effective at 5:00 p.m. on the fifth Business Day after the  Administrative Agent has posted such proposed amendment to all Lenders and the Borrowers, so  long as the Administrative Agent has not received, by such time, written notice of objection to  such proposed amendment from Lenders comprising the Required Lenders of each Class; provided  that, with respect to any proposed amendment containing any SOFR-Based Rate, the Lenders shall  be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such  amendment with respect to an Early Opt-in Election will become effective on the date that Lenders  comprising the Required Lenders of each Class have delivered to the Administrative Agent written  notice that such Required Lenders accept such amendment. No replacement of LIBO Rate with a  Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date.  (c) In connection with the implementation of a Benchmark Replacement, the  Administrative Agent will have the right to make Benchmark Replacement Conforming Changes  from time to time and, notwithstanding anything to the contrary herein or in any other Loan  Document, any amendments implementing such Benchmark Replacement Conforming Changes  will become effective without any further action or consent of any other party to this Agreement.  (d) The Administrative Agent will promptly notify the Borrowers and the Lenders of  (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (ii)  the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark  Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark  Unavailability Period. Any determination, decision or election that may be made by the  Administrative Agent or Lenders pursuant to this Section 2.14, including any determination with  respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event,  circumstance or date and any decision to take or refrain from taking any action, will be conclusive  and binding absent manifest error and may be made in its or their sole discretion and without  





 






  743242935 -63-     consent from any other party hereto, except, in each case, as expressly required pursuant to this  Section 2.14.  (e) Upon the Borrowers’ receipt of notice of the commencement of a Benchmark  Unavailability Period, (i) any Interest Election Request that requests the conversion of any  Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective  and (ii) if any Borrowing Request requests a Eurocurrency Borrowing denominated in dollars,  such Borrowing shall be made as an ABR Borrowing.  (f) Notwithstanding any other provision of this Agreement, in the event that it becomes  unlawful for any Lender or any applicable lending office of such Lender to make, maintain, or  fund Loans whose interest is determined by reference to the Adjusted LIBO Rate for any currency,  the Adjusted EURIBOR Rate, the CDOR Screen Rate or the AUD Screen Rate, or to determine or  charge interest rates based upon the Adjusted LIBO Rate for any currency, the Adjusted EURIBOR  Rate, the CDOR Screen Rate or the AUD Screen Rate, then such Lender shall promptly notify  Lippert and the Administrative Agent thereof and (i) such Lender’s obligation to make or continue  any Eurocurrency Loans in the applicable currency, CDOR Loans or AUD Loans, as applicable,  or, in the case of such event relating to the Adjusted LIBO Rate for dollars, to convert ABR Loans  into Eurocurrency Loans, shall be suspended until the circumstances giving rise to suspension no  longer exist (in which case such Lender shall again make, maintain, and fund Eurocurrency Loans  in such currency, CDOR Loans or AUD Loans, as applicable), and in the case of such event  relating to the Adjusted LIBO Rate for dollars, each such Eurocurrency Loan then outstanding  shall be converted into ABR Loans on the last day of the then-current Interest Period with respect  thereto, and in the case of CDOR Loans then outstanding shall be converted into Canadian Prime  Rate Loans on the last day of the then-current Interest Period with respect thereto and (ii) if such  notice asserts the illegality of such Lender determining or charging interest rates based upon the  Adjusted LIBO Rate for dollars, the Administrative Agent shall during the period of such  suspension compute the Alternate Base Rate applicable to such Lender without reference to the  Adjusted LIBO 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 Adjusted LIBO Rate.  (g) Notwithstanding any other provision of this Agreement, in the event that it becomes  unlawful under U.S. Federal or applicable state or foreign law or regulation for any Lender to make  Loans or otherwise extend credit to or do business with any Foreign Borrower, then such Lender  shall promptly notify Lippert and the Administrative Agent thereof and such Lender’s obligation  to make any Loans to such Foreign Borrower shall be suspended until the circumstances giving  rise to suspension no longer exist (in which case such Lender shall again make, maintain, and fund  Loans to such Foreign Borrower).  SECTION 2.15 Increased Costs.    (a) If any Change in Law shall:  (i) impose, modify or deem applicable any reserve, special deposit, liquidity or  similar requirement (including any compulsory loan requirement, insurance charge or other  assessment) against assets of, deposits with or for the account of, or credit extended by,    743242935 -64-     any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate or  the Adjusted EURIBOR Rate) or Issuing Bank;  (ii) impose on any Lender or Issuing Bank or the London interbank market any  other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made  by such Lender or any Letter of Credit or participation therein; or  (iii) 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;  and the result of any of the foregoing shall be to increase the cost to such Lender or such other  Recipient of making, continuing, converting or maintaining any Loan (or of maintaining its  obligation to make any such Loan) or to increase the cost to such Lender, such Issuing Bank or  such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce  the amount of any sum received or receivable by such Lender, such Issuing Bank or such other  Recipient hereunder (whether of principal, interest or otherwise), then the applicable Borrower  will pay to such Lender, such Issuing Bank or such other Recipient, as the case may be, such  additional amount or amounts as will compensate such Lender, such Issuing Bank or such other  Recipient, as the case may be, for such additional costs incurred or reduction suffered (taking into  consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the  Issuing Bank’s holding company with respect to such increased costs).  (b) If any Lender or Issuing Bank determines that any Change in Law regarding capital  or liquidity requirements has or would have the effect of reducing the rate of return on such  Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding  company, if any, as a consequence of this Agreement or the Loans made by, or participations in  Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a  level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding  company could have achieved but for such Change in Law (taking into consideration such  Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding  company with respect to capital adequacy and liquidity), then from time to time the applicable  Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or  amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s  holding company for any such reduction suffered.  (c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts  necessary to compensate such Lender or Issuing Bank or its holding company, as the case may be,  as specified in paragraph (a) or (b) of this Section shall be delivered to the applicable Borrower  and shall be conclusive absent manifest error.  The applicable Borrower shall pay such Lender or  Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten (10)  days after receipt thereof.  (d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation  pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to  demand such compensation; provided that the Borrowers shall not be required to compensate a  





 






  743242935 -65-     Lender or Issuing Bank pursuant to this Section for any increased costs or reductions incurred  more than 180 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies  the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such  Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the  Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day  period referred to above shall be extended to include the period of retroactive effect thereof.  SECTION 2.16 Break Funding Payments.  In the event of (a) the payment of any  principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable  thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan  other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert,  continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant  hereto (regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in  accordance therewith), or (d)  the assignment of any Eurocurrency Loan other than on the last day  of the Interest Period applicable thereto as a result of a request by a Borrower pursuant to Section  2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss,  cost and expense attributable to such event.  In the case of a Eurocurrency Loan, such loss, cost or  expense to any Lender shall be deemed to include an amount determined by such Lender to be the  excess, if any, of (i) the amount of interest which would have accrued on the principal amount of  such Loan had such event not occurred, at the Adjusted LIBO Rate or the Adjusted EURIBOR  Rate that would have been applicable to such Loan, for the period from the date of such event to  the last day of the then current Interest Period therefor (or, in the case of a failure to borrow,  convert or continue, for the period that would have been the Interest Period for such Loan), over  (ii) the amount of interest which would accrue on such principal amount for such period at the  interest rate which such Lender would bid were it to bid, at the commencement of such period, for  deposits in the applicable currency of a comparable amount and period from other banks in the  applicable eurocurrency or other primary market for such currency.  A certificate of any Lender  setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section  shall be delivered to the applicable Borrower and shall be conclusive absent manifest error.  The  applicable Borrower shall pay such Lender the amount shown as due on any such certificate within  10 days after receipt thereof.  SECTION 2.17 Withholding of Taxes; Gross-Up.    (a) Payments Free of Taxes.  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 law.  If any applicable law (as determined in the good  faith discretion of an applicable withholding agent) requires 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 and shall timely pay the full amount deducted  or withheld to the relevant Governmental Authority in accordance with applicable law and, if such  Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased  as necessary so that after such deduction or withholding has been made (including such deductions  and withholdings applicable to additional sums payable under this Section) the applicable  Recipient receives an amount equal to the sum it would have received had no such deduction or  withholding been made.    743242935 -66-     (b) Payment of Other Taxes by the Borrowers.  The Loan Parties shall timely pay to  the relevant Governmental Authority in accordance with applicable law, or at the option of the  Administrative Agent timely reimburse it for, Other Taxes.  (c) Evidence of Payments.  As soon as practicable after any payment of Taxes by any  Loan Party to a Governmental Authority pursuant to this Section, such Loan Party shall deliver to  the Administrative Agent the original or a certified copy of a receipt issued by such Governmental  Authority evidencing such payment, a copy of the return reporting such payment or other evidence  of such payment reasonably satisfactory to the Administrative Agent.  (d) Indemnification by the Loan Parties.  Lippert shall (or shall cause the applicable  Foreign Borrower to) indemnify each Recipient, within 10 days after delivery of the certificate  referenced in Section 2.17(e), for the full amount of any Indemnified Taxes (including Indemnified  Taxes imposed or asserted on or attributable to amounts payable under this Section) 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 any Borrower  by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own  behalf or on behalf of a Lender, shall be conclusive absent manifest error.  (e) Indemnification by the Lenders.  Each Lender shall severally indemnify the  Administrative Agent, within 10 days after delivery of the certificate referenced below, for (i) any  Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not  already indemnified the Administrative Agent for such Indemnified Taxes and without limiting  the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to  comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant Register  and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by  the Administrative Agent in connection with any Loan Document, and any reasonable expenses  arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally  imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of  such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive  absent manifest error.  Each Lender hereby authorizes the Administrative Agent to setoff and apply  any and all amounts at any time owing to such Lender under any Loan Document or otherwise  payable by the Administrative Agent to the Lender from any other source against any amount due  to the Administrative Agent under this paragraph (e).  (f) Status of Lenders.  (i) Any Lender that is entitled to an exemption from or reduction  of withholding Tax with respect to payments made under any Loan Document shall deliver to the  applicable Loan Party and the Administrative Agent, at the time or times reasonably requested by  such Loan Party or the Administrative Agent, such properly completed and executed  documentation reasonably requested by such Loan Party or the Administrative Agent as will  permit such payments to be made without withholding or at a reduced rate of withholding.  In  addition, any Lender, if reasonably requested by a Loan Party or the Administrative Agent, shall  deliver such other documentation prescribed by applicable law or reasonably requested by such  Loan Party or the Administrative Agent as will enable such Loan Party or the Administrative Agent  to determine whether or not such Lender is subject to backup withholding or information reporting  





 






  743242935 -67-     requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the  completion, execution and submission of such documentation (other than such documentation set  forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) 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 the  applicable Loan Party is a U.S. Person,  (A) any Lender that is a U.S. Person shall deliver to such Loan Party 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 any Borrower or the Administrative Agent), an executed copy 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 such Loan Party 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 any Borrower or the Administrative Agent),  whichever of the following is applicable:  (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, an executed copy of IRS Form W-8BEN-E or  IRS Form W-8BEN 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 IRS Form W-8BEN 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) in the case of a Foreign Lender claiming that its extension of credit  will generate U.S. effectively connected income, an executed copy 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 Code, (x) a certificate  substantially in the form of Exhibit E-1 to the effect that such Foreign Lender is not  a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent  shareholder” of such Loan Party within the meaning of Section 881(c)(3)(B) of the  Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of  the Code (a “U.S. Tax Compliance Certificate”) and (y) an executed copy of IRS  Form W-8BEN-E or IRS Form W-8BEN; or    743242935 -68-     (4) to the extent a Foreign Lender is not the beneficial owner, an  executed copy of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS  Form W-8BEN-E, IRS Form W-8BEN, a U.S. Tax Compliance Certificate  substantially in the form of Exhibit E-2 or Exhibit E-3, 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 E-4 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 such Loan Party 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 such Loan Party 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 such Loan Party or the Administrative Agent to  determine the withholding or deduction required to be made; and  (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 Code, as applicable), such  Lender shall deliver to the Borrowers and the Administrative Agent at the time or  times prescribed by law and at such time or times reasonably requested by such  Borrower or the Administrative Agent such documentation prescribed by  applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code)  and such additional documentation reasonably requested by such Loan Party or the  Administrative Agent as may be necessary for such Loan Party and the  Administrative Agent to comply with their 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 date of this Agreement.  Each Lender agrees that if any form or certification it previously delivered expires or  becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly  notify such Loan Party and the Administrative Agent in writing of its legal inability to do so.  (g) Treatment of Certain Refunds.  If any party determines, in its sole discretion  exercised in good faith, that it has received a refund of any Taxes as to which it has been  indemnified pursuant to this Section  (including by the payment of additional amounts pursuant to  this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to  the extent of indemnity payments made under this Section with respect to the Taxes giving rise to  such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and  





 






  743242935 -69-     without interest (other than any interest paid by the relevant Governmental Authority with respect  to such refund).  Such indemnifying party, upon the request of such indemnified party, shall repay  to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties,  interest or other charges imposed by the relevant Governmental Authority) in the event that such  indemnified party is required to repay such refund to such Governmental Authority.   Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified  party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the  payment of which would place the indemnified party in a less favorable net after-Tax position than  the indemnified party would have been in if the Tax subject to indemnification and giving rise to  such refund had not been deducted, withheld or otherwise imposed and the indemnification  payments or additional amounts with respect to such Tax had never been paid.  This paragraph  shall not be construed to require any indemnified party to make available its Tax returns (or any  other information relating to its Taxes that it deems confidential) to the indemnifying party or any  other Person.  (h) VAT.  (i) All amounts expressed in any Loan Document to be payable by any party  to the Credit Agreement (for the purposes of this provision, a “Party”) to any Recipient  which (in whole or in part) constitute the consideration for any supply for VAT purposes  are deemed to be exclusive of any VAT which is chargeable on that supply, and  accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any  supply made by any Recipient to any Party under any Loan Document and such Recipient  is required to account to the relevant tax authority for the VAT, that Party must pay to such  Indemnified Person (in addition to and at the same time as paying any other consideration  for such supply) an amount equal to the amount of the VAT (and such Indemnified Person  must promptly provide an appropriate VAT invoice to that Party).  (ii) If VAT is or becomes chargeable on any supply made by any Recipient (for  the purposes of this provision, the “Supplier”) to any other Recipient (for the purposes of  this provision, the “VAT Recipient”) under any Loan Document, and any Party other than  the VAT Recipient (the “Subject Party”) is required by the terms of any Loan Document  to pay an amount equal to the consideration for such supply to the Supplier (rather than  being required to reimburse the VAT Recipient in respect of that consideration):  (A) to the extent the Supplier is the person required to account to the  relevant tax authority for the VAT, the Subject Party shall also pay to the Supplier  (in addition to and at the same time as paying such amount) an amount equal to the  amount of such VAT. The VAT Recipient will, where this paragraph (ii)(A)  applies, promptly pay to the Subject Party an amount equal to any credit or  repayment the VAT Recipient receives from the relevant tax authority which the  VAT Recipient reasonably determines relates to the VAT chargeable on the supply;  and  (B) to the extent the VAT Recipient is the person required to account to  the relevant tax authority for the VAT, the Subject Party shall promptly, following  demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the    743242935 -70-     VAT chargeable on that supply but only to the extent that the VAT Recipient  reasonably determines that it is not entitled to credit or repayment from the relevant  tax authority in respect of that VAT.  (iii) Where any Loan Document requires any Party to reimburse or indemnify a  Recipient for any cost or expense, that Party shall reimburse or indemnify (as the case may  be) such Recipient for the full amount of such cost or expense, including such part thereof  as represents VAT, save to the extent that such Recipient reasonably determines that it is  entitled to credit or repayment in respect of such VAT from the relevant tax authority.  (iv) Any reference in this Section to any Party shall, at any time when such Party  is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include  (where appropriate and unless the context otherwise requires) a reference to the person who  is treated at that time as making the supply, or (as appropriate) receiving the supply, under  the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as  implemented by the relevant member state of the European Union) or any other similar  provision in any jurisdiction which is not a member state of the European Union) so that a  reference to a Party shall be construed as a reference to that Party or the relevant group or  unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant  time or the relevant representative member (or head) of that group or unity (or fiscal unity)  at the relevant time (as the case may be).  (v) In relation to any supply made by a Recipient to any Party under any Loan  Document, if reasonably requested by such Recipient, that Party must promptly provide  details of its VAT registration and such other information as is reasonably requested in  connection with such Recipient's VAT reporting requirements in relation to such supply.  (i) Survival.  Each party’s obligations under this Section shall survive the resignation  or replacement of the Administrative Agent or any assignment of rights by, or the replacement of,  a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all  obligations under any Loan Document.  (j) Defined Terms.  For purposes of this Section, the term “Lender” includes any  Issuing Bank and the term “applicable law” includes FATCA.  SECTION 2.18 Payments Generally; Pro Rata Treatment; Sharing of Setoffs.   (a)  Each Borrower shall make each payment or prepayment required to be made by it  hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of  amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 12:00 noon, Chicago time,  on the date when due or the date fixed for any prepayment hereunder, in immediately available  funds, without setoff, recoupment or counterclaim.  Any amounts received after such time on any  date may, in the discretion of the Administrative Agent, be deemed to have been received on the  next succeeding Business Day for purposes of calculating interest thereon.  All such payments  shall be made to the Administrative Agent at its offices at 10 S. Dearborn St., Chicago, Illinois,  except payments to be made directly to Issuing Banks as expressly provided herein and except that  payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons  





 






  743242935 -71-     entitled thereto.  The Administrative Agent shall distribute any such payments received by it for  the account of any other Person to the appropriate recipient promptly following receipt thereof.  If  any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall  be extended to the next succeeding Business Day, and, in the case of any payment accruing interest,  interest thereon shall be payable for the period of such extension.  All payments hereunder shall  be made in dollars.  (b) If at any time insufficient funds are received by and available to the Administrative  Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees  then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then  due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest  and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed  LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance  with the amounts of principal and unreimbursed LC Disbursements then due to such parties.  (c) 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 its Loans of any Class or  participations in LC Disbursements resulting in such Lender receiving payment of a greater  proportion of the aggregate amount of its Loans and participations in LC Disbursements and  accrued interest thereon than the proportion received by any other Lender under such Class, then  the Lender receiving such greater proportion shall purchase (for cash at face value) participations  in the Loans and participations in LC Disbursements of other Lenders of such Class to the extent  necessary so that the benefit of all such payments shall be shared by the Lenders under such Class  ratably in accordance with the aggregate amount of principal of and accrued interest on their  respective Loans and participations in LC Disbursements under such Class; provided that (i) if any  such participations are purchased and all or any portion of the payment giving rise thereto is  recovered,  such participations shall be rescinded and the purchase price restored to the extent of  such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to  apply to any payment made by any Borrower pursuant to and in accordance with the express terms  of this Agreement or any payment obtained by a Lender as consideration for the assignment of or  sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or  participant, other than to any Borrower or any Subsidiary or Affiliate thereof (as to which the  provisions of this paragraph shall apply).  Each Borrower consents to the foregoing and agrees, to  the extent it may effectively do so under applicable law, that any Lender acquiring a participation  pursuant to the foregoing arrangements may exercise against any Borrower rights of setoff and  counterclaim with respect to such participation as fully as if such Lender were a direct creditor of  any Borrower in the amount of such participation.  (d) Unless the Administrative Agent shall have received, prior to any date on which  any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks  pursuant to the terms hereof or any other Loan Document (including any date that is fixed for  prepayment by notice from the applicable Borrower to the Administrative Agent pursuant to  Section 2.11(b)), notice from such Borrower that such Borrower will not make such payment or  prepayment, 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 Issuing Banks, 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 Issuing Banks, as the    743242935 -72-     case may be, severally agrees to repay to the Administrative Agent forthwith on demand the  amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and  including the date such amount is distributed to it to but excluding the date of payment to the  Administrative Agent, at the greater of the NYFRB Rate and a rate determined by the  Administrative Agent in accordance with banking industry rules on interbank compensation.  SECTION 2.19 Mitigation Obligations; Replacement of Lenders.    (a) If any Lender requests compensation under Section 2.15, or if any 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 2.17, then such Lender 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, such designation or assignment (i) would eliminate  or reduce amounts payable pursuant to Sections 2.15 or 2.17, as the case may be, in the future and  (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise  be disadvantageous to such Lender.  Lippert hereby agrees to pay all reasonable costs and expenses  incurred by any Lender in connection with any such designation or assignment.  (b) If any Lender requests compensation under Section 2.15, or if any 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 2.17, or if any Lender becomes a  Defaulting Lender, or if any Lender does not consent to any proposed amendment, supplement,  modification, consent or waiver of any provision of this Agreement or any other Loan Document  that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long  as the consent of the Required Lenders has been obtained), then Lippert may, at its sole expense  and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign  and delegate, without recourse (in accordance with and subject to the restrictions contained in  Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections  2.15 or 2.17) and obligations under this Agreement and the other Loan Documents to an assignee  that shall assume such obligations (which assignee may be another Lender, if a Lender accepts  such assignment); provided that (i) Lippert shall have received the prior written consent of the  Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Banks),  which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment  of an amount equal to the outstanding principal of its Loans and participations in LC  Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it  hereunder, 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) and (iii) in the case of any such assignment  resulting from a claim for compensation under Section 2.15 or payments required to be made  pursuant to Section 2.17, such assignment will result in a reduction in such compensation or  payments.  A Lender shall not be required to make any such assignment and delegation if, prior  thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Lippert to  require such assignment and delegation cease to apply. Each party hereto agrees that (i) an  assignment required pursuant to this paragraph may be effected pursuant to an Assignment and  Assumption executed by Lippert, the Administrative Agent and the assignee (or, to the extent  applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to  an Approved Electronic Platform as to which the Administrative Agent and such parties are  





 






