ste03312022exhibit1040






EXECUTION VERSIONEXHIBIT 10.40    AMENDMENT NO. 1    THIS AMENDMENT NO. 1 (this “Agreement”), dated as of January 1, 2022, is entered into by  JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative  Agent”).    RECITALS    WHEREAS, the STERIS PLC, a public limited company organized under the laws of Ireland  (“STERIS plc”), STERIS LIMITED, a private limited company organized under the laws of England and  Wales (and formerly known as STERIS plc, a public limited company organized under the laws of England  and Wales) (“STERIS Limited”), STERIS CORPORATION, an Ohio corporation (“STERIS  Corporation”), STERIS IRISH FINCO UNLIMITED COMPANY, a public unlimited company organized  under the laws of Ireland (“STERIS Irish FinCo”, and together with STERIS plc, STERIS Limited and  STERIS Corporation, the “Borrowers” and, each a “Borrower”), the guarantors from time to time party  thereto, the lenders from time to time party thereto (the “Lenders”), and the Administrative Agent, are party  to the Credit Agreement, dated as of March 19, 2021 (as amended, modified, extended, restated, replaced,  or supplemented from time to time prior to the date hereof, the “Credit Agreement” and, as amended by  this Agreement, the “Amended Credit Agreement”); and    WHEREAS, certain loans, commitments and/or other extensions of credit (the “Loans”) under the  Credit Agreement denominated in Sterling and Swiss Francs (the “Affected Currencies”) incur or are  permitted to incur interest, fees or other amounts based on the London Interbank Offered Rate as  administered by the ICE Benchmark Administration (“LIBOR”) in accordance with the terms of the Credit  Agreement;    WHEREAS, the Credit Agreement permits the borrowing of Eurocurrency Rate Advances in the  Affected Currencies with an Interest Period of one week; and    WHEREAS, pursuant to Section 2.10(f) of the Credit Agreement, the Administrative Agent has  determined in accordance with the Credit Agreement that LIBOR for the Affected Currencies should be  replaced with an alternate rate of interest in accordance with the Credit Agreement and, in connection  therewith, the Administrative Agent has determined that certain Benchmark Replacement Conforming  Changes are necessary or advisable (including with respect to exceptions for any breakage costs for the  repayment of Loans on the date that is one week after the applicable extension of credit) and such changes  shall become effective without any further consent of any other party to the Credit Agreement or any other  Loan Document.    NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,  and for other good and valuable consideration, the receipt and sufficiency of which are hereby  acknowledged, the parties hereto agree as follows:    1. Defined Terms. Capitalized terms used herein but not otherwise defined herein shall have  the meanings provided to such terms in the Amended Credit Agreement.    2. Agreement. The Credit Agreement 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 attached as Exhibit A hereto.  





 






2   3. Conditions Precedent. This Agreement shall become effective upon the execution of this  Agreement by the Administrative Agent (which may include delivery of a signed signature page of this  Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) (the date of the satisfaction  of such condition, which date shall be January 1, 2022, the “Amendment Effective Date”).    4. Reference to and Effect on the Loan Documents.    (a) From and after the Amendment Effective Date, each reference in the Credit  Agreement to “hereunder,” “hereof,” “this Agreement” or words of like import and each reference in the  other Loan Documents to “Credit Agreement,” “thereunder,” “thereof” or words of like import shall, unless  the context otherwise requires, mean and be a reference to the Amended Credit Agreement. This Agreement  is a Loan Document.    (b) The execution, delivery and effectiveness of this Agreement shall not, except as  expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the  Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of  the Loan Documents.    (c) In the event of any conflict between the terms of this Agreement and the terms of  the Credit Agreement or the other Loan Documents, the terms hereof shall control.    5. Governing Law; Jurisdiction; Consent to Service of Process; Waiver of Jury Trial, Etc.    (a) This Agreement shall be construed in accordance with and governed by the law of  the State of New York, without regard to conflict of laws principles thereof to the extent such principles  would cause the application of the law of another state.    (b) EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN  SECTION 9.15 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN  FULL HEREIN.    6. Amendments; Headings; Severability. This Agreement may not be amended nor may any  provision hereof be waived except pursuant to a writing signed by the Administrative Agent. The Section  headings used herein are for convenience of reference only, are not part of this Agreement and are not to  affect the construction of, or to be taken into consideration in interpreting this Agreement. 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. The parties shall  endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid  provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or  unenforceable provisions.    7. Execution in Counterparts. This Agreement may be executed in one or more counterparts,  each of which shall be deemed an original, but all of which together shall constitute one and the same  instrument. 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  





 






3   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.    8. Notices. All notices hereunder shall be given in accordance with the provisions of Section  9.02 of the Credit Agreement.    9. Certain Existing LIBOR Borrowings. For the avoidance of doubt and notwithstanding  anything to the contrary in the Amended Credit Agreement, Eurocurrency Rate Advances denominated in  Sterling and/or Swiss Francs outstanding under the Credit Agreement as of the Amendment Effective Date  may, in any event, remain outstanding as Eurocurrency Rate Advances pursuant to the terms of the Credit  Agreement (prior to giving effect to this Amendment) until the last day of the Interest Period applicable  thereto that is in effect on the Amendment Effective Date, with such Eurocurrency Rate Advances permitted  to then be converted to RFR Advances (as defined in the Amended Credit Agreement) on the last day of  such Interest Period.    [remainder of page intentionally left blank]  





 






[Signature Page to Amendment No. 1]   Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and  delivered as of the date first above written.      JPMORGAN CHASE BANK, N.A.,  as Administrative Agent      By:  /s/  Gregory T. Martin   Name:  Title:  Gregory T. Martin  Executive Director  





 






  Exhibit A    (Attached hereto)  





 






NAI-1523617476v5    Execution VersionEXHIBIT A to Amendment No. 1          $1,250,000,000    CREDIT AGREEMENT  Dated as of March 19, 2021  among  STERIS PLC,  as a Borrower,  STERIS LIMITED,  as a Borrower,  STERIS CORPORATION,  as a Borrower,  STERIS IRISH FINCO UNLIMITED COMPANY,  as a Borrower,  The Guarantors Party Hereto,  VARIOUS FINANCIAL INSTITUTIONS,  as Lenders,  and  JPMORGAN CHASE BANK, N.A.,  as Administrative Agent    BOFA SECURITIES, INC.,  CITIBANK, N.A.  and  PNC BANK, NATIONAL ASSOCIATION,  as Syndication Agents    SANTANDER BANK, N.A.  and  SUMITOMO MITSUI BANKING CORPORATION,  as Co-Documentation Agents    U.S. BANK NATIONAL ASSOCIATION,  DNB CAPITAL LLC  and  KEYBANK NATIONAL ASSOCIATION,  as Senior Managing Agents    JPMORGAN CHASE BANK, N.A.,  BOFA SECURITIES, INC.,  CITIBANK, N.A.  and  PNC BANK, NATIONAL ASSOCIATION,  as Joint Lead Arrangers and Joint Bookrunners      





 






NAI-1523617476v5    Benchmark  TABLE OF CONTENTS    Page    ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1  SECTION 1.01 Certain Defined Terms 1  SECTION 1.02 Computation of Time Periods  SECTION 1.03 Accounting Terms  SECTION 1.04 Terms Generally  SECTION 1.05 Currency Translations  SECTION 1.06 Letter of Credit Amounts  SECTION 1.07 Divisions  SECTION 1.08 Interest Rates; LIBOR Notification  ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES  SECTION 2.01 The Advances and Revolving Commitments  SECTION 2.02 Making the Advances  SECTION 2.03 Swingline Advances  SECTION 2.04 Letters of Credit  SECTION 2.05 [Reserved]  SECTION 2.06 Fees  SECTION 2.07 Termination or Reduction of the Commitments  SECTION 2.08 Repayment of Advances  SECTION 2.09 Interest on Advances  SECTION 2.10 Interest Rate Determination  SECTION 2.11 Optional Conversion of Advances  SECTION 2.12 Optional and Mandatory Prepayments of Advances  SECTION 2.13 Increased Costs  SECTION 2.14 Illegality  SECTION 2.15 Payments and Computations  SECTION 2.16 Taxes  SECTION 2.17 Sharing of Payments, Etc  SECTION 2.18 Use of Proceeds and Letters of Credit  SECTION 2.19 Evidence of Debt  SECTION 2.20 Defaulting Lenders    i  4647  4647  4748  4748  4950  4950  4950  5051  5051  5052  5253  5556  6062  6062  6163  6263  6263  6364  6668  6768  6869  6971  6971  7172  7981  8082  8082  8082  





 






NAI- 1523617476v5ii   8890  8990  8990  9394  9394  9799  104105  104105  104105  106108  106108  107108  107108  108109  108110  109110  SECTION 2.21 Mitigation  SECTION 2.22 VAT  SECTION 2.23 Increases in Revolving Commitments  ARTICLE III CONDITIONS TO CLOSING AND LENDING  SECTION 3.01 Conditions Precedent to Closing Date  SECTION 3.02 Conditions Precedent to Revolving Advances and Letters of  Credit after the Closing Date  ARTICLE IV REPRESENTATIONS AND WARRANTIES  SECTION 4.01 Representations and Warranties  ARTICLE V COVENANTS  SECTION 5.01 Affirmative Covenants  SECTION 5.02 Negative Covenants  SECTION 5.03 Financial Covenants  ARTICLE VI EVENTS OF DEFAULT  SECTION 6.01 Events of Default  ARTICLE VII THE AGENTS  SECTION 7.01 Authorization and Action  SECTION 7.02 Administrative Agent Individually  SECTION 7.03 Duties of Administrative Agent; Exculpatory Provisions  SECTION 7.04 Reliance by Administrative Agent  SECTION 7.05 Delegation of Duties  SECTION 7.06 Resignation of Administrative Agent  SECTION 7.07 Non-Reliance on Administrative Agent and Other Lenders;  Acknowledgments  SECTION 7.08 Other Agents  SECTION 7.09 Certain ERISA Matters  ARTICLE VIII GUARANTY  SECTION 8.01 Guaranty  SECTION 8.02 No Termination  SECTION 8.03 Waiver by the Guarantors  SECTION 8.04 Subrogation  SECTION 8.05 Waiver of Defenses  SECTION 8.06 Exhaustion of Other Remedies Not Required  8385  8485  8586  8687  8687  110111  111112  111113  113114  113114  113114  113114  113114  114115  114116  





 






NAI- 1523617476v5iii   SECTION 8.07 Stay of Acceleration  SECTION 8.08 Release of Guarantees  SECTION 8.09 Guaranty Limitations  ARTICLE IX MISCELLANEOUS  SECTION 9.01 Amendments, Etc.  SECTION 9.02 Notices, Etc  SECTION 9.03 No Waiver; Remedies  SECTION 9.04 Costs and Expenses  SECTION 9.05 Right of Setoff  SECTION 9.06 Binding Effect  SECTION 9.07 Assignments and Participations  SECTION 9.08 Confidentiality  SECTION 9.09 [Reserved]  SECTION 9.10 Governing Law  SECTION 9.11 Execution in Counterparts  SECTION 9.12 Jurisdiction, Etc.  SECTION 9.13 Patriot Act Notice  SECTION 9.14 No Advisory or Fiduciary Responsibility  SECTION 9.15 Waiver of Jury Trial  SECTION 9.16 Conversion of Currencies  SECTION 9.17 Designated Borrowers  SECTION 9.18 Acknowledgement and Consent to Bail-In of Affected  Financial Institutions  115116  115116  116117  116117  116117  117119  119120  119120  121123  122123  122123  126128  127128  127128  127129  128129  129130  129130  129131  129131  130131  131132  





 






NAI- 1523617476v5iv     SCHEDULES    Schedule I – Commitments  Schedule II – Administrative Agent’s Office; Certain Addresses for Notices  Schedule III – Swingline Commitments  Schedule IV – Existing Letters of Credit  Schedule 4.01(f) – Legal Proceedings  Schedule 5.01(i) – Affiliate Transactions  Schedule 5.02(a) – Liens  Schedule 5.02(e) – Subsidiary Indebtedness  EXHIBITS  Exhibit A – Form of Notice of Borrowing  Exhibit B – Form of Assignment and Acceptance  Exhibit C-1 – Form of Tax Compliance Certificate  Exhibit C-2 – Form of Tax Compliance Certificate  Exhibit C-3 – Form of Tax Compliance Certificate  Exhibit C-4 – Form of Tax Compliance Certificate  Exhibit D – Form of Borrower Joinder Agreement  Exhibit E – Form of Guarantor Joinder Agreement  





 






  CREDIT AGREEMENT    This Credit Agreement (this “Agreement”) dated as of March 19, 2021 is among STERIS plc, a  public limited company organized under the laws of Ireland (“STERIS plc”), as a Borrower and a  Guarantor, STERIS Limited, a private limited company organized under the laws of England and  Wales (and formerly known as STERIS plc, a public limited company organized under the laws  of England and Wales) (“STERIS Limited”), as a Borrower and a Guarantor, STERIS  Corporation, an Ohio corporation (“STERIS Corporation”), as a Borrower and a Guarantor,  STERIS Irish FinCo Unlimited Company, a public unlimited company organized under the laws  of Ireland (“STERIS Irish FinCo”), as a Borrower and a Guarantor, the other Guarantors (as  defined below) and Borrowers that are parties hereto from time to time, the Lenders (as defined  below) that are parties hereto, and JPMorgan Chase Bank, N.A., as administrative agent  (together with any successor thereto appointed pursuant to Article VII, and including any  applicable designated Affiliate (including, without limitation, J.P. Morgan AG), the  “Administrative Agent”) for the Lenders.    RECITALS    WHEREAS, STERIS plc, STERIS Limited, Synergy Health Limited, a private limited company  organized under the laws of England and Wales (“Synergy”) and STERIS Corporation (the  “Existing Revolving Credit Agreement Borrowers”) are parties to that certain Credit Agreement  dated as of March 23, 2018, as amended by that First Amendment, dated as of March 5, 2019,  and that Second Amendment, dated as of June 24, 2019, among the Existing Revolving Credit  Agreement Borrowers, the guarantors and lenders and agents party thereto and JPMorgan Chase  Bank, N.A., as administrative agent (the “Existing Revolving Credit Agreement”);    WHEREAS, the Existing Revolving Credit Agreement Borrowers desire to repay and terminate  in full the Existing Revolving Credit Agreement; and    WHEREAS, the Borrowers, Lenders and the Administrative Agent desire to enter into this  Agreement pursuant to which the Lenders will make available to the Borrowers a revolving  credit facility in an initial principal amount of $1,250,000,000 upon and subject to the terms and  conditions hereinafter set forth.    IN CONSIDERATION THEREOF the parties hereto agree as follows:    ARTICLE I    DEFINITIONS AND ACCOUNTING TERMS    SECTION 1.01 Certain Defined Terms.    As used in this Agreement, the following terms shall have the following meanings (such  meanings to be equally applicable to both the singular and plural forms of the terms defined):    “Acknowledging Party” has the meaning set forth in Section 9.18.    “Acquisition” means the direct or indirect acquisition of all of the equity interests of the  Target by STERIS plc pursuant to the Acquisition Agreement.    NAI-1523617476v5  





 






NAI- 1523617476v52   per annum equal to (a) the Daily Simple RFR for Swiss Francs, minus (b) 0.0571%; provided  “Acquisition Agreement” means that certain Agreement and Plan of Merger, dated as of  January 12, 2021, among STERIS plc, certain Subsidiaries of STERIS plc party thereto, the  Target and certain subsidiaries of the Target party thereto (as amended by that certain  Amendment to Agreement and Plan of Merger, dated as of March 1, 2021, and as modified by  that certain Joinder to Agreement and Plan of Merger, dated as of March 1, 2021, and as may be  further amended, modified, supplemented or waived).    “Adjusted Daily Simple RFR” means, (i) with respect to any RFR Advance denominated  in Sterling, an interest rate per annum equal to (a) the Daily Simple RFR for Sterling, plus (b)  0.0326% and (ii) with respect to any RFR Advance denominated in Swiss Francs, an interest rate  that if the Adjusted Daily Simple RFR Rate as so determined would be less than zero, such rate        “Administrative Agent” has the meaning specified in the recital of parties to this  Agreement.    “Administrative Agent’s Office” means the Administrative Agent’s address and, as  appropriate, account as set forth on Schedule II, or such other address or account as the  Administrative Agent may from time to time notify to the Borrowers and the Lenders.    “Administrative Questionnaire” means an administrative questionnaire in the form  supplied by the Administrative Agent.  “Advance” means any Revolving Advance or Swingline Advance, as appropriate.  “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK  Financial Institution.    “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly,  controls, is controlled by or is under common control with such Person. For purposes of this  definition, the term “control” (including the terms “controlling,” “controlled by” and “under  common control with”) of a Person means the possession, direct or indirect, of the power to  direct or cause the direction of the management and policies of such Person, whether through the  ownership of Voting Stock, by contract or otherwise.    “Agent Parties” has the meaning set forth in Section 9.02(c).    “Agents” means, collectively, the Administrative Agent, the Joint Lead Arrangers, each  Syndication Agent, each Co-Documentation Agent and each Senior Managing Agent.    “Aggregate Revolving Commitments” means, at any time, the aggregate amount of the  Revolving Commitments of all Lenders at such time.    “Aggregate Revolving Credit Exposure” means, at any time, the aggregate amount of the  Revolving Credit Exposures of all Lenders at such time.    “Agreed Currencies” means Dollars and each Alternative Currency.  shall be deemed to be zero.  





 






NAI- 1523617476v53   “Agreement” has the meaning set forth in the introduction hereto.  “Agreement Currency” has the meaning set forth in Section 9.16.  “Alternative Currency” means (x) Sterling, Euro, Swiss Francs, Japanese Yen and the  Other Agreed Currencies and (y) any other readily available currency freely convertible into  Dollars, in the case of this clause (y): (a) for which Eurocurrency Rates can be determined by  reference to the applicable screen as provided in the definition of “Eurocurrency Rate” and (b)  that has been designated by the Administrative Agent as an Alternative Currency at the request  of the Borrowers and with the consent of (i) the Administrative Agent and (ii) each Lender with  a Revolving Commitment. In order to implement any Alternative Currency approved by the  applicable Lenders as set forth in clause (y), the Administrative Agent and the Borrowers may  make any technical or operational changes to this agreement as necessary without any further  consent from any Lenders.    “Alternative Currency Advance” means an Advance denominated in an Alternative  Currency.    “Alternative Currency Equivalent” means, for any amount of any Alternative Currency, at  the time of determination thereof, (a) if such amount is expressed in such Alternative Currency,  such amount and (b) if such amount is expressed in Dollars, the equivalent of such amount in  such Alternative Currency determined by using the rate of exchange for the purchase of such  Alternative Currency with Dollars last provided (either by publication or otherwise provided to  the Administrative Agent) by the applicable Reuters source on the Business Day (New York City  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 such Alternative Currency with Dollars,  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).    “Alternative Currency Letter of Credit” means a Letter of Credit denominated in an  Alternative Currency.    “Alternative Currency Sublimit” means $500,000,000. Wherever this Agreement states  that the Dollar Equivalent of the Aggregate Revolving Credit Exposure denominated in  Alternative Currencies may not exceed the Alternative Currency Sublimit (or words of like  import or effect), such concept shall also be deemed to include a restriction that at no time shall  the Dollar Equivalent of the Aggregate Revolving Credit Exposure denominated in Swedish  Kronor exceed $100,000,000.    “Amendment No. 1” means that certain Amendment No. 1 to this Agreement, dated as of      “Ancillary Document” has the meaning set forth in Section 9.11.  “Anti-Corruption Laws” has the meaning set forth in Section 4.01(s).  January 1, 2022, by JPMorgan Chase Bank, N.A., as administrative agent.  





 






NAI- 1523617476v54   “Applicable Adjusted Percentage” means, with respect to any Lender, the percentage of  the Aggregate Revolving Commitments, represented by such Lender’s Revolving Commitment;  provided that when a Defaulting Lender shall exist, then such percentage shall mean the  percentage of the total Revolving Commitments (disregarding any Defaulting Lender’s  Revolving Commitment) represented by such Lender’s Revolving Commitment (if the  Revolving Commitments have terminated or expired, the Applicable Adjusted Percentages shall  be determined based upon such Lender’s share of the aggregate Revolving Credit Exposures at  that time).    “Applicable Creditor” has the meaning set forth in Section 9.16.    “Applicable Lending Office” means, with respect to any Lender, the office of such  Lender specified as its “Applicable Lending Office” or similar concept in its Administrative  Questionnaire or in the Assignment and Acceptance pursuant to which it became a Lender, or  such other office, branch, Subsidiary or affiliate of such Lender as such Lender may from time to  time specify to the Borrowers and the Administrative Agent.    “Applicable Margin” means the rate per annum set forth under the corresponding  heading below based on the Level set forth below in effect as of such date:                  Level 1    Level 2    Level 3  Level 4        Debt Ratings   S&P / Moody’s /  Fitch    A- / A3 / A- or  higher  BBB+ / Baa1 /  BBB+  BBB / Baa2 / BBB  BBB- / Baa3 / BBB-    Applicable  Margin for  Eurocurrenc  y Rate  Applicable  Margin for  RFR        Applicable  Margin for  Base Rate  Advances  Facility Fee  Level 5 BB+ / Ba1 / BB+  Level 6 BB / Ba2 / BB or  lower      For purposes of the foregoing, (i) if the Debt Ratings established by two or more of S&P,  Moody’s and Fitch shall fall within the same Level, the Applicable Margin shall be determined  by reference to such Level; (ii) if none of S&P, Moody’s and Fitch shall have in effect a Debt  Rating, then each such rating agency shall be deemed to have established a Debt Rating in Level  6; (iii) if only one of S&P, Moody’s and Fitch shall have in effect a Debt Rating, the Applicable  Margin shall be determined by reference to the Level in which such Debt Rating falls; (iv) if the  Debt Ratings established or deemed to have been established by S&P, Moody’s and Fitch shall  each fall within different Levels from each other, the Applicable Margin shall be based on the  Advances  Advances   0.900% 0.900% 0.000%    0.100%  1.000% 1.000% 0.000%    0.125%  1.075% 1.075% 0.075% 0.175%  1.300% 1.300% 0.300% 0.200%  1.525% 1.525% 0.525% 0.225%  1.750% 1.750% 0.750% 0.250%    





 






NAI- 1523617476v55   highest of the three Debt Ratings unless at least one of the three Debt Ratings is two or more  Levels lower than one or more of the others, in which case the Applicable Margin shall be  determined by reference to the Level next below that of the highest of the three Debt Ratings; (v)  if only two of S&P, Moody’s and Fitch shall have in effect a Debt Rating and such Debt Ratings  shall fall within different Levels, the Applicable Margin shall be based on the higher of the two  Debt Ratings unless one of the two Debt Ratings is two or more Levels lower than the other, in  which case the Applicable Margin shall be determined by reference to the Level next above that  of the lower of the two Debt Ratings; and (vi) if the Debt Ratings established or deemed to have  been established by S&P, Moody’s and Fitch shall be changed (other than as a result of a change  in the rating system of S&P, Moody’s or Fitch, as applicable), such change shall be effective as  of the date on which it is first announced by the applicable rating agency, irrespective of when  notice of such change shall have been furnished by the Reporting Entity to the Administrative  Agent and the Lenders pursuant to this Agreement or otherwise. Each change in the Applicable  Margin shall apply during the period commencing on the effective date of such change and  ending on the date immediately preceding the effective date of the next such change. If the rating  system of S&P, Moody’s or Fitch shall change, or if any such rating agency shall cease to be in  the business of rating corporate debt obligations, the Reporting Entity and the Lenders shall  negotiate in good faith to amend the definition of “Applicable Margin” set forth in this  Agreement to reflect such changed rating system or the unavailability of Debt Ratings from such  rating agency and, pending the effectiveness of any such amendment, the Applicable Margin  shall be determined by reference to the Debt Rating most recently in effect prior to such change  or cessation.    “Applicable Minimum Amount” means with respect to (i) Revolving Advances (and not,  for the avoidance of doubt, Swingline Advances), an amount equal to (1) if such Advances are  denominated in Dollars, in the case of Eurocurrency Rate Advances, $5,000,000 or a whole  multiple of $1,000,000 in excess thereof and in the case of Base Rate Advances, $1,000,000 or a  whole multiple of $250,000 in excess thereof, (2) if such Advances are denominated in Pounds  Sterling, £5,000,000 or a whole multiple of £1,000,000 in excess thereof, (3) if such Advances  are denominated in Euro, €5,000,000 or a whole multiple of €1,000,000 in excess thereof, (4) if  such Advances are denominated in Canadian Dollars, C$5,000,000 or a whole multiple of  C$1,000,000 in excess thereof, (5) if such Advances are denominated in Swiss Francs,  SF5,000,000 or a whole multiple of SF1,000,000 in excess thereof, (6) if such Advances are  denominated in Japanese Yen, ¥500,000,000 or a whole multiple of ¥100,000,000 in excess  thereof, (7) if such Advances are denominated in Australian Dollars, AU$5,000,000 or a whole  multiple of AU$1,000,000 in excess thereof, (8) if such Advances are denominated in Swedish  Kronor, SEK35,000,000 or a whole multiple of SEK7,000,000 in excess thereof, (9) if such  Advances are denominated in another Alternative Currency, the Alternative Currency Equivalent  of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (ii) in the case of  Swingline Advances, (1) if such Advances are denominated in Dollars, $1,000,000 or a whole  multiple of $250,000 in excess thereof, (2) if such Advances are denominated in Pounds  Sterling, £1,000,000 or a whole multiple of £250,000 in excess thereof, (3) if such Advances are  denominated in Euro, €1,000,000 or a whole multiple of €250,000 in excess thereof and (4) if  such Advances are denominated in Canadian Dollars, C$1,000,000 or a whole multiple of  C$250,000 in excess thereof.  





 






NAI- 1523617476v56   “Assignment and Acceptance” means an assignment and acceptance entered into by a  Lender and an assignee, and accepted by the Administrative Agent, in substantially the form of  Exhibit B hereto.    “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” or the sign “AU$” means the lawful currency of the Commonwealth  of Australia.    “Available Tenor” means, as of any date of determination and with respect to the then-  current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest  calculated with reference to such Benchmark, as applicable, that is or may be used for  determining the length of an Interest Period or for determining any frequency of making  payments of interest calculated pursuant to this Agreement as of such date and not including, for  the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition  of “Interest Period” pursuant to clause (i) of Section 2.10.    “Availability Period” means the period from the Closing Date to the Revolving Maturity  Date.    “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the  applicable Resolution Authority in respect of any liability of an Affected Financial Institution.    “Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing  Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the  European Union, the implementing law, regulation rule or requirement for such EEA Member  Country from time to time which is described in the EU Bail-In Legislation Schedule and (b)  with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as  amended from time to time) and any other law, regulation or rule applicable in the United  Kingdom relating to the resolution of unsound or failing banks, investment firms or other  financial institutions or their affiliates (other than through liquidation, administration or other  insolvency proceedings).    “Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the  NYFRB Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced  from time to time by JPMorgan Chase Bank, N.A. as its “prime rate,” and (c) the LIBO Rate for  a one-month Interest Period plus 1.00%, provided that if the Base Rate as so determined would  be less than 1%, such rate shall be deemed to be 1% for the purposes of calculating such rate.  The “prime rate” is a rate set by JPMorgan Chase Bank, N.A. based upon various factors  





 






NAI- 1523617476v57   [reserved]  [reserved]  including JPMorgan Chase Bank, N.A.’s costs and desired return, general economic conditions  and other factors, and is used as a reference point for pricing some loans, which may be priced  at, above, or below such announced rate. If the Base Rate is being used as an alternate rate of  interest pursuant to Section 2.10, then the Base Rate shall be the greater of clause (a) and (b)  above and shall be determined without reference to clause (c) above.    “Base Rate Advance” means an Advance denominated in Dollars that bears interest as  provided in Section 2.09(a)(i).    “Benchmark” means, initially, the Relevant Rate; provided that if a Benchmark  Transition Event, a Term SOFR Transition Event, a TERM ESTR Transition Event, a Term  TONA Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark  Replacement Date have occurred with respect to the Relevant Rate or the then-current  Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that  such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (e) or  clause (h) of Section 2.10.    “Benchmark Replacement” means, for any Available Tenor, the first alternative set forth  in the order below that can be determined by the Administrative Agent for the applicable  Benchmark Replacement Date; provided that, in the case of any Advances denominated in  Sterling, Swiss Francs or an Other Agreed Currency, “Benchmark Replacement” shall mean the  alternative set forth in (3) below:    (1)    (A) in the case of any Advances denominated in Dollars, the sum of: (a) Term  SOFR and (b) the related Benchmark Replacement Adjustment;    (B) in the case of any Advances denominated in Sterling, the sum of: (a) Daily  Simple SONIA and (b) the related Benchmark Replacement Adjustment ;    (C) in the case of any Advances denominated in Euros, the sum of: (a) Term  ESTR and (b) the related Benchmark Replacement Adjustment;    (D) in the case of any Advances denominated in Swiss Francs, the sum of: (a)  Daily Simple SARON and (b) the related Benchmark Replacement  Adjustment ; and    (E) in the case of Advances denominated in Japanese Yen, the sum of: (a) Term  TONA and (b) the related Benchmark Replacement Adjustment;    (2)    (A) in the case of any Advances denominated in Dollars, the sum of: (a) Daily  Simple SOFR and (b) the related Benchmark Replacement Adjustment;    (B) in the case of any Advances denominated in Euros, the sum of: (a) Daily  Simple ESTR and (b) the related Benchmark Replacement Adjustment; and  





 






NAI- 1523617476v58   (C) in the case of any Advances denominated in Japanese Yen, the sum of: (a)  Daily Simple TONA and (b) the related Benchmark Replacement Adjustment;    (3) the sum of: (a) the alternate benchmark rate that has been selected by the  Administrative Agent and the Borrowers as the replacement for the then-current  Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any  selection or recommendation of a replacement benchmark rate or the mechanism for  determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-  prevailing market convention for determining a benchmark rate as a replacement for the  then-current Benchmark for syndicated credit facilities denominated in the applicable  Agreed Currency at such time and (b) the related Benchmark Replacement Adjustment;    provided that, in the case of clause (1)(A), (1)(C) or (1)(E), the Unadjusted Benchmark  Replacement is displayed on a screen or other information service that publishes such rate from  time to time as selected by the Administrative Agent in its reasonable discretion; provided  further that, (x) with respect to an Advance denominated in Dollars, notwithstanding anything to  the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term  SOFR Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark  Replacement Date the “Benchmark Replacement” shall revert to and shall be deemed to be the  sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in  clause (1)(A) of this definition (subject to the first proviso above), (y) with respect to an  Advance denominated in Euros, notwithstanding anything to the contrary in this Agreement or in  any other Loan Document, upon the occurrence of a Term ESTR Transition Event, and the  delivery of a Term ESTR Notice, on the applicable Benchmark Replacement Date the  “Benchmark Replacement” shall revert to and shall be deemed to be the sum of (a) Term ESTR  and (b) the related Benchmark Replacement Adjustment, as set forth in clause (1)(C) of this  definition (subject to the first proviso above) and (z) with respect to an Advance denominated in  Japanese Yen, notwithstanding anything to the contrary in this Agreement or in any other Loan  Document, upon the occurrence of a Term TONA Transition Event, and the delivery of a Term  TONA Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement”  shall revert to and shall be deemed to be the sum of (a) Term TONA and (b) the related  Benchmark Replacement Adjustment, as set forth in clause (1)(E) of this definition (subject to  the first proviso above).    If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above  would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes  of this Agreement and the other Loan Documents.    “Benchmark Replacement Adjustment” means, with respect to any replacement of the  then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest  Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:    (1) for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,”  the first alternative set forth in the order below that can be determined by the  Administrative Agent:    (a) the spread adjustment, or method for calculating or determining such  spread adjustment, (which may be a positive or  negative value or zero) as of  the  





 






NAI- 1523617476v59   Reference Time such Benchmark Replacement is first set for such Interest Period that has  been selected or recommended by the Relevant Governmental Body for the replacement  of such Benchmark with the applicable Unadjusted Benchmark Replacement for the  applicable Corresponding Tenor; and    (b) the spread adjustment (which may be a positive or negative value or zero)  as of the Reference Time such Benchmark Replacement is first set for such Interest  Period that would apply to the fallback rate for a derivative transaction referencing the  ISDA Definitions to be effective upon an index cessation event with respect to such  Benchmark for the applicable Corresponding Tenor; and    (2) for purposes of clause (3) of the definition of “Benchmark Replacement,” the  spread adjustment, or method for calculating or determining such spread adjustment  (which may be a positive or negative value or zero), that has been selected by the  Administrative Agent and the Borrowers for the applicable Corresponding Tenor giving  due consideration to (i) any selection or recommendation of a spread adjustment, or  method for calculating or determining such spread adjustment, for the replacement of  such Benchmark with the applicable Unadjusted Benchmark Replacement by the  Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any  evolving or then-prevailing market convention for determining a spread adjustment, or  method for calculating or determining such spread adjustment, for the replacement of  such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated  credit facilities denominated in the applicable Agreed Currency;    provided that, in the case of clause (1) above, such adjustment is displayed on a screen or  other information service that publishes such Benchmark Replacement Adjustment from time to  time as selected by the Administrative Agent in its reasonable discretion.    “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark  Replacement (and including the changes pursuant to Amendment No. 1), any technical,  administrative or operational changes (including changes to the definition of “Base Rate,” the  definition of “Interest Period,” the definition of “Business Day”, the definition of “RFR Business  Day,” timing and frequency of determining rates and making payments of interest, timing of  borrowing requests or prepayment, conversion or continuation notices, length of lookback  periods, the applicability of breakage provisions, and other technical, administrative or  operational matters) that the Administrative Agent decides 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 in its reasonable  discretion that adoption of any portion of such market practice is not administratively feasible or  if the Administrative Agent determines that no market practice for the administration of such  Benchmark Replacement exists, in such other manner of administration as the Administrative  Agent decides in its reasonable discretion is reasonably necessary in connection with the  administration of this Agreement and the other Loan Documents).    “Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to  occur of the following events with respect to the then-current Benchmark:  





 






NAI- 1523617476v510    (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,”  the later of (a) the date of the public statement or publication of information referenced  therein and (b) the date on which the administrator of such Benchmark (or the published  component used in the calculation thereof) permanently or indefinitely ceases to provide  all Available Tenors of such Benchmark (or such component thereof);    (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the  date of the public statement or publication of information referenced therein; or    (3) in the case of a Term SOFR Transition Event, a Term ESTR Transition Event or a  Term TONA Transition Event, as applicable, the date that is thirty (30) days after the date  a Term SOFR Notice, a Term ESTR Notice or a Term TONA Notice, as applicable, is  provided to the Lenders and the Borrowers pursuant to Section 2.10(h); or    (4) in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date  notice of such Early Opt-in Election is provided to the Lenders, so long as the  Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth  (5th) Business Day after the date notice of such Early Opt-in Election is provided to the  Lenders, written notice of objection to such Early Opt-in Election from Lenders  comprising the Required Lenders.    For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement  Date occurs on the same day as, but earlier than, the Reference Time in respect of any  determination, the Benchmark Replacement Date will be deemed to have occurred prior  to the Reference Time for such determination and (ii) the “Benchmark Replacement  Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any  Benchmark upon the occurrence of the applicable event or events set forth therein with  respect to all then-current Available Tenors of such Benchmark (or the published  component used in the calculation thereof).    “Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of  one or more of the following events with respect to the then-current Benchmark:    (1) a public statement or publication of information by or on behalf of the  administrator of such Benchmark (or the published component used in the calculation  thereof) announcing that such administrator has ceased or will cease to provide all  Available Tenors of such Benchmark (or such component thereof), permanently or  indefinitely, provided that, at the time of such statement or publication, there is no  successor administrator that will continue to provide any Available Tenor of such  Benchmark (or such component thereof);    (2) a public statement or publication of information by the regulatory supervisor for  the administrator of such Benchmark (or the published component used in the calculation  thereof), the Federal Reserve Board, the NYFRB, the central bank for the Agreed  Currency applicable to such Benchmark, an insolvency official with jurisdiction over the  administrator for such Benchmark (or such component), a resolution authority with  jurisdiction over the administrator for such Benchmark (or such component) or a court or  an entity with similar insolvency or resolution authority over the administrator for such  





 






NAI- 1523617476v511    Benchmark (or such component), which states that the administrator of such Benchmark  (or such component) has ceased or will cease to provide all Available Tenors of such  Benchmark (or such component thereof) permanently or indefinitely, provided that, at the  time of such statement or publication, there is no successor administrator that will  continue to provide any Available Tenor of such Benchmark (or such component  thereof); or    (3) a public statement or publication of information by the regulatory supervisor for  the administrator of such Benchmark (or the published component used in the calculation  thereof) announcing that all Available Tenors of such Benchmark (or such component  thereof) are no longer representative.    For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have  occurred with respect to any Benchmark if a public statement or publication of information set  forth above has occurred with respect to each then-current Available Tenor of such Benchmark  (or the published component used in the calculation thereof).    “Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if  any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2)  of that definition has occurred if, at such time, no Benchmark Replacement has replaced the  then-current Benchmark for all purposes hereunder and under any Loan Document in accordance  with Section 2.10 and (y) ending at the time that a Benchmark Replacement has replaced the  then-current Benchmark for all purposes hereunder and under any Loan Document in accordance  with Section 2.10.    “Beneficial Ownership Certification” has the meaning set forth in Section 3.01(e)(ii).  “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.  “Bona Fide Debt Fund” means any fund or investment vehicle that is engaged in making,  purchasing, holding or otherwise investing in commercial loans, bonds and other similar  extensions of credit in the ordinary course and, if applicable, with respect to which the Primary  Disqualified Institution of such Bona Fide Debt Fund does not, directly or indirectly, possess the  power to direct or cause the direction of the investment policies of such entity.    “Borrowed Debt” means any Debt for money borrowed, including loans, hybrid  securities, debt convertible into Equity Interests and any Debt represented by notes, bonds,  debentures or other similar evidences of Debt for money borrowed.    “Borrower” means, to the extent party hereto, each of STERIS plc, STERIS Limited,  STERIS Corporation, STERIS Irish FinCo and any Designated Borrowers.    “Borrower DTTP Filing” means an HM Revenue & Customs’ Form DTTP2, duly  completed and filed by the relevant Borrower, which:    (i) where it relates to a Treaty Lender that is a Lender on the day on which  this Agreement is entered into, contains the scheme reference number and jurisdiction of tax  residence stated opposite such Lender’s name in Part I of Schedule I; and  





 






NAI- 1523617476v512    Day.  (1) where the relevant Borrower is a Borrower on the Closing Date, is  filed with HM Revenue & Customs within 30 days of the date of this Agreement;  or    (2) where the relevant Borrower has become a Borrower after the  Closing Date, is filed with HM Revenue & Customs within 30 days of the date on  which that relevant Borrower becomes such a Borrower; or    (ii) where it relates to a Treaty Lender that is a New Lender, contains the  scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the  relevant Assignment and Acceptance, and:    (1) where the relevant Borrower is a Borrower as at the relevant  Transfer Date, is filed with HM Revenue & Customs within 30 days of that  Transfer Date; or    (2) where the relevant Borrower is not a Borrower as at the relevant  Transfer Date, is filed with HM Revenue & Customs within 30 days of the date  on which that relevant Borrower becomes a Borrower.  “Borrower Materials” has the meaning specified in the last paragraph of Section 5.01.  “Borrowing” means a borrowing consisting of simultaneous Advances of the same Type  and currency made by each of the Lenders to the Borrowers pursuant to Section 2.01.    “Bridge Facility” means a senior unsecured bridge facility in connection with the  Acquisition and the other Transactions in an aggregate principal amount not to exceed  $1,350,000,000.    “Business Day” means any day other than a Saturday, Sunday or other day on which  commercial banks are authorized to close under the Laws of, or are in fact closed in, the state  where the Administrative Agent’s Office in the United States is located; provided, that (a) when  used in connection with a Eurocurrency Rate Advance, the term “Business Day” shall also  exclude any day on which banks are not open for dealings in deposits in the relevant currency in  the interbank eurocurrency market, (b) when used in connection with an Alternative Currency  Advance, the term “Business Day” shall also exclude any day on which commercial banks in  London (or in the case of Swingline Foreign Currency Loans, the city in which the relevant  funding office of such Swingline Lender is located) are authorized or required by law to remain  closed and, (c) when used in connection with Eurocurrency Rate Advances denominated in Euro,  the term “Business Day” shall also exclude any day on which TARGET2 (or, if such clearing  system ceases to be operative, such other clearing system (if any) for the settlement of payments  in Euro determined by the Administrative Agent in its reasonable discretion to be a suitable  replacement) is not open for settlement of payment in Euro. and (d) when used in connection  with RFR Advances and any interest rate settings, fundings, disbursements, settlements or  payments of any such RFR Advance, or any other dealings in the currency of such RFR  Advance, the term “Business Day” shall also exclude any such day that is not an RFR Business  





 






NAI- 1523617476v513    “Canadian Dollars” or the sign “C$” means the lawful currency of Canada.    “Cash Equivalents” means (a) marketable direct obligations with maturities of one year  or less from the date of acquisition, issued by or fully guaranteed or insured by (i) the United  States Government or any agency or instrumentality thereof or (ii) any member state of the  European Union; (b) marketable general obligations issued or fully guaranteed by any state,  commonwealth or territory of the United States of America or any political subdivision, agency  or taxing authority of any such state, commonwealth or territory or any public instrumentality  thereof or any other foreign government or any agency or instrumentality thereof maturing within  one year from the date of acquisition thereof and, at the time of acquisition, which are rated at  least A- by S&P or A-1 by Moody’s; (c) marketable direct obligations with maturities of one  year or less from the date of acquisition, issued by an issuer rated at least A-/A-1 by S&P or  A3/P-1 by Moody’s; or carrying an equivalent rating by a nationally recognized rating agency, if  both of the two named rating agencies cease publishing ratings of investments, and, in either  case, maturing within one year from the date of acquisition; (d) certificates of deposit, time  deposits, eurodollar time deposits, overnight bank deposits, notes, debt securities, bankers’  acceptances and repurchase agreements, in each case having maturities of one year or less from  the date of acquisition, issued, and money market deposit accounts issued or offered, by any  Lender or by any commercial bank organized under the laws of the United States of America or  any state thereof or foreign commercial bank of recognized standing having combined capital  and surplus of not less than $100,000,000 or any bank (or the parent company of any such bank)  whose short-term commercial paper rating from S&P is at least A-1 or from Moody’s is at least  P-2 or an equivalent rating from another rating agency; (e) commercial paper of an issuer rated at  least A-1 by S&P or P-1 by Moody’s, or carrying an equivalent rating by a nationally recognized  rating agency, if both of the two named rating agencies cease publishing ratings of investments,  and, in either case, maturing within one year from the date of acquisition; (f) repurchase  obligations of any Lender or of any commercial bank satisfying the requirements of clause (d) of  this definition, having a term of not more than 30 days, with respect to notes or other securities  described in clause (a) of this definition; (g) any notes or other debt securities or instruments  issued by any Person, (i) the payment and performance of which is premised upon (A) securities  issued by any state, commonwealth or territory of the United States of America or any political  subdivision or taxing authority of such state, commonwealth or territory or any public  instrumentality or agency thereof or any foreign government or (B) loans originated or acquired  by any other Person pursuant to a plan or program established by any Governmental Authority  that requires the payment of not less than 95% of the outstanding principal amount of such loans  to be guaranteed by (1) a specified Governmental Authority or (2) any other Person (provided  that all or substantially all of such guarantee payments made by such Person are contractually  required to be reimbursed by any other Governmental Authority), (ii) that are rated at least AAA  by S&P and Aaa by Moody’s and (iii) which are disposed of by the Reporting Entity or any  member of the Consolidated Group within one year after the date of acquisition thereof; (h)  shares of money market, mutual or similar funds that (i) invest in assets satisfying the  requirements of clauses (a) through (g) (or any of such clauses) of this definition, and (ii) have  portfolio assets of at least $1,000,000,000; (i) any other investment which constitutes a “cash  equivalent” under GAAP as in effect from time to time; and (j) any other notes, securities or  other instruments or deposit-based products consented to in writing by the Administrative Agent.  