  743242935 -73-     participants), and (ii) the Lender required to make such assignment need not be a party thereto in  order for such assignment to be effective and shall be deemed to have consented to an be bound  by the terms thereof; provided that, following the effectiveness of any such assignment, the other  parties to such assignment agree to execute and deliver such documents necessary to evidence such  assignment as reasonably requested by the applicable Lender; provided that any such documents  shall be without recourse to or warranty by the parties thereto.  SECTION 2.20 Defaulting Lenders.  Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes  a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a  Defaulting Lender:  (a)  fees shall cease to accrue on the unfunded portion of the Revolving Commitment  of such Defaulting Lender pursuant to Section 2.12(a);  (b) 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 Section 7.03 or otherwise) or received by the Administrative Agent from  a Defaulting Lender pursuant to Section 9.08 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 any Issuing Bank hereunder;  third, to cash collateralize the Issuing Banks’ LC Exposure with respect to such Defaulting Lender  in accordance with this Section; fourth, as Lippert may request (so long as no Default or Event of  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 Lippert, 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  Issuing Banks’ future LC Exposure with respect to such Defaulting Lender with respect to future  Letters of Credit issued under this Agreement, in accordance with this Section; sixth, to the  payment of any amounts owing to the Lenders, the Issuing Banks as a result of any judgment of a  court of competent jurisdiction obtained by any Lender, the Issuing Banks against such Defaulting  Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or  under any other Loan Document; seventh, so long as no Default or Event of Default exists, to the  payment of any amounts owing to any Borrower as a result of any judgment of a court of competent  jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such  Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan  Document; 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 LC Disbursements 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 LC Disbursements owed to, all non-Defaulting Lenders on  a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed  to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in    743242935 -74-     the Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure are held by  the Lenders pro rata in accordance with the Commitments without giving effect to clause (d)  below.  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 shall be deemed paid to and redirected by such Defaulting Lender, and  each Lender irrevocably consents hereto.  (c) the Commitment and Credit Exposure of such Defaulting Lender shall not be  included in determining whether the Required Lenders have taken or may take any action  hereunder (including any consent to any amendment, waiver or other modification pursuant to  Section 9.02); provided that this clause (c) shall not apply to the vote of a Defaulting Lender in the  case of an amendment, waiver or other modification requiring the consent of such Lender or each  Lender affected thereby;  (d) if any LC Exposure exists at the time such Lender becomes a Defaulting Lender  then:  (i) all or any part of the LC Exposure of such Defaulting Lender shall be  reallocated among the non-Defaulting Lenders having Revolving Commitments in  accordance with their respective Applicable Percentages of the Aggregate Revolving  Commitments but only to the extent that such reallocation does not, as to any non- Defaulting Lender, cause such non-Defaulting Lender’s Revolving Credit Exposure to  exceed its Revolving Commitment;  (ii) if the reallocation described in clause (i) above cannot, or can only partially,  be effected, the Borrowers shall within one Business Day following notice by the  Administrative Agent cash collateralize for the benefit of the Issuing Banks only the  Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after  giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the  procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;  (iii) if a Borrower cash collateralizes any portion of such Defaulting Lender’s  LC Exposure pursuant to clause (ii) above, such Borrower shall not be required to pay any  fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting  Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash  collateralized;  (iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to  clause (i) above, then the fees payable to the Lenders pursuant to Section 2.12(a) and  Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’  Applicable Percentages; and  (v) if all or any portion of such Defaulting Lender’s LC Exposure is neither  reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without  prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all  letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s  





 






  743242935 -75-     LC Exposure shall be payable to the Issuing Banks until and to the extent that such LC  Exposure is reallocated and/or cash collateralized; and  (e) so long as such Lender is a Defaulting Lender, no Issuing Bank shall be required to  issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the  Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of  the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance  with Section 2.20(d), LC Exposure related to any newly issued or increased Letter of Credit shall  be allocated among non-Defaulting Lenders in a manner consistent with Section 2.20(d)(i) (and  such Defaulting Lender shall not participate therein).  If (i) a Bankruptcy Event or a Bail-In Action with respect to a Lender Parent shall occur  following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has  a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one  or more other agreements in which such Lender commits to extend credit, no Issuing Bank shall  be required to issue, amend or increase any Letter of Credit, unless the Issuing Banks, as the case  may be, shall have entered into arrangements with the applicable Borrower or such Lender,  satisfactory to such Issuing Bank, as the case may be, to defease any risk to it in respect of such  Lender hereunder.  In the event that each of the Administrative Agent, the Borrowers and each Issuing Bank  agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be  a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the  inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such  of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary  in order for such Lender to hold such Loans in accordance with its Applicable Percentage.  SECTION 2.21  Extension of Maturity Date.    (a) Lippert may, by delivering an Extension Request to the Administrative Agent (who  shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of the  Maturity Date in effect at such time for any Class (the “Existing Maturity Date”), request that the  Lenders extend the Existing Maturity Date for such Class to the first anniversary of such Existing  Maturity Date. Each Lender under such Class, acting in its sole discretion, shall, by written notice  to the Administrative Agent given not later than the date that is the 20th day after the date of the  Extension Request, or if such date is not a Business Day, the immediately following Business Day  (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender  agrees to the requested extension. Each Lender that advises the Administrative Agent that it will  not extend the Existing Maturity Date is referred to herein as a “Non-Extending Lender”;  provided, that any Lender under the applicable Class that does not advise the Administrative Agent  of its consent to such requested extension by the Response Date and any Lender under the  applicable Class that is a Defaulting Lender on the Response Date shall be deemed to be a Non- Extending Lender. The Administrative Agent shall notify Lippert, in writing, of the Lenders’  elections promptly following the Response Date. The election of any Lender to agree to such an  extension shall not obligate any other Lender to so agree. The Maturity Date may be extended no  more than two times pursuant to this Section 2.21.    743242935 -76-     (b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or  more of the total Commitments shall constitute Non-Extending Lenders, then the Existing Maturity  Date shall not be extended for such Class and the outstanding principal balance of all Loans and  other amounts payable hereunder in respect of such Class shall be payable, and in the case of the  Revolving Commitments such Commitments shall terminate, on the Existing Maturity Date in  effect prior to such extension.  (ii) If (and only if), by the Response Date, Lenders holding Commitments and  Loans that aggregate more than 50% of the total Commitments and Loans under any  applicable Class shall have agreed to extend the Existing Maturity Date (each such  consenting Lender, an “Extending Lender”), then effective as of the Existing Maturity  Date, the Maturity Date for such Extending Lenders under such Class shall be extended to  the first anniversary of the Existing Maturity Date for such Class (subject to satisfaction of  the conditions set forth in Section 2.21(d)). In the event of such extension, (x) solely in the  case of an extension of Revolving Commitments, the Revolving Commitment of each Non- Extending Lender shall terminate on the Existing Maturity Date in effect for such Non- Extending Lender prior to such extension, (y) the outstanding principal balance of all Loans  and other amounts payable hereunder in respect of the applicable Class to such Non- Extending Lender shall become due and payable on such Existing Maturity Date and (z)  subject to Section 2.21(c) below, in the case of the Revolving Commitments, the total  Revolving Commitments hereunder shall be reduced by the Revolving Commitments of  the Non-Extending Lenders so terminated on such Existing Maturity Date.  (c) In the event of any extension of the Existing Maturity Date pursuant to Section  2.21(b)(ii), Lippert shall have the right on or before the Existing Maturity Date, at its own expense,  to require any Non-Extending Lender to transfer and assign without recourse (in accordance with  and subject to the restrictions contained in Section 9.04) all its interests, rights (other than its rights  to payments pursuant to Section 2.15, Section 2.16, Section 2.17 or Section 9.03 arising prior to  the effectiveness of such assignment) and obligations in respect of any Class under this Agreement  to one or more banks or other financial institutions identified to the Non-Extending Lender by  Lippert which may include any existing Lender (each a “Replacement Lender”); provided that (i)  such Replacement Lender, if not already a Lender hereunder, shall be subject to the approval of  the Administrative Agent and each Issuing Bank (such approvals to not be unreasonably withheld)  to the extent the consent of the Administrative Agent or the Issuing Banks would be required to  effect an assignment under Section 9.04(b), (ii) such assignment shall become effective as of a  date specified by Lippert (which shall not be later than the Existing Maturity Date in effect for  such Non-Extending Lender prior to the effective date of the requested extension) and (iii) the  Replacement Lender shall pay to such Non-Extending Lender in immediately available funds on  the effective date of such assignment the principal of and interest accrued to the date of payment  on the outstanding principal amount Loans made by it hereunder and all other amounts accrued  and unpaid for its account or otherwise owed to it hereunder, in each case under such Class on  such date.  (d) As a condition precedent to each such extension of the Existing Maturity Date  pursuant to Section 2.21(b)(ii), Lippert shall (i) deliver to the Administrative Agent a certificate of  Lippert dated as of the Existing Maturity Date signed by a Responsible Officer of Lippert  certifying that, as of such date, both before and immediately after giving effect to such extension,  





 






  743242935 -77-     (A) the representations and warranties of the Borrowers set forth in this Agreement shall be true  and correct and (B) no Default shall have occurred and be continuing and (ii) in the case of an  extension of the Revolving Commitments, first make such prepayments of the outstanding Loans  and second provide such cash collateral (or make such other arrangements satisfactory to the  applicable Issuing Bank) with respect to the outstanding Letters of Credit as shall be required such  that, after giving effect to the termination of the Commitments of the Non-Extending Lenders  pursuant to Section 2.21(b) and any assignment pursuant to Section 2.21(c), the aggregate  Revolving Credit Exposure less the face amount of any Letter of Credit supported by any such  cash collateral (or other satisfactory arrangements) so provided does not exceed the aggregate  amount of Revolving Commitments being extended.  (e) For the avoidance of doubt, (i) no consent of any Lender (other than the existing  Lenders participating in the extension of the Existing Maturity Date) shall be required for any  extension of the Maturity Date pursuant to this Section 2.21 and (ii) the operation of this Section  2.21 in accordance with its terms is not an amendment subject to Section 9.02.  SECTION 2.22 Refinancing Amendments.  (a) On one or more occasions after the Effective Date, the applicable Borrowers may  obtain, from any Lender or any other bank, financial institution or other institutional lender or  investor (other than an Ineligible Institution) that agrees to provide any portion of any Refinancing  Term Loan or Refinancing Revolving Commitment, in each case consisting of Credit Agreement  Refinancing Indebtedness, pursuant to a Refinancing Amendment in accordance with this Section  2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent and  each Issuing Bank shall have consented (not to be unreasonably withheld) to such Lender or  Additional Refinancing Lender making such Refinancing Term Loans or providing such  Refinancing Revolving Commitments, to the extent such consent, if any, would be required under  Section 9.04(b) for an assignment of Loans or Commitments, as applicable, to such Lender or  Additional Refinancing Lender), in respect of all or any portion of any facility of term Loans or  Revolving Loans (and corresponding Commitments) then outstanding under this Agreement, in  the form of Refinancing Term Loans, Refinancing Revolving Commitments and/or Refinancing  Revolving Loans pursuant to a Refinancing Amendment; provided that, notwithstanding anything  to the contrary in this Section 2.22 or otherwise:  (i) all Letters of Credit shall be participated on a pro rata basis by all Lenders  with Revolving Commitments and Refinancing Revolving Commitments in accordance  with their percentage of the Revolving Commitments and Refinancing Revolving  Commitments;  (ii) in the case of any Refinancing Revolving Commitments, substantially  concurrently with the effectiveness thereof, all Revolving Commitments then in effect shall  be terminated, and all the Revolving Loans then outstanding, together with all interest  thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be  repaid or paid (it being understood, however, that any Letters of Credit may continue to be  outstanding hereunder), and the aggregate amount of such Refinancing Revolving  Commitments does not exceed the aggregate amount of the Revolving Commitments so  terminated; and    743242935 -78-     (iii) assignments and participations of Refinancing Revolving Commitments  and Refinancing Revolving Loans shall be governed by the same assignment and  participation provisions applicable to Revolving Commitments and Revolving Loans.  (b)  The effectiveness of any Refinancing Amendment shall be subject to the  satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent  reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) such  legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents  as shall reasonably be requested by the Administrative Agent in connection with any such  transaction and (ii) reaffirmation agreements and/or such amendments to the Loan Documents as  may be reasonably requested by the Administrative Agent in order to ensure that such Credit  Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan  Documents.  Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a)  shall be in an aggregate principal amount that is (i) not less than $25,000,000 and (ii) an integral  multiple of $5,000,000 in excess thereof.  (c) Each of the parties hereto hereby agrees that this Agreement and the other Loan  Documents may be amended pursuant to a Refinancing Amendment, without the consent of any  other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms  of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such  other amendments to this Agreement and the other Loan Documents as may be necessary or  appropriate, in the reasonable opinion of the Administrative Agent and Lippert, to effect the  provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans  and/or Commitments established under the Refinancing Amendment as a new facility of loans  and/or commitments hereunder, and the Lenders hereby expressly authorize the Administrative  Agent to enter into any such Refinancing Amendment.  (d) This Section shall supersede any provisions in Section 2.18 or 9.02 to the contrary.  ARTICLE III.    Representations and Warranties  The Company and each Borrower represents and warrants to the Lenders that:  SECTION 3.01 Organization; Powers.  Each Loan Party and each of their respective  Subsidiaries is duly organized or formed, validly existing and in good standing, to the extent such  concept is applicable in the relevant jurisdiction, under the laws of the jurisdiction of its  organization, has all requisite power and authority to carry on its business as now conducted and,  except where the failure to do so, individually or in the aggregate, could not reasonably be expected  to result in a Material Adverse Effect, is qualified to do business in, and is in good standing, to the  extent such concept is applicable in the relevant jurisdiction, in every jurisdiction where such  qualification is required.  SECTION 3.02 Authorization; Enforceability.  The Transactions are within the  Borrowers’ and the other Loan Parties’ corporate or other organizational powers and have been  duly authorized by all necessary corporate or other organizational and, if required, stockholder  





 






  743242935 -79-     action.  This Agreement and each other Loan Document has been duly executed and delivered by  each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party,  enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,  reorganization, moratorium or other laws affecting creditors’ rights generally and subject to  general principles of equity, regardless of whether considered in a proceeding in equity or at law.  SECTION 3.03 Governmental Approvals; No Conflicts; No Default.  The  Transactions (a) do not require any consent or approval of, registration or filing with, or any other  action by, any Governmental Authority, except such as have been obtained or made and are in full  force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or  other organizational documents of any Loan Party or any of its Subsidiaries or any order of any  Governmental Authority, (c) will not violate or result in a default under any indenture, agreement  or other instrument binding upon any Loan Party or any of its Subsidiaries or its assets, or give  rise to a right thereunder to require any payment to be made by any Loan Party or any of its  Subsidiaries which could reasonably be expected to result in a Material Adverse Effect, and (d)  will not result in the creation or imposition of, or the requirement to create, any Lien (except in  favor of the Collateral Agent) on any asset of any Loan Party or any of its Subsidiaries.  No Loan  Party is in default in any manner under any provision of any indenture or other agreement or  instrument evidencing Indebtedness, or any other material agreement or instrument to which it is  a party or by which it or any of its properties or assets are or may be bound which could reasonably  be expected to result in a Material Adverse Effect.  SECTION 3.04 Financial Condition; No Material Adverse Change.    (a) The Company has heretofore furnished to the Lenders its consolidated balance  sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year  ended December 31, 2017, reported on by KPMG LLP, independent public accountants, and (ii)  as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2018, certified  by its chief financial officer.  Such financial statements present fairly, in all material respects, the  financial position and results of operations and cash flows of the Company and its consolidated  Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end  audit adjustments and the absence of footnotes in the case of the statements referred to in clause  (ii) above.  (b) Since December 31, 2017, there has been no adverse change in the business, assets,  operations or financial condition of the Company and its Subsidiaries, taken as a whole, except for  any changes that, individually and in the aggregate, have not resulted and could not reasonably be  expected to result in a Material Adverse Effect.  SECTION 3.05 Properties.    (a) Each Loan Party and its Subsidiaries has good title to, or valid leasehold interests  in, all its real and personal property material to its business, except for minor defects in title that,  individually and in the aggregate, could not reasonably be expected to result in a Material Adverse  Effect.    743242935 -80-     (b) Each Loan Party and its Subsidiaries owns, or is licensed to use, all trademarks,  trade names, copyrights, patents and other intellectual property material to its business, and the  use thereof by such Loan Party and its Subsidiaries does not infringe upon the rights of any other  Person, except for any such infringements that, individually or in the aggregate, could not  reasonably be expected to result in a Material Adverse Effect.  SECTION 3.06 Litigation and Environmental Matters.    (a) There are no actions, suits or proceedings by or before any arbitrator or  Governmental Authority pending against or, to the knowledge of the Company and the Borrowers,  threatened against or affecting any Loan Party or any of its Subsidiaries (i) as to which there is a  reasonable possibility of an adverse determination and that, if adversely determined, could  reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or  (ii) that involve this Agreement or the Transactions.  (b) Except with respect to any matters that, individually or in the aggregate, could not  reasonably be expected to result in a Material Adverse Effect, no Loan Party nor any of its  Subsidiaries (i) to the Company’s and the Borrower’s knowledge has failed to comply with any  Environmental Law or to obtain, maintain or comply with any permit, license or other approval  required under any Environmental Law, (ii) has become subject to any Environmental Liability,  or (iii) has received notice of any claim with respect to any Environmental Liability.  SECTION 3.07 Compliance with Laws and Agreements; No Default.  Each Loan  Party and its Subsidiaries is in compliance with all laws, regulations and orders of any  Governmental Authority applicable to it or its property and all indentures, agreements and other  instruments binding upon it or its property, except where the failure to do so, individually or in the  aggregate, could not reasonably be expected to result in a Material Adverse Effect.  No Default  has occurred and is continuing.  SECTION 3.08 Investment Company Status.  No Loan Party nor any of its  Subsidiaries is an “investment company” as defined in, or subject to regulation under, the  Investment Company Act of 1940.  SECTION 3.09 Taxes.  Each Loan Party and its Subsidiaries has timely filed or  caused to be filed all Tax returns and reports required to have been filed and has paid or caused to  be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in  good faith by appropriate proceedings and for which the Company or such Subsidiary, as  applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so  could not reasonably be expected to result in a Material Adverse Effect.  SECTION 3.10 ERISA.  No ERISA Event has occurred or is reasonably expected to  occur that, when taken together with all other such ERISA Events for which liability is reasonably  expected to occur, could reasonably be expected to result in a Material Adverse Effect.  SECTION 3.11 Disclosure.   (a) The Borrowers have disclosed to the Lenders all agreements, instruments and  corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters  





 






  743242935 -81-     known to it, that, individually or in the aggregate, could reasonably be expected to result in a  Material Adverse Effect.  Neither any report nor any of the financial statements, certificates or  other information furnished by or on behalf of any Borrower or any Subsidiary to the  Administrative Agent or any Lender in connection with the negotiation of this Agreement or  delivered hereunder (as modified or supplemented by other information so furnished) contains any  material misstatement of fact or omits to state any material fact necessary to make the statements  therein, in the light of the circumstances under which they were made, not misleading; provided  that, with respect to projected financial information, the Borrowers represent only that such  information was prepared in good faith based upon assumptions believed to be reasonable at the  time.  (b) As of the Effective Date, to the best knowledge of each Borrower, the information  included in any Beneficial Ownership Certification provided on or prior to the Effective Date to  any Lender in connection with this Agreement is true and correct in all respects.  SECTION 3.12 Anti-Corruption Laws and Sanctions.  The Company has  implemented and maintains in effect policies and procedures designed to ensure compliance, in all  material respects, by the Company, its Subsidiaries and their respective directors, officers,  employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Company, its  Subsidiaries and their respective officers and directors and, to the knowledge of the Company and  the Borrowers, their respective employees and agents, are in compliance with Anti-Corruption  Laws and applicable Sanctions in all material respects and are not knowingly engaged in any  activity that would reasonably be expected to result in any Loan Party or any of their respective  Subsidiaries being designated as a Sanctioned Person.  None of (a) any Loan Party, any Subsidiary,  any of their respective directors or officers or, to the knowledge of any Loan Party or any of their  respective Subsidiaries, employees, or (b) to the knowledge of the Company or the Borrowers, any  agent of the Company or any Subsidiary that will act in any capacity in connection with or benefit  from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of  Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti- Corruption Law or applicable Sanctions.  SECTION 3.13 EEA Financial Institutions.  No Loan Party is an EEA Financial  Institution.  SECTION 3.14 Plan Assets; Prohibited Transactions.  None of the Company or any  of its Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of the Plan Asset  Regulations), and neither the execution, delivery nor  performance of the transactions  contemplated under this Agreement, including the making of any Loan and the issuance of any  Letter of Credit hereunder, will give rise to a non-exempt prohibited transaction under Section 406  of ERISA or Section 4975 of the Code.  SECTION 3.15 Margin Regulations.  Each Borrower is not engaged and will not  engage, principally or as one of its important activities, in the business of purchasing or carrying  Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no  part of the proceeds of any Borrowing or Letter of Credit extension hereunder will be used to buy  or carry any 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    743242935 -82-     Borrower only or of such Borrower and its Subsidiaries on a consolidated basis) will be Margin  Stock.  SECTION 3.16 Solvency.  The Company and its Subsidiaries (taken as a whole) are  Solvent as of the Effective Date.  SECTION 3.17 Security Documents.  The Pledge Agreement creates (and  continues) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal,  valid and enforceable security interest in the Collateral and, when (i) such Collateral consisting of  certificated Equity Interests is delivered to the Collateral Agent (or to the extent it has heretofore  been delivered under the Existing Credit Agreement) together with duly executed, undated  instruments of transfer, and (ii) financing statements in appropriate form in respect of limited  partnership interests constituting Collateral thereunder are (or have heretofore been) filed in the  offices specified therein, the Pledge Agreement and the Lien created (and continued) thereunder  will continue to constitute a fully perfected first priority Lien on, and security interest in such  Collateral, in each case prior and superior in right to any other Person except for the Lien of  Prudential securing the Prudential Debt to the extent set forth in the Prudential Intercreditor  Agreement.  SECTION 3.18 Subsidiaries.  The Subsidiaries of the Company and their respective  business forms, jurisdictions of organization, addresses, and respective equity owners, as of the  date hereof, are set forth on Schedule 3.18 hereto.  Except as so disclosed, no Loan Party  or  Subsidiary thereof has any Subsidiaries or Equity Interests in, or joint ventures or partnerships  with, any Person as of the Effective Date.  SECTION 3.19 Labor Matters.  Except as disclosed in the materials referred to in  Section 3.04(a), (a) there are no strikes or other labor disputes or grievances pending or, to the  knowledge of any Borrower, threatened, against any Loan Party, except for such disputes or  grievances that, individually and in the aggregate, could not reasonably be expected to result in a  Material Adverse Effect and (b) no Loan Party is a party to any collective bargaining agreement.  SECTION 3.20 SEC Matters.  The Company is in compliance with applicable  federal, provincial, territorial and state securities laws and/or rules and regulations of the SEC, and  with applicable state and provincial securities laws and/or rules and regulations of state and  provincial securities authorities and of any stock exchanges or other self-regulatory organizations  having jurisdiction of the Company and/or its securities, in each case except where the failure to  do so, individually and in the aggregate, could not reasonably be expected to result in a Material  Adverse Effect.  SECTION 3.21 Restrictive Agreements.  No Loan Party nor any Subsidiary thereof  is a party to any agreement or other arrangement that prohibits, restricts or imposes any condition  upon (a) the ability of such Loan Party or Subsidiary to create, incur or permit to exist any Lien  upon any of its property or assets, or (b) the ability of any Loan Party or Subsidiary to pay  dividends or other distributions with respect to any shares of its capital stock or other equity  interests; other than (i) restrictions and conditions imposed by law or by this Agreement, (ii)  restrictions and conditions existing on the date hereof identified in the materials referred to in  





 






  743242935 -83-     Section 3.04(a) or (b) or as set forth on Schedule 6.09, and (iii) restrictions and conditions  permitted under Section 6.09.  SECTION 3.22 Centre of Main Interests.  In relation to the Loan Parties  incorporated in the Netherlands, for the purpose of Regulation (EU) No 2015/848 of the European  Parliament and of the Council of the European Union of 20 May 2015 on insolvency proceedings  (recast) (the Insolvency Regulation), its centre of main interest (as that term is used in Article 3(1)  of the Insolvency Regulation) is situated in the jurisdiction of its registered office  and it has no  “establishment” (as that term is used in Article 2(10) of the Insolvency Regulations) in any other  jurisdiction.  SECTION 3.23 Tax Residency. With the exception of LCI Industries C.V., no Dutch  Borrower is, nor will any Dutch Borrower at any time during the term of the Agreement be,  considered to be a resident of any jurisdiction other than The Netherlands for the purposes of any  double taxation convention concluded by The Netherlands, for the purposes of the Tax  Arrangement for the Kingdom (Belastingregeling voor het Koninkrijk) or for purposes of the Tax  Arrangement for the country of The Netherlands (Belastingregeling voor het land Nederland), or  otherwise. With the exception of LCI Industries C.V., the Loans, or any other elements in relation  to the Agreement, cannot, nor will at any time during the term of the Agreement, be attributable  to a permanent establishment or permanent representative of a Dutch Borrower outside the  Netherlands.  SECTION 3.24 Singapore Personal Data.  With respect to each Foreign Borrower  which is incorporated in Singapore, such Foreign Borrower acknowledges that it may provide  Personal Data to the Administrative Agent, the Issuing Bank and/or the Lenders (including without  limitation Personal Data of that Foreign Borrower’s office holders, employees, shareholders and  beneficial owners) in connection with the establishment and maintenance of that Foreign  Borrower’s relationship with the Issuing Bank and/or the Lenders, as applicable, under this  Agreement. When providing any Personal Data to the Administrative Agent, the Issuing Bank  and/or the Lenders, each Foreign Borrower which is incorporated in Singapore confirms that it is  lawfully providing such Personal Data for the Administrative Agent, the Issuing Bank and/or the  Lenders, as applicable, to use and disclose for the purposes of (a) providing products or services  to that Foreign Borrower, (b) meeting the operational, administrative and risk management  requirements of such Administrative Agent, Issuing Bank and/or the Lender and their respective  branches and Affiliates (collectively, “Lender Group”) and (c) complying with any requirements,  as the Lender Group reasonably deems necessary, under any law or of any court, government  authority or regulator. For such purposes, “Personal Data” has the meaning given to it in the  Personal Data Protection Act 2012 (Act 26 of 2012) of Singapore.  SECTION 3.25 Singapore Borrowers.  Each Foreign Borrower which is  incorporated in Singapore, is not a “declared company” under Part IX of the Companies Act  (Chapter 50 of Singapore).  ARTICLE IV.    Conditions    743242935 -84-     SECTION 4.01 Effective Date.  The obligations of the Lenders to make Loans and  of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date  on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):  (a) The Administrative Agent (or its counsel) shall have received (i) from each party  hereto either (x) a counterpart of this Agreement signed on behalf of such party or (y) written  evidence satisfactory to the Administrative Agent (which may include telecopy or electronic  transmission of a signed signature page of this Agreement) that such party has signed a counterpart  of this Agreement and (ii) an Omnibus Reaffirmation in substantially the form of Exhibit F (the  “Omnibus Reaffirmation”) duly executed by each Loan Party.  (b) The Administrative Agent shall have received a favorable written opinion  (addressed to the Administrative Agent, the Collateral Agent, and the Lenders and dated the  Effective Date) of (i) Faegre Baker Daniels LLP, U.S. counsel for the Loan Parties, in a form  reasonably acceptable to the Administrative Agent, (ii) Loyens & Loeff N.V., Dutch counsel to  the Administrative Agent, in a form reasonably acceptable to the Administrative Agent and (iii)  May Oberfell Lorber, local counsel for certain of the Loan Parties, in a form reasonably acceptable  to Administrative Agent.  The Borrowers hereby request such counsel to deliver such opinions.  (c) The Administrative Agent shall have received such documents and certificates as  the Administrative Agent or its counsel may reasonably request relating to the organization,  existence and good standing, to the extent such concept is applicable in the relevant jurisdiction,  of each Loan Party, the authorization of the Transactions and any other legal matters relating to  the Loan Parties, this Agreement or the Transactions, all in form and substance satisfactory to the  Administrative Agent and its counsel.  (d) The Administrative Agent shall have received a certificate, dated the Effective Date  and signed by the President, a Vice President or a Financial Officer of the Company, confirming  compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.  (e) The Administrative Agent shall have received all fees and other amounts due and  payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or  payment of all out of pocket expenses required to be reimbursed or paid by the Borrowers  hereunder.  (f) The Administrative Agent shall have received the audited financial statements and  the unaudited quarterly financial statements of the Company referred to in Section 3.04(a).  (g) (i) The Administrative Agent and each Lender shall have received, at least five days  prior to the Effective Date, all documentation and other information regarding the Loan Parties  requested in connection with applicable “know your customer” and anti-money laundering rules  and regulations, including the Patriot Act, to the extent requested in writing of the Borrowers at  least 10 days prior to the Effective Date and (ii) to the extent any Borrower qualifies as a “legal  entity customer” under the Beneficial Ownership Regulation, at least five days prior to the  Effective Date, any Lender that has requested, in a written notice to such Borrower at least 10 days  prior to the Effective Date, a Beneficial Ownership Certification in relation to such Borrower shall  have received such Beneficial Ownership Certification (provided that, upon the execution and  





 






  743242935 -85-     delivery by such Lender of its signature page to this Agreement, the condition set forth in this  clause (ii) shall be deemed to be satisfied).  (h) Each Lender requesting the same shall have received a duly executed Revolving  Credit Note (or an amendment and restatement thereof) (each, a “Revolving Credit Note”, which  term shall also include all amendments and replacements thereof or substitutions therefor).  The Administrative Agent shall notify the Borrowers and the Lenders of the Effective Date, and  such notice shall be conclusive and binding.  Notwithstanding the foregoing, the obligations of the  Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not  become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section  9.02) at or prior to 3:00 p.m., Chicago time, on December 14, 2018 (and, in the event such  conditions are not so satisfied or waived, the Commitments shall terminate at such time).  SECTION 4.02 Each Credit Event.  The obligation of each Lender to make a Loan  on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any  Letter of Credit, is subject to the satisfaction of the following conditions:  (a) The representations and warranties of the Loan Parties set forth in this Agreement  and each other Loan Document shall be true and correct in all material respects on and as of the  date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter  of Credit, as applicable except to the extent such representations and warranties specifically relate  to an earlier date, in which case such representations and warranties shall have been true and  correct in all material respects on and as of such earlier date; provided that any such representations  and warranties that are qualified by materiality or as to Material Adverse Effect shall be true and  correct in all respects on and as of such date.  (b) At the time of and immediately after giving effect to such Borrowing or the  issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall  have occurred and be continuing.  Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall  be deemed to constitute a representation and warranty by the applicable Borrower on the date  thereof as to the matters specified in paragraphs (a) and (b) of this Section.  ARTICLE V.    Affirmative Covenants  Until the Commitments have expired or been terminated and the principal of and interest  on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit  shall have expired, terminated or been cash collateralized to the reasonable satisfaction of the  applicable Issuing Bank, in each case, without any pending draw, and all LC Disbursements shall  have been reimbursed, the Company and each Borrower covenants and agrees with the Lenders  that:  SECTION 5.01 Financial Statements; Ratings Change and Other Information.   Lippert will furnish to the Administrative Agent and each Lender:    743242935 -86-     (a) within 120 days after the end of each fiscal year of the Company, its audited  consolidated balance sheet and related statements of operations, stockholders’ equity and cash  flows as of the end of and for such year, setting forth in each case in comparative form the figures  for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants  of recognized national standing (without a “going concern” or like qualification commentary or  exception and without any qualification or exception as to the scope of such audit) to the effect  that such consolidated financial statements present fairly in all material respects the financial  condition and results of operations of the Company and its consolidated Subsidiaries on a  consolidated basis in accordance with GAAP consistently applied;  (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal  year of the Company, its consolidated balance sheet and related statements of operations,  stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed  portion of the fiscal year, setting forth in each case in comparative form the figures as of the end  of and for the corresponding period or periods of the previous fiscal year, all certified by one of its  Financial Officers as presenting fairly in all material respects the financial condition and results of  operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance  with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of  footnotes;  (c) concurrently with any delivery of financial statements under clause (a) or (b) above,  a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has  occurred and, if a Default has occurred, specifying the details thereof and any action taken or  proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations  demonstrating compliance with Section 6.10 and (iii) stating whether any change in GAAP or in  the application thereof has occurred since the date of the audited financial statements referred to  in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the  financial statements accompanying such certificate;  (d) promptly after the same become publicly available, copies of all periodic and  material other reports, proxy statements and other materials filed by the Company or any  Subsidiary with the SEC or any Governmental Authority succeeding to any or all of the functions  of the SEC, or with any national securities exchange, or distributed by the Company to its  shareholders generally, as the case may be;  (e) promptly after receipt thereof by the Company 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 investigation or possible investigation or other inquiry by  the SEC or such other agency regarding financial or other operational results of the Company or  any Subsidiary thereof;  (f) promptly following any request therefor, copies of any detailed audit reports,  management letters or recommendations submitted to the board of directors (or the audit  committee of the board of directors) of the Company by independent accountants in connection  with the accounts or books of the Company or any Subsidiary, or any audit of any of them as the  Administrative Agent or any Lender (through the Administrative Agent) may reasonably request;  





 






  743242935 -87-     (g) promptly, a copy of any promissory notes issued under the Prudential Shelf  Agreement (or a summary of any extension of credit thereunder or pursuant thereto not evidenced  by a promissory note) and a copy of any certificate or notice given by any Loan Party or any  Subsidiary thereof to Prudential or to the holders of any Prudential Notes or other Prudential Debt,  or received by any Loan Party or any Subsidiary thereof from Prudential or any holder of a  Prudential Note or other Prudential Debt; and  (h) promptly following any request therefor, (x) such other information regarding the  operations, business affairs and financial condition of the Company or any Subsidiary, or  compliance with the terms of this Agreement, as the Administrative Agent or any Lender (through  the Administrative Agent) may reasonably request and (y) information and documentation  reasonably requested by the Administrative Agent or any Lender for purposes of compliance with  applicable “know your customer” and anti-money laundering rules and regulations, including the  Patriot Act and the Beneficial Ownership Regulation.  Documents required to be delivered pursuant to Section 5.01(a), (b) or (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  such materials are publicly available as posted on the Electronic Data Gathering, Analysis and  Retrieval system (EDGAR); or (ii) on which such documents are 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 made available by the  Administrative Agent); provided that, if requested by the Administrative Agent, the Company shall  notify the Administrative Agent (by telecopier or electronic mail) of the posting of any 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 timely accessing posted documents or  requesting delivery of paper copies of such document to it and maintaining its copies of such  documents.  SECTION 5.02 Notices of Material Events.  The Borrowers will furnish to the  Administrative Agent and each Lender prompt written notice of the following:  (a) the occurrence of any Default;  (b) the filing or commencement of any action, suit or proceeding by or before any  arbitrator or Governmental Authority against or affecting the Company or any Affiliate thereof,  including pursuant to any applicable Environmental Laws, that, if adversely determined, could  reasonably be expected to result in a Material Adverse Effect;  (c) the occurrence of any ERISA Event that, alone or together with any other ERISA  Events that have occurred, could reasonably be expected to result in liability of the Company and  its Subsidiaries in an aggregate amount exceeding $15,000,000;  (d) notice of any action arising under any Environmental Law or of any noncompliance  by any Loan Party or any Subsidiary with any Environmental Law or any permit, approval, license    743242935 -88-     or other authorization required thereunder that, if adversely determined, could reasonably be  expected to result in a Material Adverse Effect;  (e) any material change in accounting or financial reporting practices by any Loan  Party or any Subsidiary;  (f) any other development that results in, or could reasonably be expected to result in,  a Material Adverse Effect; and  (g) any change in the information provided in the Beneficial Ownership Certification  delivered to such Lender that would result in a change to the list of beneficial owners identified in  such certification.  Each notice delivered under this Section shall be accompanied by a statement of a Financial  Officer or other executive officer of the Company or of Lippert setting forth the details of the event  or development requiring such notice and any action taken or proposed to be taken with respect  thereto.  SECTION 5.03 Existence; Conduct of Business.  Except where the failure to do so  would not have a Material Adverse Effect, each Borrower will, and will cause each of its  Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full  force and effect its legal existence and the rights, licenses, permits, privileges and franchises  material to the conduct of its business; provided that the foregoing shall not prohibit any merger,  consolidation, Division, liquidation or dissolution permitted under Section 6.03.  SECTION 5.04 Payment of Obligations.  The Company and each Borrower will, and  will cause each of its Subsidiaries to, pay its obligations, including liabilities for Taxes, that, if not  paid, could result in a Material Adverse Effect before the same shall become delinquent or in  default, except where (a) the validity or amount thereof is being contested in good faith by  appropriate proceedings, (b) the Company, such Borrower or such Subsidiary has set aside on its  books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make  payment pending such contest could not reasonably be expected to result in a Material Adverse  Effect.  SECTION 5.05 Maintenance of Properties; Insurance.  Each Borrower will, and will  cause each other Loan Party and each of their respective Subsidiaries to, (a) keep and maintain all  property material to the conduct of its business in good working order and condition, ordinary  wear and tear excepted, and (b) maintain, with financially sound and reputable insurance  companies, insurance in such amounts and against such risks as are customarily maintained by  companies engaged in the same or similar businesses operating in the same or similar locations.  SECTION 5.06 Books and Records; Inspection Rights.  Each Borrower will, and  will cause each of their respective Subsidiaries to, keep proper books of record and account in  which full, true and correct entries are made of all dealings and transactions in relation to its  business and activities.  Each Borrower will, and will cause each of their respective Subsidiaries  to, permit any representatives designated by the Administrative Agent or any Lender, upon  reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its  





 






  743242935 -89-     books and records, and to discuss its affairs, finances and condition with its officers and  independent accountants, all at such reasonable times and as often as reasonably requested.  SECTION 5.07 Compliance with Laws.  Each Borrower will, and will cause each of  their respective Subsidiaries to, comply with all laws, rules, regulations and orders of any  Governmental Authority applicable to it or its property, except where the failure to do so,  individually or in the aggregate, could not reasonably be expected to result in a Material Adverse  Effect.  Each Borrower will maintain in effect and enforce policies and procedures designed to  ensure compliance by such Borrower, its respective Subsidiaries and their respective directors,  officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.  SECTION 5.08 Use of Proceeds and Letters of Credit.  The proceeds of the Loans  will be used only for working capital and general corporate purposes, including the repayment of  any loans outstanding under the Existing Credit Agreement on the Effective Date; provided that  (i) the proceeds of any Incremental Term Loans shall be for any purposes not prohibited hereunder  as may be agreed by the Lenders providing such loans and (ii) the proceeds of any Credit  Agreement Refinancing Indebtedness shall be solely for purposes described in the definition of  Credit Agreement Refinancing Indebtedness.  No part of the proceeds of any Loan will be used,  whether directly or indirectly, for any purpose that entails a violation of any of the regulations of  the Federal Reserve Board, including Regulations T, U and X.  Letters of Credit will be issued  only to support payment (and/or guarantee) obligations of the Borrowers to the beneficiaries  thereof.  The Borrowers will not request any Borrowing or Letter of Credit, and the Borrowers  shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers,  employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in  furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of  money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for  the purpose of funding, financing or facilitating any activities, business or transaction of or with  any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person  required to comply with Sanctions, or (C) in any manner that would result in the violation of  any  Sanctions applicable to any party hereto.  SECTION 5.09 Accuracy of Information.  The Company and the Borrowers will  ensure that any information, including financial statements or other documents, furnished to the  Administrative Agent or the Lenders in connection with this Agreement or any amendment or  modification hereof or waiver hereunder contains no material misstatement of fact or omits to state  any material fact necessary to make the statements therein, in the light of the circumstances under  which they were made, not misleading, and the furnishing of such information shall be deemed to  be a representation and warranty by such Borrower on the date thereof as to the matters specified  in this Section; provided that, with respect to projected financial information, the Borrowers  represent only that such information was prepared in good faith based upon assumptions believed  to be reasonable at the time.  SECTION 5.10 Additional Guarantors; Additional Collateral; Additional Parties to  Subordination Agreement.  If any Person (a) after the Effective Date becomes (whether upon its  formation, by acquisition of its Equity Interests, or otherwise) and continues to be a Subsidiary of  any Loan Party, other than an Immaterial Subsidiary (a “New Subsidiary”), or (b) that was an  Immaterial Subsidiary of a Loan Party (x) ceases to be an Immaterial Subsidiary of a Loan Party    743242935 -90-     or (y) becomes a borrower, co-borrower, issuer or guarantor in respect of, or pledges shares of its  subsidiaries to secure, the obligations under any Prudential Notes or other Prudential Debt (any  such Subsidiary, a “New Guarantor”), the Borrowers shall, within 30 days, furnish notice in  writing of such facts to the Administrative Agent and (i) cause such New Subsidiary or other New  Guarantor to become a Guarantor (unless such Subsidiary is a “controlled foreign corporation”  within the meaning of Code Section 957(a) (a “CFC”), so long as such CFC has not guaranteed or  pledged collateral to secure the obligations under any Prudential Notes or other Prudential Debt)  pursuant to an instrument in form, scope, and substance satisfactory to the Administrative Agent,  (ii) deliver or cause to be delivered, or assign, to the Collateral Agent subject to the Lien in favor  of the Collateral Agent under the Pledge Agreement, the certificates representing all Equity  Interests of the New Subsidiary or other New Guarantor owned by a Loan Party (or Subsidiary  thereof) (provided that if such New Subsidiary or other New Guarantor is a CFC, certificates or  other evidence of Equity Interests representing only sixty-five percent (65.00%) of its outstanding  Equity Interests shall be delivered and only to the extent that the owner of such Equity Interests is  a Loan Party (other than a Foreign Borrower or a CFC), unless in each case any additional such  shares have been delivered or pledged to secure the obligations under any Prudential Notes or other  Prudential Debt), together with appropriate instruments of transfer required under the Pledge  Agreement; and (iii) cause such New Subsidiary or other New Guarantor (unless it is a CFC, so  long as such CFC has not guaranteed or pledged collateral to secure the obligations any Prudential  Notes or other Prudential Debt) to become a party to the Security Documents pursuant to one or  more instruments or agreements satisfactory in form and substance to the Collateral Agent, the  effect of which shall be to secure the Obligations by a first priority Lien on and security interest in  (which Lien and security interest may be pari passu with a like Lien and security interest in the  Notes Collateral Agent for the holders of any Prudential Notes or other Prudential Debt) the Equity  Interests of such New Subsidiary or other New Guarantor; provided, however, that in any event,  prior to the time that any New Subsidiary or other New Guarantor receives the proceeds of, or  makes, any loan or advance or other extension of credit, from or to, or otherwise becomes the  obligor or obligee in respect of any Indebtedness of, any Loan Party or Subsidiary thereof, the  Borrowers shall (A) cause to be taken, in respect of any such obligor, the action referred to in the  preceding clauses (i), (ii), and (iii) to the extent required under the terms of such clauses, and (B)  in the case of any such obligee, cause such obligee to become a party to the Subordination  Agreement pursuant to one or more instruments or agreements satisfactory in form and substance  to the Administrative Agent.  SECTION 5.11 Further Assurances.  Each Borrower will, and will cause each other Loan Party and each of their respective  Subsidiaries to, execute any and all further documents, financing statements, agreements and  instruments, and take all further action (including filing Uniform Commercial Code and other  financing statements and the establishment of and deposit of Collateral into custody accounts) that  the Required Lenders, the Administrative Agent, or the Collateral Agent, may request, in order to  effectuate the transactions contemplated by the Loan Documents and (except for a Loan Party that  is a CFC (other than as provided in Section 5.10)) in order to grant, preserve, protect and perfect  the validity and first priority of the security interests created or intended to be created by the  Security Documents, it being understood that it is the intent of the parties that the Obligations shall  be secured by, among other things, all the interests of the Loan Parties (other than any Foreign  Borrowers) in each Subsidiary (other than a CFC, in which case only an interest in sixty-five  





 