 






NAI- 1523617476v514            “Central Bank Rate” means, (A) the greater of (i) for any Advance denominated in (a)  Sterling, the Bank of England (or any successor thereto)’s “Bank Rate” as published by the Bank  of England (or any successor thereto) from time to time and (b) Swiss Francs, the policy rate of    any successor thereto) from time to time and (ii) zero; plus (B) the applicable Central Bank Rate      “Central Bank Rate Adjustment” means, for any day, for any Advance denominated in (a)  Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i)  the average of Adjusted Daily Simple RFR for Sterling Borrowings for the five most recent RFR  Business Days preceding such day for which SONIA was available (excluding, from such  averaging, the highest and the lowest such Adjusted Daily Simple RFR applicable during such  period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Sterling in  effect on the last RFR Business Day in such period and (b) Swiss Francs, a rate equal to the  difference (which may be a positive or negative value or zero) of (i) the average of Adjusted  Daily Simple RFR for Swiss Franc Borrowings for the five most recent RFR Business Days  preceding such day for which SARON was available (excluding, from such averaging, the  highest and the lowest such Adjusted Daily Simple RFR applicable during such period of five  RFR Business Days) minus (ii) the Central Bank Rate in respect of Swiss Francs in effect on the  last RFR Business Day in such period. For purposes of this definition, the term Central Bank      “CERCLIS” means the Comprehensive Environmental Response, Compensation and  Liability Information System maintained by the U.S. Environmental Protection Agency.    “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, Ontario 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, Ontario 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.  the Swiss National Bank (or any successor thereto) as published by the Swiss National Bank (or  “CBR Spread” means the Applicable Margin, applicable to such Advance that is replaced  by a CBR Advance.  “CBR Advance” means an Advance that bears interest at a rate determined by reference  to the Central Bank Rate.  Rate shall be determined disregarding clause (B) of the definition of such term.  Adjustment.  





 






NAI- 1523617476v515    “Closing Date” means the Business Day on which all the conditions precedent in Section  3.01 are satisfied or waived in accordance with Section 9.01, which date is March 19, 2021.    “Co-Documentation Agents” means Santander Bank, N.A. and Sumitomo Mitsui  Banking Corporation.    “Commitment” means as to any Lender, the commitment of such Lender to make an  Advance hereunder, as such commitment may be increased or reduced from time to time  pursuant to the terms hereof.  “Consolidated” refers to the consolidation of accounts in accordance with GAAP.  “Consolidated EBITDA” means, for any fiscal period, the Consolidated net income of the  Consolidated Group for such period determined in accordance with GAAP plus the following, to  the extent deducted in calculating such Consolidated net income: (a) Consolidated Interest  Expense, (b) the provision for Federal, state, local and foreign taxes based on income, profits,  revenue, business activities, capital or similar measures payable by the Reporting Entity and its  Subsidiaries in each case, as set forth on the financial statements of the Consolidated Group, (c)  depreciation (including depletion) and amortization expense, (d) any extraordinary or unusual  charges, expenses or losses, (e) net after-tax losses (including all fees and expenses or charges  relating thereto) on sales of assets outside of the ordinary course of business and net after-tax  losses from discontinued operations, (f) any net after-tax losses (including all fees and expenses  or charges relating thereto) on the retirement of debt, (g) any other non-recurring or non-cash  charges, expenses or losses; provided that for any period of four consecutive fiscal quarters  nonrecurring cash expenses added back pursuant to this clause (g) (other than those in  connection with any acquisition) shall not exceed the greater of (x) $50,000,000 and (y) 10% of  Consolidated EBITDA (before giving effect to such nonrecurring cash add back) for the  applicable four quarter period, (h) minority interest expense, and (i) non-cash stock option  expenses, non-cash equity-based compensation and/or non-cash expenses related to stock-based  compensation, and minus, to the extent included in calculating such Consolidated net income for  such period, the sum of (i) any extraordinary or unusual income or gains, (ii) net after-tax gains  (less all fees and expenses or charges relating thereto) on the sales of assets outside of the  ordinary course of business and net after-tax gains from discontinued operations (without  duplication of any amounts added back in clause (b) of this definition), (iii) any net after-tax  gains (less all fees and expenses or charges relating thereto) on the retirement of debt, (iv) any  other nonrecurring or non-cash income and (v) minority interest income, all as determined on a  Consolidated basis. In the event that the Reporting Entity or any of its Subsidiaries acquired or  disposed of any Person, business unit or line of business or made any investment during the  relevant period, Consolidated EBITDA will be determined giving pro forma effect to such  acquisition, disposition or investment as if such acquisition, disposition or investment and any  related incurrence or repayment of Debt had occurred on the first day of the relevant period, but  shall not take into account any cost savings projected to be realized as a result of such  acquisition or disposition other than cost savings permitted to be included under Regulation S-X  of the Securities and Exchange Commission; provided, that if appropriate financial items to  calculate Consolidated EBITDA on a pro forma basis for an acquisition or investment are  unavailable or were not prepared in accordance with GAAP, then the Reporting Entity may elect  not to include such financial items relating to such acquisition or investment if the amount of  Consolidated EBITDA attributable to such acquisition or investment as reasonably determined in  





 






NAI- 1523617476v516    good faith by the Reporting Entity is greater than or equal to $0 or is less negative than the more  negative of (x) negative $25,000,000 and (y) negative 5% of Consolidated EBITDA (before  giving effect to such pro forma adjustment).    “Consolidated Group” means the Reporting Entity and its Subsidiaries.    “Consolidated Interest Expense” means, for any fiscal period, the total interest expense of  the Consolidated Group on a Consolidated basis determined in accordance with GAAP,  including the imputed interest component of capitalized lease obligations during such period,  and all commissions, discounts and other fees and charges owed with respect to letters of credit,  if any, and net costs under Hedge Agreements relating to interest rates; provided that if the  Reporting Entity or any of its Subsidiaries acquired or disposed of any Person, business unit or  line of business during the relevant period, Consolidated Interest Expense will be determined  giving pro forma effect to any incurrence or repayment of Debt related to such acquisition or  disposition as if such incurrence or repayment of Debt had occurred on the first day of the  relevant period.    “Consolidated Total Assets” means, as of any date of determination, the net book  value of all assets at such date as reflected on the Consolidated balance sheet of the Reporting  Entity (or, as applicable, the entity that was most recently, but is no longer, the Reporting Entity)  most recently delivered pursuant to Section 5.01(j)(i) or Section 5.01(j)(ii) (or prior thereto, as  set forth in the most recent Required Financial Statements).    “Consolidated Total Debt” means, as of any date of determination, (a) the aggregate  amount of Borrowed Debt of the Consolidated Group determined on a Consolidated basis as of  such date minus (b) to the extent included in clause (a) above, the lesser of (1) the aggregate  amount of cash proceeds received and held by or on behalf of the Reporting Entity or its  Subsidiaries in connection with any offering, issuance or other incurrence of Debt (“Specified  Indebtedness”) in connection with a transaction not prohibited under this Agreement, pending  application of such proceeds in respect of any pending acquisition (including, for the avoidance  of doubt, the Acquisition) or investment, or refinancing, prepayment, repayment, redemption,  repurchase, settlement, discharge or defeasance of existing Debt (a “Pending Transaction”) and  (2) the lowest maximum amount (for the avoidance of doubt, not to be less than $0) that may be  deducted as of such date when calculating “Consolidated Total Debt” (or other corresponding  definition) for purposes of determining compliance with any leverage ratio financial covenant (or  other corresponding provision) in (A) the Existing STERIS Notes (or any replacement facility in  respect thereof or indebtedness refinancing such notes), (B) the Term Loan Agreement (or any  replacement facility in respect thereof or other indebtedness refinancing such facility) and (C) the  Delayed Draw Term Loan Agreement (or any replacement facility in respect thereof or other  indebtedness refinancing such facility), provided that if the Pending Transaction is not  consummated by (x) for any pending acquisition (including, for the avoidance of doubt, the  Acquisition), the date specified therefor in the definitive agreement governing such Specified  Indebtedness (or, if no such date is specified, the date that is fifteen (15) months after the  offering, issuance or other incurrence of such Specified Indebtedness) and (y) for all other  Pending Transactions, the date that is 180 days after the offering, issuance or other incurrence of  such Specified Indebtedness (the “Pending Transaction Effective Date”), then from and after the  date that is 90 days after the Pending Transaction Effective Date (or such later date as the  Administrative Agent may agree in its discretion), the aggregate amount of cash proceeds  





 






NAI- 1523617476v517    for the day that is 5 RFR Business Days prior to (A) if such RFR Interest Day is an RFR  received and held by or on behalf of the Reporting Entity or its Subsidiaries in connection with  such Specified Indebtedness for purposes of clause (b) shall be deemed to be $0.    “Continuing Director” means, for any period, an individual who is a member of the board  of directors of the Reporting Entity on the first day of such period or whose election to the board  of directors of the Reporting Entity is approved by a majority of the other Continuing Directors.    “Conversion,” “Convert,” or “Converted” each refers to a conversion of Advances of one  Type into Advances of the other Type pursuant to Section 2.11.    “Corresponding Tenor” with respect to any Available Tenor means, as applicable, either  a tenor (including overnight) or an interest payment period having approximately the same length  (disregarding Business Day adjustment) as such Available Tenor.    “CTA” means the Corporation Tax Act 2009.    “Daily Simple ESTR” means, for any day, ESTR, with the conventions for this rate  (which may include a lookback) being established by the Administrative Agent in accordance  with the conventions for this rate selected or recommended by the Relevant Governmental Body  for determining “Daily Simple ESTR” for business loans; provided, that if the Administrative  Agent decides that any such convention is not administratively feasible for the Administrative  Agent, then the Administrative Agent may establish another convention in its reasonable  discretion.    “Daily Simple SARONRFR” means, for any day, SARON, with the conventions for this  rate (which may include a lookback) being established by the Administrative Agent in  accordance with the conventions for this rate selected or recommended by the Relevant  Governmental Body for determining “Daily Simple SARON” for business loans or conventions  that are otherwise used in the United States syndicated lending market for syndicated loans  denominated in Swiss Franc ; provided that, if the Administrative Agent decides that any such  convention is not administratively feasible for the Administrative Agent, then the Administrative  Agent may establish another convention in its reasonable discretion.(an “RFR Interest Day”), an  interest rate per annum equal to, for any RFR Advance denominated in (i) Sterling, SONIA for  the day that is 5 RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business  Day, such RFR Interest Day or (B) if such RFR Interest Day is not an RFR Business Day, the  RFR Business Day immediately preceding such RFR Interest Day and (ii) Swiss Francs, SARON  Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not an RFR Business        “Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate  (which may include a lookback) being established by the Administrative Agent in accordance  with the conventions for this rate selected or recommended by the Relevant Governmental Body  for determining “Daily Simple SOFR” for business loans; provided, that if the Administrative  Agent decides that any such convention is not administratively feasible for the Administrative  Agent, then the Administrative Agent may establish another convention in its reasonable  discretion.  Day, the Business Day immediately preceding such RFR Interest Day.  





 






NAI- 1523617476v518    “Daily Simple SONIA” means, for any day, SONIA, with the conventions for this rate  (which may include a lookback) being established by the Administrative Agent in accordance  with the conventions for this rate selected or recommended by the Relevant Governmental Body  for determining “Daily Simple SONIA” for business loans or conventions that are otherwise  used in the United States syndicated lending market for syndicated loans denominated in  Sterling; provided that, if the Administrative Agent decides that any such convention is not  administratively feasible for the Administrative Agent, then the Administrative Agent may  establish another convention in its reasonable discretion.    “Daily Simple TONA” means, for any day, TONA, with the conventions for this rate  (which may include a lookback) being established by the Administrative Agent in accordance  with the conventions for this rate selected or recommended by the Relevant Governmental Body  for determining “Daily Simple TONA” for business loans or conventions that are otherwise used  in the United States syndicated lending market for syndicated loans denominated in Yen;  provided that, if the Administrative Agent decides that any such convention is not  administratively feasible for the Administrative Agent, then the Administrative Agent may  establish another convention in its reasonable discretion.    “Debt” of any Person means, without duplication, (a) all indebtedness of such Person for  borrowed money, (b) all obligations of such Person for the deferred purchase price of property or  services (other than trade payables incurred in the ordinary course of such Person’s business), (c)  all obligations of such Person evidenced by notes, bonds, debentures or other similar  instruments, (d) all obligations of such Person created or arising under any conditional sale or  other title retention agreement with respect to property acquired by such Person (even though the  rights and remedies of the seller or lender under such agreement in the event of default are  limited to repossession or sale of such property), (e) subject to Section 1.03, all obligations of  such Person as lessee under leases that have been or should be, in accordance with GAAP,  recorded as capital leases, (f) all obligations, contingent or otherwise, of such Person in respect  of acceptances, letters of credit or similar extensions of credit, (g) all obligations of such Person  in respect of Hedge Agreements, (h) all Debt of others referred to in clauses (a) through (g)  above or clause (i) below directly guaranteed in any manner by such Person, or the payment of  which is otherwise provided for by such Person, and (i) all Debt referred to in clauses (a) through  (h) above secured by (or for which the holder of such Debt has an existing right, contingent or  otherwise, to be secured by) any Lien on property (including, without limitation, accounts and  contract rights) owned by such Person, even though such Person has not assumed or become  liable for the payment of such Debt; provided that the amount of any Debt referred to in this  clause (i) shall be the lesser of (x) the maximum amount of the Debt so secured and (y) the fair  market value of such property.    “Debt Rating” means as of any date of determination, the ratings as determined by S&P,  Moody’s and/or Fitch, as applicable, of the Reporting Entity’s Index Debt. For the avoidance of  doubt, prior to the earlier of the closing or termination of the Acquisition, the Debt Rating shall  include applicable ratings that are contingent upon or based on the occurrence of the Acquisition.    “Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and  all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,  





 






NAI- 1523617476v519    moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief  laws of the United States or other applicable jurisdictions from time to time in effect.    “Default” means any Event of Default or any event that would constitute an Event of  Default but for the requirement specified in Article VI that notice be given or time elapse or  both.    “Default Interest” has the meaning specified in Section 2.09(b).    “Defaulting Lender” means, subject to Section 2.20(c), any Lender that (a) has failed to  (i) fund all or any portion of its Advances within two Business Days of the date such Advances  were required to be funded hereunder unless such Lender notifies the Administrative Agent and  the Borrowers in writing that such failure is the result of such Lender’s determination that one or  more conditions precedent to funding (each of which conditions precedent, together with any  applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii)  pay to the Administrative Agent or any other Lender any other amount required to be paid by it  hereunder within two Business Days of the date when due, (b) has notified the Borrowers or the  Administrative Agent in writing that it does not intend to comply with its funding obligations  hereunder, or has made a public statement to that effect (unless such writing or public statement  relates to such Lender’s obligation to fund an Advance hereunder and states that such position is  based on such Lender’s determination that a condition precedent to funding (which condition  precedent, together with any applicable default, shall be specifically identified in such writing or  public statement) cannot be satisfied), (c) has failed, within three Business Days after written  request by the Administrative Agent or a Borrower, to confirm in writing to the Administrative  Agent and the Borrowers that it will comply with its prospective funding obligations hereunder  (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon  receipt of such written confirmation by the Administrative Agent and the Borrowers), or (d) has,  or has a direct or indirect parent company that has, (i) become the subject of a proceeding under  any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee,  administrator, assignee for the benefit of creditors or similar Person charged with reorganization  or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or  any other state or federal regulatory authority acting in such a capacity or (iii) become the subject  of a Bail-In Action; provided that for the avoidance of doubt, a Lender shall not be a Defaulting  Lender solely by virtue of (A) the ownership or acquisition of any Equity Interest in that Lender  or any direct or indirect parent company thereof by a Governmental Authority or (B) in the case  of a solvent Person, the precautionary appointment of an administrator, guardian or custodian or  similar official by a Governmental Authority under or based on the law of the country where  such Person is organized if the applicable law of such jurisdiction requires that such appointment  not be publicly disclosed, in any such case, where such ownership or action, as applicable, does  not result in or provide such Lender with immunity from the jurisdiction of courts within the  United States or from the enforcement of judgments or writs of attachment on its assets or permit  such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any  contracts or agreements made with such Lender. Any determination by the Administrative  Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d)  above shall be conclusive and binding as to such Lender absent demonstrable error, and such  Lender shall be deemed to be a Defaulting Lender (subject to Section 2.20(c)) upon delivery of  written notice of such determination to the Borrowers and each Lender.  





 






NAI- 1523617476v520    “Delayed Draw Term Loan Agreement” means that certain delayed draw Term Loan  Agreement dated as of the date hereof (as amended, restated, amended and restated,  supplemented or otherwise modified), among STERIS plc, STERIS Limited, STERIS  Corporation, and STERIS Irish FinCo, each as a borrower and a guarantor, the lenders party  thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties party thereto,  with respect to an aggregate amount of commitments of $750,000,000 as of the date hereof.    “Designated Borrower” has the meaning specified in Section 9.17.  “Direction” has the meaning specified in Section 2.16(g)(iv)(C)(1).  “Disinterested Director” means, with respect to any Person and transaction, a member of  the board of directors of such Person who does not have any material direct or indirect financial  interest in or with respect to such transaction.    “Disposition” has the meaning specified in Section 5.02(f).    “Disqualified Lenders” means (a) those Persons identified as “Disqualified Lenders” in  writing from the Reporting Entity to JPMorgan Chase Bank, N.A., on or prior to January 12,  2021, (b) Persons reasonably determined by the Reporting Entity to be competitors of the  Reporting Entity or its Subsidiaries and that have been identified in writing by the Reporting  Entity to JPMorgan Chase Bank, N.A., from time to time after January 12, 2021 and prior to the  Closing Date or by the Reporting Entity to the Administrative Agent in writing by delivery of a  notice thereof to the Administrative Agent (at any time when JPMorgan Chase Bank, N.A., is  serving as Administrative Agent, by e-mail to JPMDQ_Contact@jpmorgan.com) at any time and  from time to time after the Closing Date (and each written supplement shall become effective  three Business Days after delivery thereof to JPMorgan Chase Bank, N.A., or the Administrative  Agent, as applicable) and (c) in each case, as to any entity referenced in each of clauses (a) and  (b) (the “Primary Disqualified Institution”), their Affiliates (other than Bona Fide Debt Fund  Affiliates) to the extent such Affiliates are identified in writing by the Reporting Entity to  JPMorgan Chase Bank, N.A., prior to the Closing Date or the Administrative Agent by delivery  of a notice thereof to the Administrative Agent (at any time when JPMorgan Chase Bank, N.A.,  is serving as Administrative Agent, by e-mail to JPMDQ_Contact@jpmorgan.com) on or after  the Closing Date (and each written supplement shall become effective three Business Days after  delivery thereof to JPMorgan Chase Bank, N.A., or the Administrative Agent, as applicable) or  are otherwise clearly identifiable as an Affiliate based solely by similarity of such Affiliate’s  name to the name of a person on such list, it being understood and agreed that the foregoing  provisions shall not apply retroactively to any Person if such Person shall have previously  acquired an assignment or participation interest (or shall have entered into a trade therefor) prior  thereto, but shall disqualify such person from taking any further assignment or participation  thereafter. For the avoidance of doubt, the Reporting Entity may remove the designation of  Persons as Disqualified Institutions by notice to the Administrative Agent (at any time when  JPMorgan Chase Bank, N.A., is serving as Administrative Agent, by e-mail to  JPMDQ_Contact@jpmorgan.com).    “Dollars” and the “$” sign each means lawful currency of the United States.  





 






NAI- 1523617476v521    “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 Reuters on the Business Day  (New York City 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.    “Domestic Subsidiary” means any Subsidiary that is not a Foreign Subsidiary.    “Early Opt-in Election” means, with respect to any Agreed Currency, the occurrence of:    (1) a notification by the Administrative Agent to (or the request by the Borrowers to  the Administrative Agent to notify) each of the other parties hereto that syndicated credit  facilities denominated in the applicable Agreed Currency being executed at such time, or that  include language similar to that contained in Section 2.10 are being executed or amended, as  applicable, to incorporate or adopt a new benchmark interest rate to replace the Relevant Rate,  and    (2) the joint election by the Administrative Agent and the Borrowers to declare that  an Early Opt-in Election for such Agreed Currency has occurred and the provision, as applicable,  by the Administrative Agent of written notice of such election to the Borrowers and the Lenders.    “EEA Financial Institution” means (a) any credit institution or investment firm  established in any EEA Member Country which is subject to the supervision of an EEA  Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of  an institution described in clause (a) of this definition, or (c) any financial institution established  in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b)  of this definition and is subject to consolidated supervision with its parent.    “EEA Member Country” means any of the member states of the European Union,  Iceland, Liechtenstein, and Norway.    “EEA Resolution Authority” means any public administrative authority or any Person  entrusted with public administrative authority of any EEA Member Country (including any  delegee) having responsibility for the resolution of any EEA Financial Institution.  





 






NAI- 1523617476v522    “Electronic Signature” means any electronic symbol or process attached to, or associated  with, any contract or other record and adopted by a person with the intent to sign, authenticate or  accept such contract or record.    “Embargoed Person” means (a) any country or territory that is the target of a sanctions  program administered by OFAC or (b) any Person that (i) is or is owned or controlled by a  Person publicly identified on the most current list of “Specially Designated Nationals and  Blocked Persons” published by OFAC, (ii) is the target of a sanctions program or sanctions list  (A) administered by OFAC, the European Union or Her Majesty’s Treasury, or (B) under the  International Emergency Economic Powers Act, the Trading with the Enemy Act, the Iran  Sanctions Act, the Comprehensive Iran Sanctions, Accountability and Divestment Act, and the  Iran Threat Reduction and Syria Human Rights Act, each as amended, section 1245 of the  National Defense Authorization Act for Fiscal Year 2012 or any Executive Order promulgated  pursuant to any of the foregoing (collectively (A) and (B) referred to as “Sanctions”) or (iii)  resides, is organized or chartered, or has a place of business in a country or territory that is the  subject of a Sanctions program administered by OFAC that prohibits dealing with the  government of such country or territory (unless, in the case of clauses (i), (ii), or (iii), such  Person has an appropriate license to transact business in such country or territory or otherwise is  permitted to reside, be organized or chartered or maintain a place of business in such country or  territory without violating any Sanctions).    “Environmental Action” means any action, suit, demand, demand letter, claim, notice of  noncompliance or violation, notice of liability or potential liability, investigation, proceeding,  consent order or consent agreement relating in any way to any Environmental Law,  Environmental Permit or Hazardous Materials or arising from alleged injury or threat of injury to  health, safety or the environment, including, without limitation, (a) by any governmental or  regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or  damages and (b) by any governmental or regulatory authority or any third party for damages,  contribution, indemnification, cost recovery, compensation or injunctive relief.    “Environmental Law” means any federal, state, local or foreign statute, law, ordinance,  rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or  guidance relating to pollution or protection of the environment, health, safety or natural  resources, including, without limitation, those relating to the use, handling, transportation,  treatment, storage, disposal, release or discharge of Hazardous Materials.    “Environmental Permit” means any permit, approval, identification number, license or  other authorization required under any Environmental Law.    “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.    “ERISA” means the Employee Retirement Income Security Act of 1974, as amended  from time to time, and the regulations promulgated and rulings issued thereunder.  





 






NAI- 1523617476v523    “ERISA Affiliate” means any trade or business (whether or not incorporated) that is a  member of the Reporting Entity’s controlled group, or under common control with such  Reporting Entity, within the meaning of Section 414 of the Internal Revenue Code.    “ERISA Event” means:    (a) (i) the occurrence of a reportable event, within the meaning of Section  4043 of ERISA, with respect to any Plan unless the 30-day notice requirement with  respect to such event has been waived by the PBGC, or (ii) the requirements of  subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such  Section) are being met with a contributing sponsor, as defined in Section 4001(a)(13) of  ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of  Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan  within the following 30 days;    (b) the application for a minimum funding waiver with respect to a Plan;    (c) the provision by the administrator of any Plan of a notice of intent to  terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice  with respect to a plan amendment referred to in Section 4041(e) of ERISA);    (d) the cessation of operations at a facility of the Reporting Entity or any  ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA;    (e) the withdrawal by the Reporting Entity or any ERISA Affiliate from a  Multiple Employer Plan during a plan year for which it was a substantial employer, as  defined in Section 4001(a)(2) of ERISA;    (f) the conditions for the imposition of a lien under Section 303(k) of ERISA  shall have been met with respect to any Plan; or    (g) the institution by the PBGC of proceedings to terminate a Plan pursuant to  Section 4042 of ERISA, or the occurrence of any event or condition described in Section  4042 of ERISA that could constitute grounds for the termination of, or the appointment  of a trustee to administer, a Plan.    “ESTR” means, with respect to any Business Day, a rate per annum equal to the Euro  Short Term Rate for such Business Day published by the ESTR Administrator on the ESTR  Administrator’s Website.    “ESTR Administrator” means the European Central Bank (or any successor administrator  of the Euro Short Term Rate).    “ESTR Administrator’s Website” means the European Central Bank’s website, currently  at http://www.ecb.europa.eu, or any successor source for the Euro Short Term Rate identified as  such by the ESTR Administrator from time to time.  





 






NAI- 1523617476v524    “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published  by the Loan Market Association (or any successor Person), as in effect from time to time.    “EURIBOR Rate” means, with respect to any Eurocurrency Rate Advances 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.    “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 on page EURIBOR01 of the Reuters screen (or any  replacement 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 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 Reporting Entity. If the  EURIBOR Screen Rate shall be less than zero, the EURIBOR Screen Rate shall be deemed to be  zero for purposes of this Agreement.  “Euro” or “€” means the single currency of the Participating Member States.  “Eurocurrency Base Rate” has the meaning specified in the definition of “Eurocurrency  Rate” and if the Eurocurrency Base Rate shall be less than zero, then the Eurocurrency Base Rate  shall be deemed zero for purposes of this Agreement.    “Eurocurrency Rate” means, with respect to any Eurocurrency Rate Advance for any  Interest Period, or a Base Rate Advance the interest rate on which is determined by reference to  the Eurocurrency Rate component of the Base Rate, an interest rate per annum equal to (a) the  Eurocurrency Base Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate,  where,    “Eurocurrency Base Rate” means with respect to any Eurocurrency Rate Advance for any  Interest Period, (i) to the extent denominated in a currency other than a currency set forth in  clauses (ii) through (vi) below (and, for the avoidance of doubt, not including Advances  denominated in Sterling or Swiss Francs), the LIBO Rate for such currency, (ii) to the extent  denominated in Euro, the EURIBOR Screen Rate, (iii) to the extent denominated in Australian  Dollars, the AUD Screen Rate, (iv) to the extent denominated in Swedish Kronor, the STIBOR  Screen Rate, (v) to the extent denominated in Canadian Dollars, the CDOR Screen Rate and (vi)  to the extent denominated in Japanese Yen, the TIBOR Screen Rate, or in each case such other  rate 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 such  rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this  Agreement; provided, further, that, if the Relevant Screen Rate shall not be available at such  time for such Interest Period (an “Impacted Interest Period”) with respect to the applicable  currency, then the Eurocurrency Base Rate shall be the Interpolated Rate at such time; provided,  further, that if the Interpolated Rate shall be less than zero, such rate shall be deemed to be zero  for the purposes of this Agreement; provided, further, that if the Interpolated Rate shall not be  available at such time for such Interest Period with respect to the applicable currency, then the  Eurocurrency Base Rate shall be subject to Section 2.10(b). “Interpolated Rate” means, at any  





 






NAI- 1523617476v525    time, with respect to any Eurocurrency Rate Advances denominated in any Agreed Currency and  for any Interest Period, the rate per annum determined by the Administrative Agent (which  determination shall be conclusive and binding absent demonstrable error) to be equal to the rate  that results from interpolating on a linear basis between: (a) the Relevant Screen Rate for the  longest period (for which that Relevant Screen Rate is available in the applicable currency) that  is shorter than the Impacted Interest Period and (b) the Relevant Screen Rate for the shortest  period (for which that Relevant Screen Rate is available for the applicable currency) that exceeds  the Impacted Interest Period, in each case, at such time.      “Eurocurrency Rate” means, with respect to any Eurocurrency Rate Advance for any  Interest Period, or a Base Rate Advance the interest rate on which is determined by reference to  the Eurocurrency Rate component of the Base Rate, an interest rate per annum equal to (a) the  Eurocurrency Base Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.    “Eurocurrency Rate Advance” means an Advance denominated in Dollars or an  Alternative Currency that bears interest as provided in Section 2.09(a)(ii).    “Events of Default” has the meaning specified in Section 6.01.  “Excluded Taxes” has the meaning specified in Section 2.16(a).  “Existing Letters of Credit” means the Letters of Credit listed on Schedule IV.  “Existing Revolving Credit Agreement” has the meaning set forth in the recitals hereto.  “Existing Revolving Credit Agreement Borrowers” has the meaning set forth in the  recitals hereto.    “Existing STERIS Notes” means (x) STERIS Corporation’s (i) (A) 3.20% Senior Notes,  Series A-1A, due December 4, 2022 in principal amount of $45,500,000, (B) 3.20% Senior  Notes, Series A-1B, due December 4, 2022 in principal amount of $45,500,000, (C) 3.35%  Senior Notes, Series A-2A, due December 4, 2024 in principal amount of $40,000,000,  (D) 3.35% Senior Notes, Series A-2B, due December 4, 2024 in principal amount of  $40,000,000, (E) 3.55% Senior Notes, Series A-3A, due December 4, 2027 in principal amount  of $12,500,000 and (F) 3.55% Senior Notes, Series A-3B, due December 4, 2027 in principal  amount of $12,500,000 issued under those certain Note Purchase Agreements, each dated as of  December 4, 2012, as amended, restated, amended and restated, supplemented or otherwise  modified, by and among STERIS Corporation and the purchasers named therein; and (ii) (A)  3.45% Senior Notes, Series A-1, due May 14, 2025 in principal amount of $125,000,000, (B)  3.55% Senior Notes, Series A-2, due May 14, 2027 in principal amount of $125,000,000 and (C)  3.70% Senior Notes, Series A-3, due May 14, 2030 in principal amount of $100,000,000 issued  under that certain Note Purchase Agreement, dated as of May 15, 2015, as amended, restated,  amended and restated, supplemented or otherwise modified, by and among STERIS Corporation  and the purchasers named therein and (y) STERIS Limited’s (A) 3.93% Senior Notes, Series A-  1, due February 27, 2027 in principal amount of $50,000,000, (B) 1.86% Senior Notes, Series A-  2, due February 27, 2027 in principal amount of €60,000,000, (C) 4.03% Senior Notes, Series A-  3, due February 27, 2029 in principal amount of $45,000,000, (D) 2.04% Senior Notes, Series A-  4, due February 27, 2029 in principal amount of €20,000,000, (E) 3.04% Senior Notes, Series A-  





 






NAI- 1523617476v526    5, due February 27, 2029 in principal amount of £45,000,000, (F) 2.30% Senior Notes, Series A-  6, due February 27, 2032 in principal amount of €19,000,000 and (G) 3.17% Senior Notes, Series  A-7, due February 27, 2032 in principal amount of £30,000,000 issued under that certain Note  Purchase Agreement, dated as of January 23, 2017, as amended, restated, amended and restated,  supplemented or otherwise modified, by and among STERIS Limited and the purchasers named  therein.    “Facility Fees” has the meaning set forth in Section 2.06(a).    “FATCA” means Sections 1471 through 1474 of the Internal Revenue 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 agreements entered into pursuant to Section 1471(b)(1) of the  Internal Revenue Code and any intergovernmental agreements between the United States and any  other jurisdiction entered into in connection with the foregoing (including any treaty, law,  regulation or other official guidance adopted pursuant to any such intergovernmental agreement).    “FATCA Deduction” means a deduction or withholding from a payment under a Loan  Document required by FATCA.    “FCA” has the meaning specified in Section 1.08.    “FCPA” means the United States Foreign Corrupt Practices Act of 1977.    “Federal Funds Rate” means, for any day, the rate calculated by the NYFRB based on  such day’s federal funds transactions by depository institutions (as determined in such manner as  the NYFRB shall set forth on its public website from time to time) and published on the next  succeeding Business Day by the NYFRB as the federal funds effective rate; provided that if the  Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for the purposes  of this Agreement.    “Fee Letter” means the fee letter dated as of January 12, 2021, between STERIS plc and  JPMorgan Chase Bank, N.A. concerning fees to be paid in connection with this Agreement and  related matters.    “Finance Party” means the Administrative Agent, a Syndication Agent, a Co-  Documentation Agent, a Senior Managing Agent, a Joint Lead Arranger, an Issuing Bank or a  Lender.    “Fitch” means Fitch Ratings Inc.      “Foreign Subsidiary” means any Subsidiary that is organized under the laws of any  jurisdiction other than the United States, any State thereof or the District of Columbia, and any  direct or indirect Subsidiary thereof.    “GAAP” has the meaning specified in Section 1.03.  





 






NAI- 1523617476v527    “Governmental Authority” means any nation or government, any state or other political  subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative  tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory  or administrative powers or functions of or pertaining to government.    “Guaranteed Obligations” has the meaning specified in Section 8.01.    “Guarantor” means each member of the Consolidated Group that guarantees the  Guaranteed Obligations by becoming a party hereto, including by way of executing a joinder  hereto substantially in the form of Exhibit E hereto or any other form agreed by the  Administrative Agent, and that has not ceased to be a Guarantor pursuant to the release  provisions of Section 8.08(a), Section 8.08(b) or Section 8.08(c) or otherwise terminated  pursuant to the provisions hereof; provided, however, that notwithstanding anything to the  contrary in the Loan Documents, (i) no Foreign Subsidiary of STERIS Corporation shall be  required to be a Guarantor and (ii) no Select Group Company shall be required to be a Guarantor;  provided, further, that no Guarantor that is also a Borrower shall guarantee its own obligations.    “Guaranty” has the meaning specified in Section 8.01.    “Guaranty Termination Date” has the meaning specified in the definition of “Guaranty  Trigger Period”.    “Guaranty Trigger Date” has the meaning specified in the definition of “Guaranty Trigger  Period”.    “Guaranty Trigger Event” means at any time after the Closing Date, the Reporting Entity  does not maintain at least two of the following Debt Ratings: Baa3 or higher by Moody’s, BBB-  or higher by S&P and BBB- or higher by Fitch.    “Guaranty Trigger Period” means the period commencing upon the occurrence of a  Guaranty Trigger Event (such date, the “Guaranty Trigger Date”) and continuing until such time  that the Reporting Entity first receives at least two of the following Debt Ratings after the  Guaranty Trigger Date: Baa3 or higher by Moody’s, BBB- or higher by S&P and BBB- or higher  by Fitch (such date, the “Guaranty Termination Date”).    “Hazardous Materials” means (a) petroleum and petroleum products, byproducts or  breakdown products, radioactive materials, asbestos-containing materials, polychlorinated  biphenyls and radon gas and (b) any other chemicals, materials or substances designated,  classified or regulated as “hazardous” or “toxic” or as a “pollutant” or “contaminant” under any  Environmental Law.    “Hedge Agreements” means interest rate swap, cap or collar agreements, interest rate  future or option contracts, currency swap agreements, currency future or option contracts,  forward contracts and other similar agreements.    “HMRC DT Treaty Passport scheme” means the Board of H.M. Revenue and Customs  Double Taxation Treaty Passport scheme.  





 






NAI- 1523617476v528    “IFRS” means the International Financial Reporting Standards, as promulgated by the  International Accounting Standards Board (or any successor board or agency), as in effect on the  date of the election, if any, by the Borrowers to change GAAP to IFRS.    “Impacted Interest Period” has the meaning specified in the definition of “Eurocurrency  Rate”.   “Indemnified Party” has the meaning specified in Section 9.04(b).    “Index Debt” means senior, unsecured, long-term indebtedness for borrowed money of  the Reporting Entity that is not guaranteed by any other Person or subject to any other credit  enhancement.    “Information” has the meaning specified in Section 9.08.    “Interest Period” means as to each Eurocurrency Rate Advance, the period commencing  on the date such Eurocurrency Rate Advance is disbursed or Converted to or continued as a  Eurocurrency Rate Advance and ending on the date one week or one, two, three or, other than for  Loans denominated in Canadian Dollars, six months thereafter (in each case, subject to  availability), as selected by a Borrower in its Notice of Borrowing (or notice of Conversion or  continuation, as applicable), or such other period that is twelve months or less requested by the  applicable Borrower and consented to by all the Lenders; provided that:    (a) any Interest Period that would otherwise end on a day that is not a  Business Day shall be extended to the next succeeding Business Day unless, in the case  of a Eurocurrency Rate Advance, such Business Day falls in another calendar month, in  which case such Interest Period shall end on the next preceding Business Day;    (b) any Interest Period pertaining to a Eurocurrency Rate Advance that begins  on the last Business Day of a calendar month (or on a day for which there is no  numerically corresponding day in the calendar month at the end of such Interest Period)  shall end on the last Business Day of the calendar month at the end of such Interest  Period; and    (c) no Interest Period shall extend beyond the Maturity Date.    “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from  time to time, and the regulations promulgated and the rulings issued thereunder.  “Interpolated Rate” has the meaning specified in the definition of “Eurocurrency Rate”.  “Irish Qualifying Jurisdiction” means (a) a member state of the European Communities  other than Ireland; (b) a jurisdiction with which Ireland has entered into an Irish Tax Treaty that  has the force of law; or (c) a jurisdiction with which Ireland has entered into an Irish Tax Treaty  where that treaty will (on completion of necessary procedures) have the force of law.  





 






NAI- 1523617476v529    “Irish Qualifying Lender” means, in respect of a Borrower who is resident in Ireland, a  Lender which is beneficially entitled to interest payable to that Lender in respect of an advance  under a Loan Document and is:    (a) a bank within the meaning of Section 246(1) TCA which is carrying on a bona  fide banking business in Ireland (for the purposes of section 246(3) TCA);    (b) a body corporate:  (i) which, by virtue of the law of an Irish Qualifying Jurisdiction, is  resident in the Irish Qualifying Jurisdiction for the purposes of tax and (I) that  jurisdiction imposes a tax that generally applies to interest receivable in that  jurisdiction by companies from sources outside that jurisdiction, or (II) where that  Irish Qualifying Jurisdiction provides for a remittance basis of taxation and  imposes a tax that applies only to interest payments from sources outside that Irish  Qualifying Jurisdiction that have been received in that Irish Qualifying  Jurisdiction and interest payable under a Loan Document is payable into an  account located in that Irish Qualifying Jurisdiction; or  (ii) which is a US corporation which is incorporated in the United States  and is taxed in the United States on its worldwide income; or  (iii) which is a US limited liability company where (I) the ultimate  recipients of the interest would themselves be Irish Qualifying Lenders under sub-  paragraphs (i), (ii) or (iv) of this paragraph (b), and (II) business is conducted  through the US limited liability company for market reasons and not for tax  avoidance purposes; or  (iv) where the interest payable to the Lender (I) is exempted from the  charge to Irish income tax under an Irish Tax Treaty in force on the date the  interest is paid; or (II) would be exempted from the charge to Irish income tax if  an Irish Tax Treaty which has been signed but is not yet in force had the force of  law on the date the interest is paid,    except where, in respect of each of sub-paragraphs (i) to (iv), interest  payable to that Lender in respect of an advance under any Loan Document is paid  in connection with a trade or business which is carried on in Ireland by that  Lender through a branch or agency;    (c) a body corporate which advances money in the ordinary course of a trade which  includes the lending of money where the interest on the advance under any Loan  Document is taken into account in computing the trading income of such body  corporate and such body corporate has complied with the notification  requirements under section 246(5) TCA;    (d) a qualifying company (within the meaning of section 110 TCA);    (e) an investment undertaking (within the meaning of section 739B TCA);  (f) an exempt approved scheme within the meaning of section 774 TCA; or  (g) an Irish Treaty Lender.  





 






NAI- 1523617476v530    “Irish Tax Treaty” means a double taxation treaty into which Ireland has entered which  contains an article dealing with interest or income from debt claims.    “Irish Treaty Lender” means a Lender which is on the date any relevant payment is made  entitled under an Irish Tax Treaty in force on that date (subject to the completion of any  procedural formalities) to that payment without any Tax Deduction and where such procedural  formalities include obtaining an authorization from the Irish Revenue Commissioners to enable  the payment to be made without any Tax Deduction has obtained such an authorization which  has been provided to the relevant Loan Party prior to any payment of interest to that Lender.  “ISDA Definitions” means the 2006 ISDA Definitions published by the International  Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented  from time to time, or any successor definitional booklet for interest rate derivatives published  from time to time by the International Swaps and Derivatives Association, Inc. or such successor  thereto.    “Issuing Bank” means each of JPMorgan Chase Bank, N.A., Bank of America, N.A.,  Citibank, N.A. and PNC Bank, National Association, each Lender that is the issuer of any  Existing Letter of Credit (for so long as such Existing Letters of Credit remain outstanding) and  such other Lender or Lenders as the Borrowers may designate from time to time in accordance  with Section 2.04(k), in their respective capacities as the issuers of Letters of Credit hereunder,  and their successors in such capacity as provided in Section 2.04(i). An Issuing Bank may, in its  discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing  Bank or another Lender, in which case the term “Issuing Bank” shall include any such Affiliate  or other Lender with respect to Letters of Credit issued by such Affiliate or other Lender, as  applicable; the term “the Issuing Bank” as used in this Agreement shall mean the applicable  Issuing Bank with respect to the applicable Letter of Credit.    “ITA” means the Income Tax Act 2007.    “Japanese Yen” or the “¥” sign means the lawful currency of Japan.    “Joint Lead Arrangers” means JPMorgan Chase Bank, N.A., BofA Securities, Inc.,  Citibank, N.A. and PNC Bank, National Association.    “Judgment Currency” has the meaning set forth in Section 9.16.    “Laws” means, collectively, all international, foreign, federal, state, provincial, municipal  and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or  judicial precedents or authorities, including the interpretation or administration thereof by any  Governmental Authority charged with the enforcement, interpretation or administration thereof,  and all applicable administrative orders, directed duties, requests, licenses, authorizations and  permits of, and agreements with, any Governmental Authority, in each case whether or not  having the force of law.    “LC Commitment” means $150,000,000. The sub-commitment of the LC Commitment  of each Issuing Bank at any time is equal to the LC Commitment divided by the then number of  Issuing Banks (provided that, notwithstanding the foregoing, for any period of time during which  there are fewer than five Issuing Banks, the sub-commitment of the LC Commitment of each  





 






NAI- 1523617476v531    Issuing Bank will not exceed $31,250,000, unless such Issuing Bank and the Borrowers shall  otherwise agree). If any Borrower withdraws any Lender’s designation as an Issuing Bank in  accordance with Section 2.04(k), the sub-commitment obligations of the remaining Issuing  Banks at any time shall be calculated after subtracting the amount of the outstanding Letters of  Credit issued by such Lender whose designation as an Issuing Bank has been withdrawn from the  LC Commitment; provided, for the avoidance of doubt, that in no event shall the sub-  commitment of any Issuing Bank exceed $31,250,000, unless such Issuing Bank and the  Borrowers shall otherwise agree.    “LC Disbursement” means a payment made by the 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 Adjusted Percentage of the total LC  Exposure at such time.    “Lender Parties” has the meaning specified in Section 8.01.    “Lenders” means, collectively, each bank, financial institution and other institutional  lender party hereto that the holds a Commitment, Advance or any Revolving Credit Exposure,  including each assignee that shall become a party hereto pursuant to Section 9.07.    “Letter of Credit” means any letter of credit issued pursuant to this Agreement (including  for the avoidance of doubt, any Existing Letter of Credit).    “LIBO Rate” means, with respect to any Eurocurrency Rate Advances denominated in  any Agreed Currency (other than Euros, Canadian Dollars, Australian Dollars, Swedish Kronor  and Japanese Yen and, for the avoidance of doubt, not including Sterling and Swiss Francs) and  for any Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London time, two  Business Days prior to (or in the case of Sterling, on the Business Day of) the commencement of  such Interest Period.    “LIBO Screen Rate” means, for any day and time, with respect to any Eurocurrency Rate  Advance denominated in any Agreed Currency (other than Euros, Canadian Dollars, Australian  Dollars, Swedish Kronor and Japanese Yen and, for the avoidance of doubt, not including  Sterling and Swiss Francs) 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 such Agreed Currency 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 be zero for  the purposes of this Agreement.  