  743242935 -91-     percent (65.00%) of the outstanding shares thereof shall be pledged as security except as provided  in Section 5.10), including any such interests acquired subsequent to the Effective Date.  Such  security interests and Liens will be created under the Security Documents and other security  agreements, and other instruments and documents in form and substance satisfactory to the  Administrative Agent, and the Borrowers shall deliver or cause to be delivered to the Lenders all  such instruments and documents (including legal opinions, and lien searches) as the Administrative  Agent or the Required Lenders shall reasonably request to evidence compliance with this Section  5.11.  Each Borrower agrees to provide such evidence as the Required Lenders shall reasonably  request as to the perfection and priority status of each such security interest and Lien (which Lien  and security interest may be coordinate with a like Lien in Prudential for the benefit of the  Prudential Notes or any other Prudential Debt).  ARTICLE VI.    Negative Covenants  Until the Commitments have expired or terminated and the principal of and interest on each  Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired,  terminated or been cash collateralized to the reasonable satisfaction of the applicable Issuing Bank,  in each case, without any pending draw,  and all LC Disbursements shall have been reimbursed,  the Company and each Borrower covenants and agrees with the Lenders that:  SECTION 6.01 Indebtedness.  The Company and the Borrowers will not, nor will  the Company or any Borrower permit any of its or their respective direct or indirect Subsidiaries,  directly or indirectly to, create, incur, assume or permit to exist any Indebtedness or any preferred  Equity Interests, except:  (a) Indebtedness created hereunder or under the Loan Documents;  (b) Indebtedness of a Loan Party in respect of any of the Prudential Notes or any other  Prudential Debt or otherwise pursuant to the Prudential Shelf Agreement and Indebtedness  incurred in substitution, refinancing or replacement of such Indebtedness, so long as, in the case  of any such Indebtedness incurred after the Effective Date (other than Indebtedness incurred in  substitution, refinancing or replacement of Indebtedness outstanding pursuant to this clause (b) in  an amount not to exceed the amount of such Indebtedness being substituted, refinanced or replaced  (except by the amount of any accrued interest and premiums with respect to such Indebtedness and  transaction fees, costs and expenses in connection with such substitution, refinancing or  replacement)) the Company is in compliance on a Pro Forma Basis with the covenants set forth in  Section 6.10;  (c) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and  extensions, renewals and replacements of any such Indebtedness that do not increase the  outstanding principal amount thereof (except by the amount of any accrued interest and premiums  with respect to such Indebtedness and transaction fees, costs and expenses in connection with such  extension, renewal or replacement thereof);    743242935 -92-     (d) Indebtedness of one Loan Party or a Subsidiary of a Loan Party to another Loan  Party or Subsidiary of a Loan Party; provided that any such Indebtedness (x) shall not be prohibited  by Section 6.05 and (y) owing by the Company or any Guarantor to any Foreign Borrower or any  Subsidiary that is not a Loan Party shall be subordinated to the Obligations on subordination terms  reasonably acceptable to the Administrative Agent;  (e) Indebtedness of any Borrower or any Subsidiary incurred to finance the acquisition,  construction or improvement of any fixed or capital assets, including purchase money  Indebtedness and Capital Lease Obligations and any Indebtedness assumed in connection with the  acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition  thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase  the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to  or within 180 days (and in the case of industrial revenue bonds, 360 days) after such acquisition  or the completion of such construction or improvement and (ii) the aggregate principal amount of  Indebtedness permitted by this clause (e) shall not exceed $50,000,000 at any time outstanding;  (f) Indebtedness of any Person that becomes a Subsidiary after the date hereof other  than as a result of a Division; 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 such Person becoming a Subsidiary, the  Company shall be in compliance with the covenants set forth in Section 6.10 on a Pro Forma Basis;  (g) [reserved]; Indebtedness in respect of Banking Services Obligations;   (h) Indebtedness of Subsidiaries (other than Loan Parties) in an aggregate outstanding  amount not to exceed $125,000,000 at any time;  (i) Indebtedness in respect of Swap Agreements permitted under Section 6.06;  (j) preferred stock of any Subsidiary issued on or prior to the Effective Date;   (k) Indebtedness of, or preferred stock issued by, any Subsidiary to the Company or  any other Subsidiary and permitted under Section 6.05;  (l) contingent obligations in respect of customary indemnification and purchase price  adjustment obligations incurred in connection with Dispositions of properties or assets or with  purchases of properties or assets permitted hereunder;  (m) Guarantees in respect of any Indebtedness permitted pursuant to this Section 6.01  if such guaranteeing Person would be permitted to incur such Indebtedness under this Section 6.01;  (n) obligations in respect of performance bonds and completion, guarantee, surety and  similar bonds, in each case obtained in the ordinary course of business to support statutory and  contractual obligations (other than Indebtedness) arising in the ordinary course of business;  (o) Indebtedness arising from the honoring of a bank or other financial institution of a  check, draft or other similar instrument drawn against insufficient funds in the ordinary course of  business;  





 






  743242935 -93-     (p) Indebtedness arising from the endorsement of items for deposit or collection of  commercial paper received in the ordinary course of business;   (q) Indebtedness incurred in connection with the financing of insurance premiums; and  (r) (i) other Indebtedness so long as both before and after giving effect to the  incurrence of such Indebtedness, (x) no Default or Event of Default shall have occurred and shall  be continuing and (y) the Company shall be in compliance with the covenants set forth in Section  6.10 on a Pro Forma Basis, and (ii) extensions, renewals and replacements of any such  Indebtedness incurred pursuant to clause (i) that do not increase the outstanding principal amount  thereof (except by the amount of any accrued interest and premiums with respect to such  Indebtedness and transaction fees, costs and expenses in connection with such extension, renewal  or replacement thereof); provided that, in the case of clauses (i) and (ii), the covenants,  representations and defaults governing such Indebtedness shall not be more restrictive (taken as a  whole) than those applicable to the existing commitments and loans, except to the extent (x) this  Agreement shall be modified to grant the as the existing commitments and loans the benefit of  such more restrictive provisions, (y) applicable solely to periods after the latest maturity date with  respect to the existing commitments and loans hereunder in effect at the time of incurrence or  issuance of such Credit Agreement Refinancing Indebtedness or (z) as otherwise agreed by the  Administrative Agent in its reasonable discretion.  SECTION 6.02 Liens.  The Company and the Borrowers shall not, and shall not  permit any other Loan Party or any of its or their Subsidiaries to, create, incur, assume or permit  to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell  any income or revenues (including accounts receivable) or rights in respect of any thereof, except:  (a) Permitted Encumbrances;  (b) any Lien on any property or asset of any Loan Party or any Subsidiary existing on  the date hereof and set forth in Schedule 6.02 and extensions, renewals and replacements thereof  that do not increase the outstanding principal amount thereof (except by the amount of any accrued  interest and premiums with respect to such Indebtedness and transaction fees, costs and expenses  in connection with such extension, renewal or replacement thereof and except that any such Liens  on properties constructed, improved or acquired with the proceeds of industrial revenue or  development bond issues representing Indebtedness of a Loan Party owing directly or indirectly  to GE Capital Finance, Inc., and which Liens secure only such issues, whether such issues are  outstanding as of the Effective Date or which are thereafter outstanding, may secure other such  issues representing Indebtedness so owing to such obligee the proceeds of which have been used  by a Loan Party to construct, improve or acquire other property, so long as such Liens do not  extend to any property of a Loan Party not so financed and secure only Indebtedness represented  by such issues);  (c) any Lien existing on any property or asset prior to the acquisition thereof by any  Loan Party or any Subsidiary or existing on any property or asset of any Person that becomes a  Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that  (i) such Lien is not created in contemplation of or in connection with such acquisition or such  Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other    743242935 -94-     property or assets of any Borrower or any Subsidiary and (iii) such Lien shall secure only those  obligations which it secures on the date of such acquisition or the date such Person becomes a  Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not  increase the outstanding principal amount thereof (except by the amount of any accrued interest  and premiums with respect to such Indebtedness and transaction fees, costs and expenses in  connection with such extension, renewal or replacement thereof);  (d) Liens on fixed or capital assets (including those granted to secure purchase money  Indebtedness and Capital Lease Obligations and any Indebtedness assumed in connection with the  acquisition of any such assets) acquired, constructed or improved by any Borrower or any  Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of  Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to  or within 180 days (and in the case of industrial revenue bonds, 360 days) after such acquisition  or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does  not exceed 85% (in the case of real property and the improvements thereon) or 100% (in the case  of personal property (other than fixtures)) of the cost of acquiring, constructing or improving such  fixed or capital assets and (iv) such security interests shall not apply to any other property or assets  of such Borrower or other Subsidiary;   (e) [reserved];  (f) [reserved];   (g) deposits and Liens to secure the performance of bids, trade contracts, leases,  statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like  nature, in each case in the ordinary course of business;   (h) servitudes, easements, zoning restrictions, rights-of-way and similar encumbrances  on real property imposed by law or arising in the ordinary course of business that do not secure  any monetary obligations and do not materially detract from the value of the affected property or  interfere with the ordinary conduct of business of any Loan Party or any Subsidiary thereof;   (i) Liens securing indebtedness of any Subsidiary (other than a Loan Party) to the  Company or any other Subsidiary; provided that (w) such Indebtedness is permitted under Sections  6.01 and 6.05 hereof (as applicable), (x) all of the outstanding capital stock or other equity interests  of each such Subsidiary shall be owned 100% directly or indirectly by the Company, (y) with  respect to any such Subsidiaries to whom such Indebtedness is owed, such Subsidiaries (other than  any such Subsidiary that is a CFC) shall have become party to the Guarantee Agreement and the  Pledge Agreement and taken each other action required to be taken by New Guarantors pursuant  to Section 5.10 regardless of whether such Subsidiary is an Immaterial Subsidiary and (z) such  indebtedness shall not be assigned or transferred by the obligee thereof to any Person other than  another Loan Party or any of their respective Subsidiaries such that after giving effect to such  assignment and transfer all of the foregoing conditions are satisfied;  (j) Liens in favor of consignors in consignors’ consigned assets in an aggregate amount  not to exceed $5,000,000;   





 






  743242935 -95-     (k) Liens for taxes, fees, assessments and governmental charges not delinquent or to  the extent that payment therefor shall not at the time be required to be made in accordance with  the provisions of Section 5.04;   (l) Liens arising solely by virtue of any statutory or common law provision relating to  banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds  maintained with a creditor depository institution; provided that (i) such deposit account is not a  dedicated cash collateral account and is not subject to restriction against access by the Company  or a Subsidiary in excess of those set forth by regulations promulgated by the Federal Reserve  Board, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide  collateral to the depository institution;   (m) Liens of lessors, lessees and sublessees of real property on property leased by or to  a Borrower or a Subsidiary in the ordinary course of business and not interfering in any material  respect with the business of such Borrower or Subsidiary;   (n) Liens of customs and revenue authorities arising as a matter of law relating to the  importing or exporting of goods in the ordinary course of business;   (o) Liens to secure insurance premium financing;   (p) Liens in the nature of contractual restrictions created under agreements related to  Dispositions of assets permitted under Section 6.08;   (q) Liens securing judgments or awards not constituting Events of Default;   (r) Liens in the nature of contractual restrictions related to joint venture interests under  joint venture agreements to the extent such investments are permitted under Section 6.04;   (s) Liens related to permitted repurchase investments described in clause (d) of the  definition of “Permitted Investments;  (t) claims by buyers to cash earnest deposits made in connection with Permitted  Acquisitions;   (u) Liens securing credit facilities entered into by Foreign Subsidiaries (other than  Foreign Borrowers) to the extent permitted under Section 6.01(h);  (v) Liens securing the Indebtedness permitted under Section 6.01(b) so long as the  Obligations are secured equally and ratably therewith pursuant to such documents, instruments  and agreements as shall be required by the Collateral Agent, including the Prudential Intercreditor  Agreement;   (w) [reserved]; and  (x) other Liens, provided that the aggregate amount of all outstanding Indebtedness  secured by such Liens shall not at the time of the granting of any additional Lien exceed 15% of  Consolidated Net Worth.     743242935 -96-     SECTION 6.03 Fundamental Changes.    (a) Each of the Company and each Borrower shall not, and shall not permit any other  Loan Party or any of its Subsidiary to, merge into or consolidate with any other Person, or permit  any other Person to merge into or consolidate with it, consummate a Division as the Dividing  Person, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the  stock of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or  dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of  Default shall have occurred and be continuing (i) any Subsidiary may merge into a Borrower in a  transaction in which such Borrower is the surviving corporation, (ii) any Subsidiary may merge  into any Subsidiary in a transaction in which the surviving entity is a Subsidiary (provided that if  either such Subsidiary is a Loan Party, the surviving Subsidiary shall be a Loan Party (and if either  such Subsidiary is a Borrower, the surviving Subsidiary shall be such Borrower)), (iii) any  Subsidiary may Dispose of its assets to the Company or to another Subsidiary (provided that if the  Subsidiary making such Disposition is a Loan Party, such Disposition shall be to a Loan Party or  a Subsidiary that becomes a Loan Party substantially contemporaneously with such Disposition),  (iv) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such  liquidation or dissolution is in the best interests of the Company and is not materially  disadvantageous to the Lenders and (v) in the event that any Foreign Borrower does not then have  any Loans or Letters of Credit outstanding for its account, such Foreign Borrower may liquidate  or dissolve or merge into or consolidate with any other Person (in which case Lippert shall provide  notice of such transaction to the Administrative Agent and such Foreign Borrower shall cease to  be a Foreign Borrower hereunder upon the consummation thereof); provided that any such merger  or Division involving a Person that is not a wholly owned Subsidiary immediately prior to such  merger or Division shall not be permitted unless also permitted by Section 6.05.  (b) The Borrowers will not, and will not permit any of its Subsidiaries to, engage to  any material extent in any business other than businesses of the type conducted by such Borrower  and its respective Subsidiaries on the date of execution of this Agreement and businesses  reasonably related thereto.  (c) The Borrowers will not permit their fiscal year to end on a day other than December  31 or change the such Borrower’s method of determining its fiscal quarters.  SECTION 6.04 Dispositions.  Each of the Company and each Borrower will not, nor  will it permit any other Loan Party or any of their respective Subsidiaries to, make any Disposition,  except:  (a) Dispositions of used, surplus, obsolete or worn out property not used or useful in  such Person’s business;  (b) Dispositions of inventory and Permitted Investments in the ordinary course of  business;  (c) Dispositions of equipment or real property to the extent that (i) such property is  exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds  





 






  743242935 -97-     of such Disposition are reasonably promptly applied to the purchase price of such replacement  property;  (d) Dispositions of property by any Subsidiary to the Company or to a Subsidiary so  long as, in the case of any such Disposition by a Loan Party, the transferee shall be a Loan Party  (other than a Foreign Borrower to the extent aggregate Dispositions to Foreign Borrowers would  exceed $10,000,000 as a result of any such Disposition);  (e) Dispositions permitted by Section 6.03;  (f) leases, licenses, subleases or sublicenses granted in the ordinary course of business  and on ordinary commercial terms that do not interfere in any material respect with the business  of any Borrower and any of such Borrower’s respective Subsidiaries;  (g) Dispositions of intellectual property rights that are no longer used or useful in the  business of any Borrower and any of such Borrower’s respective Subsidiaries;  (h) the discount, write-off or Disposition of past due accounts receivable in the ordinary  course of business;  (i) Restricted Payments permitted by Section 6.07 and investments permitted by  Section 6.05;   (j) abandonment of non-material intellectual property assets in the ordinary course of  business;  (k) Dispositions of assets acquired pursuant to a Permitted Acquisition, which assets  are not used in or useful in the business;  (l) surrender, release or waiver of contract rights in the ordinary course of business so  long as such surrender, release or waiver would not have a material effect on the rights, assets or  business of such Loan Party or Subsidiary;  (m) Dispositions of interests in a Swap Agreement in connection with the unwinding of  such Swap Agreement;   (n) Dispositions of investments or assets to joint ventures to the extent required by, or  made pursuant to buy/sell arrangements between the joint venture parties set forth in, joint venture  arrangements and similar binding arrangements pursuant to an investment permitted by Section  6.05; provided that the aggregate Fair Market Value for all investments and assets transferred to  such joint ventures pursuant to this clause (n) shall not, in the aggregate together with all  investments in joint ventures pursuant to Section 6.05(p), exceed $20,000,000;  (o) Dispositions that consist of charitable donations in the ordinary course of business  and consistent with past practices; and  (p) Dispositions by the Company or any Subsidiary; provided that the aggregate book  value of all property Disposed of pursuant to this clause (p) in shall not exceed (x) 10% of    743242935 -98-     Consolidated Total Assets (as determined as of the end of the fiscal quarter of the Company ending  on or immediately before the determination date) in any fiscal year or (y) 25% of Consolidated  Total Assets (measured as of the Effective Date) in the aggregate after the Effective Date.  SECTION 6.05 Investments, Loans, Advances, Guarantees and Acquisitions.  Each  of the Company and each Borrower will not, nor will it permit any other Loan Party or any of their  respective Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with, or  as  a Division Successor pursuant to the Division of, any Person that was not a wholly owned  Subsidiary prior to such merger or Division) any capital stock, evidences of indebtedness or other  securities (including any option, warrant or other right to acquire any of the foregoing) of, make  or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to  exist any investment or any other interest in, any other Person, or purchase or otherwise acquire  (in one transaction or a series of transactions) any assets of any other Person constituting a business  unit, except:  (a) Permitted Investments;  (b) investments by the Company or any Borrower in the capital stock of its  Subsidiaries; provided that in the case of any such investment by any Loan Party, such investment  shall be (i) to or in another Loan Party (other than a Foreign Borrower), (ii) used for consideration  for Permitted Acquisitions or (iii) otherwise in an aggregate outstanding amount (together with the  outstanding amount of any loans or advances described in clause (iii) of the proviso to clause (c)  below) not to exceed $50,000,000 at any time;  (c) loans or advances made by any Borrower to any Subsidiary and made by any  Subsidiary to any Borrower or any other Subsidiary; provided that in the case of any such loan or  advance by any Loan Party, such loan or advance shall be (i) to or in another Loan Party (other  than a Foreign Borrower), (ii) used for consideration for Permitted Acquisitions or (iii) otherwise  in an aggregate outstanding amount (together with the outstanding amount of any loans or  advances described in clause (iii) of the proviso to clause (b) above) not to exceed $50,000,000 at  any time;  (d) Guarantees constituting Indebtedness permitted by Section 6.01(d);  (e) investments constituting acquisitions of the assets or stock or other securities of any  Person or of assets constituting a business unit; provided, however, that (i) both before and after  giving effect to such acquisition, (x) no Default or Event of Default exists and (y) the Company is  in compliance with Section 6.10(a) and (b) on a Pro Forma Basis, (ii) in the case of an acquisition  or series of related acquisitions for consideration of $100,000,000 or more, (x) the Company shall  have notified the Administrative Agent at least ten (10) days prior to the consummation thereof  and provided the Administrative Agent with drafts of definitive acquisition documentation,  including schedules and exhibits thereto (provided that to the extent drafts are not available on  such date, the Company shall provide the Administrative Agent with such drafts promptly upon  their becoming available), and (y) the Company shall provide the Administrative Agent with a  copy of all business and financial information reasonably requested by the Administrative Agent,  including pro forma financial statements, calculations of EBITDA made on a Pro Forma Basis,  acquisition summaries and, to the extent available, projections, quality-of-earnings reports and  





 






  743242935 -99-     diligence summaries, (iii) the aggregate consideration for any such acquisitions of assets, stock or  other securities of Persons that do not become Loan Parties or are otherwise owned by Persons  that are not Loan Parties and do not become Loan Parties in connection with such acquisitions  shall not exceed $125,000,000300,000,000 in the aggregate after the Effective Date, and (iv) any  such acquisition shall not be a “hostile” acquisition and shall have been approved by the board of  directors (or equivalent governing body) and/or the shareholders (or equivalent) of the applicable  Loan Party and of the business unit or Person to be acquired (any acquisition meeting all the criteria  of this Section 6.05(e) being referred to herein as a “Permitted Acquisition”);   (f) other investments in an aggregate amount not to exceed $50,000,000 less the  amount of any repayments or returns of capital in respect of any such investment;  (g) other investments, provided that (i) no Default or Event of Default would exist and  (ii) the Total Net Leverage Ratio would not exceed 2.00:1.00 on a Pro Forma Basis;  (h) purchases of capital stock of the Company so long as the Company would be  permitted to make any such purchase under Section 6.07;  (i) advances to management personnel, employees and agents in the ordinary course  of business for travel and entertainment expenses in an aggregate outstanding amount not to exceed  $250,000;  (j) other investments existing on the date of this Agreement and disclosed on Schedule  6.05;  (k) investments in the nature of non-cash consideration related to Dispositions  permitted under Section 6.04;  (l) investments in the form of Swap Agreements permitted under Section 6.06;  (m) investments in the nature of accounts receivable, notes receivable, security  deposits, prepayments and trade credit arising in the ordinary course of business;  (n) investments received in connection with bankruptcy of customers and in good faith  settlement of delinquent obligations of, and other disputes with, customers, so long as such  underlying obligations arise in the ordinary course of business of the applicable Loan Party or  Subsidiary;   (o) short term intercompany investments between the Loan Parties, between the Loan  Parties and their Subsidiaries and between Subsidiaries and the Loan Parties related to cash  management arising in the ordinary course of business in an aggregate outstanding amount not to  exceed $5,000,000 at any time; and  (p) investments in joint ventures if the aggregate outstanding consideration for all such  joint ventures, together with the Fair Market Value of all assets and investments transferred to joint  ventures pursuant to Section 6.04(n), does not exceed $20,000,000.    743242935 -100-     SECTION 6.06 Swap Agreements.  Neither the Company or any Borrower will nor  will it permit any other Loan Party or any of their respective Subsidiaries to, enter into any Swap  Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which such  Borrower or such other Loan Party or Subsidiary has actual exposure (other than those in respect  of Equity Interests of such Borrower or such other Loan Party or Subsidiary), (b) Swap Agreements  entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating  rates, from one floating rate to another floating rate or otherwise) with respect to any interest- bearing liability or investment of any Borrower any other Loan Party or any of their respective  Subsidiaries and (c) Swap Agreements consisting of Permitted Bond Hedge Transactions or  Permitted Warrant Transactions.  SECTION 6.07 Restricted Payments.  Neither the Company or any Borrower shall,  nor shall it permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or  indirectly, any Restricted Payment, except (a) the Company may declare and pay dividends with  respect to its Equity Interests payable solely in additional shares of its common stock, (b)  Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the  Company may make Restricted Payments pursuant to and in accordance with stock option plans  or other benefit plans for management or employees of the Company and its Subsidiaries, (d) the  Company and its Subsidiaries may acquire or otherwise purchase capital stock of any Subsidiary  or make capital contributions in a Subsidiary, (e) the Company may make additional Restricted  Payments in an aggregate amount not to exceed $100,000,000 in any fiscal year, (f) the Company  may make any Restricted Payments so long as both before and after giving effect thereto, (i) no  Default of Event of Default shall have occurred and be continuing, (ii) the Total Net Leverage  Ratio would not exceed 2.50:1.00 on a Pro Forma Basis and (iii) the Debt Service Coverage Ratio  would not be less than 2.00:1.00 on a Pro Forma Basis, and (g) the making of cash payments in  connection with any conversion, at the election of the holder of any Permitted Convertible Notes,  of Permitted Convertible Notes, in an aggregate amount after the date of the applicable indenture  governing such Permitted Convertible Notes not to exceed the sum of (A) the principal amount of  such Permitted Convertible Notes plus (B) any payments received by the Company or any of its  Subsidiaries pursuant to the exercise, settlement or termination of any related Permitted Bond  Hedge Transaction and (h) (A) any payments in connection with a Permitted Bond Hedge  Transaction and (B) the settlement of any related Permitted Warrant Transaction either (i) in shares  of common stock or (ii) in cash by set-off against the related Permitted Bond Hedge Transaction  or to the extent such payment is substantially concurrently received under any Permitted Bond  Hedge Transaction.  SECTION 6.08 Transactions with Affiliates.  The Company and the Borrowers will  not, and will not permit any other Loan Party which is a Subsidiary of a Borrower or any such  Loan Party’s Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase,  lease or otherwise acquire any property or assets from, or otherwise engage in any other  transactions with, any of its Affiliates, in each case involving aggregate payments, value or  consideration in excess of $1,000,000 for any such transaction or series of related transactions,  except (a)  at prices and on terms and conditions not less favorable to such Borrower, such other  Loan Party or such Subsidiary than could be obtained on an arm’s-length basis from unrelated  third parties, (b) transactions between or among any Borrower (other than Foreign Borrowers) and  its Subsidiaries not involving any other Affiliate of a Loan Party that is not a Loan Party (other  than a Foreign Borrower), (c) any merger, consolidation, liquidation, dissolution or conveyance  





 






  743242935 -101-     permitted under Section 6.03, any Restricted Payment permitted by Section 6.07, any investment  permitted under Section 6.05, any Disposition permitted under Section 6.04 and any Indebtedness  permitted under Section 6.01, (d) intercompany transactions for the purpose of improving the  consolidated tax efficiency of the Company and its Domestic Subsidiaries, (e) payments by the  Company and its Domestic Subsidiaries pursuant to tax sharing agreements among the Company  and its Domestic Subsidiaries on customary terms that require each party to make payments when  such taxes are due or refunds received of amounts equal to the income tax liabilities and refunds  generated by each such party calculated on a separate return basis and payments to the party  generating tax benefits and credits of amounts equal to the value of such tax benefits and credits  made available to the group by such party, (f) employment, indemnification, benefits and  compensation arrangements (including arrangements made with respect to bonuses and equity- based awards and any subscription agreement or similar agreement pertaining to the repurchase of  Equity Interests pursuant to put/call rights or similar rights with employees, officers or directors)  entered into in the ordinary course of business with members of the board of directors or  management committee, officers and employees of such Borrower, such other Loan Party or such  Subsidiary and (g) customary transactions not otherwise prohibited under this Agreement in  connection with an insurance company that has been formed to provide insurance coverage to such  Borrower, such other Loan Party or such Subsidiary.  SECTION 6.09 Restrictive Agreements.  The Company and the Borrowers will not,  and will not permit any other Loan Party or any of their respective Subsidiaries to, directly or  indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits,  restricts or imposes any condition upon (a) the ability of any Borrower, any other Loan Party or  any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b)  the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of  its capital stock or to make or repay loans or advances to the Company or any other Subsidiary or  to Guarantee Indebtedness of the Company or any other Subsidiary; provided that (i) the foregoing  shall not apply to restrictions and conditions imposed by law or by this Agreement or the Prudential  Shelf Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the  date hereof identified on Schedule 6.09 (but shall apply to any extension or renewal of, or any  amendment or modification expanding the scope of, any such restriction or condition), (iii) the  foregoing shall not apply to customary restrictions and conditions contained in agreements relating  to the sale of a Subsidiary pending such sale; provided that such restrictions and conditions apply  only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the  foregoing shall not apply to restrictions or conditions imposed by any agreement relating to  secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to  the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to  customary provisions in leases and other contracts restricting the assignment thereof which are not  otherwise prohibited hereunder, (vi) the foregoing shall not apply to customary prohibitions,  restrictions and conditions in licenses, leases and governmental permits concerning Liens on assets  subject thereto, (vii) the foregoing shall not apply to customary prohibitions or restrictions in joint  venture agreements and similar agreements that relate solely to the activities of joint ventures  permitted under Section 6.05, (viii) the foregoing shall not apply to customary prohibitions,  restrictions or conditions contained in agreements relating to any asset sale or disposition pending  such sale or disposition other than restrictions on Liens, provided that such prohibitions,  restrictions and conditions apply only to the Loan Party or Subsidiary or its assets to be sold or  disposed of and such sale or disposition is permitted hereunder, (ix) the foregoing shall not apply    743242935 -102-     to limitations or restrictions consisting of customary net worth, leverage or  other financial  covenants in each case contained in, or required by, any contractual obligation governing  Indebtedness of a Borrower, a Loan Party or any of their respective Subsidiaries permitted under  Section 6.01, (x) the foregoing shall not apply to customary prohibitions, restrictions and  conditions contained in Swap Agreements permitted pursuant to Section 6.06 and in any agreement  related to Banking Services, (xi) the foregoing shall not apply to customary prohibitions,  restrictions and conditions in Guarantees and permitted hereunder that waive or prohibit parties  thereto from collecting intercompany obligations after the occurrence of a default, and (xii) the  foregoing shall not apply to any prohibition contained in any agreement, bond, note or other  instrument (or any refinancing thereof) permitted hereunder with respect to any Person or the  property or assets of such Person acquired by a Borrower, a Loan Party or any of their respective  Subsidiaries in an acquisition permitted hereunder and existing at the time of such acquisition;  provided that such prohibition is not applicable to any Person or the property or assets of any  Person other than such acquired Person or the property or assets of such acquired Person.  SECTION 6.10 Certain Financial Covenants.  (a) The Borrowers shall not permit the Total Net Leverage Ratio to exceed 3.00:1.00  as of the last day of any fiscal quarter, commencing with the fiscal quarter ending December 31,  2018; provided that after the consummation or making of any Material Acquisition, such  maximum Total Net Leverage Ratio shall be increased to 3.50:1.00 solely for the last day of the  fiscal quarter in which such Material Acquisition is consummated or made and for the last day of  the next three succeeding fiscal quarters, provided that (i) such election shall not be made more  than two (2) times prior to the Maturity Date and (ii) after the last fiscal quarter for which such  3.50:1.00 ratio level shall apply following such election, there shall be at least two fiscal quarters  during which the ratio level is 3.00:1.00 prior to any further such election.  (b) The Borrowers shall not permit the Debt Service Coverage Ratio at the conclusion  of the twelve month period ending on the last day of any fiscal quarter to be less than 2.00:1.00,  commencing with the fiscal quarter ending December 31, 2018.  SECTION 6.11 Amendment of Certain Documents.  No Borrower shall, nor shall it permit any other Loan Party or any of their respective  Subsidiaries to:  (a) Permit the termination of, or any amendment, waiver or modification to, the  certificate of incorporation or by-laws, certificate of limited partnership, certificate of formation,  agreement of limited partnership, operating agreement or similar organizational document, as the  case may be, of any Loan Party or Subsidiary thereof, except (i) to the extent necessary to effect a  transaction permitted under Section 6.03, (ii) for amendments, modifications or waivers that are  not adverse in any respect to the Lenders, the Administrative Agent, the Collateral Agent, or the  Issuing Banks, (iii) in connection with the dissolution of any Loan Party having de minimus assets  or (iv) any amendments of such documents by Immaterial Subsidiaries; provided that Lippert shall  provide the Administrative Agent with prompt written notice of the dissolution of any Loan Party  or Subsidiary and of the Loan Party or Subsidiary to which any assets of such dissolved entity  have been transferred.  





 






  743242935 -103-     (b) Amend in any material respect the Prudential Shelf Agreement, or the Prudential  Notes or any other Prudential Debt or any other agreement entered into in connection therewith  without the prior written consent of the Required Lenders, other than any amendment that (i) would  make any representation, covenant or event of default more favorable to the Company and its  Subsidiaries, (ii) extend the maturity date or any other date for payment of any amount in respect  thereof or (iii) reduce or forgive any amount payable in respect thereof; provided that the  Prudential Shelf Agreement and the other documents evidencing the Prudential Debt may be  amended after the Effective Date in order to conform any representations, covenants and events of  default to the corresponding provisions of this Agreement.    In the event that at any time any representation, covenant or event of default set forth in  the Prudential Shelf Agreement or the other definitive documentation for the Prudential Debt is  more restrictive in any respect than the corresponding representation, covenant or event of default  in the Loan Documents, or any such representation, covenant or event of default set forth in the  Prudential Shelf Agreement or the other definitive documentation for the Prudential Debt is in  addition to the representations, covenants and events of default set forth in the Loan Documents,  (a) such more restrictive or additional representations, covenants and events of default shall be,  and are hereby, deemed to be incorporated by reference in their entirety in this Agreement as  though set forth herein in full and (b) upon the request of the Administrative Agent or the Required  Lenders on any date on or after the date 90 days after the Effective Date, the Company shall, and  shall cause its Subsidiaries to, enter into one or more amendments to this Agreement and the other  Loan Documents in form and substance reasonably satisfactory to the Administrative Agent  (which amendment or amendments shall not, for the avoidance of doubt, require the approval or  consent of any other Lender) in order to incorporate such more restrictive or additional  representations, covenants and events of default.  SECTION 6.12 Use of Proceeds.  No Borrower will, nor permit any other Loan Party  or any of their respective Subsidiaries to use the proceeds of the Loans for any other purpose other  than a purpose pursuant to Section 5.08 and in a manner not in violation of Anti-Corruption Laws  and applicable Sanctions.  SECTION 6.13 Centre of Main Interest.  No Loan Party incorporated in the  Netherlands shall change is centre of main interest (as that term is used in Article 3(1) of the  Insolvency Regulation), nor shall it have an “establishment” in any other jurisdiction.    ARTICLE VII.    Events of Default  SECTION 7.01 Events of Default.  If any of the following events (each, an “Event  of Default”) shall occur:  (a) any Borrower shall fail to pay any principal of any Loan or any reimbursement  obligation in respect of any LC Disbursement when and as the same shall become due and payable,  whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;    743242935 -104-     (b) any Borrower shall fail to pay any interest on any Loan or any fee or any other  amount (other than an amount referred to in clause (a) of this Article) payable under this  Agreement or any other Loan Document, when and as the same shall become due and payable,  and such failure shall continue unremedied for a period of three days;  (c) any representation or warranty made or deemed made by or on behalf of any Loan  Party or any Subsidiary in or in connection with this Agreement, any other Loan Document, or  any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any  report, certificate, financial statement or other document furnished pursuant to or in connection  with this Agreement, any other Loan Document, or any amendment or modification hereof or  thereof or waiver hereunder or thereunder, shall prove to have been incorrect in any material  respect when made or deemed made;  (d) any Borrower shall fail to observe or perform any covenant, condition or agreement  contained in Section 5.02(a) or 5.03 (with respect to any Borrower’s existence) or in Article VI;  (e) any Borrower shall fail to observe or perform any covenant, condition or agreement  contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article) or  any other Loan Document, and such failure shall continue unremedied for a period of 30 days after  notice thereof from the Administrative Agent to the Borrowers (which notice will be given at the  request of any Lender);  (f) any Borrower or any Subsidiary shall fail to make any payment (whether of  principal or interest and regardless of amount) in respect of any Material Indebtedness, when and  as the same shall become due and payable after giving effect to any applicable grace period (unless  waived in writing by the holder or holders of such Material Indebtedness for such time as such  waiver shall continue in effect by its terms);  (g) any event or condition occurs that results in any Material Indebtedness becoming  due prior to its scheduled maturity or that enables or permits (with or without the giving of notice,  the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent  on its or their behalf to cause any Material Indebtedness to become due, or to require the  prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;  provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result  of the voluntary sale or transfer of the property or assets securing such Indebtedness; provided  further that this clause (g) shall not apply in respect of any satisfaction of a condition to conversion,  or any actual conversion of, any Permitted Convertible Notes;  (h) an involuntary proceeding shall be commenced or an involuntary petition shall be  filed seeking (i) liquidation, reorganization or other relief in respect of any Borrower, any Loan  Party or any Subsidiary or its debts, or of a substantial part of its assets, under any federal, state or  foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect (ii) the  appointment of a receiver, trustee, custodian, sequestrator, conservator, judicial manager or similar  official for the Company or any Subsidiary or for a substantial part of its assets or (iii) any Loan  Party incorporated in the Netherlands has filed a notice under Section 36 of the Dutch Tax  Collection Act (Invorderingswet 1990), and, in any such case, such proceeding or petition shall  





 






  743242935 -105-     continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing  shall be entered;  (i) any Loan Party or any other Subsidiary shall (i) voluntarily commence any  proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal,  state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii)  consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding  or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a  receiver, trustee, custodian, sequestrator, conservator, judicial manager or similar official for any  Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material  allegations of a petition filed against it in any such proceeding, (v) make a general assignment for  the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;  (j) any Loan Party or any Subsidiary thereof shall become unable, admit in writing its  inability or fail generally to pay its debts as they become due;  (k) one or more judgments for the payment of money in an aggregate amount (not  covered by insurance as to which the carrier or broker has not disputed coverage) in excess of  $50,000,000 shall be rendered against any Borrower, any other Loan Party, any Subsidiary or any  combination thereof and the same shall remain undischarged for a period of 30 consecutive days  during which execution shall not be effectively stayed, or any action shall be legally taken by a  judgment creditor to attach or levy upon any assets of any Borrower, any other Loan Party, any  Subsidiary to enforce any such judgment;  (l) an ERISA Event shall have occurred that, when taken together with all other ERISA  Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;  (m) a Change in Control shall occur; or  (n) 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 Obligations, ceases to be in full force and effect; or any Borrower or any  other Person contests in writing the validity or enforceability of any provision of any Loan  Document; or any Borrower denies in writing that it has any or further liability or obligation under  any Loan Document, or purports in writing to revoke, terminate or rescind any Loan Document.  SECTION 7.02 Remedies Upon an Event of Default.  If an Event of Default occurs  (other than an event with respect to the Company or any Borrower described in Sections 7.01(h)  or 7.01(i)), and at any time thereafter during the continuance of such Event of Default, the  Administrative Agent may with the consent of the Required Lenders, and shall at the request of  the Required Lenders, by notice to the Company, take any or all of the following actions, at the  same or different times:  (a) terminate the Commitments, and thereupon the Commitments shall terminate  immediately;  (b) declare the Loans then outstanding to be due and payable in whole (or in part, in  which case any principal not so declared to be due and payable may thereafter be declared to be    743242935 -106-     due and payable), and thereupon the principal of the Loans so declared to be due and payable,  together with accrued interest thereon and all fees and other obligations of the Borrowers accrued  hereunder and under any other Loan Document, shall become due and payable immediately,  without presentment, demand, protest or other notice of any kind, all of which are hereby waived  by the Borrowers;  (c) require that the Borrowers provide cash collateral as required in Section 2.06(j);  and  (d) exercise on behalf of itself, the Lenders and the Issuing Banks all rights and  remedies available to it, the Lenders and the Issuing Banks under the Loan Documents and  Applicable Law.  If an Event of Default described in Sections 7.01(h) or 7.01(i) occurs with respect to the  Company or any Borrower, the Commitments shall automatically terminate and the principal of  the Loans then outstanding, together with accrued interest thereon and all fees and other  obligations of the Borrowers accrued hereunder and under any other Loan Document, shall  automatically become due and payable, and the obligation of the Borrowers to cash collateralize  the LC Exposure as provided in clause (c) above shall automatically become effective, in each  case, without presentment, demand, protest or other notice of any kind, all of which are hereby  waived by the Borrowers.   In addition to any other rights and remedies granted to the Administrative Agent and the  Lenders in the Loan Documents, the Administrative Agent on behalf of the Lenders may exercise  all rights and remedies of a secured party under the New York Uniform Commercial Code or any  other applicable law.  Without limiting the generality of the foregoing, the Administrative Agent,  without demand of performance or other demand, presentment, protest, advertisement or notice of  any kind (except any notice required by law referred to below) to or upon any Loan Party or any  other Person (all and each of which demands, defenses, advertisements and notices are hereby  waived by each Borrower on behalf of itself and its Subsidiaries), may in such circumstances  forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or  consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on  such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign  give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid  on behalf of the Lenders, the Collateral or any part thereof (or contract to do any of the foregoing),  in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office  of the Administrative Agent or any Lender or elsewhere, upon such terms and conditions as it may  deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery,  all without assumption of any credit risk. The Administrative Agent or any Lender shall have the  right upon any such public sale or sales, and, to the extent permitted by law, upon any such private  sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity  of redemption in any Loan Party, which right or equity is hereby waived and released by each  Borrower on behalf of itself and its Subsidiaries.  Each Borrower further agrees on behalf of itself  and its Subsidiaries, at the Administrative Agent’s request, to assemble the Collateral and make it  available to the Administrative Agent at places which the Administrative Agent shall reasonably  select, whether at the premises of the Company, another Loan Party or elsewhere.  The  Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article  





 






  743242935 -107-     VII, after deducting all reasonable costs and expenses of every kind incurred in connection  therewith or incidental to the care or safekeeping of any of the Collateral or in any other way  relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder,  including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the  obligations of the Loan Parties under the Loan Documents, in such order as the Administrative  Agent may elect, and only after such application and after the payment by the Administrative  Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the  New York Uniform Commercial Code, need the Administrative Agent account for the surplus, if  any, to any Loan Party.  To the extent permitted by applicable law, each Borrower on behalf of  itself and its Subsidiaries waives all claims, damages and demands it may acquire against the  Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder.   If any notice of a proposed sale or other disposition of Collateral shall be required by law, such  notice shall be deemed reasonable and proper if given at least 10 days before such sale or other  disposition.  SECTION 7.03 Application of Payments.  Notwithstanding anything herein to the  contrary, following the occurrence and during the continuance of an Event of Default, and notice  thereof to the Administrative Agent by the Company or the Required Lenders:  (a) all payments received on account of the Obligations shall, subject to Section 2.20,  be applied by the Administrative Agent as follows:  (i) first, to payment of that portion of the Obligations constituting fees,  indemnities, expenses and other amounts payable to the Administrative Agent (including  fees and disbursements and other charges of counsel to the Administrative Agent payable  under Section 9.03 and amounts pursuant to Section 2.12(c) payable to the Administrative  Agent in its capacity as such);  (ii) second, to payment of that portion of the Obligations constituting fees,  expenses, indemnities and other amounts (other than principal, reimbursement obligations  in respect of LC Disbursements, interest and Letter of Credit fees) payable to the Lenders  and the Issuing Banks (including fees and disbursements and other charges of counsel to  the Lenders and the Issuing Banks payable under Section 9.03) arising under the Loan  Documents, ratably among them in proportion to the respective amounts described in this  clause (ii) payable to them;  (iii) third, to payment of that portion of the Obligations constituting accrued and  unpaid Letter of Credit fees and charges and interest on the Loans and unreimbursed LC  Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the  respective amounts described in this clause (iii) payable to them;  (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid  principal of the Loans, unreimbursed LC Disbursements, Banking Services Obligations  and amounts owing under IR/FX Hedging Agreements and (B) to cash collateralize that  portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent  not otherwise cash collateralized by the Borrowers pursuant to Section 2.06 or 2.20, ratably  among the Lenders, the Issuing Banks, the IR/FX Protection Merchants and the other    743242935 -108-     Persons holding Banking Services Obligations in proportion to the respective amounts  described in this clause (iv) payable to them; provided that (x) any such amounts applied  pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable  account of the applicable Issuing Banks to cash collateralize Obligations in respect of  Letters of Credit, (y) subject to Section 2.06 or 2.20, amounts used to cash collateralize the  aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy  drawings under such Letters of Credit as they occur and (z) upon the expiration of any  Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall  be distributed to the other Obligations, if any, in the order set forth in this Section 7.03;  (v) fifth, to the payment in full of all other Obligations, in each case ratably  among the Administrative Agent, the Lenders and the Issuing Banks based upon the  respective aggregate amounts of all such Obligations owing to them in accordance with the  respective amounts thereof then due and payable; and  (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid  in full, to the applicable Borrower or as otherwise required by law; and  (b) if any amount remains on deposit as cash collateral after all Letters of Credit have  either been fully drawn or expired (without any pending drawings), such remaining amount shall  be applied to the other Obligations, if any, in the order set forth above.  Notwithstanding the foregoing, Banking Services Obligations and Obligations arising  under IR/FX Hedging Agreements shall be excluded from the application described above if the  Administrative Agent has not received written notice thereof, together with such supporting  documentation as the Administrative Agent may request, from the applicable IR/FX Protection  Merchant or Lender providing (or whose Affiliate is providing) such Banking Services, as the case  may be.  Each IR/FX Protection Merchant or Lender providing (or whose Affiliate is providing)  such Banking Services which in each case is not a party to the Credit 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 VIII hereof for itself and its Affiliates as if a “Lender” party hereto.  ARTICLE VIII.    The Administrative Agent  SECTION 8.01 Authorization and Action.  (a)  Each Lender and each Issuing Bank  hereby irrevocably appoints the entity named as Administrative Agent in the heading of this  Agreement and its successors and assigns to serve as the administrative agent and collateral agent  under the Loan Documents and each Lender and each Issuing Bank authorizes the Administrative  Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement  and the other Loan Documents as are delegated to the Administrative Agent under such agreements  and to exercise such powers as are reasonably incidental thereto. In addition, to the extent required  under the laws of any jurisdiction other than within the United States, each Lender and each Issuing  Bank hereby grants to the Administrative Agent any required powers of attorney to execute and  enforce any Security Document governed by the laws of such jurisdiction on such Lender’s or  





 