 






NAI- 1523617476v532    “LIBOR” has the meaning specified in Section 1.08.    “Lien” means any lien, security interest or other charge or encumbrance of any kind, or  any other type of preferential arrangement, including, without limitation, the lien or retained  security title of a conditional vendor and any easement, right of way or other encumbrance on  title to real property.    “Loan Documents” means this Agreement, the Fee Letter and any amendments or notes  entered into in connection herewith.    “Loan Party” means each of the Borrowers and the Guarantors.    “Local Time” means, (a) with respect to any extensions of credit hereunder denominated  in Dollars, New York City time, and (b) with respect to any extensions of credit hereunder  denominated in Alternative Currencies (other than Canadian Dollars), London time (or any such  other local time as the Administrative Agent and the Reporting Entity agree and of which the  Lenders are notified) and (c) with respect to any extensions of credit hereunder denominated in  Canadian Dollars, Toronto, Ontario time.    “Losses” has the meaning specified in Section 9.04(b).  “Margin Stock” has the meaning provided in Regulation U.  “Material Acquisition” means any transaction, or any series of related transactions,  consummated on or after November 18, 2020, by which the Reporting Entity or any of its  Subsidiaries, directly or indirectly, (i) acquires (in one transaction or a series of transactions) any  going business (including any line of business or business unit) or all or substantially all of the  assets of any firm, partnership, joint venture, corporation (including a business trust), joint stock  company, trust, unincorporated association, limited liability company, or division thereof or  other entity, whether through purchase of assets, merger or otherwise or (ii) acquires (in one  transaction or a series of transactions) at least a majority of the voting power of all Voting Stock  of a Person (on a fully diluted basis), if the aggregate amount of Debt incurred by one or more of  the Reporting Entity and its Subsidiaries to finance the purchase price of, or other consideration  for, and/or assumed by one or more of them in connection with, such acquisition is at least  $150,000,000.    “Material Adverse Change” means any material adverse change in the financial  condition or results of operations of the Reporting Entity and its Subsidiaries taken as a whole.    “Material Adverse Effect” means a material adverse effect on (a) the financial condition  or results of operations of the Reporting Entity and its Subsidiaries, taken as a whole, (b) the  rights and remedies of the Administrative Agent or any Lender under this Agreement, taken as a  whole, or (c) the ability of the Borrowers and the Guarantors, taken as a whole, to perform their  payment obligations under this Agreement.    “Material Indebtedness” means Debt, excluding any Debt incurred under the Loan  Documents, in excess of the greater of (a) $150,000,000 and (b) 3% of Consolidated Total  Assets.  





 






NAI- 1523617476v533    “Material Subsidiary” means a Subsidiary that has total assets (on a Consolidated basis  with its Subsidiaries) of $250,000,000 or more.    “Maturity Date” means the Revolving Maturity Date.  “Moody’s” means Moody’s Investors Service, Inc. (or any successor thereof).  “Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of  ERISA, (a) to which the Reporting Entity or any ERISA Affiliate is making or accruing an  obligation to make contributions, or has within any of the preceding five plan years made or  accrued an obligation to make contributions and (b) that is covered by Title IV of ERISA or  subject to the minimum funding standards under Section 412 of the Internal Revenue Code.    “Multiple Employer Plan” means a single employer plan, as defined in Section  4001(a)(15) of ERISA, that (a) (i) is maintained for employees of the Reporting Entity or any  ERISA Affiliate and at least one Person other than the Reporting Entity and the ERISA Affiliates  or (ii) was so maintained and in respect of which the Reporting Entity or any ERISA Affiliate  could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or  were to be terminated and (b) is covered by Title IV of ERISA or subject to the minimum  funding standards under Section 412 of the Internal Revenue Code.    “New Lender” means any Lender that shall become a party hereto pursuant to Section  9.07.    “New PubCo” has the meaning specified in Section 6.01(g).    “Non-Consenting Lender” has the meaning specified in Section 9.01(b).    “Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting Lender.  “Non-US Lender” has the meaning specified in Section 2.16(f)(ii).  “Notice of Borrowing” has the meaning specified in Section 2.02(a).    “NPL” means  the National Priorities List under the Comprehensive Environmental  Response, Compensation and Liability Act of 1980, as amended from time to time.  “NYFRB” means the Federal Reserve Bank of New York.  “NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or  any successor source.    “NYFRB Rate” means, for any day, the greater of (a) the Federal Funds 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  





 






NAI- 1523617476v534    any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for  purposes of this Agreement.  “OFAC” means the U.S. Treasury Department’s Office of Foreign Assets Control.  “Other Agreed Currency” means Canadian Dollars, Australian Dollars and Swedish  Kronor.    “Other Connection Taxes” means, with respect to any Lender, Taxes imposed as a result  of a present or former connection between such Lender and the jurisdiction imposing such Tax  (other than connections arising from such Lender’s 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 required pursuant to, or enforced, any Loan  Document or sold or assigned an interest in any Loan Document).    “Other Taxes” has the meaning specified in Section 2.16(b).    “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  its public website from time to time, and published on the next succeeding Business Day by the  NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall  commence to publish such composite rate).    “Participant Register” has the meaning specified in Section 9.07(h).    “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.    “Patriot Act” means the Uniting and Strengthening America by Providing Appropriate  Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law  October 26, 2001.    “Payment” has the meaning assigned to it in Section 7.07(b)(i).  “Payment Notice” has the meaning assigned to it in Section 7.07(b)(ii).  “PBGC” means the Pension Benefit Guaranty Corporation (or any successor thereto).    “Pending Transaction” has the meaning set forth in the definition of “Consolidated Total  Debt”.    “Pending Transaction Effective Date” has the meaning set forth in the definition of  “Consolidated Total Debt”.    “Permitted Encumbrances” means:  





 






NAI- 1523617476v535    (a) judgment liens in respect of judgments that do not constitute an Event of  Default under Section 6.01(f);    (b) statutory and contractual Liens in favor of a landlord on real property  leased or subleased by or to any member of the Consolidated Group; provided that, if the  lease or sublease is to a member of the Consolidated Group, such member is current with  respect to payment of all rent and other amounts due to the lessor or sublessor under any  lease or sublease of such real property, except where the failure to be current in payment  would not, individually or in the aggregate, be reasonably likely to result in a Material  Adverse Effect;    (c) banker’s liens, rights of setoff or similar rights and remedies as to deposit  accounts or other funds maintained with depository institutions and securities accounts  and other financial assets maintained with a securities intermediary; provided that such  deposit accounts or funds and securities accounts or other financial assets are not  established or deposited for the purpose of providing collateral for any Debt and are not  subject to restrictions on access by any member of the Consolidated Group in excess of  those required by applicable banking regulations;    (d) Liens arising by virtue of Uniform Commercial Code financing statement  filings (or similar filings under applicable law) regarding operating leases entered into by  any member of the Consolidated Group in the ordinary course of business;    (e) 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;    (f) Liens solely on any cash earnest money deposits made by any member of  the Consolidated Group in connection with any letter of intent or purchase agreement  relating to an acquisition;    (g) Liens arising out of conditional sale, title retention, consignment or similar  arrangements for sale of goods entered into by any member of the Consolidated Group in  the ordinary course of business and permitted by this Agreement;    (h) options, put and call arrangements, rights of first refusal and similar rights  relating to investments in joint ventures, partnerships and the like; and    (i) Liens securing obligations in respect of letters of credit, bank guarantees,  warehouse receipts or similar instruments issued to support performance obligations  (other than obligations in respect of Debt) and trade-related letters of credit, in each case,  outstanding on the Closing Date or issued thereafter in and covering the goods (or the  documents of title in respect of such goods) financed by such letters of credit, banker’s  acceptances or bank guarantees and the proceeds and products thereof.  “Permitted Receivables Facility” means an accounts receivable facility established by  the Receivables Subsidiary and one or more of the Reporting Entity or its Subsidiaries, whereby  the Reporting Entity or its Subsidiaries shall have sold or transferred the accounts receivables of  the Reporting Entity or its Subsidiaries to the Receivables Subsidiary which in turn transfers to a  buyer, purchaser or lender undivided fractional interests in such accounts receivable, so long as  





 






NAI- 1523617476v536    (a) no portion of the Debt or any other obligation (contingent or otherwise) under such Permitted  Receivables Facility shall be guaranteed by any member of the Consolidated Group (other than  the Receivables Subsidiary), (b) there shall be no recourse or obligation to any member of the  Consolidated Group (other than the Receivables Subsidiary) whatsoever other than pursuant to  representations, warranties, covenants and indemnities entered into in the ordinary course of  business in connection with such Permitted Receivables Facility that in the reasonable opinion of  Borrowers are customary for securitization transactions, and (c) no member of the Consolidated  Group (other than the Receivables Subsidiary) shall have provided, either directly or indirectly,  any other credit support of any kind in connection with such Permitted Receivables Facility,  other than as set forth in clause (b) of this definition.    “Person” means an individual, partnership, corporation (including a business trust), joint  stock company, trust, unincorporated association, joint venture, limited liability company or  other entity, or a government or any political subdivision or agency thereof.    “Plan” means a Single Employer Plan or a Multiple Employer Plan.    “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.    “Platform” has the meaning specified in Section 5.01.    “Primary Disqualified Institution” has the meaning specified in the definition of  “Disqualified Lenders”.    “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.    “Qualifying Lender” means:    (i) in respect of a Borrower who is resident in the United Kingdom, a Lender  which is beneficially entitled to interest payable to that Lender in respect of an advance under a  Loan Document and is:    (1) a Lender:    (a) which is a bank (as defined for the purpose of section 879  of the ITA) making an advance under a Loan Document and is within the  charge to United Kingdom corporation tax as respects any payments of  interest made in respect of that advance or would be within such charge as  respects such payments apart from section 18A of the CTA; or    (b) in respect of an advance made under a Loan Document by a  person that was a bank (as defined for the purpose of section 879 of the  ITA) at the time that that advance was made and within the charge to  United Kingdom corporation tax as respects any payments of interest  made in respect of that advance; or    (2) a Lender which is:  





 






NAI- 1523617476v537      (a) a company resident in the United Kingdom for United  Kingdom tax purposes;    (b) a partnership each member of which is:    (i) a company so resident in the United Kingdom; or    (ii) a company not so resident in the United Kingdom  which carries on a trade in the United Kingdom through a  permanent establishment and which brings into account in  computing its chargeable profits (within the meaning of section 19  of the CTA) the whole of any share of interest payable in respect of  that advance that falls to it by reason of Part 17 of the CTA;    (c) a company not so resident in the United Kingdom which carries  on a trade in the United Kingdom through a permanent establishment and  which brings into account interest payable in respect of that advance in  computing the chargeable profits (within the meaning of section 19 of the  CTA) of that company; or    (3) a Treaty Lender.  “Receivables Related Assets” means, collectively, accounts receivable, instruments,  chattel paper, obligations, general intangibles and other similar assets, in each case relating to  receivables subject to the Permitted Receivables Facility, including interests in merchandise or  goods, the sale or lease of which gave rise to such receivables, related contractual rights,  guaranties, insurance proceeds, collections and proceeds of all of the foregoing.    “Receivables Subsidiary” means a wholly-owned Subsidiary of the Reporting Entity  that has been established as a “bankruptcy remote” Subsidiary for the sole purpose of  acquiring accounts receivable under the Permitted Receivables Facility and that shall not engage  in any activities other than in connection with the Permitted Receivables Facility.    “Recipient” has the meaning specified in Section 2.22(b).    “Reference Time” with respect to any setting of the then-current Benchmark means (1) if  such Benchmark is the LIBO Rate, 11:00 a.m. (London time) on the day that is two London  banking days preceding the date of such setting, (2) if such Benchmark is the EURIBOR Rate,  11:00 a.m. Brussels time two TARGET Days preceding the date of such setting, (3) if such  Benchmark is the TIBOR Rate, 11:00 a.m. Japan time two Business Days preceding the date of  such setting, and (4) if the RFR for such Benchmark is SONIA, then four Business Days prior to  such setting, (5) if the RFR for such Benchmark is SARON, then five Business Days prior to  such setting or (6) if such Benchmark is none of the LIBO Rate, the EURIBOR Rate or, the  TIBOR Rate, SONIA or SARON, the time determined by the Administrative Agent in its  reasonable discretion with notice to the Borrowers.  





 






NAI- 1523617476v538    “Refunded Swingline Loans” has the meaning specified in Section 2.03(c).  “Register” has the meaning specified in Section 9.07(g).  “Related Parties” means, with respect to any Person, such Person’s Affiliates and the  partners, directors, officers, employees, agents, trustees and advisors of such Person and of such  Person’s Affiliates.    “Relevant Governmental Body” means (i) with respect to a Benchmark Replacement in  respect of Advances denominated in Dollars, the Federal Reserve Board and/or the NYFRB, or a  committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or,  in each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of  Advances denominated in Sterling, the Bank of England, or a committee officially endorsed or  convened by the Bank of England or, in each case, any successor thereto, (iii) with respect to a  Benchmark Replacement in respect of Advances denominated in Euros, the European Central  Bank, or a committee officially endorsed or convened by the European Central Bank or, in each  case, any successor thereto, (iv) with respect to a Benchmark Replacement in respect of  Advances denominated in Swiss Francs, the Swiss National Bank, or a committee officially  endorsed or convened by the Swiss National Bank or, in each case, any successor thereto, (v)  with respect to a Benchmark Replacement in respect of Advances denominated in Japanese Yen,  the Bank of Japan, or a committee officially endorsed or convened by the Bank of Japan or, in  each case, any successor thereto, and (vi) with respect to a Benchmark Replacement in respect of  Loans denominated in any Other Agreed Currency, (a) the central bank for the currency in which  such Benchmark Replacement is denominated or any central bank or other supervisor which is  responsible for supervising either (1) such Benchmark Replacement or (2) the administrator of  such Benchmark Replacement or (b) any working group or committee officially endorsed or  convened by (1) the central bank for the currency in which such Benchmark Replacement is  denominated, (2) any central bank or other supervisor that is responsible for supervising either  (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3)  a group of those central banks or other supervisors or (4) the Financial Stability Board or any  part thereof.    “Relevant Party” has the meaning specified in Section 2.22(b).    “Relevant Rate” means (i) with respect to any Eurocurrency Rate Advance denominated  in an Agreed Currency (other than Euros, Canadian Dollars, Australian Dollars, Swedish Kronor  and Japanese Yen), the LIBO Rate or, (ii) with respect to any Advances denominated in Sterling  or Swiss Francs, the applicable Adjusted Daily Simple RFR or (iii) otherwise, the Relevant  Screen Rate, as applicable.    “Relevant Screen Rate” means the LIBO Screen Rate, the EURIBOR Screen Rate, the  AUD Screen Rate, the STIBOR Screen Rate, the CDOR Screen Rate, the TIBOR Screen Rate or  such other applicable rate on the appropriate page of such information service that publishes  such rate from time to time as selected by the Administrative Agent in its reasonable discretion,  as applicable.    “Removal Effective Date” has the meaning specified in Section 7.06(b).  





 






NAI- 1523617476v539    “Reporting Entity” means STERIS plc, provided that in the event a New PubCo is  established in a transaction that does not constitute a Default under Section 6.01(g), such New  PubCo shall become the Reporting Entity for any period beginning on, and at any time after,  consummation of such transaction.    “Required Financial Statements” means (a) audited consolidated balance sheets and  related statements of income, comprehensive income, shareholders’ equity and cash flows of  STERIS plc and its Subsidiaries for the fiscal years ended March 31, 2019 and 2020, and (b)  unaudited consolidated balance sheets and related statements of income, comprehensive income,  shareholders’ equity and cash flows for STERIS plc and its Subsidiaries for the fiscal quarters  ended June 30, September 30 and December 31, 2020, in each case prepared in accordance with  GAAP.    “Required Lenders” means, at any time, Lenders holding more than 50% of the sum of  the Revolving Commitments then in effect (or, if the Revolving Commitments have been  terminated, the Revolving Credit Exposure then outstanding); provided that the Revolving  Commitment of, and the Advances held or deemed held by, any Defaulting Lender shall be  excluded for purposes of making a determination of Required Lenders.    “Resignation Effective Date” has the meaning specified in Section 7.06(a).    “Resolution Authority” means an EEA Resolution Authority or, with respect to any UK  Financial Institution, a UK Resolution Authority.    “Responsible Officer” means (a) the chief executive officer, president, chief financial  officer, treasurer, assistant treasurer, or controller, of the Reporting Entity or STERIS  Corporation and (b) solely for purposes of notices given pursuant to Article II, any other officer,  employee, director or agent of a Borrower designated for purposes of such notices by any of the  foregoing officers in a notice to the Administrative Agent. Any document delivered hereunder  that is signed by a Responsible Officer shall be conclusively presumed to have been authorized  by all necessary corporate action on the part of such entity and such Responsible Officer shall be  conclusively presumed to have acted on behalf of such party.    “Restricted Margin Stock” means Margin Stock owned by the Consolidated Group the  value of which (determined as required under clause 2(i) of the definition of “Indirectly Secured”  set forth in Regulation U) represents not more than 33% of the aggregate value (determined as  required under clause (2)(i) of the definition of “Indirectly Secured” set forth in Regulation U),  on a consolidated basis, of the property and assets of the Consolidated Group (excluding any  Margin Stock) that is subject to the provisions of Section 5.02(a) or (b).    “Reuters” means, as applicable, Thomson Reuters Corp., Refinitiv, or any successor  thereto.    “Revaluation Date” means (a) with respect to any Advance denominated in any  Alternative Currency, each date specified in Section 1.05(d); and (b) with respect to any Letter of  Credit denominated in an Alternative Currency, each date specified in Section 1.05(c).    “Revolving Advance” means an advance made pursuant to Section 2.01.  





 






NAI- 1523617476v540    “Revolving Commitment” means, with respect to each Lender, the commitment of such  Lender to make Revolving Advances pursuant to Section 2.01 and to acquire participations in  Letters of Credit and Swingline Advances hereunder, expressed as an amount representing the  maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder. The initial  amount of each Lender’s Revolving Commitment is (a) set forth on Schedule I, and (b) if such  Lender has entered into any Assignment and Acceptance, the amount set forth for such Lender in  the Register maintained by the Administrative Agent pursuant to Section 9.07(g), as such amount  may modified pursuant to the terms hereof. The initial amount of each Lender’s Revolving  Commitment is the amount set forth for such Lender in the column labeled “Revolving  Commitment” opposite such Lender’s name on Schedule I hereto. As of the Closing Date, the  initial aggregate amount of the Lenders’ Revolving Commitments is $1,250,000,000.  “Revolving Commitment Increase” has the meaning specified in Section 2.23.  “Revolving Credit 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 Revolving Advances  and its LC Exposure and Swingline Exposure at such time.    “Revolving Maturity Date” means the date that is five (5) years following the Closing  Date (or the immediately preceding Business Day if such date is not a Business Day).    “Revolving Lender” means a Lender holding a Revolving Commitment or Revolving  Credit Exposure.                “RFR Business Day” means, for any Advance denominated in (a) Sterling, any day  except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general  business in London and (b) Swiss Francs, any day except for (i) a Saturday, (ii) a Sunday or  (iii) a day on which banks are closed for the settlement of payments and foreign exchange      ” has the meaning specified in the definition of “    “RFR Interest Payment Date” means (a) each date that is on the numerically  corresponding day in each calendar month that is one month after the Borrowing of such  Advance (or, if there is no such numerically corresponding day in such month, then the last day      “S&P” means Standard & Poor’s Financial Services LLC (or any successor thereof).  “Sanctions” has the meaning specified in the definition of Embargoed Person.  “RFR” means, for any RFR Advance denominated in (a) Sterling, SONIA and (b) Swiss  Francs, SARON.  “RFR Administrator” means the SONIA Administrator or the SARON Administrator.  “RFR Advance” means an Advance that bears interest at a rate based on the Adjusted  Daily Simple RFR.  “RFR Interest Day  transactions in Zurich.  of such month) and (b) the Maturity Date.  Daily Simple RFR”.  





 






NAI- 1523617476v541    “SARON” means, with respect to any Business Day, a rate per annum equal to the Swiss  Average Rate Overnight for such Business Day published by the SARON Administrator on the  SARON Administrator’s Website.    “SARON Administrator” means the SIX Swiss Exchange AG (or any successor  administrator of the Swiss Average Rate Overnight).    “SARON Administrator’s Website” means SIX Swiss Exchange AG’s website, currently  at https://www.six-group.com, or any successor source for the Swiss Average Rate Overnight  identified as such by the SARON Administrator from time to time.  “Securities” means senior unsecured notes issued by STERIS plc, STERIS Irish FinCo,  and/or any of their Subsidiaries in connection with the Acquisition.    “Select Group Company” means any Subsidiary of the Reporting Entity that is a  “controlled foreign corporation” for U.S. federal income tax purposes (within the meaning of  Section 957 of the Internal Revenue Code) and in which any United States Shareholder owns  (within the meaning of Section 958(a) of the Internal Revenue Code) any Equity Interest, and any  direct or indirect Subsidiary thereof.    “Senior Managing Agents” means U.S. Bank, National Association, DNB Capital LLC  and KeyBank National Association.    “Significant Subsidiary” means any Subsidiary of the Reporting Entity that constitutes a  “significant subsidiary” under Regulation S-X promulgated by the Securities and Exchange  Commission, as in effect from time to time.    “Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15)  of ERISA, that (a) (i) is maintained for employees of the Reporting Entity or any ERISA  Affiliate and no Person other than the Reporting Entity and the ERISA Affiliates or (ii) was so  maintained and in respect of which the Reporting Entity or any ERISA Affiliate could have  liability under Section 4069 of ERISA in the event such plan has been or were to be terminated  and (b) is covered by Title IV of ERISA or subject to the minimum funding standards under  Section 412 of the Internal Revenue Code.    “SOFR” means, with respect to any Business Day, a rate per annum equal to the secured  overnight financing rate for such Business Day published by the SOFR Administrator on the  SOFR Administrator’s Website.    “SOFR Administrator” means the NYFRB (or a successor administrator of the secured  overnight financing rate).    “SOFR Administrator’s Website” means the NYFRB’s Website, or any successor source  for the secured overnight financing rate identified as such by the SOFR Administrator from time  to time.  





 






NAI- 1523617476v542    “SONIA” means, with respect to any Business Day, a rate per annum equal to the  Sterling Overnight Index Average for such Business Day published by the SONIA Administrator  on the SONIA Administrator’s Website.    “SONIA Administrator” means the Bank of England (or any successor administrator of  the Sterling Overnight Index Average).    “SONIA Administrator’s Website” means the Bank of England’s website, currently at  http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index  Average identified as such by the SONIA Administrator from time to time.  “Specified Indebtedness” has the has the meaning set forth in the definition of  “Consolidated Total Debt”.    “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 Eurocurrency Rate, for eurocurrency funding  (currently referred to as “Eurocurrency liabilities” in Regulation D). Such reserve percentage  shall include those imposed pursuant to Regulation D. Eurocurrency Rate Advances 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.    “STERIS Corporation” has the meaning set forth in the introduction hereto, and any  permitted successor thereto in accordance with Section 5.02(b).    “STERIS Dover” means STERIS Dover Limited, a limited company organized under the  laws of England and Wales.    “STERIS Irish FinCo” has the meaning set forth in the introduction hereto, and any  permitted successor thereto in accordance with Section 5.02(b).    “STERIS Limited” has the meaning set forth in the introduction hereto, and any  permitted successor thereto in accordance with Section 5.02(b).    “STERIS plc” has the meaning set forth in the introduction hereto, and any permitted  successor thereto in accordance with Section 5.02(b).    “Sterling” and the “£” sign each means    “STIBOR Screen Rate” means, with  lawful currency of the United Kingdom.    respect to any Interest Period, the Stockholm  interbank offered rate administered by the Swedish Bankers’ Association (or any other person  that takes over the administration of that rate) for deposits in Swedish Kronor with a term  equivalent to such Interest Period as displayed on the Reuters screen page that displays such rate  (or, in the event such rate does not appear on such Reuters page, on any successor or substitute  the  





 






NAI- 1523617476v543    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) as of 11:00 a.m. London time two Business Days prior to the  commencement of such Interest Period. If the STIBOR Screen Rate shall be less than zero, the  STIBOR Screen Rate shall be deemed to be zero for purposes of this Agreement.    “Subsidiary” means, with respect to any Person, any corporation, partnership, joint  venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the  issued and outstanding capital stock having ordinary voting power to elect a majority of the  board of directors of such corporation (irrespective of whether at the time capital stock of any  other class or classes of such corporation shall or might have voting power upon the occurrence  of any contingency), (b) the interest in the capital or profits of such limited liability company,  partnership or joint venture or (c) the beneficial interest in such trust or estate is at the time  directly or indirectly owned or controlled by such Person, by such Person and one or more of its  other Subsidiaries or by one or more of such Person’s other Subsidiaries. As used herein  “Subsidiary” refers to a Subsidiary of the Reporting Entity, unless the context otherwise requires.    “Supplier” has the meaning specified in Section 2.22(b).    “Swedish Kronor” or the sign “SEK” means the lawful currency of the Kingdom of  Sweden.    “Swingline Advance” means an advance made pursuant to Section 2.03.    “Swingline Commitment” means $100,000,000. The amount of each Swingline Lender’s  Swingline Commitment is set forth on Schedule III.    “Swingline Exposure” means, at any time, the aggregate principal amount of all  Swingline Advances outstanding at such time. The Swingline Exposure of any Lender at any  time shall be the sum of (a) its Applicable Adjusted Percentage of the total Swingline Exposure  at such time related to Swingline Advances other than any Swingline Advances made by such  Lender in its capacity as a Swingline Lender plus (b) if such Lender shall be a Swingline Lender,  the aggregate principal amount of all Swingline Advances made by such Lender outstanding at  such time (to the extent that the other Lenders shall not have funded their participations in such  Swingline Advances).    “Swingline Foreign Currencies” means (x) Sterling, Euros and Canadian Dollars or (y)  any other readily available currency freely convertible into Dollars (a) for which Eurocurrency  Rates can be determined by reference to the applicable screen as provided in the definition of  “Eurocurrency Rate” and (b) that has been designated by each Swingline Lender as a Swingline  Foreign Currency at the request of the Borrowers and with the consent of (i) the Administrative  Agent and each Swingline Lender and (ii) each Lender with a Revolving Commitment. In order  to implement any Swingline Foreign Currency Loan approved by the applicable Lenders as set  forth in clause (y), the Administrative Agent, Swingline Lenders and the Borrowers may make  any technical or operational changes to this agreement as necessary without any further consent  from any Lenders.  





 






NAI- 1523617476v544    “Swingline Foreign Currency Loan” means a Swingline Advance denominated in a  Swingline Foreign Currency.    “Swingline Lender” means each of JPMorgan Chase Bank, N.A., PNC Bank, National  Association and such other Lender or Lenders as the Borrower may designate from time to time  in accordance with section 2.03(e) in their respective capacities as lenders of Swingline  Advances hereunder, and their respective successors in such capacity. Each Swingline Lender  may, in its discretion, arrange for one or more Swingline Advances to be made by Affiliates of  such Swingline Lender, in which case the term “Swingline Lender” shall include any such  Affiliate with respect to Swingline Advances made by such Affiliate. In accordance with the  terms of Section 2.03, a Borrower may designate the Swingline Lender from which to receive a  Swingline Advance. References herein to “the Swingline Lender” shall be deemed references to  the Swingline Lender that made the relevant Swingline Advance.  “Swiss Francs” or the “SF” sign means the lawful currency of Switzerland.  “Syndication Agents” means BofA Securities, Inc., Citibank, N.A. and PNC Bank,  National Association.    “Synergy” has the meaning set forth in the recitals hereto.  “Target” means Cantel Medical Corp., a Delaware corporation.  “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 in its  reasonable discretion to be a suitable replacement) is open for the settlement of payments in  Euro.    “Tax Confirmation” means a confirmation by a Lender that the person beneficially  entitled to interest payable to that Lender in respect of an advance under a Loan Document is:    (i) a company resident in the United Kingdom for United Kingdom tax  purposes; or   (ii) a partnership, each member of which is:    (1) a company so resident in the United Kingdom; or    (2) a company not so resident in the United Kingdom which carries on  a trade in the United Kingdom through a permanent establishment and which  brings into account in computing its chargeable profits (within the meaning of  section 19 of the CTA) the whole of any share of interest payable in respect of  that advance that falls to it by reason of Part 17 of the CTA; or  





 






NAI- 1523617476v545    (iii) a company not so resident in the United Kingdom which carries on a trade  in the United Kingdom through a permanent establishment and which brings into account  interest payable in respect of that advance in computing the chargeable profits (within the  meaning of section 19 of the CTA) of that company.    “Tax Deduction” means a deduction or withholding for or on account of Tax imposed by  United Kingdom or Irish legislation from a payment under a Loan Document, other than a  FATCA Deduction.    “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions,  withholdings (including back-up withholdings), assessments, fees or other like charges imposed  by any Governmental Authority, including any interest, additions to tax or penalties applicable  thereto.    “TCA” means the Taxes Consolidation Act 1997 of Ireland.      “Term ESTR” means, for the applicable Corresponding Tenor as of the applicable  Reference Time, the forward-looking term rate based on ESTR that has been selected or  recommended by the Relevant Governmental Body.  “Term ESTR Notice” means a notification by the Administrative Agent to the Lenders  and the Borrower of the occurrence of a Term ESTR Transition Event.  “Term ESTR Transition Event” means the determination by the Administrative Agent  that (a) Term ESTR has been recommended for use by the Relevant Governmental Body, (b) the  administration of Term ESTR is administratively feasible for the Administrative Agent and (c) a  Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred  resulting in a Benchmark Replacement in accordance with Section 2.10 that is not Term ESTR.  “Term Loan Agreement” means that certain Term Loan Agreement dated as of the date  hereof (as amended, restated, amended and restated, supplemented or otherwise modified),  among STERIS plc, STERIS Limited, STERIS Irish FinCo and STERIS Corporation, each as a  borrower and a guarantor, the lenders party thereto, JPMorgan Chase Bank, N.A., as  administrative agent, and the other parties party thereto, with respect to an aggregate amount of  commitments of $550,000,000 as of the date hereof.    “Term SOFR” means, for the applicable Corresponding Tenor as of the applicable  Reference Time, the forward-looking term rate based on SOFR that has been selected or  recommended by the Relevant Governmental Body.    “Term SOFR Notice” means a notification by the Administrative Agent to the Lenders  and the Borrowers of the occurrence of a Term SOFR Transition Event.    “Term SOFR Transition Event” means, the determination by the Administrative Agent  that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the  administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a  





 






NAI- 1523617476v546    Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred  resulting in a Benchmark Replacement in accordance with Section 2.10 that is not Term SOFR.    “Term TONA” means, for the applicable Corresponding Tenor as of the applicable  Reference Time, the forward-looking term rate based on TONA that has been selected or  recommended by the Relevant Governmental Body.  “Term TONA Notice” means a notification by the Administrative Agent to the Lenders  and the Borrower of the occurrence of a Term TONA Transition Event.  “Term TONA Transition Event” means the determination by the Administrative Agent  that (a) Term TONA has been recommended for use by the Relevant Governmental Body, (b) the  administration of Term TONA is administratively feasible for the Administrative Agent and (c) a  Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred  resulting in a Benchmark Replacement in accordance with Section 2.10 that is not Term TONA.  “TIBOR Rate” means, with respect to any Eurocurrency Rate Advances denominated in  Japanese Yen and for any Interest Period, the TIBOR Screen Rate at approximately 11:00 a.m.,  Japan time, two Business Days prior to the commencement of such Interest Period.    “TIBOR Screen Rate” means, for any Interest Period, the Tokyo interbank offered rate  administered by the Ippan Shadan Hojin JBA TIBOR Administration (or any other person which  takes over the administration of that rate) for the relevant currency and period displayed on page  DTIBOR01 of the Reuters screen (or, in the event such rate does not appear on such 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 as selected by the  Administrative Agent from time to time in its reasonable discretion) as of 11:00 a.m. Japan time  two business days prior to the commencement of such Interest Period. If the TIBOR Screen Rate  shall be less than zero, the TIBOR Screen Rate shall be deemed to be zero for purposes of this  Agreement.    “TONA” means, with respect to any Business Day, a rate per annum equal to the Tokyo  Overnight Average Rate for such Business Day published by the TONA Administrator on the  TONA Administrator’s Website.    “TONA Administrator” means the Bank of Japan (or any successor administrator of the  Tokyo Overnight Average Rate).    “TONA Administrator’s Website” means the Bank of Japan’s website, currently at  http://www.boj.or.jp, or any successor source for the Tokyo Overnight Average Rate identified  as such by the TONA Administrator from time to time.  “Transactions” mean (i) the Acquisition and the other transactions contemplated by the  Acquisition Agreement, (ii) the refinancing, prepayment, repayment, redemption, repurchase,  settlement upon conversion, discharge or defeasance of certain existing indebtedness of the  Target and its subsidiaries, (iii) the entering into of, and borrowings under, the Delayed Draw  Term Loan Agreement, (iv) (x) the entering into of, and borrowings under, the Bridge Facility,  the Term Loan Agreement and/or this Agreement and/or (y) the issuance of Securities, (v) any  borrowing under this Agreement of amounts to finance the Acquisition and the other  





 






NAI- 1523617476v547    Transactions, and (vi) the payment of fees and expenses incurred in connection with the  foregoing (the “Transaction Costs”).  “Transaction Costs” has the meaning specified in the definition of “Transactions”.  “Transfer Date” means the date of an assignment or participation pursuant to Section  9.07.    “Treaty Lender” means a Lender which:    (i) is treated as a resident of a Treaty State for the purposes of the Treaty;    (ii) does not carry on a business in the United Kingdom through a permanent  establishment with which that Lender’s participation in the Advance is effectively  connected; and    (iii) meets all other conditions in the Treaty for full exemption from Tax  imposed by the United Kingdom on interest, except for this purpose it shall be assumed  that the following are satisfied: (A) any condition which relates (expressly or by  implication) to there being a special relationship between the applicable Borrower and  the Lender or between both of them and another Person, or to the amounts or terms of  any Advance or the Loan Documents; and (B) any necessary procedural formalities.    “Treaty State” means a jurisdiction having a double taxation agreement (a “Treaty”) with  the United Kingdom which makes provision for full exemption from tax imposed by the United  Kingdom on interest.    “Type” refers to a Base Rate Advance or a Eurocurrency Rate Advance or an RFR  .    “UK Financial Institutions” means any BRRD Undertaking (as such term is defined  under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom  Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook  (as amended from time to time) promulgated by the United Kingdom Financial Conduct  Authority, which includes certain credit institutions and investment firms, and certain affiliates  of such credit institutions or investment firms.    “UK Non-Bank Lender” means:    (i) where a Lender becomes a party on the day on which this Agreement is  entered into, a Lender listed in Part II of Schedule I; and    (ii) any New Lender which gives a Tax Confirmation in the Assignment and  Acceptance which it executes on becoming a party hereto.    “UK Resolution Authority” means the Bank of England or any other public  administrative authority having responsibility for the resolution of any UK Financial Institution.  Advance  





 






NAI- 1523617476v548    related  “Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement  excluding the Benchmark Replacement Adjustment.    “United States” and “U.S.” each means the United States of America.    “United States Shareholder” means any Subsidiary of the Reporting Entity that, with  respect to a Select Group Company, constitutes a “United States shareholder” within the  meaning of Section 951(b) of the Internal Revenue Code.    “Unrestricted Margin Stock” means any Margin Stock owned by the Consolidated Group  which is not Restricted Margin Stock.    “US Person” means any Person that is a “United States Person” as defined in Section  7701(a)(30) of the Internal Revenue Code.      “U.S. Tax Compliance Certificate” has the meaning specified in Section 2.16(f)(ii)(C).  “VAT” means:  (a) any tax imposed in compliance with the Council Directive of 28  November 2006 on the common system of value added tax (EC Directive 2006/112);    (b) any value added tax charged in accordance with the provisions of the  Value Added Tax Act of 1994; and    (b)    any other tax of a similar nature, whether imposed in the United Kingdom  or in a member state of the European Union in substitution for, or levied in addition to,  such tax referred to in paragraphs (a) and (b) above, or imposed elsewhere.    “Voting Stock” means shares of capital stock issued by a corporation, or equivalent  interests in any other Person, the holders of which are ordinarily, in the absence of contingencies,  entitled to vote for the election of directors (or persons performing similar functions) of such  Person, even if the right so to vote has been suspended by the happening of such a contingency.    “Withdrawal Liability” has the meaning specified in Part I of Subtitle E of Title IV of  ERISA.    “Withholding Agent” means any Loan Party and the Administrative Agent.    “Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution  Authority, the write-down and conversion powers of such EEA Resolution Authority from time  to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down  and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with  respect to the United Kingdom, any powers of the applicable Resolution Authority under the  Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK  Financial Institution or any contract or instrument under which that liability arises, to convert all  or part of that liability into shares, securities or obligations of that person or any other person, to  





 






NAI- 1523617476v549    provide that any such contract or instrument is to have effect as if a right had been exercised  under it or to suspend any obligation in respect of that liability or any of the powers under that  Bail-In Legislation that are related to or ancillary to any of those powers.    SECTION 1.02 Computation of Time Periods. In this Agreement, in the  computation of periods of time from a specified date to a later specified date, the word “from”  means “from and including,” the word “through” means “through and including” and each of the  words “to” and “until” mean “to but excluding.”    SECTION 1.03 Accounting   Terms. Except as otherwise expressly  provided herein, all accounting terms not specifically defined herein shall be construed in  accordance with, and all financial data (including financial calculations) required to be submitted  pursuant to this Agreement shall be prepared in conformity with, generally accepted accounting  principles as in effect in the United States from time to time (“GAAP”); provided that at any  time after the Closing Date, the Borrowers may elect to apply IFRS accounting principles in lieu  of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed  to mean IFRS, provided, further, that any calculation or determination in this Agreement that  requires the application of GAAP for periods that include fiscal quarters ended prior to the  Borrowers’ election to apply IFRS shall remain as previously calculated or determined in  accordance with GAAP (it being agreed that 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 Accounting Standards Codification 825-10-  25 (previously referred to as Statement of Financial Accounting Standards 159) (or any other  Accounting Standards Codification or Financial Accounting Standard having a similar result or  effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value,” as  defined therein and (ii) any treatment of Debt in respect of convertible debt instruments under  Accounting Standards Codification 470-20 or 2015-03 (or any other Accounting Standards  Codification or Financial Accounting Standard having a similar result or effect) to value any  such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all  times be valued at the full stated principal amount thereof). If at any time any change in GAAP  (including as a result of an election by the Borrowers to apply IFRS) would affect the calculation  of any covenant set forth herein and either the Borrowers or the Required Lenders shall so  request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to  amend such covenant to preserve the original intent thereof in light of such change in GAAP  (subject to the approval of the Required Lenders); provided that, until so amended, (i) such  covenant shall continue to be calculated in accordance with GAAP prior to such change and (ii)  the Borrowers shall provide to the Administrative Agent and the Lenders, concurrently with the  delivery of any financial statements or reports with respect to such covenant, statements setting  forth a reconciliation between calculations of such covenant made before and after giving effect  to such change in GAAP. Notwithstanding any changes to GAAP or IFRS, or the Borrowers’  election to apply IFRS accounting principles in lieu of GAAP, any obligation that is or would be  characterized as an operating lease obligation in accordance with GAAP on February 12, 2018  (whether or not such operating lease obligations were in effect on such date) shall continue to be  treated as operating lease obligations for purposes of this Agreement regardless of any changes  in GAAP or IFRS, or the Borrowers’ election to apply IFRS accounting principles in lieu of  GAAP.  