  743242935 -109-     such Issuing Bank’s behalf. Without limiting the foregoing, each Lender and each Issuing Bank  hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations  under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise  all rights, powers and remedies that the Administrative Agent may have under such Loan  Documents.  (b) As to any matters not expressly provided for herein and in the other Loan  Documents (including enforcement or collection), the Administrative Agent shall not be required  to exercise any discretion or take any action, but shall be required to act or to refrain from acting  (and shall be fully protected in so acting or refraining from acting) upon the written instructions  of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary,  pursuant to the terms in the Loan Documents), and, unless and until revoked in writing, such  instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the  Administrative Agent shall not be required to take any action that (i) the Administrative Agent in  good faith believes exposes it to liability unless the Administrative Agent receives an  indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing  Banks with respect to such action or (ii) is contrary to this Agreement or any other Loan Document  or applicable law, including any action that may be in violation of the automatic stay under any  requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that  may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation  of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors;  provided, further, that the Administrative Agent may seek clarification or direction from the  Required Lenders prior to the exercise of any such instructed action and may refrain from acting  until such clarification or direction has been provided. Except as expressly set forth in the Loan  Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable  for the failure to disclose, any information relating to any Borrower, any other Loan Party, any  Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the  Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this  Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise  incur any financial liability in the performance of any of its duties hereunder or in the exercise of  any of its rights or powers if it shall have reasonable grounds for believing that repayment of such  funds or adequate indemnity against such risk or liability is not reasonably assured to it.  (c) In performing its functions and duties hereunder and under the other Loan  Documents, the Administrative Agent is acting solely on behalf of the Lenders and the Issuing  Banks (except in limited circumstances expressly provided for herein relating to the maintenance  of the Register), and its duties are entirely mechanical and administrative in nature. Without  limiting the generality of the foregoing:  (i) the Administrative Agent does not assume and shall not be deemed to have  assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee  of or for any Lender, Issuing Bank or holder of any other Obligation other than as expressly  set forth herein and in the other Loan Documents, regardless of whether a Default or an  Event of Default has occurred and is continuing (and it is understood and agreed that the  use of the term “agent” (or any similar term) herein or in any other Loan Document with  reference to the Administrative Agent is not intended to connote any fiduciary duty or other  implied (or express) obligations arising under agency doctrine of any applicable law, and    743242935 -110-     that such term is used as a matter of market custom and is intended to create or reflect only  an administrative relationship between contracting parties); additionally, each Lender  agrees that it will not assert any claim against the Administrative Agent based on an alleged  breach of fiduciary duty by the Administrative Agent in connection with this Agreement  and/or the transactions contemplated hereby;  (ii) where the Administrative Agent is required or deemed to act as a trustee in  respect of any Collateral over which a security interest has been created pursuant to a Loan  Document expressed to be governed by the laws of United States of America, or is required  or deemed to hold any Collateral “on trust” pursuant to the foregoing, the obligations and  liabilities of the Administrative Agent to the Secured Parties in its capacity as trustee shall  be excluded to the fullest extent permitted by applicable law; and  (iii) nothing in this Agreement or any Loan Document shall require the  Administrative Agent to account to any Lender for any sum or the profit element of any  sum received by the Administrative Agent for its own account;  (d) The Administrative Agent may perform any 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 of their respective duties and exercise their respective rights and powers through their  respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub- agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall  apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not  be responsible for the negligence or misconduct of any sub-agent 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-agent.  (e) None of any Documentation Agent nor any Arranger shall have obligations or  duties whatsoever in such capacity under this Agreement or any other Loan Document and shall  incur no liability hereunder or thereunder in such capacity, but all such persons shall have the  benefit of the indemnities provided for hereunder.  (f) In case of the pendency of any proceeding with respect to any Loan Party under  any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter  in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any  reimbursement obligation in respect of any LC Exposure shall then be due and payable as herein  expressed or by declaration or otherwise and irrespective of whether the Administrative Agent  shall have made any demand on the Borrowers) shall be entitled and empowered (but not  obligated) by intervention in such proceeding or otherwise:  (i) to file and prove a claim for the whole amount of the principal and interest  owing and unpaid in respect of the Loans, LC Disbursements and all other Obligations that  are owing and unpaid and to file such other documents as may be necessary or advisable  in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent  (including any claim under Sections 2.12, 2.13, 2.15, 2.17 and 9.03) allowed in such  judicial proceeding; and  





 






  743242935 -111-     (ii) to collect and receive any monies or other property payable or deliverable  on any such claims and to distribute the same;  and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in  any such proceeding is hereby authorized by each Lender, each Issuing Bank and each other  Secured Party to make such payments to the Administrative Agent and, in the event that the  Administrative Agent shall consent to the making of such payments directly to the Lenders, the  Issuing Banks or the other Secured Parties, to pay to the Administrative Agent any amount due to  it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section  9.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to  authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of  reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of  any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim  of any Lender or Issuing Bank in any such proceeding.  (g) The Administrative Agent shall not be responsible or have any liability for, or have  any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof  relating to Disqualified Institutions.  Without limiting the generality of the foregoing, the  Administrative Agent shall not (i) be obligated to ascertain, monitor or inquire as to whether any Lender or  Participant or prospective Lender or Participant is a Disqualified Institution or (ii) have any liability with respect to or  arising out of any assignment or participation of Loans, or disclosure of confidential information, to  any Disqualified Institution.  (h) The provisions of this Article are solely for the benefit of the Administrative Agent,  the Lenders and the Issuing Banks, and, except solely to the extent of the Borrower’s rights to  consent pursuant to and subject to the conditions set forth in this Article, none of the Company or  any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party  beneficiary under any such provisions. Each Secured Party, whether or not a party hereto, will be  deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Obligations  provided under the Loan Documents, to have agreed to the provisions of this Article.  SECTION 8.02 Administrative Agent’s Reliance, Indemnification, Etc.  (a) Neither  the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or  omitted to be taken by such party, the Administrative Agent or any of its Related Parties under or  in connection with this Agreement or the other Loan Documents (x) with the consent of or at the  request of the Required Lenders (or such other number or percentage of the Lenders as shall be  necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the  circumstances as provided in the Loan Documents) or (y) in the absence of its own gross  negligence or willful misconduct (such absence to be presumed unless otherwise determined by a  court of competent jurisdiction by a final and non-appealable judgment) or (ii) responsible in any  manner to any of the Lenders for any recitals, statements, representations or warranties made by  any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or  in any certificate, report, statement or other document referred to or provided for in, or received  by the Administrative Agent under or in connection with, this Agreement or any other Loan  Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of  this Agreement or any other Loan Document or for any failure of any Loan Party to perform its  obligations hereunder or thereunder.    743242935 -112-     (b) The Administrative Agent shall be deemed not to have knowledge of any Default  unless and until written notice thereof (stating that it is a “notice of default”) is given to the  Administrative Agent by the Company, any Borrower, a Lender or an Issuing Bank, and the  Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i)  any statement, warranty or representation made in or in connection with any Loan Document, (ii)  the contents of any certificate, report or other document delivered thereunder or in connection  therewith, (iii) the performance or observance of any of the covenants, agreements or other terms  or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency,  validity, enforceability, effectiveness or genuineness of any Loan Document or any other  agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV  or elsewhere in any Loan Document, other than to confirm receipt of items (which on their face  purport to be such items) expressly required to be delivered to the Administrative Agent or  satisfaction of any condition that expressly refers to the matters described therein being acceptable  or satisfactory to the Administrative Agent, or (vi) the creation, perfection or priority of Liens on  the Collateral. Notwithstanding anything herein to the contrary, the Administrative Agent shall not  be liable for, or be responsible for any claim, liability, loss, cost or expense suffered by any  Borrower, any Subsidiary, any Lender or any Issuing Bank as a result of, any determination of the  Credit Exposure, any of the component amounts thereof or any portion thereof attributable to each  Lender or Issuing Bank, or any Exchange Rate or Dollar Equivalent.  (c) Without limiting the foregoing, the Administrative Agent (i) may treat the payee of  any promissory note as its holder until such promissory note has been assigned in accordance with  Section 9.04, (ii) may rely on the Register to the extent set forth in Section 9.04(b), (iii) may  consult with legal counsel (including counsel to the Borrowers), independent public accountants  and other experts selected by it, and shall not be liable for any action taken or omitted to be taken  in good faith by it in accordance with the advice of such counsel, accountants or experts, (iv) makes  no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any  Lender or Issuing Bank for any statements, warranties or representations made by or on behalf of  any Loan Party in connection with this Agreement or any other Loan Document, (v) in determining  compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of  Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, may  presume that such condition is satisfactory to such Lender or Issuing Bank unless the  Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank  sufficiently in advance of the making of such Loan or the issuance of such Letter of Credit and  (vi) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement  or any other Loan Document by acting upon, any notice, consent, certificate or other instrument  or writing (which writing may be a fax, any electronic message, Internet or intranet website posting  or other distribution) or any statement made to it orally or by telephone and believed by it to be  genuine and signed or sent or otherwise authenticated by the proper party or parties (whether or  not such Person in fact meets the requirements set forth in the Loan Documents for being the maker  thereof).  SECTION 8.03 Posting of Communications.  (a)  Each Borrower agrees that the  Administrative Agent may, but shall not be obligated to, make any Communications available to  the Lenders and the Issuing Banks by posting the Communications on IntraLinksTM, DebtDomain,  SyndTrak, ClearPar or any other electronic platform chosen by the Administrative Agent to be its  electronic transmission system (the “Approved Electronic Platform”).  





 






  743242935 -113-     (b) Although the Approved Electronic Platform and its primary web portal are secured  with generally-applicable security procedures and policies implemented or modified by the  Administrative Agent from time to time (including, as of the Effective Date, a user ID/password  authorization system) and the Approved Electronic Platform is secured through a per-deal  authorization method whereby each user may access the Approved Electronic Platform only on a  deal-by-deal basis, each of the Lenders, each of the Issuing Banks and the Company and each  Borrower acknowledges and agrees that the distribution of material through an electronic medium  is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting  the representatives or contacts of any Lender that are added to the Approved Electronic Platform,  and that there may be confidentiality and other risks associated with such distribution. Each of the  Lenders, each of the Issuing Banks and the Company hereby approves distribution of the  Communications through the Approved Electronic Platform and understands and assumes the risks  of such distribution.  (c) THE APPROVED ELECTRONIC PLATFORM AND THE  COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE  APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY  OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE  APPROVED ELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR  ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE  COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR  STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR  A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR  FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE  APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE  APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE  AGENT, ANY DOCUMENTATION AGENT, ANY ARRANGER OR ANY OF THEIR  RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE  ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY  OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR  INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR  EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY  LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF  COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC  PLATFORM.  “Communications” means, collectively, any notice, demand, communication, information,  document or other material provided by or on behalf of any Loan Party pursuant to any Loan  Document or the transactions contemplated therein which is distributed by the Administrative  Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to this  Section, including through an Approved Electronic Platform.  (d) Each Lender and each Issuing Bank agrees that notice to it (as provided in the next  sentence) specifying that Communications have been posted to the Approved Electronic Platform  shall constitute effective delivery of the Communications to such Lender for purposes of the Loan  Documents. Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent in writing  (which could be in the form of electronic communication) from time to time of such Lender’s or    743242935 -114-     Issuing Bank’s (as applicable) email address to which the foregoing notice may be sent by  electronic transmission and (ii) that the foregoing notice may be sent to such email address.  (e) Each of the Lenders, each of the Issuing Banks and each of the Company and the  Borrowers agree that the Administrative Agent may, but (except as may be required by applicable  law) shall not be obligated to, store the Communications on the Approved Electronic Platform in  accordance with the Administrative Agent’s generally applicable document retention procedures  and policies.  (f) Nothing herein shall prejudice the right of the Administrative Agent, any Lender or  any Issuing Bank to give any notice or other communication pursuant to any Loan Document in  any other manner specified in such Loan Document.  SECTION 8.04 The Administrative Agent Individually.  With respect to its  Commitments, Loans, Letter of Credit Commitments and Letters of Credit, the Person serving as  the Administrative Agent shall have and may exercise the same rights and powers hereunder and  is subject to the same obligations and liabilities as and to the extent set forth herein for any other  Lender or Issuing Bank, as the case may be. The terms “Issuing Banks”, “Lenders”, “Required  Lenders” and any similar terms shall, unless the context clearly otherwise indicates, include the  Administrative Agent in its individual capacity as a Lender, Issuing Bank or as one of the Required  Lenders, as applicable. The Person serving as the Administrative Agent 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 banking, trust or other business with,  any Borrower, any Subsidiary or any Affiliate of any of the foregoing as if such Person was not  acting as the Administrative Agent and without any duty to account therefor to the Lenders or the  Issuing Banks.  SECTION 8.05 Successor Administrative Agent.  (a)  The Administrative Agent  may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing  Banks and the Borrowers, whether or not a successor Administrative Agent has been appointed.  Upon any such resignation, the Required Lenders shall have the right to appoint a successor  Administrative Agent. If no successor Administrative Agent shall have been so appointed by the  Required Lenders, and shall have accepted such appointment, within 30 days after the retiring  Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent  may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent,  which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In  either case, such appointment shall be subject to the prior written approval of the Company (which  approval may not be unreasonably withheld and shall not be required while an Event of Default  has occurred and is continuing). Upon the acceptance of any appointment as Administrative Agent  by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and  become vested with, all the rights, powers, privileges and duties of the retiring Administrative  Agent. Upon the acceptance of appointment as Administrative Agent by a successor  Administrative Agent, the retiring Administrative Agent shall be discharged from its duties and  obligations under this Agreement and the other Loan Documents. Prior to any retiring  Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative  Agent shall take such action as may be reasonably necessary to assign to the successor  Administrative Agent its rights as Administrative Agent under the Loan Documents.  





 






  743242935 -115-     (b) Notwithstanding paragraph (a) of this Section, in the event no successor  Administrative Agent shall have been so appointed and shall have accepted such appointment  within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the  retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders,  the Issuing Banks and the Borrowers, whereupon, on the date of effectiveness of such resignation  stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and  obligations hereunder and under the other Loan Documents; provided that, solely for purposes of  maintaining any security interest granted to the Administrative Agent under any Security  Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue  to be vested with such security interest as collateral agent for the benefit of the Secured Parties,  and continue to be entitled to the rights set forth in such Security Document and Loan Document,  and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to  hold such Collateral, in each case until such time as a successor Administrative Agent is appointed  and accepts such appointment in accordance with this Section (it being understood and agreed that  the retiring Administrative Agent shall have no duty or obligation to take any further action under  any Security Document, including any action required to maintain the perfection of any such  security interest), and (ii) the Required Lenders shall succeed to and become vested with all the  rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all  payments required to be made hereunder or under any other Loan Document to the Administrative  Agent for the account of any Person other than the Administrative Agent shall be made directly to  such Person and (B) all notices and other communications required or contemplated to be given or  made to the Administrative Agent shall directly be given or made to each Lender and each Issuing  Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as  such, the provisions of this Article and Section 9.03, as well as any exculpatory, reimbursement  and indemnification provisions set forth in any other Loan Document, shall continue in effect for  the benefit of such retiring Administrative Agent, its sub-agents and their respective Related  Parties in respect of any actions taken or omitted to be taken by any of them while the retiring  Administrative Agent was acting as Administrative Agent and in respect of the matters referred to  in the proviso under clause (i) above.  SECTION 8.06 Acknowledgements of Lenders and Issuing Banks.    (a) Each Lender represents that it is engaged in making, acquiring or holding  commercial loans in the ordinary course of its business and that it has, independently and without  reliance upon the Administrative Agent, any Arranger, any Documentation Agent or any other  Lender, or any of the Related Parties of any of the foregoing, and based on such documents and  information as it has deemed appropriate, made its own credit analysis and decision to enter into  this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender also  acknowledges that it will, independently and without reliance upon the Administrative Agent, any  Arranger, any Documentation Agent or any other Lender, or any of the Related Parties of any of  the foregoing, and based on such documents and information (which may contain material, non- public information within the meaning of the United States securities laws concerning each  Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its  own decisions in taking or not taking action under or based upon this Agreement, any other Loan  Document or any related agreement or any document furnished hereunder or thereunder.    743242935 -116-     (b) Each Lender, by delivering its signature page to this Agreement on the Effective  Date, or delivering its signature page to an Assignment and Assumption or any other Loan  Document pursuant to which it shall become a Lender hereunder, shall be deemed to have  acknowledged receipt of, and consented to and approved, each Loan Document and each other  document required to be delivered to, or be approved by or satisfactory to, the Administrative  Agent or the Lenders on the Effective Date.  (c) (i) Each Lender hereby agrees that (x) if the Administrative Agent notifies such  Lender that the Administrative Agent has determined in its sole discretion that any funds received  by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment,  prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a  “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender),  and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in  no event later than one Business Day thereafter, return to the Administrative Agent the amount of  any such Payment (or portion thereof) as to which such a demand was made in same day funds,  together with interest thereon in respect of each day from and including the date such Payment (or  portion thereof) was received by such Lender to the date such amount is repaid to the  Administrative Agent at the greater of the NYFRB Rate and a rate determined by the  Administrative Agent in accordance with banking industry rules on interbank compensation from  time to time in effect, and (y) to the extent permitted by applicable law, such Lender shall not  assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or  right of set-off or recoupment with respect to any demand, claim or counterclaim by the  Administrative Agent for the return of any Payments received, including without limitation any  defense based on “discharge for value” or any similar doctrine.  A notice of the Administrative  Agent to any Lender under this Section 8.06(c) shall be conclusive, absent manifest error.  (ii) Each Lender hereby further agrees that if it receives a Payment from the  Administrative Agent or any of its Affiliates (x) that is in a different amount than, or on a  different date from, that specified in a notice of payment sent by the Administrative Agent  (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was  not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case,  that an error has been made with respect to such Payment.  Each Lender agrees that, in  each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have  been sent in error, such Lender shall promptly notify the Administrative Agent of such  occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no  event later than one Business Day thereafter, return to the Administrative Agent the amount  of any such Payment (or portion thereof) as to which such a demand was made in same day  funds, together with interest thereon in respect of each day from and including the date  such Payment (or portion thereof) was received by such Lender to the date such amount is  repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined  by the Administrative Agent in accordance with banking industry rules on interbank  compensation from time to time in effect.  (iii) Each Borrower and each other Loan Party hereby agrees that (x) in the event  an erroneous Payment (or portion thereof) are not recovered from any Lender that has  received such Payment (or portion thereof) for any reason, the Administrative Agent shall  be subrogated to all the rights of such Lender with respect to such amount and (y) an  





 






  743242935 -117-     erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any  Obligations owed by any Borrower or any other Loan Party except to the extent such  erroneous Payment was comprised (and solely with respect to the amount of such payment  that was comprised) of funds received by the Administrative Agent from any Borrower or  any other Loan Party under or in connection with this Agreement.   (iv) Each party’s obligations under this Section 8.06(c) shall survive the resignation  or replacement of the Administrative Agent or any transfer of rights or obligations by, or  the replacement of, a Lender, the termination of the Commitments or the repayment,  satisfaction or discharge of all Obligations under any Loan Document.g  SECTION 8.07 Collateral and Guarantee Matters.    (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08  or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no  Secured Party shall have any right individually to realize upon any of the Collateral or to enforce  any Guarantee of the Obligations, it being understood and agreed that all powers, rights and  remedies under the Loan Documents may be exercised solely by the Administrative Agent on  behalf of the Secured Parties in accordance with the terms thereof.  (b) In furtherance of the foregoing and not in limitation thereof, no arrangements in  respect of Banking Services the obligations under which constitute Obligations and no IR/FX  Hedging Agreement the obligations under which constitute Obligations, will create (or be deemed  to create) in favor of any Secured Party that is a party thereto any rights in connection with the  management or release of any Collateral or of the obligations of any Loan Party under any Loan  Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any  such arrangement in respect of Banking Services or IR/FX Hedging Agreement, as applicable,  shall be deemed to have appointed the Administrative Agent to serve as administrative agent and  collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a  Secured Party thereunder, subject to the limitations set forth in this paragraph.  (c) The Secured Parties irrevocably authorize the Administrative Agent, at its option  and in its discretion, to 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 6.02(a). 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 or any other Secured Party for any  failure to monitor or maintain any portion of the Collateral.  (d) The Secured Parties irrevocably authorize the Administrative Agent to (i) release  all liens on all Collateral upon the payment in full of all Obligations (other than (x) any Letters of  Credit which have been cash collateralized or otherwise become subject to credit support  satisfactory to the Issuing Bank, (y) obligations under IR/FX Hedging Agreements and Banking  Services Obligations and (z) contingent indemnification obligations for which no claim has been  made) and the termination of all Commitments, (ii) release any Subsidiary from the Guarantee    743242935 -118-     Agreement, and release all Liens granted by such Subsidiary (and, in the case of clause (x) below,  release all Liens granted by other Loan Parties in the shares of such Subsidiary), in the event that  such Subsidiary (x) is sold to a Person that is not a Loan Party (other than a Foreign Borrower)  pursuant to a transaction permitted hereunder or (y) is or becomes an Immaterial Subsidiary,  provided that no such release shall be granted in the case of clause (y) to the extent that such  Subsidiary is a guarantor in respect of, or has granted liens on shares of its subsidiaries to secure,  the obligations under any Prudential Notes or other Prudential Debt, in each case unless such  guarantee or Lien in respect of the Prudential Notes or other Prudential Debt is released  substantially concurrently with the release of such Subsidiary from the Guarantee Agreement or  the release of such Liens, as applicable (and each Secured Party hereby authorizes the  Administrative Agent to consent to, and the Administrative Agent hereby does consent to, any  release by the Notes Collateral Agent (as defined in the Prudential Intercreditor Agreement) of any  such guarantee or Lien by any Immaterial Subsidiary in respect of the Prudential Notes and other  Prudential Debt).  SECTION 8.08 Credit Bidding.  The Secured Parties hereby irrevocably authorize  the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion  of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or  all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner  purchase (either directly or through one or more acquisition vehicles) all or any portion of the  Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including  under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other  jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of  collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative  Agent (whether by judicial action or otherwise) in accordance with any applicable law. In  connection with any such credit bid and purchase, the Obligations owed to the Secured Parties  shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the  Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated  claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon  the liquidation of such claims in an amount proportional to the liquidated portion of the contingent  claim amount used in allocating the contingent interests) for the asset or assets so purchased (or  for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in  connection with such purchase). In connection with any such bid, (i) the Administrative Agent  shall be authorized to form one or more acquisition vehicles and to assign any successful credit  bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’ ratable interests in the  Obligations which were credit bid shall be deemed without any further action under this  Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the  Administrative Agent shall be authorized to adopt documents providing for the governance of the  acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect  to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests  thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide  for, control by the vote of the Required Lenders or their permitted assignees under the terms of  this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as  the case may be, irrespective of the termination of this Agreement and without giving effect to the  limitations on actions by the Required Lenders contained in Section 9.02 of this Agreement), (iv)  the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to  issue to each of the Secured Parties, ratably on account of the relevant Obligations which were  





 






  743242935 -119-     credit bid, interests, whether as equity, partnership interests, limited partnership interests or  membership interests, in any such acquisition vehicle and/or debt instruments issued by such  acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any  further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are  not used to acquire Collateral for any reason (as a result of another bid being higher or better,  because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of  Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall  automatically be reassigned to the Secured Parties pro rata with their original interest in such  Obligations and the equity interests and/or debt instruments issued by any acquisition vehicle on  account of such Obligations shall automatically be cancelled, without the need for any Secured  Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion  of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles  as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such  information regarding the Secured Party (and/or any designee of the Secured Party which will  receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative  Agent may reasonably request in connection with the formation of any acquisition vehicle, the  formulation or submission of any credit bid or the consummation of the transactions contemplated  by such credit bid.  SECTION 8.09 Certain ERISA Matters.  (a)   Each Lender (x) represents and  warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the  date such Person became a Lender party hereto to the date such Person ceases being a Lender party  hereto, for the benefit of, the Administrative Agent, and each Arranger and their respective  Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other  Loan Party, that at least one of the following is and will be true:  (i) such Lender is not using “plan assets” (within the meaning of the Plan Asset  Regulations) of one or more Benefit Plans in connection with the Loans, the Letters of  Credit or the Commitments,  (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84- 14 (a class exemption for certain transactions determined by independent qualified  professional asset managers), PTE 95-60 (a class exemption for certain transactions  involving insurance company general accounts), PTE 90-1 (a class exemption for certain  transactions involving insurance company pooled separate accounts), PTE 91-38 (a class  exemption for certain transactions involving bank collective investment funds) or PTE 96- 23 (a class exemption for certain transactions determined by in-house asset managers), is  applicable with respect to such Lender’s entrance into, participation in, administration of  and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,  (iii) (A) such Lender is an investment fund managed by a “Qualified  Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such  Qualified Professional Asset Manager made the investment decision on behalf of such  Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit,  the Commitments and this Agreement, (C) the entrance into, participation in,  administration of and performance of the Loans, the Letters of Credit, the Commitments  and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of    743242935 -120-     PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection  (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,  participation in, administration of and performance of the Loans, the Letters of Credit, the  Commitments and this Agreement, or  (iv) such other representation, warranty and covenant as may be agreed in  writing between the Administrative Agent, in its sole discretion, and such Lender.  (b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true  with respect to a Lender or such Lender has not provided another representation, warranty and  covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender  further (x) represents and warrants, as of the date such Person became a Lender party hereto, to,  and (y) covenants, from the date such Person became a Lender party hereto to the date such Person  ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Arranger  and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the  Company or any other Loan Party, that none of the Administrative Agent, or any Arranger or any  of their respective Affiliates is a fiduciary with respect to the Collateral or the assets of such Lender  (including in connection with the reservation or exercise of any rights by the Administrative Agent  under this Agreement, any Loan Document or any documents related to hereto or thereto).  (c) The Administrative Agent, and each Arranger hereby informs the Lenders that each  such Person is not undertaking to provide investment advice or to give advice in a fiduciary  capacity, in connection with the transactions contemplated hereby, and that such Person has a  financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof  (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the  Commitments, this Agreement and any other Loan Documents (ii) may recognize a gain if it  extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount  being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender  or (iii) may receive fees or other payments in connection with the transactions contemplated  hereby, the Loan Documents or otherwise, including structuring fees, commitment fees,  arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees,  administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit  fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term  out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar  to the foregoing.  ARTICLE IX.    Miscellaneous  SECTION 9.01 Notices.  (a) Except in the case of notices and other communications  expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and  other communications provided for herein shall be in writing and shall be delivered by hand or  overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:  (i) if to any Loan Party, c/o the Company at: 3501 County Road 6 East, Elkhart,  Indiana 46514, Attention of Brian Hall (Facsimile: (575) 217-0358);  





 






  743242935 -121-     (ii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., JPMorgan  Loan Services, 10 S. Dearborn St. L2, Chicago, IL 60603, Attention of Jasmine Doke, Loan  and Agency Bank Services Group (Fax No. (844) 490-5663);  (iii) if to an Issuing Bank, to JPMorgan Chase Bank, N.A., Loan and Agency  Bank Services Group, 10 S. Dearborn St. L2, Chicago, IL 60603, Attention: Cheryl Lyons  (Facsimile: (888) 303-9732); and  (iv) if to any other Lender, to it at its address (or telecopy number) set forth in  its Administrative Questionnaire.  Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall  be deemed to have been given when received; notices sent by 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 delivered through Approved Electronic Platforms, to the extent provided in  paragraph (b) below, shall be effective as provided in said paragraph (b).  (b) Notices and other communications to the Lenders and the Issuing Banks hereunder  may be delivered or furnished by using Approved Electronic Platforms pursuant to procedures  approved by the Administrative Agent; provided that the foregoing shall not apply to notices  pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable  Lender.  The Administrative Agent or the Company and the Borrowers may, in their 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.  (c) 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) above, if such notice, email or other  communication is not sent during the normal business hours of the recipient, such notice or  communication shall be deemed to have been sent at the opening of business on the next business  day for the recipient.  (d) Any party hereto may change its address or telecopy number for notices and other  communications hereunder by notice to the other parties hereto.  SECTION 9.02 Waivers; Amendments.    (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender  in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single  or partial exercise of any such right or power, or any abandonment or discontinuance of steps to  enforce such a right or power, preclude any other or further exercise thereof or the exercise of any    743242935 -122-     other right or power.  The rights and remedies of the Administrative Agent, the Issuing Banks and  the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they  would otherwise have.  No waiver of any provision of this Agreement or consent to any departure  by any Borrower therefrom shall in any event be effective unless the same shall be permitted by  paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific  instance and for the purpose for which given.  Without limiting the generality of the foregoing, the  making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default,  regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had  notice or knowledge of such Default at the time.  (b) Subject to Section 2.14(b) and Section 9.02(c) below, neither this Agreement nor  any provision hereof may be waived, amended or modified except pursuant to an agreement or  agreements in writing entered into by the Borrowers and the Required Lenders or by the Borrowers  and the Administrative Agent with the consent of the Required Lenders; provided that no such  agreement shall (i) increase the Commitment of any Lender without the written consent of such  Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of  interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender  directly and adversely affected thereby (provided that only the consent of the Required Lenders  shall be necessary (x) to amend Section 2.13(d) or to waive the obligation of the Borrowers to pay  interest at rates specified in such clause or (y) to amend any financial covenant (or any defined  term directly or indirectly used therein), even if the effect of such amendment would be to reduce  the rate of interest on any Loan or other Obligation or to reduce any fee payable hereunder), (iii)  postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement,  or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse  any such payment, or postpone the scheduled date of expiration of any Commitment, without the  written consent of each Lender directly and adversely affected thereby, (iv) change Section 2.09(c)  or 2.18(b) or (c) in a manner that would alter the ratable reduction of Commitments or the pro rata  sharing of payments required thereby, without the written consent of each Lender, (v) change the  payment waterfall provisions of Section 2.20(b) or 7.03 without the written consent of each  Lender, (vi) change any of the provisions of this Section or the definition of “Required Lenders”  or “Required Revolving Lenders” or any other provision hereof specifying the number or  percentage of Lenders required to waive, amend or modify any rights hereunder or make any  determination or grant any consent hereunder, without the written consent of each Lender (or, in  the case of an amendment to the definition of “Required Revolving Lenders” or that directly affects  only the Lenders under a particular Class, without the written consent of each Lender under such  Class) or (vii) release all or substantially all of the value of the Guarantee Agreement or all or  substantially all of the Collateral, in each case without the written consent of each Lender  (provided, however, that nothing in this Section 9.02(b)(vii) shall require the consent of each  Lender for a release of Collateral or a release of Subsidiaries from the Guarantee Agreement  permitted by Section 8.07(d)); provided further that no such agreement shall amend, modify or  otherwise affect the rights or duties of the Administrative Agent, the Issuing Banks hereunder  without the prior written consent of the Administrative Agent, the Issuing Banks, as the case may  be; provided further that no such agreement shall amend or modify the provisions of Section 2.06  or any letter of credit application and any bilateral agreement between any Borrower and an Issuing  Bank regarding such Issuing Bank’s Letter of Credit Commitment or the respective rights and  obligations between any Borrower and an Issuing Bank in connection with the issuance of Letters  





 






  743242935 -123-     of Credit without the prior written consent of the Administrative Agent and such Issuing Bank,  respectively.  (c) If the Administrative Agent and Borrowers acting together identify any ambiguity,  omission, mistake, typographical error or other defect in any provision of this Agreement or any  other Loan Document, then the Administrative Agent and the Borrowers shall be permitted to  amend, modify or supplement such provision to cure such ambiguity, omission, mistake,  typographical error or other defect, and such amendment shall become effective without any  further action or consent of any other party to this Agreement.  SECTION 9.03 Expenses; Indemnity; Damage Waiver.   (a)  Lippert shall pay (i) all reasonable out of pocket expenses incurred by the  Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements  of one primary firm of counsel for the Administrative Agent and of one firm of local counsel for  the Administrative Agent in each reasonably necessary jurisdiction, in connection with the  syndication of the credit facilities provided for herein, the preparation 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 out-of-pocket expenses incurred by any Issuing Bank in  connection with the issuance, amendment, renewal or extension of any Letter of Credit or any  demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the  Administrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and  disbursements of one primary firm of counsel for such Persons and of one firm of local counsel  for such Persons in each reasonably necessary jurisdiction (and, in the case of any actual or  perceived conflict of interest, additional counsel to all similarly situated Persons taken as a whole  in each such jurisdiction to the extent necessary to resolve such conflicts), in connection with the  enforcement or protection of its rights against any Loan Party in connection with this Agreement  and the other Loan Documents, including its rights against any Loan Party under this Section, or  in connection with the Loans made hereunder or Letters of Credit issued hereunder, including all  such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect  of such Loans or Letters of Credit.  (b) Lippert shall indemnify the Administrative Agent, each Arranger, each Issuing  Bank and each Lender, 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 fees, charges and disbursements of  any counsel for any Indemnitee, incurred by or asserted against any Indemnitee 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 or the consummation of  the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit  or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand  for payment under a Letter of Credit if the documents presented in connection with such demand  do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence  or release of Hazardous Materials on or from any property owned or operated by the Company or  any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any    743242935 -124-     of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, arbitration or  proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation,  arbitration or proceeding is brought by any Borrower or any other Loan Party or their respective  equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort  or any other theory and regardless of whether any Indemnitee is a party thereto; 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 bad faith, gross negligence or willful  misconduct of such Indemnitee or from a breach by such Indemnitee in bad faith of its obligations  under the Loan Documents or (y) arise out of any claim, litigation, investigation or proceeding that  does not involve an act or omission by any Borrower or any of their respective Affiliates and that  is brought by another Indemnitee against such Indemnitee (other than any such claim, litigation,  investigation or proceeding brought against the Administrative Agent or any Arranger (in its  capacity as such) by any other Indemnitee).  To the extent not prohibited by applicable law, any  Person seeking to be indemnified under this Section 9.03(b) shall, upon obtaining knowledge  thereof, use commercially reasonable efforts to give prompt written notice to Lippert of the  commencement of any action or proceeding giving rise to such indemnification claim, provided  that the failure to give such notice shall not relieve Lippert of any indemnification obligation  hereunder.  This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that  represent losses, claims or damages arising from any non-Tax claim.  (c) Each Lender severally agrees to pay any amount required to be paid by any  Borrower under paragraph (a) or (b) of this Section 9.03 to the Administrative Agent, each Issuing  Bank, and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”) (to  the extent not reimbursed by the Loan Parties and without limiting the obligation of the Loan  Parties to do so), ratably according to their respective Applicable Percentage in effect on the date  on which indemnification is sought under this Section (or, if indemnification is sought after the  date upon which the Commitments shall have terminated and the Loans shall have been paid in  full, ratably in accordance with such Applicable Percentage immediately prior to such date), from  and against any and all losses, claims, damages, liabilities and related expenses, including the fees,  charges and disbursements of any kind whatsoever that may at any time (whether before or after  the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee  in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan  Documents or any documents contemplated by or referred to herein or therein or the transactions  contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or  in connection with any of the foregoing; provided that the unreimbursed expense or indemnified  loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted  against such Agent Indemnitee in its capacity as such; provided further that no Lender shall be  liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties,  actions, judgments, suits, costs, expenses or disbursements that are found by a final and  nonappealable decision of a court of competent jurisdiction to have resulted from such Agent  Indemnitee’s gross negligence or willful misconduct.  The agreements in this Section shall survive  the termination of this Agreement and the payment of the Loans and all other amounts payable  hereunder.  (d) To the extent permitted by applicable law (i) no Loan Party shall assert, and the  Company and each Borrower hereby waives (on behalf of itself and each of its subsidiaries), any  





 






  743242935 -125-     claim against any Indemnitee for any damages arising from the use by others of information or  other materials obtained through telecommunications, electronic or other information transmission  systems (including the Internet), and (ii) no party hereto shall assert, and each such party hereby  waives, any claim against any other party hereto, 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 or thereby, the Transactions, any Loan or Letter of Credit or the  use of the proceeds thereof; provided that, nothing in this clause (d)(ii) shall relieve any Loan Party  of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential  or punitive damages asserted against such Indemnitee by a third party.  (e) All amounts due under this Section shall be payable promptly after written demand  therefor.  SECTION 9.04 Successors and Assigns.  (a)  The provisions of this Agreement shall  be binding upon and inure to the benefit of the parties hereto and their respective successors and  assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of  Credit), except that (i) neither the Company nor any Borrower may assign or otherwise transfer  any of its rights or obligations hereunder without the prior written consent of each Lender (and  any attempted assignment or transfer by the Company or any Borrower without such consent shall  be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations  hereunder except in accordance with this Section.  Nothing in this Agreement, expressed or  implied, shall be construed to confer upon any Person (other than the parties hereto, their respective  successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues  any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to  the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent,  the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason  of this Agreement.  (b) (i)  Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may  assign to one or more Persons (other than an Ineligible Institution) all or a portion of its rights and  obligations under this Agreement (including all or a portion of its Commitment, participations in  Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent  not to be unreasonably withheld) of:  (A) the Borrowers; provided that, (x) the Borrowers shall be deemed to  have consented to an assignment of all or a portion of the Term Loans unless it shall  have objected thereto by written notice to the Administrative Agent within ten (10)  Business Days after having received notice thereof and (y) the Borrowers shall be  deemed to have consented to an assignment of all or a portion of the Revolving  Loans and Commitments unless it shall have objected thereto by written notice to  the Administrative Agent within ten (10) Business Days after having received  notice thereof; provided that no consent of the Borrowers shall be required for an  assignment to a Lender having a commitment and Loans under the applicable  Facility, an Affiliate of such a Lender, an Approved Fund of such a Lender or, if an  Event of Default has occurred and is continuing, any other assignee;    743242935 -126-     (B) the Administrative Agent; provided that no consent of the  Administrative Agent shall be required for an assignment of (x) any Revolving  Commitment to an assignee that is a Lender (other than a Defaulting Lender) with  a Revolving Commitment immediately prior to giving effect to such assignment  and (y) all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or  an Approved Fund; and  (C) solely in the case of an assignment of any Revolving Commitment  and/or Revolving Loan, each Issuing Bank.  (ii) Assignments shall be subject to the following additional conditions:  (A) except in the case of an assignment to a Lender or an Affiliate of a  Lender or an assignment of the entire remaining amount of the assigning Lender’s  Commitment or Loans of any Facility, the amount of the Commitment and/or Loans  of the assigning Lender subject to each such assignment (determined as of the date  the Assignment and Assumption with respect to such assignment is delivered to the  Administrative Agent) shall not be less than $5,000,000 unless each of Lippert and  the Administrative Agent otherwise consent; provided that no such consent of the  Borrowers shall be required if an Event of Default has occurred and is continuing;  (B) each partial assignment shall be made as an assignment of a  proportionate part of all the assigning Lender’s rights and obligations under this  Agreement; provided that this clause shall not be construed to prohibit the  assignment of a proportionate part of all the assigning Lender’s rights and  obligations in respect of one Class of Commitments or Loans; provided that this  Section 9.04(b)(ii)(B) shall not be construed to prohibit assignment of a  proportionate part of all the assigning Lender’s rights and obligations in respect of  one Class of Commitments or Loans;  (C) the parties to each assignment shall execute and deliver to the  Administrative Agent (x) an Assignment and Assumption or (y) to the extent  applicable, an agreement incorporating an Assignment and Assumption by  reference pursuant to an Approved Electronic Platform as to which the  Administrative Agent and the parties to the Assignment and Assumption are  participants, together with a processing and recordation fee of $3,500; and  (D) the assignee, if it shall not be a Lender, shall deliver to the  Administrative Agent an Administrative Questionnaire in which the assignee  designates one or more Credit Contacts to whom all syndicate-level information  (which may contain material non-public information about the Borrowers, the Loan  Parties and their related parties or their respective securities) will be made available  and who may receive such information in accordance with the assignee’s  compliance procedures and applicable laws, including Federal and state securities  laws.  





 






  743242935 -127-     For the purposes of this Section 9.04(b), the term “Approved Fund” and “Ineligible  Institution” have the following meanings:  “Approved Fund” means any Person (other than a natural person) that is engaged in  making, purchasing, holding or investing in bank loans and similar extensions of credit in the  ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate  of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.  “Ineligible Institution” means (a) a natural person, (b) a Defaulting Lender or its  Lender  Parent, (c) a holding company, investment vehicle or trust for, or owned and operated for the  primary benefit of, a natural person or relative(s) thereof or (d) a Loan Party or Subsidiary or  Affiliate of a Loan Party; provided that, with respect to clause (c), such holding company,  investment vehicle or trust shall not constitute an Ineligible Institution if it (x) has not been  established for the primary purpose of acquiring any Loans or Commitments, (y) is managed by a  professional advisor, who is not such natural person or a relative thereof, having significant  experience in the business of making or purchasing commercial loans, and (z) has assets greater  than $25,000,000 and a significant part of its activities consist of making or purchasing commercial  loans and similar extensions of credit in the ordinary course of its business.  (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv)  of this Section, from and after the effective date specified in each Assignment and  Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest  assigned by such Assignment and Assumption, have the rights and obligations of a Lender  under this Agreement, and the assigning Lender thereunder shall, to the extent of the  interest assigned by such Assignment and Assumption, be released from its obligations  under this Agreement (and, in the case of an Assignment and Assumption covering all 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 2.15,  2.16, 2.17 and 9.03).  Any assignment or transfer by a Lender of rights or obligations under  this Agreement that does not comply with this Section 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 paragraph (c) of this Section.  (iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent  of each respective Borrower, shall maintain at one of its offices a copy of each Assignment  and Assumption delivered to it and a register for the recordation of the names and addresses  of the Lenders, and the Commitment of, and principal amount (and stated interest) of the  Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from  time to time (the “Register”).  The entries in the Register shall be conclusive, and the  Borrowers, the Administrative Agent, the Issuing Banks and the Lenders shall treat each  Person whose name is recorded in the Register pursuant to the terms hereof as a Lender  hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The  Register shall be available for inspection by the Borrowers, any Issuing Bank and any  Lender, at any reasonable time and from time to time upon reasonable prior notice.  (v) Upon its receipt of (x) a duly completed Assignment and Assumption  executed by an assigning Lender and an assignee or (y) to the extent applicable, an    743242935 -128-     agreement incorporating an Assignment and Assumption by reference pursuant to an  Approved Electronic Platform as to which the Administrative Agent and the parties to the  Assignment and Assumption are participants, the assignee’s completed Administrative  Questionnaire (unless the assignee shall already be a Lender hereunder), the processing  and recordation fee referred to in paragraph (b) of this Section and any written consent to  such assignment required by paragraph (b) of this Section, the Administrative Agent shall  accept such Assignment and Assumption and record the information contained therein in  the Register; provided that if either the assigning Lender or the assignee shall have failed  to make any payment required to be made by it pursuant to Section 2.06(d) or (e), 2.07(b),  2.18(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such  Assignment and Assumption and record the information therein in the Register unless and  until such payment shall have been made in full, together with all accrued interest thereon.   No assignment shall be effective for purposes of this Agreement unless it has been recorded  in the Register as provided in this paragraph.  (c) Any Lender may, without the consent of, or notice to, the Borrowers, the  Administrative Agent, the Issuing Banks, sell participations to one or more banks or other entities  (a “Participant”), other than an Ineligible Institution, 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 owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain  unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the  performance of such obligations; and (C) the Borrowers, the Administrative Agent, the Issuing  Banks and the other Lenders shall continue to deal solely and directly with such Lender in  connection with such Lender’s rights and obligations under this Agreement.  Any agreement or  instrument pursuant to which a Lender sells such a participation shall provide that such Lender  shall retain the sole right to enforce this Agreement and to approve any amendment, modification  or waiver of any provision of this Agreement; provided that such agreement or instrument may  provide that such Lender will not, without the consent of the Participant, agree to any amendment,  modification or waiver described in the first proviso to Section 9.02(b) that affects such  Participant.  Each Borrower agrees that each Participant shall be entitled to the benefits of Sections  2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements  under Sections 2.17(f) and (g) (it being understood that the documentation required under Section  2.17(f) shall be delivered to the participating Lender and the information and documentation  required under 2.17(g) will be delivered to the Borrowers and the Administrative Agent)) 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  Section 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be  entitled to receive any greater payment under Section 2.15 or 2.17, with respect to any  participation, than its participating Lender would have been entitled to receive, except to the extent  such entitlement to receive a greater payment results from a Change in Law that occurs after the  Participant acquired the applicable participation. Each Lender that sells a participation agrees, at  any Borrower’s request and expense, to use reasonable efforts to cooperate with such Borrower to  effectuate the provisions of Section 2.19(b) with respect to any Participant.  To the extent permitted  by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a  Lender; provided that such Participant agrees to be subject to Section 2.18(c) as though it were a  Lender.  Each Lender that sells a participation shall, acting solely for this purpose as a non- fiduciary agent of the applicable Borrower, maintain a register on which it enters the name and  