 






NAI- 1523617476v550    SECTION 1.04 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, restated, supplemented  or otherwise modified (subject to any restrictions on such amendments, restatements,  supplements or modifications set forth herein), (b) any definition of or reference to any statute,  rule or regulation shall be construed as referring thereto as from time to time amended,  supplemented or otherwise modified (including by succession of comparable successor laws), (c)  any reference herein to any Person shall be construed to include such Person’s successors and  assigns (subject to any restrictions on assignment set forth herein) and (d) the words “herein,”  “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this  Agreement in its entirety and not to any particular provision hereto. Any reference herein to a  “writing” includes telecopier or other electronic communication.    SECTION 1.05 Currency Translations.    (a) [Reserved].    (b) The Administrative Agent shall determine the Dollar Equivalent of any  Alternative Currency Letter of Credit or Borrowing denominated in an Alternative Currency in  accordance with the terms set forth herein, and a determination thereof by the Administrative  Agent shall be presumptively correct absent demonstrable error. The Administrative Agent may,  but shall not be obligated to, rely on any determination made by any Borrower in any document  delivered to the Administrative Agent.    (c) The Administrative Agent shall determine the Dollar Equivalent of any  Alternative Currency Letter of Credit as of (i) a date on or about the date on which the applicable  Issuing Bank receives a request from the applicable Borrower for the issuance of such Letter of  Credit, (ii) each subsequent date on which such Letter of Credit shall be renewed or extended or  the stated amount of such Letter of Credit shall be increased, (iii) March 31 and September 30 in  each year and (iv) during the continuance of an Event of Default, as reasonably requested by the  Administrative Agent, and each such amount shall be the Dollar Equivalent of such Letter of  Credit until the next required calculation thereof pursuant to this Section 1.05(c).    (d) The Administrative Agent shall determine the Dollar Equivalent of any  Borrowing not denominated in Dollars as of (i) a date on or about the date on which the  Administrative Agent receives a Notice of Borrowing in respect of such Borrowing, (ii) as of the  date of the commencement of each Interest Period after the initial Interest Period therefor and,    (iii) during the continuance of an Event of Default, as reasonably requested by the  Administrative Agent, and (iv) with respect to any RFR Advance, each date that is on the  numerically corresponding day in each calendar month that is one month after the Borrowing of  such Advance (or, if there is no such numerically corresponding day in such month, then the last  day of such month), (x) in the case of clause (ii) above, on the date that is three Business Days  prior to the date on which the applicable Interest Period shall commence, and (y) in the case of  





 






NAI- 1523617476v551    clause (iii) above, on the date of determination, and each such amount shall be the Dollar  Equivalent of such Borrowing until the next required calculation thereof pursuant to this Section  1.05(d).    (e) The Administrative Agent shall notify the Borrowers, the Lenders and the  applicable Issuing Bank of each such determination on the applicable Revaluation Date and  revaluation of the Dollar Equivalent of each Letter of Credit and Borrowing made pursuant to  this Section 1.05.    (f) The Administrative Agent may set up appropriate rounding-off  mechanisms or otherwise round off amounts pursuant to this Section 1.05 to the nearest higher or  lower amount in whole dollars or cents to ensure amounts owing by any party hereunder or that  otherwise need to be calculated or converted hereunder are expressed in whole dollars or in  whole cents, as may be necessary or appropriate.    (g) For purposes of determining compliance with Articles V (other than with  respect to Section 5.03, which shall be determined based on the foreign exchange rates used to  produce the applicable financial statements relating to such test date) and VI, with respect to any  amount in currency other than Dollars, amounts shall be deemed to be the Dollar Equivalent  thereof determined for such currency in relation to Dollars in effect on the date that is three  Business Days prior to the date on which such amounts were incurred or disposed of or such  failure to pay occurred or judgment or order was rendered, as applicable.    SECTION 1.06 Letter of Credit Amounts. Unless otherwise specified  herein, the amount of a Letter of Credit at any time shall be deemed to be the amount of such  Letter of Credit available to be drawn at such time; provided that with respect to any Letter of  Credit that, by its terms or the terms of any Letter of Credit Agreement related thereto, provides  for one or more automatic increases in the available amount thereof, the amount of such Letter of  Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to  all such increases, whether or not such maximum amount is available to be drawn at such time.    SECTION 1.07 Divisions. For all purposes under the Loan Documents, in  connection with any division or plan of division under Delaware law (or any comparable event  under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person  becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to  have been transferred from the original Person to the subsequent Person, and (b) if any new  Person comes into existence, such new Person shall be deemed to have been organized and  acquired on the first date of its existence by the holders of its Equity Interests at such time.    SECTION 1.08 Interest Rates; LIBORBenchmark 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 (“LIBOR”) is  intended to represent the rate at which contributing banks may obtain short-term borrowings  from each other in the London interbank market. On March 5, 2021, the U.K. Financial Conduct  





 






NAI- 1523617476v552    Authority (“FCA”) publicly announced that: (a) immediately after December 31, 2021,  publication of all seven euro LIBOR settings, all seven Swiss Franc LIBOR settings, the spot  next, 1-week, 2-month and 12-month Japanese Yen LIBOR settings, the overnight, 1-week, 2-  month and 12-month British Pound Sterling LIBOR settings, and the 1-week and 2-month U.S.  Dollar LIBOR settings will permanently cease; immediately after June 30, 2023, publication of  the overnight and 12-month U.S. Dollar LIBOR settings will permanently cease; immediately  after December 31, 2021, the 1-month, 3-month and 6-month Japanese Yen LIBOR settings and  the 1-month, 3-month and 6-month British Pound Sterling LIBOR settings will cease to be  provided or, subject to consultation by the FCA, be provided on a changed methodology (or  “synthetic”) basis and no longer be representative of the underlying market and economic reality  they are intended to measure and that representativeness will not be restored; and immediately  after June 30, 2023, the 1-month, 3-month and 6-month U.S. Dollar LIBOR settings will cease to  be provided or, subject to the FCA’s consideration of the case, be provided on a synthetic basis  and no longer be representative of the underlying market and economic reality they are intended  to measure and that representativeness will not be restored. There is no assurance that dates  announced by the FCA will not change or that the administrator of LIBOR and/or regulators will  not take further action that could impact the availability, composition, or characteristics of  LIBOR or the currencies and/or tenors for which LIBOR is published. Each party to this  agreement should consult its own advisors to stay informed of any such developments. Public  and private sector industry initiatives are currently underway to identify new or alternative  reference rates to be used in place of LIBOR. Upon the occurrence of a Benchmark Transition  Event, a Term SOFR Transition Event, a Term ESTR Transition Event, a Term TONA  Transition Event or an Early Opt-In Election, Section 2.10 provides a mechanism for  determining an alternative rate of interest. The Administrative Agent will promptly notify the  Borrowers, pursuant to Section 2.10, of any change to the reference rate upon which the interest  rate on Eurocurrency Rate Advances 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 LIBOR or other rates in the definition  of “LIBO Rate” (or “EURIBOR Rate”, or “TIBOR Rate”, as applicable) or with respect to any  alternative or successor rate thereto, or with respect to any RFR, or replacement rate thereof  (including, without limitation, (i) any such alternative, successor or replacement rate  implemented pursuant to Section 2.10, whether upon the occurrence of a Benchmark Transition  Event, a Term SOFR Transition Event, a Term ESTR Transition Event, a Term TONA  Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark  Replacement Conforming Changes pursuant to Section 2.10), 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 the EURIBOR Rate, or the TIBOR Rate, as applicable) or have the same volume  or liquidity as did the London interbank offered rate (or the euro interbank offered rate, as  applicable) prior to its discontinuance or unavailability.    ARTICLE II    AMOUNTS AND TERMS OF THE ADVANCES    SECTION 2.01 The Advances and Revolving Commitments. Each  Revolving Lender severally and not jointly agrees, during the Availability Period, on the terms  and conditions hereinafter set forth to make Revolving Advances denominated in Dollars or  





 






NAI- 1523617476v553    Alternative Currencies to any Borrower from time to time, in an aggregate amount that would  not result (after giving effect to any application of proceeds from such Advances pursuant to  Section 2.03(a)) in (i) the Dollar Equivalent of such Lender’s Revolving Credit Exposure  exceeding such Lender’s Revolving Commitment, (ii) the Dollar Equivalent of the Aggregate  Revolving Credit Exposure exceeding the Aggregate Revolving Commitments and (iii) the  Dollar Equivalent of the Aggregate Revolving Credit Exposure denominated in Alternative  Currencies exceeding the Alternative Currency Sublimit. Each Borrowing shall be in an  aggregate amount equal to the Applicable Minimum Amount and shall consist of Advances of  the same Type and currency made on the same day by the Lenders ratably according to their  respective Commitments. Within the limits of each Lender’s Commitment, each Borrower may  borrow under this Section 2.01, prepay Advances pursuant to Section 2.12 and reborrow under  this Section 2.01.    SECTION 2.02 Making the Advances.    (a) Each Borrowing shall be made on notice by a Borrower, given not later  than (x) 11:30 A.M. (Local Time) on (1) the third Business Day prior to the date of the proposed  Borrowing in the case of a Borrowing in an Alternative Currency (other than Sterling or Swiss  Francs) or (2) the third Business Day prior to the date of the proposed Borrowing in the case of a  Borrowing in Dollars consisting of Eurocurrency Rate Advances or, (y) 11:30 A.M. (New York  City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base  Rate Advances or (z) 11:00 A.M. (New York City time) four RFR Business Days prior to the  requested day of any Borrowing of RFR Advances, in the case of an RFR Borrowing  denominated in Sterling or Swiss Francs, to the Administrative Agent, which shall give to each  Lender prompt notice thereof by telecopier or other electronic communication. Each notice of a  Borrowing (a “Notice of Borrowing”) shall be in writing or by telephone, and if by telephone,  confirmed immediately in writing, including by telecopier (or other electronic communication) in  substantially the form of Exhibit A hereto, signed by a Responsible Officer and specifying  therein the identity of the applicable Borrower and the requested (i) date of such Borrowing  (which shall be a Business Day), (ii) Type and currency of Advances comprising such  Borrowing, (iii) aggregate amount of such Borrowing, (iv) initial Interest Period for such  Borrowing, if such Borrowing is to consist of Eurocurrency Rate Advances, (v) instructions for  crediting the proceeds of the Borrowing (which applicable account details shall be or shall have  been provided to the Administrative Agent in writing) and (vi) whether such notice is  conditioned on the occurrence of any event and if such notice is so conditioned, a description of  such event (it being understood that such notice may be revoked by such Borrower if such  condition is not satisfied). Each Lender shall, before 12:00 P.M. (Local Time) in the case of  Advances in an Alternative Currency and 1:30 P.M. (New York City time) in the case of  Advances in Dollars on the date of such Borrowing make available for the account of its  Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s  Office, in same day funds, such Lender’s ratable portion of such Borrowing. After the  Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions  set forth in Article III, the Administrative Agent will make such funds available to the applicable  Borrower in immediately available funds as specified by such Borrower to the Administrative  Agent in a signed writing delivered to the Administrative Agent on or prior to the time the  applicable Notice of Borrowing is delivered (or such later time as the Administrative Agent shall  agree).  





 






NAI- 1523617476v554    (b) Anything in Section 2.02(a) to the contrary notwithstanding, (i) Advances  denominated in Alternative Currency may only be requested and maintained as Eurocurrency  Rate Advances or, in the case of Advances denominated in Sterling or Swiss Francs, may only be  requested and maintained as RFR Advances (subject to Section 2.14), (ii) a Borrower may not  select Eurocurrency Rate Advances denominated in Dollars if the obligation of the Lenders to  make Eurocurrency Rate Advances denominated in Dollars shall then be suspended pursuant to  Sections 2.10 or 2.14 and (iii) the Eurocurrency Rate Advances may not be outstanding as part of  more than twelve (12) separate Borrowings.    (c) Each Notice of Borrowing shall be binding on the applicable Borrower. In  the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of  Eurocurrency Rate Advances or RFR Advances, the applicable Borrower shall indemnify each  Lender against any reasonable loss, cost or expense incurred by such Lender as a result of any  failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing  the applicable conditions set forth in Article III, including, without limitation, any reasonable  loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation  or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be  made by such Lender as part of such Borrowing when such Advance, as a result of such failure,  is not made on such date.    (d) Unless the Administrative Agent shall have received notice from a Lender  prior to the time of any Borrowing that such Lender will not make available to the  Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative  Agent may assume that such Lender has made such portion available to the Administrative  Agent on the date of such Borrowing in accordance with Section 2.02(a) and the Administrative  Agent may, in reliance upon such assumption, make available to the applicable Borrower on  such date a corresponding amount. If and to the extent that any Lender shall not have so made  such ratable portion available to the Administrative Agent, such Lender and the applicable  Borrower severally agree to pay or to repay to the Administrative Agent forthwith on demand  such corresponding amount and to pay interest thereon, for each day from the date such amount  is made available to such Borrower until the date such amount is paid or repaid to the  Administrative Agent, at (i) in the case of the applicable Borrower, the higher of (A) the interest  rate applicable at the time to Advances comprising such Borrowing and (B) the cost of funds  incurred by the Administrative Agent in respect of such amount, (ii) in the case of such Lender  and in the case of Dollar denominated Advances, the greater of the Federal Funds Rate and a rate  determined by the Administrative Agent in accordance with banking industry rules on interbank  compensation and (iii) in the case of such Lender and in the case of Alternative Currency  denominated Advances, a rate determined by the Administrative Agent in accordance with  banking industry rules on interbank compensation. If such Borrower and such Lender shall pay  such interest to the Administrative Agent for the same or an overlapping period, the  Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by  such Borrower for such period. If such Lender shall pay to the Administrative Agent such  corresponding principal amount, such amount so paid shall constitute such Lender’s Advance as  part of such Borrowing for all purposes of this Agreement. Any payment by such Borrower shall  be without prejudice to any claim such Borrower may have against a Lender that shall have  failed to make such payment to the Administrative Agent.  





 






NAI- 1523617476v555    (e) The failure of any Lender to make the Advances to be made by it as part of  any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its  Advances on the date of such Borrowing, but no Lender shall be responsible for the failure of  any other Lender to make the Advances to be made by such other Lender on the date of any  Borrowing.    (f) If any Lender makes available to the Administrative Agent funds for any  Advance to be made by such Lender as provided herein, and such funds are not made available  to the applicable Borrower by the Administrative Agent because the conditions to such  Borrowing are not satisfied or waived in accordance with the terms hereof, the Administrative  Agent shall promptly return such funds (in like funds as received from such Lender) to such  Lender, without interest.    SECTION 2.03 Swingline Advances. (a) Subject to the terms and  conditions set forth herein, each Swingline Lender severally may (but shall not be obligated to),  in such Swingline Lender’s sole discretion, make Swingline Advances to any Borrower from  time to time during the Availability Period in Dollars or Swingline Foreign Currencies, in an  aggregate principal amount at any time outstanding that will not result in (i) the Dollar  Equivalent of the aggregate principal amount of outstanding Swingline Advances exceeding the  Swingline Commitment, (ii) except as set forth in clause (v) below with respect to the Lender  that is a Swingline Lender, the Dollar Equivalent of any Lender’s Revolving Credit Exposure  exceeding such Lender’s Revolving Commitment, (iii) the Dollar Equivalent of the Aggregate  Revolving Credit Exposure exceeding the Aggregate Revolving Commitments, (iv) the Dollar  Equivalent of the Aggregate Revolving Credit Exposure denominated in Alternative Currencies  exceeding the Alternative Currency Sublimit or (v) unless such requirement is waived in writing  by the applicable Swingline Lender in its sole discretion, the Dollar Equivalent of any Swingline  Lender’s Swingline Exposure exceeding its Swingline Commitment. Swingline Advances shall  be in amounts equal to the Applicable Minimum Amount. Within the foregoing limits and  subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and  reborrow Swingline Advances.    (b) To request a Swingline Advance:    (i) in the case of a Swingline Advance denominated in Dollars to a  Borrower, the applicable Borrower shall notify the Administrative Agent and the  Swingline Lender designated by such Borrower to make such Swingline Advance of such  request in writing not later than 1:00 P.M. (or such other time agreed to by the applicable  Borrower and such Swingline Lender), New York City time, on the day of such proposed  Swingline Advance, and    (ii) in the case of any other Swingline Advance, the applicable  Borrower shall notify the Administrative Agent and the Swingline Lender designated by  such Borrower to make such Swingline Advance of such request in writing, not later than  1:00 P.M. (or such other time agreed to by the applicable Borrower and such Swingline  Lender), Local Time, on the day of such proposed Swingline Advance.    Each such notice shall be irrevocable and shall specify (A) the requested date (which shall be a  Business Day), (B) the currency such Swingline Advance is to be denominated and (C) the  





 






NAI- 1523617476v556    amount of the requested Swingline Advance. The applicable Swingline Lender and the  applicable Borrower shall agree upon the interest rate applicable to such Swingline Advance  (provided that in no event shall the interest rate for Swingline Advances denominated in Dollars  exceed the Base Rate plus the Applicable Margin for Base Rate Advances plus the Facility Fee).  Such interest shall be payable in arrears quarterly on the last Business Day of each March, June,  September and December and on the date such Swingline Advance is paid in full.    Any funding of a Swingline Advance that is agreed to by a Swingline Lender shall be made on  the proposed date thereof by 4:00 P.M., Local Time, to the account of the applicable Borrower  designated by such Borrower in writing to the applicable Swingline Lender (or, in the case of a  Swingline Advance made to finance the reimbursement of an LC Disbursement as provided in  Section 2.04(e), by remittance to the applicable Issuing Bank). Each Swingline Advance shall be  made by the Swingline Lender from whom the applicable Borrower has requested such  Swingline Advance. The Administrative Agent shall determine the procedures to be followed by  the Swingline Lenders to ensure compliance with Section 2.03(a) at the time any Swingline  Advance is made and to ensure that the amount of Revolving Advances made does not exceed  the amounts permitted by Section 2.01, and each Swingline Lender and the other parties hereto  agrees to abide by such procedures. If the Swingline Advances at any time exceed any of the  amounts permitted by Section 2.01 or 2.03(a), each applicable Borrower shall promptly prepay  the relevant Swingline Advances for the account of such Borrower by the amount of such excess.  No Swingline Lender shall be responsible for the failure of any other Swingline Lender to make  a Swingline Advance hereunder.    (c) Any Swingline Lender, at any time and from time to time may, on behalf  of the applicable Borrower (which hereby irrevocably directs the Swingline Lenders to act on its  behalf), on notice given no later than 10:00 A.M., Local Time, on any Business Day request each  Lender to make, and each Lender hereby agrees to make, an Advance denominated in the  currency of any applicable outstanding Swingline Advance, in an amount equal to such Lender’s  Applicable Adjusted Percentage of the aggregate amount of such Swingline Advance (the  “Refunded Swingline Loans”) outstanding on the date of such notice, to repay the relevant  Swingline Lender. Each Lender shall make the amount of such Revolving Advance available to  the Administrative Agent in immediately available funds, not later than the time set forth in  Section 2.02 for the making of a Revolving Advance, in the case of Dollar Advances, on such  Business Day and in the case of Advances denominated in an Alternative Currency, three  Business Days after such notice date. The proceeds of such Revolving Advances shall be  immediately made available by the Administrative Agent to the relevant Swingline Lender for  application by the relevant Swingline Lender to the repayment of the Refunded Swingline Loans.  The applicable Borrower irrevocably authorizes the relevant Swingline Lender to charge its  account with such Swingline Lender (up to the amount available in each such account) in order  to immediately pay the amount of such Refunded Swingline Loans to the extent amounts  received from the Lenders are not sufficient to repay in full such Refunded Swingline Loans. To  the extent the applicable Borrower does not have an account with such Swingline Lender, the  Borrower shall pay to such Swingline Lender on demand the amount of such Refunded  Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in  full such Refunded Swingline Loans.    (d) Each Swingline Lender may by written notice given to the Administrative  Agent not later than 12:00 P.M., New York City time (or 11:00 a.m. Local Time in the case of  





 






NAI- 1523617476v557    any Swingline Advance denominated in any Alternative Currency), on any Business Day require  the Lenders to acquire participations on such Business Day in all or a portion of the outstanding  Swingline Advances of such Swingline Lender. Such notice shall specify the aggregate amount  of such Swingline Advances in which the Lenders will participate, and such Swingline Advances  (x) if denominated in Dollars, shall bear interest at the rate applicable to Base Rate Advances,  and (y) if denominated in an Alternative Currency, shall be converted to Dollars and shall bear  interest at the rate applicable to Base Rate Advances. Promptly upon receipt of such notice, the  Administrative Agent will give notice thereof to each Lender, specifying in such notice such  Lender’s Applicable Adjusted Percentage of such Swingline Advance or Advances. Each  Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above,  to pay to the Administrative Agent, for the account of the applicable Swingline Lenders, such  Lender’s Applicable Adjusted Percentage of such Swingline Advance or Advances. Each  Lender acknowledges and agrees that its respective obligation to acquire participations in  Swingline Advances pursuant to this paragraph is absolute and unconditional and shall not be  affected by any circumstance whatsoever, including the occurrence and continuance of a Default  or reduction or termination of the Commitments, and that each such payment shall be made  without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply  with its obligation under this paragraph by wire transfer of immediately available funds, and the  Administrative Agent shall promptly pay to the applicable Swingline Lenders the amounts so  received by it from the Lenders. The Administrative Agent shall notify the applicable Borrower  of any participations in any Swingline Advance acquired pursuant to this Section 2.03(d), and  thereafter payments in respect of such Swingline Advance shall be made to the Administrative  Agent and not to the applicable Swingline Lenders. Any amounts received by a Swingline  Lender from the applicable Borrower (or other party on behalf of such Borrower) in respect of a  Swingline Advance after receipt by such Swingline Lender of the proceeds of a sale of  participations therein shall be promptly remitted to the Administrative Agent; any such amounts  received by the Administrative Agent shall be promptly remitted by the Administrative Agent to  the Lenders that shall have made their payments pursuant to this paragraph and to such  Swingline Lender, as their interests may appear; provided that any such payment so remitted  shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to  the extent such payment is required to be refunded to the applicable Borrower for any reason.  The purchase of participations in a Swingline Advance pursuant to this paragraph shall not  relieve the applicable Borrower of any default in the payment thereof and the applicable  Borrower shall reimburse each Lender for any amounts that may be due under any other term of  this Agreement.    (e) Additional Swingline Lenders. From time to time, a Borrower may  designate other Lenders that agree (in their sole discretion) to act in such capacity and are  reasonably satisfactory to the Administrative Agent and the Borrowers as additional Swingline  Lenders. A Borrower may withdraw any such designation at any time (with respect to a  Swingline Lender added pursuant to this Section 2.03(e)). After a Swingline Lender’s  designation is withdrawn hereunder, such Swingline Lender shall remain a party hereto and shall  continue to have all the rights and obligations of a Swingline Lender under this Agreement with  respect to Swingline Advances issued by it prior to such replacement, but shall not be required to  issue additional Swingline Advances.    SECTION 2.04 Letters of Credit. (a) General. Subject to the terms and  conditions set forth herein, each Borrower may request any Issuing Bank selected by it to issue  





 






NAI- 1523617476v558    Letters of Credit denominated in Dollars or Alternative Currencies for its own account or the  account of a Subsidiary, in a form reasonably acceptable to such 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 form of letter of  credit application or other agreement submitted by the applicable Borrower to, or entered into by  such Borrower and a Subsidiary with, the Issuing Bank relating to any Letter of Credit, the terms  and conditions of this Agreement shall control. Notwithstanding anything contained herein to  the contrary, Bank of America, N.A., in its capacity as an Issuing Bank, shall have no obligation  to issue any Letter of Credit with (i) STERIS plc or STERIS Irish FinCo (or any other Irish  Borrower) as the applicant or (ii) any Irish beneficiary, unless otherwise agreed to by Bank of  America, N.A.    (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 respective  Issuing Bank) to an Issuing Bank selected by it and to the Administrative Agent (reasonably in  advance of the requested date of issuance, amendment, renewal or extension) 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  Section 2.04(c) below), the amount of such Letter of Credit, the name and address of the account  party thereof (which shall be a Borrower or a Subsidiary, and if a Subsidiary then the applicable  Borrower shall be directly liable with respect to all obligations relating to 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. If requested by the Issuing Bank, the  applicable Borrower (and the applicable Subsidiary if such Letter of Credit is to be issued for the  account of a Subsidiary) also shall submit a letter of credit application on the Issuing Bank’s  standard form in connection with any request for a Letter of Credit. 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) the  Dollar Equivalent of the aggregate LC Exposure shall not exceed the aggregate LC Commitment,  (ii) the Dollar Equivalent of the LC Exposure attributable to Letters of Credit issued by a  particular Issuing Bank shall not exceed such Issuing Bank’s LC Commitment sub-commitment  (provided such Issuing Bank may, in its sole discretion, agree to waive such requirement as to  itself), (iii) the Dollar Equivalent of any Lender’s Revolving Credit Exposure does not exceed  such Lender’s Revolving Commitment, (iv) the Dollar Equivalent of the Aggregate Revolving  Credit Exposure does not exceed the Aggregate Revolving Commitments and (v) the Dollar  Equivalent of the Aggregate Revolving Credit Exposure denominated in Alternative Currencies  does not exceed the Alternative Currency Sublimit.    An Issuing Bank shall not be under any obligation to issue, amend, renew or extend any  Letter of Credit if:    (i) any order, judgment or decree of any Governmental Authority or  arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing,  amending, renewing or extending such Letter of Credit, or any law applicable to such  





 






NAI- 1523617476v559    Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance,  amendment, renewal or extension of letters of credit generally or such Letter of Credit in  particular or shall impose upon such Issuing Bank with respect to such Letter of Credit  any restriction, reserve or capital requirement (for which such Issuing Bank is not  otherwise compensated hereunder) not in effect on the Closing Date, or shall impose  upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable  on the Closing Date and that such Issuing Bank in good faith deems material to it; or    (ii) the issuance, amendment, renewal or extension of such Letter of  Credit would violate one or more policies of such Issuing Bank applicable to letters of  credit generally.    (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close  of business on the earlier of (i) the date two years after the date of the issuance of such Letter of  Credit (provided that any Letter of Credit with a two year tenor may provide for additional two  year extensions thereof subject to the approval of the Administrative Agent and such date not  extending beyond the date in clause (ii)), unless otherwise consented to by the applicable Issuing  Bank and (ii) the date that is five Business Days prior to the Revolving Maturity Date.  Notwithstanding the foregoing, in the event and to the extent that a Letter of Credit remains cash  collateralized, without duplication, in an amount equal to at least 105% of the face amount  thereof, such Letter of Credit may continue outstanding for a period of time up to one year past  the Revolving Maturity Date.    (d) Participations. By the issuance of a Letter of Credit (or an amendment to a  Letter of Credit increasing the amount thereof) and without any further action on the part of the  applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and  each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit  equal to such Lender’s Applicable Adjusted 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, in the  currency of the applicable LC Disbursement and for the account of the respective Issuing Bank,  such Lender’s Applicable Adjusted Percentage of each LC Disbursement made by such Issuing  Bank and not reimbursed by the applicable Borrower on the date due as provided in Section  2.04(e) below, or of any reimbursement payment required to be refunded to the applicable  Borrower for any reason, including after the Revolving Maturity Date. Each such payment shall  be made without any offset, abatement, withholding or reduction whatsoever. 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  Revolving Commitments.    (e) Reimbursement. If an Issuing Bank shall make any LC Disbursement in  respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement in  the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to  such LC Disbursement not later than 12:00 noon, Local Time, on the Business Day immediately  following the day that such Borrower receives such notice; provided that a Borrower may,  subject to the conditions to borrowing set forth herein, request that such payment be financed, if  





 






NAI- 1523617476v560    applicable given the currency of the LC Disbursement, with an Advance or Swingline Advance,  at the option of such Borrower, in an equivalent amount and, to the extent so financed, such  Borrower’s obligation to make such payment shall be discharged and replaced by the resulting  Advance or Swingline Advance. If a Borrower fails to make such payment when due, such  amount, if denominated in an Alternative Currency shall be converted to Dollars and shall bear  interest at the Base Rate plus the Applicable Margin and the Administrative Agent shall notify  each Lender of the applicable LC Disbursement, the payment then due from such Borrower in  respect thereof and such Lender’s Applicable Adjusted Percentage thereof. Promptly following  receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Adjusted  Percentage of the payment then due from such Borrower, and the Administrative Agent shall  promptly pay to the respective Issuing Bank the amounts so received by it from the Lenders.  Promptly following receipt by the Administrative Agent of any payment from a Borrower  pursuant to this paragraph, the Administrative Agent shall distribute such payment to the  respective Issuing Bank or, to the extent that Lenders have made payments pursuant to this  paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their  interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an  Issuing Bank for any LC Disbursement (other than the funding of an Advance or a Swingline  Advance as contemplated above) shall not constitute an Advance and shall not relieve such  Borrower of its obligation to reimburse such LC Disbursement.    (f) Obligations Absolute. Each Borrower’s obligation 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 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  respective 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, the applicable Borrower’s obligations hereunder. None of the Administrative Agent, the  Lenders or the Issuing Banks, or 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, any error in translation or any consequence arising from  causes beyond the control of the respective Issuing Bank. The foregoing provisions of this  Section 2.04(f) shall not be construed to excuse an Issuing Bank from liability to a Borrower to  the extent of any direct damages (as opposed to consequential damages, claims in respect of  which are hereby waived by each Borrower and, in consideration of accepting the benefit of such  Letter of Credit, any applicable Subsidiary for whom such Letter of Credit is issued to the extent  permitted by applicable law) suffered by such Borrower and any applicable Subsidiary that are  caused by such Issuing Bank’s failure to exercise care when determining whether drafts and  other documents presented under a Letter of Credit comply with the terms thereof. The parties  





 






NAI- 1523617476v561    hereto expressly agree that, in the absence of bad faith, gross negligence or willful misconduct  on the part of an Issuing Bank (as finally determined by a court of competent jurisdiction), the  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, an Issuing Bank may, in its sole discretion, either accept and make payment  upon such documents without responsibility for further investigation, regardless of any notice or  information to the contrary, or refuse to accept and make payment upon such documents if such  documents are not in strict compliance with the terms of such Letter of Credit.    (g) Disbursement Procedures. The Issuing Bank for any Letter of Credit shall,  within the time allowed by applicable law or the specific terms of such Letter of Credit following  its receipt thereof, examine all documents purporting to represent a demand for payment under  such Letter of Credit. Such Issuing Bank shall promptly after such examination notify the  Administrative Agent and the applicable Borrower in writing of such demand for payment and  whether such 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 and  any applicable Subsidiary of their obligation to reimburse such Issuing Bank and the Lenders  with respect to any such LC Disbursement.    (h) Interim Interest. If the Issuing Bank for any Letter of Credit shall make  any LC Disbursement, then, unless the applicable Borrower or the applicable Subsidiary 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 such Borrower and/or the applicable  Subsidiary reimburses such LC Disbursement, at the rate per annum (i) in the case of LC  Disbursements made in Dollars, and at all times following the conversion to Dollars of an LC  Disbursement made in an Alternative Currency pursuant to Section 2.04(e) above, at the rate per  annum then applicable to Base Rate Advances and (ii) in the case of LC Disbursements made in  an Alternative Currency, and at all times prior to their conversion to Dollars pursuant to Section  2.04(e) above, at a rate determined in a customary manner in good faith by the Issuing Bank for  short term Advances in such Alternative Currency; provided that, if a Borrower or any applicable  Subsidiary fails to reimburse such LC Disbursement when due pursuant to Section 2.04(e)  above, then Section 2.09(b) shall apply. Interest accrued pursuant to this paragraph shall be for  the account of such Issuing Bank, except that interest accrued on and after the date of payment  by any Lender pursuant to Section 2.04(e) above to reimburse such Issuing Bank for such LC  Disbursement shall be for the account of such Lender to the extent of such payment.    (i) Replacement of the Issuing Bank. An Issuing Bank may be replaced at  any time by a Borrower with another Lender by a written agreement reasonably satisfactory to  the applicable Borrower, 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  2.06(c). From and after the effective date of any such replacement, (i) the successor Issuing Bank  shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with  respect to Letters of Credit to be issued by it thereafter and (ii) references herein to the term  “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to  





 






NAI- 1523617476v562    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 or extend or otherwise amend any existing Letter of Credit.    (j) Cash Collateralization. If any Event of Default under Section 6.01(a) or  Section 6.01(e) shall occur and be continuing, not later than the third Business Day after a  Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the  maturity of the Advances 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, such Borrower (with respect to any Letters of Credit issued for its account only  (including for the avoidance of doubt any Letter of Credit issued for a Subsidiary in respect of  which such Borrower is obligated)) shall deposit in an account with the Administrative Agent, in  the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal  to 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 such Borrower with  respect to any Letters of Credit issued for its account described in Section 6.01(e). 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 the applicable  Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on  such investments shall accumulate in such account. Moneys in such account shall be applied by  the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has  not been reimbursed, together with related fees, costs and customary processing charges, 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 Advances 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 of the Borrowers  under this Agreement. If a Borrower is required to provide an amount of cash collateral  hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not  applied as aforesaid) shall be returned to the applicable Borrower or applicable Subsidiary within  three Business Days after all such Events of Default have been cured or waived.    (k) Additional Issuing Banks. From time to time, a Borrower may designate  other Lenders that agree (in their sole discretion) to act in such capacity and are reasonably  satisfactory to the Administrative Agent and the Borrowers as Issuing Banks. Each such  additional Issuing Bank shall execute such agreements reasonably requested by the  Administrative Agent and shall thereafter be an Issuing Bank hereunder for all purposes. A  Borrower may withdraw any such designation at any time (with respect to an Issuing Bank added  pursuant to this Section 2.04(k)). After an Issuing Bank’s designation is withdrawn hereunder,  such Issuing Bank shall remain a party hereto and shall continue to have all the rights and  





 






NAI- 1523617476v563    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.    (l) Reporting. Unless otherwise requested by the Administrative Agent, each  Issuing Bank shall report in writing to the Administrative Agent (i) on the first Business Day of  each week and the first Business Day of each fiscal quarter of the Reporting Entity, the aggregate  face amount of Letters of Credit issued by it and outstanding as of the last Business Day of the  preceding week or the preceding fiscal quarter of the Reporting Entity, as applicable, (ii) on or  prior to each Business Day on which such Issuing Bank expects to issue, amend, renew or extend  any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the  aggregate face amount of the Letters of Credit to be issued, amended, renewed or extended by it  and outstanding after giving effect to such issuance, amendment, renewal or extension occurred  (and whether the amount thereof changed), (iii) on each Business Day on which such Issuing  Bank makes any LC Disbursement, the date of such LC Disbursement and the amount of such  LC Disbursement and (iv) on any other Business Day, such other information as the  Administrative Agent shall reasonably request.    (m) Existing Letters of Credit. Upon the Closing Date, all Existing Letters of  Credit shall be deemed to have been issued under this Agreement on the Closing Date and to be  outstanding as Letters of Credit under this Agreement.    SECTION 2.05 [Reserved].    SECTION 2.06 Fees. (a) Facility Fee. The Reporting Entity agrees to pay  or cause to be paid, to the Administrative Agent for the account of each Lender holding  Revolving Commitments (other than a Defaulting Lender for such time as such Lender is a  Defaulting Lender, except with respect to fees for amounts under the Revolving Commitments  actually funded by such Defaulting Lender) a facility fee (collectively, the “Facility Fees”) in an  amount equal to the rate per annum set forth under the heading “Facility Fee” in the definition of  “Applicable Margin” of the daily aggregate Revolving Commitments (drawn or undrawn) of  such Lender, commencing on the Closing Date in arrears on the last Business Day of each  March, June, September and December and upon the termination in full of the Revolving  Commitments. Facility Fees will be calculated on the basis of a 360-day year and actual days  elapsed.    (b) [Reserved].    (c) Letter of Credit Fees. Each Borrower agrees to pay (i) to the  Administrative Agent for the account of each Revolving Lender a participation fee with respect  to its participations in each outstanding Letter of Credit issued for the account or at the request of  such Borrower, which shall accrue on the daily maximum amount then available to be drawn  under such Letter of Credit at the same Applicable Margin used to determine the interest rate  applicable to Eurocurrency Rate Advances, during the period from and including the Closing  Date to but excluding the later of the date on which such Lender’s Revolving Commitment  terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each  Issuing Bank for its own account a fronting fee with respect to each Letter of Credit issued by  such Issuing Bank, which shall accrue at the rate of 0.125% per annum on the daily maximum  amount then available to be drawn under such Letter of Credit, during the period from and  





 






NAI- 1523617476v564    including the Closing 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 with respect to Letters  of Credit issued by such Issuing Bank, as well as such Issuing Bank’s standard fees with respect  to the administration, issuance, amendment, payment, negotiation or extension of any Letter of  Credit issued for the account or at the request of such Borrower, and other processing fees, and  other standard costs and charges of such Issuing Bank relating to Letters of Credit as from time  to time in effect. 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 15th day of the  month immediately following such last day, commencing on the first such date to occur after the  Closing Date; provided that all such fees shall be payable on the date on which the Commitments  terminate and any such fees accruing after the date on which the 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).    (d) [Reserved].    (e) Additional Fees. The Reporting Entity shall, without duplication to the  fees referred to above in Section 2.06(a) and (c), pay, or cause to be paid, to the Administrative  Agent, the Joint Lead Arrangers and the Lenders for their account (or that of their applicable  Affiliate) such fees as may from time to time be agreed between any of the Consolidated Group  and the Administrative Agent, the Joint Lead Arrangers and/or the Lenders, including, for the  avoidance of doubt, pursuant to the Fee Letter.    SECTION 2.07 Termination or Reduction of the Commitments.    (a) Mandatory Reduction or Termination. Unless previously terminated, the  Revolving Commitments shall terminate in full on the Revolving Maturity Date. Any  termination or reduction of the Commitments shall be permanent. The foregoing shall not excuse  any Defaulting Lender from liability for a failure to fund its Commitment.    (b) Voluntary Reduction or Termination. A Borrower may, upon notice to the  Administrative Agent, terminate any of the Commitments, or from time to time permanently  reduce any of the Commitments; provided that (x) any such notice shall be received by the  Administrative Agent not later than 1:00 P.M. (New York City time) (or such later time as the  Administrative Agent may agree in its discretion) on the date of termination or reduction, and (y)  any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple  of $1,000,000 in excess thereof. The Administrative Agent will promptly notify the applicable  Lenders of any such notice of termination or reduction of any of the Commitments. Any  reduction of any of the Commitments shall be applied to the Commitments of each Lender  according to its proportional share of such Commitments prior to the reduction. All Facility Fees  accrued until the effective date of any termination of any of the Commitments shall be paid on  the effective date of such termination.    (c) Defaulting Lender Commitment Reductions. A Borrower may terminate  the unused amount of the Commitments of any Lender that is a Defaulting Lender upon not less  than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify  





 






NAI- 1523617476v565    the Lenders thereof), it being understood that notwithstanding such Commitment termination, the  provisions of Section 2.20(d) will continue to apply to all amounts thereafter paid by any  applicable Borrower for the account of such Defaulting Lender under this Agreement (whether  on account of principal, interest, fees, indemnity or other amounts); provided that such  termination shall not be deemed to be a waiver or release of any claim any of the Borrowers, the  Administrative Agent or any Lender may have against such Defaulting Lender.    SECTION 2.08 Repayment of Advances. Each Borrower shall repay (i) to  the Administrative Agent for the benefit of the Revolving Lenders on the Revolving Maturity  Date the aggregate principal amount of the Revolving Advances for the account of such  Borrower outstanding on such date; and (ii) to each Swingline Lender the then unpaid principal  amount of each Swingline Advance made by such Swingline Lender to such Borrower on the  earlier of the Revolving Maturity Date and the date 5 Business Days after such Swingline  Advance is made or such other date agreed to between the applicable Borrower and the  applicable Swingline Lender.    SECTION 2.09 Interest on Advances. (a) Scheduled Interest. Each  Borrower shall pay interest on the unpaid principal amount of each Advance made to it from the  date of such Advance until such principal amount shall be paid in full, at the following rates per  annum:    (i) Base Rate Advances. During such periods as such Advance is a  Base Rate Advance, a rate per annum equal at all times to the sum of (A) the Base Rate  in effect from time to time and (B) the Applicable Margin, payable in arrears quarterly on  the last Business Day of each March, June, September and December, during such  periods and on the date such Advances are paid in full.    (ii) Eurocurrency Rate Advances. During such periods as such  Advance is a Eurocurrency Rate Advance, a rate per annum equal at all times during each  Interest Period for such Advance to the sum of (A) the Eurocurrency Rate for such  Interest Period for such Advance, and (B) the Applicable Margin, payable in arrears on  the last day of such Interest Period and, if such Interest Period has a duration of more  than three months, on each day that occurs during such Interest Period every three months  from the first day of such Interest Period and on the date such Eurocurrency Rate  Advance shall be Converted or paid in full.    (iii) Swingline Advances. Swingline Advances shall accrue interest as  set forth in Section 2.03.    (iv) RFR Advances. Each RFR Advance shall bear interest at a rate per  annum equal to the applicable Adjusted Daily Simple RFR plus the Applicable Margin,      (b) Default Interest. Upon the occurrence and during the continuance of an  Event of Default pursuant to Section 6.01(a), the Administrative Agent shall, upon the request of  the Required Lenders, require each Borrower to pay interest (“Default Interest”), which amount  shall accrue as of the date of occurrence of the Event of Default, on (i) amounts that are overdue  from such Borrower, payable in arrears on the dates referred to in Section 2.09(a)(i), 2.09(a)(ii)  payable in arrears on each RFR Interest Payment Date for such Advances.  





 






NAI- 1523617476v566    or 2.09(a)(iii), at a rate per annum equal at all times to 2% per annum above the rate per annum  required to be paid on such overdue amount pursuant to Section 2.09(a)(i), 2.09(a)(ii) or  2.09(a)(iii) and (ii) to the fullest extent permitted by law, the amount of any interest, fee or other  amount payable hereunder by such Borrower that is not paid when due, from the date such  amount shall be due until such amount shall be paid in full, payable in arrears on the date such  amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per  annum above the rate per annum required to be paid on Base Rate Advances for the account of  such Borrower pursuant to Section 2.09(a)(i), or in the case of amounts due in an Alternative  Currency, at a rate for short term borrowings of such Alternative Currency determined in a  customary manner in good faith by the Administrative Agent, provided, however, that following  acceleration of the Advances for the account of such Borrower pursuant to Section 6.01, Default  Interest shall accrue and be payable hereunder whether or not previously required by the  Administrative Agent.    SECTION 2.10 Interest Rate Determination. (a) Subject to clauses (e) to  (h) of this Section 2.10, the Administrative Agent shall give prompt notice to the applicable  Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent  for purposes of Section 2.09(a)(i) or 2.09(a)(ii).    (b) If, with respect to any Eurocurrency Rate Advances, (i) the Administrative  Agent shall have determined (which determination shall be conclusive and binding absent  demonstrable error) that adequate and reasonable means (including, without limitation, by means  of an Interpolated Rate or because the Relevant Screen Rate is not available or published on a  current basis) do not exist for ascertaining the Eurocurrency Rate for such Interest Period for the  applicable Agreed Currency; provided that no Benchmark Transition Event shall have occurred  at such time, or (ii) the Required Lenders notify the Administrative Agent that (x) they are  unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (at  the applicable Local Time) on the second Business Day before (or in the case of Borrowings in  Sterling, Canadian Dollars and Australian Dollars, on the Business Day of) the making of a  Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing  during its Interest Period or (y) the Eurocurrency Rate for the applicable Agreed Currency and  such Interest Period for such Advances will not adequately and fairly reflect the cost to the  Required Lenders of making, funding or maintaining their respective Eurocurrency Rate  Advances for the applicable Agreed Currency and such Interest Period, the Administrative Agent  shall forthwith so notify the applicable Borrower and the Lenders, whereupon (A) until the  Administrative Agent shall notify the applicable Borrower and the Lenders that the  circumstances causing such suspension no longer exist, such Borrower will, on the last day of the  then existing Interest Period therefor (or the next succeeding Business Day if such day is not a  Business Day), (x) in the case of Dollar denominated Advances, (i) prepay such Advances, (ii)  Convert such Advances into Base Rate Advances and (y) in the case of Alternative Currency  denominated Advances, (i) prepay such Advances, (ii) solely for the purpose of calculating the  interest rate applicable to such Advances, deem such Alternative Currency denominated  Advances to be Dollar denominated Eurocurrency Rate Advances, if available, and such  Alternative Currency denominated Advances shall accrue interest at the same interest rate  applicable to Dollar denominated Eurocurrency Rate Advances at such time, if available, or (iii)  consent to the maintenance of such Advances at a rate for short term borrowings of the  applicable Alternative Currency determined in a customary manner in good faith by the  Administrative Agent and (B) the obligation of the Lenders to make, or to Convert Dollar  





 






NAI- 1523617476v567    denominated Advances into, Eurocurrency Rate Advances shall be suspended, and any  applicable Alternative Currency denominated Advances shall be made and maintained at a rate  for short term borrowings of such Alternative Currency determined in a customary manner in  good faith by the Administrative Agent, until the Administrative Agent shall notify the  applicable Borrower and the Lenders that the circumstances causing such suspension no longer  exist.    (c) If a Borrower shall fail to select the duration of any Interest Period for any  Eurocurrency Rate Advances made to such Borrower in accordance with the provisions  contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will  forthwith so notify such Borrower and the Lenders and such Eurocurrency Rate Advances will  automatically, on the last day of the then existing Interest Period therefor, continue as  Eurocurrency Rate Advances with an Interest Period of one month, or in the case of  Eurocurrency Rate Advances denominated in Alternative Currency, automatically Convert to a  new Eurocurrency Rate Advance with an Interest Period of one month’s duration.    (d) [Reserved].    (d) If, with respect to any RFR Advances (i) the Administrative Agent shall  have determined (which determination shall be conclusive and binding absent demonstrable  error), at any time, that adequate and reasonable means do not exist for ascertaining the  applicable Adjusted Daily Simple RFR, Daily Simple RFR or RFR for the applicable Agreed  Currency, or (ii) the Required Lenders notify the Administrative Agent that, at any time, the  applicable Adjusted Daily Simple RFR for the applicable Agreed Currency will not adequately  and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Advances  (or its Advance) included in such Borrowing for the applicable Agreed Currency, then the  Administrative Agent shall forthwith so notify the applicable Borrower and the Lenders and,  until (x) the Administrative Agent notifies the applicable Borrower and the Lenders that the  circumstances giving rise to such notice no longer exist and (y) the applicable Borrower delivers  a new Notice of Borrowing (or notice of Conversion or continuation, as applicable), any Notice  of Borrowing (or notice of Conversion or continuation, as applicable) that requests an RFR  Borrowing, or the Conversion of any Borrowing to, or continuation of any Borrowing as, an RFR  Borrowing, in each case, for the relevant Benchmark, shall be ineffective. Furthermore, if any  RFR Advance in any Agreed Currency is outstanding on the date of the Borrower’s receipt of the  notice from the Administrative Agent referred to in this Section 2.10(d) with respect to a  Relevant Rate applicable to such RFR Advance, then from the date of such notice until (x) the  Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances  giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the  applicable Borrower delivers a new Notice of Borrowing (or notice of Conversion or    shall bear interest at the Central Bank Rate for the applicable Alternative Currency plus the CBR  Spread; provided that, if the Administrative Agent determines (which determination shall be  conclusive and binding absent demonstrable error) that the Central Bank Rate cannot be  determined, any outstanding affected RFR Advances, at the applicable Borrower’s election, shall  either (A) be converted into Base Rate Advances denominated in Dollars (in an amount equal to  the Dollar Equivalent of such Alternative Currency) immediately or (B) be prepaid in full    immediately.  continuation, as applicable) in accordance with the terms of Section 2.02, any RFR Advance  





 






NAI- 1523617476v568    (e) Notwithstanding anything to the contrary herein or in any other Loan  Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its  related Benchmark Replacement Date have occurred prior to the Reference Time in respect of  any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined  in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such  Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for  all purposes hereunder and under any Loan Document in respect of such Benchmark setting and  subsequent Benchmark settings without any amendment to, or further action or consent of any  other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement  is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for  such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark  for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at  or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of  such Benchmark Replacement is provided to the Lenders without any amendment to, or further  action or consent of any other party to, this Agreement or any other Loan Document so long as  the Administrative Agent has not received, by such time, written notice of objection to such  Benchmark Replacement from Lenders comprising the Required Lenders.    (f) 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  or any other Loan Document.    (g) The Administrative Agent will promptly notify the Borrowers and the  Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event,  a Term ESTR Transition Event, a Term TONA 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, (iv) the removal or reinstatement of any tenor of  a Benchmark pursuant to paragraph (i) below and (v) the commencement or conclusion of any  Benchmark Unavailability Period.  Any determination, decision or election that may be made by  the Administrative Agent or Lenders pursuant to this Section 2.10, 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 reasonable  discretion and without consent from any other party hereto, except, in each case, as expressly  required pursuant to this Section 2.10.    (h) Notwithstanding anything to the contrary herein or in any other Loan  Document and subject to the proviso below in this paragraph, (x) with respect to Dollar  denominated Advances, if a Term SOFR Transition Event and its related Benchmark  Replacement Date, (y) with respect to Euro denominated Advances, if a Term ESTR Transition  Event and its related Benchmark Replacement Date, or (z) with respect to Japanese Yen  denominated Advances, if a Term TONA Transition Event and its related Benchmark  Replacement Date, as applicable, have occurred prior to the Reference Time in respect of any  setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace  the then-current Benchmark for all purposes hereunder or under any Loan Document in respect  





 






NAI- 1523617476v569    of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or  further action or consent of any other party to, this Agreement or any other Loan Document;  provided that, this clause (h) shall not be effective unless the Administrative Agent has delivered  to the Lenders and the Borrowers a Term SOFR Notice, a Term ESTR Notice or a Term TONA  Notice, as applicable.    (i) Notwithstanding anything to the contrary herein or in any other Loan  Document, at any time (including in connection with the implementation of a Benchmark  Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR, Term  ESTR, Term TONA, LIBO Rate, EURIBOR Rate or TIBOR Rate) and either (A) any tenor for  such Benchmark is not displayed on a screen or other information service that publishes such  rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B)  the regulatory supervisor for the administrator of such Benchmark has provided a  public  statement or publication of information announcing that any tenor for such Benchmark is or will  be no longer representative, then the Administrative Agent may modify the definition of “Interest  Period” for any Benchmark settings at or after such time to remove such unavailable or non-  representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is  subsequently displayed on a screen or information service for a Benchmark (including a  Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or  will no longer be representative for a Benchmark (including a Benchmark Replacement), then  the Administrative Agent may modify the definition of “Interest Period” for all Benchmark  settings at or after such time to reinstate such previously removed tenor.    (j) Upon any Borrower’s receipt of notice of the commencement of a Benchmark  Unavailability Period, (I) such Borrower may revoke any request for a conversion to or  continuation of Eurocurrency Rate Advances to be made, converted or continued during any  Benchmark Unavailability Period and, failing that, either (x) such Borrower will be deemed to  have converted any request for a Eurocurrency Rate Advance denominated in Dollars into a  request for a conversion to Base Rate Advances or (y) for any Eurocurrency Rate Advance  denominated in an Alternative Currency, at the option of such Borrower, (1) such Borrower shall  have consented to the maintenance of such Advance at a rate for short term borrowings of the  applicable Alternative Currency determined in a customary manner in good faith by the  Administrative Agent, (2) solely for the purpose of calculating the interest rate applicable to such  Advance, such Advance shall be deemed to be a Eurocurrency Rate Advance denominated in  Dollars, if available, and such Alternative Currency denominated Advance shall accrue interest  at the same interest rate applicable to Eurocurrency Rate Advances denominated in Dollars at  such time, if available or (3) such Advance shall be ineffective and (II) such Borrower may  revoke any request for a conversion to or continuation of RFR Advances to be made, converted  or continued during any Benchmark Unavailability Period and, failing that, any RFR Borrowing  denominated in an Alternative Currency shall be ineffective. During any Benchmark  Unavailability Period or at any time that a tenor for the then-current Benchmark is not an  Available Tenor, the component of the Base Rate based upon the then-current Benchmark or  such tenor for such Benchmark, as applicable, will not be used in any determination of Base  Rate. Furthermore, if any Eurocurrency Rate Advance or RFR Advance in any Agreed Currency  is outstanding on the date of any Borrower’s receipt of notice of the commencement of a  Benchmark Unavailability Period with respect to such Eurocurrency Rate Advance or RFR  Advance, then until such time as a Benchmark Replacement for such Agreed Currency is  implemented pursuant to this Section 2.10, (xA) if such Eurocurrency Ratefor Advances is  





 






NAI- 1523617476v570    Alternative Currency, at the applicable Borrower’s election, shall either (i) be converted into  denominated in Dollars, thenany Eurocurrency Rate Advance shall on the last day of the Interest  Period applicable to such Advance (or the next succeeding Business Day if such day is not a  Business Day), such Advance shall be converted by the Administrative Agent to, and shall  constitute, a Base Rate Advance denominated in Dollars orand (yB) if suchfor Advances  denominated in an Alternative Currency, (1) any Eurocurrency Rate Advance is denominated in  any Alternative Currency, thenshall, on the last day of the Interest Period applicable to such  Advance (or the next succeeding Business Day if such day is not a Business Day), at the option  of suchthe applicable Borrower, such Advance shall be (i) prepaid, (ii) solely for the purpose of  calculating the interest rate applicable to such Advance, deemed to be a Eurocurrency Rate  Advance denominated in Dollars, if available, and such Eurocurrency Rate Advance shall accrue  interest at the same interest rate applicable to Eurocurrency Rate Advances denominated in  Dollars at such time, if available, or (iii) maintained at a rate for short term borrowings of the  applicable Alternative Currency determined in a customary manner in good faith by the  Administrative Agent as consented to by such Borrower. and (2) any RFR Advance shall bear  interest at the Central Bank Rate for the applicable Alternative Currency plus the CBR Spread;  provided that, if the Administrative Agent determines (which determination shall be conclusive  and binding absent manifest error) that the Central Bank Rate for the applicable Alternative  Currency cannot be determined, any outstanding affected RFR Advances denominated in any  Base Rate Advances denominated in Dollars (in an amount equal to the Dollar Equivalent of        (k) Upon the occurrence and during the continuance of any Event of Default,  upon the written election of the Required Lenders, (i) each Eurocurrency Rate Advance  denominated in Dollars will, on the last day of the then existing Interest Period therefor, be  Converted into a Base Rate Advance, (ii) each Eurocurrency Rate Advance denominated in any  Alternative Currency will, on the last day of the then existing Interest Period therefor, solely for  the purpose of calculating the interest rate applicable to such Advances, be deemed to be a Base  Rate Advance denominated in Dollars and shall accrue interest at the same interest rate  applicable to Base Rate Advances and (iii) the obligation of the Lenders to make, or to Convert  Dollar denominated Advances into, Eurocurrency Rate Advances shall be suspended.    SECTION 2.11 Optional Conversion of Advances. Each Borrower may on  any Business Day, upon notice given to the Administrative Agent not later than 10:00 A.M.  (New York City time) on the third Business Day prior to the date of the proposed Conversion (or  in the case of a Conversion into Base Rate Advances, the Business Day prior) and subject to the  provisions of Sections 2.10 and 2.14, Convert Advances denominated in Dollars made to such  Borrower of one Type comprising the same Borrowing into Advances of the other Type;  provided, however, that any Conversion of Eurocurrency Rate Advances into Base Rate  Advances made on a date other than on the last day of an Interest Period for such Eurocurrency  Rate Advances, shall be subject to any amounts owing pursuant to Section 9.04(c), any  Conversion of Base Rate Advances into Eurocurrency Rate Advances shall be in an Applicable  Minimum Amount and no Conversion of any Advances shall result in more separate Borrowings  than permitted under Section 2.02(b). Each such notice of a Conversion shall, within the  restrictions specified above, specify (i) the date of such Conversion (which shall be a Business  Day), (ii) the Advances to be Converted, and (iii) if such Conversion is into Eurocurrency Rate  such Alternative Currency) immediately or (ii) be prepaid in full immediately.  





 






NAI- 1523617476v571    Advances, the duration of the initial Interest Period for each such Advance. Each notice of  Conversion shall be irrevocable and binding on the applicable Borrower giving such notice.    SECTION 2.12 Optional and Mandatory Prepayments of Advances. (a) A  Borrower may, upon written notice to the Administrative Agent stating the proposed date and  aggregate principal amount of the proposed prepayment, (i) given not later than 10:00 A.M.  (New York City time) on the date (which date shall be a Business Day) of such proposed  prepayment, in the case of a Borrowing consisting of Base Rate Advances, and(ii) given not later  than 10:00 A.M. (Local Time) at least two Business Days prior to the date (which date shall be a  Business Day) of such proposed prepayment, in the case of a Borrowing consisting of  Eurocurrency Rate Advances and (iii) given not later than 11:00 a.m. (New York City time) at  least four RFR Business Days prior to the date (which date shall be a Business Day) of such  proposed prepayment, in the case of a Borrowing consisting of RFR Advances, and if such  notice is given, such Borrower shall prepay the outstanding principal amount of the Advances  comprising part of the same Borrowing made to such Borrower in whole or ratably in part, and in  the case of any Eurocurrency Rate Advances or RFR Advances, together with accrued interest to  the date of such prepayment on the principal amount prepaid; provided, however, that (i) each  partial prepayment shall be in an aggregate principal amount of the Applicable Minimum  Amount and, (ii) if any prepayment of a Eurocurrency Rate Advance is made on a date other than  the last day of an Interest Period for such Eurocurrency Rate Advance, such Borrower shall also  pay any amount owing pursuant to Section 9.04(c) and (iii) if any prepayment of an RFR  Advance is made on a date other than on the RFR Interest Payment Date applicable thereto, such  Borrower shall also pay any amount owing pursuant to Section 9.04(d); and provided, further,  that, subject to clause (ii) of the immediately preceding proviso, any such notice may state that  such notice is conditioned upon the effectiveness of other credit facilities or the consummation  of a specific transaction, in which case such notice may be revoked by such Borrower if such  condition is not satisfied.    (b) In the event and on such occasion that (i) the Dollar Equivalent of any  Lender’s Revolving Credit Exposure exceeds such Lender’s Revolving Commitment, (ii) the  Dollar Equivalent of the Aggregate Revolving Credit Exposure of all Lenders exceeds the  aggregate Revolving Commitment of all Lenders available at such time for extensions of credit,  (iii) the Dollar Equivalent of the Aggregate Revolving Credit Exposure denominated in  Alternative Currencies exceeds the Alternative Currency Sublimit, (iv) the Dollar Equivalent of  the Swingline Exposure of a Swingline Lender exceeds such Swingline Lender’s Revolving  Commitment or Swingline Commitment or (v) the Dollar Equivalent of the LC Exposure  attributable to Letters of Credit issued by an Issuing Bank exceeds such Issuing Bank’s LC  Commitment, each Borrower shall, not later than one Business Day after written notice from the  Administrative Agent of such circumstances (which notice shall include a reasonably detailed  calculation of such excess), prepay the Borrowings made by it (or as applicable with respect to  Letters of Credit, cash collateralize such Letters of Credit) in an aggregate amount and in such  currencies, as applicable, necessary to eliminate the proportionate share of such excess  attributable to the Borrowings made by such Borrower.    (c) All prepayments of Advances pursuant to this Section 2.12 will be without  premium or penalty, other than compensation for breakage costs incurred by the Lenders in the  case of Eurocurrency Rate Advances and RFR Advances.  





 






NAI- 1523617476v572    SECTION 2.13 Increased Costs. (a) If, due to either (i) the introduction of  or any change in or in the interpretation of any law or regulation or (ii) the compliance with any  directive, guideline or request from any central bank or other governmental authority including,  without limitation, any agency of the European Union or similar monetary or multinational  authority (whether or not having the force of law), in each case after the date hereof (or with  respect to any Lender or Issuing Bank (or the Administrative Agent), if later, the date on which  such Lender or Issuing Bank (or the Administrative Agent) becomes a Lender or Issuing Bank  (or the Administrative Agent), as applicable), there shall be any increase in the cost to any  Lender, Issuing Bank or the Administrative Agent of agreeing to make or making, funding or  maintaining Advances or any Letter of Credit or participation therein (excluding for purposes of  this Section 2.13 any such increased costs resulting from (i) Taxes as to which such Lender or  Issuing Bank is indemnified under Section 2.16, (ii) Excluded Taxes or (iii) Other Taxes), then  the Reporting Entity shall from time to time, upon demand by such Lender, Issuing Bank or the  Administrative Agent (with a copy of such demand to the Administrative Agent, if applicable),  pay or cause to be paid to the Administrative Agent for the account of such Lender or Issuing  Bank (or for its own account, if applicable) additional amounts sufficient to compensate such  Lender, Issuing Bank or the Administrative Agent for such increased cost. A certificate  describing such increased costs in reasonable detail delivered to the Reporting Entity shall be  conclusive and binding for all purposes, absent demonstrable error.    (b) If any Lender or Issuing Bank reasonably determines that compliance with  any law or regulation or any directive, guideline or request from any central bank or other  governmental authority including, without limitation, any agency of the European Union or  similar monetary or multinational authority (whether or not having the force of law), in each case  promulgated or given after the date hereof (or with respect to any Lender or Issuing Bank, if  later, the date on which such Lender or Issuing Bank becomes a Lender or Issuing Bank, as  applicable), affects or would affect the amount of capital, insurance or liquidity required or  expected to be maintained by such Lender or Issuing Bank or any corporation controlling such  Lender or Issuing Bank and that the amount of such capital, insurance or liquidity is increased by  or based upon the existence of such Lender or Issuing Bank’s commitment to lend or issue any  Letter of Credit (or any participations therein) hereunder and other commitments of this type, the  applicable Borrower shall, from time to time upon demand by such Lender or Issuing Bank (with  a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the  account of such Lender or Issuing Bank, additional amounts sufficient to compensate such  Lender or Issuing Bank or such corporation in the light of such circumstances, to the extent that  such Lender or Issuing Bank reasonably determines such increase in capital, insurance or  liquidity to be allocable to the existence of such Lender’s Advances, commitment to lend or  Letter of Credit (or participation therein) hereunder. A certificate as to such amounts submitted  to such Borrower and the Administrative Agent by such Lender or Issuing Bank shall be  conclusive and binding for all purposes, absent demonstrable error.    (c) Notwithstanding anything in this Section 2.13 to the contrary, for purposes  of this Section 2.13, (A) the Dodd Frank Wall Street Reform and Consumer Protection Act and  the rules and regulations issued thereunder or in connection therewith or in implementation  thereof, and (B) all requests, rules, guidelines and directions promulgated by the Bank for  International Settlements, the Basel Committee on Banking Supervision (or any similar or  successor agency, or the United States or foreign regulatory authorities, in each case, pursuant to  Basel III) shall be deemed to have been enacted following the date hereof (or with respect to any  





 






NAI- 1523617476v573    Lender or Issuing Bank, if later, the date on which such Lender or Issuing Bank becomes a  Lender or Issuing Bank); provided that no Lender or Issuing Bank shall demand compensation  pursuant to this Section 2.13(c) unless such Lender or Issuing Bank is making corresponding  demands on similarly situated borrowers in comparable credit facilities to which such Lender or  Issuing Bank is a party.    SECTION 2.14 Illegality. Notwithstanding any other provision of this  Agreement, (a) if any Lender shall notify the Administrative Agent that the introduction of or  any change in or in the interpretation of any law or regulation makes it unlawful, or any central  bank or other governmental authority, including without limitation, any agency of the European  Union or similar monetary or multinational authority, asserts that it is unlawful, for such Lender  or its Eurocurrency Lending Office to perform its obligations hereunder to make Eurocurrency  Rate Advances or to fund or maintain Eurocurrency Rate Advances hereunder, (i) each  Eurocurrency Rate Advance of such Lender will automatically, upon such notification, be  Converted into a Base Rate Advance and (ii) the obligation of such Lender to make  Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be  suspended until the Administrative Agent shall notify the Borrowers and such Lender that the  circumstances causing such suspension no longer exist and (b) if the circumstances described in  clause (a) shall have occurred and, if Lenders constituting the Required Lenders so notify the  Administrative Agent, (i) each Eurocurrency Rate Advance of each Lender will automatically,  upon such notification, Convert into a Base Rate Advance and (ii) the obligation of each Lender  to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances  shall be suspended until the Administrative Agent shall notify the Borrowers and each Lender  that the circumstances causing such suspension no longer exist. Notwithstanding any other  provision of this Agreement, if any of the circumstances set forth in clauses (a) or (b) above arise  with respect to Advances denominated in an Alternative Currency, such Alternative Currency  denominated Advances shall be made or maintained, as applicable, at a rate for short term  borrowings of such Alternative Currency determined in a customary manner in good faith by the  Administrative Agent.    SECTION 2.15 Payments and Computations. (a) Each Borrower shall  make each payment required to be made by it under this Agreement not later than 3:00 P.M.  (Local Time) on the day when due in Dollars (or (i) with respect to principal, LC Disbursements,  interest or breakage indemnity due in respect of Advances or Letters of Credit denominated in an  Alternative Currency, in such Alternative Currency and (ii) with respect to other payments  required to be made by it pursuant to Section 2.13 or 9.04 that are invoiced in a currency other  than Dollars, shall be payable in the currency so invoiced) to the Administrative Agent at the  Administrative Agent’s Office in same day funds, except that payments to be made directly to an  Issuing Bank or Swingline Lender as provided herein shall be made to such Issuing Bank or  Swingline Lender. The Administrative Agent will promptly thereafter cause to be distributed  like funds relating to the payment of principal or interest or facility fees ratably (other than  amounts payable pursuant to Section 2.02(c), 2.13, 2.14, 2.16, 2.17 or, 9.04(c) or 9.04(d)) to the  Lenders for the account of their respective Applicable Lending Offices, and like funds relating to  the payment of any other amount payable to any Lender to such Lender for the account of its  Applicable Lending Office, in each case to be applied in accordance with the terms of this  Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the  information contained therein in the Register pursuant to Section 9.07(f), from and after the  effective date specified in such Assignment and Acceptance, the Administrative Agent shall  





 






NAI- 1523617476v574    make all payments hereunder in respect of the interest assigned thereby to the assignor for  amounts which have accrued to but excluding the effective date of such assignment and to the  assignee for amounts which have accrued from and after the effective date of such assignment.  All payments to be made by the Borrowers shall be made without condition or deduction for any  counterclaim, defense, recoupment or setoff.    (b) Each Borrower hereby authorizes each Lender, if and to the extent  payment owed to such Lender by such Borrower is not made when due hereunder, to charge from  time to time against any or all of such Borrower’s accounts with such Lender any amount so due,  unless otherwise agreed between such Borrower and such Lender.    (c) All computations of interest based on the Base Rate when the Base Rate is  based on the “prime rate” or with respect to any Advances denominated in Sterling, Canadian  Dollars and Australian Dollars shall be made by the Administrative Agent on the basis of a year  of 365 days or, other than with respect to Sterling, Canadian Dollars and Australian Dollars, 366  days, as the case may be, and all other computations of interest based on the Base Rate,  Eurocurrency Rate (other than with respect to any Advances denominated in Sterling, Canadian  Dollars or Australian Dollars), RFR (other than with respect to any Advances denominated in  Sterling), or the Federal Funds Rate, and of facility fees shall be made by the Administrative  Agent on the basis of a year of 360 days, in each case for the actual number of days (including  the first day but excluding the last day) occurring in the period for which such interest or such  fees are payable. Each determination by the Administrative Agent of an interest rate hereunder  shall be conclusive and binding for all purposes, absent demonstrable error.    (d) Whenever any payment hereunder shall be stated to be due on a day other  than a Business Day, such payment shall be made on the next succeeding Business Day, and  such extension of time shall in such case be included in the computation of payment of interest  or commitment fee, as the case may be; provided, however, that, if such extension would cause  payment of interest on or principal of Eurocurrency Rate Advances1 to be made in the next  following calendar month, such payment shall be made on the immediately preceding Business  Day.    (e) Unless the Administrative Agent shall have received written notice from a  Borrower prior to the date on which any payment is due to the Lenders hereunder that such  Borrower will not make such payment in full, the Administrative Agent may assume that the  Borrower has made such payment in full to the Administrative Agent on such date and the  Administrative Agent may, in reliance upon such assumption, cause to be distributed to each  Lender on such due date an amount equal to the amount then due such Lender. If and to the  extent the Borrower shall not have so made such payment in full to the Administrative Agent,  each Lender shall repay to the Administrative Agent, following prompt notice thereof, forthwith  on demand such amount distributed to such Lender, together with interest thereon, for each day  from the date such amount is distributed to such Lender until the date such Lender repays such  amount to the Administrative Agent, at the Federal Funds Rate, or in the case of amounts in an          1 NTD: RFR Advances would be governed by the general rule on payment dates at the beginning  of this sentence.    





 






NAI- 1523617476v575   Alternative Currency, at a rate for short term borrowings of such Alternative Currency  determined in a customary manner in good faith by the Administrative Agent.    (f) If at any time insufficient funds are received by and available to the  Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements,  interest and fees then due hereunder, such funds shall be applied towards payment of the  amounts then due hereunder ratably among the parties entitled thereto, in accordance with the  amounts then due to such parties.    SECTION 2.16 Taxes. (a) Any and all payments by or on behalf of any  obligation of any Loan Party under any Loan Document shall be made free and clear of and  without deduction for any and all present or future Taxes, excluding, in the case of each Lender  and each Agent, (i) Taxes imposed on (or measured by) its overall net income (however  denominated), franchise Taxes, and branch profits Taxes, in each case only to the extent imposed  by the jurisdiction (or any political subdivision thereof) under the laws of which such Lender or  such Agent, as the case may be, is organized, by the jurisdiction (or any political subdivision  thereof) of such Lender’s Applicable Lending Office or such Lender’s or such Agent’s principal  office, or as a result of a present or former connection between such Lender or such Agent and  the jurisdiction imposing such Tax (other than connections arising from such Lender or such  Agent 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 Advance or  Loan Document), (ii) backup withholding Tax imposed by the United States on payments by any  Loan Party to any Lender, (iii) any Tax that is imposed by reason of such recipient’s failure to  comply with Section 2.16(f), (iv) any U.S. federal or Luxembourg or Netherlands withholding  Tax imposed pursuant to a law in effect at the time a Lender becomes a party to this Agreement  or acquires an interest in the Advance (or designates a new Applicable Lending Office), except  to the extent that such Lender (or its assignor, if any) was entitled, immediately before the  designation of a new Applicable Lending Office or assignment, to receive additional amounts  from the Loan Party with respect to such withholding Tax pursuant to this Section 2.16, and (v)  any taxes imposed under FATCA, including as a result of such recipient’s failure to comply with  Section 2.16(f)(iii) (all such excluded Taxes in respect of payments under any Loan Document  being hereinafter referred to as “Excluded Taxes”). If the applicable Withholding Agent shall be  required by applicable law to deduct any Taxes from or in respect of any sum payable under any  Loan Document to any Lender or any Agent, (A) the applicable Withholding Agent shall make  such deductions and (B) the applicable Withholding Agent shall pay the full amount deducted to  the relevant taxation authority or other authority in accordance with applicable law. If a Loan  Party shall be required by applicable law to deduct any Taxes (other than (i) Taxes required to be  deducted by way of a Tax Deduction in which case the provisions of Section 2.16(g) and Section  2.16(h) shall apply or (ii) Excluded Taxes) from or in respect of any sum payable under any Loan  Document to any Lender or any Agent, the sum payable by the applicable Loan Party shall be  increased as may be necessary so that after making all required deductions (including deductions  applicable to additional sums payable under this Section 2.16) such Lender or such Agent, as the  case may be, receives an amount equal to the sum it would have received had no such deductions  been made.    (b) In addition, without duplication of any other obligation set forth in this  Section 2.16, the Reporting Entity shall, or shall cause the applicable Loan Party to, pay to the  





 






NAI- 1523617476v576   relevant Governmental Authority any present or future stamp, court or documentary, intangible,  recording, filing Taxes and any other similar Taxes, that arise from any payment made by it  under any Loan Document or from the execution, delivery, performance or registration of, or  otherwise with respect to, any Loan Document, except to the extent such Taxes are Other  Connection Taxes imposed with respect to a sale, an assignment or the designation of a new  Applicable Lending Office (other than an assignment or designation made pursuant to Section  2.21) (hereinafter referred to as “Other Taxes”).    (c) Without duplication of any other obligation set forth in this Section 2.16,  the Reporting Entity shall, or shall cause the applicable Loan Party to, indemnify each Lender  and each Agent for the full amount of Taxes (other than (i) withholding Tax imposed by United  Kingdom legislation which is compensated for by an increased payment under Section 2.16(g) or  would have been so compensated but was not solely because one of the exclusions in Section  2.16(g)(iv) applied, (ii) withholding Tax imposed by Irish legislation which is compensated for  by an increased payment under Section 2.16(h) or would have been so compensated but was not  solely because one of the exclusions in Section 2.16(h)(iv) applied, (iii) any Excluded Taxes or  (iv) for the avoidance of doubt, any Taxes which were compensated by an increased payment  under Section 2.16(a)) and Other Taxes imposed on, payable or paid by such Lender or such  Agent, as the case may be, in respect of Advances made to any Loan Party and any liability  (including, without limitation, penalties, interest and expenses) arising therefrom or with respect  thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant  Governmental Authority. This indemnification shall be made within 30 days from the date such  Lender or such Agent, as the case may be, makes written demand therefor. A certificate as to the  amount of such payment or liability delivered to the Reporting Entity 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 demonstrable error.    (d) Each Lender shall severally indemnify the Administrative Agent, within  10 days after demand therefor, for (i) any Taxes attributable to such Lender (but only to the  extent that any Loan Party has not already indemnified the Administrative Agent for such Taxes  and without limiting the obligation of the Loan Parties to do so) and (ii) any Taxes attributable to  such Lender’s failure to comply with the provisions of Section 9.07(h) relating to the  maintenance of a Participant Register, in either 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 describing in  reasonable detail the amount of such payment or liability delivered to any Lender by the  Administrative Agent shall be conclusive absent demonstrable error. Each Lender hereby  authorizes the Administrative Agent to set off and apply any and all amounts at any time owing  to such Lender under any Loan Document or otherwise payable by the Administrative Agent to  the Lender from any other source against any amount due to the Administrative Agent under this  paragraph (d).    (e) As soon as practicable after the date of any payment of Taxes or Other  Taxes for which any Loan Party is responsible under this Section 2.16, such Loan Party shall  furnish to the Administrative Agent, at its address as specified pursuant to Section 9.02, the  original or a certified copy of a receipt evidencing payment thereof.  





 






NAI- 1523617476v577   (f) Except in connection with withholding tax imposed by United Kingdom  legislation (to which the provisions of Section 2.16(g) apply) or by Irish legislation (to which the  provisions of Section 2.16(h) apply):    (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 Borrower and the Administrative Agent, or the applicable taxing authority, at the time  or times prescribed by applicable law or reasonably requested by such Borrower or the  Administrative Agent, such properly completed and executed documentation prescribed by  applicable laws or by the taxing authorities of any applicable jurisdiction and such other  documentation reasonably requested by such Borrower or the Administrative Agent as will  permit such payments to be made without withholding or at a reduced rate of withholding and as  may be required to secure any applicable exemption from, or reduction in the rate of, deduction  or withholding imposed by any jurisdiction in respect of any payments to be made to such  Lender hereunder from any applicable taxing authority. In addition, any Lender, if reasonably  requested by the applicable Borrower or the Administrative Agent, shall deliver such other  documentation prescribed by applicable law or reasonably requested by such Borrower or the  Administrative Agent as will enable such Borrower or the Administrative Agent to determine  whether or not such Lender is subject to backup withholding, including withholding tax imposed  by United Kingdom or Irish legislation, or information reporting requirements. Notwithstanding  anything to the contrary in the preceding two sentences, the completion, execution and  submission of such documentation (other than such documentation set forth in Section 2.16(f)(ii)  and (iii) 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: (x) any Lender  that is a US Person shall deliver to the applicable Borrower 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 such Borrower or the Administrative Agent),  executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal  backup withholding tax; and (y) any Lender that is not a US Person (a “Non-US Lender”) shall,  to the extent it is legally entitled to do so, deliver to the applicable Borrower 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 Non-US Lender becomes a Lender under this Agreement (and  from time to time thereafter upon the reasonable request of such Borrower or the Administrative  Agent), whichever of the following is applicable:    (A) in the case of a Non-US Lender claiming the benefits of an  income tax treaty to which the United States is a party (x) with respect to  payments of interest under any Loan Document, executed originals of IRS Form  W-8BEN or IRS Form W-8BEN-E 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 or IRS Form W-8BEN-E 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;  





 






NAI- 1523617476v578   (B) executed originals of IRS Form W-8ECI;    (C) in the case of a Non-US Lender claiming the benefits of the  exemption for portfolio interest under Section 881(c) of the Internal Revenue  Code, (x) a certificate substantially in the form of Exhibit C-1 to the effect that  such Non-US Lender is not a “bank” within the meaning of Section 881(c)(3)(A)  of the Internal Revenue Code, a “10 percent shareholder” of the applicable  Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue  Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of  the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y)  executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E; or    (D) to the extent a Non-US Lender is not the beneficial owner,  executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,  IRS Form W-8BEN, or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate  substantially in the form of Exhibit C-2 or Exhibit C-3, IRS Form W-9, and/or  other certification documents from each beneficial owner, as applicable; provided  that if the Non-US Lender is a partnership and one or more direct or indirect  partners of such Non-US Lender are claiming the portfolio interest exemption,  such Non-US Lender may provide a U.S. Tax Compliance Certificate  substantially in the form of Exhibit C-4 on behalf of each such direct and indirect  partner;    (iii) If a payment made to a Lender under any Loan Document would  be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to  comply with the applicable reporting requirements of FATCA (including those contained in  Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall  deliver to the applicable Borrower 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 Internal Revenue Code) and such additional documentation reasonably  requested by such Borrower or the Administrative Agent as may be necessary for such Borrower  or the Administrative Agent to comply with its obligations under FATCA, 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 the purposes of this clause 2.16(f)(iii),  “FATCA” shall include any amendments made to FATCA after the date of this Agreement.    (g) United Kingdom Tax Gross-Up.    (i) Each Loan Party shall make all payments to be made by it without  any Tax Deduction, unless a Tax Deduction is required by law.    (ii) The Reporting Entity shall promptly upon becoming aware that a  Loan Party must make a Tax Deduction (or that there is any change in the rate or the basis of a  Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall notify the  Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If  





 






NAI- 1523617476v579   the Administrative Agent receives such notification from a Lender it shall notify the Reporting  Entity and such Loan Party.    (iii) If a Tax Deduction is required by law to be made by a Loan Party,  the amount of the payment due from such Loan Party shall be increased to an amount which  (after making any Tax Deduction) leaves an amount equal to the payment which would have  been due if no Tax Deduction had been required.    (iv) A payment shall not be increased under paragraph (iii) above by  reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on  which the payment falls due:    (A) the payment could have been made to the relevant Lender  without a Tax Deduction if the Lender had been a Qualifying Lender, but on that  date that Lender is not or has ceased to be a Qualifying Lender other than as a  result of any change after the date it became a Lender under this Agreement in (or  in the interpretation, administration, or application of) any law or Treaty or any  published practice or published concession of any relevant taxing authority; or    (B) the relevant Lender is a Treaty Lender and the Loan Party  making the payment is able to demonstrate that the payment could have been  made to the Lender without the Tax Deduction had that Lender complied with its  obligations under Section 2.16(f)(vii) or (viii); or    (C) the relevant Lender is a Qualifying Lender solely by virtue  of paragraph (i)(2) of the definition of Qualifying Lender and:    (1) an officer of H.M. Revenue & Customs has given  (and not revoked) a direction (a “Direction”) under section 931 of the ITA  which relates to the payment and that Lender has received from the  Borrower making the payment a certified copy of that Direction; and    (2) the payment could have been made to the Lender  without any Tax Deduction if that Direction had not been made; or    (D) the relevant Lender is a Qualifying Lender solely by virtue  of paragraph (i)(2) of the definition of Qualifying Lender and:    (1) the Lender has not given a Tax Confirmation to the  relevant Borrower; and    (2) the payment could have been made to the Lender  without any Tax Deduction if the Lender had given a Tax Confirmation to  the relevant Borrower, on the basis that the Tax Confirmation would have  enabled the relevant Borrower to have formed a reasonable belief that the  payment was an “excepted payment” for the purpose of section 930 of the  ITA.  





 






NAI- 1523617476v580   (v) If a Loan Party is required to make a Tax Deduction, such Loan  Party shall make such Tax Deduction and any payment required in connection with such Tax  Deduction within the time allowed and in the minimum amount required by law.    (vi) Within thirty days of making either a Tax Deduction or any  payment required in connection with such Tax Deduction, the Loan Party making such Tax  Deduction shall deliver to the Administrative Agent for the Lender Party entitled to the payment  a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender  Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to  the relevant taxing authority.    (vii) (A) Subject to (B) below, a Treaty Lender and each Loan Party  which makes a payment to which such Treaty Lender is entitled shall cooperate in completing  any procedural formalities necessary for such Loan Party to obtain authorization to make such  payment without a Tax Deduction.    (B) (1) A Treaty Lender which is a Lender on the date on  which this Agreement is entered into and which (x) holds a passport under the HMRC DT Treaty  Passport scheme and (y) wishes such scheme to apply to this Agreement, shall confirm its  scheme reference number and its jurisdiction of tax residence opposite its name on Schedule I;  and    (2)       a New Lender that (x) is a Treaty Lender that holds  a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to  this Agreement, shall provide its scheme reference number and its jurisdiction of tax residence in  the Assignment and Acceptance which it executes,    and having done so, that Lender shall be under no obligation  pursuant to paragraph (vii)(A), or for the avoidance of doubt, Section 2.16(f), above.    (viii) If a Lender has confirmed its scheme reference number and its  jurisdiction of tax residence in accordance with paragraph (g)(vii) above and:    (A) a Borrower making a payment to such Lender has not made  a Borrower DTTP Filing in respect of such Lender; or    (B) a Borrower making a payment to such Lender has made a  Borrower DTTP Filing in respect of such Lender but:    (1) such Borrower DTTP Filing has been rejected by  HM Revenue & Customs; or    (2) HM Revenue & Customs has not given such  Borrower authority to make payments to such Lender without Tax  Deduction within 60 days of the date of such Borrower DTTP Filing;    and in each case, such Borrower has notified that Lender in writing of either (1) or  (2) above, then such Lender and such Borrower shall cooperate in completing any  





 






NAI- 1523617476v581   additional procedural formalities necessary for such Borrower to obtain  authorization to make that payment without a Tax Deduction.    (ix) If a Lender has not confirmed its scheme reference number and  jurisdiction of tax residence in accordance with paragraph (g)(vii) above, no Loan Party shall  make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport  scheme in respect of that Lender’s Commitment(s) or its participation in any Advance unless the  Lender otherwise agrees.    (x) A Borrower shall, promptly on making a Borrower DTTP Filing,  deliver a copy of that Borrower DTTP Filing to the Administrative Agent for delivery to the  relevant Lender.    (xi) Each Lender which becomes a party to this Agreement after the  date of this Agreement shall indicate in the Assignment and Acceptance which it executes on  becoming a party, and for the benefit of the Administrative Agent and without liability to any  Loan Party, which of the following categories it falls in:    (A) not a Qualifying Lender    (B) a Qualifying Lender (other than a Treaty Lender); or    (C) a Treaty Lender.    If a New Lender fails to indicate its status in accordance with this Section  2.16(g)(xi) then such New Lender shall be treated for the purposes of this Agreement (including  by each Loan Party) as if it is not a Qualifying Lender until such time as it notifies the  Administrative Agent which category applies (and the Administrative Agent, upon receipt of  such notification, shall inform the Loan Party). For the avoidance of doubt, an Assignment and  Acceptance shall not be invalidated by any failure of a Lender to comply with this Section  2.16(g)(xi).    (xii) A UK Non-Bank Lender which becomes a party on the day on  which this Agreement is entered into gives a Tax Confirmation to the relevant Borrower by entry  into this Agreement.    (xiii) A UK Non-Bank Lender shall promptly notify the relevant  Borrower and the Administrative Agent if there is any change in the position from that set forth  in the Tax Confirmation.    (h) Irish Tax Gross-Up.    (i) Each Loan Party shall make all payments to be made by it without  any Tax Deduction, unless a Tax Deduction is required by law.    (ii) The Reporting Entity shall promptly upon becoming aware that a  Loan Party must make a Tax Deduction (or that there is any change in the rate or the basis of a  Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall notify the  Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If  





 






NAI- 1523617476v582   the Administrative Agent receives such notification from a Lender it shall notify the Reporting  Entity and such Loan Party.    (iii) If a Tax Deduction is required by law to be made by a Loan Party,  the amount of the payment due from such Loan Party shall be increased to an amount which  (after making any Tax Deduction) leaves an amount equal to the payment which would have  been due if no Tax Deduction had been required.    (iv) A payment shall not be increased under paragraph (iii) above by  reason of a Tax Deduction on account of Tax imposed by the Revenue Commissioner of Ireland,  if on the date on which the payment falls due (A) the payment could have been made to the  Lender without a Tax Deduction if the Lender had been an Irish Qualifying Lender but, on that  date, the Lender is not or has ceased to be an Irish Qualifying Lender other than as a result of any  change after the date it became a Lender under this Agreement in (or in the interpretation,  administration, or application of) any law or Irish Tax Treaty, or any published practice or  published concession of any relevant tax authority, or (B) the relevant Lender is an Irish Treaty  Lender and the Loan Party making the payment is able to demonstrate that the payment could  have been made to the Lender without the Tax Deduction had that Lender complied with its  obligations under this Section 2.16(h).    (v) If a Loan Party is required to make a Tax Deduction, such Loan  Party shall make such Tax Deduction and any payment required in connection with such Tax  Deduction within the time allowed and in the minimum amount required by law.    (vi) Within thirty days of making either a Tax Deduction or any  payment required in connection with such Tax Deduction, the Loan Party making such Tax  Deduction shall deliver to the Administrative Agent for the Lender Party entitled to the payment  evidence reasonably satisfactory to that Lender Party that the Tax Deduction has been made or  (as applicable) any appropriate payment paid to the relevant taxing authority.    (vii) An Irish Treaty Lender and each Loan Party which makes a  payment to which such Irish Treaty Lender is entitled shall cooperate in completing any  procedural formalities necessary for such Loan Party to obtain authorization to make such  payment without an Irish Tax Deduction.    (viii) Each Lender which becomes a party hereto on the day on which  this Agreement is entered into confirms that, on such date, it is an Irish Qualifying Lender. Each  Lender which becomes a party to this Agreement after the date of this Agreement shall indicate  in the Assignment and Acceptance which it executes on becoming a party, and for the benefit of  the Administrative Agent and without liability to any Loan Party, whether or not it is an Irish  Qualifying Lender. If a New Lender fails to indicate its status in accordance with this Section  2.16(h)(vii) then such New Lender shall be treated for the purposes of this Agreement (including  by each Loan Party) as if it is not an Irish Qualifying Lender until such time as it notifies the  Administrative Agent which category applies (and the Administrative Agent, upon receipt of  such notification, shall inform the Loan Party). For the avoidance of doubt, an Assignment and  Acceptance shall not be invalidated by any failure of a Lender to comply with this Section  2.16(h)(vii).  





 






NAI- 1523617476v583   (i) (i) Each party hereto may make any deduction it is required to make by  FATCA, and any payment required in connection with such deduction, and no party hereto shall  be required to increase any payment in respect of which it makes such a deduction or otherwise  compensate the recipient of the payment for such deduction; and    (ii) Each party hereto shall promptly, upon becoming aware that it  must make a deduction as required by FATCA (or that there is any change in the rate or the basis  of such deduction), notify the party to whom it is making the payment and, in addition, shall  notify the Reporting Entity and the Administrative Agent and the Administrative Agent shall  notify the other Finance Parties.    (j) In the event that an additional payment is made under Section 2.16(a) or  2.16(c) for the account of any Lender and such Lender, in its sole discretion exercised in good  faith, determines that it has received a refund of any tax paid or payable by it in respect of or  calculated with reference to the deduction or withholding giving rise to such additional payment,  such Lender shall, to the extent that it reasonably determines that it can do so without prejudice  to the retention of the amount of such refund, pay to the applicable Borrower such amount as  such Lender shall, in its reasonable discretion exercised in good faith, have determined is  attributable to such deduction or withholding and will leave such Lender (after such payment) in  no worse position than it would have been had such Borrower not been required to make such  deduction or withholding. Nothing contained in this Section 2.16(j) shall (i) interfere with the  right of a Lender to arrange its tax affairs in whatever manner it thinks fit or (ii) oblige any  Lender to disclose any information relating to its tax returns, tax affairs or any computations in  respect thereof or (iii) require any Lender to take or refrain from taking any action that would  prejudice its ability to benefit from any other credits, reliefs, remissions or repayments to which  it may be entitled.    (k) Each participant of an interest in any Commitment, Advance or Loan  Document hereunder shall be entitled to the benefits of this Section 2.16 (subject to the  requirements and limitations herein, including the requirements under Section 2.16(f), (g) and (h)  (it being understood that the documentation required under Section 2.16(f) shall be delivered to  the participating Lender and the information and documentation required under 2.16(g) and  2.16(h) will be delivered to the applicable Borrower and the Administrative Agent)) to the same  extent as if it were a Lender and had acquired its interest by assignment hereunder; provided that  such participant (A) agrees to be subject to the provisions of Section 2.21 as if it were an  assignee hereunder; and (B) shall not be entitled to receive any greater payment under this  Section 2.16, 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.    (l) Each party’s obligations under this Section 2.16 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 the Loan Documents.    (m) For purposes of this Section 2.16, the term “applicable law” includes  FATCA.  





 






NAI- 1523617476v584   SECTION 2.17 Sharing of Payments, Etc. Subject to Section 2.20 in the  case of a Defaulting Lender, if any Lender shall obtain any payment (whether voluntary,  involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advances  owing to it (other than pursuant to Section 2.02(c), 2.13, 2.14(a), 2.16 or, 9.04(c) or 9.04(d)) in  excess of its ratable share of payments on account of the Advances obtained by all the Lenders,  such Lender shall forthwith purchase from the other Lenders such participations in the Advances  owing to them as shall be necessary to cause such purchasing Lender to share the excess  payment ratably with each of them; provided, however, that if all or any portion of such excess  payment is thereafter recovered from such purchasing Lender, such purchase from each Lender  shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the  extent of such recovery together with an amount equal to such Lender’s ratable share (according  to the proportion of (a) the amount of such Lender’s required repayment to (b) the total amount  so recovered from the purchasing Lender) of any interest or other amount paid or payable by the  purchasing Lender in respect of the total amount so recovered. It is acknowledged and agreed  that the foregoing provisions of this Section 2.17 reflect an agreement entered into solely among  the Lenders (and not any Borrower or any Loan Party) and the consent of any Borrower or any  Loan Party shall not be required to give effect to the acquisition of a participation by a Lender  pursuant to such provisions or with respect to any action taken by the Lenders or the  Administrative Agent pursuant to such provisions. The provisions of this Section 2.17 shall not  be construed to apply to (A) any payment made by a Borrower pursuant to and in accordance  with the express terms of this Agreement as in effect from time to time or (B) any payment  obtained by a Lender as consideration for the assignment of or sale of a participation in any of its  Advances to any assignee or participant permitted hereunder.    SECTION 2.18 Use of Proceeds and Letters of Credit. The proceeds of the  Commitments shall be available, and each applicable Borrower agrees that such proceeds shall  be applied, to refinance the Existing Revolving Credit Agreement, at the option of the Reporting  Entity to finance the Acquisition and the other Transactions, and for other general corporate  purposes and working capital needs, which may include refinancing outstanding indebtedness.    SECTION 2.19 Evidence of Debt. (a) The Register maintained by the  Administrative Agent pursuant to Section 9.07(g) shall include (i) the date, currency and amount  of each Borrowing made hereunder by each Borrower, the Type of Advances comprising such  Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each  Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or,  other than interest on Swingline Advances as agreed with a Swingline Lender, interest due and  payable or to become due and payable from each Borrower to each Lender hereunder and (iv) the  amount of any sum received by the Administrative Agent from each Borrower hereunder and  each Lender’s share thereof.    (b)   Entries made reasonably and in good faith by the Administrative Agent in  the Register pursuant to subsection (a) above shall be prima facie evidence of the amount of  principal and interest due and payable or to become due and payable from each Borrower to each  Lender under this Agreement, absent demonstrable error; provided, however, that the failure of  the Administrative Agent to make an entry, or any finding that an entry is incorrect, in the  Register or such account or accounts shall not limit, expand or otherwise affect the obligations of  any Borrower under this Agreement.  





 






NAI- 1523617476v585   SECTION 2.20 Defaulting Lenders.    (a) 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 (it being understood that the determination of whether a  Lender is no longer a Defaulting Lender shall be made as described in Section 2.20(c)):    (i) such Defaulting Lender will not be entitled to any fees accruing  during such period pursuant to Section 2.06(a) to the extent it is a Defaulting Lender on  the date such fee accrues (for the avoidance of doubt fees attributable to funded Advances  shall be payable);    (ii) [reserved];    (iii) to the fullest extent permitted by applicable law, such Lender will  not be entitled to vote in respect of amendments and waivers hereunder, and the  Commitment and the outstanding Advances of such Lender hereunder will not be taken  into account in determining whether the Required Lenders or all or all affected Lenders,  as required, have approved any such amendment or waiver (and the definition of  “Required Lenders” will automatically be deemed modified accordingly for the duration  of such period); provided that any such amendment or waiver that would increase or  extend the Commitment of such Defaulting Lender, postpone the date fixed for the  payment of principal or interest owing to such Defaulting Lender hereunder, reduce the  principal amount of, or stated rate of interest on, any amount owing to such Defaulting  Lender or of the stated rate at which any fees payable to such Defaulting Lender  hereunder are calculated (in each case, other than as permitted by Section 9.01(a)(iii)), or  alter the terms of this proviso, will require the consent of such Defaulting Lender; and    (iv) the Reporting Entity may, or may cause the applicable Borrower  to, at its sole expense and effort, require such Defaulting Lender to assign and delegate its  interests, rights and obligations under this Agreement pursuant to Section 9.07.    (b) if any Swingline Exposure or LC Exposure exists at the time such Lender  becomes a Defaulting Lender then:    (i) all or any part of the Swingline Exposure and LC Exposure of such  Defaulting Lender (other than, in the case of a Defaulting Lender that is a Swingline  Lender, the portion of such Swingline Exposure referred to in clause (b) of the definition  of such term) shall be reallocated among the Non-Defaulting Lenders in accordance with  their respective Applicable Adjusted Percentages but only to the extent (x) the Dollar  Equivalent of the sum of all Non-Defaulting Lenders’ Revolving Credit Exposures plus  the Dollar Equivalent of such Defaulting Lender’s Swingline Exposure and LC Exposure  does not exceed the total of all Non-Defaulting Lenders’ Revolving Commitments and  (y) no Non-Defaulting Lender’s Revolving Credit Exposures (on a Dollar Equivalent  basis) plus such Non-Defaulting Lender’s Applicable Adjusted Percentage of the Dollar  Equivalent of such Defaulting Lender’s Swingline Exposure and LC Exposure exceeds  such Non-Defaulting Lender’s Revolving Commitment;  





 






NAI- 1523617476v586   (ii) if the reallocation described in clause (i) above cannot, or can only  partially, be effected, each applicable Borrower shall within two Business Days following  notice by the Administrative Agent (x) first, prepay the proportionate share of such  Swingline Exposure attributable to the Swingline Advances made to such Borrower (after  giving effect to any partial reallocation pursuant to clause (i) above) and (y) second, cash  collateralize for the benefit of the Issuing Bank only such Borrower’s obligations  corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial  reallocation pursuant to clause (i) above) for so long as such LC Exposure is outstanding;    (iii) if any 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 2.06(c) 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  2.06(c) shall be adjusted in accordance with such Non-Defaulting Lenders’ Applicable  Adjusted Percentages;    (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 the Issuing Bank or any other Lender  hereunder, all letter of credit fees payable under Section 2.06(c) with respect to such  Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Bank until  and to the extent that such LC Exposure is reallocated and/or cash collateralized; and    (vi) so long as such Lender is a Defaulting Lender, the Swingline  Lenders shall not be required to fund any Swingline Advance and the Issuing Banks shall  not be required to issue, amend or increase any Letter of Credit, unless they are 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 applicable Borrower in accordance with Section 2.04(j),  and participating interests in any newly made Swingline Advance or any newly issued or  increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner  consistent with Sections 2.03(c) and 2.04(d), respectively (and such Defaulting Lender  shall not participate therein).    (c) If the Borrowers and the Administrative Agent agree in writing in their  discretion that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify  the parties hereto, whereupon as of the effective date specified in such notice and subject to any  conditions set forth therein, such Lender will cease to be a Defaulting Lender and will be a Non-  Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees  accrued or payments made by or on behalf of a Borrower while such Lender was a Defaulting  Lender; and provided, further, that except to the extent otherwise expressly agreed by the  affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will  





 






NAI- 1523617476v587   constitute a waiver or release of any claim of any party hereunder arising from such Lender’s  having been a Defaulting Lender.    (d) Any payment of principal, interest, fees or other amounts received by the  Administrative Agent hereunder for the account of such Defaulting Lender (whether voluntary or  mandatory, at maturity, pursuant to Section 6.01 or otherwise) or received by the Administrative  Agent from a Defaulting Lender pursuant to Section 9.05 shall be applied at such time or times  as follows: first, to the payment of any amounts owing by such Defaulting Lender to the  Administrative Agent hereunder; second, pro rata, to the payment of amounts owing by such  Defaulting Lender to the Issuing Bank or Swingline Lender hereunder, third, to the funding of  any Advance or the funding or cash collateralization of any participating interest in any  Swingline Advance or Letter of Credit in respect of which such Defaulting Lender has failed to  fund its portion thereof as required by this Agreement, as reasonably determined by the  Administrative Agent; fourth, as the Reporting Entity may request, to be held in a deposit  account and released pro rata in order to satisfy such Defaulting Lender’s potential future  funding obligations under this Agreement; fifth, to the payment of any amounts owing to the  Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender  against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations  under this Agreement; sixth, to the payment of any amounts owing to a 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; and seventh, to such Defaulting Lender or as otherwise directed by a court of  competent jurisdiction. 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  otherwise pursuant to this Section 2.20(d) shall be deemed paid to and redirected by such  Defaulting Lender, and each Lender irrevocably consents hereto.    SECTION 2.21 Mitigation. (a) Each Lender shall promptly notify the  applicable Borrower and the Administrative Agent of any event of which it has knowledge that  will result in, and will use reasonable commercial efforts available to it (and not, in such  Lender’s good faith judgment, otherwise materially disadvantageous to such Lender) to mitigate  or avoid, (i) any obligation by any Loan Party to pay any amount pursuant to Section 2.13 or 2.16  or (ii) the occurrence of any circumstance described in Section 2.12 (and, if any Lender has given  notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to  exist, such Lender shall promptly so notify such Loan Party and the Administrative Agent). In  furtherance of the foregoing, each Lender will (at the request of such Loan Party) designate a  different funding office if, in the judgment of such Lender, such designation will avoid (or  reduce the cost to such Loan Party of) any event described in clause (i) or (ii) of the preceding  sentence and such designation will not, in such Lender’s good faith judgment, be otherwise  materially disadvantageous to such Lender. The Reporting Entity hereby agrees to, or to cause  the applicable Loan Party to, pay all reasonable costs and expenses incurred by any Lender in  connection with any such designation.    (b)    Notwithstanding any other provision of this Agreement, if any Lender fails  to notify the applicable Borrower of any event or circumstance which will entitle such Lender to  compensation pursuant to Section 2.13 within 180 days after such Lender obtains knowledge of  such event or circumstance, then such Lender shall not be entitled to compensation from such  





 






NAI- 1523617476v588   Borrower for any amount arising prior to the date which is 180 days before the date on which  such Lender notifies such Borrower of such event or circumstance.    SECTION 2.22 VAT. Notwithstanding anything in Section 2.16 to the  contrary:    (a) All amounts expressed to be payable under a Loan Document by any Loan  Party to a Lender Party which (in whole or in part) constitute the consideration for any supply for  VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and  accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply  made by any Lender Party to any Loan Party under a Loan Document and such Lender Party is  required to account to the relevant tax authority for the VAT, that Loan Party must pay to such  Lender Party (in addition to and at the same time as paying any other consideration for such  supply or, if later, on presentation of a valid VAT invoice) an amount equal to the amount of the  VAT (and such Lender Party must promptly provide an appropriate VAT invoice to that Loan  Party).    (b) If VAT is or becomes chargeable on any supply made by any Lender Party  (the “Supplier”) to any other Lender Party (the “Recipient”) under a Loan Document, and any  Loan Party other than the Recipient (the “Relevant Party”) is required by the terms of any Loan  Document to pay an amount equal to the consideration for that supply to the Supplier (rather than  being required to reimburse or indemnify the Recipient in respect of that consideration):    (i) (where the Supplier is the person required to account to the  relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at  the same time as paying that amount) an additional amount equal to the amount of the  VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the  Relevant Party an amount equal to any credit or repayment the Recipient receives from  the relevant tax authority which the Recipient reasonably determines relates to the VAT  chargeable on that supply; and    (ii) (where the Recipient is the person required to account to the  relevant tax authority for the VAT) the Relevant Party must promptly, following demand  from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that  supply but only to the extent that the Recipient reasonably determines that it is not  entitled to credit or repayment from the relevant tax authority in respect of that VAT.    (c) Where a Loan Document requires any Loan Party to reimburse or  indemnify a Lender Party for any cost or expense, that Loan Party shall reimburse or indemnify  (as the case may be) such Lender Party for the full amount of such cost or expense, including  such part thereof as represents VAT, save to the extent that such Lender Party reasonably  determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax  authority.    (d) Any reference in this Section 2.22 to any Loan Party shall, at any time  when such Loan Party is treated as a member of a group for VAT purposes, include (where  appropriate and unless the context otherwise requires) a reference to the Person who is treated as  making the supply, or (as appropriate) receiving the supply, under the grouping rules (as  





 






NAI- 1523617476v589   provided for in Article 11 of Council Directive 2006/112/EC or as implemented by a European  Member State, or equivalent provisions in any other jurisdiction).    (e) In relation to any supply made by a Lender Party to any Loan Party under a  Loan Document, if reasonably requested by such Lender Party, that Loan Party must promptly  provide such Lender Party with details of that Loan Party’s VAT registration and such other  information as is reasonably requested in connection with such Lender Party’s VAT reporting  requirements in relation to such supply.    SECTION 2.23 Increases in Revolving Commitments. Subject to the  conditions set forth below, the Reporting Entity may, upon at least 5 Business Days (or such  other period of time agreed to between the Administrative Agent and the Borrowers) prior  written notice to the Administrative Agent, from time to time request an increase in the existing  Revolving Commitments (a “Revolving Commitment Increase”); provided that:    (i) no Default shall have occurred and be continuing hereunder as of  the effective date of such Revolving Commitment Increase;    (ii) the representations and warranties of the Loan Parties set forth in  the Loan Documents shall be true and correct in all material respects (except that any  representation or warranty which is already qualified as to materiality or by reference to  Material Adverse Effect shall be true and correct in all respects as so qualified) on and as  of such date, except to the extent such representations and warranties expressly relate to  an earlier date, in which case such representations and warranties shall have been true  and correct in all material respects as of such earlier date;    (iii) the Dollar Equivalent of all such Revolving Commitment Increases  shall not exceed $625,000,000 in aggregate and each such increase shall be in a minimum  amount of $10,000,000;    (iv) the applicable Borrower, the applicable Lender or lender not  theretofore a Lender providing such Revolving Commitment Increase and the  Administrative Agent, shall execute and deliver to the Administrative Agent, customary  joinder or other amendment documentation, in form and substance reasonably  satisfactory to the Administrative Agent; such documentation may amend this Agreement  and the other Loan Documents without the consent of any Lenders to reflect any technical  changes necessary to give effect to such Revolving Commitment Increase in accordance  with the terms hereof;    (v) no existing Lender shall be obligated in any way to make any  Revolving Commitment Increase available unless it has executed and delivered a joinder  or other amendment documentation as set forth in clause (iv) above;    (vi) the Administrative Agent shall have received such supplemental  opinions, resolutions, certificates and other documents as the Administrative Agent may  reasonably request;    (vii) [Reserved];  





 






NAI- 1523617476v590   (viii) the advances made under any Revolving Commitment Increase  shall constitute “Advances” for all purposes of the Loan Documents;    (ix) such Revolving Commitment Increase is on the same terms and  conditions as those set forth in this Agreement with respect to the Revolving  Commitments, except to the extent reasonably satisfactory to the Administrative Agent;  and    (x) a new lender that is not a Lender shall be subject to the same  consents that would apply to an assignment of an applicable Commitment or Advance to  such new Lender.    ARTICLE III    CONDITIONS TO CLOSING AND LENDING    SECTION 3.01 Conditions Precedent to Closing Date. This Agreement  shall become effective and the Commitments shall be available on and as of the first date on  which only the following conditions precedent have been satisfied (with the Administrative  Agent acting reasonably in assessing whether the conditions precedent have been satisfied) (or  waived in accordance with Section 9.01):    (a) The Administrative Agent (or its counsel) shall have received from each  Borrower and each Lender either (i) a counterpart of this Agreement signed on behalf of such  party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may  include .pdf or facsimile transmission of a signed signature page of this Agreement) that such  party has signed such a counterpart.    (b) All fees and reasonable out-of-pocket expenses of the Administrative  Agent, Joint Lead Arrangers and Lenders (including the invoiced fees and expenses of counsel to  the Administrative Agent) that are required to be reimbursed or paid on or prior to the Closing  Date under the Fee Letter or the other Loan Documents effective on the Closing Date shall be  paid, to the extent invoiced by the relevant person at least three Business Days prior to the  Closing Date.    (c) The Administrative Agent (or its counsel) shall have received on or before  the Closing Date:    (i) Certified copies of the resolutions (or extracts thereof) or similar  authorizing documentation of the governing bodies of each Borrower authorizing such  Person to enter into and perform its obligations under the Loan Documents to which it is  a party;    (ii) A good standing certificate or similar certificate dated a date reasonably  close to the Closing Date from the jurisdiction of formation of each Borrower, but only  where such concept is applicable (it being understood that no such certificate will be  provided by STERIS Irish FinCo, STERIS plc or any other Borrower that is an entity  organized under the laws of England and Wales or under the laws of Ireland);  





 






NAI- 1523617476v591   (iii) A customary certificate of STERIS plc, STERIS Corporation and each  other Borrower (i) attaching the charter, by-laws and/or other organizational documents  of STERIS plc, STERIS Corporation and each other Borrower and (ii) certifying the  names and true signatures of the officers and/or directors of STERIS plc, STERIS  Corporation and each other Borrower authorized to sign this Agreement and the other  documents to be delivered hereunder and, in the case of STERIS plc, to the satisfaction of  the conditions set forth in Section 3.01(d);    (iv) A favorable opinion letter of Jones Day and other legal counsel to STERIS  plc, STERIS Corporation and each other Borrower reasonably satisfactory to the  Administrative Agent, in each case in form and substance reasonably acceptable to the  Administrative Agent (and covering STERIS plc, STERIS Corporation and each other  Borrower); and    (v) A customary solvency certificate in form and substance reasonably  acceptable to the Administrative Agent signed by the chief financial officer of STERIS  plc confirming that as of the Closing Date (a) the fair value of the assets of the Reporting  Entity and its Subsidiaries on a consolidated basis will exceed its debts and liabilities,  subordinated, contingent or otherwise, (b) the present fair saleable value of the assets of  the Reporting Entity and its Subsidiaries on a consolidated basis will be greater than the  amount that will be required to pay the probable liability on its debts and other liabilities,  subordinated, contingent or otherwise, as such debts and other liabilities become absolute  and matured, (c) the Reporting Entity and its Subsidiaries on a consolidated basis will be  able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts  and liabilities become absolute and matured and (d) the Reporting Entity and its  Subsidiaries on a consolidated basis will not have unreasonably small capital with which  to conduct the business in which it is engaged, as such business is now conducted and is  proposed to be conducted following the Closing Date.    (d) The representations and warranties of the Loan Parties set forth in the  Loan Documents shall be true and correct in all material respects (except that any representation  or warranty which is already qualified as to materiality or by reference to Material Adverse  Effect shall be true and correct in all respects as so qualified) on and as of the Closing Date,  except to the extent any such representations and warranties expressly relate to an earlier date, in  which case such representations and warranties shall have been true and correct in all material  respects (except that any representation or warranty which is already qualified as to materiality or  by reference to Material Adverse Effect shall be true and correct in all respects as so qualified) as  of such earlier date.    (e) (i) The Administrative Agent shall have received, on or prior to the  Closing Date, so long as requested no less than ten Business Days prior to the Closing Date, all  documentation and other information required by regulatory authorities under applicable “know  your customer” and anti-money laundering rules and regulations, including the Patriot Act, in  each case relating to STERIS plc, STERIS Corporation and each other Borrower and (ii) to the  extent a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership  Regulation, any Lender that has requested, in a written notice to such Borrower at least ten  Business Days prior to the Closing Date, a certification regarding beneficial ownership or control  as required by the Beneficial Ownership Regulation (a “Beneficial Ownership Certification”) in  





 






NAI- 1523617476v592   relation to such Borrower, shall have received at least three Business Days prior to the Closing  Date such Beneficial Ownership Certification (provided that, unless written notice is given to the  Administrative Agent and such Borrower by such Lender at least three Business Days prior to  the Closing Date specifying that this condition has not been satisfied and specifying the details  thereof, the condition set forth in this clause (ii) shall be deemed to be satisfied with respect to  such Lender).    (f) The Joint Lead Arrangers shall have received the Required Financial  Statements; provided that STERIS plc’s filing with the Securities and Exchange Commission of  any (x) audited Required Financial Statements with respect to STERIS plc and its Subsidiaries  on Form 10-K or (y) unaudited Required Financial Statements with respect to STERIS plc and  its Subsidiaries on Form 10-Q, in each case, will satisfy the requirements of this clause (f) with  respect to clauses (a) or (b), as applicable, of the definition of Required Financial Statements.  The Joint Lead Arrangers hereby acknowledge receipt of each of the financial statements for  STERIS plc for the fiscal years ended March 31, 2019 and 2020 and the fiscal quarters ended  June 30, 2020 and September 30, 2020.    (g) Prior to or substantially contemporaneously with the availability of the  Commitments on the Closing Date, the Existing Revolving Credit Agreement shall be terminated  with all principal, interest and accrued and unpaid invoiced fees and expenses thereunder then  outstanding being repaid in full.    (h) No Default or Event of Default shall have occurred and be continuing on  and as of the Closing Date, immediately after the consummation of the transactions to occur on  the Closing Date, the making of each Advance to be made on the Closing Date (if any) and the  application of the proceeds of such Advances (if any).    SECTION 3.02 Conditions Precedent to Revolving Advances and Letters  of Credit after the Closing Date. The obligation of each Lender to make any extension of credit  hereunder after the Closing Date, is subject to the satisfaction (with the Administrative Agent  acting reasonably in assessing whether the conditions precedent have been satisfied) (or waiver  in accordance with Section 9.01) of the following conditions:    (a) The representations and warranties of the Loan Parties set forth in the  Loan Documents shall be true and correct in all material respects (except that any representation  or warranty which is already qualified as to materiality or by reference to Material Adverse  Effect shall be true and correct in all respects as so qualified) on and as of such date, except to  the extent such representations and warranties expressly relate to an earlier date, in which case  such representations and warranties shall have been true and correct in all material respects  (except that any representation or warranty which is already qualified as to materiality or by  reference to Material Adverse Effect shall be true and correct in all respects as so qualified) as of  such earlier date.    (b) No Default has occurred and is continuing.    (c) With respect to an Advance, the Administrative Agent shall have received  a Notice of Borrowing in accordance with Section 2.02.  





 






NAI- 1523617476v593   ARTICLE IV  REPRESENTATIONS AND WARRANTIES  SECTION 4.01 Representations and Warranties. Each Borrower represents  and warrants on the Closing Date and the date of each extension of credit hereunder, as follows:    (a) Each Loan Party is duly organized or incorporated, validly existing and in  good standing (to the extent that such concept exists) under the laws of its jurisdiction of  organization or incorporation, except (other than with respect to any Borrower, to which this  exception shall not apply) to the extent such failure would not be reasonably expected to have a  Material Adverse Effect.    (b) The execution, delivery and performance by each Loan Party of this  Agreement and the other Loan Documents to which it is a party, and the consummation of the  transactions contemplated hereby and thereby, (i) are within such Loan Party’s organizational  powers, (ii) have been duly authorized by all necessary organizational action and (iii) do not  contravene (A) such Loan Party’s charter or by-laws or other organizational documents or (B)  any law, regulation or contractual restriction binding on or affecting such Loan Party and (iv)  will not result in or require the creation or imposition of any Lien upon or with respect to any of  the properties of the Consolidated Group, except, in the case of clause (iii)(B) and (iv), as would  not be reasonably expected to have a Material Adverse Effect.    (c) No authorization or approval or other action by, and no notice to or filing  with, any governmental authority or regulatory body is required for the due execution, delivery  and performance by the Borrowers and each Guarantor of this Agreement or, except as has been,  or shall be, made or obtained or as would not reasonably be expected to have a Material Adverse  Effect, for the consummation of the transactions contemplated hereby.    (d) This Agreement and the other Loan Documents have been duly executed  and delivered by the Loan Parties party thereto. This Agreement and the other Loan Documents  are legal, valid and binding obligations of each Loan Party party thereto, enforceable against  each such Loan Party in accordance with their terms, except as affected by applicable  bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights  generally and general principles of equity (whether considered in a proceeding in equity or at  law) and an implied covenant of good faith and fair dealing.    (e) Each of the financial statements set forth in the definition of Required  Financial Statements presents fairly, in all material respects, the consolidated financial position  and results of operations and cash flows of the Reporting Entity and its consolidated Subsidiaries  as of such dates and for such periods in accordance with GAAP, except as may be indicated in  the notes thereto and subject to year-end audit adjustments and the absence of footnotes in the  case of unaudited financial statements.    (f) There is no action, suit, investigation, litigation or proceeding (including,  without limitation, any Environmental Action), affecting the Consolidated Group pending or, to  the knowledge of the Borrowers, threatened before any court, governmental agency or arbitrator  that would reasonably be expected to be adversely determined, and if so determined, (a) would  





 






NAI- 1523617476v594   reasonably be expected to have a material adverse effect on the financial condition or results of  operations of the Consolidated Group taken as a whole (other than the litigation set forth on  Schedule 4.01(f) attached hereto) or (b) would adversely affect the legality, validity and  enforceability of any material provision of this Agreement in any material respect.    (g) Following application of the proceeds of each Advance and/or Letter of  Credit, not more than 25 percent of the value of the assets of the Borrowers and of the  Consolidated Group, on a Consolidated basis, subject to the provisions of Section 5.02(a) will be  margin stock (within the meaning of Regulation U issued by the Board of Governors of the  Federal Reserve System).    (h) Each of the Loan Parties and their 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 them, except (a) Taxes that are being contested in  good faith by appropriate proceedings and for which adequate reserves have been provided in  accordance with GAAP or (b) to the extent that the failure to do so would not reasonably be  expected to result in a Material Adverse Effect.    (i) No ERISA Event has occurred or is reasonably expected to occur with  respect to any Plan which would reasonably be expected to have a Material Adverse Effect.    (j) Except as would not reasonably be expected to have a Material Adverse  Effect, (i) as of the last annual actuarial valuation date prior to the Closing Date, no Plan was in  at-risk status (as defined in Section 430(i)(4) of the Internal Revenue Code), and (ii) since such  annual actuarial valuation date there has been no material adverse change in the funding status of  any Plan that would reasonably be expected to cause such Plan to be in at-risk status (as defined  in Section 430(i)(4) of the Internal Revenue Code).    (k) Except as would not reasonably be expected to have a Material Adverse  Effect, (i) none of the Borrowers nor any ERISA Affiliate (A) is reasonably expected to incur  any Withdrawal Liability to any Multiemployer Plan or has incurred any such Withdrawal  Liability that has not been satisfied in full or (B) has been notified by the sponsor of a  Multiemployer Plan that such Multiemployer Plan is insolvent (within the meaning of Section  4245 of ERISA) or has been determined to be in “endangered” or “critical” status (within the  meaning of Section 432 of the Internal Revenue Code or Section 305 of ERISA), and (ii) no  Multiemployer Plan is reasonably expected to be insolvent or in “endangered” or “critical”  status.    (l) (i) The operations and properties of the Consolidated Group comply in all  respects with all applicable Environmental Laws and Environmental Permits except to the extent  that the failure to so comply, either individually or in the aggregate, would not reasonably be  expected to have a Material Adverse Effect; (ii) all past non-compliance with such  Environmental Laws and Environmental Permits has been resolved without any ongoing  obligations or costs except to the extent that such non-compliance, individually or in the  aggregate, would not reasonably be expected to have a Material Adverse Effect; and (iii) no  circumstances exist that would be reasonably expected to (A) form the basis of an Environmental  Action against a member of the Consolidated Group or any of its properties that, either  individually or in the aggregate, would have a Material Adverse Effect or (B) cause any such  





 






NAI- 1523617476v595   property to be subject to any restrictions on ownership, occupancy, use or transferability under  any Environmental Law that, either individually or in the aggregate, would have a Material  Adverse Effect.    (m) (i) None of the properties currently or formerly owned or operated by a  member of the Consolidated Group is listed or proposed for listing on the NPL or on the  CERCLIS or any analogous foreign, state or local list or, to the best knowledge of the Borrowers,  is adjacent to any such property other than such properties of a member of the Consolidated  Group that, individually or in the aggregate, would not reasonably be expected to have a Material  Adverse Effect; (ii) there are no, and never have been any, underground or aboveground storage  tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous  Materials are being or have been treated, stored or disposed of on any property currently owned  or operated by any member of the Consolidated Group or, to the best knowledge of the  Borrowers, on any property formerly owned or operated by a member of the Consolidated Group  that, either individually or in the aggregate, would reasonably be expected to have a Material  Adverse Effect; (iii) there is no asbestos or asbestos-containing material on any property  currently owned or operated by a member of the Consolidated Group that, either individually or  in the aggregate, would reasonably be expected to have a Material Adverse Effect; and  (iv) Hazardous Materials have not been released, discharged or disposed of on any property  currently or formerly owned or operated by a member of the Consolidated Group or, to the best  knowledge of the Borrowers, on any adjoining property that, either individually or in the  aggregate, would reasonably be expected to have a Material Adverse Effect.    (n) No member of the Consolidated Group is undertaking, and no member of  the Consolidated Group has completed, either individually or together with other potentially  responsible parties, any investigation or assessment or remedial or response action relating to any  actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or  operation, either voluntarily or pursuant to the order of any governmental or regulatory authority  or the requirements of any Environmental Law that, either individually or in the aggregate,  would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials  generated, used, treated, handled or stored at, or transported to or from, any property currently or  formerly owned or operated by a member of the Consolidated Group have been disposed of in a  manner that, either individually or in the aggregate, would not reasonably be expected to have a  Material Adverse Effect.    (o) No member of the Consolidated Group is an “investment company,” or an  “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”  (each as defined in the Investment Company Act of 1940, as amended). Neither the making of  any Advances or Issuance of any Letter of Credit nor the application of the proceeds or  repayment thereof by the Borrowers, nor the consummation of the other transactions  contemplated hereby, will violate any provision of such Act or any rule, regulation or order of  the Securities and Exchange Commission thereunder.    (p) The Advances, obligations in respect of Letters of Credit and all related  obligations of the Loan Parties under this Agreement (including the Guaranty) rank at least pari  passu with all other unsecured obligations of the Loan Parties that are not, by their terms,  expressly subordinate to the obligations of the Loan Parties hereunder.  





 






NAI- 1523617476v596   (q) The proceeds of the Advances and Letters of Credit will be used in  accordance with Section 2.18.    (r) No member of the Consolidated Group or any of their respective officers  or directors (a) has violated or is in violation of, in any material respect, or has engaged in any  conduct or dealings that would be sanctionable under any applicable anti-money laundering law  or Sanctions or (b) is an Embargoed Person; provided that if any member of the Consolidated  Group (other than the Borrowers) becomes an Embargoed Person pursuant to clause (b)(iii) of  the definition thereof as a result of a country or territory becoming subject to any applicable  Sanctions program after the Closing Date, such Person shall not be an Embargoed Person so long  as (x) the Borrowers are, as applicable, taking reasonable steps to either obtain an appropriate  license for transacting business in such country or territory or to cause such Person to no longer  reside, be organized or chartered or have a place of business in such country or territory and (y)  such Person’s residing, being organized or chartered or having a place of business in such  country or territory would not be reasonably expected to have Material Adverse Effect. The  Consolidated Group (i) has adopted and maintains policies and procedures designed to ensure  compliance and are reasonably expected to continue to ensure compliance with any Sanction  imposed by the United States and (ii) will use commercially reasonable efforts to adopt and  maintain policies and procedures designed to ensure compliance with any applicable Sanction  other than those imposed by the United States.    (s) No member of the Consolidated Group is in violation, in any material  respects, of any applicable law, relating to anti-corruption (including the FCPA and the United  Kingdom Bribery Act of 2010 (“Anti-Corruption Laws”)) or counter-terrorism (including United  States Executive Order No. 13224 on Terrorist Financing, effective September 24, 2011, the  Patriot Act, the United Kingdom Terrorism Act of 2000, the United Kingdom Anti-Terrorism,  Crime and Security Act of 2011, the United Kingdom Terrorism (United Nations Measures)  Order of 2006, the United Kingdom Terrorism (United Nations Measures) Order of 2009 and the  United Kingdom Terrorist Asset-Freezing etc. Act of 2010). The Consolidated Group (i) has  adopted and maintains policies and procedures that are designed to ensure compliance and are  reasonably expected to continue to ensure compliance with the FCPA and (ii) will use  commercially reasonable efforts to adopt and maintain policies and procedures designed to  ensure compliance with the United Kingdom Bribery Act of 2010.    (t) [Reserved].    (u) [Reserved].    (v) [Reserved].    (w) Both on and immediately after the consummation of the transactions to  occur on the Closing Date, including the making of each Advance or issuance of each Letter of  Credit to be made on the Closing Date and the application of the proceeds of such Advances or  Letters of Credit, (a) the fair value of the assets of the Reporting Entity and its Subsidiaries on a  consolidated basis will exceed its debts and liabilities, subordinated, contingent or otherwise, (b)  the present fair saleable value of the assets of the Reporting Entity and its Subsidiaries on a  consolidated basis will be greater than the amount that will be required to pay the probable  liability on its debts and other liabilities, subordinated, contingent or otherwise, as such debts  





 






NAI- 1523617476v597   and other liabilities become absolute and matured, (c) the Reporting Entity and its Subsidiaries  on a consolidated basis will be able to pay its debts and liabilities, subordinated, contingent or  otherwise, as such debts and liabilities become absolute and matured and (d) the Reporting  Entity and its Subsidiaries on a consolidated basis will not have unreasonably small capital with  which to conduct the business in which it is engaged, as such business is now conducted and is  proposed to be conducted following the Closing Date.    (x) Since March 31, 2020, there has been no Material Adverse Change.    (y) [Reserved].    (z) No Borrower or Guarantor is an EEA Financial Institution.    ARTICLE V  COVENANTS  SECTION 5.01 Affirmative Covenants. So long as any Advance shall  remain unpaid, any Letter of Credit shall remain valid and outstanding (other than as cash  collateralized pursuant to the terms hereof) or any Lender shall have any Commitment hereunder,  the Reporting Entity will:    (a) Compliance with Laws, Etc. Comply, and cause each member of the  Consolidated Group to comply, with all applicable laws, rules, regulations and orders (such  compliance to include, without limitation, compliance with ERISA and Environmental Laws),  except to the extent that the failure to so comply, either individually or in the aggregate, would  not reasonably be expected to have a Material Adverse Effect.    (b) Payment of Taxes, Etc. Pay and discharge, or cause to be paid and  discharged, before the same shall become delinquent, all Taxes, assessments and governmental  charges levied or imposed upon a member of the Consolidated Group or upon the income, profits  or property of a member of the Consolidated Group, in each case except to the extent that (i) the  amount, applicability or validity thereof is being contested in good faith and by proper  proceedings or (ii) the failure to pay such Taxes, assessments and charges, either individually or  in the aggregate, would not reasonably be expected to have a Material Adverse Effect.    (c) Maintenance of Insurance. Maintain, and cause each member of the  Consolidated Group to maintain, insurance with responsible and reputable insurance companies  or associations (or pursuant to self-insurance arrangements) in such amounts and covering such  risks as is usually carried by companies engaged in similar businesses and owning similar  properties in the same general areas in which any member of the Consolidated Group operates.    (d) Preservation of Existence, Etc. Do, or cause to be done, all things  necessary to preserve and keep in full force and effect its and each other Loan Party’s (i)  existence and (ii) rights (charter and statutory) and franchises; provided, however, that any Loan  Party may consummate any merger or consolidation permitted under Section 5.02(b); and  provided, further, that no Loan Party shall be required to preserve any such right or franchise if  the management of the Borrowers shall determine that the preservation thereof is no longer  





 






NAI- 1523617476v598   desirable in the conduct of the business of such Loan Party and that the loss thereof is not  disadvantageous in any material respect to the Lenders.    (e) Visitation Rights. At any reasonable time and from time to time during  normal business hours (but not more than once annually if no Event of Default has occurred and  is continuing), upon reasonable notice to the Borrowers, permit the Administrative Agent or any  of the Lenders, or any agents or representatives thereof, to examine and make copies of and  abstracts from the records and books of account, and visit the properties, of the Consolidated  Group, and to discuss the affairs, finances and accounts of the Consolidated Group with any of  the members of the senior treasury staff of the Borrowers or any other Loan Party.    (f) Keeping of Books. Keep, and cause each of its Subsidiaries to keep,  proper books of record and account, in which full and correct entries shall be made of all  financial transactions and the assets and business of the Consolidated Group sufficient to permit  the preparation of financial statements in accordance with GAAP.    (g) Maintenance of Properties, Etc. Cause all of its and the Consolidated  Group’s properties that are used or useful in the conduct of its business or the business of any  member of the Consolidated Group to be maintained and kept in good condition, repair and  working order and supplied with all necessary equipment, and cause to be made all necessary  repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of  the Borrowers may be necessary so that the business carried on in connection therewith may be  properly and advantageously conducted at all times, except, in each case, where the failure to do  so would not reasonably be expected to result in a Material Adverse Effect.    (h) Guaranties.    (w) Subject to clause (y) below, cause any member of the Consolidated Group  (other than any Loan Party) that becomes an obligor in respect of any Existing STERIS  Notes, the Term Loan Agreement, the Delayed Draw Term Loan Agreement, the Bridge  Facility, the Securities or other Material Indebtedness, to guarantee the Guaranteed  Obligations pursuant to a joinder hereto substantially in the form of Exhibit E or any  other form agreed by the Administrative Agent, within 60 days thereof (or such later date  as the Administrative Agent may agree in its discretion).    (x) Upon the occurrence of a Guaranty Trigger Event, cause, within 60 days of the  Guaranty Trigger Date (or such later date as the Administrative Agent may agree in its  discretion), (i) subject to clause (y) below, Synergy and its wholly-owned Subsidiaries  that are Material Subsidiaries organized in England and Wales, (ii) subject to clause (z)  below, each other wholly-owned Subsidiary that is a Material Subsidiary of the Reporting  Entity (other than Synergy and its Subsidiaries) that is or becomes a Domestic Subsidiary  (other than a Receivables Subsidiary), (iii) subject to clause (y) below, each Material  Subsidiary of the Reporting Entity organized under the laws of Ireland or England and  Wales (other than STERIS Dover) that is or becomes a direct or indirect parent of  STERIS Corporation and (iv) any New PubCo, in each case, to guarantee the Guaranteed  Obligations pursuant to a joinder hereto substantially in the form of Exhibit E or any  other form agreed by the Administrative Agent (it being understood that any such joinder  





 






NAI- 1523617476v599   entered into pursuant to clause (iv) shall also join such New PubCo hereto as the  “Reporting Entity”).    (y) In no event shall Synergy or its Subsidiaries organized in England and Wales  or any Subsidiary of the Reporting Entity organized under the laws of Ireland or England  and Wales that is or becomes a direct or indirect parent of STERIS Corporation be  required to provide a guaranty hereunder if the Reporting Entity is treated as a United  States corporation for United States federal tax purposes. If the Reporting Entity is  treated as a United States corporation for United States federal tax purposes, any  guarantees from Synergy or its Subsidiaries or any Subsidiary of the Reporting Entity  organized under the laws of Ireland or England and Wales that is or becomes a direct or  indirect parent of STERIS Corporation shall terminate automatically and each such  guarantee will be void ab initio.    (z) To the extent that a Guaranty Trigger Period is then in effect and the target or  any subsidiary of the target in a Material Acquisition constitutes a wholly-owned  Domestic Subsidiary that is a Material Subsidiary upon consummation of such Material  Acquisition, use reasonable best efforts to cause such target and any such subsidiary of  such target to guarantee the Guaranteed Obligations pursuant to a joinder hereto  substantially in the form of Exhibit E or any other form agreed by the Administrative  Agent within 60 days of the consummation of such Material Acquisition (or such later  date as the Administrative Agent may agree in its discretion).    (i) Transactions with Affiliates. Conduct, and cause each member of the  Consolidated Group to conduct, all material transactions otherwise permitted under this  Agreement with any of their Affiliates (excluding the members of the Consolidated Group) on  terms that are fair and reasonable and no less favorable to the Reporting Entity or such  Subsidiary than it would obtain in a comparable arm’s-length transaction with a Person not an  Affiliate; provided that the restrictions of this Section 5.01(i) shall not apply to the following:    (i) the payment of dividends or other distributions (whether in cash,  securities or other property) with respect to any Equity Interests in a member of the  Consolidated Group, 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 in such  Person or any option, warrant or other right to acquire any such Equity Interests in such  Person;    (ii) payment of, or other consideration in respect of, compensation to,  the making of loans to and payment of fees and expenses of and indemnities to officers,  directors, employees or consultants of a member of the Consolidated Group and payment,  or other consideration in respect of, directors’ and officers’ indemnities;    (iii) transactions pursuant to any agreement to which a member of the  Consolidated Group is a party on the date hereof and set forth in Schedule 5.01(i);  





 






NAI- 1523617476v5100    (iv) transactions with joint ventures for the purchase or sale of property  or other assets and services entered into in the ordinary course of business and in a  manner consistent with past practices;    (v) [Reserved];    (vi) transactions approved by a majority of Disinterested Directors of  the Borrowers or of the relevant member of the Consolidated Group in good faith; or    (vii) any transaction in respect of which the Borrowers deliver to the  Administrative Agent (for delivery to the Lenders) a letter addressed to the board of  directors of the Borrowers (or the board of directors of the relevant member of the  Consolidated Group) from an accounting, appraisal or investment banking firm that is in  the good faith determination of the Borrowers qualified to render such letter, which letter  states that such transaction is on terms that are no less favorable to the Borrowers or the  relevant member of the Consolidated Group, as applicable, than would be obtained in a  comparable arm’s length transaction with a Person that is not an Affiliate.    (j) Reporting Requirements. Furnish to the Administrative Agent for further  distribution to the Lenders:    (i) within 45 days after the end of each of the first three quarters of  each fiscal year of the Reporting Entity, a Consolidated balance sheet of the Consolidated  Group as of the end of such quarter and Consolidated statements of income and cash  flows of the Consolidated Group for the period commencing at the end of the previous  fiscal year and ending with the end of such quarter, duly certified by the Chief Financial  Officer, the Controller or the Treasurer of the Reporting Entity as having been prepared  in accordance with GAAP (subject to the absence of footnotes and year-end audit  adjustments);    (ii) within 90 days after the end of each fiscal year of the Reporting  Entity, a copy of the annual audit report for such year for the Consolidated Group,  containing a Consolidated balance sheet of the Consolidated Group as of the end of such  fiscal year and Consolidated statements of income and cash flows of the Consolidated  Group for such fiscal year, in each case accompanied by an unqualified opinion or an  opinion reasonably acceptable to the Required Lenders by Ernst & Young LLP or other  independent public accountants of recognized national standing;    (iii) simultaneously with each delivery of the financial statements  referred to in subclauses (j)(i) and (j)(ii) of this Section 5.01, a certificate of the Chief  Financial Officer, the Controller or the Treasurer of the Reporting Entity that no Default  or Event of Default has occurred and is continuing (or if such event has occurred and is  continuing the actions being taken by the Reporting Entity to cure such Default or Event  of Default), including, if such covenant is tested at such time, setting forth in reasonable  detail the calculations necessary to demonstrate compliance with Section 5.03;    (iv) as soon as possible and in any event within five days after any  Responsible Officer shall have obtained knowledge of the occurrence of each Default  





 






NAI- 1523617476v5101    continuing on the date of such statement, a statement of the Chief Financial Officer, the  Controller or the Treasurer of the applicable Borrower setting forth details of such  Default and the action that the Borrowers have taken and propose to take with respect  thereto;    (v) promptly after the sending or filing thereof, copies of all reports  that the Reporting Entity sends to any of its securityholders, in their capacity as such, and  copies of all reports and registration statements that members of the Consolidated Group  file with the Securities and Exchange Commission or any national securities exchange  (excluding routine reports filed with the New York Stock Exchange and any reports filed  with the Regulatory News Service to satisfy London Stock Exchange Requirements);    (vi) promptly after a Responsible Officer obtains knowledge of the  commencement thereof, notice of all actions, suits, investigations, litigations and  proceedings before any court, governmental agency or arbitrator affecting the  Consolidated Group of the type described in Section 4.01(f)(b); and    (vii) such other information respecting the Consolidated Group as any  Lender through the Administrative Agent may from time to time reasonably request.    (k) [Reserved].    (l) OFAC and FCPA. The Loan Parties shall ensure and shall cause each  member of the Consolidated Group and their respective officers and directors (in their capacity  as officers and directors, as applicable, of members of the Consolidated Group) to ensure that, to  their knowledge, the proceeds of any Advances shall not be used by such Persons (i) to fund any  activities or business of or with any Embargoed Person, or in any country or territory, that at the  time of such funding is the target of any Sanctions, to the extent such activity or business is  prohibited by Sanctions, (ii) in any other manner that would result in a violation of any Sanctions  by the Agents, Lenders, the Reporting Entity or any member of the Consolidated Group or (iii) 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.    Information required to be delivered pursuant to subsections (i), (ii) and (v) of Section 5.01(j)  above shall be deemed to have been delivered if such information, or one or more annual or  quarterly or other reports or proxy statements containing such information, shall have been  posted and available on the website of the Securities and Exchange Commission at  http://www.sec.gov. Information required to be furnished pursuant to this Section 5.01 may also  be furnished by electronic communications pursuant to procedures approved by the  Administrative Agent. The Borrowers hereby acknowledge that the Administrative Agent and/or  the Joint Lead Arrangers will make available to the Lenders materials and/or information  provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by  posting the Borrower Materials on IntraLinks or another similar secure electronic system (the  “Platform”).    SECTION 5.02 Negative Covenants. So long as any Advance shall remain  unpaid, any Letter of Credit shall remain valid and outstanding (other than as cash collateralized  





 






NAI- 1523617476v5102    pursuant to the terms hereof) or any Lender shall have any Commitment hereunder, the  Reporting Entity will not and will not permit any member of the Consolidated Group to:    (a) Liens, Etc. Create, assume or suffer to exist any Lien upon any of its  property or assets (other than Unrestricted Margin Stock), whether now owned or hereafter  acquired; provided that this Section shall not apply to the following:    (i) Liens for taxes not yet due or that are being actively contested in  good faith by appropriate proceedings and for which adequate reserves have been  established in accordance with GAAP;    (ii) other statutory, common law or contractual Liens incidental to the  conduct of its business or the ownership of its property and assets that (A) were not  incurred in connection with the borrowing of money or the obtaining of advances or  credit, and (B) do not in the aggregate materially detract from the value of its property or  assets or materially impair the use thereof in the operation of its business;    (iii) pledges or deposits in the ordinary course of business in  connection with workers’ compensation, unemployment insurance and other social  security legislation, other than any Lien imposed by ERISA;    (iv) pledges or deposits to secure the performance of bids, trade  contracts and leases (other than Debt), statutory obligations, surety bonds (other than  bonds related to judgments or litigation), performance bonds and other obligations of a  like nature incurred in the ordinary course of business;    (v) Liens on property or assets to secure obligations owing to any  member of the Consolidated Group;    (vi) (A) purchase money Liens on fixed or capital assets or for the  deferred purchase price of property; provided that such Lien is limited to the purchase  price and only attaches to the property being acquired, constructed or improved and, for  the avoidance of doubt, proceeds thereof; provided further that purchase money Liens in  favor of any lender may be cross-collateralized with respect to other obligations of such  type owing to such lender and (B) capital or finance leases;    (vii) easements, zoning restrictions or other minor defects or  irregularities in title of real property not interfering in any material respect with the use of  such property in the business of any member of the Consolidated Group;    (viii) Liens existing on the Closing Date and, to the extent securing  obligations in excess of $25,000,000, set forth on Schedule 5.02(a) hereto;    (ix) any Lien granted to the Administrative Agent, for the benefit of the  Lenders;  





 






NAI- 1523617476v5103    (x) Liens on Receivables Related Assets of a Receivables Subsidiary  in connection with the sale of such Receivables Related Assets pursuant to Section  5.02(f)(iii) hereof;    (xi) in addition to the Liens permitted herein, additional Liens, so long  as the aggregate principal amount of all Debt and other obligations secured by such  Liens, when taken together with, without duplication, the principal amount of all Debt of  Subsidiaries that are not Guarantors incurred pursuant to Section 5.02(e)(viii) below,  does not exceed an amount equal to 10% of the Consolidated Total Assets at the time  such Debt or other obligation is created or incurred;    (xii) Permitted Encumbrances;    (xiii) any Lien existing on any property or asset prior to the acquisition  thereof by any member of the Consolidated Group or existing on any property or assets of  any Person at the time such Person becomes a Subsidiary after the Closing Date;  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, and (ii) such Lien  does not apply to any other property or assets of any member of the Consolidated Group  (other than Persons who become members of the Consolidated Group in connection with  such acquisition);    (xiv) Liens arising in connection with any margin posted related to  Hedge Agreements entered other than for speculative purposes;    (xv) any extension, renewal or replacement (or successive renewals or  replacements) in whole or in part of any Lien referred to in clauses (vi), (viii), (xi) and  (xiii) of this Section 5.02(a); provided that (x) the principal amount of the obligations  secured thereby shall be limited to the principal amount of the obligations secured by the  Lien so extended, renewed or replaced (and, to the extent provided in such clauses,  extensions, renewals and replacements thereof), (y) such Lien shall be limited to all or a  part of the assets that secured the obligation so extended, renewed or replaced and (z) in  the case of any extension, renewal or replacement (or successive renewals or  replacements) in whole or in part of any Lien referred to in clause (xi) of this Section  5.02(a) such extension, renewal or replacement (or successive renewals or replacements)  shall utilize basket capacity under such clause (xi) prior to any excess amount not  permitted thereunder being permitted under this clause (xv);    (xvi) Liens on the products and proceeds (including, without limitation,  insurance condemnation and eminent domain proceeds) of and accessions to, and  contract or other rights (including rights under insurance policies and product warranties)  derivative of or relating to, property subject to Liens under any of the paragraphs of this  Section 5.02(a); and    (xvii) Liens on the proceeds of Specified Indebtedness deposited with a  trustee or paying agent or otherwise segregated or held in trust or under an escrow or  





 






NAI- 1523617476v5104    other funding arrangement with respect to a Pending Transaction prior to the  consummation of such Pending Transaction.    (b) Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease  or otherwise dispose of (whether in one transaction or in a series of transactions) all or  substantially all of its assets (other than Unrestricted Margin Stock) (whether now owned or  hereafter acquired) to, any Person, except that:    (i) any member of (x) the Consolidated Group other than the  Borrowers may merge or consolidate with or into or (y) the Consolidated Group may  convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series  of transactions) all or substantially all of its assets to, in each case of clause (x) and (y),  any other member of the Consolidated Group;    (ii) any Borrower may merge or consolidate with or into any other  Person (including, but not limited to, any member of the Consolidated Group) so long as  (A) such Borrower is the surviving entity or (B) the surviving entity shall succeed, by  agreement, including an agreement where such succession occurs by operation of law, in  any case reasonably satisfactory in substance to the Administrative Agent (and such  agreement shall be provided to the Administrative Agent prior to the closing of such  merger or consolidation), to all of the businesses and operations of such Borrower and  shall assume all of the rights and obligations of such Borrower under this Agreement and  the other Loan Documents;    (iii) any member of the Consolidated Group (other than the Borrowers)  may merge or consolidate with or into another Person, convey, transfer, lease or  otherwise dispose of (whether in one transaction or in a series of transactions) all or  substantially all of its assets so long as (A) the consideration received in respect of such  merger, consolidation, conveyance, transfer, lease or other disposition is at least equal to  the fair market value of such assets as determined in good faith by the Reporting Entity  and (B) no Material Adverse Effect would reasonably be expected to result from such  merger, consolidation, conveyance, transfer, lease or other disposition; and    (iv) any member of the Consolidated Group (other than the Borrowers)  may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of  (whether in one transaction or in a series of transactions) all or substantially all of its  assets to another Person to effect (A) a transaction permitted by Section 5.02(f) (other  than clause (vii)(ii) thereof) or (B) a merger or consolidation with or into such Person  where such merger or consolidation results in such Person or the entity into which such  Person is merged or consolidated becoming a member of the Consolidated Group;    provided, in the cases of clauses (i), (ii) and (iii) hereof, that no Default or Event of Default shall  have occurred and be continuing at the time of such proposed transaction or would result  therefrom.    (c) Accounting Changes. Change the Reporting Entity’s fiscal year-end from  March 31 of each calendar year.  





 






NAI- 1523617476v5105    (d) Change in Nature of Business. Make any material change in the nature of  the business of the Consolidated Group, taken as a whole, from that carried out by STERIS plc  and its Subsidiaries on the Closing Date; it being understood that this Section 5.02(d) shall not  prohibit (i) the Transactions or (ii) members of the Consolidated Group from conducting any  business or business activities incidental or related to such business as carried on as of the  Closing Date or any business or activity that is reasonably similar or complementary thereto or a  reasonable extension, development or expansion thereof or ancillary thereto.    (e) Subsidiary Indebtedness. Permit any member of the Consolidated Group  that is not a Borrower or a Guarantor to incur Debt of any kind; provided that this Section shall  not apply to any of the following (without duplication):    (i) Debt incurred under the Loan Documents;    (ii) Debt of any member of the Consolidated Group to any member of  the Consolidated Group; provided that such Debt shall not have been transferred to any  other Person (other than to any member of the Consolidated Group);    (iii) Debt outstanding on the Closing Date and, to the extent in respect  of obligations in excess of $25,000,000, set forth on Schedule 5.02(e) (it being  understood that any Debt in excess of $25,000,000 outstanding on the Closing Date that  is otherwise permitted under another clause of Section 5.02(e) need not be set forth on  Schedule 5.02(e) in order to be so permitted under such other clause) and any extension,  renewal, refinancing, refunding, replacement or restructuring (or successive extensions,  renewals, refinancings, refundings, replacements or restructurings) of any such Debt from  time to time (in whole or in part); provided that the outstanding principal amount of any  such Debt may only be increased (x) to the extent of any accrued interest, premiums,  fees, costs and expenses incurred in connection with the extension, renewal, refinancing,  refunding, replacement or restructuring of such Debt or (y) to the extent any such  increase is permitted to be incurred under any other clause of this Section 5.02(e);    (iv) (i) Debt of any member of the Consolidated Group incurred to  finance the acquisition, construction or improvement of any fixed or capital assets,  including capital or finance leases and any Debt assumed in connection with the  acquisition of any such assets (provided that such Debt is incurred or assumed prior to or  within 90 days after such acquisition or the completion of such construction or  improvement and the principal amount of such Debt does not exceed the cost of  acquiring, constructing or improving such fixed or capital assets) and (ii) any extension,  renewal, refinancing, refunding, replacement or restructuring (or successive extensions,  renewals, refinancings, refundings, replacements or restructurings) of any such Debt from  time to time (in whole or in part); provided that the aggregate principal amount of Debt  permitted by this clause (iv) shall not exceed $100,000,000 at any time outstanding;    (v) Debt under or related to Hedge Agreements entered into for non-  speculative purposes;  





 






NAI- 1523617476v5106    (vi) letters of credit, bank guarantees, warehouse receipts or similar  instruments issued to support performance obligations and trade letters of credit (other  than obligations in respect of other Debt) in the ordinary course of business;    (vii) Debt of Receivables Subsidiaries in respect of Permitted  Receivables Facilities in an aggregate principal amount at any time outstanding not to  exceed $250,000,000;    (viii) (i) any other Debt (not otherwise permitted under this Agreement),  and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or  successive extensions, renewals, refinancings, refundings, replacements or restructurings)  of Debt outstanding under this clause (viii), provided that, the aggregate principal amount  of (1) all Debt incurred under this clause (viii) and (2) without duplication, all Debt and  other obligations secured by Liens incurred under Section 5.02(a)(xi) shall not exceed  10% of Consolidated Total Assets at the time such Debt is incurred (except that Debt  incurred in reliance on clause (ii) of this Section 5.02(e)(viii) will in any event be  permitted (but will utilize basket capacity under this clause (viii)) so long as the principal  amount of such Debt does not exceed the principal amount of the Debt extended,  renewed, refinanced, refunded, replaced or restructured plus any accrued interest,  premiums, fees, costs and expenses incurred in connection with the extension, renewal,  refinancing, refunding, replacement or restructuring of such Debt);    (ix) Debt owed to any officers or employees of any member of the  Consolidated Group; provided that the aggregate principal amount of all such Debt shall  not exceed $10,000,000 at any time outstanding;    (x) guarantees of any Debt permitted pursuant to this Section 5.02(e);    (xi) Debt in respect of bid, performance, surety bonds or completion  bonds issued for the account of any member of the Consolidated Group in the ordinary  course of business, including guarantees or obligations of any member of the  Consolidated Group with respect to letters of credit supporting such bid, performance,  surety or completion obligations;    (xii) Debt incurred or arising from or as a result of agreements  providing for indemnification, deferred payment obligations, purchase price adjustments,  earn-out payments or similar obligations;    (xiii) Debt in connection with overdue accounts payable, which are  being contested in good faith and for which adequate reserves have been established in  accordance with GAAP;    (xiv) Debt arising or incurred as a result of or from the adjudication or  settlement of any litigation or from any arbitration or mediation award or settlement, in  any case involving any member of the Consolidated Group; provided that the judgment,  award(s) and/or settlements to which such Debt relates would not constitute an Event of  Default under Section 6.01(f);  





 






NAI- 1523617476v5107    (xv) Debt in respect of netting services, automatic clearing house  arrangements, employees’ credit or purchase cards, overdraft protections and similar  arrangements in each case incurred in the ordinary course of business; and    (xvi) (i) Debt of any Person which becomes a Subsidiary after the  Closing Date or is merged with or into or consolidated or amalgamated with any member  of the Consolidated Group after the Closing Date and Debt expressly assumed in  connection with the acquisition of an asset or assets from any other Person; provided that  (A) such Debt existed at the time such Person became a Subsidiary or of such merger,  consolidation, amalgamation or acquisition and was not created in anticipation thereof  and (B) immediately after such Person becomes a Subsidiary or such merger,  consolidation, amalgamation or acquisition, (x) no Default shall have occurred and be  continuing and (y) the Reporting Entity shall be in compliance with Section 5.03 on a pro  forma basis; and (ii) any extension, renewal, refinancing, refunding, replacement or  restructuring (or successive extensions, renewals, refinancings, refundings, replacements  or restructurings) of any such Debt from time to time (in whole or in part), provided that  the outstanding principal amount of any such Debt may only be increased (x) to the  extent of any accrued interest, premiums, fees, costs and expenses incurred in connection  with the extension, renewal, refinancing, refunding, replacement or restructuring of such  Debt or (y) to the extent any such increase is permitted to be incurred under any other  clause of this Section 5.02(e).    (f) Dispositions. Convey, sell, assign, transfer or otherwise dispose of (each, a  “Disposition”) any of its property or assets outside the ordinary course of business, other  than to any member of the Consolidated Group, except for:    (i) Dispositions of assets and property that are (i) obsolete, worn,  damaged, uneconomic or otherwise deemed by any member of the Consolidated Group to  no longer be necessary or useful in the operation of such member of the Consolidated  Group’s current or anticipated business or (ii) replaced by other assets or property of  similar suitability and value;    (ii) Dispositions of cash and Cash Equivalents;    (iii) Dispositions of accounts receivable (i) in connection with the  compromise or collection thereof, (ii) deemed doubtful or uncollectible in the reasonable  discretion of any member of the Consolidated Group, (iii) obtained by any member of the  Consolidated Group in the settlement of joint interest billing accounts, (iv) granted to  settle collection of accounts receivable or the sale of defaulted accounts arising in  connection with the compromise or collection thereof and not in connection with any  financing transaction or (v) in connection with a Permitted Receivables Facility;    (iv) any other Disposition (not otherwise permitted under this  Agreement) of any assets or property; provided that after giving effect thereto, the  Reporting Entity would be in pro forma compliance with the covenants set forth in  Section 5.03;  





 






NAI- 1523617476v5108    (v) Dispositions by any member of the Consolidated Group of all or  any portion of any Subsidiary that is not a Material Subsidiary;    (vi) leases, licenses, subleases or sublicenses by any member of the  Consolidated Group of intellectual property in the ordinary course of business;    (vii) Dispositions arising as a result of (i) the granting or incurrence of  Liens permitted under Section 5.02(a) or (ii) transactions permitted under Section 5.02(b)  (other than Section 5.02(b)(iii)) of this Agreement;    (viii) any Disposition or series of related Dispositions that does not  individually or in the aggregate exceed $10,000,000;    (ix) Dispositions constituting terminations or expirations of leases,  licenses and other agreements in the ordinary course of business; and    (x) contributions of assets in the ordinary course of business to joint  ventures entered into in the ordinary course of business.    SECTION 5.03 Financial Covenants. As of the last day of the first fiscal  quarter of the Reporting Entity ended on or after the Closing Date and on the last day of each  fiscal quarter of the Reporting Entity ending thereafter:    (a) The Reporting Entity will not permit the ratio of (x) Consolidated Total  Debt at such time to (y) Consolidated EBITDA for the four consecutive fiscal quarter period  ending as of such date to exceed 3.50 to 1.00; provided, that the ratio referenced in this Section  5.03(a) shall be increased by 0.25 to 1.00 after a Material Acquisition for a period of four fiscal  quarters after the date of such Material Acquisition; and    (b) The Reporting Entity will not permit the ratio of Consolidated EBITDA to  Consolidated Interest Expense for the period of four fiscal quarters ending on such date, to be  less than 3.00:1.00.    ARTICLE VI  EVENTS OF DEFAULT  SECTION 6.01 Events of Default. If any of the following events (“Events  of Default”) shall occur and be continuing:    (a) any Loan Party, as applicable, shall fail (i) to pay any principal of any  Advance when the same becomes due and payable; (ii) to pay any reimbursement obligation in  respect of any LC Disbursement within three Business Days after the same becomes due and  payable; or (iii) to pay any interest on any Advance or make any payment of fees or other  amounts payable under this Agreement within five Business Days after the same becomes due  and payable; or    (b) any representation or warranty made by a Loan Party herein or in any other  Loan Document or by a Loan Party (or any of its officers or directors) in connection with this  





 






NAI- 1523617476v5109    Agreement or in any certificate or other document furnished pursuant to or in connection with  this Agreement, if any, in each case shall prove to have been incorrect in any material respect  when made or deemed made; or    (c) (i) a Borrower shall fail to perform or observe any term, covenant or  agreement contained in Sections 5.01(d)(i), 5.01(j)(iv), 5.02(a), 5.02(b), 5.02(d), 5.02(e), 5.02(f)  or 5.03 or (ii) a Borrower shall fail to perform or observe any term, covenant or agreement  contained in Section 5.01(e) or clauses (i)-(iii) or (v)-(vii) of Section 5.01(j) if such failure shall  remain unremedied for 10 Business Days after written notice thereof shall have been given to  such Borrower by the Administrative Agent or any Lender, or (iii) a Borrower or any other Loan  Party shall fail to perform or observe any other term, covenant or agreement contained in any  Loan Document, if any, in each case on its part to be performed or observed if such failure shall  remain unremedied for 30 days after written notice thereof shall have been given to such  Borrower by the Administrative Agent or any Lender; or    (d) a Borrower, any Guarantor or any Significant Subsidiary shall fail to pay  any principal of or premium or interest on any Material Indebtedness of such Borrower, or such  Guarantor or such Significant Subsidiary, respectively, when the same becomes due and payable  (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and  such failure shall continue after the applicable grace period, if any, specified in the agreement or  instrument relating to such Debt; or any other event shall occur or condition shall exist under any  agreement or instrument relating to any such Debt and shall continue after the applicable grace  period, if any, specified in such agreement or instrument, if the effect of such event or condition  is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall  be declared to be due and payable, or required to be prepaid or redeemed (other than by a  regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to  prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to  the stated maturity thereof; or    (e) any Loan Party or any Significant Subsidiary shall generally not pay its  debts as such debts become due, or shall admit in writing its inability to pay its debts generally,  or shall make a general assignment for the benefit of creditors; or any proceeding shall be  instituted by or against the Loan Party or any Significant Subsidiary seeking to adjudicate it as  bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement,  adjustment, protection, relief, or composition of it or its debts under any law relating to  bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for  relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any  substantial part of its property and, in the case of any such proceeding instituted against it (but  not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60  days; or the Loan Party or any Significant Subsidiary shall take any corporate action to authorize  any of the actions set forth above in this Section 6.01(e); or    (f) any one or more judgments or orders for the payment of money in excess  of the greater of (x) $150,000,000 and (y) 3% of Consolidated Total Assets shall be rendered  against a Loan Party or any Significant Subsidiary and either (i) enforcement proceedings shall  have been commenced by any creditor upon such judgment or order or (ii) there shall be any  period of 60 consecutive days during which a stay of enforcement of such judgment or order, by  reason of a pending appeal or otherwise, shall not be in effect; provided, however, that, for  





 






NAI- 1523617476v5110    purposes of determining whether an Event of Default has occurred under this Section 6.01(f), the  amount of any such judgment or order shall be reduced to the extent that (A) such judgment or  order is covered by a valid and binding policy of insurance between the defendant and the insurer  covering payment thereof and (B) such insurer, which shall be rated at least “A” by A.M. Best  Company, has been notified of, and has not disputed the claim made for payment of, such  judgment or order; or    (g) (i) any Person or two or more Persons acting in concert shall have  acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange  Commission under the Securities Exchange Act of 1934, as amended), directly or indirectly, of  Voting Stock of the Reporting Entity (or other securities convertible into or exchangeable for  such Voting Stock) representing 50% or more of the combined voting power of all Voting Stock  of the Reporting Entity (on a fully diluted basis), unless such Reporting Entity becomes a direct  or indirect wholly-owned Subsidiary of a holding company and the direct or indirect holders of  Voting Stock of such holding company immediately following that transaction are substantially  the same as the holders of the Reporting Entity’s Voting Stock immediately prior to that event  (such new holding company, a “New PubCo”); or (ii) during any period of up to 24 consecutive  months, a majority of the members of the board of directors of the Reporting Entity shall not be  Continuing Directors; or    (h) one or more of the following shall have occurred or is reasonably expected  to occur, which in each case would reasonably be expected to result in a Material Adverse  Effect: (i) any ERISA Event with respect to any Plan; (ii) the partial or complete withdrawal of  the Reporting Entity or any ERISA Affiliate from a Multiemployer Plan; or (iii) the insolvency  or termination of a Multiemployer Plan; or    (i) this Agreement (including the Guaranty set forth in Article VIII) shall  cease to be valid and enforceable against the Loan Parties (except to the extent it is terminated in  accordance with its terms) or a Loan Party shall so assert in writing;    then, and in any such event, the Administrative Agent (i) shall at the request, or may with the  consent, of the Required Lenders, by notice to the Borrowers, declare the obligation of each  Lender to make Advances and issue Letters of Credit to be terminated, whereupon the same shall  forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required  Lenders, by notice to the Borrowers, declare the Advances, all interest thereon and all other  amounts payable under this Agreement to be forthwith due and payable, whereupon the  Advances, all such interest and all such amounts shall become and be forthwith due and payable,  without presentment, demand, protest or further notice of any kind, all of which are hereby  expressly waived by the Borrowers; provided, however, that in the event of an Event of Default  under Section 6.01(e), (A) the Commitment of each Lender shall automatically be terminated and  (B) the Advances, all such interest and all such amounts shall automatically become and be due  and payable, without presentment, demand, protest or any notice of any kind, all of which are  hereby expressly waived by the Borrowers.  





 






NAI- 1523617476v5111    ARTICLE VII  THE AGENTS  SECTION 7.01 Authorization and Action. Each of the Lenders and Issuing  Banks hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the  Administrative Agent hereunder and under the other Loan Documents and authorizes the  Administrative Agent to take such actions on its behalf and to exercise such powers as are  delegated to the Administrative Agent by the terms hereof or thereof, together with such actions  and powers as are reasonably incidental thereto. The provisions of this Article are solely for the  benefit of the Administrative Agent, the Lenders and the Issuing Banks and neither the  Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such  provisions. It is understood and agreed that the use of the term “agent” herein or in any other  Loan Documents (or any other similar term) with reference to the Administrative Agent is not  intended to connote any fiduciary or other implied (or express) obligations arising under agency  doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is  intended to create or reflect only an administrative relationship between contracting parties.    SECTION 7.02 Administrative Agent Individually. The Person serving as  the Administrative Agent hereunder shall have the same rights and powers in its capacity as a  Lender and Issuing Bank, as applicable, as any other Lender and may exercise the same as  though it were not the Administrative Agent and the term “Lender” or “Lenders”, or “Issuing  Bank” or “Issuing Banks”, as applicable, shall, unless otherwise expressly indicated or unless the  context otherwise requires, include the Person serving as the Administrative Agent hereunder in  its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to,  own securities of, act as the financial advisor or in any other advisory capacity for and generally  engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as  if such Person were not the Administrative Agent hereunder and without any duty to account  therefor to the Lenders.    SECTION 7.03 Duties of Administrative Agent; Exculpatory Provisions.  The Administrative Agent shall have no duties or obligations except those expressly set forth  herein and in the other Loan Documents, and its duties hereunder shall be administrative in  nature. Without limiting the generality of the foregoing, the Administrative Agent:    (a) shall not be subject to any fiduciary or other implied duties, regardless of  whether a Default has occurred and is continuing;    (b) shall not have any duty to take any discretionary action or exercise any  discretionary powers, except discretionary rights and powers expressly contemplated hereby or  by the other Loan Documents that the Administrative Agent is required to exercise as directed in  writing by the Required Lenders (or such other number or percentage of the Lenders as shall be  expressly provided for herein or in the other Loan Documents); provided that the Administrative  Agent shall not be required to take any action that, in its opinion or the opinion of its counsel,  may expose the Administrative Agent to liability or that is contrary to any Loan Document or  applicable law, including for the avoidance of doubt any action that may be in violation of the  





 






NAI- 1523617476v5112    automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or  termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and    (c) shall not, except as expressly set forth herein and in the other Loan  Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any  information relating to the Borrowers or any of its Affiliates that is communicated to or obtained  by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.    The Administrative Agent shall not be liable for any action taken or not taken by  it (i) with the consent or at the request of the Required Lenders (or such other number or  percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in  good faith shall be necessary, under the circumstances as provided in Sections 6.01 and 9.01) or  (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of  competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall not  be deemed not to have knowledge of any Default unless and until notice describing such Default  is given in writing to the Administrative Agent by the Borrowers or a Lender.    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 this Agreement or any other Loan Document, (ii) the contents of any certificate, report or  other document delivered hereunder or thereunder or in connection herewith or therewith, (iii)  the performance or observance of any of the covenants, agreements or other terms or conditions  set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability,  effectiveness or genuineness of this Agreement, any other Loan Document or any other  agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III  or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to  the Administrative Agent.    Each of the Finance Parties hereby exempts the Administrative Agent from the  restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and  similar restrictions applicable to it pursuant to any other applicable law, in each case to the  extent legally possible to such Finance Party. A Finance Party which cannot grant such  exemption shall notify the Administrative Agent accordingly and, upon request of the  Administrative Agent, either act in accordance with the terms of this Agreement and/or any other  Loan Document as required pursuant to this Agreement and/or such other Loan Document or  grant a special power of attorney to a party acting on its behalf, in a manner that is not prohibited  pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and/or any other  applicable laws.    SECTION 7.04 Reliance by Administrative Agent. The Administrative  Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice,  request, certificate, consent, statement, instrument, document or other writing (including any  electronic message, internet or intranet website posting or other distribution) believed by it to be  genuine and to have been signed, sent or otherwise authenticated by the proper Person or Persons  (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on  any Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that  reproduces an image of an actual executed signature page). The Administrative Agent also may  rely upon any statement made to it orally or by telephone and believed by it to have been made  





 






NAI- 1523617476v5113    by the proper Person, and shall not incur any liability for relying thereon. In determining  compliance with any condition hereunder to the making of an Advance that by its terms must be  fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such  condition is satisfactory to such Lender unless the Administrative Agent shall have received  notice to the contrary from such Lender prior to the making of such Advance. The  Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers),  independent accountants and other experts selected by it, and shall not be liable for any action  taken or not taken by it in accordance with the advice of any such counsel, accountants or  experts.    SECTION 7.05 Delegation of Duties. The Administrative Agent may  perform any and all of its duties and exercise its rights and powers hereunder or any other Loan  Document by or through any one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such sub-agent may perform any and all of its duties and  exercise its rights and powers by or through their respective Related Parties. The exculpatory  provisions of this Article shall apply to any such sub-agent and to the Related Parties of the  Administrative Agent and any such sub-agent, and shall apply to their respective activities in  connection with the syndication of the credit facilities provided for herein as well as activities as  Administrative Agent. The Administrative Agent shall not be responsible for the negligence or  misconduct of any sub-agents except to the extent that a court of competent jurisdiction  determines in a final and nonappealable judgment that the Administrative Agent acted with gross  negligence or willful misconduct in the selection of such sub-agents.    SECTION 7.06 Resignation of Administrative Agent.    (a) The Administrative Agent may at any time give notice of its resignation to  the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required  Lenders shall have the right, with the consent of the Borrowers (such consent not to be  unreasonably withheld or delayed, and only so long as no Event of Default has occurred and is  continuing), to appoint a successor, which shall be a bank with an office in the United States, or  an Affiliate of any such bank with an office in the United States. If no such successor shall have  been so appointed by the Required Lenders and consented to by the Borrowers and shall have  accepted such appointment within 30 days after the retiring Administrative Agent gives notice of  its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation  Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on  behalf of the Lenders, with the consent of the Borrowers (such consent not to be unreasonably  withheld or delayed), appoint a successor Administrative Agent meeting the qualifications set  forth above. Whether or not a successor has been appointed, such resignation shall become  effective in accordance with such notice on the Resignation Effective Date.    (b) If the Person serving as Administrative Agent is a Defaulting Lender  pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent  permitted by applicable law, by notice in writing to the Borrowers and such Person remove such  Person as Administrative Agent and, with the consent of the Borrowers (such consent not to be  unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so  appointed by the Required Lenders and consented to by the Borrowers and shall have accepted  such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders)  





 






NAI- 1523617476v5114    (the “Removal Effective Date”), then such removal shall nonetheless become effective in  accordance with such notice on the Removal Effective Date.    (c) With effect from the Resignation Effective Date or the Removal Effective  Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from  its duties and obligations hereunder and under the other Loan Documents and (2) except for any  indemnity payments or other amounts then owed to the retiring or removed Administrative  Agent, all payments, communications and determinations provided to be made by, to or through  the Administrative Agent shall instead be made by or to each Lender directly, until such time, if  any, as a successor Administrative Agent is appointed as provided for above. Upon the  acceptance of a successor’s appointment as Administrative Agent hereunder, such successor  shall succeed to and become vested with all of the rights, powers, privileges and duties of the  retiring (or removed) Administrative Agent (other than as provided in Section 2.16(l) and other  than any rights to indemnity payments or other amounts owed to the retiring or removed  Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as  applicable), and the retiring or removed Administrative Agent shall be discharged from all of its  duties and obligations hereunder or under the other Loan Documents (if not already discharged  therefrom as provided above in this Section). The fees payable by each Borrower to a successor  Administrative Agent shall be the same as those payable to its predecessor unless otherwise  agreed between such Borrower and such successor. After the retiring or removed Administrative  Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions  of this Article VII and Section 9.04 shall continue in effect for the benefit of such retiring or  removed Administrative Agent, its sub-agents and their respective Related Parties in respect of  any actions taken or omitted to be taken by any of them while the retiring or removed  Administrative Agent was acting as Administrative Agent.    SECTION 7.07 Non-Reliance on Administrative Agent and Other Lenders;  Acknowledgments.    (a) Each Lender represents and warrants that (i) the Loan Documents set forth  the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding  commercial loans and in providing other facilities set forth herein as may be applicable to such  Lender in the ordinary course of business, and not for the purpose of purchasing, acquiring or  holding any other type of financial instrument (and each Lender agrees not to assert a claim in  contravention of the foregoing), (iii) it has, independently and without reliance upon the  Administrative Agent or any other Lender or any of their Related Parties and based on such  documents and information as it has deemed appropriate, made its own credit analysis and  decision to enter into this Agreement and (iv) it is sophisticated with respect to decisions to  make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as  may be applicable to such Lender, and either it, or the Person exercising discretion in making its  decision to make, acquire and/or hold such commercial loans or to provide such other facilities.  Each Lender also acknowledges that it will, independently and without reliance upon the  Administrative Agent or any other Lender or any of their Related Parties and based on such  documents and information as it shall from time to time deem appropriate, continue to make its  own decisions in taking or not taking action under or based upon this Agreement, any other Loan  Document or any related agreement or any document furnished hereunder or thereunder.  





 






NAI- 1523617476v5115    (b) (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 7.07(b) 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) The Borrowers and each other Loan Party from time to time party  hereto hereby agree that (x) in the event an erroneous Payment (or portion thereof) is not  recovered from any Lender that has received such Payment (or portion thereof) for any  reason, the Administrative Agent shall be subrogated to all the rights of such Lender with  respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay,  discharge or otherwise satisfy any obligations owed by a Borrower or any other Loan  Party.    (iv) Each party’s obligations under this Section 7.07(b) shall survive  the resignation or replacement of the Administrative Agent or any transfer of rights or  





 






NAI- 1523617476v5116    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.    SECTION 7.08 Other Agents. None of the Lenders identified on the facing  page or signature pages of this Agreement as an “arranger”, “book runner”, “syndication agent”,  “co-documentation agent” or “senior managing agent” shall have any right, power, obligation,  liability, responsibility or duty under this Agreement other than those applicable to all Lenders as  such. Without limiting the foregoing, none of the Lenders so identified shall have or be deemed  to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not  relied, and will not rely, on any of the Lenders so identified in deciding to enter into this  Agreement or in taking or not taking action hereunder.    SECTION 7.09 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 Joint Lead Arrangers and their  respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of any 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 Advances,  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 Advances, the  Letters of Credit, the Commitments and this Agreement, and the conditions for  exemptive relief thereunder are and will continue to be satisfied in connection therewith;    (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 Advances, the Letters of  Credit, the Commitments and this Agreement, (C) the entrance into, participation in,  administration of and performance of the Advances, the Letters of Credit, the  Commitments and this Agreement satisfies the requirements of sub-sections (b) through  (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the  requirements of subsection (a) of Part I or PTE 84-14 are satisfied with respect to such  Lender’s entrance into, participation in, administration of and performance of the  Advances, the Letters of Credit, the Commitments and this Agreement; or  





 






NAI- 1523617476v5117    (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 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 Joint  Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the  benefit of any Loan Party, that none of the Administrative Agent or any Joint Lead Arranger or  any of their respective Affiliates is a fiduciary with respect to 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).    ARTICLE VIII  GUARANTY  SECTION 8.01 Guaranty. Subject to Section 5.01(h)(y), each Guarantor,  on a joint and several basis, absolutely, unconditionally and irrevocably guarantees to the  Administrative Agent for the ratable benefit of the Lender Parties (defined below) (the  “Guaranty”), as a guarantee of payment and not merely as a guarantee of collection, prompt  payment when due, whether at stated maturity, upon acceleration, demand or otherwise, and at  all times thereafter, of all existing and future indebtedness and liabilities, whether for principal,  interest (including interest accruing during the pendency of any bankruptcy, insolvency,  receivership or similar proceeding, regardless of whether allowed or allowable in such  proceeding), premiums, fees, indemnities, contract causes of action, costs, expenses or  otherwise, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or  involuntary, of the Reporting Entity and Borrowers to the Lenders, Issuing Banks and the  Administrative Agent (collectively, the “Lender Parties”) arising under this Agreement or any  other Loan Document, including all renewals, extensions and modifications thereof (collectively,  the “Guaranteed Obligations”). This Guaranty shall not be affected by the genuineness, validity,  regularity or enforceability of the Guaranteed Obligations or any instrument or agreement  evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection  or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed  Obligations which might otherwise constitute a defense to the obligations of the Guarantor under  this Guaranty (other than payment in full in cash).    SECTION 8.02 No Termination. Except as permitted under Section 8.08,  this Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or  hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other  than contingent indemnification obligations not yet due and payable) and any other amounts  payable under this Guaranty are indefeasibly paid and performed in full and the Commitments  have terminated.    SECTION 8.03 Waiver by the Guarantors. Each Guarantor waives notice  of the acceptance of this Guaranty and of the extension or continuation of the Guaranteed  





 






NAI- 1523617476v5118    Obligations or any part thereof. Each Guarantor further waives presentment, protest, notice,  dishonor or default, demand for payment and any other notices to which the Guarantor might  otherwise be entitled other than any notice required hereunder.    SECTION 8.04 Subrogation. No Guarantor shall exercise any right of  subrogation, reimbursement, exoneration, indemnification or contribution, any right to  participate in any claim or remedy of the Lender Parties or any similar right with respect to any  payment it makes under this Guaranty with respect to the Guaranteed Obligations until all of the  Guaranteed Obligations (other than contingent indemnification obligations not yet due and  payable) have been paid in full in cash and the Commitments have terminated. If any amount is  paid to the Guarantor in violation of the foregoing limitation, then such amounts shall be held in  trust for the benefit of the Lender Parties and shall forthwith be paid to the Lender Parties to  reduce the amount of the Guaranteed Obligations, whether matured or unmatured.    SECTION 8.05 Waiver of Defenses. The liability of each Guarantor under  this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and to the extent  not prohibited by applicable law, the Guarantor hereby irrevocably waives any defenses it may  now have or hereafter acquire in any way relating to, any or all of the following:    (a) any lack of validity or enforceability against the Borrowers of this  Agreement or any agreement or other instrument relating thereto;    (b) any change in the time, manner or place of payment of, or in any other  term of, all or any of the Guaranteed Obligations or any other obligation of the Borrowers under  or in respect of this Agreement or any other amendment or waiver of or any consent to departure  from this Agreement, including, without limitation, any increase in the Guaranteed Obligations  resulting from the extension of additional credit to the Borrowers or any other member of the  Consolidated Group or otherwise;    (c) any taking, exchange, release or non-perfection of any collateral or any  taking, release or amendment or waiver of, or consent to departure from, any other guaranty for  all or any of the Guaranteed Obligations;    (d) any manner of application of collateral, if any, or assets, or proceeds  thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of  any collateral or other assets for all or any of the Guaranteed Obligations;    (e) any change, restructuring or termination of the corporate structure or  existence of a Borrower or other member of the Consolidated Group;    (f) any failure of the Administrative Agent or any Lender to disclose to a  Guarantor any information relating to the business, condition (financial or otherwise), operations,  performance, properties or prospects of the Borrowers now or hereafter known to the  Administrative Agent or such Lender (each Guarantor waiving any duty on the part of the  Administrative Agent and the Lenders to disclose such information);    (g) the release or reduction of liability of any other Guarantor or other  guarantor or surety with respect to the Guaranteed Obligations; or  





 






NAI- 1523617476v5119    (h) any other circumstance (including, without limitation, any statute of  limitations) or any existence of or reliance on any representation by the Administrative Agent or  any Lender that might otherwise constitute a defense available to, or a discharge of, a Borrower,  any Guarantor or any other guarantor or surety (other than defense of payment in full in cash).    This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time  any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by  any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of a  Borrower or any other Loan Party or otherwise, all as though such payment had not been made.    SECTION 8.06 Exhaustion of Other Remedies Not Required. The  obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety.  Each Guarantor waives diligence by the Lender Parties and action on delinquency in respect of  the Guaranteed Obligations or any part thereof, including, without limitation, any provision of  law requiring the Lender Parties to exhaust any right or remedy or to take any action against a  Borrower, any other guarantor or any other Person or property before enforcing this Guaranty  against such Guarantor.    SECTION 8.07 Stay of Acceleration. If acceleration of the time for  payment of any of the Guaranteed Obligations is stayed, upon any action or proceeding, of a  Borrower or any other Person, or otherwise, all such amounts shall nonetheless be payable by the  Guarantors immediately upon demand by the Administrative Agent as and to the extent that the  Administrative Agent has the right to demand such amounts pursuant to Section 6.01 hereof.    SECTION 8.08 Release of Guarantees.    (a) Upon a Guaranty Termination Date, each Guarantor (other than STERIS  Corporation, STERIS Limited, STERIS Irish FinCo, the Reporting Entity and any Designated  Borrower) shall automatically without delivery of any instrument or performance of any act by  any party be released from this Guaranty (for so long as such ratings are maintained at such  levels or higher), in each case except to the extent that any such entity remains an obligor in  respect of any Existing STERIS Notes, the Term Loan Agreement, the Delayed Draw Term Loan  Agreement, the Bridge Facility, the Securities or other Material Indebtedness, in which case the  Guaranty of such entity shall remain in effect until such indebtedness is repaid or such entity  shall cease to be a guarantor thereof.    (b) A Guarantor (other than STERIS Corporation, STERIS Limited, STERIS  Irish FinCo, the Reporting Entity and any Designated Borrower) that was required to guarantee  the Guaranteed Obligations pursuant to Section 5.01(h)(w) shall automatically without delivery  of any instrument or performance of any act by any party be released from its obligations  hereunder when the applicable indebtedness with respect to which such Guarantor was an  obligor is repaid or such entity shall cease to be a guarantor thereof, in each case except to the  extent a Guaranty Trigger Period is then in effect, in which case the Guaranty of such entity shall  remain in effect until the Guaranty Termination Date.    (c) A Guarantor (other than STERIS Corporation, STERIS Limited, STERIS  Irish FinCo, the Reporting Entity and any Designated Borrower) shall automatically without  delivery of any  instrument or performance of any act by any party be released from its  





 






NAI- 1523617476v5120    obligations hereunder (i) upon the consummation of any transaction permitted by this Agreement  as a result of which such Guarantor ceases to be a Subsidiary of the Reporting Entity, (ii) at such  time that such Guarantor is no longer (x) a Material Subsidiary of STERIS Corporation that is a  Domestic Subsidiary, (y) a Material Subsidiary of Synergy that is organized under the laws of  England and Wales (or in the case of Synergy itself, no longer a Material Subsidiary that is  organized under the laws of England and Wales) or (z) a Material Subsidiary of the Reporting  Entity and a direct or indirect parent of STERIS Corporation that is organized under the laws of  Ireland or England and Wales; provided that if the Reporting Entity desires such entity to remain  a Guarantor, the Reporting Entity shall notify the Administrative Agent in writing and such  entity shall remain a Guarantor, or (iii) upon the occurrence of the applicable circumstances set  forth in Section 5.01(h)(y), in which case the applicable guarantee will be void ab initio as set  forth therein.    (d) In connection with any release pursuant to this Section 8.08, the  Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense,  all documents that such Guarantor shall reasonably request to evidence such release. Any  execution and delivery of documents pursuant to this Section 8.08 shall be without recourse to or  warranty by the Administrative Agent.    SECTION 8.09 Guaranty Limitations. Anything herein to the contrary  notwithstanding, the maximum liability of each Guarantor hereunder shall in no event exceed the  amount which can be guaranteed by such Guarantor under applicable foreign, federal and state  bankruptcy, insolvency or receivership laws, the Uniform Fraudulent Conveyance Act, the  Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent  applicable to this guarantee and each Guarantor’s obligations hereunder. This Guaranty does  not apply to any liability to the extent that it would result in this Guaranty constituting unlawful  financial assistance within the meaning of section 678 and 679 of the Companies Act 2006 or  under section 82 of the Companies Act 2014 of Ireland (as the case may be) or constituting a  breach of section 239 of the Companies Act 2014 of Ireland and, with respect to any Person that  becomes a Guarantor after the date of this Agreement, shall be subject to any limitations set forth  in the joinder hereto pursuant to which such Person shall become a Guarantor.    ARTICLE IX  MISCELLANEOUS  SECTION 9.01 Amendments, Etc.    (a) Subject to Section 2.10(e) and (f), no amendment or waiver of any  provision of this Agreement, nor consent to any departure by a Loan Party therefrom, shall in any  event be effective unless the same shall be in writing and signed by the Required Lenders and the  Loan Parties and acknowledged by the Administrative Agent, and then such waiver or consent  shall be effective only in the specific instance and for the specific purpose for which given;  provided, however, that no amendment, waiver or consent shall, unless in writing, do any of the  following:  





 






NAI- 1523617476v5121    (i) waive any of the conditions specified in Sections 3.01 or 3.02  unless signed by each Lender directly and adversely affected thereby;    (ii) increase or extend the Commitments, Swingline Commitments or  LC Commitments of any Lender or Issuing Bank or modify the currency in which a  Lender or Issuing Bank is required to make extensions of credit under this Agreement,  unless signed by such Lender or Issuing Bank;    (iii) reduce the principal of, or stated rate of interest on, the Advances  or any LC Disbursement, the stated rate at which any fees hereunder are calculated, or  any other amounts payable hereunder, unless signed by each Lender directly and  adversely affected thereby; provided that only the consent of the Required Lenders shall  be necessary to amend the definition of “Default Interest” or to waive any obligation of a  Borrower to pay Default Interest;    (iv) postpone any date fixed for any payment of principal of, or interest  on, the Advances or any fees or other amounts payable hereunder, unless signed by each  Lender directly and adversely affected thereby;    (v) change the percentage of the Commitments or of the aggregate  unpaid principal amount of the Advances and LC Disbursements, or the number of  Lenders, that, in each case, shall be required for the Lenders or any of them to take any  action hereunder, unless signed by all Lenders;    (vi) amend this Section 9.01, unless signed by all Lenders;    (vii) release all or substantially all of the Guarantors from the Guaranty  (except as contemplated by Section 8.08) unless signed by all Lenders; or    (viii) amend or modify the rights or duties of any Swingline Lender or  any Issuing Bank, unless signed by such Swingline Lender or Issuing Bank;    and provided, further, that no amendment, waiver or consent shall, unless in writing and signed  by the Administrative Agent in addition to the Lenders required above to take such action, affect  the rights or duties of the Administrative Agent under this Agreement. Notwithstanding the  foregoing, the Administrative Agent and the Borrowers may amend any Loan Document to  correct any errors, mistakes, omissions, defects or inconsistencies, or to effect administrative  changes that are not adverse to any Lender, and such amendment shall become effective without  any further consent of any other party to such Loan Document other than the Administrative  Agent and the Borrowers.    (b) If, in connection with any proposed amendment, waiver or consent  requiring the consent of “all Lenders,” “each Lender” or “each Lender directly and adversely  affected thereby,” the consent of the Required Lenders is obtained, but the consent of other  necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained  being referred to herein as a “Non-Consenting Lender”), then the Borrowers may elect to replace  a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with  such replacement, (i) another bank or other entity (which is reasonably satisfactory to the  Borrowers and the Administrative Agent) shall agree, as of such date, to purchase at par for cash  





 






NAI- 1523617476v5122    the Advances and other Guaranteed Obligations due to the Non-Consenting Lender pursuant to  an Assignment and Acceptance and to become a Lender for all purposes under this Agreement  and to assume all obligations of the Non-Consenting Lender to be terminated as of such date, and  (ii) each Borrower shall pay to such Non-Consenting Lender in same day funds on the day of  such replacement all principal, interest, fees and other amounts then accrued but unpaid to such  Non-Consenting Lender by such Borrower to and including the date of termination. 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 the Borrowers to require such  assignment and delegation cease to apply.    SECTION 9.02 Notices, Etc. (a) All notices and other communications  provided for hereunder shall be in writing (including telecopier) and mailed (including email as  permitted under Section 9.02(b)), telecopied or delivered, if to a Borrower or the Administrative  Agent, to the address, telecopier number or if applicable, electronic mail address, specified for  such Person on Schedule II; or, as to a Borrower or the Administrative Agent, at such other  address as shall be designated by such party in a written notice to the other parties and, as to each  other party, at such other address as shall be designated by such party in a written notice to the  Borrowers and the Administrative Agent. All such notices and communications shall, when  mailed or telecopied, be effective three Business Days after being deposited in the mails, postage  prepaid, or upon confirmation of receipt (except that if electronic confirmation of receipt is  received at a time that the recipient is not open for business, the applicable notice or  communication shall be effective at the opening of business on the next Business Day of the  recipient), respectively, except that notices and communications to the Administrative Agent  pursuant to Article II, III or VII shall not be effective until received by the Administrative Agent.  Delivery by telecopier or other electronic communication of an executed counterpart of any  amendment or waiver of any provision of this Agreement or of any Exhibit hereto to be executed  and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof.    (b) Electronic Communications. Notices and other communications to the  Borrowers, any other Loan Party and the Lenders hereunder may be delivered or furnished by  electronic communication (including e-mail and Internet or intranet websites) pursuant to  procedures approved by the Reporting Entity (in the case of the Borrowers and other Loan  Parties) and the Administrative Agent (in the case of the Lenders), provided that the foregoing  shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the  Administrative Agent that it is incapable of receiving notices under such Article by electronic  communication. The Administrative Agent or any Borrower may, in its discretion, agree to  accept notices and other communications to it hereunder by electronic communications pursuant  to procedures approved by it, provided that approval of such procedures may be limited to  particular notices or communications.    Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent  to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement  from the intended recipient (such as by the “return receipt requested” function, as available,  return e-mail or other written acknowledgement), provided that if such notice 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, 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  





 






NAI- 1523617476v5123    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.    (c) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY  OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE  PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS  FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS,  IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,  FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY  RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY  ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE  PLATFORM. In no event shall the Administrative Agent or any of its Related Parties  (collectively, the “Agent Parties”) have any liability to the Borrowers, any Lender or any other  Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract  or otherwise) arising out of a Borrower’s or the Administrative Agent’s transmission of  Borrower Materials through the Platform, except to the extent that such losses, claims, damages,  liabilities or expenses are determined by a court of competent jurisdiction by a final and  nonappealable judgment to have resulted from the gross negligence or willful misconduct of  such Agent Party; provided, however, that in no event shall any Agent Party have any liability to  the Borrowers, any Lender or any other Person for indirect, special, incidental, consequential or  punitive damages (as opposed to direct or actual damages).    (d) Each Lender agrees that notice to it (as provided in the next sentence)  specifying that any communication has been posted to the Platform shall constitute effective  delivery of such information, documents or other materials to such Lender for purposes of this  Agreement. Each Lender agrees to notify the Administrative Agent from time to time to ensure  that the Administrative Agent has on record (i) an effective address, contact name, telephone  number, telecopier number and electronic mail address to which notices and other  communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore,  each Lender acknowledges that it will receive Borrower Materials that may contain material non-  public information with respect to a Borrower or its securities for purposes of United States  federal or state securities laws.    (e) If any notice required under this Agreement is permitted to be made, and  is made, by telephone, actions taken or omitted to be taken in reliance thereon by the  Administrative Agent or any Lender shall be binding upon the Borrowers notwithstanding any  inconsistency between the notice provided by telephone and any subsequent writing in  confirmation thereof provided to the Administrative Agent or such Lender; provided that any  such action taken or omitted to be taken by the Administrative Agent or such Lender shall have  been in good faith and in accordance with the terms of this Agreement.    (f) With respect to notices and other communications hereunder from a  Borrower to any Lender, such Borrower shall provide such notices and other communications to  the Administrative Agent, and the Administrative Agent shall promptly deliver such notices and  other communications to any such Lender in accordance with subsection (b) above or otherwise.  





 






NAI- 1523617476v5124    SECTION 9.03 No Waiver; Remedies. No failure on the part of any  Lender, Issuing Bank or the Administrative Agent to exercise, and no delay in exercising, any  right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any  such right preclude any other or further exercise thereof or the exercise of any other right. The  remedies herein provided are cumulative and not exclusive of any remedies provided by  applicable law.    SECTION 9.04 Costs and Expenses. (a) The Reporting Entity agrees to  pay, or cause to be paid, upon demand, all reasonable and documented out-of-pocket costs and  expenses of each Agent in connection with the preparation, execution, delivery, administration,  modification and amendment of this Agreement and the other documents to be delivered  hereunder, including (i) all due diligence, syndication (including printing and distribution),  duplication and messenger costs and (ii) the reasonable and documented fees and expenses of a  single primary counsel (and a local counsel in each relevant jurisdiction) for the Administrative  Agent with respect thereto and with respect to advising the Agents as to their respective rights  and responsibilities under this Agreement. The Reporting Entity further agrees to pay, or cause  to be paid, upon demand, all reasonable and documented out-of-pocket costs and expenses of the  Agents, Issuing Banks and the Lenders, if any, in connection with the enforcement (whether  through negotiations, legal proceedings or otherwise) of this Agreement and the other documents  to be delivered hereunder, including, without limitation, reasonable and documented fees and  expenses of a single primary counsel and an additional single local counsel in any local  jurisdictions for the Agents, Issuing Banks and the Lenders and, in the case of an actual or  perceived conflict of interest where the Administrative Agent notifies the Borrowers of the  existence of such conflict, one additional counsel, in connection with the enforcement of rights  under this Agreement.    (b) The Reporting Entity agrees to, and to cause the applicable Borrowers to,  indemnify and hold harmless each Agent, Issuing Bank and Lender and each of their Affiliates  and their respective officers, directors, employees, agents and advisors (each, an “Indemnified  Party”) from and against any and all claims, damages, losses, penalties, liabilities and expenses  (provided that the obligations of each Borrower and the Reporting Entity to the Indemnified  Parties in respect of fees and expenses of counsel shall be limited to the reasonable fees and  expenses of one counsel for all Indemnified Parties, taken together (and, if reasonably necessary,  one local counsel in any relevant jurisdiction) and, solely in the case of an actual or potential  conflict of interest, of one additional counsel for all Indemnified Parties, taken together (and, if  reasonably necessary, one local counsel in any relevant jurisdiction) (all such claims, damages,  losses, penalties, liabilities and reasonable expenses being, collectively, the “Losses”)) that may  be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of  or in connection with or by reason of, or in connection with the preparation for a defense of, any  investigation, litigation or proceeding arising out of, related to or in connection with (i) this  Agreement, any of the transactions contemplated hereby or the actual or proposed use of the  proceeds of the Advances or (ii) the actual or alleged presence of Hazardous Materials on any  property of the Consolidated Group or any Environmental Action relating in any way to the  Consolidated Group, in each case whether or not such investigation, litigation or proceeding is  brought by the Borrowers, their directors, shareholders or creditors or an Indemnified Party or  any other Person or any Indemnified Party is otherwise a party thereto and whether or not the  transactions contemplated hereby are consummated, except to the extent Losses (A) are found in  a final, nonappealable judgment by a court of competent jurisdiction to have resulted from the  





 






NAI- 1523617476v5125    payment by an assignee to any Lender other than on the RFR Interest Payment Date for such  gross negligence, bad faith or willful misconduct of such Indemnified Party or any of its  Affiliates (including any material breach of its obligations under this Agreement), (B) result from  any dispute between an Indemnified Party and one or more other Indemnified Parties (other than  against an Agent or Joint Lead Arranger acting in such a role) or (C) result from the claims of  one or more Lenders solely against one or more other Lenders (and not claims by one or more  Lenders against any Agent acting in its capacity as such except, in the case of Losses incurred by  any Agent or any Lender as a result of such claims, to the extent such Losses are found in a final,  nonappealable judgment by a court of competent jurisdiction to have resulted from such  Indemnified Party’s gross negligence, bad faith or willful misconduct (including any material  breach of its obligations under this Agreement)) not attributable to any actions of a member of  the Consolidated Group and for which the members of the Consolidated Group otherwise have  no liability. The Borrowers further agree that no Indemnified Party shall have any liability  (whether direct or indirect, in contract, tort or otherwise) to the Borrowers or any of their  shareholders or creditors for or in connection with this Agreement or any of the transactions  contemplated hereby or the actual or proposed use of the proceeds of the Advances, except to the  extent such liability is found in a final nonappealable judgment by a court of competent  jurisdiction to have resulted from such Indemnified Party’s gross negligence, bad faith or willful  misconduct (including any material breach of its obligations under this Agreement). In no event,  however, shall any Indemnified Party be liable on any theory of liability for any special, indirect,  consequential or punitive damages (including, without limitation, any loss of profits, business or  anticipated savings). Notwithstanding the foregoing, this Section 9.04(b) shall not apply with  respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from  any non-Tax claim.    (c) IfWith respect to Advances that are not RFR Advances, if any payment of  principal of, or Conversion of, any Eurocurrency Rate Advance is made by a Borrower to or for  the account of a Lender other than on the last day of the Interest Period for such Advance, as a  result of (i) a payment or Conversion pursuant to Section 2.08, 2.10(e), 2.12 or 2.14, (ii)  acceleration of the maturity of the Advances pursuant to Section 6.01, (iii) a payment by an  assignee to any Lender other than on the last day of the Interest Period for such Advance upon an  assignment of the rights and obligations of such Lender under this Agreement pursuant to  Section 9.07 as a result of a demand by such Borrower pursuant to Section 9.07(b) or (iv) for any  other reason, such Borrower shall, upon demand by such Lender (with a copy of such demand to  the Administrative Agent), pay to the Administrative Agent for the account of such Lender any  amounts required to compensate such Lender for any additional reasonable losses, costs or  expenses that it may reasonably incur as a result of such payment or Conversion or as a result of  any inability to Convert or exchange in the case of Section 2.10 or 2.14, including, without  limitation, any reasonable loss (excluding loss of anticipated profits), cost or expense incurred by  reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to  fund or maintain such Advance.    (d) With respect to RFR Advances, if any payment of principal of any RFR  Advance is made by a Borrower to or for the account of a Lender other than on the RFR Interest  Payment Date for such Advance, as a result of (i) a payment pursuant to Section 2.08, 2.10(e),  2.12 or 2.14, (ii) acceleration of the maturity of the Advances pursuant to Section 6.01, (iii) a  Advance upon an assignment of the rights and obligations of such Lender under this Agreement    pursuant to Section 9.07 as a result of a demand by such Borrower pursuant to Section 9.07(b) or    





 






NAI- 1523617476v5126    demand to the Administrative Agent), pay to the Administrative Agent for the account of such  (iv) for any other reason, such Borrower shall, upon demand by such Lender (with a copy of such    costs or expenses that it may reasonably incur as a result of such payment or as a result of any  inability to exchange in the case of Section 2.10 or 2.14, including, without limitation, any    liquidation or reemployment of deposits or other funds acquired by any Lender to fund or  maintain such Advance; provided that no compensation pursuant to this Section 9.04(d) shall be  required with respect to the repayment of any principal of any RFR Advance on the date that is    Borrowing of such Advance. A certificate of any Lender setting forth any amount or amounts  that such Lender is entitled to receive pursuant to this Section 9.04(d) shall be delivered to such  Borrower and shall be conclusive absent manifest error. Such Borrower shall pay such Lender        (de) Without prejudice to the survival of any other agreement of the Borrowers  hereunder, the agreements and obligations of each Borrower contained in Sections 2.13, 2.16 and  9.04 shall survive the payment in full of principal, interest and all other amounts payable  hereunder.    SECTION 9.05 Right of Setoff. Upon (a) the occurrence and during the  continuance of any Event of Default and (b) the making of the request or the granting of the  consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances  due and payable pursuant to the provisions of Section 6.01, each Lender and Issuing Bank and  each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent  permitted by applicable law, to set off and apply any and all deposits (general or special, time or  demand, provisional or final) at any time held and other indebtedness at any time owing by such  Lender, Issuing Bank or such Affiliate to or for the credit or the account of the applicable  Borrower against any and all of the obligations of such Borrower now or hereafter existing under  this Agreement, whether or not such Lender shall have made any demand under this Agreement  and although such obligations may be unmatured. Each Lender and Issuing Bank agrees  promptly to notify such Borrower after any such setoff and application is made by such Lender or  Issuing Bank; provided that the failure to give such notice shall not affect the validity of such  setoff and application. The rights of each Lender, each Issuing Bank and their Affiliates under  this Section 9.05 are in addition to other rights and remedies (including, without limitation, other  rights of setoff) that such Lender, Issuing Bank and their Affiliates may have.    SECTION 9.06 Binding Effect. This Agreement became effective on the  Closing Date and, thereafter, has been and shall continue to be binding upon and inure to the  benefit of, and be enforceable by, the Loan Parties, the Administrative Agent, the Issuing Banks  and each Lender and their respective successors and permitted assigns, except that the Loan  Parties shall have no right to assign their rights hereunder or any interest herein without the prior  written consent of each Lender, and any purported assignment without such consent shall be null  and void.  one week (or if such date is not a Business Day, the next succeeding Business Day) after the  reasonable loss (excluding loss of anticipated profits), cost or expense incurred by reason of the  Lender any amounts required to compensate such Lender for any additional reasonable losses,  the amount shown as due on any such certificate within 10 days after receipt thereof.  





 






NAI- 1523617476v5127    SECTION 9.07 Assignments and Participations.    (a) Each Lender may, with the consent of (x) the Borrowers, such consent not  to be unreasonably withheld or delayed, (y) the Administrative Agent, which consent shall not be  unreasonably withheld or delayed and (z) the Swingline Lenders and the Issuing Banks, assign to  one or more Persons (other than natural persons, Defaulting Lenders, Disqualified Lenders or the  Reporting Entity or its Affiliates) all or a portion of its rights and obligations under this  Agreement (including, without limitation, all or a portion of its Commitment and the Advances  owing to it); provided that (A) the consent of the Borrowers shall not be required while an Event  of Default has occurred and is continuing, (B) the consent of the Borrowers shall be deemed  given if the Borrowers shall not have objected within 10 Business Days following receipt of  written notice of such proposed assignment, and (C) in the case of an assignment to any other  Lender or an Affiliate of any Lender, no such consent shall be required from (x) the  Administrative Agent or (y) the Borrowers with respect to assignments by any Lender to its  Affiliate or to another Lender; provided that in each such case prior notice thereof shall have  been given to the Borrowers and the Administrative Agent.    (b) Upon demand by the Borrowers (with a copy of such demand to the  Administrative Agent) (w) any Defaulting Lender, (x) any Lender that has made a demand for  payment pursuant to Section 2.13 or 2.16, (y) any Lender that has asserted pursuant to Section  2.10(b) or 2.14 that it is impracticable or unlawful for such Lender to make Eurocurrency Rate  Advances or (z) any Lender that fails to consent to an amendment or waiver hereunder for which  consent of all Lenders (or all affected Lenders) is required and as to which the Required Lenders  shall have given their consent, will assign to one or more Persons designated by the Borrowers  all of its rights and obligations under this Agreement (including, without limitation, all of its  Commitment and the Advances owing to it).    (c) In each such case,    (A) each such assignment shall be of a constant, and not a  varying, percentage of all rights and obligations under this Agreement;    (B) except in the case of an assignment to a Person that,  immediately prior to such assignment, was a Lender or an Affiliate of a Lender or  an assignment of all of a Lender’s rights and obligations under this Agreement,  the amount of the Commitment of the assigning Lender being assigned pursuant  to each such assignment (determined as of the date of the Assignment and  Acceptance with respect to such assignment) shall in no event be less than  $10,000,000 or an integral multiple of $1,000,000 in excess thereof, unless  otherwise agreed by the Borrowers and the Administrative Agent;    (C) [Reserved];    (D) each such assignment made as a result of a demand by the  Borrowers pursuant to Section 9.07(b) shall be arranged by the Borrowers with  the approval of the Administrative Agent (which approval shall not be  unreasonably withheld) and shall be either an assignment of all of the rights and  obligations of the assigning Lender under this Agreement or an assignment of a  





 






NAI- 1523617476v5128    portion of such rights and obligations made concurrently with another such  assignment or other such assignments that, in the aggregate, cover all of the rights  and obligations of the assigning Lender under this Agreement;    (E) no Lender shall be obligated to make any such assignment  as a result of a demand by the Borrowers pursuant to Section 9.07(b), (1) unless  and until such Lender shall have received one or more payments from one or  more assignees in an aggregate amount at least equal to the aggregate outstanding  principal amount of the Advances owing to such Lender, together with accrued  interest thereon to the date of payment of such principal amount, and from the  Reporting Entity or one or more assignees in an aggregate amount equal to all  other amounts accrued to such Lender under this Agreement (including, without  limitation, any amounts owing under Section 2.13, 2.16 or, 9.04(c) or 9.04(d)) and    (2) unless and until the Reporting Entity shall have paid (or caused to be paid) to  the Administrative Agent a processing and recordation fee of $3,500; provided,  however, that the Administrative Agent may, in its sole discretion, elect to waive  such processing and recordation fee in the case of any assignment. The assignee,  if it is not a Lender, shall deliver to the Administrative Agent an Administrative  Questionnaire; and  (F) the parties to each such assignment (other than, except in  the case of a demand by the Borrowers pursuant to Section 9.07(b), the  Borrowers) shall execute and deliver to the Administrative Agent, for its  acceptance and recording in the Register, an Assignment and Acceptance and, if  such assignment does not occur as a result of a demand by the Borrowers pursuant  to Section 9.07(b) (in which case the Reporting Entity shall pay or cause to be  paid the fee required by subclause (E)(3) of Section 9.07(c)), a processing and  recordation fee of $3,500; provided, however, that the Administrative Agent may,  in its sole discretion, elect to waive such processing and recordation fee in the  case of any assignment. The assignee, if it is not a Lender, shall deliver to the  Administrative Agent an Administrative Questionnaire.    (d) Upon such execution, delivery, acceptance and recording, from and after  the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall  be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it  pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender  hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations  hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its  rights and be released from its obligations under this Agreement, except that such assigning  Lender shall continue to be entitled to the benefit of Sections 9.04(a) and (b) with respect to  matters arising out of the prior involvement of such assigning Lender as a Lender hereunder  (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an  assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a  party hereto).  





 






NAI- 1523617476v5129    (e) By executing and delivering an Assignment and Acceptance, the Lender  assignor thereunder and the assignee thereunder confirm to and agree with each other and the  other parties hereto as follows:    (i) other than as provided in such Assignment and Acceptance, such  assigning Lender makes no representation or warranty and assumes no responsibility with  respect to any statements, warranties or representations made in or in connection with  this Agreement or the execution, legality, validity, enforceability, genuineness,  sufficiency or value of this Agreement or any other instrument or document furnished  pursuant hereto;    (ii) such assigning Lender makes no representation or warranty and  assumes no responsibility with respect to the financial condition of the Borrowers or the  performance or observance by the Borrowers of any of its obligations under this  Agreement or any other instrument or document furnished pursuant hereto;    (iii) such assignee confirms that it has received a copy of this  Agreement, together with copies of the financial statements referred to in Section 4.01(e)  and such other documents and information as it has deemed appropriate to make its own  credit analysis and decision to enter into such Assignment and Acceptance;    (iv) such assignee will, independently and without reliance upon any  Agent, such assigning Lender or any other Lender and based on such documents and  information as it shall deem appropriate at the time, continue to make its own credit  decisions in taking or not taking action under this Agreement;    (v) [Reserved];    (vi) such assignee appoints and authorizes the Administrative Agent to  take such action as agent on its behalf and to exercise such powers and discretion under  this Agreement as are delegated to the Administrative Agent by the terms hereof, together  with such powers and discretion as are reasonably incidental thereto; and    (vii) such assignee agrees that it will perform in accordance with their  terms all of the obligations that by the terms of this Agreement are required to be  performed by it as a Lender.    (f) Upon its receipt of an Assignment and Acceptance executed by an  assigning Lender and an assignee, the Administrative Agent shall, if such Assignment and  Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept  such Assignment and Acceptance, (ii) record the information contained therein in the Register  and (iii) give prompt notice thereof to the Borrowers.    (g) The Administrative Agent, acting solely for this purpose as the agent of  the Borrowers, shall maintain at its address referred to in Section 9.02(a) a copy of each  Assignment and Acceptance delivered to and accepted by 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 Advances owing to, each Lender from time to time (the “Register”). The  entries in the Register shall be conclusive and binding for all purposes, absent demonstrable  





 






NAI- 1523617476v5130    error, and the Borrowers, the Agents and the Lenders shall treat each Person whose name is  recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register  shall be available for inspection by the Borrowers or any Lender at any reasonable time and from  time to time upon reasonable prior notice.    (h) Each Lender may sell participations to one or more banks or other entities  (other than the Borrowers or any of their Affiliates, any Defaulting Lender, any Disqualified  Lender or any natural person) in or to all or a portion of its rights and obligations under this  Agreement (including, without limitation, all or a portion of its Commitment and the Advances  owing to it) without the consent of the Administrative Agent, Swingline Lender, Issuing Banks  or the Borrowers; provided, however, that:    (i) such Lender’s obligations under this Agreement (including,  without limitation, its Commitment) shall remain unchanged;    (ii) such Lender shall remain solely responsible to the other parties  hereto for the performance of such obligations;    (iii) such Lender shall remain the Lender of any such Advance for all  purposes of this Agreement;    (iv) the Borrowers, the Agents 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; and    (v) no participant under any such participation shall have any right to  approve any amendment or waiver of any provision of this Agreement, or any consent to  any departure by the Borrowers herefrom or therefrom, except as to matters requiring the  approval of all the Lenders pursuant to Section 9.01.    Each Lender shall promptly notify the Borrowers after any sale of a participation by such Lender  pursuant to this Section 9.07(h); provided that the failure of such Lender to give notice to the  Borrowers as provided herein shall not affect the validity of such participation or impose any  obligations on such Lender or the applicable participant.    Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent  of the Borrowers, maintain a register on which it enters the name and address of each participant  and the principal amounts (and stated interest) of each participant’s interest in the Advances 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 demonstrable 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  





 






NAI- 1523617476v5131    Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for  maintaining a Participant Register.    (i) Any Lender may, in connection with any assignment or participation or  proposed assignment or participation pursuant to this Section 9.07, disclose to the assignee or  participant or proposed assignee or participant, any information relating to the Borrowers  furnished to such Lender by or on behalf of the Borrowers; provided that, prior to any such  disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve  the confidentiality of any Information relating to the Borrowers received by it from such Lender  as more fully set forth in Section 9.08 and subject to the requirements of Section 9.08 (it being  understood that, notwithstanding anything to the contrary set forth in such agreement, the  Borrowers shall be third party beneficiaries of such agreement).    (j) Notwithstanding any other provision set forth in this Agreement, any  Lender or Issuing Bank may at any time create a security interest in all or any portion of its rights  under this Agreement (including, without limitation and the Advances owing to it) to secure  obligations of such Lender or Issuing Bank, including, without limitation, any pledge or  assignment to secure obligations in favor of any Federal Reserve Bank in accordance with  Regulation A of the Board of Governors of the Federal Reserve System or any central bank  having jurisdiction over such Lender.    (k) Notwithstanding the foregoing, 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 relating to Disqualified Lenders. Without limiting the  generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain,  monitor or inquire as to whether any Lender or participant or prospective Lender or participant is  a Disqualified Lender or (y) have any liability with respect to or arising out of any assignment or  participation of loans, or disclosure of confidential information, to, or the restrictions on any  exercise of rights or remedies of, any Disqualified Lender. The list of Disqualified Lenders may  be provided on a confidential basis to Lenders and to potential assignees and participants.    SECTION 9.08 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 Affiliates and to its and its  Affiliates’ respective managers, administrators, trustees, partners, directors, officers, employees,  agents, advisors and other representatives (it being understood that the Persons to whom such  disclosure is made will be informed of the confidential nature of such Information and instructed  to keep such Information confidential), (b) to the extent requested by any regulatory authority  purporting to have jurisdiction over it or its Affiliates (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 (provided that the  Administrative Agent, such Issuing Bank or Lender, as applicable, agrees that it will, to the  extent practicable and other than with respect to any audit or examination conducted by bank  accountants or any governmental bank regulatory authority exercising examination or regulatory  authority, notify the Borrowers promptly thereof, unless such notification is prohibited by law,  rule or regulation), (d) to any other party hereto, (e) in connection with the exercise of any  remedies hereunder or any action or proceeding relating to this Agreement or the enforcement of  rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially  





 






NAI- 1523617476v5132    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 party (or its managers, administrators, trustees, partners, directors, officers,  employees, agents, advisors and other representatives) to any swap or derivative or similar  transaction under which payments are to be made by reference to the Borrowers and their  obligations, this Agreement or payments hereunder, (iii) any rating agency, or (iv) the CUSIP  Service Bureau or any similar organization, (g) with the consent of the Borrowers, (h) to the  extent such Information (x) becomes publicly available other than as a result of a breach of this  Section or (y) becomes available to the Administrative Agent, any Lender or any of their  respective Affiliates on a non-confidential basis from a source other than the Borrowers or (i)  with respect to the existence of this Agreement and information about this Agreement, to market  data collectors, similar service providers to the lending industry and service providers to the  Administrative Agent or any Lender in connection with the administration of this Agreement, the  other Loan Documents, and the Commitments and Advances.    For purposes of this Section, “Information” means this Agreement and the other Loan  Documents and all information received from the Consolidated Group relating to the  Consolidated Group or any of their respective businesses, 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 Consolidated Group. 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 but in any case reasonable care.    SECTION 9.09 [Reserved].    SECTION 9.10 Governing Law. This Agreement shall be governed by, and  construed in accordance with, the laws of the State of New York.    SECTION 9.11 Execution in Counterparts. This Agreement may be  executed in any number of counterparts and by different parties hereto in separate counterparts,  each of which when so executed shall be deemed to be an original and all of which taken  together shall constitute one and the same agreement. Delivery of an executed counterpart of a  signature page to (x) this Agreement, (y) any other Loan Document and/or (z) any document,  amendment, approval, consent, information, notice (including, for the avoidance of doubt, any  notice delivered pursuant to Section 9.02), certificate, request, statement, disclosure or  authorization related to this Agreement, any other Loan Document and/or the transactions  contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic  Signature transmitted by telecopier, facsimile or in a pdf or similar file shall be effective as  delivery of a manually executed counterpart of this Agreement, such other Loan Document or  such Ancillary Document, as applicable; provided, without limiting the foregoing, (i) to the  extent the Administrative Agent has agreed to accept any Electronic Signature, the  Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic  Signature purportedly given by or on behalf of any Borrower or any other Loan Party without  further verification thereof and without any obligation to review the appearance or form of any  such Electronic Signature and (ii) upon the reasonable request of the Administrative Agent, any  Electronic Signature shall be promptly followed by a manually executed counterpart. Without  





 






NAI- 1523617476v5133    limiting the generality of the foregoing, each Borrower and each Loan Party hereby (i) agrees  that, for all purposes, including without limitation, in connection with any workout,  restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the  Administrative Agent, the Lenders, and the Borrowers and the other Loan Parties, Electronic  Signatures transmitted by telecopy, emailed pdf or any other electronic means that reproduces an  image of an actual executed signature page and/or any electronic images of this Agreement, any  other Loan Document and/or any Ancillary Document shall have the same legal effect, validity  and enforceability as any paper original, (ii) each other party hereto may, at its option, create one  or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in  the form of an imaged electronic record in any format, which shall be deemed created in the  ordinary course of such Person’s business, and destroy the original paper document (and all such  electronic records shall be considered an original for all purposes and shall have the same legal  effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right  to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document  and/or any Ancillary Document based solely on the lack of paper original copies of this  Agreement, such other Loan Document and/or such Ancillary Document, respectively, including  with respect to any signature pages thereto and (iv) waives any claim against any other party  hereto or any Related Party of any such Person for any losses, claims (including intraparty  claims), demands, damages, penalties or liabilities of any kind arising solely from reliance by  any party hereto on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf  or any other electronic means that reproduces an image of an actual executed signature page,  including any losses, claims (including intraparty claims), demands, damages, penalties or  liabilities of any kind arising as a result of the failure of any Borrower and/or any Loan Party to  use any available security measures in connection with the execution, delivery or transmission of  any Electronic Signature.    SECTION 9.12 Jurisdiction, Etc.    (a) Each of the parties hereto hereby irrevocably and unconditionally submits,  for itself and its property, to the exclusive jurisdiction of any federal court of the United States of  the Southern District of New York sitting in the city of New York in the Borough of Manhattan  (or in the event such courts lack subject matter jurisdiction, any New York State court sitting in  the city of New York 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 for recognition or  enforcement of any judgment, and each of the parties hereto hereby irrevocably and  unconditionally agrees that all claims in respect of any such action or proceeding shall be heard  and determined in any such 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.    (b) Each of the parties hereto irrevocably and unconditionally waives, to the  fullest extent it may legally and effectively do so, any objection that it may now or hereafter have  to the laying of venue of any suit, action or proceeding arising out of or relating to this  Agreement in any New York State or federal court. 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.  





 






NAI- 1523617476v5134    (c) 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. The Loan  Parties hereby appoint STERIS Corporation, 5960 Heisley Road, Mentor, Ohio 44060-1834, or  should it subsequently have its principal place of business in The City of New York, at such  principal place of business notified to the Administrative Agent, as their agent for service of  process, and agree that service of any process, summons, notice or document by hand delivery or  registered mail upon such agent shall be effective service of process for any suit, action or  proceeding brought in any court referenced in Section 9.12(b).    SECTION 9.13 Patriot Act Notice. Each Lender and the Administrative  Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant  to the requirements of the Patriot Act, it is required to obtain, verify and record information that  identifies the Loan Parties, which information includes the name and address of the Loan Parties  and other information that will allow such Lender or the Administrative Agent, as applicable, to  identify the Loan Parties in accordance with the Patriot Act. The Loan Parties shall provide, to  the extent commercially reasonable, such information and take such actions as are reasonably  requested by the Administrative Agent or any Lenders in order to assist the Administrative Agent  and the Lenders in maintaining compliance with the Patriot Act.    SECTION 9.14 No Advisory or Fiduciary Responsibility. In its capacity as  an Agent or a Lender, (a) no Agent or Lender has any responsibility except as set forth herein  and (b) no Agent or Lender shall be subject to any fiduciary duties or other implied duties (to the  extent permitted by law to be waived). Each of the Borrowers agrees that it will not take any  position or bring any claim against any Agent or any Lender that is contrary to the preceding  sentence.    In connection with all aspects of each transaction contemplated hereby (including in connection  with any amendment, waiver or other modification hereof), the Borrowers acknowledge and  agree that: (i) the arranging and other services regarding this Agreement provided by the Agents  and the Lenders are arm’s-length commercial transactions between the Borrowers and their  Affiliates, on the one hand, and the Agents and the Lenders, on the other hand; (ii) each Agent  and each Lender is and has been acting solely as a principal and, except as expressly agreed in  writing by the relevant parties, has not been, is not, and will not be acting as an advisor or agent  for the Borrowers or any of their Affiliates, or any other Person; and (iii) the Agents, the Lenders  and each of their respective Affiliates may be engaged in a broad range of transactions that  involve interests that differ from those of the Borrowers and their Affiliates, and no Agent or  Lender has any obligation to disclose any of such interests to the Borrowers or their Affiliates.    SECTION 9.15 Waiver of Jury Trial. Each of the parties hereto hereby  irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether  based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of  the parties hereto in the negotiation, administration, performance or enforcement thereof.    SECTION 9.16 Conversion of Currencies. If, for the purpose of obtaining  judgment in any court, it is necessary to convert a sum owing hereunder in one currency into  another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that  the rate of exchange used shall be that at which in accordance with normal banking procedures in  





 






NAI- 1523617476v5135    the relevant jurisdiction the first currency could be purchased with such other currency on the  Business Day immediately preceding the day on which final judgment is given.    The obligations of the Loan Parties in respect of any sum due to any party hereto or any holder of  the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment  in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to  be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the  Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in  the Judgment Currency, the Applicable Creditor may in accordance with normal banking  procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment  Currency; if the amount of the Agreement Currency so purchased is less than the sum originally  due to the Applicable Creditor in the Agreement Currency, each Borrower agrees, as a separate  obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against  such loss with respect to such Borrower. The obligations of each Borrower contained in this  Section 9.16 shall survive the termination of this Agreement and the payment of all other  amounts owing hereunder.    SECTION 9.17 Designated Borrowers. (a) The Reporting Entity may  designate a New PubCo or any wholly-owned Subsidiary of the Reporting Entity as a Borrower  under any Revolving Commitments (a “Designated Borrower”); provided that the Administrative  Agent shall be reasonably satisfied that, with respect to any such New PubCo or Subsidiary  organized under the laws of any jurisdiction other than the United States, any State thereof or the  District of Columbia or a jurisdiction of organization of any existing Borrower, the applicable  Lenders to such Designated Borrower may make loans and other extensions of credit to such  Subsidiary in such person’s jurisdiction of organization in compliance with applicable laws and  regulations, without being required or qualified to do business in such jurisdiction and without  being subject to any unreimbursed or unindemnified Taxes or other expense. Subject to the  provisions of Section 9.17(b) below, such New PubCo or wholly-owned Subsidiary shall become  a Designated Borrower and a party to this Agreement, and all references to the “Borrowers” shall  also include such Designated Borrower, as applicable. Upon the payment and performance in  full of all of the indebtedness, liabilities and obligations under the Revolving Commitment of  any Designated Borrower, such Designated Borrower’s status as a “Designated Borrower” shall  terminate upon notice by the Reporting Entity to the Administrative Agent. Thereafter, the  Lenders shall be under no further obligation to make any Revolving Advances to such former  Designated Borrower until such time, if ever, as it has been re-designated a Designated Borrower  by the Reporting Entity. This Agreement may be amended as necessary or appropriate, in the  reasonable opinion of the Administrative Agent and the Reporting Entity to effect the provisions  of or be consistent with this Section 9.17. Notwithstanding any  other provision of this  Agreement to the contrary (including Section 9.01), any such deemed amendment may be  memorialized in writing by the Administrative Agent with the Reporting Entity’s consent, but  without the consent of any other Lenders, and furnished to the other parties hereto. Each  Designated Borrower shall guarantee the Guaranteed Obligations as a Guarantor hereunder.    (b) Each Lender’s obligations to make any Revolving Advances to a  Designated Borrower are subject to the satisfaction (with the Administrative Agent acting  reasonably in assessing whether the conditions precedent have been satisfied) or waiver by each  Lender with a Revolving Commitment of the following conditions:  





 






NAI- 1523617476v5136    (i) delivery by the Reporting Entity, the Designated Borrower and the  Administrative Agent of an executed joinder agreement substantially in the form of Exhibit D  hereto;    (ii) the Administrative Agent (or its counsel) receiving organizational  documents, resolutions and an incumbency certificate for or in respect of such Designated  Borrower and, at the request of the Administrative Agent, a legal opinion from counsel to the  Designated Borrower in form and substance reasonably satisfactory to the Administrative Agent;  provided that this condition shall be deemed satisfied to the extent such documents were  provided to the Administrative Agent in connection with such Designated Borrower becoming a  Guarantor (and are applicable in the context of such Guarantor’s new role as a Borrower);    (iii) delivery by the Designated Borrower of each note requested by any  Lender having a Revolving Commitment; and    (iv) the Administrative Agent receiving information with respect to the  Designated Borrower required under applicable “know-your-customer” and anti-money  laundering rules and regulations reasonably requested by any Lender having a Revolving  Commitment.    SECTION 9.18 Acknowledgement and Consent to Bail-In of Affected  Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any  other agreement, arrangement or understanding among any of the parties hereto, each party  hereto (for purposes of this Section 9.18, the “Acknowledging Party”) acknowledges that any  liability of any Affected Financial Institution arising under any Loan Document, to the extent  such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the  applicable Resolution Authority, and each Acknowledging Party agrees and consents to, and  acknowledges and agrees to be bound by:    (a) the application of any Write-Down and Conversion Powers by the  applicable Resolution Authority to any such liabilities arising hereunder which may be payable  to the Acknowledging Party by any party hereto that is an Affected Financial Institution; and    (b) the effects of any Bail-In Action on any such liability, including, if  applicable:   (i) a reduction in full or in part or cancellation of any such liability;    (ii) a conversion of all, or a portion of, such liability into shares or  other instruments of ownership in such Affected Financial Institution, its parent entity, or a  bridge institution that may be issued to the Acknowledging Party or otherwise conferred on the  Acknowledging Party, and that such shares or other instruments of ownership will be accepted  by the Acknowledging Party 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 the applicable Resolution Authority.