 






  743242935 -129-     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.  (d) Any Lender may at any time pledge or assign a security interest in all or any portion  of its rights under this Agreement to secure obligations of such Lender, including any pledge or  assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any  such pledge or assignment of a security interest; provided that no such pledge or assignment of a  security interest shall release a Lender from any of its obligations hereunder or substitute any such  pledgee or assignee for such Lender as a party hereto.  (e) (i) Notwithstanding anything to the contrary in this Agreement, no assignment  or participation shall be made to any Person that was a Disqualified Institution as of the date (the  “Trade Date”) on which the assigning Lender entered into a binding agreement to sell and assign  all or a portion of its rights and obligations under this Agreement to such Person (unless the  Borrowers have consented to such assignment in writing in its sole and absolute discretion, in  which case such Person will not be considered a Disqualified Institution for the purpose of such  assignment or participation). For the avoidance of doubt, with respect to any assignee that becomes  a Disqualified Institution after the applicable Trade Date (including as a result of the delivery of a  notice pursuant to, and/or the expiration of the notice period referred to in, the definition of  “Disqualified Institution”), (x) such assignee shall not retroactively be disqualified from becoming  a Lender and (y) the execution by the Borrowers of an Assignment and Assumption with respect  to such assignee will not by itself result in such assignee no longer being considered a Disqualified  Institution. Any assignment in violation of this clause (e)(i) shall not be void, but the other  provisions of this clause (e) shall apply.  (ii) If any assignment or participation is made to any Disqualified Institution  without the Borrowers’ prior written consent in violation of clause (i) above, or if any  Person becomes a Disqualified Institution after the applicable Trade Date, the Borrowers  may, at Lippert’s sole expense and effort, upon notice to the applicable Disqualified  Institution and the Administrative Agent, (A) terminate any Revolving Credit Commitment  of such Disqualified Institution and repay all obligations of the Borrowers owing to such  Disqualified Institution in connection with such Revolving Credit Commitment, (B) repay  all obligations in respect of Term Loans owing to such Disqualified Institution and/or (C)  require such Disqualified Institution to assign, without recourse (in accordance with and  subject to the restrictions contained in this Section 9.04), all of its interest, rights and  obligations under this Agreement to one or more Persons (at the lesser of (x) the principal    743242935 -130-     amount thereof and (y) the amount that such Disqualified Institution paid to acquire such  interests, rights and obligations).  (iii) Notwithstanding anything to the contrary contained in this Agreement,  Disqualified Institutions (A) will not (x) have the right to receive information, reports or  other materials provided to Lenders by the Loan Parties, the Administrative Agent or any  other Lender, (y) attend or participate in meetings attended by the Lenders and the  Administrative Agent, or (z) access any electronic site established for the Lenders or  confidential communications from counsel to or financial advisors of the Administrative  Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver  or modification of, or any action under, and for the purpose of any direction to the  Administrative Agent or any Lender to undertake any action (or refrain from taking any  action) under this Agreement or any other Loan Document, each Disqualified Institution  will be deemed to have consented in the same proportion as the Lenders that are not  Disqualified Institutions consented to such matter, and (y) for purposes of voting on any  plan of reorganization or plan of liquidation pursuant to any debtor relief laws (a “Plan of  Reorganization”), each Disqualified Institution party hereto hereby agrees (1) not to vote  on such Plan of Reorganization, (2) if such Disqualified Institution does vote on such Plan  of Reorganization notwithstanding the restriction in the foregoing clause (1), such vote will  be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of  the U.S. Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and  such vote shall not be counted in determining whether the applicable class has accepted or  rejected such Plan of Reorganization in accordance with Section 1126(c) of the Bankruptcy  Code (or any similar provision in any other debtor relief laws) and (3) not to contest any  request by any party for a determination by the bankruptcy court (or other applicable court  of competent jurisdiction) effectuating the foregoing clause (2).  (iv) The Administrative Agent shall have the right, and each Borrower hereby  expressly authorizes the Administrative Agent, to (A) post the list of Disqualified  Institutions provided by the Borrowers and any updates thereto from time to time  (collectively, the “DQ List”) on any electronic communication, including that portion of  any electronic communication that is designated for “public side” Lenders and/or (B)  provide the DQ List to each Lender requesting the same.  SECTION 9.05 Survival.  All covenants, agreements, representations and warranties  made by the Loan Parties and other Subsidiaries herein and in the other Loan Documents and in  the certificates or other instruments  delivered in connection with or pursuant to this Agreement or  any other Loan Documents shall be considered to have been relied upon by the other parties hereto  and shall survive the execution and delivery of this Agreement and the making of any Loans and  issuance of any Letters of Credit, regardless of any investigation made by any such other party or  on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender  may have had notice or knowledge of any Default or incorrect representation or warranty at the  time any credit is extended hereunder, and shall continue in full force and effect as long as the  principal of or any accrued interest on any Loan or any fee or any other amount payable under this  Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the  Commitments have not expired or terminated.  The provisions of Sections 2.15, 2.16, 2.17 and  9.03 and Article VIII shall survive and remain in full force and effect regardless of the  





 






  743242935 -131-     consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration  or termination of the Letters of Credit and the Commitments or the termination of this Agreement  or any provision hereof.  SECTION 9.06 Counterparts; Integration; Effectiveness; Electronic Execution.  (a)   This Agreement may be executed in counterparts (and by different parties hereto on different  counterparts), each of which shall constitute an original, but all of which when taken together shall  constitute a single contract.  The parties hereto acknowledge and agree that this Agreement  amends, modifies and restates (but is not a novation of) the Existing Credit Agreement.  This  Agreement, the other Loan Documents and any separate letter agreements with respect to (i) fees  payable to the Administrative Agent and (ii) the reductions of the Letter of Credit Commitment of  any Issuing Bank 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 which, when taken together, bear  the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to  the benefit of the parties hereto and their respective successors and assigns.  (b) Delivery of an executed counterpart of a signature page of this Agreement by  telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual  executed signature page shall be effective as delivery of a manually executed counterpart of this  Agreement.  The words “execution,” “signed,” “signature,” “delivery,” and words of like import  in or relating to any  document to be signed in connection with this Agreement and the transactions  contemplated hereby shall be deemed to include Electronic Signatures, deliveries 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 thereof 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 nothing herein shall require the Administrative  Agent to accept electronic signatures in any form or format without its prior written consent.  SECTION 9.07 Severability.  Any provision of this Agreement held to be invalid,  illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent  of such invalidity, illegality or unenforceability without affecting the validity, legality and  enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a  particular jurisdiction shall not invalidate such provision in any other jurisdiction.  SECTION 9.08 Right of Setoff.  If an Event of Default shall have occurred and be  continuing, each Lender, each Issuing Bank, and each of their respective Affiliates is hereby  authorized at any time and from time to time, to the fullest extent permitted by law, to setoff and  apply any and all deposits (general or special, time or demand, provisional or final) at any time  held, and other obligations at any time owing, by such Lender, such Issuing Bank or any such  Affiliate, to or for the credit or the account of any Borrower against any and all of the obligations  of such Borrower now or hereafter existing under this Agreement or any other Loan Document to  such Lender or such Issuing Bank or their respective Affiliates, irrespective of whether or not such    743242935 -132-     Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement or any other  Loan Document and although such obligations of the Borrowers may be contingent or unmatured  or are owed to a branch office or Affiliate of such Lender or such Issuing Bank different from the  branch 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  setoff shall be paid over immediately to the Administrative Agent for further application in  accordance with the provisions of Section 2.20 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 Issuing Banks, 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, each Issuing Bank and their respective Affiliates under this Section are in  addition to other rights and remedies (including other rights of setoff) that such Lender, such  Issuing Bank or their respective Affiliates may have.  Each Lender and Issuing Bank agrees to  notify the Borrowers 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.  SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process.  (a)   This Agreement and the other Loan Documents shall be construed in accordance with and  governed by the law of the State of New York.  (b) Each of the Lenders and the Administrative Agent hereby irrevocably and  unconditionally agrees that, notwithstanding the governing law provisions of any applicable Loan  Document, any claims brought against the Administrative Agent by any Secured Party relating to  this Agreement, any other Loan Document, the Collateral or the consummation or administration  of the transactions contemplated hereby or thereby shall be construed in accordance with and  governed by the law of the State of New York.  (c) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself  and its property, to the exclusive jurisdiction of the United States District Court for the Southern  District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter  jurisdiction, the Supreme Court of the State of New York sitting in the  Borough of Manhattan),  and any appellate court from any thereof, in any action or proceeding arising out of or relating to  this Agreement or any other Loan Document or the transactions relating hereto or thereto, or for  recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and  unconditionally agrees that all claims in respect of any such action or proceeding may (and any  such claims, cross-claims or third party claims brought against the Administrative Agent or any of  its Related Parties may only) be heard and determined in such Federal (to the extent permitted by  law) or New York State court.  Each of the parties hereto agrees that a final judgment in any such  action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the  judgment or in any other manner provided by law.  Nothing in this Agreement or in any other Loan  Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender  may otherwise have to bring any action or proceeding relating to this Agreement against any  Borrower, any Loan Party or its properties in the courts of any jurisdiction.  





 






  743242935 -133-     (d) Each of the parties hereto hereby irrevocably and unconditionally waives, to the  fullest extent it may legally and effectively do so, any objection which it may now or hereafter  have to the laying of venue of any suit, action or proceeding arising out of or relating to this  Agreement or any other Loan Document in any court referred to in paragraph (c) of this Section.   Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the  defense of an inconvenient forum to the maintenance of such action or proceeding in any such  court.  (e) Each party to this Agreement irrevocably consents to service of process in the  manner provided for notices in Section 9.01.  Nothing in this Agreement will affect the right of  any party to this Agreement to serve process in any other manner permitted by law.  SECTION 9.10 WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY  WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT  IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR  INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE  TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,  TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO  REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS  REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD  NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER  AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN  INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE  MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.  SECTION 9.11 Headings.  Article and Section headings and the Table of Contents  used herein are for convenience of reference only, are not part of this Agreement and shall not  affect the construction of, or be taken into consideration in interpreting, this Agreement.  SECTION 9.12 Confidentiality.  Each of the Administrative Agent, the Issuing  Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below),  except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees  and agents, including accountants, legal counsel and other advisors (it being understood that the  Persons to whom such disclosure is made will be informed of the confidential nature of such  Information and instructed to keep such Information confidential), (b) to the extent requested by  any Governmental Authority (including any self-regulatory authority, such as the National  Association of Insurance Commissioners), (c) to the extent required by applicable laws or  regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement,  (e) in connection with the exercise of any remedies hereunder or under any other Loan Document  or any suit, action or proceeding relating to this Agreement or any other Loan Document or the  enforcement of rights hereunder or under any other Loan Document, (f) subject to a written  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 or obligations  under this Agreement or (ii)  any actual or prospective counterparty (or its advisors) to any swap  or derivative transaction relating to the Borrowers and their respective obligations, (g) on a  confidential basis to (1) any rating agency in connection with rating the Borrowers or their  Subsidiaries or the credit facilities provided for herein or (2) the CUSIP Service Bureau or any    743242935 -134-     similar agency in connection with the issuance and monitoring of identification numbers with  respect to the credit facilities provided for herein, (h) with the consent of the Borrowers, (i) to the  extent such Information (i) becomes publicly available other than as a result of a breach of this  Section or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on  a non-confidential basis from a source other than the Borrowers who did not acquire such  information as a result of a breach of this Section or (j) in respect of any Foreign Borrower which  is incorporated in Singapore, to agents or service providers.  For the purposes of this Section,  “Information” means all information received from the Borrowers relating to the Borrowers or  their business, other than any such information that is available to the Administrative Agent, any  Issuing Bank or any Lender on a non-confidential basis prior to disclosure by the Borrowers and  other than information pertaining to this Agreement routinely provided by arrangers to data service  providers, including league table providers, that serve the lending industry; provided that, in the  case of information received from the Borrowers after the date hereof, such information is clearly  identified at the time of delivery as confidential.  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.  The Loan Parties hereby authorize the publication by Administrative Agent or any  Lender of customary advertising materials relating to the transaction contemplated hereby using  the name, product, photographs, logo or trademark of the Loan Parties; provided that any such use  of any such photograph, logo or trademark shall be subject to the prior written consent of Lippert.  SECTION 9.13 Material Non-Public Information.  (a) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN  SECTION 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE  MATERIAL NON-PUBLIC INFORMATION CONCERNING THE COMPANY AND ITS  RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT  HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL  NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON- PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND  APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.  (b) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND  AMENDMENTS, FURNISHED BY THE COMPANY OR THE ADMINISTRATIVE AGENT  PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL  BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON- PUBLIC INFORMATION ABOUT THE BORROWERS, THE LOAN PARTIES AND THEIR  RELATED PARTIES OR THEIR RESPECTIVE SECURITIES.  ACCORDINGLY, EACH  LENDER REPRESENTS TO THE COMPANY AND THE ADMINISTRATIVE AGENT THAT  IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT  WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC  INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND  APPLICABLE LAW.  SECTION 9.14 Interest Rate Limitation.  Notwithstanding anything herein to the  contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and  





 






  743242935 -135-     other amounts which are treated as interest on such Loan under applicable law (collectively the  “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be  contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance  with applicable law, the rate of interest payable in respect of such Loan hereunder, together with  all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent  lawful, the interest and Charges that would have been payable in respect of such Loan but were  not payable as a result of the operation of this Section shall be cumulated and the interest and  Charges payable to such Lender in respect of other Loans or periods shall be increased (but not  above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at  the NYFRB Rate to the date of repayment, shall have been received by such Lender.  SECTION 9.15 No Fiduciary Duty, etc.   (a)  The Company and each Borrower each acknowledges and agrees, and  acknowledges its Subsidiaries’ understanding, that no Credit Party will have any obligations  except those obligations expressly set forth herein and in the other Loan Documents and each  Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the  Borrowers with respect to the Loan Documents and the transactions contemplated herein and  therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrowers or any other  person.  Each Borrower agrees that it will not assert any claim against any Credit Party based on  an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and  the transactions contemplated hereby.  Additionally, each Borrower acknowledges and agrees that  no Credit Party is advising such Borrower as to any legal, tax, investment, accounting, regulatory  or any other matters in any jurisdiction.  Each Borrower shall consult with its own advisors  concerning such matters and shall be responsible for making its own independent investigation  and appraisal of the transactions contemplated herein or in the other Loan Documents, and the  Credit Parties shall have no responsibility or liability to such Borrower with respect thereto.  (b) Each Borrower further acknowledges and agrees, and acknowledges its  Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service  securities or banking firm engaged in securities trading and brokerage activities as well as  providing investment banking and other financial services.  In the ordinary course of business, any  Credit Party may provide investment banking and other financial services to, and/or acquire, hold  or sell, for its own accounts and the accounts of customers, equity, debt and other securities and  financial instruments (including bank loans and other obligations) of, the Borrowers and other  companies with which the Borrowers may have commercial or other relationships.  With respect  to any securities and/or financial instruments so held by any Credit Party or any of its customers,  all rights in respect of such securities and financial instruments, including any voting rights, will  be exercised by the holder of the rights, in its sole discretion.  (c) In addition, each Borrower acknowledges and agrees, and acknowledges its  Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt  financing, equity capital or other services (including financial advisory services) to other  companies in respect of which such Borrower may have conflicting interests regarding the  transactions described herein and otherwise.  No Credit Party will use confidential information  obtained from any Borrower by virtue of the transactions contemplated by the Loan Documents or  its other relationships with such Borrower in connection with the performance by such Credit Party    743242935 -136-     of services for other companies, and no Credit Party will furnish any such information to other  companies.  Each Borrower also acknowledges that no Credit Party has any obligation to use in  connection with the transactions contemplated by the Loan Documents, or to furnish to such  Borrower, confidential information obtained from other companies.  SECTION 9.16 USA PATRIOT Act.  Each Lender that is subject to the  requirements of the USA PATRIOT Act of 2001 (the “Patriot Act”) hereby notifies the Borrowers  that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record  information that identifies the Borrowers, which information includes the name and address of  each Borrower and other information that will allow such Lender to identify each Borrower in  accordance with the Patriot Act.  SECTION 9.17 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 EEA Financial Institution arising under any Loan Document 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 party hereto  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 entity, or a bridge  institution that may be issued to it or otherwise conferred on it, and that such shares or  other instruments of ownership will be accepted by it in lieu of any rights with respect to  any such liability under this Agreement or any other Loan Document; or  (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.  SECTION 9.18 Judgment Currency.  (a) The obligations hereunder and under the other Loan Documents of the Borrowers  to make payments in dollars (the “Obligation Currency”), shall not be discharged or satisfied by  any tender, or any recovery pursuant to any judgment or otherwise, which is expressed in or  converted into any currency other than the Obligation Currency, except to the extent that such  tender or recovery results in the effective receipt by the Administrative Agent, the Collateral  Agent, any Issuing Bank or any Lender of the full amount of the Obligation Currency expressed  to be payable to the Administrative Agent, the Collateral Agent, such Issuing Bank or such Lender  under this Agreement or the other Loan Documents, and the applicable Borrower shall (and does  hereby) indemnify the Administrative Agent, the Collateral Agent, such Issuing Bank or such  Lender, as applicable, for any shortfall.  





 






  743242935 -137-     (b) If, for the purpose of obtaining or enforcing judgment against any Borrower in any  court or in any jurisdiction, it becomes necessary to convert into or from any currency other than  the Obligation Currency (such other currency being hereinafter referred to as the “Judgment  Currency”) an amount due in the Obligation Currency, the conversion shall be made, at the Dollar  Equivalent of such amount, in each case, as of the date immediately preceding the day on which  the judgment is given (such Business Day being hereinafter referred to as the “Judgment Currency  Conversion Date”).  If there is a change in the rate of exchange prevailing between the Judgment  Currency Conversion Date and the date of actual payment of the amount due, such Borrower  covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event  not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency,  when converted at the rate of exchange prevailing on the date of payment, will produce the amount  of the Obligation Currency which could have been purchased with the amount of Judgment  Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the  Judgment Currency Conversion Date.  SECTION 9.19 Intercreditor Agreements.  Each of the Lenders hereby acknowledges that it has received and reviewed the Prudential  Intercreditor Agreement and agrees to be bound by the terms thereof as if such Lender was a  signatory thereto.  Each Lender (and each person that becomes a Lender hereunder pursuant to  Section 2.04) hereby (a) acknowledges that the Administrative Agent is acting under the Prudential  Intercreditor Agreement (and any other intercreditor agreement contemplated hereby and executed  after the date hereof) as both the Collateral Agent and the Administrative Agent and (b) waives  any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees  not to assert against the Administrative Agent or the Collateral Agent any claims, cause of action,  damages or liabilities of whatever kind or nature relating thereto.  Each Lender (and each Person  that becomes a Lender hereunder pursuant to Section 2.04) hereby authorizes and directs the  Administrative Agent to enter into the Prudential Intercreditor Agreement (and any other  intercreditor agreement contemplated hereby and executed after the date hereof) on behalf of such  Lender and agrees that each of the Collateral Agent and the Administrative Agent, in its various  capacities thereunder, may take such actions on its behalf as is contemplated by the terms of the  Prudential Intercreditor Agreement (and any such other intercreditor agreement).  SECTION 9.20 Acknowledgement Regarding Any Supported QFCs. To the extent  that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements  or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each  such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the  resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit  Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act  (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in  respect of such Supported QFC and QFC Credit Support (with the provisions below applicable  notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be  governed by the laws of the State of New York and/or of the United States or any other state of  the United States).  In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”)  becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such    743242935 -138-     Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or  under such Supported QFC and such QFC Credit Support, and any rights in property securing such  Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the  same extent as the transfer would be effective under the U.S. Special Resolution Regime if the  Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in  property) were governed by the laws of the United States or a state of the United States. In the  event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding  under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might  otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against  such Covered Party are permitted to be exercised to no greater extent than such Default Rights  could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan  Documents were governed by the laws of the United States or a state of the United States. Without  limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with  respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect  to a Supported QFC or any QFC Credit Support.    





 






   Signature Page to Fourth Amended and Restated Credit Agreement  743242935  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly  executed and delivered by their respective authorized officers as of the day and year first above  written.  LCI INDUSTRIES    By:    Name:  Title:    LIPPERT COMPONENTS, INC.,    By:    Name:  Title:    LCI INDUSTRIES C.V., REPRESENTED BY  ITS SOLE GENERAL PARTNER, KINRO  TEXAS INC.    By:    Name:  Title:    LCI INDUSTRIES B.V.    By:    Name:  Title:                  Signature Page to Fourth Amended and Restated Credit Agreement  743242935    JPMORGAN CHASE BANK, N.A., individually  as a Lender, as an Issuing Bank and as  Administrative Agent    By:    Name:  Title:       





 






   Signature Page to Fourth Amended and Restated Credit Agreement  743242935  WELLS FARGO BANK, NATIONAL  ASSOCIATION, as an Issuing Bank and as a  Lender     By:    Name:  Title:        Signature Page to Fourth Amended and Restated Credit Agreement  743242935      BANK OF AMERICA, N.A., as Documentation  Agent and as a Lender    By:    Name:  Title:      





 






   Signature Page to Fourth Amended and Restated Credit Agreement  743242935  SUNTRUST BANK,  as a Lender    By:    Name:  Title:         Signature Page to Fourth Amended and Restated Credit Agreement  743242935  BANK OF THE WEST, as a Lender     By:    Name:  Title:      





 






   Signature Page to Fourth Amended and Restated Credit Agreement  743242935  U.S. BANK NATIONAL ASSOCIATION, as a  Lender    By:    Name:  Title:           Signature Page to Fourth Amended and Restated Credit Agreement  743242935  BRANCH BANKING AND TRUST, as a Lender    By:    Name:  Title:  





 






   Signature Page to Fourth Amended and Restated Credit Agreement  743242935  BMO HARRIS BANK N.A., as a Lender    By:    Name:  Title: