Exhibit 10.1


 


Execution Version  



 





HILLENBRAND, INC.
AND CERTAIN OF ITS


SUBSIDIARIES


 


arranged
by


 


COMMERZBANK
AKTIENGESELLSCHAFT
 (as Arranger)


 


with


 


COMMERZBANK
FINANCE & COVERED


BOND
S.A.
 (as Agent)


 


 






 


SYNDICATED
L/G FACILITY AGREEMENT


 


EUR
225,000,000


 


 



 


  


Die
Welle
 Reuterweg 20
 60323 Frankfurt am Main, Germany


Tel: +49.69.6062.6000


www.lw.com


 


Contact: Sibylle Münch






 



     


     


    

 


TABLE OF CONTENTS


 


	Clause	 	Page
	 	 	 
	1.	DEFINITIONS
                                            AND INTERPRETATION	1
	 	 	 
	2.	THE
                                            FACILITY	24
	 	 	 
	3.	PURPOSE	28
	 	 	 
	4.	CONDITIONS
                                            OF UTILISATION	28
	 	 	 
	5.	UTILISATION	29
	 	 	 
	6.	REBASING	36
	 	 	 
	7.	L/GS	36
	 	 	 
	8.	REPAYMENT	37
	 	 	 
	9.	PREPAYMENT
                                            AND CANCELLATION	38
	 	 	 
	10.	CASH
                                            COVER	41
	 	 	 
	11.	FEES	42
	 	 	 
	12.	TAX
                                            GROSS UP AND INDEMNITIES	44
	 	 	 
	13.	INCREASED
                                            COSTS	57
	 	 	 
	14.	OTHER
                                            INDEMNITIES	58
	 	 	 
	15.	MITIGATION
                                            BY THE LENDERS	59
	 	 	 
	16.	COSTS
                                            AND EXPENSES	60
	 	 	 
	17.	GUARANTEE
                                            AND INDEMNITY	60
	 	 	 
	18.	REPRESENTATIONS	64
	 	 	 
	19.	INFORMATION
                                            UNDERTAKINGS	69
	 	 	 
	20.	FINANCIAL
                                            COVENANTS	73
	 	 	 
	21.	GENERAL
                                            UNDERTAKINGS	77
	 	 	 
	22.	EVENTS
                                            OF DEFAULT	91
	 	 	 
	23.	CHANGES
                                            TO THE LENDERS	96
	 	 	 
	24.	CHANGES
                                            TO THE OBLIGORS	100
	 	 	 
	25.	ROLE
                                            OF THE AGENT AND THE ARRANGER	103
	 	 	 
	26.	CONDUCT
                                            OF BUSINESS BY THE FINANCE PARTIES	111
	 	 	 
	27.	SHARING
                                            AMONG THE FINANCE PARTIES	112
	 	 	 
	28.	PAYMENT
                                            MECHANICS	115
	 	 	 
	29.	SET-OFF	118
	 	 	 
	30.	NOTICES	118
	 	 	 
	31.	CALCULATIONS
                                            AND CERTIFICATES	120



 






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	32.	PARTIAL
                                            INVALIDITY	121
	 	 	 
	33.	REMEDIES
                                            AND WAIVERS	121
	 	 	 
	34.	AMENDMENTS
                                            AND WAIVERS	121
	 	 	 
	35.	Confidentiality	126
	 	 	 
	36.	USA
                                            PATRIOT ACT	129
	 	 	 
	37.	Interest
                                            Rate Limitation	129
	 	 	 
	38.	DECLARATION
                                            IN RELATION TO ANTI-MONEY LAUNDERING ACT	129
	 	 	 
	39.	GOVERNING
                                            LAW	129
	 	 	 
	40.	ENFORCEMENT	130
	 	 	 
	41.	WAIVER
                                            OF JURY TRIAL	130
	 	 	 
	42.	Contractual
                                            recognition of bail-in	131
	 	 	 
	43.	CONCLUSION
                                            OF THIS AGREEMENT (VERTRAGSSCHLUSS)	132



 


	Schedule
    1 The Original Parties	134
	 	 
	Schedule
    2 Conditions Precedent	137
	 	 
	Schedule
    3 Utilisation Request	142
	 	 
	Schedule
    4 Form of Additional Commitment Request	144
	 	 
	Schedule
    5 FORM OF Increase Confirmation	145
	 	 
	Schedule
    6 Form of Transfer Certificate	149
	 	 
	Schedule
    7 Form of Accession Letter	153
	 	 
	Schedule
    8 Form of Resignation Letter	154
	 	 
	Schedule
    9 Form of Compliance CErtificate	155
	 	 
	Schedule
    10 LMA Form of Confidentiality Undertaking	156
	 	 
	Schedule
    11 Timetables	160
	 	 
	Schedule
    12 Form of Process Agent Appointment Letter	161
	 	 
	Schedule
    13 Form of Electronic Platform agreement	162
	 	 
	Schedule
    14 List of Initial Material Subsidiaries	163
	 	 
	Schedule
    15 Form of Bank Guarantee	164
	 	 
	Exhibit 1
    To Counter Guarantee No	166
	 	 
	Schedule
    16 List of Existing L/GS	167
	 	 
	Schedule
    17 List of EXISTING FINANCIAL INDEBTEDNESS AND EXISTING SECURITY	168




 






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THIS
AGREEMENT is dated ___ June 2022 (the "Agreement") and made between:


 


		(1)	HILLENBRAND, INC. (the "Company");



 


		(2)	THE SUBSIDIARIES of the Company listed in Part 1 (The Original Obligors) of Schedule
1 (The Original Parties) as original borrowers (together with the Company the "Original Borrowers");



 


		(3)	THE SUBSIDIARIES of the Company listed in Part 1 (The Original Obligors) of Schedule
1 (The Original Parties) as original guarantors (together with the Company the "Original Guarantors");



 


		(4)	COMMERZBANK AKTIENGESELLSCHAFT
as coordinator, mandated lead arranger and bookrunner (the "Arranger") and DZ
BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, New York Branch,
HSBC Trinkaus & Burkhardt GmbH, Skandinaviska
Enskilda Banken AB (publ) Frankfurt Branch and Sumitomo Mitsui Banking Corporation
as mandated lead arranger;



 


		(5)	THE FINANCIAL INSTITUTIONS listed in Part 2 (The Original Lenders) of Schedule 1 (The
Original Parties) as lenders (the "Original Lenders") and as issuing banks; and



 


		(6)	COMMERZBANK FINANCE & COVERED BOND S.A. as agent of the other Finance Parties (the "Agent").



 


IT
IS AGREED as follows:


 


		1.	DEFINITIONS AND INTERPRETATION



 


		1.1	Definitions



 


In this Agreement:


 


"Acceptable Bank" means
a bank or financial institution with a rating for its long-term unsecured and non credit-enhanced debt obligations assigned by Moody's
Investor Services, Inc., Standard & Poor's Corporation or any other reputable rating agency, such rating and agency to be
reasonably acceptable to the relevant Issuing Bank.


 


"Accession Letter"
means a document substantially in the form set out in Schedule 7 (Form of Accession Letter).


 


"Additional Borrower"
means a company which becomes an Additional Borrower in accordance with Clause 24 (Changes to the Obligors).


 


"Additional Commitment Request"
means a notice substantially in the form set out in Schedule 4 (Form of Additional Commitment Request).


 


"Additional Guarantor"
means a company which becomes an Additional Guarantor in accordance with Clause 24 (Changes to the Obligors).


 


"Additional Obligor"
means an Additional Borrower or an Additional Guarantor.


 


"Affiliate" means,
in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.


 


"Affiliate Borrower"
has the meaning given to that term in Clause 5.8 (Affiliate of a Borrower).


 






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"Agency Fee Letter"
means the letter dated 16 June 2022 between the Agent and the Company setting out any of the fees referred to in Clause 11.4
(Agency Fee).


 


"Anti-Corruption Laws"
means all laws, rules, and regulations of any jurisdiction applicable to the Company or its Subsidiaries from time to time concerning
or relating to bribery or corruption.


 


"Anti-Money
Laundering Laws" means any applicable laws or regulations in any jurisdiction in which the Borrower or any Group Company is located
or doing business that relate to money laundering and terrorism financing, any predicate crime to money laundering, or any financial record
keeping and reporting requirements related thereto.


 


"Applicable GAAP" means,
in the case of the consolidated financial statements of the Company (or the Group), U.S. GAAP, and in the case of the unconsolidated financial
statements of any Obligor or the consolidated financial statements of any Obligor other than the Company, the accounting principles generally
accepted in its jurisdiction of incorporation from time to time.


 


"Approved Fund" means
any person (other than a natural person) that is regularly engaged in investing in L/G facilities and issuing L/Gs in the ordinary course
of its business and that is administered or managed by:


 


		(a)	a Lender;



 


		(b)	an Affiliate of a Lender; or



 


		(c)	an entity or an Affiliate of an entity that administers or manages a Lender.



 


"Approved Jurisdiction"
means the U.S., United Kingdom, any member state of the European Union, Switzerland and any other jurisdiction in which an Obligor is
incorporated.


 


"Attributable Indebtedness"
means, on any date, in respect of any finance lease of any person, the capitalized amount thereof that would appear on the balance sheet
of such person prepared as of such date in accordance with U.S. GAAP; provided that in no event shall an operating lease be treated as
Attributable Indebtedness regardless of whether such obligation appears on a balance sheet in accordance with U.S. GAAP.


 


"Authorisation" means
an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration of a Governmental Authority.


 


"Availability Period"
means the period from and including the date of this Agreement to and including the Termination Date.


 


"Available Commitment"
means a Lender's Commitment minus:


 


		(a)	the Base Currency Amount of its participation in any outstanding L/Gs under the Facility (including any
Indemnified Loss Amounts paid by a Lender to an Entitled Lender pursuant to paragraph (f) of Clause 27.6 (Loss Sharing in respect
of L/Gs); and



 


		(b)	in relation to any proposed Utilisation, the Base Currency Amount of its participation in any L/Gs that
are due to be issued on or before the proposed Utilisation Date,



 


provided
that, in relation to any proposed Utilisation, that Lender's participation in any L/Gs that are due to expire, be repaid or
prepaid on or before the proposed Utilisation Date shall not be deducted from a Lender's Commitment under the Facility.


 






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"Available Facility"
means the aggregate for the time being of each Lender's Available Commitment in respect of the Facility.


 


"Bank
Levy" means (i) any amount payable by any Finance Party or any of its Affiliates on the basis of, or in relation
to, its balance sheet or capital base or any part of it or its liabilities or minimum regulatory capital or any combination thereof (including
the German bank levy as set out in the German Restructuring Fund Act 2010 (Restrukturierungsfondsgesetz)) and (ii) any other
levy or tax in any jurisdiction levied on a similar basis or for a similar purpose, in each case only if and to the extent it has been
enacted at the signing date of this Agreement or (if applicable) as at the date that Finance Party accedes to this Agreement.


 


"Base Currency" means
EUR.


 


"Base Currency Amount"
means,


 


		(a)	if the Electronic Platform is
available, the amount specified in the Utilisation Request (or, if the amount requested is not denominated in the Base Currency, that
amount converted by the Electronic Platform into the Base Currency at the Spot Rate of Exchange on the date on which the relevant
Issuing Bank approves the issuance of the L/G); or



 


		(b)	if the Electronic Platform is not available, the amount specified in the Utilisation Request delivered
by a Borrower to an Issuing Bank (or, if the amount requested is not denominated in the Base Currency, that amount converted into the
Base Currency at the Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date
the relevant Issuing Bank receives the Utilisation Request in accordance with the terms of this Agreement)



 


and as adjusted under Clause 6
(Rebasing) and to reflect any repayment or prepayment of an L/G.


 


"Borrower" means an
Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 24 (Changes to the
Obligors) and, in respect of an Ancillary Facility only, any Affiliate of a Borrower that becomes a borrower of that Ancillary Facility
with the approval of the relevant Lender pursuant to Clause 5.8 (Affiliate of a Borrower).


 


"Budget" means the
budget for the financial year 2021/2022 plus the 3 (three) year forecast of the Company (each on an annual consolidated basis) including
a balance sheet, profit and loss statement and cash flow calculation (the profit and loss statement also including a break down on business
segments).


 


"Business Day" means
a day (other than a Saturday or Sunday) on which banks are open for general business in New York City, Frankfurt am Main and Luxembourg
and in relation to any Utilisation by way of issuance, or any reduction or rebasing or repayment of an L/G on which banks are open for
general business at the place of the Agent and the Facility Office of the Issuing Bank.


 


"Cash Cover" means
the cash collateral for an L/G referred to in Clause 10 (Cash Cover).


 


"Change of Control"
means any person or group of persons acting in concert (other than a member of the Hillenbrand Family Group) gains control of the Company
and/ or Coperion GmbH ceases to be a wholly-owned (direct or indirect) Subsidiary of the Company.


 






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For the purpose of this definition "control"
means: (a) the ownership, directly or indirectly, beneficially or of record of the lower of (i) shares of capital stock having
voting rights representing more than 50% of the aggregate outstanding shares of capital stock of the Company having voting rights or (ii) Equity
Interests representing more than 40% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests
of the Company; or (b) the occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company
by persons who were neither (y) nominated or approved by the board of directors of the Company nor (z) appointed by directors
so nominated or approved; and


 


"a group of persons acting in
concert" means two or more persons acting as a partnership, limited partnership, syndicate, or other group for the purpose of
acquiring, holding, or disposing of securities of an issuer or shares of capital stock in a corporation.


 


"Code" means, at any
date, the US Internal Revenue Code of 1986 (or any successor legislation thereto) and the regulations promulgated and the judicial and
administrative decisions rendered under it, all as the same may be in effect at such date.


 


"Commercial Lifetime"
means, in respect of any L/G which does not provide for a specific expiration date, the period from the date of issuance of that L/G until
the expected maturity of that L/G as indicated by the Borrower in the relevant Utilisation Request determined on the basis of the lifetime
of the underlying obligations.


 


"Commitment" means:


 


		(a)	in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading
 "Commitment in EUR" in Part 2 of Schedule 1 (The Original Parties) and the amount in the Base Currency of any Commitment
transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and



 


		(b)	in relation to any other Lender, the amount in the Base Currency of a Commitment transferred to it under
this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Allocation of Additional Commitments),



 


in each case, for the avoidance of doubt,
as reduced due to any cancellation in accordance with the terms of this Agreement.


 


"Compliance Certificate"
means a certificate substantially in the form set out in Schedule 9 (Form of Compliance Certificate).


 


"Confidential Information"
means all information relating to the Company, any Obligor, the Group and any other Subsidiary or their respective businesses, the Finance
Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or
which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the
Facility from either:


 


		(a)	any member of the Group or any of its advisers on its behalf; or



 


		(b)	another Finance Party, if the information was obtained by that Finance Party directly or indirectly from
any member of the Group or any of its advisers on its behalf,



 


in whatever form, and includes information
given orally and any document, electronic file or any other way of representing or recording information which contains or is derived
or copied from such information but excludes information that:


 


		(i)	is or becomes public information other than as a direct or indirect result of any breach by that Finance
Party of Clause 35 (Confidentiality); or



 






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		(ii)	is identified in writing at the time of delivery as non-confidential by any member of the Group or any
of its advisers; or



 


		(iii)	is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs
(a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance
Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in
breach of, and is not otherwise subject to, any obligation of confidentiality.



 


"Confidentiality Undertaking"
means a confidentiality undertaking substantially in a recommended form of the LMA as set out in Schedule 10 (LMA Form of Confidentiality
Undertaking) or in any other form agreed between the Company and the Agent.


 


"Consolidated EBITDA"
has the meaning given to that term in Clause 20.1 (Financial Definitions).


 


"Consolidated Indebtedness"
has the meaning given to that term in Clause 20.1 (Financial Definitions).


 


"Consolidated Revenues"
has the meaning given to that term in Clause 20.1 (Financial Definitions).


 


"Consolidated Total Assets"
has the meaning given to that term in Clause 20.1 (Financial Definitions).


 


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


 


"Counter Guarantee"
means a guarantee (or similar instrument acceptable to the relevant Issuing Bank) issued by an Acceptable Bank for the benefit of the
Issuing Bank and being either substantially in the form agreed between the Company and each of the Issuing Banks prior to the date of
this Agreement as attached in Schedule 14 (Form of Bank Guarantee) or otherwise in a form and substance reasonably satisfactory
to that Issuing Bank and the Company.


 


"CPS"
means the Crown Prosecution Service of the United Kingdom (or any successor or replacement body from time to time).


 


"Criminal
Pension Power" means any action taken under, pursuant to or in connection with section 58A, section 58B, section 58C or section
58D of the United Kingdom Pensions Act 2004.


 


"CTA" means the United
Kingdom Corporation Tax Act 2009.


 


"Default" means any
event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become
an Event of Default.


 


"Defaulting Lender"
means any Lender:


 


		(a)	which has failed to issue an L/G or has notified the Agent that it will not issue an L/G in accordance
with Clause 5.3 (Issue of L/Gs) or which has failed to pay a claim or has notified the Agent or the Company that it will not
pay a claim in accordance with Clause 7.1 (Claims under an L/G);



 


		(b)	which has otherwise rescinded or repudiated a Finance Document;



 






    5


     


    

 


		(c)	which has failed, within five Business Days after request by the Agent, acting reasonably, to confirm
in writing that it will comply with its obligations to issue L/Gs under this Agreement provided that such Lender shall cease to
be a Defaulting Lender pursuant to this paragraph (c) upon the Agent receiving such confirmation in form and substance satisfactory
to it; or



 


		(d)	with respect to which an Insolvency Event has occurred and is continuing,



 


unless, in the case of paragraph (a) above:


 


		(i)	its failure to pay or so issue L/Gs is caused by:



 


		(A)	administrative or technical error; or



 


		(B)	a Disruption Event; and



 


payment is made within five Business
Days of its due date; or


 


		(ii)	the Lender is disputing in good faith whether it is contractually obliged to issue the L/G or make the
payment in question.



 


"Disposal" means the
sale, transfer, license, lease or other disposal (including any sale and leaseback transaction) of any property by a person, including
any sale, assignment (excluding any Security), transfer or other disposal, with or without recourse, of any notes or accounts receivable
or any rights and claims associated therewith and "Dispose" shall be construed accordingly.


 


"Disruption Event"
means either or both of:


 


		(a)	a material disruption to those payment or communications systems or to those financial markets which are,
in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions
contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties;
or



 


		(b)	the occurrence of any other event which results in a disruption (of a technical or systems-related nature)
to the treasury or payments operations of a Party preventing that or any other Party:



 


		(i)	from performing its payment obligations under the Finance Documents; or



 


		(ii)	from communicating with other Parties in accordance with the terms of the Finance Documents,



 


and which (in either such case) is not
caused by, and is beyond the control of, the Party whose operations are disrupted.


 


"Domestic
Foreign Holdco Subsidiary" means a Subsidiary organised under the laws of any jurisdiction within the United States (excluding
any possession or territory thereof), substantially all of the assets of which consist of the Equity Interests (including Equity Interests
held through entities disregarded from their owner for U.S. Federal income tax purposes) of (and/or receivables or other amounts due from)
one or more Foreign Subsidiaries that are "controlled foreign corporations" within the meaning of section 957 of the
Code, so long as such Domestic Subsidiary (i) does not conduct any business or other activities other than the ownership of such
Equity Interests and/or receivables and (ii) does not incur, and is not otherwise liable for, any Financial Indebtedness (other than
intercompany indebtedness permitted pursuant to paragraph (b)(vii) of Clause 21.14 (Financial Indebtedness)), in
each case, other than immaterial assets and activities reasonably related or ancillary thereto.


 






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"Domestic Subsidiary"
means any Subsidiary organised under the laws of any jurisdiction within the United States (excluding any possession or territory thereof)
other than any Domestic Foreign Holdco Subsidiary.


 


"Electronic Platform"
means any internet communication system for the communication, processing and calculations to be made in connection with the issuance
and administration of L/Gs the implementation of which shall be agreed between the Company and each Issuing Bank, and which may be replaced
from time to time provided that the Company and all Issuing Banks agree to such change, provided, however, that the Parties hereby agree
to use a multi-bank internet communication system as described above at any relevant point in time, unless the Electronic Platform is
not available, during the term of this Agreement.


 


Electronic
Platform Agreement" means the Agreement entered into between the Company and an Issuing Bank in relation to the use of
the Electronic Platform, substantially in the form attached hereto as Schedule 13.


 


"Employee Plan" means
an employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV or Section 303 of ERISA,
or Section 412 of the Code and in respect of which an Obligor or any ERISA Affiliate is (or, if such plan were terminated, would
under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.


 


"Environmental Laws"
means all laws, rules, regulations, codes, ordinances, or binding orders, decrees, judgments or injunctions, issued, promulgated or entered
into by any Governmental Authority, relating to pollution or protection of the environment, preservation or reclamation of natural resources,
the management, release or threatened release of or governing exposure to any Hazardous Material.


 


"Environmental Licence"
means any permit, license or other approval required at any time under Environmental Laws.


 


"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 in a person and any warrants, options or other similar rights entitling the holder thereof to, purchase or acquire
any of the foregoing provided that "Equity Interests" shall not include Financial Indebtedness that is convertible into
Equity Interests.


 


"ERISA" means the Employee
Retirement Income Security Act of 1974, as amended from time to time.


 


"ERISA Affiliate" means
any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under Section 414(b) or
(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer
under Section 414 of the Code.


 


"ERISA Event" means:


 


		(a)	any "reportable event", as defined in Section 4043 of ERISA or the regulations issued thereunder
with respect to an Employee Plan (other than an event for which any notice period is waived);



 


		(b)	the failure to satisfy the "minimum funding standard" (as defined in Section 412 of the
Code or Section 302 of ERISA), whether or not waived;



 






    7


     


    

 


		(c)	the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an
application for a waiver of the minimum funding standard with respect to any Employee Plan;



 


		(d)	the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA
with respect to the termination of any Employee Plan;



 


		(e)	the receipt by the Company or any ERISA Affiliate from the PBGC or a plan administrator of any written
notice relating to an intention to terminate any Employee Plan or Employee Plans or to appoint a trustee to administer any Employee Plan;



 


		(f)	the incurrence by the Company or any of its ERISA Affiliates of any liability with respect to the withdrawal
or partial withdrawal of the Company or any of its ERISA Affiliates from any Employee Plan or Multiemployer Plan; or



 


		(g)	the receipt by the Company or any ERISA Affiliate of any written notice, or the receipt by any Multiemployer
Plan from the Company or any ERISA Affiliate of any written notice, concerning the imposition upon the Company or any of its ERISA Affiliates
of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in critical or endangered
status, within the meaning of ERISA.



 


"Event of Default"
means any event or circumstance specified as such in Clause 22 (Events of Default).


 


"Excluded Subsidiary"
means:


 


		(a)	any Domestic Foreign Holdco Subsidiary; and



 


		(b)	any Domestic Subsidiary of the Company, so long as:



 


		(i)	its acting as a Guarantor under this Agreement would violate any law, rule or regulation applicable
to such Domestic Subsidiary or would be prohibited by any contractual restriction or obligation applicable to such Domestic Subsidiary;
and



 


		(ii)	the Agent shall have received a certificate of a Financial Officer of the Company to the effect that,
based on advice of outside counsel, such Domestic Subsidiary acting as a Guarantor under this Agreement would cause such a violation or
would be so prohibited as described in the foregoing paragraph (i).



 


"Existing Bilateral Agreement"
means the existing bilateral guarantee agreement (Rahmenavalkreditvertrag) originally dated 11/26 September 2018 (as amended
from time to time) entered into by Coperion GmbH as borrower and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main as
lender.


 


"Existing L/G" means
any standby, commercial or trade letter of credit (Akkreditive), surety (Bürgschaft) or guarantee (Garantie)
excluding any surety or guarantee serving as collateral for any credit obligations (Kreditbesicherungsavale) issued under the Existing
Syndicated L/G Facility Agreement and under the Existing Bilateral Agreement at the request of a Borrower or an Affiliate of a Borrower
by a Lender as listed in Schedule 16 (List of Existing L/Gs).


 


"Existing Syndicated L/G Facility
Agreement" means the EUR 175,000,000 syndicated L/G facility agreement originally dated 8 March 2018 (as amended or amended
and restated on 4 September 2019, 10 January 2020, 19 May 2020 and 5 November 2020) originally among, inter alios,
Hillenbrand, Inc. as the Company (as defined therein), the borrowers from time to time party thereto and guarantors from time to
time party thereto, Commerzbank Aktiengesellschaft as mandated lead arranger and bookrunner, the lenders and issuing banks from time to
time party thereto and Commerzbank Finance & Covered Bond S.A. as Agent of the other Finance Parties (each as defined therein)
as amended from time to time.


 






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"Existing
US Facility Agreement" means that certain fourth amended and restated credit agreement, dated as of on or about 8 June 2022,
among the Company, the borrowers from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders
from time to time party thereto.


 


"Face Amount" means
the principal face amount of an L/G in the Base Currency or, as the case may be, any Optional Currency in which such L/G has been issued,
such amount representing the maximum liability of the Issuing Bank under such L/G.


 


"Facility" means the
letter of credit facility made available under this Agreement as described in Clause 2.1 (The Facility).


 


"Facility Office" means
the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date,
by not less than five Business Days' written notice) as the office or offices through which it will perform its obligations under this
Agreement.


 


"FATCA" means:


 


		(a)	sections 1471 to 1474 of the Code or any associated regulations;



 


		(b)	any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement
between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to
in paragraph (a) above; or



 


		(c)	any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or
(b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.



 


"FATCA Application Date"
means:


 


		(a)	in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code
(which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or



 


		(b)	in relation to a "passthru
payment" described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date
from which such payment may become subject to a deduction or withholding required by FATCA.



 


"FATCA Deduction" means
a deduction or withholding from a payment under a Finance Document required by FATCA.


 


"FATCA Exempt Party"
means a Party that is entitled to receive payments free from any FATCA Deduction.


 


"Finance Document"
means this Agreement, the Mandate Letter, the Agency Fee Letter, any Accession Letter, any Increase Confirmation, any Compliance Certificate,
any Utilisation Request, any Cash Cover Security Document, and any other document designated as such by the Agent and the Company.


 


"Finance Party" means
the Agent, the Arranger or a Lender.


 






    9


     


    

 


"Financial Indebtedness"
means any Indebtedness as defined in Clause 20.1 (Financial Definitions) of this Agreement.


 


"Financial Officer"
means the chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of the Company.


 


"Financial Quarter"
means each period of three months ending on 31 March, 30 June, 30 September or 31 December.


 


"Foreign Lender" means
(a) if the applicable Borrower is a U.S. Person, a Lender, with respect to such Borrower, that is not a U.S. Person, and (b) if
the applicable Borrower is not a U.S. Person, a Lender, with respect to such Borrower, that is resident or organized under the laws of
a jurisdiction other than that in which such Borrower is resident for tax purposes.


 


"Foreign Subsidiary"
means any Subsidiary which is not a Domestic Subsidiary.


 


"Financial Year" means
the financial year of the Company ending on 30 September as at the date of this Agreement; provided that the Company may change the
financial year to end on 31 December with prior notice to the Agent but without consent of Agent or any Lender.


 


"Governmental Authority"
means any government of any nation or political subdivision thereof, whether state or local, the Pensions Regulator, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government.


 


"Group" means the Company
and its Subsidiaries from time to time.


 


"Group Company" means
any member of the Group.


 


"Group Structure Chart"
means the group structure chart in the agreed form.


 


"Guarantor" means an
Original Guarantor or an Additional Guarantor, unless any such entity has ceased to be a Guarantor in accordance with Clause 24 (Changes
to the Obligors).


 


"Guidelines"
means, together, the guidelines S-02.123 in relation to inter bank transactions of 22 September 1986 as issued by the Swiss Federal
Tax Administration (Merkblatt S-02.123 vom 22 September 1986 betreffend Zinsen von Bankguthaben, deren Gläubiger
Banken sind (Interbankguthaben)), S-02.130.1 in relation to money market instruments and book claims of April 1999 (Merkblatt
S-02.130.1 vom April 1999 "Geldmarktpapiere und Buchforderungen inländischer Schuldner"), the circular letter
No. 15 (1-015-DVS-2017) of 3 October 2017 in relation to bonds and derivative financial instruments as subject matter of taxation
of Swiss federal income tax, Swiss withholding tax and Swiss stamp taxes (Kreisschreiben Nr. 15 "Obligationen und derivative Finanzinstrumente
als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer sowie der Stempelabgaben" vom 3. Oktober 2017), the circular
letter No. 34 of 26 July 2011 (1-034-V-2011) in relation to customer credit balances (Kreisschreiben Nr. 34 "Kundenguthaben"
vom 26. Juli 2011), the circular letter No. 46 of 24 July 2019 in relation to syndicated credit facilities (Kreisschreiben
Nr. 46 "Steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen" vom 24. Juli 2019)
and the circular letter No. 47 of 25 July 2019 in relation to bonds (Kreisschreiben Nr. 47 "Obligationen"
vom 25. Juli 2019) as issued, and as amended or replaced from time to time by the Swiss Federal Tax Administration, or as applied
in accordance with a tax ruling (if any) issued by the Swiss Federal Tax Administration, or as substituted or superseded and overruled
by any law, statute, ordinance, regulation, court decision or the like as in force from time to time.


 






    10


     


    

 


"Hazardous Materials"
means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants and contaminants
listed, defined, designated, regulated or classified under applicable Environmental Laws as hazardous, toxic, radioactive, dangerous,
a pollutant, a contaminant, petroleum, oil or words of similar meaning or effect, including petroleum or petroleum distillates, asbestos
or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes.


 


"Hillenbrand Family Group"
means the descendants of John A. Hillenbrand in the direct line (direkte Nachkommen) and members of such descendants' families
(i.e. spouses and registered partners) and trusts for the benefit of such natural persons.


 


"Holding Company" means,
in relation to a person, any other person in respect of which it is a Subsidiary.


 


"Impaired Agent" means
the Agent at any time when:


 


		(a)	it has failed to make (or has notified a Party that it will not make) a payment required to be made by
it under the Finance Documents by the due date for payment;



 


		(b)	it otherwise rescinds or repudiates a Finance Document;



 


		(c)	(if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of
the definition of "Defaulting Lender"; or



 


		(d)	an Insolvency Event has occurred and is continuing with respect to the Agent;



 


unless, in the case of paragraph (a) above:


 


		(i)	its failure to pay is caused by:



 


		(A)	administrative or technical error; or



 


		(B)	a Disruption Event; and



 


payment is made within five (5) Business
Days of its due date; or


 


		(ii)	the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.



 


"Increase Confirmation"
means a confirmation substantially in the form set out in Schedule 5 (Form of Increase Confirmation).


 


"Increase Lender" has
the meaning given to that term in Clause 2.2 (Increase).


 


"Increase Period" means
the period beginning on the date falling six Months after the date of this Agreement and ending on the date falling six Months prior to
the Termination Date provided that if only one or more of the Original Lenders participate in an increase, such period shall begin
on the date of this Agreement in respect of such increase.


 


"Ineligible Institution"
means (a) a natural person, (b) a Defaulting Lender or its Holding Company, (c) the Company, any of its Subsidiaries or
any of its Affiliates, or (d) a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural
person or relative(s) thereof.


 


"Insolvency Event"
in relation to a Finance Party means that Finance Party:


 


		(a)	is dissolved (other than pursuant to a consolidation, amalgamation or merger);



 






    11


     


    

 


		(b)	becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally
to pay its debts as they become due;



 


		(c)	makes a general assignment, arrangement or composition with or for the benefit of its creditors;



 


		(d)	institutes or has instituted against it, by a regulator, supervisor or any similar official with primary
insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction
of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief (including a moratorium) under
any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation
by it or such regulator, supervisor or similar official;



 


		(e)	has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief
under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for a moratorium,
its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding
or petition is instituted or presented by a person or entity not described in paragraph (d) above and:



 


		(i)	results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of
an order for its winding-up or liquidation; or



 


		(ii)	is not dismissed, discharged, stayed or restrained in each case within thirty (30) days of the institution
or presentation thereof;



 


		(f)	seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator,
receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; and/or



 


		(g)	causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction,
has an analogous effect to any of the events specified in paragraphs (a) to (f) above.



 


"Issuing Bank" means
each Lender.


 


"ITA" means the United
Kingdom Income Tax Act 2007.


 


"Legal Reservations"
means:


 


		(a)	the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation
of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;



 


		(b)	the time barring of claims, the possibility that an undertaking to assume liability for or indemnify a
person against non-payment of United Kingdom stamp duty may be void and defences of set-off or counterclaim;



 


		(c)	similar principles, rights and defences under the laws of any relevant jurisdiction; and



 


		(d)	any other matters which are set out as qualifications or reservations as to matters of law of general
application in any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 24
(Changes to the Obligors).



 






    12


     


    

 


"Lender" means:


 


		(a)	any Original Lender; and






 


		(b)	any bank, financial institution,
trust, fund or other entity which has become a Lender in accordance with Clause 2.2 (Increase) or Clause 23 (Changes
to the Lenders),



 


which in each case has not ceased to
be a Party in accordance with the terms of this Agreement.


 


"Leverage Ratio" has
the meaning given to that term in Clause 20.1 (Financial Definitions).


 


"L/G"
means a standby, commercial or trade letter of credit (Akkreditive), surety (Bürgschaft) or guarantee (Garantie)
but excludes any surety or guarantee serving as collateral for any credit obligations (Kreditbesicherungsavale) which is:


 


		(a)	in a form agreed by the relevant Issuing Bank; or



 


		(b)	an Existing L/G,



 


and which in each case satisfies the
L/G Approved Criteria and is issued for any of the purposes set out in Clause 3.1 (Purpose).


 


"L/G Approved Criteria"
means the following:


 


		(a)	it is not unlawful or illegal in any jurisdiction for the relevant Issuing Bank to issue the L/G;



 


		(b)	the principal amount payable under the L/G is specified in that L/G;



 


		(c)	the currency of the amount payable is specified in the L/G and specified at the time of issuance;



 


		(d)	the beneficiary as specified in that L/G is reasonably acceptable to the Issuing Bank;



 


		(e)	pursuant to the terms of the L/G the relevant Issuing Bank deals in documents only and the relevant Issuing
Bank is authorised to pay any claim made or purported to be made under that L/G which appears on its face to be in order;



 


		(f)	the L/G contains a provision stating when the obligation of an Issuing Bank under the L/G shall terminate
(e. g. specific expiration date, return of L/G deed, release letter) or may be cancelled or not renewed by an Issuing Bank in accordance
with its terms;



 


		(g)	the L/G specifies its effective date or is stated to be effective on issuance;



 


		(h)	the L/G is subject to International Standby Practices 1998 (International Chamber of Commerce Publication
No. 590, or any subsequent revision thereof) or the Uniform Customs and Practice for Documentary Credits of the International Chamber
of Commerce (International Chamber of Commerce Publication No. 600, 2007 revision, or any subsequent revision thereof) or the terms
are otherwise satisfactory to the relevant Issuing Bank;



 


		(i)	the L/G is governed by the laws of Germany or the laws of any other jurisdiction reasonably satisfactory
to the relevant Issuing Bank;



 


		(j)	the terms of the L/G must contain a narrative reference to what has been reported to the Issuing Bank
about the underlying transaction but must not contain any confirmation with regard to facts of the underlying contract;



 






    13


     


    

 


		(k)	the terms of the L/G must contain a purpose clause which shall be described in sufficient detail to cover
a Borrower's obligations arising from the underlying transaction;



 


		(l)	the payment obligation of the Issuing Bank must be worded as an irrevocable obligation to pay a specific
maximum amount of money and not for specific performance of the underlying contract;



 


		(m)	the payment obligation of the Issuing Bank shall be conditional upon presentation of a demand for payment
with or, as the case may be, without simultaneous presentation of other documents. The terms of the L/G shall provide that receipt of
a formally valid demand for payment has to be made to the Issuing Bank by the expiry date at the latest and confirm that thereafter no
further demand shall be honoured; and



 


		(n)	the issuance of the L/G does not conflict or provide for inconsistency with (x) applicable laws,
regulations, rules, directions and rulings, (y) any relevant decisions and rulings of any Governmental Authority and (z) any
internal rules or guidelines of the Issuing Bank.



 


"L/G Fee Rate" means
0.70 per cent. per annum applicable from the date of this Agreement until the date the Compliance Certificate for the Relevant Period
ending 30 June 2022 has been delivered and thereafter if:


 


		(a)	no Event of Default has occurred and is continuing; and



 


		(b)	the Leverage Ratio in respect of the most recently completed Relevant Period is within a range set out
below,



 


then the L/G Fee Rate for each L/G will
be the percentage per annum set out below in the column opposite that range:


 


	Level	 	Leverage Ratio	 	L/G Fee Rate (in % p.a.)
	7	 	Greater than or equal to 3.5:1	 	1.55
	6	 	Greater than or equal to 3.0:1 but less than 3.5:1	 	1.10
	5	 	Greater than or equal to 2.5:1 but less than 3.0:1	 	0.95
	4	 	Greater than or equal to 2.0:1 but less than 2.5:1	 	0.80
	3	 	Greater than or equal to 1.5:1 but less than 2.0:1	 	0.70
	2	 	Greater than or equal to 1.0:1 but less than 1.5:1	 	0.65
	1	 	Less than 1.0:1	 	0.55



 


However:


 


		(i)	any increase or decrease in the L/G Fee Rate shall take effect on the date (the "reset date")
which is the fifth Business Day following receipt by the Agent of the Compliance Certificate for a Relevant Period pursuant to Clause 19.2
(Compliance Certificate); and



 


		(ii)	while an Event of Default is continuing or a Compliance Certificate has not been delivered on its due
date and remains undelivered, the L/G Fee Rate shall be the highest percentage per annum set out above.



 


"Liquidity Amount"
means, as of any date of determination, the lesser of (i) the sum of (a) 100% of the unrestricted and unencumbered cash and
cash equivalents maintained by the Company and its Domestic Subsidiaries as of such date, plus (b) 70% of the unrestricted and unencumbered
cash and cash equivalents maintained by the Company and its Subsidiaries in notional pooling structures outside of the United States and
by its Foreign Subsidiaries as of such date and (ii) USD 500,000,000; provided however, that amounts calculated under this definition
shall exclude any amounts that would not be considered “cash” or “cash equivalents” as recorded on the books of
the Company or the applicable Subsidiary.


 






    14


     


    

 


"LMA" means the Loan
Market Association.


 


"Majority Lenders"
means a Lender or Lenders whose Commitments aggregate more than 66 2/3 per cent. of the Total Commitments (or, if the Total Commitments
have been reduced to zero, aggregated more than 66 2/3 per cent. of the Total Commitments immediately prior to the reduction).


 


"Mandate Letter" means
the letter dated 16 May 2022 between the Arranger and the Company.


 


"Material Adverse Effect"
means a material adverse effect on:


 


		(a)	the business, operations or financial condition of the Group taken as a whole;



 


		(b)	the ability of the Obligors to perform their payment obligations under the Finance Documents; and/or



 


		(c)	the material rights or remedies of the Agent and the Lenders under the Finance Documents.



 


"Material Domestic Subsidiary"
means, as of any date of determination, each Domestic Subsidiary:


 


		(a)	whose revenues for a Relevant Period constitute five per cent. (5%) or more of the Consolidated Revenues
for that Relevant Period; and/or



 


		(b)	whose total assets at a time constitute five per cent. or more of the Consolidated Total Assets at that
time,



 


in each case as of the last day of the
immediately preceding Financial Year of the Company for which annual financial statements of the Company are available. Compliance with
the conditions set out above shall be determined by reference to the annual audited consolidated financial statements of the Company.


 


"Material Indebtedness"
means, as of any date, Financial Indebtedness (other than Financial Indebtedness arising under this Agreement), or the net obligations
in respect of one or more Swap Agreements, of any one or more of the Company and any other member of the Group in an aggregate principal
amount exceeding USD 75,000,000 (or its equivalent in any other currency or currencies) as of such date. For purposes of determining
Material Indebtedness, the "principal amount" of the net obligations of the Company or any member of the Group in respect of
any Swap Agreement at any time shall be deemed to be the Swap Termination Value thereof as of such date.


 


"Material Subsidiary"
means, as of any date of determination, a member of the Group (other than the Company):


 


		(a)	whose revenues for a Relevant Period constitute five per cent. (5%) or more of the Consolidated Revenues
for that Relevant Period; and/or



 


		(b)	whose total assets at a time constitute five per cent. or more of the Consolidated Total Assets at that
time,



 






    15


     


    

 


in each case as of the last day of the
immediately preceding Financial Year of the Company for which annual financial statements of the Company are available. Compliance with
the conditions set out above shall be determined by reference to the annual audited consolidated financial statements of the Company.


 


A list of the initial Material Subsidiaries
is set out in Schedule 14 (List of initial Material Subsidiaries).


 


"Maturity Date" means
the last day of the Term of an L/G.


 


"Milacron
Pension Scheme" means the existing pension scheme for which Milacron UK Ltd. (a registered company in England with number 04444980)
is an employer (for the purposes of sections 38 to 51 of the United Kingdom Pensions Act 2004).


 


"Month" means a period
starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:


 


		(a)	if the numerically corresponding day is not a Business Day, that period shall end on the next Business
Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
and



 


		(b)	if there is no numerically corresponding day in the calendar month in which that period is to end, that
period shall end on the last Business Day in that calendar month.



 


The above rules will only apply
to the last Month of any period.


 


"Monthly" shall be
construed accordingly.


 


"Multiemployer Plan"
means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA, to which the Company or any of its ERISA Affiliates
is contributing or has any obligation to contribute.


 


"New Lender" has the
meaning given to that term in Clause 23 (Changes to the Lenders).


 


"Obligor" means a Borrower
or a Guarantor.


 


"Optional Currency"
means a currency (other than the Base Currency) which complies with the conditions set out in Clause 4.3 (Conditions relating
to Optional Currencies).


 


"Original Financial Statements"
means:


 


		(a)	in relation to the Company,
its audited consolidated financial statements for the Financial Year ended 30 September 2021; and



 


		(b)	in relation to each other Borrower, its audited financial statements for its financial year ended 30 September 2021.



 


"Original Obligor"
means an Original Borrower or an Original Guarantor.


 


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


 


"Party" means a party
to this Agreement.


 


"PBGC" means the U.S.
Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.


 






    16


     


    

 



 


"Pensions
Regulator" means the body corporate established under section 1 of the United Kingdom Pensions Act 2004 (or any replacement or
successor body from time to time).


  


"Qualifying Lender"
has the meaning given to it in Clause 12 (Tax gross-up and indemnities).


 


"Quarter Date" has
the meaning given to it in Clause 20.1 (Financial Definitions).


 


"Regulations T, U and X"
means, respectively, Regulations T, U and X of the Board of Governors of the Federal Reserve System of the United States (or any successor)
as now and from time to time in effect from the date of this Agreement.


 


"Relevant Nominating Body"
means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored
or chaired by, or constituted at the request of, any of them or the Financial Stability Board.


 


"Relevant Period" has
the meaning given to that term in Clause 20.1 (Financial Definitions).


 


"Related Fund" in relation
to a fund (the "first fund"), means a fund which is managed or advised by the same investment manager or investment adviser
as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment
adviser is an Affiliate of the investment manager or investment adviser of the first fund.


 


"Repeated Representations"
means each of the representations set out in Clause 18 (Representations) other than Clauses 18.7 (Deduction of Tax),
18.10 (No default), 18.12 (No misleading Information), 18.13 (Financial statements), 18.16 (Environmental laws
and licences) and 18.17 (Good title to assets).


 


"Representative" means
any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.


 


"Resignation Letter"
means a letter substantially in the form set out in Schedule 8 (Form of Resignation Letter).


 


"Responsible Officer"
means the chief executive officer, president, Financial Officer or any other person designated by any such person in writing to the Agent
and reasonably acceptable to the Agent.


 


"Restricted Payment"
means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in any member
of the Group or any payment (whether in cash, securities or other property) on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such Equity Interests in any member of the Group or any option, warrant or other right to acquire such
Equity Interests in any member of the Group.


 


"Sanctioned
Country" means, at any time, a country, region or territory which is itself the subject or target of any comprehensive Sanctions
(at the time of this Agreement, including but not limited to, the so-called Donetsk People’s Republic, the so-called Luhansk
People’s Republic, Crimea Region of Ukraine, Cuba, Iran, North Korea, Sudan, South-Sudan and Syria).


 


"Sanctioned Person"
means, at any time, (a) any person listed in any Sanctions-related list of designated persons maintained by, or public announcement
of Sanctions designation made by the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC), the U.S. Department
of State, the United Nations Security Council, the European Union including its member states, Her Majesty’s Treasury of the United
Kingdom or the Swiss Confederation and its State Secretariat for Economic Affairs SECO and/or its Directorate of International Law or
any other respective governmental institution and agency of any of the foregoing each as amended, supplemented or substituted from time
to time, (b) any person located, organized or resident in a Sanctioned Country or (c) any person owned 50% or more or controlled
by any such person or persons described in the foregoing clauses (a) or (b).


 






    17


     


    

 


"Sanctions" means any
international economic sanctions imposed, administered or enforced from time to time by (a) the U.S. government, including those
administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC) or the U.S. Department of State, (b) the
United Nations Security Council, the European Union including its member states or Her Majesty’s Treasury of the United Kingdom
or (c) the Swiss Confederation and administered by its State Secretariat for Economic Affairs SECO and/or Directorate of International
Law or any other respective governmental institution and agency of any of the foregoing.


 


"SEC" means the United
States Securities and Exchange Commission or any successor thereto.


 


"Security" means a
mortgage, land charge, charge, pledge, lien, assignment or transfer for security purposes, retention of title arrangement or other security
interest securing any obligation of any person or any other agreement or arrangement having a similar effect.


 


"Specified Time" means
a time determined in accordance with Schedule 11 (Timetables).


 


"Spot
Rate of Exchange" means the exchange rate between Euro and an alternative currency which is displayed on the European Central
Bank Website at https://www.ecb.europa.eu/stats/policy_and_exchange_rates/euro_reference_exchange_rates/html/index.en.html (or,
the rate displayed on the appropriate page of such other information service which publishes the rate from time to time) or, if the
respective alternative currency is not listed there, the current selling rate determined in the over-the-counter market (purchase Euro,
sale alternative currency).


 


"Subsidiary" means:


 


		(a)	in relation to any company or corporation incorporated in Germany, another company which is a subsidiary
(Tochterunternehmen) of the first one within the meaning of §§271(2), 290 of the German Commercial Code (Handelsgesetzbuch);
and



 


		(b)	in relation to any company incorporated in any other jurisdiction, any entity from time to time of which
another person has direct or indirect control and for this purpose, a company or corporation shall be treated as being controlled by another
if that other company or corporation beneficially owns a majority of the equity securities or other ownership interests have ordinary
voting rights of it (whether directly or indirectly through one or more intermediaries).



 


"Swap Agreement" means
any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled
by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing
indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions;
provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former
directors, officers, employees or consultants of the Company or any other member of the Group shall be a Swap Agreement.


 


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


 






    18


     


    

 


"Swiss Borrower" means
a Borrower incorporated in Switzerland and/or having its registered office in Switzerland and/or qualifying as a Swiss resident pursuant
to Art. 9 of the Swiss Federal Withholding Tax Act.


 


"Swiss Federal Withholding Tax"
means the Tax levied pursuant to the Swiss Federal Withholding Tax Act.


 


"Swiss
Federal Withholding Tax Act" means the Swiss Federal Withholding Tax Act (Bundesgesetz über die Verrechnungssteuer
vom 13 Oktober 1965); together with the related ordinances, regulations and guidelines, all as amended and applicable from time to
time.


 


"Swiss Non-Bank Rules"
means the Swiss Ten Non-Qualifying Bank Creditor Rule and the Swiss Twenty Non-Qualifying Bank Creditor Rule.


 


"Swiss Qualifying Bank"
means a person or entity (including any commercial bank or financial institution (irrespective of its jurisdiction of organisation)) acting
on its own account which has a banking licence in force and effect issued in accordance with the banking laws in its jurisdiction of incorporation,
or if acting through a branch, issued in accordance with the banking laws in the jurisdiction of such branch, and which, in both cases,
effectively exercises as its main purpose a true banking activity, having bank personnel, premises, communication devices of its own and
authority of decision making all in accordance and as defined in the Guidelines or in the legislation and explanatory notes addressing
the same issues which are in force at such time.


 


"Swiss Ten Non-Qualifying Bank
Creditor Rule" means the rule that the aggregate number of creditors (or deemed creditors) under this Agreement which are
not Swiss Qualifying Banks must not exceed 10 (ten), all in accordance with the meaning of the Guidelines or legislation or explanatory
notes addressing the same issues which are in force at such time.


 


"Swiss Twenty Non-Qualifying
Bank Creditor Rule" means the rule that the aggregate number of creditors (or deemed creditors) (including the Lenders),
other than Swiss Qualifying Banks, of a Swiss Borrower under all outstanding debts relevant for classification as debenture (Kassenobligation)
(within the meaning of the Guidelines), such as loans, facilities and/or private placements (including under the Finance Documents) must
not at any time exceed 20 (twenty), all in accordance with the meaning of the Guidelines or legislation or explanatory notes addressing
the same issues which are in force at such time.


 


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


 


"Term" means such period
determined under this Agreement for which the Issuing Bank is under a liability under an L/G.


 


"Termination Date"
means the earlier of (i) date falling five (5) years following the date of this Agreement and (ii) the date of the termination
of the Existing US Facility Agreement (as such agreement may be from time to time extended or refinanced).


 


"Total Commitments"
means the aggregate of the Commitments, being EUR 225,000,000 at the date of this Agreement.


 


"Transfer Certificate"
means a certificate substantially in the form set out in Schedule 6 (Form of Transfer Certificate) or any other form agreed
between the Agent and the Company.


 






    19


     


    

 


"Transfer Date" means,
in relation to an assignment and transfer by way of assumption of contract (Vertragsübernahme) pursuant to Clause 23.5 (Procedure
for assignment and transfer by way of assumption of contract (Vertragsübernahme)), the later of:


 


		(a)	the proposed Transfer Date specified in the Transfer Certificate; and



 


		(b)	the date on which the Agent executes the Transfer Certificate.



 


"Unpaid Sum" means
any sum due and payable by an Obligor but unpaid by an Obligor under the Finance Documents.


 


"U.S." and "United
States" means the United States of America, its territories, possessions and other areas subject to the jurisdiction of the United
States of America.


 


"U.S. Borrower" means
a Borrower whose jurisdiction of incorporation is a state of the United States or the District of Columbia.


 


"U.S. GAAP" means the
generally accepted accounting principles in the United States of America as recognised by the Financial Accounting Standards Board or
other body or authority that succeeds the Financial Accounting Standards Board in determining the generally accepted accounting principles
in the United States from time to time.


 


"U.S. Person" means
a "United States person" within the meaning of Section 7701(a)(30) of the Code.


 


"U.S. Tax Obligor" means:


 


		(a)	a Borrower which is resident for tax purposes in the U.S.; or



 


		(b)	an Obligor some or all of whose payments under the Finance Documents are from sources within the U.S.
for US federal income tax purposes.



 


"Utilisation" means
the issuance of an L/G.


 


"Utilisation Date"
means the date on which a Utilisation is to be made, being the date on which the relevant L/G is to be issued.


 


"Utilisation Request"
means (i) a notice automatically generated by the Electronic Platform and sent to the respective Issuing Bank or (ii) in case
the Electronic Platform is not available for such purpose, a notice substantially in the form set out in Schedule 3 (Utilisation Request).


 


"VAT" means:


 


		(a)	any value added tax imposed by the Value Added Tax Act 1994;



 


		(b)	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); and



 


		(c)	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) or (b) above, or imposed elsewhere.



 


"Withdrawal Liability"
means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.


 






    20


     


    

 


		1.2	Construction



  


		(a)	Unless a contrary indication appears, any reference in this Agreement to:



 


		(i)	the "Agent", the "Arranger", any "Finance Party", any
 "Issuing Bank", any "Lender", any "Obligor" or any "Party" shall be
construed so as to include its successors in title, permitted assigns and permitted transferees;



 


		(ii)	"assets" includes present and future properties, revenues and rights of every description;



 


		(iii)	"director"includes any statutory legal representative(s) (organschaftlicher
Vertreter) of a person pursuant to the laws of its jurisdiction of incorporation, including but not limited to, in relation to a person
incorporated or established in Germany, a managing director (Geschäftsführer) or member of the board of directors (Vorstand);



 


		(iv)	a "Finance Document" or any other agreement or instrument is a reference to that Finance
Document or other agreement or instrument as amended, novated, supplemented, extended or restated;



 


		(v)	"indebtedness" includes any obligation (whether incurred as principal or as surety) for
the payment or repayment of money, whether present or future, actual or contingent;



 


		(vi)	a Lender's "participation" in relation to an L/G, shall be construed as a reference to
the relevant amount that is or may be payable by a Lender in relation to that L/G;



 


		(vii)	a "person" includes any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity;



 


		(viii)	a person acting "reasonably" means the exercise of discretion in a reasonable manner
(nach billigem Ermessen) as set out in section 315 of the German Civil Code (Bürgerliches Gesetzbuch).



 


		(ix)	a "regulation" includes any regulation, rule, official directive, request or guideline
(whether or not having the force of law) of any Governmental Authority;



 


		(x)	a provision of law is a reference to that provision as amended or re-enacted; and



 


		(xi)	a time of day is a reference to Luxembourg time.



 


		(b)	Section, Clause and Schedule headings are for ease of reference only.



 


		(c)	Unless a contrary indication appears, a term used in any other Finance Document or in any notice given
under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.



 


		(d)	A Default (including an Event of Default) is "continuing" if it has not been remedied
or waived.



 






    21


     


    

 


		(e)	A Borrower "repaying" or "prepaying" an L/G means:



  


		(i)	the Borrower providing Cash Cover for that L/G;



 


		(ii)	the Company receiving an L/G Reduction Notice as further specified in Clause 5.5 (Reversal and Reduction
of L/Gs); or



 


		(iii)	the implementation of any other arrangement, including the delivery of a Counter Guarantee, satisfactory
to the relevant Issuing Bank,



 


and the amount by which an L/G is repaid
or prepaid under paragraphs 1.2(e)(i) to (iii) above is the amount of the relevant Cash Cover or reduction or Counter Guarantee
(in the case Cash Cover is provided for an L/G denominated in an Optional Currency, converted into the currency in which that L/G is denominated
at the Spot Rate of Exchange on the date on which Cash Cover is provided).


 


		(f)	An L/G is “outstanding” until (i) the original of the L/G certificate (Avalurkunde)
has been received by the Lender which has issued the relevant L/G, (ii) the relevant LG has expired pursuant to its terms, (iii) the
Lender which has issued the L/G has been unconditionally released from liability and notified about such release, (iv) the relevant
Borrower and the Lender which has issued the relevant L/G have confirmed, e.g. by way of e-mail exchange, that the respective L/G is no
longer outstanding, or (v) the relevant Issuing Bank is otherwise satisfied (acting reasonably) that its obligations under the L/G
have expired.



 


		(g)	The Electronic Platform "is not available" means that:



 


		(i)	the Company has informed the relevant Issuing Bank(s) that the Electronic Platform will not be operational
or accessible (because of, but not limited to, any technical error, defects of any kind or an operating error due to which it is technically
impossible to transfer the Utilisation Request in the form of electronic transfer) for a continuing period of more than twenty-four (24)
hours until the Company confirms to the relevant Issuing Bank(s) and the Agent that the Electronic Platform is duly operating again;



 


		(ii)	the Company has informed the Agent and the Issuing Banks with thirty (30) Business Days prior written
notice of its decision to discontinue the use of the Electronic Platform until the date another Electronic Platform commences operation
(and the Company will notify the Issuing Banks) thirty (30) Business Days in advance of such date); and



 


		(iii)	in relation to the relevant Issuing Bank only, such Issuing Bank has terminated the Electronic Platform
Agreement.



 


If the Electronic Platform cannot provide
one of the services as assigned to under this Agreement it shall be treated as "not available" on in regard to any such (unavailable)
service.


 


		1.3	Currency symbols and definitions



 


"€", "EUR"
and "euro" denote the single currency of the Participating Member States, "£", "GBP"
and "sterling" denote the lawful currency of the United Kingdom, "$", "USD" and "dollars"
denote the lawful currency of the United States of America, "CHF" denotes the lawful currency of Switzerland, "SEK"
denotes the lawful currency of Sweden, "SGD" denotes the lawful currency of Singapore, "CNY" denotes
the lawful currency of the People's Republic of China, "INR" denotes the lawful currency of India, "SAR"
denotes the lawful currency of Saudi Arabia and "YEN" denotes the lawful currency of Japan.


 






    22


     


    

 


		1.4	Language



 


This Agreement is made in the English
language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement.
However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or
phrase shall prevail.


 


		1.5	Pro Forma Calculations



 


Except as otherwise provided herein,
all pro forma computations required to be made hereunder giving effect to any acquisition or disposition, or issuance, incurrence, assumption
or repayment of Financial Indebtedness, or other transaction shall in each case be calculated giving pro forma effect thereto (and, in
the case of any pro forma computation made hereunder to determine whether such acquisition or disposition, or issuance, incurrence, assumption
or repayment of Financial Indebtedness, or other transaction is permitted to be consummated hereunder, to any other such transaction consummated
since the first day of the period covered by any component of such pro forma computation and on or prior to the date of such computation)
as if such transaction had occurred on the first day of the period of four consecutive Financial Quarters ending with the most recent
Financial Quarter for which financial statements shall have been delivered pursuant to Clause 19.1 (Financial statements)
(or, prior to the delivery of any such financial statements, ending with the last Financial Quarter included in the Original Financial
Statements of the Company), and, to the extent applicable, to the historical earnings and cash flows associated with the assets acquired
or disposed of (but without giving effect to any synergies or cost savings unless permitted by Article 11 of Regulation S-X of the
U.S. Securities Act of 1933) and any related incurrence or reduction of Financial Indebtedness, all in accordance with that Article. If
any Financial Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Financial Indebtedness
shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into
account any Swap Agreement pertaining to interest rates applicable to such Financial Indebtedness).


 


		1.6	Divisions



 


For all purposes under the Finance 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.


 


		1.7	Certain Calculations



 


No
Default or Event of Default shall arise as a result of any limitation or threshold set forth in Dollars in ‎Clause 20
(Financial covenants) and 21 (General undertakings) under this Agreement being exceeded solely as a result of changes in
currency exchange rates from those rates applicable on the last day of the fiscal quarter of the Company immediately preceding the fiscal
quarter of the Company in which the applicable transaction or occurrence requiring a determination occurs.


 






    23


     


    

 


		2.	THE FACILITY



 


		2.1	The Facility



 


Subject to the terms of this Agreement,
the Issuing Banks make available to the Borrowers a multicurrency letter of credit facility in an aggregate amount equal to the Total
Commitments provided that the aggregate Base Currency Amount of all outstanding L/Gs issued by the Issuing Banks on behalf of (or
at the request of) the Company may not exceed EUR 25,000,000 at any time.


  


		2.2	Increase



 


		(a)	The Company may by giving at least three Business Days' prior notice to the Agent by no later than the
date falling twenty (20) Business Days after the effective date of a cancellation of:



 


		(i)	the Available Commitments of a Defaulting Lender in accordance with paragraph (d) of Clause 9.6
(Right of replacement or repayment and cancellation in relation to a single Lender); or



 


		(ii)	the Commitments of a Lender in accordance with:



 


		(A)	Clause 9.1 (Illegality); or



 


		(B)	paragraph (a) of Clause 9.6 (Right of replacement or repayment and cancellation in relation
to a single Lender),



 


request that the Commitments be increased
(and the Commitments shall be so increased) in an aggregate amount in the Base Currency of up to the amount of the Available Commitments
or Commitments so cancelled.


 


		(b)	Subject to Clause 2.3 (Allocation of Additional Commitments) below, the Company may by giving
at least three (3) Business Days' prior notice to the Agent request that the Total Commitments be increased (and the Total Commitments
shall be so increased) in an aggregate amount in the Base Currency of at least EUR 5,000,000 provided that:



 


		(i)	the total Base Currency Amount of all such increases of Commitments made pursuant to this paragraph (b) must
not exceed EUR 100,000,000 and the Total Commitments after any such increase must not exceed EUR 325,000,000;



 


		(ii)	the respective increase must become effective during the Increase Period; and



 


		(iii)	during the term of this Agreement the Company may not increase the Commitments more than four times pursuant
to this paragraph (b).



 


		(c)	The implementation of any increase pursuant to paragraph (a) or (b) above shall be subject
to the following provisions and the implementation of any increase pursuant to paragraph (b) above shall in addition be subject
to Clause 2.3 (Allocation of Additional Commitments):



 


		(i)	subject to Clause 2.3 (Allocation of Additional Commitments), the increased Commitments will
be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an "Increase Lender")
selected by the Company (each of which shall not be a member of the Group) and each of which confirms in writing (whether in the relevant
Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part
of the increased Commitments which it is to assume, as if it had been an Original Lender;



 






    24


     


    

 


		(ii)	each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire
rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an
Original Lender;



  


		(iii)	each Increase Lender shall become a Party as a "Lender" and any Increase Lender and each of
the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender
and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;



 


		(iv)	the Commitments of the other Lenders shall continue in full force and effect; and



 


		(v)	any increase in the Commitments shall take effect on the date specified by the Company in the notice referred
to above or any later date on which the conditions set out in paragraph (d) below are satisfied.



 


		(d)	An increase in the Commitments will only be effective on:



 


		(i)	the execution by the Agent and the Company of an Increase Confirmation from the relevant Increase Lender;
and



 


		(ii)	in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase the
Agent being satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable
laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender. The Agent shall promptly notify
the Company and the Increase Lender upon being so satisfied.



 


		(e)	Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that
the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender
or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.



 


		(f)	The Company shall, promptly on demand, pay the Agent the amount of all costs and expenses (including legal
fees) reasonably incurred by it in connection with any increase in Commitments under this Clause 2.2.



 


		(g)	The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company
and the Increase Lender in a letter between the Company and the Increase Lender setting out that fee provided that in respect of
any increase made pursuant to paragraph (b) of this Clause 2.2 the following shall apply:



 


		(i)	no Increase Lender shall be given preferential treatment in respect of the amount of fees paid to it in
respect of such increase so that a higher fee may only be paid if an Increase Lender is participating with a higher amount in the respective
increase. Increase Lenders participating with equal amounts must be paid an equal amount of fees; and



 


		(ii)	the Company must offer to pay the participation fee in the Additional Commitment Request and any Additional
Commitment Request served within the first six Months after the date of this Agreement shall offer at least the same level of participation
fee as applicable on the signing date of this Agreement.



 






    25


     


    

 


		(h)	Clause 23.4 (Limitation of responsibility of Existing Lender) shall apply mutatis mutandis
in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:



  


		(i)	an "Existing Lender" were references to all the Lenders immediately prior to the relevant
increase;



 


		(ii)	the "New Lender" were references to that "Increase Lender"; and



 


		(iii)	a "re-transfer" and "re-assignment" were references to respectively
a "transfer" and "assignment".



 


		2.3	Allocation of Additional Commitments



 


		(a)	Subject to paragraph (b) of Clause 2.2 (Increase) above the Company may, at any
time during the Increase Period, request the increase of the Total Commitments by a total amount of EUR 100,000,000 (the amount requested
being the "Requested Additional Commitment Amount" and the increased part of the Total Commitments being the "Additional
Commitments") by delivery to the Agent of a duly completed Additional Commitment Request setting out the total Additional Commitments
and any fee the Company is offering to pay in respect thereto and asking each Lender whether it is willing to participate in the Additional
Commitments on a pro rata basis (based on the proportion borne by its Commitments to the Total Commitments at the time of the request)
(the "Pro Rata Portion"); provided that with regard to any increase up to an amount of EUR 25,000,000 in
aggregate over the lifetime of this Agreement (any such increase, a "Non-Pro Rata Increase"), the increased Commitments
may also be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (any such Lender or
other entity shall be deemed to be an "Increase Lender") selected by the Company (each of which shall not be a member
of the Group) which has confirmed in writing its willingness to participate in the Additional Commitments with respect to the Non-Pro
Rata Increase; and provided further that the provisions set out in Clause 2.2 (Increase) paragraphs (c)(iii) and (iv) and
(d) to (h) shall apply to such Non-Pro Rata Increase mutatis mutandis. The Agent shall notify each Lender without undue
delay after receipt of an Additional Commitment Request of the terms of that Additional Commitment Request by forwarding a copy of that
Additional Commitment Request to each Lender. If the Additional Commitments are offered only to the Lenders, the Agent shall also notify
each Lender of its potential Pro Rata Portion.



 


		(b)	Within fifteen (15) Business Days of receipt of a copy of such Additional Commitment Request from the
Agent (the "First Response Period"), each Lender shall notify the Agent and the Company whether it is prepared to participate
in the Additional Commitments in its Pro Rata Portion. Any Lender which has not responded to the Agent within such period shall be deemed
to have declined to participate in such Additional Commitment.



 


		(c)	If the aggregate of the amounts (the "Committed Amount") notified by the Lenders prepared
to participate in the Additional Commitment (each a "Participating Lender") to the Agent in accordance with, and within
the period set out in paragraph (b) above is equal to the Requested Additional Commitment Amount, the Agent shall allocate the
participations in the Additional Commitments to each Participating Lender based on the Pro Rata Portion of each Lender. If the Committed
Amount is less than the Requested Additional Commitment Amount due to not all Lenders being Participating Lenders or a Participating Lender
only willing to commit less than its Pro Rata Portion the Agent shall allocate the Additional Commitments to each Participating Lender
based on the amounts notified by them (provided that no allocation shall be made in excess of a Pro Rata Portion of a Participating
Lender) and shall then proceed as set out in paragraph (d) below. The Agent shall notify each Participating Lender and the Company
of the allocation within five (5) Business Days after the expiry of the First Response Period. Each Participating Lender shall confirm
in writing within five (5) Business Days after that notice being given by the Agent its willingness to assume the respective Additional
Commitments by executing a respective Increase Confirmation as further specified in paragraph (c) of Clause 2.2 (Increase).



 






    26


     


    

  


		(d)	If the Agent determines that the Committed Amount is less than the Requested Additional Commitment Amount,
it shall notify the Company and each Participating Lender without undue delay thereof and of the balance of the Requested Additional Commitment
Amount and the Committed Amount (the "Additional Commitment Shortfall").



 


		(e)	Each Participating Lender may then within five Business Days of such notification notify the Agent and
the Company whether or not it is willing to increase its participation in the Additional Commitments (and if so by which amount). Any
Participating Lender which has not responded to the Agent within such period shall be deemed to have declined to further increase its
participation in the Additional Commitments. If the Agent then determines that the further increase in the Additional Commitments offered
by the relevant Participating Lenders is equal to or less than the Additional Commitment Shortfall, it shall allocate further participations
in the Requested Additional Commitments to each Participating Lender on the basis of the additional amounts offered by the respective
Participating Lender. If the Agent determines that the aggregate amount of the further increase in the Additional Commitments offered
by the relevant Participating Lenders is higher than the Additional Commitment Shortfall, it shall allocate the further participations
pro rata based on the total amount of all Additional Commitments offered by Participating Lenders pursuant to this paragraph (e) and
the share of each Participating Lender in such total amount. Sentences 3 and 4 of paragraph (c) above shall then apply mutatis
mutandis.



 


		(f)	If the Agent then determines that the aggregate amount of the Participating Lenders' Committed Amount
is less than the Requested Additional Commitment Amount, it shall notify the Company without undue delay of such occurrence and of the
final Additional Commitment Shortfall. The Company may then within twenty (20) Business Days of such notice select any other bank, financial
institution, trusts, funds or other entities (each of which shall not be a member of the Group) to participate in the respective Additional
Commitments provided that the aggregate amount of such participations shall not exceed the amount of the final Additional Commitment
Shortfall and further provided that such potential lender confirms in writing within such twenty (20) Business Days its willingness
to assume the respective Additional Commitments as further specified in paragraph (c) of Clause 2.2 (Increase) by
executing the respective Increase Confirmation.



 


		(g)	No Lender shall be obliged to participate in any Additional Commitment or increase its participation in
the Additional Commitment it was prepared to assume unless it has otherwise agreed in accordance with paragraphs (c), (d) or (e) (as
the case may be) above.



 


		2.4	Finance Parties' rights and obligations



 


		(a)	The obligations of each Finance Party under the Finance Documents are several and do not constitute a
joint obligation (Ausschluss der gesamtschuldnerischen Haftung). Failure by a Finance Party to perform its obligations under the
Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for
the obligations of any other Finance Party under the Finance Documents.



 






    27


     


    

  


		(b)	The rights of each Finance Party
under or in connection with the Finance Documents are separate and independent rights and do not constitute a joint creditorship (Ausschluss
der Gesamtgläubigerschaft) and any debt arising under the Finance Documents to a Finance Party from an Obligor
shall, except as otherwise set out in this Agreement or any other Finance Document, be a separate and independent debt (Ausschluss
der gesamtschuldnerischen Haftung).



 


		(c)	A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights
under the Finance Documents.



 


		3.	PURPOSE



 


		3.1	Purpose



 


Each Borrower shall use any L/G to collateralise
obligations of, or claims against, any Borrower (or, subject to Clause 5.8 (Affiliate of a Borrower), any Affiliate Borrower) in
each case arising in connection with the operational business requirements of any Borrower (or, subject to Clause 5.8 (Affiliate of
a Borrower), any Affiliate Borrower) in relation to the issuance of:


 


		(a)	tender guarantees (Bietungsavale);



 


		(b)	advance payment guarantees (Anzahlungsavale);



 


		(c)	performance guarantees (Vertragserfüllungsavale);



 


		(d)	rental guarantees (Mietavale);



 


		(e)	customs guarantees (Zollavale);



 


		(f)	warranty guarantees (Gewährleistungsavale); or



 


		(g)	payment guarantees for suppliers (Lieferantenavale).



 


		3.2	Monitoring



 


No Finance Party is bound to monitor
or verify the use of an L/G granted pursuant to this Agreement.


 


		4.	CONDITIONS OF UTILISATION



 


		4.1	Initial conditions precedent



 


No Borrower may deliver a Utilisation
Request to an Issuing Bank unless the Agent has received all of the documents and other evidence listed in Part 1 (Conditions
Precedent to Initial Utilisation) of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The
Agent shall notify the Company and the Lenders promptly upon being so satisfied.


 


		4.2	Further conditions precedent



 


An Issuing Bank will only be obliged
to comply with Clause 5.3 (Issue of L/Gs) if on the date of the Utilisation Request and on the proposed Utilisation Date:


 


		(a)	no Default is continuing or would result from the issue of the L/G;



 


		(b)	the Repeated Representations made by each Obligor are true in all material respects; and



  


		(c)	no Change of Control has occurred.



 






    28


     


    

 


		4.3	Conditions relating to Optional Currencies



 


A currency will constitute an Optional
Currency in relation to an L/G if it is:


 


		(a)	USD, GBP or CHF; or



 


		(b)	SEK, SGD, CNY, INR, SAR or YEN; or



 


		(c)	any other currency agreed with the relevant Issuing Bank(s) as at or prior to receipt by it of the
relevant Utilisation Request for that L/G;



 


provided
that in the case of paragraphs (b) and (c) above, the aggregate Base Currency Amount of all L/Gs denominated in any
such currencies shall not exceed EUR 20,000,000 at any time. Each Issuing Bank will only be obliged to issue an L/G in an Optional Currency
if this Optional Currency (other than in the case of paragraphs (a) and (b) above) is approved between the relevant Issuing
Bank and the relevant Borrower.


 


		5.	UTILISATION



 


		5.1	General



 


		(a)	Each Borrower may, subject to the provisions of this Clause 5 (Utilisation) and Clause 7 (L/Gs)
utilise the Facility by delivering to the relevant Issuing Bank a duly completed Utilisation Request by entering the required data into
the Electronic Platform.



 


		(b)	If the Electronic Platform is not available for such purpose, the relevant Borrower may deliver the respective
duly completed Utilisation Request to the relevant Issuing Bank not later than the Specified Time provided that any Utilisation
Request not received via the Electronic Platform must be pre-advised to the relevant Issuing Bank by telephone by the relevant Borrower.



 


		(c)	If the Utilisation Request has been delivered in accordance with paragraph (b) the Company shall
enter the information from that Utilisation Request into the Electronic Platform once the Electronic Platform currently in use (or another
Electronic Platform) is available again.



 


		(d)	As soon as reasonably practicable following the date of this Agreement and all Existing L/Gs having been
rolled as L/Gs into this Agreement, the Company shall endeavour to request Utilisations on a pro rata basis to ensure that the Commitment
of each Lender is utilised pro-rata to its participation in the Total Commitments.



 


		5.2	Completion of a Utilisation Request



 


		(a)	Subject to Clause 5.8 (Affiliate of a Borrower) and paragraph (f) below, each Utilisation
Request is irrevocable and will not be regarded as having been duly completed unless:



 


		(i)	it identifies the relevant Borrower and the type of L/G;



 


		(ii)	it identifies the relevant Issuing Bank(s) and whether it is to be issued by one or several Issuing
Banks (and in the latter case in which portions);



 






    29


     


    

 


		(iii)	it identifies the proposed Utilisation Date which is a Business Day falling within the Availability Period;



  


		(iv)	it identifies the amount and currency of the requested L/G;



 


		(v)	the L/G is denominated in the Base Currency or an Optional Currency;



 


		(vi)	the amount of the L/G requested is an amount whose Base Currency Amount is not more than the Available
Facility and the Available Commitment of the Issuing Bank(s);



 


		(vii)	a form of the relevant requested L/G as outlined in Clause 3.1 (Purpose) is (x) attached,
(y) agreed with the relevant Issuing Bank and (z) satisfies the L/G Approved Criteria;



 


		(viii)	the obligor of the obligations secured by the L/G is the respective Borrower, the beneficiary of the L/G
is identified and the underlying contract is specified;



 


		(ix)	it specifies the expiry date specified in the relevant L/G or, as the case may be, the expiry date of
the Commercial Lifetime of the relevant L/G; and



 


		(x)	the delivery instructions for the L/G are specified.



 


		(b)	The Issuing Bank shall in no event be held responsible for a non - or a delayed processing of any Utilisation
Request (irrespective of whether made through the Electronic Platform or otherwise) unless such delayed processing is caused by gross
negligence or wilful misconduct on the part of the Issuing Bank. As the Issuing Bank will not, in the event of a Utilisation Request or
other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request
has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Issuing Bank shall be entitled
to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered
by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting
on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the Electronic
Platform Agreement or in the certificate referred to under number 1 (g) of Part 1 or number 7 of Part 2 (Conditions
Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). The Issuing Banks shall
not be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is
evident (offensichtlich) or the respective Issuing Bank acted with gross negligence or wilful misconduct. The Issuing Banks shall
not be held responsible for any loss or damage caused by any documents being lost, duplicated, ended up in wrong hands or distorted when
transmitted electronically or in any other form. In the event of any loss or damage arising to an Issuing Bank by reason of a technical
malfunctioning or miscalculation or any technical error of the Electronic Platform and the Company has directly caused by gross negligence
or wilful misconduct such malfunction, miscalculation or error, the Company shall indemnify that Issuing Bank in this respect.



 


		(c)	Provided the requirements set out in Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further
conditions precedent) are satisfied, each Existing L/G shall be treated as an L/G issued under this Agreement.



 


		(d)	Only one L/G may be requested in each Utilisation Request.



 


		(e)	The maximum aggregate Base Currency Amount of all outstanding standby, commercial or trade letters of
credit shall at no time exceed EUR 50,000,000.



  


		(f)	A Utilisation Request may only be revoked by the relevant Borrower by giving notice to the relevant Issuing
Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be in a position to
stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower.



 






    30


     


    

 


		5.3	Issue of L/Gs



 


		(a)	An L/G can be issued by one Issuing Bank or jointly by two or more Issuing Banks provided that there
shall be no joint liability (Gesamtschuldnerschaft) between the relevant Issuing Banks and each Issuing Bank shall only be liable
for payment of a certain portion of the Face Amount of the relevant L/G which portion must be set out in the L/G and comply with the requirements
set out in paragraph (b) of Clause 5.4 (Extension of L/Gs) below.



 


		(b)	A proposed Issuing Bank is not obliged to issue (and shall not issue) any L/G if it notifies the relevant
Borrower that it will not be able to issue the L/G on the basis of any of the following grounds:



 


		(i)	a Lender's share in the outstanding L/Gs (including, for the avoidance of doubt and without limitation,
any L/G in respect of which Cash Cover has been provided) would exceed its Commitment;



 


		(ii)	the Base Currency Amount (calculated as at the date of the Utilisation Request) of all outstanding L/Gs
constituting standby, commercial or trade letters of credit (including, for the avoidance of doubt and without limitation, any L/Gs of
that type in respect of which Cash Cover has been provided) would exceed EUR 50,000,000;



 


		(iii)	the Base Currency Amount (calculated as at the date of the Utilisation Request) of all outstanding L/Gs
(including, for the avoidance of doubt and without limitation, any L/G in respect of which Cash Cover has been provided) would exceed
the Total Commitments;



 


		(iv)	the requirements of Clause 5.2 (Completion of a Utilisation Request) are not satisfied; or



 


		(v)	the L/G Approved Criteria are not satisfied and the relevant Issuing Bank is not willing to dispense with
these requirements.



 


For the avoidance of doubt, any letter
of credit or similar instrument issued by an Issuing Bank in excess of the amounts described above will be issued on a bilateral basis
and not be subject to (nor benefit from) the provisions of this Agreement.


 


		(c)	Subject to the terms of this Agreement being met:



 


		(i)	the relevant Issuing Bank must issue the L/G on the Utilisation Date; or



 


		(ii)	with respect to the Existing L/Gs, on and from the date the requirements set out in Clause 4.1 (Initial
conditions precedent) and Clause 4.2 (Further conditions precedent) are satisfied, each Existing L/G will be treated as an
L/G issued under this Agreement.



 






    31


     


    

 



 


		(d)	The relevant Issuing Bank shall use the Electronic Platform, if the Electronic Platform is available,
also for any amendment, reduction or cancellation of any L/G issued under the Electronic Platform as well as any payment requests and
claims.



 


		(e)	For the avoidance of doubt, each relevant Issuing Bank is itself responsible for checking whether any
currency requested has been approved by it and whether all other requirements for a Utilisation are satisfied.



 


		5.4	Extension of L/Gs



 


		(a)	A Borrower may by giving a Utilisation Request request that an L/G issued on its behalf which would otherwise
expire is extended by delivery to the relevant Issuing Bank of a notice specifying the new proposed Maturity Date in accordance with the
terms of that L/G and, in any event, by no later than four Business Days before the Maturity Date of that L/G.



 


		(b)	An Issuing Bank shall only be obliged to comply with such a Utilisation Request if on the date of the
Utilisation Request and on the proposed extension date no Event of Default is continuing or would result from such extension and no Change
of Control has occurred.



 


		(c)	An Issuing Bank is not obliged to (and shall not) extend any L/G if as a result of such extension:



 


		(i)	a Lender's share in the outstanding L/Gs (including, for the avoidance of doubt and without limitation,
any L/G in respect of which Cash Cover has been provided) would exceed its Commitment;



 


		(ii)	the Base Currency Amount (calculated as at the date of the Utilisation Request) of all outstanding standby,
commercial or trade letters of credit (including, for the avoidance of doubt and without limitation, any L/G in respect of which Cash
Cover has been provided) would exceed EUR 50,000,000; or



 


		(iii)	the Base Currency Amount (calculated as at the date of the Utilisation Request) of all outstanding L/Gs
(including, for the avoidance of doubt and without limitation, any L/G in respect of which Cash Cover has been provided) would exceed
the Total Commitments.



 


		(d)	The terms of each extended L/G will remain the same as before the extension, except that:



 


		(i)	its amount may be reduced; and



 


		(ii)	its Maturity Date will be the date specified in the Utilisation Request.



 


		(e)	Subject to the terms of this Agreement being met, the relevant Issuing Bank must extend the L/G in the
manner requested.



 


		5.5	Reversal and reduction of L/Gs



 


		(a)	An Issuing Bank shall (if the Electronic Platform is available) enter into the Electronic Platform and
otherwise give written notice to the Company (in each case an "L/G Reduction Notice") of any reduction pursuant to any
event set out in paragraph (b) of this Clause 5.5 (Reversal and reduction of L/Gs) of the maximum amount payable under any
L/G issued by it promptly upon the occurrence of such reduction.



 






    32


     


    

 


		(b)	For the purposes of paragraph (a) above, a reduction of the maximum amount payable under any L/G
occurs if an Issuing Bank is satisfied that:



  


		(i)	in relation to an L/G issued by that Issuing Bank which under its terms expires without any doubt if no
demand for payment has been received by that Issuing Bank on or before a specified expiry date, no demand in respect of that L/G has been
received by that Issuing Bank on or before such date; or



 


		(ii)	in relation to an L/G issued by that Issuing Bank whose terms do not provide for an expiry without any
doubt on a specific expiry date if no demand for payment has been received by that Issuing Bank on or before that date (or, in the case
of a release of an L/G, on or before the expiry date specified therein):



 


		(A)	the original of the L/G (including all amendments (if any)) has been returned to that Issuing Bank by
the beneficiary or the relevant Borrower; or



 


		(B)	the L/G has been released in writing by the beneficiary; or



 


		(iii)	in relation to an L/G whose terms provide for a reduction of its Face Amount, the conditions of such reduction
under the terms of the L/G are without any doubt satisfied; or



 


		(iv)	the beneficiary has unconditionally certified to the Issuing Bank the reduction of the Face Amount of
the L/G in writing; or



 


		(v)	after having effected (full or partial) payment pursuant to a demand to the extent it has been reimbursed
by the relevant Borrower or on its behalf in the amount required by the terms of this Agreement; or



 


		(vi)	for the avoidance of doubt, such Issuing Bank is otherwise satisfied that it has no further liability
under the relevant L/G.



 


		5.6	Handling of Utilisation Requests, issuance of L/Gs



 


		(a)	Promptly following receipt of the relevant Utilisation Request the relevant Issuing Bank shall determine
whether, in respect of such Utilisation Request and the requested L/G, it complies with:



 


		(i)	the terms of sub-paragraphs
(a) and (e) of Clause 5.2 (Completion of a Utilisation Request)



 


		(ii)	the terms of paragraph (b) of Clause 5.4 (Extension of L/Gs); and



 


		(iii)	the L/G Approved Criteria and all other requirements set out in this Clause 5 (the "L/G Requirements").



 


		(b)	Following determination in accordance with paragraph (a), the relevant Issuing Bank shall confirm through
the Electronic Platform (or, if the Electronic Platform is not available, inform the Company accordingly) whether:



 


		(i)	the L/G Requirements are fulfilled (and, if the L/G is denominated in an Optional Currency, the Electronic
Platform will automatically (and if the Electronic Platform is not available, the Issuing Bank shall) calculate the Base Currency Amount
with respect thereto); or



 


		(ii)	it will not be able to issue the requested L/G at all because all or some of the L/G Requirements are
not fulfilled and, if so, which one(s).



 



    33


     


    




 


		(c)	In the event of notification by the relevant Issuing Bank that it will not issue the requested L/G the
relevant Borrower and the Borrower shall:



 


		(i)	agree with the relevant Issuing Bank such amendment of the requested L/G as is necessary and possible
to enable the Issuing Bank to issue the relevant L/G; and



 


		(ii)	if no agreement can be reached between the relevant Issuing Bank and the Borrower (in particular if the
L/G Requirements are not complied with): (A) the Issuing Bank shall not issue the requested L/G; and (B) the Borrower shall
promptly withdraw the relevant Utilisation Request.



 


		(d)	The relevant Issuing Bank shall promptly enter into the Electronic Platform (or, if the Electronic Platform
is not available, inform the Company of) all changes in respect of a requested L/G agreed with the relevant Borrower pursuant to paragraph
(c) above.



 


		(e)	If the Electronic Platform is not available, the Company shall enter into the Electronic Platform the
confirmation of the relevant Issuing Bank in accordance with paragraph (c) and all changes in respect of a requested L/G in accordance
with paragraph (d), as applicable, once the Electronic Platform currently in use (or another Electronic Platform) is available again.



 


		5.7	Reports



 


		(a)	The Company will use its best efforts to generate under the Electronic Platform a report providing for
the following figures within 10 Business Days after the end of each calendar quarter (the "Reports") and to deliver such
Reports to the Agent for distribution to the Issuing Banks:



 


		(i)	the Base Currency Amount of all outstanding L/Gs as determined for such day;



 


		(ii)	the aggregate Base Currency Amount of all outstanding L/Gs issued on behalf of the Company;



 


		(iii)	the aggregate Base Currency Amount of all outstanding L/Gs issued in an Optional Currency not being either
USD, GBP or CHF; and



 


		(iv)	all relevant information (including the name of the beneficiary of the L/G, the type of L/G, the L/G amount,
the date of issuance or prolongation and the initially fixed maturity date or Commercial Lifetime (and if applicable, any prolongation
thereof) of such L/G) with respect to any L/G outstanding.



 


		(b)	The Agent, the Lenders and the Issuing Banks may download copies of the Reports. In the event that the
Agent and/or any Issuing Bank discovers an error in the Reports, such Party shall notify the Company and the relevant other Parties accordingly.
Upon receipt of such notice, the relevant Parties shall seek mutual agreement on the relevant corrections and any entries in the Electronic
Platform shall be made or, as the case may be, corrected by the Company and/or the relevant Issuing Bank accordingly. In the case that
any such correction has an impact on the amount of any fees payable or paid under this Agreement, the relevant Issuing Bank shall notify
the Company of any such difference which shall be taken into account by the Issuing Bank in the next notification to the Company and payment
to the Lenders pursuant to Clause 11.1 (Commitment fee) or Clause 11.2 (L/G fee).



 






    34


     


    

 


		(c)	If the Electronic Platform is not available, each Issuing Bank shall upon request by the Agent provide
the following figures to the Agent for distribution to the other Issuing Banks and the Company:



 


		(i)	the Base Currency Amount of all its outstanding L/Gs as determined for such day;



 


		(ii)	the aggregate Base Currency Amount of all its outstanding L/Gs issued on behalf of the Company;



 


		(iii)	the aggregate Base Currency Amount of all its outstanding L/Gs issued in an Optional Currency not being
either USD, GBP or CHF; and



 


		(iv)	all relevant information (including the name of the beneficiary of the L/G, the type of L/G, the L/G amount,
the date of issuance or prolongation and the initially fixed maturity date or Commercial Lifetime (and if applicable, any prolongation
thereof) of such L/G) with respect to any of its L/G outstanding.



 


Paragraph (b) shall apply mutatis
mutandis.


 


		5.8	Affiliate of a Borrower



 


		(a)	Subject to the terms of this Agreement, an Affiliate of a Borrower may with the approval of the relevant
Issuing Bank become a borrower (any such Affiliate, an "Affiliate Borrower") with respect to an L/G. An Affiliate of
a Borrower which is a party to an Existing L/G will become a borrower if the relevant Existing L/Gs have been rolled as L/Gs into this
Agreement.



 


		(b)	The Company shall specify any relevant Affiliate Borrower in the Utilisation Request.



 


		(c)	If a Borrower ceases to be a Borrower under this Agreement in accordance with Clause 24.3 (Resignation
of a Borrower), any Subsidiary of such Borrower that is an Affiliate Borrower shall cease to have any rights under this Agreement
and the Borrower is obliged to repay such L/G prior to ceasing to be a Borrower.



 


		(d)	Where this Agreement or any other Finance Document imposes an obligation on a Borrower under an L/G and
the relevant borrower is an Affiliate Borrower which is not a party to that document, the relevant Borrower shall ensure that the obligation
is performed by its Affiliate.



 


		(e)	Any reference in this Agreement or any other Finance Document to a Borrower being under no obligations
(whether actual or contingent) as a Borrower under such Finance Document shall be construed to include a reference to any Affiliate of
a Borrower being under no obligations under any Finance Document or L/G.



 






    35


     


    

 


		6.	REBASING



 


		6.1	Determination of the Base Currency Amount



 


On the last Business Day of each calendar
quarter (a "Calendar Quarter Date") on which at least one L/G is outstanding under this Agreement which is denominated
in an Optional Currency, the Electronic Platform shall automatically and, if the Electronic Platform is not available, each relevant Issuing
Bank shall determine the Base Currency Amount of each L/G outstanding by notionally converting the amount of that L/G into the Base Currency
on the basis of the Spot Rate of Exchange on the date of calculation.


 


		6.2	Company's obligation to prepay



 


		(a)	If with respect to a Calendar Quarter Date (each a "Rebasing Day") the aggregate Base
Currency Amount of the outstanding L/Gs of an Issuing Bank exceeds its Commitment applicable on that Rebasing Day (the exceeding amount
being the "Excess Amount"), the Company must, if requested by any Issuing Bank in writing to do so, within 10 Business
Days following such request ensure that a sufficient amount of the outstanding L/Gs are prepaid by the Borrowers (including, for the avoidance
of doubt, by providing Cash Cover), in each case to eliminate the Excess Amount.



 


		(b)	If in respect of any Rebasing Day subsequent to a Rebasing Day in respect of which Cash Cover had been
provided pursuant to paragraph (a) the Excess Amount has been reduced, the whole or relevant part of the Cash Cover shall be released
within five Business Days of the relevant Rebasing Day provided that no Default has occurred which is continuing.



 


		7.	L/GS



 


		7.1	Claims under an L/G



 


		(a)	Each Borrower irrevocably and unconditionally authorises the relevant Issuing Bank to pay any claim made
or purported to be made under an L/G requested by it (or requested by the Company on its behalf) and which appears on its face to be in
order (in this Clause 7.1, a "claim") notwithstanding any defences against that claim which are or may be available to
it under the law applicable to that L/G and which arise from, or relate to, the underlying transaction.



 


		(b)	Each Borrower shall immediately on demand pay to the relevant Issuing Bank an amount equal to the amount
of any claim.



 


		(c)	Each Borrower acknowledges that an Issuing Bank:



 


		(i)	is not obliged to carry out any investigation or notify or seek any confirmation from any other person
(including without limitation the Company and the Borrower) before paying a claim; and



 


		(ii)	deals in documents only and will not be concerned with the legality of a claim or any underlying transaction
or any available set-off, counterclaim or other defence of any person (including without limitation any defences which arise from, or
relate to, the underlying transaction which are or may be available to that Issuing Bank under the law applicable to the relevant L/G).



 


		(d)	The obligations of a Borrower under this Clause will not be affected by:



 


		(i)	the sufficiency, accuracy or genuineness of any claim or any other document; or



 


		(ii)	any incapacity of, or limitation on the powers of, any person signing a claim or other document.



 


		7.2	Indemnities



 


		(a)	Each Borrower shall immediately on demand indemnify an Issuing Bank against any cost, loss or liability
incurred by that Issuing Bank (otherwise than by reason of that Issuing Bank's gross negligence, bad faith or wilful misconduct) in acting
as an Issuing Bank under any L/G requested by (or on behalf of) that Borrower.



 






    36


     


    

 


		(b)	The obligations of any Borrower under this Clause will not be affected by any act, omission, matter or
thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and
whether or not known to it or any other person) including:



 


		(i)	any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under an L/G
or any other person;



 


		(ii)	the release of any other Obligor or any other person under the terms of any composition or arrangement
with any creditor or any member of the Group;



 


		(iii)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect,
take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under an L/G or other person or any non-presentation
or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;



 


		(iv)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members
or status of an Obligor or any beneficiary under an L/G or any other person;



 


		(v)	any amendment (however fundamental) or replacement of a Finance Document consented to by the Company,
any L/G or any other document or security;



 


		(vi)	any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document,
any L/G or any other document or security; or



 


		(vii)	any insolvency or similar proceedings.



 


		(c)	Neither the Company nor any Borrower shall be entitled to reject payment otherwise due by it pursuant
to this Agreement on the basis of the argument that an L/G with respect to which an Issuing Bank claims payment should not have been issued
or should not have been issued under its terms by that Issuing Bank pursuant to the terms of this Agreement or applicable law or regulations.



 


		7.3	Rights of contribution



 


		(a)	No Obligor will be entitled to any right of contribution or indemnity from any Finance Party in respect
of any payment it may make under this Clause 7.



 


		(b)	No Issuing Bank will be entitled to any right of contribution or indemnity from any other Issuing Bank
other than pursuant to Clauses 27.6 (Loss Sharing in respect of L/Gs) and 27.7 (Sharing of Recoveries / Adjustment of Loss Sharing).



 


		8.	REPAYMENT



 


		(a)	Subject to paragraph (b) below, each L/G which would otherwise be outstanding on the Termination
Date shall be repaid on the Termination Date.



 


		(b)	In respect of each outstanding L/G the Maturity Date of which falls after the Termination Date, an Issuing
Bank may either:



 


		(i)	continue to provide the respective L/G on a bilateral basis on terms and conditions agreed upon between
that Issuing Bank, the Company and the relevant Borrower in a separate agreement reasonably satisfactory to that Issuing Bank to be reached
no later than on the Termination Date;



 






    37


     


    

 


		(ii)	continue to provide the respective L/G on a bilateral basis following receipt of a Counter Guarantee by
no later than the Termination Date; or



 


		(iii)	require that Cash Cover (or such other security which is reasonably satisfactory to that Issuing Bank)
is provided by the relevant Borrower (or the Company) with respect to the counterindemnity obligations owed to that Issuing Bank by the
relevant Borrower in respect of the outstanding L/Gs issued by that Issuing Bank not later than on the Termination Date.



 


		(c)	Any negotiations between an Issuing Bank, the Company and the relevant Borrower about a bilateral continuation
or the terms and conditions and the implementation of the Cash Cover or other Security shall be made between that Issuing Bank and the
relevant Borrower directly without involvement of the Agent.



 


		(d)	Each L/G outstanding on the Termination Date shall, in the case of a bilateral continuation of that L/G
pursuant to paragraph (b) above, for all purposes of this Agreement cease to be treated as an L/G issued under this Agreement as
of the Termination Date provided however that unless otherwise agreed by the relevant Issuing Bank the fees set out in Clauses 11.2 (L/G
fee) and 11.5 (Issuance and Administration Fee) shall continue to be payable . In addition, the fees set out in Clause 11.2
(L/G fee) shall be reduced as set out in paragraph (a) of Clause 11.2 (L/G fee).



 


		9.	PREPAYMENT AND CANCELLATION



 


		9.1	Illegality



 


If, in any applicable jurisdiction,
it becomes unlawful for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation
in any Utilisation or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:


 


		(a)	that Lender shall promptly notify the Agent upon becoming aware of that event;



 


		(b)	upon the Agent notifying the Company, the Commitment of that Lender will be immediately cancelled and
it shall not be obliged to issue any L/G; and



 


		(c)	each Borrower and the Company shall cooperate with the relevant Lender to seek a release by the relevant
beneficiaries of each L/G issued by that Lender and outstanding at such time and, if and to the extent an L/G is not released by the date
notified by that Lender, the Company shall, or shall procure that any relevant Borrower will, prepay all outstanding L/Gs of that Lender.



 


		9.2	Change of control



 


In the event of a Change of Control:


 


		(a)	the Company shall promptly notify the Agent upon becoming aware of that event;



 


		(b)	a Lender shall not be obliged to issue any L/Gs; and



 


		(c)	if a Lender so requires and notifies the Agent within 10 days of being informed by the Agent of the event,
the Agent shall, by not less than 10 days' notice to the Company, cancel the Commitment of that Lender and declare the participation of
that Lender in all outstanding L/Gs, together with accrued L/G fees, and all other amounts accrued under the Finance Documents owed to
that Lender by the Obligors, immediately due and payable, whereupon the Commitment of that Lender will be cancelled and all such outstanding
amounts will become immediately due and payable and each Borrower shall prepay the relevant outstanding L/Gs.



 






    38


     


    

 


		9.3	Voluntary cancellation



 


The Company may, if it gives the Agent
not less than three Business Days' prior written notice (or such shorter period as the Majority Lenders may agree), cancel the whole or
any part (being a minimum amount of EUR 5,000,000) of the Available Facility. Any cancellation under this Clause 9.3 shall reduce the
Commitments of the Lenders rateably under the Facility.


 


		9.4	Automatic cancellation



 


If the first Utilisation Date has not
occurred by the date falling one Month after the date of this Agreement, the Facility will be automatically cancelled in full.


 


		9.5	Voluntary prepayment



 


A Borrower on whose request an L/G has
been issued may, if it gives the relevant Issuing Bank not less than three Business Days' prior notice (or such shorter period as the
relevant Issuing Bank (or in case of any L/G issued by several Issuing Banks, all such Issuing Banks) may agree), prepay the whole or
any part of that L/G.


 


		9.6	Right of replacement or repayment and cancellation in relation to a single Lender



 


		(a)	If:



 


		(i)	any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause
12.2 (Tax gross-up);



 


		(ii)	any Lender claims indemnification from the Company under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased
costs); or



 


		(iii)	any Lender is a Defaulting Lender;



 


the Company may, whilst the circumstance
giving rise to the requirement for that increase, indemnification or Defaulting Lender status continues, give the Agent notice of cancellation
of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the L/Gs.


 


		(b)	On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that
Lender shall immediately be reduced to zero.



 


		(c)	Each Borrower to which a Utilisation is outstanding shall repay that Lender's participation in any such
Utilisations.



 


		(d)	The Company may, in the circumstances
set out in paragraph (a) above, on three Business Days' prior notice to the Agent and the Lender (or such shorter period as the Majority
Lenders may agree), replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) assign and
transfer by way of assumption of contract (Vertragsübernahme) pursuant to Clause 23 (Changes to the Lenders)
all (and not part only) of its Available Commitment under this Agreement to a Lender or other bank, financial institution, trust, fund
or other entity (other than a member of the Group) selected by the Company which confirms its willingness to assume and does assume all
the obligations of the transferring Lender in accordance with Clause 23 (Changes to the Lenders).



 






    39


     


    

 


		(e)	The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions:



 


		(i)	the Company shall have no right to replace the Agent;



 


		(ii)	neither the Agent nor any Lender shall have any obligation to find a replacement Lender;



 


		(iii)	in no event shall the Lender replaced under paragraph (d) above be required to pay or surrender any
of the fees received by such Lender pursuant to the Finance Documents; and



 


		(iv)	the Lender shall only be obliged to assign and transfer its rights and obligations pursuant to paragraph
(d) above once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under
all applicable laws and regulations in relation to that transfer.



 


		(f)	A Lender shall perform the checks described in paragraph 9.6 (e)(iv) above as soon as reasonably
practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Company when it
is satisfied that it has complied with those checks.



 


		9.7	Mandatory repayment and cancellation of Lenders



 


If on the date falling six months before
the earliest FATCA Application Date for any payment by a Party to a Lender (or to the Agent for the account of that Lender), that Lender
is not a FATCA Exempt Party and, in the opinion of that Lender (acting reasonably), that Party will, as a consequence, be required to
make a FATCA Deduction from a payment to that Lender (or to the Agent for the account of that Lender) on or after that FATCA Application
Date (a "FATCA Event"):


 


		(a)	that Lender shall, reasonably promptly after that date, notify the Agent of that FATCA Event and the relevant
FATCA Application Date;



 


		(b)	if, on the date falling one month before such FATCA Application Date, that FATCA Event is continuing:



 


		(i)	that Lender may, at any time between one month and two weeks before such FATCA Application Date, notify
the Agent;



 


		(ii)	upon the Agent notifying the Company, the Commitment of that Lender will be immediately cancelled; and



 


		(iii)	each Borrower shall repay that Lender's participation in the Utilisations made to that Borrower on the
last Business Day before the relevant FATCA Application Date.



 


		9.8	Restrictions



 


		(a)	Any notice of cancellation or prepayment given by any Party under this Clause 9 shall be irrevocable and,
unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment
is to be made and the amount of that cancellation or prepayment.



 


		(b)	Any prepayment under this Agreement shall be made together with accrued fees on the amount prepaid and
without premium or penalty.



 






    40


     


    

 


		(c)	No Borrower may reborrow any part of the Facility which is prepaid (other than pursuant to Clause 9.5
(Voluntary prepayment)) or cancelled pursuant to Clause 9.3 (Voluntary Cancellation) or Clause 9.4 (Automatic Cancellation).



 


		(d)	The Borrowers shall not repay or prepay all or any part of the L/Gs or cancel all or any part of the Commitments
except at the times and in the manner expressly provided for in this Agreement.



 


		(e)	Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement
may be subsequently reinstated.



 


		(f)	If the Agent receives a notice under this Clause 9 it shall promptly forward a copy of that notice to
either the Company or the affected Lender, as appropriate.



 


		(g)	If all or part of an L/G is repaid or prepaid and is not available for redrawing (other than by operation
of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the Base Currency Amount of the amount of
the L/G which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.



 


		(h)	Any prepayment of an outstanding L/G shall be made in the manner described in paragraph (b) of Clause
8 (Repayment) and shall be subject to the continued payment of the L/G fees and administration fees as further specified in Clause
8 (Repayment).



 


		10.	CASH COVER



 


		(a)	Where any Borrower or the Company is obliged to provide "Cash Cover" for an L/G to an
Issuing Bank under this Agreement, cash cover is provided if that Borrower or the Company pays an amount in the currency in which that
L/G is denominated to an interest-bearing account in the name of that Borrower or the Company, as the case may be, and the following conditions
are met:



 


		(i)	the account is with the relevant Issuing Bank or other party agreed by the Issuing Bank (if the Cash Cover
is to be provided to that Issuing Bank);



 


		(ii)	until no amount is or may be outstanding under that L/G, withdrawals from the account may only be made
to pay the relevant Issuing Bank amounts due and payable to it under this Agreement in respect of that L/G, subject to paragraph (c) below;
and



 


		(iii)	that Borrower or, as the case may be, the Company has executed a security document over that account,
in form and substance reasonably satisfactory to the relevant Issuing Banks with which that account is held, creating a first ranking
security interest over that account for the sole benefit of the relevant Issuing Bank (the "Cash Cover Security Document"),



 


and the account will bear interest at
a rate equal to: for GBP, SONIA (Sterling Over Night Index Average), for USD, FFE (Feds Funds Effective), for EUR, €STR (Euro short-term
rate) and for CHF, SARON (Swiss Overnight Index Average) (in each case as determined by the Issuing Bank and referred to as "Screen
Rate") for deposits in that currency for one month (if that amount is placed on a one month time deposit), or upon the request
of any of the Issuing Banks the applicable risk free rate for the relevant currency (GBP, USD, EUR or CHF), or otherwise (if it is not
or if the deposit is in a currency other than GBP, USD, EUR or CHF) at a normal commercial rate or as otherwise agreed between the Company
or the relevant Borrower with the relevant Issuing Bank.


 






    41


     


    

 


		(b)	Where Cash Cover has been provided by a Borrower or the Company:



  


		(i)	for an L/G and that L/G is subsequently repaid or prepaid (other than by the provision of Cash Cover),
the Issuing Banks shall repay to the relevant Borrower the Cash Cover held by it in an amount equal to the amount of such repayment or
prepayment (and, if that L/G is denominated in an Optional Currency, the amount repaid or prepaid converted into the Base Currency at
the Spot Rate of Exchange on the date of repayment or prepayment) and shall, if the Borrower requests, execute such documentation as is
necessary to discharge any security interest over the account referred to above; or



 


		(ii)	pursuant to Clause 6.2 (Company's obligation to prepay) and subsequently the amount by which the
aggregate amount of the Base Currency Amount of all L/Gs outstanding exceeds the Total Commitments is reduced to an amount which is lower
than the amount of the Cash Cover provided to the relevant Issuing Bank, the relevant Issuing Bank shall repay to the relevant Borrower
or the Company the Cash Cover held by it in an amount equal to the difference and shall, if the Company requests, execute such documentation
as is necessary to discharge any security interest over the account referred to above,



 


in each case if no Event of Default has
occurred which is continuing.


 


		(c)	As long as no Event of Default has occurred which is continuing, interest paid on the Cash Cover shall
be released at any time to the Company or the Borrower providing the Cash Cover (as the case may be).



 


		(d)	For the avoidance of doubt, any Cash Cover relating to an L/G shall be released at its Maturity Date,
provided that the relevant Issuing Bank has not received any demand of payment in respect of such L/G or, if so received, has been
reimbursed by the Company or the relevant Borrower.



 


		11.	FEES



 


		11.1	Commitment fee



 


		(a)	The Company shall pay to each Issuing Bank a fee in the Base Currency computed at the rate of 35 per cent.
of the then applicable L/G fee on that Lender's Available Commitment for the Availability Period.



 


		(b)	Subject to the terms of this Clause 11.1, the accrued commitment fee is payable in arrears for each successive
period of three Months ending on 31 March, 30 June, 30 September and 31 December and any shorter period ending on 30 June 2022,
on the last day of the Availability Period and, if cancelled in full, in respect of the cancelled amount of the relevant Lender's Commitment
at the time the cancellation is effective.



 


		(c)	The commitment fee shall be calculated by each Lender. Each Lender shall notify the Company in writing
of the amount of all such commitment fees owed to the relevant Lender within five Business Days after the end of each period set out in
paragraph (b) of this Clause 11.1. The Company shall pay the commitment fee to each Lender not later than on the fifth Business Day
following receipt by the Company of the notification from the Lender.



 


		(d)	No commitment fee is payable to a Lender on any Available Commitment of that Lender for any day on which
that Lender is a Defaulting Lender.



 






    42


     


    

 


		11.2	L/G fee



 


		(a)	Each Borrower shall pay to the relevant Issuing Bank an L/G fee in the Base Currency (computed at the
rate equal to the L/G Fee Rate) on the outstanding amount of each L/G requested by it for the period from the date of issue of that L/G
until its Maturity Date. For the avoidance of doubt, such fee shall, if not otherwise agreed between the relevant Issuing Bank and the
Company (or the relevant Borrower) be reduced to 0.55 per cent. per annum in relation to and beginning at the time any L/G has been repaid
by way of Cash Cover or a Counter Guarantee prior to its Maturity Date.



 


		(b)	The accrued L/G fee on an L/G shall be payable in arrears in respect of each period of three months ending
on 31 March, 30 June, 30 September and 31 December (or any shorter periods ending on 30 June 2022, the Termination Date,
the date on which the Commitments of a Lender under this Agreement are cancelled in full or the date on which the Total Commitments under
this Agreement are cancelled in full) (each a "Calculation Period").



 


		(c)	The L/G fee shall be calculated by the relevant Issuing Bank. The relevant Issuing Bank shall notify the
Company in writing of the aggregate amount of all such L/G Fees owed to it within five Business Days after the end of each Calculation
Period. The relevant Borrowers shall pay the respective amounts to the relevant Issuing Bank not later than on the fifth Business Day
following the notification by such Issuing Bank.



 


		11.3	Arrangement and participation fee



 


The Company shall pay to the Arranger
an arrangement fee and a participation fee in the amount and at the times agreed in the Mandate Letter.


 


		11.4	Agency fee



 


The Company shall pay to the Agent (for
its own account) an agency fee in the amount and at the times agreed in the Agency Fee Letter.


 


		11.5	Issuance and Administration Fee



 


Each Borrower shall pay to the relevant
Issuing Bank (for its own account) an issuance and administration fee in respect of each L/G requested by it and issued by that Issuing
Bank in the amount of EUR 50 per issued L/G or as otherwise agreed between that Issuing Bank and the Company.


 


		11.6	Default interest and lump sum damages



 


		(a)	If an Obligor fails to pay any
amount (other than default interest) payable by it under a Finance Document on its due date, default interest shall accrue on the overdue
amount from the due date up to the date of actual payment (both before and after judgment) at a rate which complies with the rate set
out in paragraph 288(2) of the German Civil Code (Bürgerliches Gesetzbuch). If an Obligor fails to pay default
interest payable by it under the Finance Documents on its due date, lump sum damages (pauschalierter Schadensersatz) shall accrue
on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which complies with
the rate set out in paragraph 288(2) of the German Civil Code (Bürgerliches Gesetzbuch). In the case of lump sum damages,
the relevant Obligor shall be free to prove that no damages have arisen or that damages have not arisen in the asserted amount and any
Finance Party shall be entitled to prove that further damages have arisen. Any interest or lump sum accruing under this Clause 11.6 shall
be immediately payable by the relevant Obligor on demand by the Agent.



 


		(b)	The Agent shall promptly notify the Lenders and the relevant Obligor of the determination of a rate of
default interest under this Agreement.



 



    43


     


    




 


		11.7	Minimum Fee Rates



 


		(a)	The fee rates provided for in this Agreement, including this Clause 11 (Fees) are minimum fee rates.



 


		(b)	When entering into this Agreement, the parties have assumed that the fees payable at the rates set out
in this Agreement are not and will not become subject to the Swiss Federal Withholding Tax. Notwithstanding that the parties do not anticipate
that any fee payment under this Agreement is or will be subject to the Swiss Federal Withholding Tax, they agree that, in the event that
Swiss Federal Withholding Tax should be imposed on fee payments by a Borrower and should it be unlawful for such Borrower to comply with
paragraph (c) of Clause 12.2 (Tax gross-up) for any reason (where this would otherwise be required by the terms of Clause
12.2 (Tax gross-up), taking into account the exclusions set out in paragraph (g) of Clause 12.2 (Tax gross-up)), the
payment of such fees due by such Borrower shall be increased to an amount which (after making any deduction of the Non-Refundable Portion
(as defined below) of the Swiss Federal Withholding Tax) results in a payment to each Finance Party entitled to such payment of an amount
equal to the payment which would have been due had no deduction of Swiss Federal Withholding Tax been required. For this purpose, the
Swiss Federal Withholding Tax shall be calculated on the full grossed-up interest amount.



 


		(c)	For the purposes of this Clause, "Non-Refundable Portion" shall mean Swiss Federal Withholding
Tax at the standard rate (being, as at the date hereof, 35%) unless a tax ruling issued by the Swiss Federal Tax Administration (SFTA)
confirms that, in relation to a specific Finance Party based on an applicable double tax treaty, the Non-Refundable Portion is a specified
lower rate in which case such lower rate shall be applied in relation to such Finance Party and each Borrower shall provide to the Agent
the documents required by law or applicable double taxation treaties for the Finance Parties to claim a refund of any Swiss Federal Withholding
Tax so deducted.



 


		12.	TAX GROSS UP AND INDEMNITIES



 


		12.1	Definitions



 


		(a)	In this Agreement:



 


"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 an Original Lender, contains the scheme reference number and
jurisdiction of tax residence stated opposite that Lender's name in Part 2 of Schedule 1 (The Original Parties), and:



 


		(A)	where the Borrower is an Original Borrower, is filed with HM Revenue & Customs within 30 days
of the date of this Agreement; or



 


		(B)	where the Borrower is an Additional Borrower, is filed with HM Revenue & Customs within 30 days
of the date on which that Borrower becomes an Additional Borrower; or



 






    44


     


    

 


		(ii)	where it relates to a Treaty Lender that is a New Lender or an Increase Lender, contains the scheme reference
number and jurisdiction of tax residence stated in respect of that Lender in the relevant Transfer Certificate or Increase Confirmation
(as applicable), and:



  


		(A)	where the Borrower is a Borrower as at the relevant Transfer Date or Increase Date (as applicable), is
filed with HM Revenue & Customs within 30 days of that Transfer Date or Increase Date (as applicable); or



 


		(B)	where the Borrower is not a Borrower as at the relevant Transfer Date or Increase Date (as applicable),
is filed with HM Revenue & Customs within 30 days of the date on which that Borrower becomes an Additional Borrower.



 


"German Borrower" means a Borrower incorporated
in Germany.


 


"Protected Party" means a Finance Party
which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received
or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.


 


"Qualifying Lender" means:


 


		(i)	in respect of interest payable by a German Borrower, a Lender which is beneficially entitled to interest
payable to that Lender in respect of an advance under a Finance Document and is:



 


		(A)	lending through a Facility Office in Germany; or



 


		(B)	a Treaty Lender;



 


		(ii)	in respect of interest payable by a UK Borrower:



 


		(A)	a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under
a Finance 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 Finance
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 Finance 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:



 


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



 






    45


     


    

 


		(b)	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;



 


		(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; or



 


		(B)	a Lender which is a building society (as defined for the purpose of section 880 of the ITA) making an
advance under a Finance Document.



 


		(iii)	in respect of a U.S. Borrower, a Lender that has satisfied its obligations under paragraph (f) of
Clause 12.2 (Tax gross-up);



 


		(iv)	in respect of any other Borrower, any Lender.



 


"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 Finance Document
is either:


 


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



 


		(ii)	a partnership each member of which is:



 


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



 


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



 


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



 






    46


     


    

 



 


"Tax Credit" means a credit against, relief
or remission for, or refund or repayment of any Tax.


 


"Tax Deduction" means a deduction or withholding
for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.


 


"Tax Payment" means either the increase
in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).


 


"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 jurisdiction of incorporation of the relevant Borrower through a permanent
establishment with which that Lender's participation in the Utilisation is effectively connected; and



 


		(iii)	meets all other conditions of
the relevant Treaty for full exemption taxation on interest of the jurisdiction of incorporation of the relevant Borrower, subject
to the completion of any necessary procedural formalities.



 


"Treaty State" means a jurisdiction having
a double taxation agreement (a "Treaty") with the jurisdiction of incorporation of the relevant Borrower which makes
provision for full exemption for tax imposed by the jurisdiction of incorporation of the relevant Borrower on interest.


 


"UK Borrower" means a Borrower incorporated
in the United Kingdom.


 


"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 2 of Schedule 1 (The Original Parties); and



 


		(ii)	where a Lender becomes a Party after the day on which this Agreement is entered into, a Lender which gives
a Tax Confirmation in the Transfer Certificate which it executes on becoming a Party.



 


		(b)	Unless a contrary indication appears, in this Clause 12 a reference to "determines" or
 "determined" means a determination made in the absolute discretion of the person making the determination, acting reasonably
and in good faith.



 


		12.2	Tax gross-up



 


		(a)	Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction
is required by law.



 


		(b)	The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there
is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on
becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender, it shall notify
the Company and that Obligor.



 


		(c)	If a Tax Deduction is required
by law to be made by or on behalf of an Obligor, the amount of the payment due from that Obligor 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.



 






    47


     


    

 


		(d)	A payment shall not be increased
under paragraph (c) above by reason of a Tax Deduction on account of Tax (other than Swiss Federal Withholding Tax in which case
paragraph (g) shall apply) imposed on payments of interest by the jurisdiction of incorporation of the relevant Borrower if
on the date on which the payment falls due:



 


		(i)	the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been
a Qualifying Lender with respect to the relevant Borrower, but on that date that Lender is not or has ceased to be a Qualifying Lender
with respect to the relevant Borrower 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;



 


		(ii)	the relevant Lender is a Treaty Lender and the Obligor 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 paragraph
(j) or (with respect to payments by a UK Borrower) paragraph (k) below;



 


		(iii)	the relevant Lender is a Qualifying Lender solely by virtue of paragraph (ii)(A)(2) of the definition
of Qualifying Lender; and



 


		(A)	an officer of HM Revenue & Customs has given (and not revoked) a direction (a "Direction")
under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from the
Company a certified copy of that Direction; and



 


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



 


		(iv)	the relevant Lender is a Qualifying Lender solely by virtue of paragraph (ii)(A)(2) of the definition
of Qualifying Lender; and



 


		(A)	the relevant Lender has not given a Tax Confirmation to the Company; and



 


		(B)	the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax
Confirmation to the Company, on the basis that the Tax Confirmation would have enabled the Company to have formed a reasonable belief
that the payment was an "excepted payment" for the purpose of section 930 of the ITA.



 


		(e)	A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account
of Tax (other than Swiss Federal Withholding Tax in which case paragraph (g) shall apply) imposed by the jurisdiction of incorporation
of the relevant Borrower if on the date on which the payment falls due, such payment relates to:



 


		(i)	Taxes imposed on or measured by net income (however denominated), franchise Taxes, or branch profits Taxes,
in each case:



 


		(A)	imposed as a result of the recipient Lender being organised under the laws of, or having its principal
office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof); or



 






    48


     


    

 


		(B)	that are Taxes imposed as a result of a present or former connection between such recipient Lender and
the jurisdiction imposing such Tax (other than connections arising from such Lender 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 Finance Document, or sold or assigned an interest in any L/G or Finance Document);



 


		(ii)	in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account
of such Lender with respect to an applicable interest in an L/G or Commitment pursuant to a law in effect on the date on which:



 


		(A)	such Lender acquires such interest in the L/G or Commitment (other than pursuant to an assignment request
by the Borrower under Clause 9.6 (Right of replacement or repayment and cancellation in relation to a single Lender)); or



 


		(B)	such Lender changes its lending office, except in each case to the extent that, pursuant to this Clause
12, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto
or to such Lender immediately before it changed its lending office;



 


		(iii)	Taxes attributable to such Lender's failure to comply with this paragraph (e) or paragraph (f) of
this Clause 12.2.



 


		(f)	Status of Lenders



 


		(i)	Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments
made under any Finance Document shall deliver to the Borrowers and the Agent, prior to the date on which such Lender becomes a Lender
under this Agreement or acquired an interest therein and at the time or times reasonably requested by the Borrowers or the Agent, such
properly completed and executed documentation reasonably requested by the Borrowers or the Agent as will permit such payments to be made
without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrowers or the Agent,
shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or the Agent as will enable
the Borrowers or the Agent to determine whether or not such Lender is subject to US backup withholding or information reporting requirements.
Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation
(other than such documentation set forth in Section 12.2(f)(ii)(A), (ii)(B) and 12.8(e) below, or the UK tax documentation
required under Section 12.2(j)(ii)) shall not be required if in the Lender’s reasonable judgment such completion, execution
or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial
position of such Lender.



 


		(ii)	Without limiting the generality of the foregoing, in the case of a U.S. Borrower:



 


		(A)	any Lender that is a U.S. Person shall deliver to such U.S. Borrower and the Agent (in such number of
copies as shall be reasonably requested by the recipient) 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 U.S. Borrower or the Agent), duly executed copies of IRS Form W-9
or successor form certifying that such Lender is exempt from U.S. federal backup withholding tax;



 






    49


     


    

 


 


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



 


		(I)	duly executed copies of IRS
Form W-8BEN/W-8BEN-E establishing any exemption or reduction in U.S. federal withholding Tax with respect to payments made
under any Finance Document;



 


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



 


		(III)	in the case of a Foreign Lender
claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate
substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of
the Code, a "10 percent shareholder" of such U.S. Borrower within the meaning of Section 881(c)(3)(B) of the Code,
or a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate")
and (y) executed copies of IRS Form W-8BEN/W-8BEN-E; or



 


		(IV)	to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied
by IRS Form W-8ECI, IRS Form W-8BEN/W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2
or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided
that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio
interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on
behalf of each such direct and indirect partner;



 


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



 






    50


     


    

 


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



 


		(g)	A Borrower shall not be required to make an increased payment to a specific Lender under paragraph (c) above
by reason of a Tax Deduction by a Borrower on account of Swiss Federal Withholding Tax if the number of Lenders under this Agreement that
are not Swiss Qualifying Banks exceeds 10 (ten) solely because such Lender (i) has failed to comply with its obligations under Clause
23 (Changes to Lenders) or (ii) ceased to be a Swiss Qualifying Bank other than as a result of any change after the date it
became a Finance Party under this Agreement in (or in the interpretation, administration or application of) any law or any published practice
or concession of any relevant taxing authority.



 


		(h)	If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any
payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.



 


		(i)	Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax
Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably
satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant
taxing authority.



 


		(j)	(i)Subject to sub-paragraph (ii) below, a Treaty Lender, and each Obligor which makes a payment
to which that Treaty Lender is entitled, shall co-operate in completing any procedural formalities necessary for that Obligor to obtain
authorisation to make that payment without a Tax Deduction;



 


		(ii)	(A)	a Treaty Lender with respect to a UK Borrower which becomes a Party on the day on which this Agreement is entered into that holds a passport
under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference
number and its jurisdiction of tax residence opposite its name in Part 2 of Schedule 1 (The Original Parties); and



 


		 	(B)	a New Lender or an Increase Lender that is a Treaty Lender with respect to a UK Borrower and that holds
a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme
reference number and its jurisdiction of tax residence in the Transfer Certificate or Increase Confirmation (as applicable) which it executes,



 


and, having done so, that Lender shall
be under no obligation pursuant to sub-paragraph (i) above.


 


		(k)	If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance
with paragraph 12.2(j)(ii) above and:



 


		(i)	a Borrower making a payment to that Lender has not made a Borrower DTTP Filing in respect of that Lender;
or



 


		(ii)	a Borrower making a payment to that Lender has made a Borrower DTTP Filing in respect of that Lender but:



 






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		(A)	that Borrower DTTP Filing has been rejected by HM Revenue & Customs;



 


		(B)	HM Revenue & Customs has not given the Borrower authority to make payments to that Lender without
a Tax Deduction within 40 days of the date of the Borrower DTTP Filing; or



 


		(C)	HM Revenue & Customs has given the Borrower authority to make payments to that Lender without
a Tax Deduction but such authority has subsequently been revoked, suspended or expired,



 


and in each case, the Borrower has notified
that Lender in writing, that Lender and the Borrower shall co-operate in completing any additional procedural formalities necessary for
that Borrower to obtain authorisation to make that payment without a Tax Deduction.


 


		(l)	If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance
with paragraph 12.2(j)(ii) above, no Obligor 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 Utilisation unless the Lender otherwise agrees.



 


		(m)	A Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing
to the Agent for delivery to the relevant Lender.



 


		(n)	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 Company by entering into this Agreement.



 


		(o)	A UK Non-Bank Lender shall promptly notify the Company and the Agent if there is any change in the position
from that set out in the Tax Confirmation.



 


		12.3	Tax indemnity



 


		(a)	The Company shall (within five Business Days of demand by the Agent) pay to a Protected Party an amount
equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or
on account of Tax by that Protected Party in respect of a Finance Document.



 


		(b)	Paragraph 12.3(a) above shall not apply:



 


		(i)	with respect to any Tax assessed on a Finance Party:



 


		(A)	under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction
(or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or



 


		(B)	under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect
of amounts received or receivable in that jurisdiction,



 


if that Tax is imposed on or calculated
by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or


 






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		(ii)	to the extent a loss, liability or cost:



 


		(A)	is compensated for by an increased payment under Clause 12.2 (Tax gross-up) or Clause 11.7 (Minimum
Fee Rates);



 


		(B)	would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) or Clause
11.7 (Minimum Fee Rates) but was not so compensated solely because one of the exclusions in paragraph (d), (e) or (g) of
Clause 12.2 (Tax gross-up) or in paragraph (b) of Clause 11.7 (Minimum Fee Rates) applied;



 


		(C)	relates to a FATCA Deduction required to be made by a Party; or



 


		(D)	relates to any Bank Levy.



 


		(c)	A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify
the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Company.



 


		(d)	A Protected Party shall, on receiving a payment from an Obligor under this Clause 12.3, notify the Agent.



 


		12.4	Tax Credit



 


If an Obligor makes a Tax Payment and
the relevant Finance Party determines that:


 


		(a)	a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax
Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and



 


		(b)	that Finance Party has obtained and utilised that Tax Credit,



 


the Finance Party shall pay an amount
to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have
been in had the Tax Payment not been required to be made by the Obligor. If a Finance Party makes a payment to an Obligor pursuant to
this Clause 12.4 in connection with a Tax Credit, the Obligor, upon the request of the Finance Party, shall repay to the Finance Party
such amount that was paid pursuant to Clause 12.4 (plus any penalties, interest or other charges imposed by the relevant governmental
or taxing authority) in the event that the Finance Party loses the benefit of, or has to repay to such governmental or taxing authority,
such Tax Credit.


 


		12.5	Lender Status Confirmation



 


Each Lender which becomes a Party to
this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Increase Confirmation which it executes
on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls
in with respect to each relevant Borrower:


 


		(a)	not a Qualifying Lender;



 


		(b)	a Qualifying Lender (other than a Treaty Lender); or



 


		(c)	a Treaty Lender.



 


If a New Lender or Increase Lender fails
to indicate its status in accordance with this Clause 12.5 with respect to a German Borrower, a UK Borrower or a U.S. Borrower (as applicable),
then such New Lender or Increase Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not
a Qualifying Lender with respect to such Borrower until such time as it notifies the Agent which category applies (and the Agent, upon
receipt of such notification, shall inform the Company). For the avoidance of doubt, a Transfer Certificate or Increase Confirmation shall
not be invalidated by any failure of a Lender to comply with this Clause 12.5.


 






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		12.6	Stamp taxes



 


The Company shall pay and, within five
Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all
stamp duty, registration and other similar Taxes payable in respect of any Finance Document.


 


		12.7	VAT



 


		(a)	All amounts expressed to be payable under a Finance Document by any Party to a Finance 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 Finance
Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that
Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount
equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).



 


		(b)	If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier")
to any other Finance Party (the "Recipient") under a Finance Document, and any Party other than the Recipient (the "Relevant
Party") is required by the terms of any Finance 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 (b)(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 Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or
expense, that Party at the same time shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such
cost or expense, including such part thereof as represents VAT, save to the extent that such Finance 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 Clause 12.7 to any party shall, at any time when such 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 provided for in Article 11
of the Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or any other similar provision
in any jurisdiction which is not a member state of the European Union)) (including, for the avoidance of doubt, in accordance with section
43 of the United Kingdom Value Added Tax Act 1994) so that a reference to a Party shall be construed as a reference to that Party or the
relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant member
(or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be).



 






    54


     


    

 


		(e)	In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably
requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party's VAT registration and
such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such
supply.



 


		12.8	FATCA Information



 


		(a)	Subject to paragraph (c) below, each Party shall within ten Business Days of a reasonable request
by another Party:



 


		(i)	confirm to that other Party whether it is:



 


		(A)	a FATCA Exempt Party; or



 


		(B)	not a FATCA Exempt Party; and



 


		(ii)	supply to that other Party such forms, documentation and other information relating to its status under
FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and



 


		(iii)	supply to that other Party such forms, documentation and other information relating to its status as that
other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information
regime.



 


		(b)	If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt
Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party
reasonably promptly.



 


		(c)	Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above
shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:



 


		(i)	any law or regulation;



 


		(ii)	any fiduciary duty; or



 


		(iii)	any duty of confidentiality.



 


		(d)	If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation
or other information requested in accordance with paragraph (a)(i) or (a)(ii) above (including, for the avoidance of doubt,
where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under
them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation
or other information.



 






    55


     


    

 


		(e)	If a Borrower is a U.S. Tax Obligor or the Agent reasonably believes that its obligations under FATCA
or any other applicable law or regulation require it, each Lender shall, within ten Business Days of:



 


		(i)	where an Original Borrower is a U.S. Tax Obligor and the relevant Lender is an Original Lender, the date
of this Agreement;



 


		(ii)	where a Borrower is a U.S. Tax Obligor on a date on which any other Lender becomes a Party as a Lender,
that date;



 


		(iii)	the date a new U.S. Tax Obligor accedes as a Borrower; or



 


		(iv)	where a Borrower is not a U.S. Tax Obligor, the date of a request from the Agent,



 


supply to the Agent:


 


		(A)	a withholding certificate on Form W-8, Form W-9 or any other relevant form; or



 


		(B)	any withholding statement or other document, authorisation or waiver as the Agent may require to certify
or establish the status of such Lender under FATCA or that other law or regulation.



 


		(f)	The Agent shall provide any withholding certificate, withholding statement, document, authorisation or
waiver it receives from a Lender pursuant to paragraph (e) above to the relevant Borrower.



 


		(g)	If any withholding certificate, withholding statement, document, authorisation or waiver provided to the
Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update
it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is
unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated
withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.



 


		(h)	The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver
it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Agent shall not be liable
for any action taken by it under or in connection with paragraphs (e), (f) or (g) above.



 


		12.9	FATCA Deduction



 


		(a)	Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection
with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction
or otherwise compensate the recipient of the payment for that FATCA Deduction.



 


		(b)	Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any
change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify
the Company and the Agent and the Agent shall notify the other Finance Parties.



 






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		13.	INCREASED COSTS



 


		13.1	Increased costs



 


		(a)	Subject to Clause 13.3 (Exceptions) the Company shall pay for the account of a Finance Party the
amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any
change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation
in each case made after the date of this Agreement; provided that notwithstanding anything herein to the contrary, (x) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection
therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each
case pursuant to Basel III, shall in each case be deemed to be have been introduced after the date of this Agreement, regardless of the
date enacted, adopted or issued.



 


		(b)	In this Agreement "Increased Costs" means:



 


		(i)	a reduction in the rate of return from the Facility or on a Finance Party's (or its Affiliate's) overall
capital;



 


		(ii)	an additional or increased cost; or



 


		(iii)	a reduction of any amount due and payable under any Finance Document,



 


which is incurred or suffered by a Finance
Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding
or performing its obligations under any Finance Document. Such amounts shall be determined in good faith consistent with similarly situated
customers of the applicable Finance Party under agreements having provisions similar to this Clause 13.1 after consideration of such factors
as such Finance Party then reasonably determines to be relevant.


 


		13.2	Increased cost claims



 


		(a)	A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify
the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Company.



 


		(b)	A certificate of the affected Finance Party setting forth, in reasonable detail, the basis and calculation
of the amount or amounts necessary to compensate such Finance Party or its Affiliates, as the case may be, as specified in Clauses 13.1(a) or
(b) shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay, or cause the other Borrowers
to pay, such Finance Party, as the case may be, the amount shown as due on any such certificate within fifteen (15) days after receipt
thereof.



 


		13.3	Exceptions



 


		(a)	Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:



 


		(i)	attributable to a Tax Deduction required by law to be made by an Obligor;



 


		(ii)	attributable to a FATCA Deduction required to be made by a Party;



 


		(iii)	compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause
12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax
indemnity) applied);



 






    57


     


    

 


		(iv)	attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation;



 


		(v)	incurred more than 180 days prior to the date that such Finance Party notifies the Company of the circumstance
giving rise to such increased costs or reductions and of such Finance Party's intention to claim compensation therefore; provided further
that, if the circumstance giving rise to such Increased Costs is retroactive, then the 180-day period referred to above shall be extended
to include the period of retroactive effect thereof; or



 


		(vi)	attributable to any Bank Levy.



 


		(b)	In this Clause 13.3, a reference to a "Tax Deduction" has the same meaning given to the
term in Clause 12.1 (Definitions).



 


		14.	OTHER INDEMNITIES



 


		14.1	Currency indemnity



 


		(a)	If any sum due from an Obligor under the Finance Documents (a "Sum"), or any order, judgment
or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency") in which that
Sum is payable into another currency (the "Second Currency") for the purpose of:



 


		(i)	making or filing a claim or proof against that Obligor;



 


		(ii)	obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,



 


that Obligor shall as an independent obligation,
within five Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising
out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from
the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt
of that Sum.


 


		(b)	Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents
in a currency or currency unit other than that in which it is expressed to be payable.



 


		14.2	Other indemnities



 


Subject to and without any duplication
of Clause 16.3 (Enforcement Costs) which shall prevail over this Clause 14.2, the Company shall (or shall procure that an Obligor
will), within five Business Days of demand, indemnify each Finance Party against any cost (which in the case of counsel, shall be limited
to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent,
(y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the
Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest), loss or liability incurred
by that Finance Party as a result of:


 


		(a)	the occurrence of any Event of Default;



 






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		(b)	a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due date,
including without limitation, any cost, loss or liability arising as a result of Clause 27 (Sharing among the Finance Parties);



 


		(c)	making arrangements to issue any L/G requested by a Borrower in a Utilisation Request but not made by
reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that
Finance Party alone); or



 


		(d)	a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given
by a Borrower or the Company,



 


provided
that such indemnity shall not, as to any Finance Party, be available to the extent that such losses, claims, damages, liabilities
or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgement to have resulted from any
dispute solely among the Finance Parties (not arising as a result of any act or omission by any member of the Group) other than claims
against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or
an Arranger or any similar role under this Agreement.


 


		14.3	Indemnity to the Agent



 


		(a)	The Company shall promptly indemnify the Agent against any cost (which in the case of counsel, shall be
limited to the fees, charges and disbursements of one primary counsel and one local counsel in each applicable jurisdiction for the Agent,
loss or liability incurred by the Agent (acting reasonably) as a result of:



 


		(i)	investigating any event which it reasonably believes is a Default; or



 


		(ii)	acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct
and appropriately authorised.



 


		(b)	In case a Lender fails to inform the Agent pursuant to Clause 12.8 (FATCA Information) or such
information is incomplete or incorrect the relevant Lender shall indemnify the Agent, within three Business Days of demand, against any
cost, loss or liability incurred by the Agent respectively as a consequence of non-compliance with FATCA by the Agent as a result of such
Lender's failure.



 


		15.	MITIGATION BY THE LENDERS



 


		15.1	Mitigation



 


		(a)	Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any
circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of
Clause 9.1 (Illegality), Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased costs) including (but not
limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.



 


		(b)	Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.



 






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		15.2	Limitation of liability



 


		(a)	The Company shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred
by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).



 


		(b)	A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion
of that Finance Party (acting reasonably), to do so might be prejudicial to it.



 


		16.	COSTS AND EXPENSES



 


		16.1	Transaction expenses



 


The Company shall promptly on demand
pay the Agent and the Arranger the amount of all costs and expenses (including legal fees subject to the agreed cap (if any)) reasonably
incurred by any of them in connection with the negotiation, preparation and execution of:


 


		(a)	this Agreement and any other documents referred to in this Agreement; and



 


		(b)	any other Finance Documents executed after the date of this Agreement.



 


		16.2	Amendment costs



 


If (a) an Obligor requests an amendment,
waiver or consent or (b) an amendment is required pursuant to Clause 28.10 (Change of currency), the Company shall, within
five Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including pre-agreed legal fees) reasonably
incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.


 


		16.3	Enforcement costs



 


The Company shall, within three Business
Days of demand, pay to each Finance Party the amount of all documented out-of-pocket costs and expenses (which in the case of counsel,
shall be limited to the reasonable fees, charges and disbursements of one primary counsel and one local counsel in each applicable jurisdiction
for the Agent and one additional primary counsel and one additional local counsel in each applicable jurisdiction for all Lenders other
than the Agent and additional counsel for affected Lenders in light of actual or potential conflicts of interest) incurred by that Finance
Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.


 


		17.	GUARANTEE AND INDEMNITY



 


		17.1	Guarantee (Garantie) and indemnity (Ausfallhaftung)



 


Each Guarantor irrevocably and unconditionally
(but subject to any limitations set out in any Accession Letter by which such Guarantor becomes a party hereto) jointly and severally
(gesamtschuldnerisch):


 


		(a)	guarantees (garantiert)
by way of an independent payment obligation (selbständiges Zahlungsversprechen) to each Finance Party to pay to that
Finance Party any amount of principal, interest, costs, expenses or other amount owed by an Obligor under or in connection with the Finance
Documents that has not been fully and irrevocably paid by a Borrower or the Company; the payment shall be due (fällig) within
five Business Days of a written demand by a Finance Party (or the Agent on its behalf) stating the sum demanded from that Guarantor and
that such sum is an amount of principal, interest, costs, expenses or other amount owed by an Obligor under or in connection with the
Finance Documents that has not been fully and irrevocably paid by a Borrower or the Company; and



 






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		(b)	undertakes vis-à-vis
each Finance Party to indemnify (schadlos halten) that Finance Party against any cost, loss or liability suffered by that Finance
Party if any obligation of a Borrower or the Company under or in connection with any Finance Document (except for any cost, loss or liability
directly caused by the gross negligence or wilful misconduct of such Finance Party) or any obligation guaranteed by it is or becomes unenforceable,
invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have
been entitled to recover (Ersatz des positiven Interesses) and that claim shall be due (fällig) within five Business
Days of a written demand by that Finance Party (or the Agent on its behalf).



 


For the avoidance of doubt this guarantee
and indemnity does not constitute a guarantee upon first demand (Garantie auf erstes Anfordern) and, in particular, receipt of
such written demand shall not preclude any rights and/or defences the Guarantor may have with respect to any payment requested by a Finance
Party (or the Agent on its behalf) under this guarantee and indemnity.


 


		17.2	Continuing and independent guarantee and indemnity



 


		(a)	This guarantee and indemnity is independent and separate from the obligations of any Borrower and is a
continuing guarantee and indemnity which will extend to the ultimate balance of sums payable by any Borrower under the Finance Documents,
regardless of any intermediate payment or discharge in whole or in part.



 


		(b)	The guarantee and indemnity shall extend to any additional obligations of a Borrower resulting from any
amendment, novation, supplement, extension, restatement or replacement of any Finance Documents, including without limitation any extension
of or increase in any facility or the addition of a new facility under any Finance Document.



 


		(c)	Subject to Clause 17.3 (Reinstatement) below, at such time as both (i) the Commitments have
expired or been irrevocably terminated and (ii) all L/Gs have been irrevocably repaid in full as set out in Clause 8 (Repayment)
of this Agreement and any other amounts outstanding under the Finance Documents have been irrevocably discharged in full, all obligations
(other than those expressly stated to survive such termination) of each Guarantor under this Clause 17 (Guarantee and Indemnity)
shall automatically terminate, all without delivery of any instrument or performance of any act by any person.



 


		17.3	Reinstatement



 


If any payment by an Obligor or any
discharge given by a Finance Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise)
is avoided or reduced as a result of insolvency or any similar event:


 


		(a)	the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had
not occurred; and



 


		(b)	each Finance Party shall be entitled to recover the value or amount of that security or payment from each
Guarantor, as if the payment, discharge, avoidance or reduction had not occurred.



 






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	17.4	Excluded
                                            defences



 


		(a)	The obligations of each Guarantor under
                                            this Clause 17 will not be affected by an act, omission, matter or thing which relates to
                                            the principal obligation (or purported obligation) of any Borrower and which would reduce,
                                            release or prejudice any of its obligations under this Clause 17, including any personal
                                            defences of any Borrower (Einreden des Hauptschuldners) or any right of revocation
                                            (Anfechtung) or set-off (Aufrechnung) (excluding any Tax Deduction permitted
                                            by Clause 12 (Tax Gross Up and Indemnities)) of any Borrower.



 


		(b)	The obligations of each Guarantor under
                                            this Clause 17 are independent from any other security or guarantee which may have been or
                                            will be given to the Finance Parties. In particular, the obligations of each Guarantor under
                                            this Clause 17 will not be affected by any of the following:



 


		(i)	the release of, or any time (Stundung),
                                            waiver or consent granted to, any other Obligor from or in respect of its obligations under
                                            or in connection with any Finance Document;



 


		(ii)	the taking, variation, compromise, exchange,
                                            renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against,
                                            or security over assets of, any Obligor or any other person or any failure to realise the
                                            full value of any security;



 


		(iii)	any incapacity or lack of power, authority
                                            or legal personality of or dissolution or a deterioration of the financial condition of any
                                            other Obligor; or



 


		(iv)	any unenforceability, illegality or invalidity
                                            of any obligation of any other Obligor under any Finance Document.



 


		(c)	For the avoidance of doubt nothing in
                                            this Clause 17 shall preclude any defences that any Guarantor (in its capacity as Guarantor
                                            only) may have against a Finance Party that the guarantee and indemnity does not constitute
                                            its legal, valid, binding or enforceable obligations.



 


	17.5	Immediate
                                            recourse



 


No Finance Party will be required to
proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this
Clause 17. This applies irrespective of any provision of a Finance Document to the contrary.


 


	17.6	Appropriations



 


Until all amounts which may be or become
payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party may:


 


		(a)	refrain from applying or enforcing any
                                            other moneys, security or rights held or received by that Finance Party in respect of those
                                            amounts, or apply and enforce the same in such manner and order as it sees fit (whether against
                                            those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same;
                                            and



 


		(b)	hold in an interest-bearing suspense account
                                            any moneys received from any Guarantor or on account of any Guarantor's liability under this
                                            Clause 17.



 


For the avoidance of doubt, nothing
in this Clause 17.6 shall be construed as creating a liability for a Borrower for the amounts which may be or become payable by the other
Obligors under or in connection with the Finance Documents.


 






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	17.7	Deferral
                                            of Guarantors' rights



 


Until all amounts which may be or become
payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise
directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance
Documents or by reason of any amount being payable, or liability arising, under this Clause 17:


 


		(a)	to be indemnified by an Obligor;



 


		(b)	to claim any contribution from any other
                                            guarantor of any Obligor's obligations under the Finance Documents;



 


		(c)	to exercise any right of set-off against
                                            any Obligor; and/or



 


		(d)	to take the benefit (in whole or in part
                                            and whether by way of legal subrogation or otherwise) of any rights of the Finance Parties
                                            under the Finance Documents or of any other guarantee or security taken pursuant to, or in
                                            connection with, the Finance Documents by any Finance Party.



 


If a Guarantor receives any benefit,
payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable
all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to
be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct
for application in accordance with Clause 28 (Payment Mechanics) of this Agreement.


 


	17.8	Release
                                            of Guarantors' right of contribution



 


If any Guarantor (a "Retiring
Guarantor") ceases to be a Guarantor in accordance with Clause 24.5 (Resignation of a Guarantor) or Clause 24.6
(Release of a Guarantor) or otherwise in accordance with the terms of the Finance Documents for the purpose of any sale or other
disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:


 


		(a)	that Retiring Guarantor is released by
                                            each other Guarantor from any liability (whether past, present or future and whether actual
                                            or contingent) to make a contribution to any other Guarantor arising by reason of the performance
                                            by any other Guarantor of its obligations under the Finance Documents; and



 


		(b)	each other Guarantor waives any rights
                                            it may have by reason of the performance of its obligations under the Finance Documents to
                                            take the benefit (in whole or in part and whether by way of subrogation or otherwise) of
                                            any rights of the Finance Parties under any Finance Document or of any other security taken
                                            pursuant to, or in connection with, any Finance Document where such rights or security are
                                            granted by or in relation to the assets of the Retiring Guarantor.



 


	17.9	Additional
                                            obligations



 


This guarantee is in addition to and
is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.


 


	17.10	Guarantee
                                            Limitation - Fraudulent Conveyance



 


Any term or provision of this Clause
17 or any other term in this Agreement or any Finance Document notwithstanding, the maximum aggregate amount of the obligations for which
any Guarantor shall be liable under this Agreement or any other Finance Document shall in no event exceed an amount equal to the largest
amount that would not render such Guarantor's obligations under this Agreement subject to avoidance under applicable United States federal
or state fraudulent transfer, fraudulent conveyance or similar laws.


 








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	17.11	Guarantee
                                            Limitation - Deemed Dividends



 


Any term or provision of this Clause
17 or any other term in this Agreement or any Finance Document notwithstanding, no member of the Group that is a "controlled foreign
corporation" for U.S. federal income tax purposes will have any obligation or liability, directly or indirectly, as guarantor or
otherwise under this Agreement or any Finance Document with respect to any obligation or liability arising under any Finance Document
of any U.S. Borrower to the extent such obligation or liability would cause or result in any "deemed dividend" to any Obligor
incorporated in the U.S. pursuant to Section 956 of the Code; provided that this Clause shall not limit or reduce any obligation
or liability of any Borrower in its capacity as such.


 


	18.	REPRESENTATIONS



 


Each Obligor on behalf of itself (and
in the case of the Company and where set out expressly below, on behalf of each other member of the Group) makes the representations
and warranties set out in this Clause 18 to each Finance Party on the date of this Agreement and the date the first Utilisation Request
is submitted under this Agreement.


 


	18.1	Status



 


		(a)	It is a corporation, limited liability
                                            company or partnership with limited liability, duly incorporated or organised or, in the
                                            case of a partnership, established and validly existing and in good standing (to the extent
                                            such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction
                                            of its incorporation or organisation.



 


		(b)	It has all requisite power and authority
                                            to carry on its business as now conducted and, except where the failure to do so, individually
                                            or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect,
                                            is qualified to do business in, and is in good standing (to the extent such concept is applicable)
                                            in every jurisdiction where such qualification is required.



 


	18.2	Binding
                                            obligations



 


Subject to the Legal Reservations,
the obligations expressed to be assumed by it in each Finance Document are legal, valid, binding obligations, enforceable in accordance
with their terms.


 


	18.3	Non-conflict
                                            with other obligations and compliance with laws



 


		(a)	The entry into and performance by it of,
                                            and the transactions contemplated by, the Finance Documents do not and will not conflict
                                            with:



 


		(i)	any applicable material law or regulation
                                            applicable to it or any order of any Governmental Authority;



 


		(ii)	its charter, by-laws, constitutional
                                            or other organisational documents; or;



 


		(iii)	any agreement, indenture or instrument
                                            binding upon it or any of its assets (or give rise to any right thereunder to require any
                                            payment to be made by any member of the Group) except with respect to this paragraph (iii) for
                                            any such conflict which, individually or in the aggregate, would not reasonably be expected
                                            to result in a Material Adverse Effect.



 






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		(b)	It and each member of the Group has complied
                                            in all respects with all laws, regulations and orders of any Governmental Authority to which
                                            it may be subject where failure so to comply would reasonably be expected to result in a
                                            Material Adverse Effect.



 


	18.4	Power
                                            and authority



 


It has the organisational power to
enter into, perform and deliver, and has taken all necessary organisational action to authorise its entry into, performance and delivery
of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents and the Finance Documents
to which it is a party have been duly executed by it and, where applicable, delivered by it.


 


	18.5	Validity
                                            and admissibility in evidence



 


All Authorisations required:


 


		(a)	to enable it lawfully to enter into, exercise
                                            its rights and comply with its obligations in the Finance Documents to which it is a party;
                                            and



 


		(b)	to make the Finance Documents to which
                                            it is a party admissible in evidence in its jurisdiction of incorporation, subject to the
                                            Legal Reservations,



 


have been obtained or effected and
are in full force and effect.


 


	18.6	Governing
                                            law and enforcement



 


		(a)	The choice of German law as the governing
                                            law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation,
                                            subject to the Legal Reservations.



 


		(b)	Any judgment obtained in Germany in relation
                                            to a Finance Document will be recognised and enforced in its jurisdiction of incorporation,
                                            subject to the Legal Reservations.



 


	18.7	Deduction
                                            of Tax



 


It
is not required to make any Tax Deduction (as defined in Clause 12.1 (Definitions)) from any payment it may make under
any Finance Document to a Lender which is a Qualifying Lender, subject to the following provisos:


 


		(a)	where
                                            the Qualifying Lender is a Treaty Lender with respect to a UK Borrower, the payment
                                            is one specified in a direction given by the Commissioners of Revenue & Customs
                                            under Regulation 2 of the Double Taxation Relief (Taxes on Income) (General) Regulations
                                            1970 (SI 1970/488); and



 


		(b)	where the Lender falls within paragraph
                                            (ii)(A)(2) of the definition of Qualifying Lender with respect to the UK Borrower, no
                                            Direction has been given under section 931 of the ITA in relation to the payment concerned.



 


	18.8	Taxes



 


It and each of its Subsidiaries has
timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes
required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which
it has set aside on its books adequate reserves or (b) to the extent that the failure to do so would not reasonably be expected
to result in a Material Adverse Effect.


 






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	18.9	Compliance
                                            with Swiss Non-Bank Rules



 


Each Swiss Borrower is compliant with
the Swiss Non-Bank Rules. This representation shall not be deemed to be breached if the Swiss Non-Bank Rules are breached as a result
solely of:


 


		(a)	a Lender has failed to comply with its
                                            obligations under Clause 23 (Changes to Lenders);



 


		(b)	a Lender ceased to be a Swiss Qualifying
                                            Bank other than as a result of any change after the date it became a Finance Party under
                                            this Agreement in (or in the interpretation, administration or application of) any law or
                                            any published practice or concession of any relevant taxing authority.



 


	18.10	No
                                            default



 


No Default or Event of Default has
occurred and is continuing.


 


	18.11	Anti-Corruption
                                            Laws, Sanctions and Anti-Money Laundering Laws



 


		(a)	The Company has implemented and maintains
                                            in effect policies and procedures reasonably designed to promote compliance in all material
                                            respects by the Company, its Subsidiaries and their respective directors, officers, employees
                                            and agents with Anti-Corruption Laws and applicable Sanctions, and the Company, its Subsidiaries
                                            and their respective officers and employees and to the knowledge of the Company its directors
                                            and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material
                                            respects.



 


		(b)	None of (i) the Company, any Subsidiary
                                            or to the knowledge of the Company any of their respective directors, officers or employees,
                                            or (ii) to the knowledge of the Company, any agent of the Company or any Subsidiary
                                            that will act in any capacity in connection with or benefit from the credit facility established
                                            hereby, is a Sanctioned Person.



 


		(c)	No Borrower or any Subsidiary will, to
                                            the knowledge of the Company, use any Letter of Credit in violation in any respect of any
                                            Anti-Corruption Law or in violation in any material respect of applicable Sanctions.



 


		(d)	To the best of the Borrower's knowledge
                                            and belief, neither it nor anyone acting on behalf of any member of the Borrower, has engaged
                                            in any activity which would breach Anti-Money Laundering Laws; has (have) implemented and
                                            maintains in effect policies and procedures designed to be in compliance with applicable
                                            Anti-Money Laundering Laws; no actions or investigations by any governmental or regulatory
                                            agency or body or arbitrator are ongoing or threatened against any member of the Borrower
                                            or any of their directors, officers or employees or anyone acting on its/their behalf in
                                            relation to an alleged breach of Anti-Money Laundering Laws.



 


		(e)	The representations made under paragraphs
                                            (a) through (c) above in relation to Sanctions are made only to the extent that
                                            they do not result in a violation of, or conflict with, Section 7 of the German Foreign
                                            Trade Ordinance (Außenwirtschaftsverordnung (AWV)), Council Regulation (EC)
                                            No. 2271/96 of 22 November 1996 or any similar applicable anti-boycott law or regulation,
                                            provided that to the extent that any such Obligor cannot make any of the representations
                                            or warranties contained in paragraphs (a) through (c) above due to any such anti-boycott
                                            laws or regulations, such Obligor shall be deemed to make such representations in relation
                                            to sanctions, anti-money laundering and counter-terrorism financing provisions equivalent
                                            to any Sanctions that are applicable to or binding upon such Obligor in its local jurisdiction.



 






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		(f)	This Clause 18.11 shall not apply:



 




 


		(i)	to any Finance Party which qualifies as
                                            a resident party domiciled in the Federal Republic of Germany (Inländer) within
                                            the meaning of section 2 paragraph 15 of the German Foreign Trade Act (Außenwirtschaftsgesetz)
                                            in so far as it would result in a violation of or conflict with section 7 of the German Foreign
                                            Trade Regulation (Außenwirtschaftsverordnung); or



 


		(ii)	to any Finance Party to which the Council
                                            Regulation (EC) 2271/1996 applies in so far as it would result in a violation of or conflict
                                            with any provision of Council Regulation (EC) 2271/1996; and



 


		(iii)	to any Group Company and any Finance
                                            Party, in each case, to which any other anti-boycott statute or regulation applies in so
                                            far as it would result in a violation of or conflict with any provision of such other anti-boycott
                                            statute or regulation.



 


	18.12	No
                                            misleading information



 


Any written factual information contained
in the Original Financial Statements and the list of Material Subsidiaries provided by the Company, other than projections, does not
(when furnished) contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements
contained therein not materially misleading in light of the circumstances under which such statements are made; provided that
with respect to projections, the Obligors represent only that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time prepared (it being understood by the Agent and the Lenders that any such projections are not to be viewed
as facts and are subject to significant uncertainties and contingencies, many of which are beyond the control of the Group, that no assurances
can be given that such projections will be realised and that actual results may differ materially from such projections).


 


	18.13	Financial
                                            statements



 


		(a)	Its Original Financial Statements were
                                            prepared in accordance with Applicable GAAP consistently applied.



 


		(b)	Its Original Financial Statements fairly
                                            represent, in all material respects, its financial position and results of operations (consolidated
                                            in the case of the Company's audited consolidated financial statements and including cashflows
                                            of the Company and its consolidated Subsidiaries) during the relevant financial year in accordance
                                            with Applicable GAAP.



 


		(c)	There
                                            has been no material adverse change in the business, operations or financial condition of
                                            the Group taken as a whole since 30 September 2021.



 


	18.14	Pari
                                            passu ranking



 


Its payment obligations under the Finance
Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations
mandatorily preferred by law applying to companies generally.


 


	18.15	No
                                            proceedings pending or threatened



 


There is no litigation, arbitration
or administrative proceeding before any court, arbitral body or Governmental Authority pending against or, to the knowledge of the Company
or any Borrower, threatened against any member of the Group which would reasonably be expected, individually or in the aggregate, to
have a Material Adverse Effect (taking into account reserves made for the benefit of warranties and/or insurance coverage in respect
thereof) or which purports to affect the legality, validity or enforceability of this Agreement or the transactions contemplated thereby.


 






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	18.16	Environmental
                                            laws and licences



 


It and (in the case of the Company
only) each other member of the Group has:


 


		(a)	complied with all Environmental Laws to
                                            which it may be subject;



 


		(b)	obtained all Environmental Licences required
                                            in connection with its business;



 


		(c)	complied with the terms of those Environmental
                                            Licences,



 


in each case, individually or in the
aggregate, where failure to do so would reasonably be expected to have a Material Adverse Effect.


 


	18.17	Good
                                            title to assets



 


It has a good title to, or valid leasehold
interests in, and to all its real and personal property material to its business except to the extent that any failure to have such title
or leasehold interest would not reasonably be expected to have a Material Adverse Effect.


 


	18.18	Investment
                                            Company Act status



 


Neither the Company nor any of its
Subsidiaries is an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940.


 


	18.19	ERISA



 


No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would
reasonably be expected to result in a Material Adverse Effect.


 


	18.20	Federal
                                            Reserve Regulations



 


No part of the proceeds of any Utilisation
have been used or will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of
the Board, including Regulations T, U and X.


 


	18.21	Repetition



 


		(a)	The Repeated Representations shall be
                                            made by the Company on its own behalf and on behalf of the other Obligors (under a power
                                            of attorney (Vollmacht) granted to it by the Obligors pursuant to paragraph (b) below)
                                            by reference to the facts and circumstances then existing on;



 


		(i)	the date of each Utilisation Request,
                                            each Additional Commitment Request and each Increase Confirmation; and



 


		(ii)	in the case of an Additional Obligor,
                                            the day on which the company becomes (or it is proposed that the company becomes) an Additional
                                            Obligor.



 


		(b)	Each
                                            Obligor (other than the Company) hereby empowers (bevollmächtigt) the
                                            Company to make the Repeated Representations on its behalf as its attorney (Stellvertreter).
                                            Each Obligor (other than the Company) hereby relieves the Company from the restrictions pursuant
                                            to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) for the purpose
                                            of making the Repeated Representations on its behalf as attorney (Stellvertreter).



 








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	19.	INFORMATION
                                            UNDERTAKINGS



 


The undertakings in this Clause 19
remain in force from the date of this Agreement until both (i) the Commitments have expired or been terminated and (ii) all
L/Gs have been repaid in full as set out in Clause 8 (Repayment) of this Agreement and there is no other amount outstanding under
the Finance Documents.


 


	19.1	Financial
                                            statements



 


The Company shall supply to the Agent
in sufficient copies for all the Lenders as soon as they are available but in any event:


 


		(a)	within 100 days after the end of each
                                            of its Financial Years, the Company's audited consolidated financial statements for that
                                            Financial Year;



 


		(b)	within 120 days after the end of each
                                            Borrower's financial years, the unaudited balance sheet and profit and loss of the respective
                                            Borrower (other than the Company) for that financial year;



 


		(c)	within 180 days after the end of each
                                            Borrower's financial years the financial statements (only audited if available or required
                                            by law to be audited and in the form available or required by law to be prepared) of the
                                            respective Borrower (other than the Company) for that financial year; and



 


		(d)	within 55 days after the end of each of
                                            the first three quarters of each of its Financial Years, consolidated financial statements
                                            of the Company for that quarter and the then elapsed portion of that Financial Year.



 


	19.2	Compliance
                                            Certificate



 


		(a)	The Company shall supply to the Agent,
                                            with each set of financial statements delivered pursuant to paragraph (a) or (d) of
                                            Clause 19.1 (Financial statements), a Compliance Certificate setting out (in reasonable
                                            detail) computations as to compliance with Clause 20 (Financial Covenants) as at the
                                            end of such Financial Year or Financial Quarter (as applicable) and certifying as to whether
                                            a Default has occurred and is continuing and, if a Default has occurred that is continuing,
                                            specify the details thereof and any action taken or proposed to be taken with respect thereto.



 


		(b)	Each Compliance Certificate shall be signed
                                            by persons authorised to represent the Company but such persons shall at least include one
                                            Financial Officer.



 


		(c)	If a Compliance Certificate is required
                                            to be delivered together with the annual financial statements of the Company it shall set
                                            out a list of the Material Subsidiaries (identifying the Material Domestic Subsidiaries).



 






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	19.3	Requirements
                                            as to financial statements



 


		(a)	The Company shall procure that each set
                                            of its annual and quarterly financial statements delivered pursuant to Clause 19.1 (Financial
                                            statements) includes a balance sheet, related statements of operations, stockholders'
                                            equity and cash flows as of the end of and for such Financial Year or Financial Quarter (as
                                            applicable) and the then elapsed portion of the Financial Year, setting forth in each case
                                            in comparative form the figures for the corresponding period or periods of (or, in the case
                                            of the balance sheet, as of the end of) the previous Financial Year, in the case of the annual
                                            financial statements of the Company all reported on by Ernst & Young LLP or other
                                            independent public accountants of recognised national standing (without any adverse qualification
                                            or exception as to the scope of such audit) and in the case of its quarterly financial statements
                                            all certified by one of its Financial Officers, as presenting fairly in all material respects
                                            the financial condition of the Company and its consolidated Subsidiaries on a consolidated
                                            basis in accordance with U.S. GAAP consistently applied, subject to normal year-end audit
                                            adjustments and the absence of footnotes.



 


		(b)	The Company shall procure that each set
                                            of financial statements of the Company delivered pursuant to Clause 19.1 (Financial statements)
                                            is prepared using U.S. GAAP, accounting practices and financial reference periods consistent
                                            with those applied in the preparation of the Original Financial Statements for the Company
                                            unless, in relation to any set of financial statements, it notifies the Agent that there
                                            has been a change in U.S. GAAP, the accounting practices or reference periods. If a change
                                            in U.S. GAAP or in the application thereof has occurred since the date of the Original Financial
                                            Statements, the Company shall specify the effect of such change in the Compliance Certificate
                                            accompanying such Financial Statements.



 


	19.4	Accounting
                                            Terms; U.S. GAAP



 


Except as otherwise expressly provided
in this Agreement, all terms of an accounting or financial nature shall be construed in accordance with U.S. GAAP, as in effect from
time to time; provided that, if the Company notifies the Agent that the Company requests an amendment to any provision of this
Agreement to eliminate the effect of any change in U.S. GAAP occurring after the date of this Agreement or in the application thereof
on the operation of such provision (or if the Agent notifies the Company that the Majority Lenders request an amendment to any provision
of this Agreement for such purpose), regardless of whether any such notice is given before or after such change in U.S. GAAP or in the
application thereof, then such provision shall be interpreted on the basis of U.S. GAAP as in effect and applied immediately before such
change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding
any other provision contained in this Agreement 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 (x) without giving effect to any election under Accounting Standards
Codification 825-10-25 of U.S. GAAP (or any other accounting standard having a similar result or effect) to value any Financial Indebtedness
or other liabilities of the Company or any Subsidiary at "fair value", as defined therein and (y) without giving effect
to any treatment of Financial Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20
of U.S. GAAP (or any other accounting standard having a similar result or effect) to value any such Financial Indebtedness in a reduced
or bifurcated manner as described therein, and such Financial Indebtedness shall at all times be valued at the full stated principal
amount thereof, net of discounts and premiums.


 


	19.5	Budget



 


		(a)	The Company shall supply to the Agent
                                            as soon as the same becomes available but in any event no later than the first day of each
                                            of its Financial Years, a budget for the next Financial Year and the following two Financial
                                            Years.



 


		(b)	The Company shall ensure that each budget
                                            is substantially in the same form as the Budget delivered to the Agent under Clause 4.1 (Initial
                                            conditions precedent) and includes a projected consolidated profit and loss, balance
                                            sheet and cashflow statement for the Group.



 






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	19.6	Information:
                                            miscellaneous



 


The Company shall supply to the Agent:


 


		(a)	promptly after the same become publicly
                                            available, copies of all periodic and other reports, proxy statements and other materials
                                            filed by the Company or any of its Subsidiaries with the SEC or with any other national securities
                                            exchange and all documents dispatched by the Company to its shareholders generally, as the
                                            case may be;



 


		(b)	promptly upon a Responsible Officer having
                                            actual knowledge of them, the details of the filing or commencement of any litigation, arbitration
                                            or administrative proceedings which are filed or commenced against any member of the Group
                                            and which have or would reasonably be expected to have a Material Adverse Effect;



 


		(c)	promptly upon a Responsible Officer having
                                            actual knowledge thereof of the occurrence of any ERISA Event which, alone or together with
                                            any other ERISA Events that have occurred, have resulted or would reasonably be expected
                                            to have a Material Adverse Effect;



 


		(d)	promptly upon a Responsible Officer having
                                            actual knowledge of them, of any other developments that have resulted or would reasonably
                                            be expected to have a Material Adverse Effect; and



 


		(e)	promptly following a request therefore,
                                            such further information regarding the financial condition, business affairs and operations
                                            of any member of the Group as any Finance Party (through the Agent) may reasonably request.



 


	19.7	Delivery
                                            of information



 


		(a)	Documents required to be delivered pursuant
                                            to paragraphs (a) and (d) of Clause 19.1 (Financial Statements) and paragraph
                                            (a) of Clause 19.6 (Information: miscellaneous) may be delivered electronically
                                            and if so delivered, shall be deemed to have been delivered on the date on which such documents
                                            are (i) filed for public availability on the SEC's Electronic Data Gathering and Retrieval
                                            System, (ii) posted or the Company provides a link thereto on http://www.hillenbrand.com;
                                            or (iii) posted on the Company's behalf on an Internet or intranet website, if any,
                                            to which the Agent and the Lenders have access (whether a commercial, third-party website
                                            or whether sponsored by the Agent). Information required to be delivered pursuant to this
                                            Section may also be delivered by electronic communications pursuant to procedures approved
                                            by the Agent.



 


		(b)	If any Lender (a "Paper Form Lender")
                                            notifies the Agent that it requests the delivery of a paper copy of information delivered
                                            electronically as set out in paragraph (a) above, then the Agent shall notify the Company
                                            accordingly and the Company shall supply the information delivered pursuant to paragraph
                                            (a) above to the Agent (in sufficient copies for each Paper Form Lender) in paper
                                            form.



 


	19.8	"Know
                                            your customer" checks



 


		(a)	If:



 


		(i)	the introduction of or any change in (or
                                            in the interpretation, administration or application of) any law or regulation made after
                                            the date of this Agreement;



 


		(ii)	any
                                            change in the status of an Obligor (or of a Holding Company of an Obligor) after the
                                            date of this Agreement; or



 






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		(iii)	a
                                            proposed assignment or assignment and transfer by way of assumption of contract (Vertragsübernahme)
                                            by a Lender of any of its rights and obligations under this Agreement to a party that is
                                            not a Lender prior to such assignment or assignment and transfer by way of assumption of
                                            contract (Vertragsübernahme) or the assumption of any Commitment under this Agreement
                                            pursuant to Clause 2.2 (Increase) or Clause 2.3 (Allocation of Additional Commitments)
                                            by a party that is not a Lender prior to such assumption,



 


obliges the Agent or any Lender (or,
in the case of paragraph (a)(iii) above, any prospective new Lender) to comply with "know your customer" or similar identification
procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request
of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the
Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (a)(iii) above,
on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (a)(iii) above,
any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar
checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.


 


		(b)	Each Lender shall promptly upon the request
                                            of the Agent supply, or procure the supply of, such documentation and other evidence as is
                                            reasonably requested by the Agent (for itself) in order for the Agent to carry out and be
                                            satisfied it has complied with all necessary "know your customer" or other similar
                                            checks under all applicable laws and regulations pursuant to the transactions contemplated
                                            in the Finance Documents.



 


		(c)	The Company shall, by not less than 10
                                            Business Days' prior written notice to the Agent (as required pursuant to Clause 24
                                            (Changes to the Obligors)), notify the Agent (which shall promptly notify the Lenders)
                                            of its intention to request that one of its Subsidiaries becomes an Additional Obligor pursuant
                                            to Clause 24 (Changes to the Obligors).



 


		(d)	Following the giving of any notice of
                                            intention to request that one of its Subsidiaries becomes an Additional Obligor pursuant
                                            to Section 24 (Changes to the Obligors), if the accession of such Additional
                                            Obligor obliges the Agent or any Lender to comply with "know your customer" or
                                            similar identification procedures or anti-money laundering rules and regulations in
                                            circumstances where the necessary information is not already available to it, the Company
                                            shall promptly upon the request of the Agent or any Lender supply, or procure the supply
                                            of, such documentation and other evidence as is reasonably requested by the Agent (for itself
                                            or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new
                                            Lender) in order for the Agent or such Lender or any prospective new Lender to carry out
                                            and be satisfied it has complied with all necessary "know your customer" or other
                                            similar checks or anti-money laundering rules and regulations under all applicable laws
                                            and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional
                                            Obligor.



 


	19.9	Notice
                                            of Default



 


The Company shall notify the Agent
of any Default (and the steps, if any, being taken to remedy it) promptly upon a Responsible Officer having actual knowledge of its occurrence.


 






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	19.10	UK
                                            Pensions Notifiable Events



 


The Company shall notify the Agent
(promptly upon a Responsible Officer of the Company having actual knowledge thereof) of the occurrence of:


 


		(a)	any of the following to the extent the
                                            same would reasonably be expected to result in a Material Adverse Effect:



 


		(i)	the threatened in writing or actual issuance
                                            by the Pensions Regulator of a financial support direction or a contribution notice (as those
                                            terms are defined in the United Kingdom Pensions Act 2004) or the threatened in writing or
                                            actual exercise of any Criminal Pension Power by the Pensions Regulator or the CPS in relation
                                            to the Milacron Pension Scheme; and/or



 


		(ii)	any amount becoming due to the Milacron
                                            Pension Scheme pursuant to Section 75 or 75A of the United Kingdom Pensions Act 1995.



 


	20.	FINANCIAL
                                            COVENANTS



 


	20.1	Financial
                                            Definitions in this Clause 20:



 


"Consolidated EBITDA"
means, with reference to any period, Consolidated Net Income for such period:


 


		(a)	plus, without duplication and to the extent
                                            deducted from revenues in determining Consolidated Net Income for such period:



 


		(i)	interest expense;



 


		(ii)	income tax expense;



 


		(iii)	depreciation expense;



 


		(iv)	amortisation expense;



 


		(v)	all non-cash expenses, charges or losses;



 


		(vi)	losses attributable to the early extinguishment
                                            of Indebtedness;



 


		(vii)	



 


		(A)	cash fees, costs, expenses, premiums,
                                            penalties or other losses incurred in connection with any acquisition, any asset sale or
                                            other disposal, any recapitalisation, any investment, any issuance of equity interests by
                                            the Company or any issuance, incurrence or repayment of any Indebtedness by the Company or
                                            its Subsidiaries, the amortisation of any deferred financing charges, and/or any refinancing
                                            transaction or modification or amendment of any debt instrument (including any transaction
                                            undertaken but not completed) and



 


		(B)	non-recurring or unusual expenses, charges
                                            or losses



 


in an aggregate amount for clauses
(A) and (B) not to exceed ten percent (10%) of Consolidated EBITDA for any Reference Period (as calculated without giving effect
to the add-back of any item pursuant to this clause (vii)),


 


		(b)	minus to the extent included in Consolidated
                                            Net Income for such period:



 


		(i)	interest income;



 


		(ii)	income tax benefits (to the extent not
                                            netted from tax expense);



 






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		(iii)	any cash payments made during such period
                                            in respect of items described in sub-paragraph (a)(v) above subsequent to the Financial
                                            Quarter in which the relevant non-cash expense, charge or loss was incurred; and



 




 


		(iv)	gains
                                            attributable to the early extinguishment of Indebtedness,



 


all calculated for the Company and
its Financial Subsidiaries in accordance with U.S. GAAP on a consolidated basis.


 


"Consolidated Indebtedness"
means at any time, the aggregate Indebtedness of the Company and its Financial Subsidiaries calculated on a consolidated basis as of
such time in accordance with U.S. GAAP but excluding 75% of the principal amount of any mandatorily convertible unsecured bonds, debentures,
preferred stock or similar instruments in a principal amount not exceeding USD 500,000,000 (or its equivalent in any other currency or
currencies) in the aggregate during the term of this Agreement which are payable in no more than three years (whether by redemption,
call option or otherwise) solely in common stock or other common equity interests.


 


"Consolidated Interest Expense"
means with reference to any Relevant Period, the interest payable on, and amortisation of debt discount in respect of, all Indebtedness
of the Company and its Financial Subsidiaries calculated on a consolidated basis for such period in accordance with U.S. GAAP.


 


"Consolidated Net Income"
means for any Relevant Period, the net income (or loss) of the Company and its Financial Subsidiaries calculated in accordance with U.S.
GAAP on a consolidated basis (without duplication) for such Relevant Period.


 


"Consolidated Revenues"
means, with reference to any Relevant Period, total revenues of the Company and its Financial Subsidiaries calculated in accordance with
U.S. GAAP on a consolidated basis for such Relevant Period.


 


"Consolidated Tangible Assets"
means, as of the date of determination thereof, Consolidated Total Assets minus the Intangible Assets of the Company and its Financial
Subsidiaries as of that date.


 


"Consolidated Total Assets"
means as of the date of determination thereof total assets of the Company and its Financial Subsidiaries calculated in accordance with
U.S. GAAP on a consolidated basis as of such date.


 


"Financial Subsidiary"
means any person which is (or is required to be) consolidated by the Company into its consolidated financial statements pursuant to U.S.
GAAP.


 


"Indebtedness" means,
as to any person at a particular time, without duplication, all of the following, but only to the extent included as indebtedness or
liabilities in accordance with U.S. GAAP:


 


		(a)	all obligations of such person for borrowed
                                            money;



 


		(b)	all obligations of such person evidenced
                                            by bonds, debentures, notes, loan agreements or similar instruments;



 


		(c)	all obligations of such person to pay
                                            the deferred purchase price of property or services (other than accounts payable incurred
                                            in the ordinary course of business or any earn-out obligations);



 






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		(d)	all obligations of such person in respect
                                            of indebtedness (excluding prepaid interest thereon) secured by Security on property owned
                                            or being purchased by such person (including indebtedness arising under conditional sales
                                            or other title retention agreements) whether or not such indebtedness shall have been assumed
                                            by such person or is limited in recourse;



 


		(e)	all obligations of such person for unreimbursed
                                            payments made under letters of credit (including standby and commercial letters of credit),
                                            bankers' acceptances and bank guarantees;



 


		(f)	all obligations of such person in respect
                                            of finance leases of such person;



 


		(g)	(in respect of this Clause 20 (Financial
                                            Covenants) only for the purpose of calculating Consolidated Indebtedness) all net obligations
                                            of such person under any Swap Agreement pertaining to interest rates; and



 


		(h)	all guarantees granted by such person
                                            in respect of any of the foregoing;



 


provided that the term “Indebtedness”
shall not include obligations in respect of operating leases regardless of whether they appear on the balance sheet of such person. For
the purposes of this definition, the Indebtedness of any person shall include the Indebtedness of any partnership or joint venture (other
than a joint venture that is itself a corporation, limited liability company or other limited liability entity) in which such person
is a general partner or a joint venture, unless such Indebtedness is expressly made non-recourse to such person. The amount of any net
obligation under a Swap Agreement on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of
any finance lease as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. Upon
the defeasance or satisfaction and discharge of Indebtedness in accordance with the terms of such Indebtedness, such Indebtedness will
cease to be "Indebtedness" hereunder (upon the giving or mailing of a notice of redemption and redemption funds being deposited
with a trustee or paying agent or otherwise segregated or held in trust or under an escrow or other funding arrangement for the sole
purpose of repurchasing, redeeming, defeasing, repaying, satisfying and discharging, or otherwise acquiring or retiring such Indebtedness,
or other substantially comparable processes).


 


"Intangible Assets"
means the aggregate amount, for the Company and its Financial Subsidiaries on a consolidated basis, of all assets classified as intangible
assets under U.S. GAAP, including, without limitation, customer lists, acquired technology, goodwill, computer software, trademarks,
patents, copyrights, organisation expenses, franchises, licenses, trade names, brand names, mailing lists, catalogues, unamortised debt
discount and capitalised research and development costs.


 


"Interest Coverage"
means the ratio of Consolidated EBITDA to Consolidated Interest Expense.


 


"Leverage" means the
ratio of Consolidated Indebtedness to Consolidated EBITDA.


 


"Quarter Date" means
each of 31 March, 30 June, 30 September and 31 December.


 


"Relevant Period"
means each period of twelve months ending on a Quarter Date.


 






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	20.2	Financial
                                            condition



 


The Company shall ensure that:


 


		(a)	Maximum
                                            Leverage: the ratio of (i) (x) the Company's Consolidated Indebtedness minus (y) the
                                            Liquidity Amount to (ii) Consolidated EBITDA, in each case in respect of any Relevant
                                            Period ending on or after 30 June 2022 shall not exceed a ratio of 3.50 to 1.00; provided
                                            that the Company may by written notice to the Agent for distribution to the Lenders (which
                                            notice may be in the Compliance Certificate for the applicable fiscal quarter) and
                                            not more than twice during the term of this Agreement, elect to increase the Maximum Leverage
                                            ratio to 4.00 to 1.00 for a period commencing with the fiscal quarter in which the applicable
                                            acquisition occurs and the four (4) consecutive fiscal quarters ending thereafter in
                                            connection with a Material Acquisition (as defined in paragraph (c) of Clause 20.3 (Financial
                                            testing)) that involves the payment of consideration (including assumed debt) by the
                                            Company and/or its Financial Subsidiaries in excess of USD 75,000,000 (or its equivalent
                                            in any other currency or currencies) occurring during the fiscal quarter in which the applicable
                                            acquisition occurs.



 


		(b)	Minimum Interest Coverage: the Company's
                                            Interest Coverage ratio in respect of any Relevant Period ending on or after 30 June 2022
                                            shall not be less than a ratio of 3.00:1.



 


	20.3	Financial
                                            testing



 


		(a)	The financial covenants set out in Clause
                                            20.2 (Financial condition) shall be tested as of the last day of each Relevant Period
                                            (and for the first time for the Relevant Period ending on 30 June 2022) by reference
                                            to each of the financial statements of the Company delivered pursuant to paragraphs (a) and
                                            (d) of Clause 19.1 (Financial statements) and/or each Compliance Certificate
                                            delivered pursuant to Clause 19.2 (Compliance Certificate).



 


		(b)	For the avoidance of doubt, the financial
                                            covenants set out in Clause 20.2 (Financial condition) shall be tested based on the
                                            consolidated financial statements of the Company and include any Financial Subsidiary.



 


		(c)	For the purposes of calculating Consolidated
                                            EBITDA and/or Consolidated Interest Expense for any Relevant Period:



 


		(i)	if at any time during such Relevant Period
                                            the Company or any Financial Subsidiary shall have made any Material Disposal, the Consolidated
                                            EBITDA for such Relevant Period shall be reduced by an amount equal to the Consolidated EBITDA
                                            (if positive) attributable to the property that is the subject of such Material Disposal
                                            for such Relevant Period or increased by an amount equal to Consolidated EBITDA (if negative)
                                            attributable thereto for such Relevant Period; and



 


		(ii)	if during such Relevant Period the Company
                                            or any Financial Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for
                                            such Relevant Period shall be calculated after giving effect thereto on a pro forma basis
                                            as if such Material Acquisition occurred on the first day of such Relevant Period; and



 


		(iii)	Consolidated Interest Expense shall
                                            be determined for such period on a pro forma basis as if such acquisition or disposal, and
                                            any related incurrence or repayment of Indebtedness, had occurred at the beginning of such
                                            period.



 






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As used in this paragraph (c):


 


"Material Acquisition" means any acquisition
of property or a series of related acquisitions of property that:


  


		(i)	constitutes:



 


		(A)	assets comprising all or substantially all or any significant portion of a business or operating unit
of a business; or



 


		(B)	all or substantially all of the common stock or other Equity Interests of a person; and



 


		(ii)	involves the payment of consideration (including assumed debt) by the Company and its Financial Subsidiaries
in excess of USD 10,000,000 (or its equivalent in any other currency or currencies).



 


"Material Disposal" means any sale, transfer
or disposal of property or series of related sales, transfers or disposal of property that


 


		(i)	constitutes:



 


		(A)	assets comprising all or substantially all or any significant portion of a business or operating unit
of a business; or



 


		(B)	all or substantially all of the common stock or other Equity Interests of a person, and



 


		(ii)	involves gross proceeds to the Company or any of its Financial Subsidiaries in excess of USD 10,000,000
(or its equivalent in any other currency or currencies).



 


		21.	GENERAL UNDERTAKINGS



 


The undertakings in this Clause 21 (General
undertakings) remain in force from the date of this Agreement until both (i) the Commitments have expired or been terminated
and (ii) all L/Gs have been repaid in full as set out in Clause 8 (Repayment) of this Agreement and there is no other amount
outstanding under the Finance Documents.


 


		21.1	Authorisations



 


The Company shall and shall cause each
of its Material Subsidiaries to:


 


		(a)	preserve and do all that is necessary to maintain in full force and effect its legal existence; and



 


		(b)	take, or cause to be taken, all reasonable actions to preserve, renew and keep in full force and effect
the rights, qualifications, licenses, permits, privileges, franchises, Authorisations and intellectual property rights material to the
conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted
except, for the purposes of this paragraph (b) only, to the extent the failure to do so would not reasonably be expected to have
a Material Adverse Effect,



 


provided
that the foregoing shall not:


 


		(i)	prohibit any merger, consolidation, amalgamation, disposition, liquidation or dissolution permitted under
Clause 21.5 (Merger); and



 






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		(ii)	require any member of the Group to preserve any right, qualification, license, permit, privilege, franchise,
Authorisation, intellectual property right or authority to conduct its business if any member of the Group shall determine that the preservation
thereon is no longer desirable in the conduct of the business of any member of the Group and that the loss thereof is not disadvantageous
in any material respect to any member of the Group or the Lenders.



  


		21.2	Compliance with laws



 


Each Obligor shall (and the Company
shall ensure that its Subsidiaries will) comply with all laws, rules, regulations and orders of any Governmental Authority applicable
to it or its property (including without limitation Environmental Laws), in each case except whether the failure to do so, individually
or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Company will maintain in effect and
enforce policies and procedures reasonably designed to promote compliance in all material respects by the Company, its Subsidiaries and
their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, provided that such undertaking
shall (to the extent it relates to Sanctions) not be given (i) by/in respect of any Obligor or (ii) to any Lender to the extent
that such undertaking would result in any violation of, conflict with or liability under EU Regulation (EC) 2271/96, section 7 of the
German Foreign Trade Ordinance (Außenwirtschaftsverordnung) or a similar anti-boycott statute.


 


		21.3	Negative pledge



 


		(a)	Except as permitted under paragraph (b) below, no Obligor shall (and the Company shall ensure that
no other member of the Group will) create or permit to subsist any Security over or with respect to any of its assets, whether now owned
or hereafter acquired, or assign any right to receive income.



 


		(b)	Paragraph (a) above shall not apply to any Security which is:



 


		(i)	Security, if any, pursuant to any Finance Document (including Security on any cash in favour of an Issuing
Bank required pursuant to the terms of this Agreement);



 


		(ii)	Security existing on the date of this Agreement (i) that does not exceed USD 1,000,000 (or its equivalent
in any other currency or currencies) or (ii) listed on Schedule 17 (List of Existing Financial Indebtedness and Existing Security)
and any renewals or extensions thereof; provided that the property covered thereby is not increased and any renewal or extension
of the obligations secured or benefited thereby is permitted by sub-paragraph (ii) of paragraph (b) of Clause 21.14 (Financial
Indebtedness);



 


		(iii)	Security for taxes not yet due and payable or which are being contested in good faith and by appropriate
proceedings in the circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable person in accordance
with Applicable GAAP;



 


		(iv)	carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Security arising in the
ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith and by
appropriate proceedings in the circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable
person to the extent required in accordance with Applicable GAAP;



  



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		(v)	pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment
insurance and other social security legislation (including, but not limited to, section 8a of the German Semi-retirement Act (Altersteilzeitgesetz)
and section 7d of the German Social Law Act No. 4 (Sozialgesetzbuch IV) but other than any Security imposed by ERISA), including
cash collateral for obligations in respect of letters of credit, guarantee obligations or similar instruments related to the foregoing,
and deposits securing liability insurance carriers under insurance or self-insurance arrangements in the ordinary course of business;






 


		(vi)	pledges or deposits (including cash collateral for obligations in respect of letters of credit and bank
guarantees) to secure the performance of bids, trade contracts and leases (other than Financial Indebtedness), statutory obligations,
surety bonds (other than bonds related to judgements or litigation), performance bonds and other obligations of a like nature incurred
in the ordinary course of business;



 


		(vii)	easements, rights-of-way, restrictions and other similar encumbrances affecting real property and other
minor defects or irregularities in title and other similar encumbrances including the reservations, limitations, provisos and conditions,
which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property
of the Group taken as a whole or materially interfere with the ordinary conduct of the business of the applicable person;



 


		(viii)	Security securing Financial Indebtedness permitted under sub-paragraph (b)(iv) of Clause 21.14 (Financial
Indebtedness) provided that:



 


		(A)	such Security does not at any time encumber any property other than the property financed by such Financial
Indebtedness; and



 


		(B)	the Financial Indebtedness secured thereby does not exceed the cost or fair market value, whichever is
lower, of the property being acquired on the date of acquisition;



 


		(ix)	Security securing Financial Indebtedness permitted under sub-paragraph (b)(xviii) of Clause 21.14
(Financial Indebtedness) below;



 


		(x)	statutory rights of set-off arising in the ordinary course of business;



 


		(xi)	Security existing on the property at the time of acquisition thereof by any member of the Group and not
created in contemplation thereof;



 


		(xii)	Security existing on property of a Subsidiary of the Company at the time such Subsidiary of the Company
is merged, consolidated or amalgamated with or into, or acquired by, any member of the Group or becomes a Subsidiary of the Company and
not created in contemplation thereof;



 


		(xiii)	Security in favour of banks which arise under Article 4 of the Uniform Commercial Code on items in
collection and documents relating thereto and the proceeds thereof or which arise under banks' standard terms and conditions;



 


		(xiv)	judgement Security in respect
of judgements that do not constitute an Event of Default under Clause 22.12 (Adverse Judgement) or Security securing appeal or
surety bonds related to such judgements, in particular but not limited to any Security granted or to be granted by Coperion GmbH in connection
with a litigation between Jürgen Horstmann and, inter alios, ThyssenKrupp Technologies Beteiligungen and Coperion GmbH;



 






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		(xv)	any interest or title of a landlord, lessor or sublessor under any lease of real estate or any Security
affecting solely the interest of the landlord, lessor or sublessor;



 


		(xvi)	leases, licenses, subleases or sublicenses granted:



 


		(A)	to others not interfering in any material respect with the business of the Group, taken as a whole; or



 


		(B)	between or among any member of the Group;



 


		(xvii)	purported Security evidenced by the filing of precautionary UCC financing statements, PPSA financing statements
or similar filings relating to operating leases of personal property entered into by any member of the Group in the ordinary course of
business;



 


		(xviii)	any interest or title of a licensor under any license or sublicense entered into by any member of the
Group as a licensee or sublicensee:



 


		(A)	existing on the date of this Agreement; or



 


		(B)	in the ordinary course of business;



 


		(xix)	with respect to any real property, immaterial title defects or irregularities that do not, individually
or in the aggregate, materially impair the use of such real property;



 


		(xx)	Security on any cash earnest money deposits or other escrow arrangements made in connection with any letter
of intent or purchase agreement;



 


		(xxi)	Security in favour of customs and revenue authorities arising as a matter of law to secure payment of
customs duties in connection with the importation of goods;



 


		(xxii)	Security arising out of sale and leaseback transactions;



 


		(xxiii)	customary rights of first refusal, "tag along" and "drag along" rights, and put and
call arrangements under joint venture agreements;



 


		(xxiv)	Security on treasury stock of the Company;



 


		(xxv)	Security (x) in favour of collecting or payor banks having a right of set-off, revocation, refund
or chargeback with respect to money or instruments on deposit with or in possession of such bank, (y) attaching to commodity trading
accounts or other brokerage accounts incurred in the ordinary course of business or (z) in favor of banking institutions arising
as a matter of law or standard business terms and conditions encumbering deposits (including the right of setoff) and which are within
the general parameters customary in the banking industry;



 


		(xxvi)	Security securing obligations (contingent or otherwise) of any member of the Group existing or arising
under any Swap Agreement;



 






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		(xxvii)	other Security securing liabilities or assignments of rights to receive income in an aggregate amount
at any time outstanding not to exceed the greater of USD 150,000,000 (or its equivalent in another currency or currencies) and 15% of
Consolidated Tangible Assets (calculated as of the end of the immediately preceding Financial Quarter for which the Company's financial
statements were most recently delivered pursuant to Clause 19.1 (Financial Statements) or, if prior to the date of the delivery
of the first financial statements to be delivered pursuant to Clause 19.1 (Financial Statements), the most recent financial statements
referred to in Clause 18.13 (Financial statements)) at any time outstanding,



  


provided
that, for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred if, at the time of the creation,
incurrence, assumption or initial existence thereof, such Security was permitted to be incurred pursuant to this paragraph (xxvii) notwithstanding
a decrease after such time in the basket amount permitted under this paragraph (xxvii) as a result of a decrease in Consolidated
Tangible Assets; and


 


		(xxviii)	Security on property or assets deposited with a trustee or paying agent or otherwise segregated or held
in trust or under an escrow or other funding arrangement for the sole purpose of repurchasing, redeeming, defeasing, repaying, satisfying
and discharging or otherwise acquiring or retiring Indebtedness.



 


		21.4	Disposals



 


		(a)	Except as permitted under paragraph (b) below, no Obligor shall (and the Company shall ensure that
no other member of the Group will), enter into a single transaction or a series of transactions and whether voluntary or involuntary to
sell, lease, transfer or otherwise dispose of all or substantially all of the assets of the Group, taken as a whole.



 


		(b)	Paragraph (a)shall not apply to:



 


		(i)	the Disposal by any Subsidiary of the Company of all or substantially all of its assets (upon voluntary
liquidation or otherwise) to the Company or to another Subsidiary of the Company provided that if the transferor in such a transaction
is a wholly owned Subsidiary of the Company, then the transferee must either be the Company or a wholly-owned-Subsidiary of the Company;



 


		(ii)	the Disposal by the Company of its treasury stock; and



 


		(iii)	the Company and any of its Subsidiaries entering into any transaction permitted by Clause 21.5.5 (Merger).



 


		21.5	Merger



 


		(a)	Except as permitted under paragraph (b) below, no Obligor shall (and the Company shall ensure that
no other member of the Group will) merge, consolidate or amalgamate with or into another person.



 


		(b)	Paragraph (a) shall not apply to:



 


		(i)	any Subsidiary of the Company:



 


		(A)	merging or consolidating with or into the Company, provided that the Company shall be the continuing
or surviving person; or



 






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		(B)	merging, consolidating or amalgamating with any one or more other Subsidiaries of the Company, provided
that when any wholly-owned Subsidiary of the Company is merging or amalgamating with another Subsidiary of the Company, the wholly
owned Subsidiary of the Company shall be the continuing or surviving person (or the continuing corporation resulting from such amalgamation,
shall be the wholly owned Subsidiary of the Company);



  


		(ii)	any member of the Group merging (or in the case of a Subsidiary of the Company, amalgamating) with any
person in a transaction that would be an acquisition permitted under paragraph (b) of Clause 21.13 (Acquisitions) or a Disposal
that is permitted under paragraph (b) of Clause 21.4 (Disposals) provided that in the case of an acquisition:



 


		(A)	if the Company is a party to such merger, it shall be the continuing or surviving person; or



 


		(B)	if any Obligor (other than the Company) is a party to such merger or amalgamation, such Obligor shall
be the continuing or surviving person (or the continuing corporation resulting from such amalgamation shall be the Obligor and shall have
executed and delivered to the Agent a confirmation to that effect reasonably satisfactory to the Agent); and



 


		(iii)	any member of the Group entering into any transaction permitted by paragraph (b) of Clause 21.4 (Disposals).



 


		21.6	Change of business



 


No Obligor shall (and the Company shall
ensure that no other member of the Group will) enter into any material line of business if, after giving effect thereto, the business
of the Group (taken as a whole) would be substantially different from the business in which the Group (taken as a whole) are presently
engaged provided that this Clause 21.6 shall not prohibit the Company or its Subsidiaries from entering into (x) any line of
business that is reasonably related, incidental, ancillary or complementary to, or any reasonable extension, development or expansion
of, the business in which the Company and its Subsidiaries, taken as a whole, are presently engaged, or (y) any other non-core incidental
businesses acquired in connection with any acquisition or investment not prohibited hereunder.


 


		21.7	Centre of Main Interests and Establishments



 


Each Obligor incorporated in a member
state of the European Union shall cause its registered office and "centre of main interests" (as that term is used in Article 3(1) of
the regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast)) to
be situated solely in its jurisdiction of incorporation and shall have an “establishment” (as that term is used in Article 2(10) of
the regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast)) situated
solely in its jurisdiction of incorporation.


 


		21.8	Preservation of assets and insurance



 


Each Obligor shall (and the Company
shall ensure that each member of the Group will):


 


		(a)	keep and maintain all property material to the conduct of the business of the Group (taken as a whole)
in good working order and condition, ordinary wear and tear excepted; and



 






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		(b)	maintain insurances with financially sound and reputable insurance companies or with a captive insurance
company that is an Affiliate of the Company in such amounts and against such risks as are customarily maintained by companies engaged
in the same or similar businesses operating in the same or similar locations.



  


		21.9	Pari passu



 


Each Obligor shall ensure that its payment
obligations under the Finance Documents rank at all time at least pari passu with the claims of all of its other unsecured and
unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.


 


		21.10	Taxation



 


Each Obligor shall (and the Company
shall ensure that each member of the Group will) pay and discharge all Taxes that, if not paid, would reasonably be expected to result
in a Material Adverse Effect before the same shall become delinquent or in default unless and only to the extent that:


 


		(a)	the validity or amount of such payment is being contested in good faith by appropriate proceedings;



 


		(b)	the Company or such member of the Group has set aside on its books adequate reserves with respect thereto
in accordance with Applicable GAAP; and



 


		(c)	the failure to pay those Taxes would not reasonably be expected to result in a Material Adverse Effect.



 


		21.11	Compliance with Swiss Non-Bank Rules



 


Each Swiss Borrower shall ensure at
any time that it is in compliance with the Swiss Non-Bank Rules. This undertaking shall not be deemed to be breached if the Swiss Non-Bank
Rules are breached as a result solely of:


 


		(a)	a Lender has failed to comply with its obligations under Clause 23 (Changes to Lenders);



 


		(b)	a Lender ceased to be a Swiss Qualifying Bank other than as a result of any change after the date it became
a Finance Party under this Agreement in (or in the interpretation, administration or application of) any law or any published practice
or concession of any relevant taxing authority.



 


		21.12	Access



 


Each Obligor shall (and the Company
shall ensure that each member of the Group will):


 


		(a)	keep proper books of record and accounts of all material financial dealings and transactions in relation
to its business activities, which entries are true and correct in all material respects and, subject to Clause 19.1 (Financial
Statements), in form permitting financial statements conforming with GAAP to be derived therefrom; and



 


		(b)	permit that representatives designated by the Agent access at reasonable times and upon reasonable prior
notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and, provided that any member of the Group is afforded the opportunity to participate in such discussions,
its independent accountants, all at such reasonable times and as often as reasonably requested, provided that such visitations,
inspections or examinations shall not occur more frequently than once per calendar year so long as no Event of Default has occurred and
is continuing.



 






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The Company acknowledges that the Agent,
after exercising its rights of inspection, may, subject to Clause 35 (Confidentiality), prepare and distribute to the Lenders
certain reports pertaining to the Group's assets for internal use by the Agent and the Lenders. Notwithstanding anything to the contrary
in this Clause 21.12, no member of the Group will be required to disclose, permit the inspection, examination or making of extracts, or
discussion of, any documents, information or other matter that:


 


		(i)	constitutes non-financial trade secrets or non-financial proprietary information;



 


		(ii)	in respect of which disclosure to the Agent (or any designated representative) is then prohibited by law
or any agreement binding on any member of the Group; or



 


		(iii)	is subject to lawyer-client or similar privilege which constitutes lawyer work-product.



 


		21.13	Acquisitions



 


		(a)	Except as permitted under paragraph (b) below, no Obligor shall (and the Company shall ensure that
no other member of the Group will) acquire (in one or a series of transactions) all of the capital stock or equity interests or all or
substantially all of the assets of any person.



 


		(b)	Paragraph (a) shall not apply to any acquisition of all of the capital stock or equity interests
or all or substantially all of the assets of any person where:



 


		(i)	immediately before and after giving effect thereto, no Default shall have occurred and be continuing or
would result therefrom; and



 


		(ii)	(A)       the aggregate amount invested (including assumed debt) is less than or equal to USD 375,000,000
(or its equivalent in any other currency or currencies); or



 


		(B)	the aggregate amount invested (including assumed debt) is greater than USD 375,000,000 (or its equivalent
in any other currency or currencies), and not less than five Business Days prior to the consummation of any such acquisition or series
of acquisitions, the Company delivers to the Agent relevant financial information, statements and projections reasonably requested by
the Agent for the Relevant Period ending on the last day of the Financial Quarter for which consolidated financial statements have most
recently been delivered pursuant to Clause 19.1 (Financial statements), such relevant financial statements giving effect to the
acquisition of the company or business on a pro forma basis and to be delivered together with a certificate by a Responsible Officer of
the Company demonstrating pro forma compliance with Clause 20 (Financial Covenants) after giving effect to such acquisition or
series of acquisitions for that Relevant Period.



 






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		21.14	Financial Indebtedness



  


		(a)	Except as permitted under paragraph (b) below, no Obligor shall (and the Company shall ensure that
no member of the Group will) incur or allow to remain outstanding any Financial Indebtedness.



 


		(b)	Paragraph (a) shall not apply to:



 


		(i)	Financial Indebtedness arising under the Finance Documents;



 


		(ii)	Financial Indebtedness that:



 


		(A)	is outstanding on the date hereof and is less than USD 2,000,000 (or its equivalent in any other currency
or currencies) individually or USD 15,000,000 in the aggregate; or



 


		(B)	arises or is incurred under agreements listed in Schedule 17 (List of Existing Financial Indebtedness
and Existing Security) and any refinancings, refundings, renewals or extensions thereof,



 


provided
that the amount of such Financial Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension
except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection
with such refinancing and by an amount equal to any existing commitments unutilised thereunder;


 


		(iii)	obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap
Agreement, provided that such obligations are (or were) entered into in the ordinary course of business and not for purposes of
speculation;



 


		(iv)	Financial Indebtedness in respect of finance leases and purchase money obligations for fixed or capital
assets and any refinancings, refundings, renewals or extensions thereof provided that the amount of such Financial Indebtedness
is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or
other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to
any existing commitments unutilised thereunder provided that the only property subject to such finance leases and purchase money
obligations is the property so acquired;



 


		(v)	Financial Indebtedness that may be deemed to exist pursuant to surety bonds, appeal bonds, supersedeas
bonds or similar obligations incurred in the ordinary course of business;



 


		(vi)	so long as no Default has occurred
and is continuing or would result therefrom at the time of incurrence, any other unsecured Financial Indebtedness of (x) the Company
or any Guarantor and (y) any Borrower under and as defined in the Existing US Facility Agreement which is a Foreign Subsidiary, in
the case of clause (y), in an aggregate principal amount not to exceed the greater of (i) USD 200,000,000 and (ii) 20%
of Consolidated Tangible Assets (calculated as of the end of the immediately preceding Financial Quarter for which the Company’s
financial statements were most recently delivered pursuant to paragraph (a) or (d) of Clause 19.1 (Financial statements)
or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to paragraph (a) or (d) of
Clause 19.1 (Financial statements), the Original Financial Statements provided that, in each case, such Financial Indebtedness
is not senior in right of payment to the payment of the Financial Indebtedness arising under this Agreement and the Finance Documents;



 






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		(vii)	Financial Indebtedness of a Subsidiary of the Company to the Company or any of the Company's other Subsidiaries
or Financial Indebtedness of the Company to any Subsidiary of the Company in connection with loans or advances provided that each
item of intercompany debt shall be unsecured and such Financial Indebtedness shall only be permitted under this sub-paragraph (b)(vii) to
the extent it will be eliminated for the purposes of the consolidated financial statements of the Company in accordance with U.S. GAAP;



 


		(viii)	Financial Indebtedness arising as a result of the endorsement in the ordinary course of business of negotiable
instruments in the course of collection;



 


		(ix)	[reserved];



 


		(x)	guarantees by the Company of Financial Indebtedness of any Subsidiary of the Company and by any Subsidiary
of the Company of Financial Indebtedness of the Company or any other Subsidiary of the Company provided that the Financial Indebtedness
so guaranteed is permitted by this paragraph (b);



 


		(xi)	Financial Indebtedness owed to any person providing workers' compensation, health, disability or other
employee benefits or property, casualty, liability or other insurance to the Company or any Subsidiary of the Company, including pursuant
to reimbursement or indemnification obligations to such person, in each case incurred in the ordinary course of business;



 


		(xii)	customary contingent indemnification obligations to purchasers in connection with any Disposal;



 


		(xiii)	Financial Indebtedness of any person that becomes a Subsidiary of the Company after the date of this Agreement,
provided that such Financial Indebtedness exists at the time such person becomes a Subsidiary of the Company and is not created
in contemplation thereof, and any refinancings, refundings, renewals or extensions thereof, provided that the amount of such Financial
Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable
premium or other reasonable amount paid and fees and expenses reasonably incurred, in connection with such refinancing and by an amount
equal to any existing commitments unutilised thereunder;



 


		(xiv)	Financial Indebtedness in respect of netting services, cash management obligations, overdraft protections
and otherwise in connection with deposit accounts and Financial Indebtedness arising from the honouring by a bank or other financial institution
of a cheque, draft or similar instrument inadvertently (except in the case of daylight overdrafts) being drawn against insufficient funds
in the ordinary course of business;



 


		(xv)	Financial Indebtedness with respect to the deferred purchase price of property acquired and any refinancings,
refundings, renewals or extensions thereof provided that the amount of such Financial Indebtedness is not increased at the time
of such refinancing, refunding, renewal or extension except by an amount equal to any existing commitments unutilised thereunder or by
an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred, in connection with
such refinancing and by an amount equal to any existing commitments unutilised thereunder;



 






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		(xvi)	Financial Indebtedness incurred in respect of credit cards, credit card processing services, debit cards,
stored value cards or purchase cards (including so-called "procurement cards" or "P-cards") in each case, incurred
in the ordinary course of business;



 


		(xvii)	contingent liabilities in respect of any indemnification obligations, adjustment of purchase price, non-compete,
or similar obligations (other than guarantees of any Financial Indebtedness for borrowed money) of the Company or any Subsidiary of the
Company incurred in connection with the consummation of one or more acquisitions;



 


		(xviii)	other Financial Indebtedness not covered under paragraphs (i) to (xvii) above in an aggregate
principal amount not to exceed the greater of:



 


		(A)	USD 150,000,000 (or its equivalent in any other currency or currencies); and



 


		(B)	15 per cent. of Consolidated Tangible Assets (calculated as of the end of the immediately preceding Financial
Quarter for which the Company's financial statements were most recently delivered pursuant to Clause 19.1 (Financial statements),
or if prior to the date of the delivery of the first financial statements to be delivered pursuant to Clause 19.1 (Financial statements),
the Original Financial Statements) provided that for the avoidance of doubt, no Default or Event of Default shall be deemed to
have occurred if, at the time of creation, incurrence, assumption or initial existence thereof, such Financial Indebtedness was permitted
to be incurred pursuant to this sub-paragraph (xviii) notwithstanding a decrease after such time in the basket amount permitted under
this sub-paragraph (xviii) as a result of a decrease in Consolidated Tangible Assets.



 


		21.15	Permitted Distributions and Payments



 


		(a)	Except as permitted under paragraph (b) below, no Obligor shall (and the Company shall ensure that
no member of the Group will) declare or make any Restricted Payment or incur any obligation (contingent or otherwise) to do so.



 


		(b)	Paragraph (a) above shall not apply to:



 


		(i)	any Subsidiary of the Company making Restricted Payments to any member of the Group (and, in the case
of a Restricted Payment by a non-wholly-owned Subsidiary of the Company, such Restricted Payment may be made to each other owner of capital
stock or other equity interests of such Subsidiary of the Company on a pro rata basis based on their relative ownership interests);



 


		(ii)	any member of the Group declaring or making any dividend payments or other distributions payable solely
in the common stock or other common equity interests of such person;



 


		(iii)	any member of the Group purchasing, redeeming or otherwise acquiring shares of its common stock or other
common equity interests or warrants or options to acquire any such shares with the proceeds received from the substantially concurrent
issue of new shares of its common stock or other common equity interests;



 






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		(iv)	any member of the Group making
distributions to or payments on behalf of current and former employees, officers or directors of any member of the Group (or any spouses,
ex-spouses, trusts or estates of any of the foregoing) on account of exercises, purchases, redemptions or other acquisitions of Equity
Interests of any member of the Group held by such persons (including to pay for the taxes payable by such persons in connection
with a grant or award of Equity Interests of any member of the Group or upon the vesting thereof) and repurchasing Equity Interests issued
to current or former employees, officers, directors or managers upon death, disability or termination of employment of such person or
pursuant to the terms of any subscription, stockholder or other agreement or plan approved any member of the Group's board of directors
(or any committee thereof); and



 


		(v)	the Company declaring and paying
cash dividends to its stockholders and purchasing, redeeming or otherwise acquiring shares of its capital stock or warrants, rights or
options to acquire any such shares for cash provided that (i) the Company is in compliance with the Leverage Ratio
set forth in Clause 20.2 (Financial condition) (a) (calculated as of the end of the immediately preceding fiscal quarter
for which the Company’s financial statements were most recently delivered pursuant to Section Clause 19.1 (Financial
statements)) on a pro forma basis immediately after giving effect to such proposed action in this clause (vii) and the incurrence
of any Indebtedness incurred to take any such proposed action in this clause (vii) and (ii) immediately after giving effect
to such proposed action in this clause (vii), no Event of Default would exist.



 


		21.16	Burdensome Agreements



 


		(a)	No Obligor shall (and the Company shall ensure that no member of the Group will) enter into any Contractual
Obligation that limits the ability:



 


		(i)	of any Subsidiary of the Company to make Restricted Payments to the Company;



 


		(ii)	of any Subsidiary of the Company to guarantee the Financial Indebtedness of the Borrowers under the Finance
Documents; or



 


		(iii)	of any member of the Group to create, incur, assume or suffer to exist Security on property of such person
to secure the obligations of the Obligors under the Finance Documents,



 


		(b)	Paragraph (a) of this Clause 21.16 (Burdensome Agreements) shall not apply to any Contractual
Obligation:



 


		(i)	set out in this Agreement or any other Finance Document;



 


		(ii)	on subletting or assignment of any leases or licenses of any member of the Group or on the assignment
of a Contractual Obligation or any rights thereunder or any other customary non-assignment provisions, in each case entered into in the
ordinary course of business;



 


		(iii)	set out in Contractual Obligations for the disposal of assets (including any Equity Interests in any Subsidiary
of the Company) of any member of the Group provided that such restrictions and conditions apply only to the assets or Subsidiary
of the Company that is to be sold;



 






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		(iv)	[reserved];



 


		(v)	set out in any Contractual Obligation governing Financial Indebtedness permitted under sub-paragraphs
(ii), (iv), (vi), (x), (xiii), (xv), or (xviii) of paragraph (b) of Clause 21.14 (Financial Indebtedness);



 


		(vi)	with respect to cash or other deposits (including escrowed funds) received by any member of the Group
in the ordinary course of business and assets subject to Security permitted by sub-paragraphs (ii), (v), (vi), (vii), (x), (xi), (xii),
(xiv), (xx), (xxii), or (xxviii) of paragraph (b) of Clause 21.3 (Negative pledge);



 


		(vii)	set out in joint venture agreements or other similar agreements concerning joint ventures and applicable
solely to such joint venture;



 


		(viii)	set out in any Contractual Obligation relating to an asset being acquired existing at the time of acquisition
or a Subsidiary of the Company existing at the time such Subsidiary of the Company is merged, consolidated or amalgamated with or into,
or acquired by, any member of the Group or becomes a Subsidiary of the Company and, in each case, not in contemplation thereof;



 


		(ix)	contained in any trading, netting, operating, construction, service, supply, purchase, credit card, credit
card processing service, debit card, stored value card, purchase card (including a so-called “procurement card” or “P-card”)
or other agreement to which any member of the Group is a party and entered into in the ordinary course of business; provided that such
agreement prohibits the encumbrance of solely the property or assets of any member of the Group that are the subject of such agreement,
the payment rights arising thereunder, the accounts associated with such agreement, or the proceeds thereof and does not extend to any
other asset or property of any member of the Group or the assets or property of any other Subsidiary;



 


		(x)	(A) existing by virtue of any transfer of, agreement to transfer, option or right with respect to,
or Security in, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by this Agreement (so long as
such limitation or restriction applies only to the property or assets subject to such transfer, agreement to transfer, option, right or
Security), (B) contained in mortgages, pledges or other security agreements securing Financial Indebtedness of a Subsidiary to the
extent restricting the transfer of the property or assets subject thereto, (C) pursuant to customary provisions restricting dispositions
of real property interests set forth in any reciprocal easement agreements of any member of the Group, (D) pursuant to customary
provisions in any swap or derivative transactions (including any Swap Agreement), (E) pursuant to customary provisions in leases
or licenses of intellectual property (or in other contracts governing intellectual property rights) and other similar agreements entered
into in the ordinary course of business, (F) pursuant to customary net worth provisions contained in real property leases entered
into by Subsidiaries, so long as the Company has determined in good faith that such net worth provisions would not reasonably be expected
to impair the ability of the Group to meet their ongoing obligations or (G) on cash or other deposits imposed by customers under
contracts entered into in the ordinary course of business;



 






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		(xi)	customary restrictions and conditions contained in the document relating to Security permitted under this
Agreement, so long as (1) such restrictions or conditions relate only to the specific asset subject to such Security, and (2) such
restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Clause 21.16 (Burdensome
Agreements); or



  


		(xii)	customary restrictions required by, or arising by operation of law under, applicable law, rule or
regulation to the extent contained in a document relating to the Equity Interests or governance of any Foreign Subsidiary that is not
a Borrower.



 


		21.17	Use of Proceeds



 


		(a)	No Obligor shall (and the Company
shall ensure that no other member of the Group will) use the proceeds of any Utilisations, whether directly or indirectly, and whether
immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the Board) or to extend
credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose,
in each case, in violation of Regulation T, U and Regulation X of the Board. No Borrower will request any Letter of Credit, and no Borrower
shall use, and the Company shall procure that its other Subsidiaries shall not use, a Letter of Credit (i) for the purpose of making
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
in any material respect of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business
or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case, in violation of applicable Sanctions or (iii) in
any manner that would result in the violation of any Sanctions applicable to a party to this Agreement.



 


		(b)	Paragraph (a) above shall apply only to the extent that making of or compliance with such undertakings
does not result in a violation of, or conflict with, Section 7 of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung
(AWV)) Council Regulation (EC) No. 2271/96 of 22 November 1996 or any similar applicable antiboycott law or regulation provided
that to the extent that a Group Company cannot comply with the undertakings contained in paragraphs (a) above due to any such anti-boycott
laws or regulations, such Group Company shall comply with such provisions relating to any Sanctions that are applicable to or binding
upon such Group Company in its original jurisdiction.



 


		(c)	This Clause 21.17 shall not apply:



 


		(i)	to any Finance Party which qualifies as a resident party domiciled in the Federal Republic of Germany
((Inländer) within the meaning of section 2 paragraph 15 of the German Foreign Trade Act (Außenwirtschaftsgesetz)
in so far as it would result in a violation of or conflict with section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung);
or



 


		(ii)	to any Finance Party to which the Council Regulation (EC) 2271/1996 applies in so far as it would result
in a violation of or conflict with any provision of the Council Regulation (EC) 2271/1996; and



 


		(iii)	to any Group Company and any Finance Party, in each case, to which any other anti-boycott statute or regulation
applies in so far as it would result in a violation of or conflict with any provision of such other anti-boycott statute or regulation.



 






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		21.18	UK Pensions



  


The Company will ensure it is not knowingly
(including where it ought reasonably to know it is) a party, and will use best endeavors to procure that no Subsidiary is a party, to
any act or omission in relation to the Milacron Pension Scheme which has or is reasonably likely to have a Material Adverse Effect (including,
without limitation, in relation to the issuance of a contribution notice or financial support direction by the Pensions Regulator for
the purposes of the United Kingdom Pensions Act 2004 or the exercise of any Criminal Pension Power by the Pensions Regulator or CPS).


 


		21.19	Compliance with U.S. Regulations



 


No Obligor currently is required to
be registered as an "investment company" (as such term is defined in the United States Investment Company Act of 1940) and the
Company shall ensure that no Obligor is required to register as an investment company under such act if such registration would cause
the making of any Utilisation, or the application of the proceeds or repayment of any Utilisation by any Obligor or the consummation of
the other transactions contemplated by this Agreement, to violate any provision of such act or any rule, regulation or order of the SEC
thereunder.


 


		22.	EVENTS OF DEFAULT



 


Each of the events or circumstances
set out in this Clause 22 is an Event of Default (save for Clause 22.16 (Acceleration) and Clause 22.17 (Acceleration for Insolvency)).


 


		22.1	Non-payment



 


An Obligor does not pay on the due date
any amount payable by an Obligor pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable
unless:


 


		(a)	its failure to pay is caused by administrative or technical error; and



 


		(b)	payment is made within five Business Days of its due date.



 


		22.2	Financial covenants



 


Any requirement of Clause 20 (Financial
Covenants) is not satisfied.


 


		22.3	Other obligations



 


An Obligor does not comply with any
provision of the Finance Documents relating to an Obligor (other than those referred to in Clause 22.1 (Non-payment) and Clause
20 (Financial Covenants) above), and such failure shall continue unremedied for a period of 15 Business Days after notice thereof
from the Agent to the Company (which notice will be given at the request of any Lender).


 


		22.4	Misrepresentation



 


Any representation or warranty made
or deemed to be made by or on behalf of an Obligor in the Finance Documents or any amendment or modification thereof or waiver thereunder,
or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Finance Document
or any amendment or modification thereof or waiver thereunder, proves to have been incorrect in any material respect when made or deemed
to be made.


 






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		22.5	Cross default



 


		(a)	Any Material Indebtedness of any member of the Group is not paid when due which failure to pay is not
cured within any applicable grace period after delivery of any applicable required notice.



 


		(b)	Any Material Indebtedness of any member of the Group becomes due and payable prior to its specified maturity
as a result of an event of default (however described).



 


		(c)	Any creditor of any member of the Group becomes entitled, after the expiration of any applicable grace
period and delivery of any applicable required notice, to declare any Material Indebtedness of any member of the Group due and payable
prior to its specified maturity as a result of an event of default (however described).



 


		(d)	For the avoidance of doubt, paragraphs (b) and (c) shall not apply if any Material Indebtedness:



 


		(i)	becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material
Indebtedness;



 


		(ii)	becomes due as a result of a refinancing thereof permitted pursuant to this Agreement;



 


		(iii)	constitutes any reimbursement obligation in respect of a letter of credit as a result of a drawing thereunder
by a beneficiary therein in accordance with its terms;



 


		(iv)	is mandatorily prepayable prior to the scheduled maturity thereof with the proceeds of the issuance of
capital stock, the incurrence of other Material Indebtedness or the sale or other disposal of any assets, that has become due so long
as it is prepaid in full with such net proceeds required to be prepaid when due (or within any applicable grace period) and such event
shall not have otherwise resulted in an event of default with respect thereto;



 


		(v)	is repaid by way of any redemption, conversion or settlement that is convertible into Equity Interests
(and cash in lieu of fractional shares) and/or cash (in lieu of such Equity Interests in an amount determined by reference to the price
of the common stock of the Company at the time of such conversion or settlement) in the Company pursuant to its terms unless such redemption,
conversion or settlement results from a default thereunder or an event of a type that constitutes an Event of Default;



 


		(vi)	becomes due as a result of prepayments required by the terms of Indebtedness as a result of customary
provisions in respect of illegality, replacement of lenders and gross-up provisions for Taxes, increased costs, capital adequacy and other
similar customary requirements; and



 


		(vii)	becomes due as a result of any voluntary prepayment, redemption or other satisfaction of Indebtedness
becoming mandatory in accordance with the terms of such Indebtedness solely as the result of the Company or any Subsidiary delivering
a prepayment, redemption or similar notice with respect to such prepayment, redemption or other satisfaction.



 


		22.6	Insolvency



 


		(a)	The Company, any Borrower or
any Material Subsidiary is unable or admits in writing its inability or failure generally to pay its debts as they fall due and in particular
any Borrower or Material Subsidiary incorporated in Germany is unable to pay its debts as they fall due (zahlungsunfähig)
within the meaning of section 17 of the Insolvency Code (Insolvenzordnung).



 






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		(b)	Any Borrower or any Material Subsidiary (other than the Company, any other Borrower or any Material Subsidiary
incorporated in a jurisdiction of the U.S.):



 


		(i)	by reasons of actual or anticipated financial difficulties commences negotiations with its creditors in
general (or any class of them) with a view to rescheduling any of its indebtedness;



 


		(ii)	the value of the assets of which are less than its liabilities (taking into account contingent and prospective
liabilities) and under the laws of the respective jurisdiction of incorporation or organisation of that entity, this constitutes a reason
for the opening of insolvency proceedings;



 


		(iii)	which is a Borrower organized under the laws of England and Wales, or which is a Borrower capable of becoming
subject of an order for winding-up or administration under the Insolvency Act 1986, is deemed to or declared to be unable to pay its debts
when due.



 


		(c)	Any Material Subsidiary or any Borrower incorporated in Germany is deemed to or declared to be unable
to pay its debts when due, suspends or announces its intention to suspend payments of any of its debts, is over-indebted (überschuldet)
within the meaning of section 19 of the Insolvency Code (Insolvenzordnung) or, with respect to any other Material Subsidiary or
any Borrower which is neither incorporated in Germany nor in a jurisdiction of the U.S. the value of its assets is less than its liabilities
and under the laws of its respective jurisdiction of incorporation this constitutes a reason for the opening of insolvency proceedings.



 


		22.7	Insolvency proceedings



 


		(a)	An involuntary proceeding is commenced or an involuntary petition is filed against the Company, any Borrower
or any Material Subsidiary seeking:



 


		(i)	liquidation, reorganisation or other relief in respect of the Company or any Material Subsidiary or its
debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law
now or hereafter in effect (including, without limitation, any applicable provisions or any corporations legislation); or



 


		(ii)	the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the
Company or any Material Subsidiary or for a substantial part of its assets,



 


and, in any such case, such proceeding
or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered.


 


		(b)	The Company, any Borrower or any Material Subsidiary shall:



 


		(i)	voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other
relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect (including,
without limitation, any applicable provisions or any corporations legislation);



 


		(ii)	consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or
petition described in paragraph 22.7(a)(i) of this Clause 22.7;



 






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		(iii)	apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Company, any Borrower or any Material Subsidiary or for a substantial part of its assets;



 


		(iv)	file an answer admitting the material allegations of a petition filed against it in any such proceeding;



 


		(v)	make a general assignment for the benefit of creditors; or



 


		(vi)	take any action for the purpose of effecting any of the foregoing.



 


		(c)	Any board or shareholder resolution is passed, legal proceedings or other constitutional procedure or
step is taken by any Obligor or Material Subsidiary (other than any Obligor or Material Subsidiary incorporated in a jurisdiction of the
U.S.) (such Obligor or Material Subsidiary, a "Non-U.S. Entity") whether voluntary or involuntary in relation to:



 


		(i)	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration
or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Non-U.S. Entity other than a solvent liquidation
or reorganisation of any Non-U.S. Entity which is not an Obligor;



 


		(ii)	(by reason of financial difficulties)
a composition, compromise, assignment or arrangement with any creditor of any Non-U.S. Entity (including but without limitation
to a restructuring plan under Part 26A of the Companies Act 2006 in respect of an Obligor incorporated in the United Kingdom);



 


		(iii)	the appointment of a liquidator (other than in respect of a solvent liquidation of any Non-U.S. Entity
which is not an Obligor), receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of
any Non-U.S. Entity or any of its assets;



 


		(iv)	enforcement of any Security over any assets of any Borrower organized under the laws of England and Wales,
or any other Borrower capable of becoming subject of an order for winding-up or administration under the Insolvency Act 1986, if in excess
of GBP 25,000,000; or



 


		(v)	any analogous procedure or step is taken in any jurisdiction.



 


This paragraph (c) shall not apply
to any to any action, proceeding, procedure or formal step which is frivolous or vexatious and is discharged, stayed or dismissed within
21 days of commencement.


 


		(d)	Any corporate action legal proceeding or other formal step or procedure is taken by or in relation to
a Borrower or Material Subsidiary incorporated in Germany in relation to:



 


		(i)	the filing for the opening of insolvency proceedings (Antrag auf Eröffnung eines Insolvenzverfahrens)
in relation to it or any of its assets; or



 


		(ii)	the competent court takes any of the actions set out in section 21 German Insolvency Code (Anordnung
von Sicherungsmaßnahmen) against it; or



 






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		(iii)	a competent court institutes or rejects (for reason of insufficiency of its funds to implement such proceedings
(Abweisung mangels Masse)) insolvency proceedings against it (Eröffnung des Insolvenzverfahrens)



 


save that this paragraph (d) shall
not apply to any action, proceeding, procedure or formal step which is frivolous or vexatious and is discharged, stayed or dismissed within
21 days of commencement.


 


		22.8	Creditors' process



 


Any expropriation, attachment, sequestration,
distress or execution affects a substantial part of the assets of the Company, any Borrower or the Material Subsidiaries and is not discharged
within 15 Business Days.


 


		22.9	Ownership of the Borrowers



 


The Company ceases to own, directly
or indirectly and/or control 100 per cent. (other than (i) directors' qualifying shares and (ii) shares issued to foreign nationals
to the extent required by applicable law) of the ordinary voting and economic power of any Borrower.


 


		22.10	Unlawfulness



 


It is or becomes unlawful for an Obligor
to perform any of its material obligations under the Finance Documents.


 


		22.11	Repudiation or invalidity



 


		(a)	An Obligor repudiates a Finance Document or evidences an intention to repudiate a Finance Document in
any material respect.



 


		(b)	Any material provision of any Finance Document that is binding on an Obligor ceases to be valid, binding
or enforceable in accordance with its terms.



 


		22.12	Adverse Judgement



 


		(a)	A judgement or order for the payment of an amount exceeding USD 75,000,000 (or its equivalent in any other
currency or currencies) (net of any amounts that are covered by a valid and binding policy of insurance between the defendant and the
insurer covering payment thereof and as to which 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, the amount of such judgment or order) is rendered against a
member of the Group and remains undischarged or unpaid 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 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.



 


		(b)	No Event of Default will occur
under this Clause 22.12 in respect of the litigation between Jürgen Horstmann and, inter alios, ThyssenKrupp Technologies
Beteiligungen and Coperion GmbH.



 


		22.13	ERISA Event



 


Any ERISA Event shall have occurred
that, when aggregated with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.


 






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		22.14	UK Pensions



 


The Company or any of its Subsidiaries
is notified that any of them has, in relation to the Milacron Pension Scheme, incurred a debt or other liability under section 75 or 75A
of the United Kingdom Pensions Act 1995, or has been issued with a contribution notice or financial support direction (as those terms
are defined in the United Kingdom Pensions Act 2004) or has been subject to the exercise of any Criminal Pension Power, or otherwise is
determined by a Governmental Authority to be liable to pay any other amount in respect of the Milacron Pension Scheme, in each case that
would reasonably be expected to result in a Material Adverse Effect.


 


		22.15	Cessation of Business



 


Other than pursuant to a transaction
expressly permitted pursuant to this Agreement, any Obligor ceases to carry on all or a material part of its business it carried on at
the date of signing of the Agreement to the extent that such cessation would reasonably be expected to result in a Material Adverse Effect.


 


		22.16	Acceleration



 


On and at any time after the occurrence
of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Company:


 


		(a)	cancel the Total Commitments whereupon they shall immediately be cancelled; and/or



 


		(b)	declare that all or part of the Utilisations, together with accrued interest, and all other amounts accrued
or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable;



 


		22.17	Acceleration for Insolvency



 


If an Event of Default under paragraphs
(a) or (b) of Clause 22.7 (Insolvency Proceedings) shall occur in respect of any Obligor in any U.S. jurisdiction or
is being commenced in any U.S. court, then without notice to such Obligor or any other act by the Agent or any other person, the Utilisations
made available to or for the benefit of such Obligor, interest thereon or other fees and all other amounts owed by such Obligor under
the Finance Documents shall become immediately due and payable without presentment, demand, protest or notice of any kind, all of which
are expressly waived.


 


		23.	CHANGES TO THE LENDERS



 


		23.1	Assignments and transfers by the Lenders



 


No Lender may transfer or assign any
of its rights or obligations under any Finance Document, except that, subject to this Clause 23, a Lender (the "Existing Lender")
may:


 


		(a)	assign any of its rights; or



 


		(b)	assign and transfer by assumption
of contract (Vertragsübernahme) any of its rights and obligations,



 


to another bank or financial institution
or to a trust, fund or other entity which is regularly engaged in or established for the purpose of investing into L/G facilities and
issuing of L/Gs (other than an Ineligible Institution) (the "New Lender").


 






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		23.2	Conditions of assignment or assignment and transfer by assumption of contract (Vertragsübernahme)



 


		(a)	The consent of the Company is required for an assignment or an assignment and transfer by assumption of
contract (Vertragsübernahme) by an Existing Lender, unless the assignment or assignment and transfer by assumption of contract
(Vertragsübernahme) is:



 


		(i)	to another Lender or an Affiliate of a Lender; and such Affiliate of a Lender is a Swiss Qualifying Bank;



 


		(ii)	an Approved Fund, provided such transfer does not lead to a violation of the Swiss Ten Non-Qualifying
Bank Creditor Rule; or



 


		(iii)	made at a time when an Event of Default under Clause 22.1 (Non payment), Clause 22.6 (Insolvency) and/or
Clause 22.7 (Insolvency proceedings) is continuing.



 


		(b)	The consent of the Company to
an assignment or assignment and transfer by assumption of contract (Vertragsübernahme) must not be unreasonably withheld
or delayed. The consent of the Company is not deemed to be unreasonably withheld if the proposed assignment or assignment and transfer
by assumption of contract (Vertragsübernahme) would lead to a breach of the Swiss Ten Non-Qualifying Bank Creditor Rule. The
Finance Parties shall have the right to make assignment or assignment and transfer by assumption of contract (Vertragsübernahme)
in relation to this Agreement to up to 10 (ten) New Lenders that are not a Swiss Qualifying Bank and the Company and each Swiss Borrower
shall ensure that the acceptance of up to 10 (ten) New Lenders that are not a Swiss Qualifying Bank under this Agreement would not cause
a breach of the Swiss Twenty Non-Qualifying Bank Creditor Rule at any time. The Company will be deemed to have given its consent
(10) ten Business Days after the Existing Lender has requested it in writing unless consent is expressly refused by the Company within
that time.



 


		(c)	An assignment will only be effective on:



 


		(i)	receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to
the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an
Original Lender and, with respect to a Swiss Borrower, if the New Lender represents in the Transfer Certificate to the Agent and each
Obligor whether or not it is a Swiss Qualifying Bank; and



 


		(ii)	performance by the Agent of all necessary "know your customer" or other similar checks under
all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify
to the Existing Lender and the New Lender.



 


		(d)	An assignment and transfer by
assumption of contract (Vertragsübernahme) will only be effective if the procedure set out in Clause 23.5 (Procedure
for assignment and transfer by assumption of contract (Vertragsübernahme)) is complied with.



 


		(e)	If:



 


		(i)	a Lender assigns or assigns
and transfers by assumption of contract (Vertragsübernahme) any of its rights or obligations under the Finance Documents
or changes its Facility Office; and



 






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		(ii)	as a result of circumstances
existing at the date the assignment, assignment and transfer by assumption of contract (Vertragsübernahme) or change
occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause
12 (Tax gross-up and Indemnities) or Clause 13 (Increased Costs),


 


then
the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent
as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, assignment and transfer
by assumption of contract (Vertragsübernahme) or change had not occurred. This paragraph (e) shall not apply in
relation to Clause 12 (Tax gross-up and Indemnities), to a Treaty Lender that has included a confirmation of its scheme reference
number and its jurisdiction of tax residence in accordance with paragraph (j)(ii)(B) of Clause 12.2 (Tax gross-up) if the
Borrower making the payment has not made a Borrower DTTP Filing in respect of that Treaty Lender.


 


		(f)	Each New Lender, by executing the relevant Transfer Certificate confirms, for the avoidance of doubt,
that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite
Lender or Lenders in accordance with this Agreement on or prior to the date on which the assignment or assignment and transfer by assumption
of contract (Vertragsübernahme) becomes effective in accordance with this Agreement and that it is bound by that decision
to the same extent as the Existing Lender would have been had it remained a Lender.



 


		(g)	The New Lender agrees, by executing the relevant Transfer Certificate, that its identity and other information
regarding its status as to whether or not it is a Swiss Qualifying Bank may be disclosed to the Swiss Federal Tax Administration (if the
latter so requests).



 


		23.3	Assignment or assignment and transfer by assumption of contract (Vertragsübernahme) fee



 


The New Lender shall, on the date upon
which an assignment or assignment and transfer by assumption of contract (Vertragsübernahme) takes effect, pay to the Agent
(for its own account) a fee of EUR 4,000.


 


		23.4	Limitation of responsibility of Existing Lender



 


		(a)	Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes
no responsibility to a New Lender for:



 


		(i)	the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other
documents;



 


		(ii)	the financial condition of any Obligor;



 


		(iii)	the performance and observance by any Obligor of its obligations under the Finance Documents or any other
documents; or



 


		(iv)	the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document
or any other document,



 


and any representations or warranties
implied by law are excluded.


 


		(b)	Each New Lender confirms to the Existing Lender and the other Finance Parties that it:



 


		(i)	has made (and shall continue to make) its own independent investigation and assessment of the financial
condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied
exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and



 






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		(ii)	will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related
entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.



 


		(c)	Nothing in any Finance Document obliges an Existing Lender to:



 


		(i)	accept a re-assignment or a re-assignment and re-transfer by assumption of contract (Vertragsübernahme)
from a New Lender of any of the rights and obligations assigned or assigned and transferred by assumption of contract (Vertragsübernahme')
under this Clause 23; or



 


		(ii)	support any losses directly or indirectly incurred by the New Lender by reason of the non-performance
by any Obligor of its obligations under the Finance Documents or otherwise.



 


		23.5	Procedure for assignment and transfer by assumption of contract (Vertragsübernahme)



 


		(a)	Subject to the conditions set out in Clause 23.2 (Conditions of assignment or assignment and transfer
by assumption of contract (Vertragsübernahme)) an assignment and transfer by assumption of contract (Vertragsübernahme)
is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered
to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable
after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered
in accordance with the terms of this Agreement, execute that Transfer Certificate.



 


		(b)	The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender
and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under
all applicable laws and regulations in relation to the transfer to such New Lender.



 


		(c)	On the Transfer Date:



 


		(i)	to the extent that in the Transfer Certificate the Existing Lender seeks to assign and transfer by assumption
of contract (Vertragsübernahme) its rights and obligations under the Finance Documents each of the Obligors and the Existing
Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against
one another under the Finance Documents shall be cancelled (being the "Discharged Rights and Obligations");



 


		(ii)	each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights
against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed
and/or acquired the same in place of that Obligor and the Existing Lender;



 


		(iii)	the Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the
same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights
and/or obligations acquired or assumed by it as a result of the assignment and transfer by assumption of contract (Vertragsübernahme)
and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under
the Finance Documents; and



 






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		(iv)	the New Lender shall become a Party as a "Lender".



 


		23.6	Copy of Transfer Certificate or Increase Confirmation to Company



 


The Agent shall, as soon as reasonably
practicable after it has executed a Transfer Certificate or an Increase Confirmation, send to the Company a copy of that Transfer Certificate
or Increase Confirmation.


 


		23.7	Security over Lenders' rights



 


In addition to the other rights provided
to Lenders under this Clause 23, each Lender may without consulting with or obtaining consent from any Obligor, at any time assign, charge,
pledge or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance
Document to secure obligations of that Lender including, without limitation any assignment, charge, pledge or other Security to secure
obligations to a federal reserve or central bank except that no such assignment, charge, pledge or Security shall:


 


		(a)	release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary
of the relevant assignment, charge, pledge or Security for the Lender as a party to any of the Finance Documents; or



 


		(b)	require any payments to be made by an Obligor other than or in excess of, or grant to any person any more
extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.



 


		23.8	Register



 


The Agent, acting solely for this purpose
as a non-fiduciary agent of any Borrower, shall maintain a copy of each Transfer Certificate, Increase Confirmation, or an assignment
or assignment and transfer by assumption of contract (Vertragsübernahme) delivered to it and a register for the recording
of the names and addresses of the Lenders, and the Commitments of, and the Utilisations owing to, each Lender pursuant to the terms hereof
from time to time (for the purposes of this provision, the “Register”). The entries in the Register shall be conclusive
absent manifest error, and the Obligors, the Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Obligors
and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


		24.	CHANGES TO THE OBLIGORS



 


		24.1	Assignments and transfers by Obligors



 


No Obligor may assign any of its rights
or transfer any of its rights or obligations under the Finance Documents.


 


		24.2	Additional Borrowers



 


		(a)	Subject to compliance with the provisions of paragraph (d) of Clause 19.8 ("Know your customer"
checks), the Company may, by not less than 10 Business Days' prior written notice to the Agent, request that any of its wholly owned
Subsidiaries becomes an Additional Borrower (Vertragsbeitritt). That Subsidiary shall become an Additional Borrower if:



 


		(i)	it is a Subsidiary incorporated in a jurisdiction of a Borrower;


 






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		(ii)	it is a Subsidiary incorporated in an Approved Jurisdiction and the Majority Lenders approve the addition
of that Subsidiary (such approval not to be unreasonably withheld or delayed); or



 


		(iii)	it is a Subsidiary incorporated in any other jurisdiction and all the Lenders approve the addition of
that Subsidiary (such approval not to be unreasonably withheld or delayed); and in each case



 


		(A)	the Company delivers to the Agent a duly completed and executed Accession Letter;



 


		(B)	the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming
an Additional Borrower; and



 


		(C)	the Agent has received all of the documents and other evidence listed in Part 2 (Conditions Precedent
required to be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower,
each in form and substance satisfactory to the Agent.



 


		(b)	The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received
(in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 (Conditions Precedent required
to be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent).



 


		24.3	Resignation of a Borrower



 


		(a)	The Company may request that a Borrower (other than Coperion GmbH) ceases to be a Borrower by delivering
to the Agent a Resignation Letter.



 


		(b)	The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if:



 


		(i)	no Default is continuing or would result from the acceptance of the Resignation Letter (and the Company
has confirmed this is the case); and



 


		(ii)	the Borrower has repaid its L/G (and any L/G of its Affiliates, if any), any fees, interests or costs
relating thereto and any other amount payable by such Borrower (or any Affiliate of it) under the Finance Documents (other than indemnities
and other contingent obligations not then due and payable and as to which no claim has been made),



 


whereupon that company shall cease to
be a Borrower and shall have no further rights or further obligations under the Finance Documents from the date of effectiveness of that
resignation.


 


		24.4	Additional Guarantors



 


		(a)	Subject to compliance with the provisions of paragraph (d) of Clause 19.8 ("Know your customer"
checks), the Company may, by not less than 10 Business Days' prior written notice to the Agent, request that any of its wholly owned
Subsidiaries or any Domestic Subsidiary become an Additional Guarantor. That Subsidiary or Domestic Subsidiary shall become an Additional
Guarantor if:



 


		(i)	it is a Subsidiary incorporated in an Approved Jurisdiction and it is either a Domestic Subsidiary or
the Majority Lenders approve the addition of that Subsidiary (such approval not to be unreasonably withheld or delayed); or


 


 






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		(ii)	it is a Subsidiary incorporated in any other jurisdiction and all the Lenders approve the addition of
that Subsidiary (such approval not to be unreasonably withheld or delayed); and in each case



 


		(A)	the Company delivers to the Agent a duly completed and executed Accession Letter; and



 


		(B)	the Agent has received all of the documents and other evidence listed in Part 2 (Conditions Precedent
required to be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor,
each in form and substance satisfactory to the Agent.



 


		(b)	The Company shall procure that any other member of the Group which is a Material Domestic Subsidiary (except
for any Excluded Subsidiary) shall, as soon as possible after becoming a Material Domestic Subsidiary but in any event within 45 days
after delivery of the respective annual Compliance Certificate showing that such member of the Group qualifies as a Material Domestic
Subsidiary becomes an Additional Guarantor under this Agreement.



 


		(c)	The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received
(in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 (Conditions Precedent required
to be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent).



 


		24.5	Resignation of a Guarantor



 


		(a)	The Company may request that a Guarantor (other than the Company) ceases to be a Guarantor by delivering
to the Agent a Resignation Letter.



 


		(b)	The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance,
provided that:



 


		(i)	no Default is continuing or would result from the acceptance of the Resignation Letter;



 


		(ii)	at the time of acceptance of the respective Resignation Letter, the Guarantor is not a Material Domestic
Subsidiary;



 


		(iii)	no payment is due from the Guarantor under Clause 17 (Guarantee and Indemnity); and



 


		(iv)	where the Guarantor is also a Borrower, it has repaid its L/G (and any L/G of its Affiliates, if any),
any fees, interests or costs relating thereto and any other amount payable by such Borrower (or any Affiliate of it) under the Finance
Documents (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made) and
has resigned and ceased to be a Borrower under Clause 24.3 (Resignation of a Borrower),



 


whereupon that company shall cease to
be a Guarantor and shall have no further obligations under the Finance Documents from the date of effectiveness of that resignation.


 






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		24.6	Release of a Guarantor



 


Notwithstanding anything contained in
this Clause 24 to the contrary a Guarantor (other than the Company) shall automatically be released from its obligations as a Guarantor
under this Agreement upon the consummation of any transaction permitted by this Agreement as a result of which such Guarantor ceases to
be a Subsidiary of the Company provided that, if so required by this Agreement, the Majority Lenders shall have consented to such
transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to
this Clause 24.6 the Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Obligor, at such
Obligor's expense, all documents that such Obligor shall reasonably request to evidence such termination or release. Any execution and
delivery of documents pursuant to this Clause shall be without recourse to or warranty by the Agent.


 


		24.7	Repetition of Representations



 


Delivery of an Accession Letter constitutes
confirmation by the relevant Subsidiary that the Repeated Representations are true and correct in all material respects in relation to
it as at the date of delivery as if made by reference to the facts and circumstances then existing, except that to the extent that such
representation or warranty expressly relates to an earlier date, such representation or warranty is true and correct as of such earlier
date.


 


		25.	ROLE OF THE AGENT AND THE ARRANGER



 


		25.1	Appointment of the Agent



 


		(a)	Each of the Arranger and the Lenders appoints the Agent to act as its agent and attorney (Stellvertreter)
under and in connection with the Finance Documents.



 


		(b)	Each of the Arranger and the Lenders authorises the Agent to perform the duties, obligations and responsibilities
and to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance
Documents together with any other incidental rights, powers, authorities and discretions.



 


		(c)	Each of the Arranger and the Lenders hereby exempts the Agent from the restrictions pursuant to section
181 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 Agent accordingly.



 


		25.2	Instructions



 


		(a)	The Agent shall:



 


		(i)	unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right,
power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:



 


		(A)	all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and



 


		(B)	in all other cases, the Majority Lenders; and



 


		(ii)	not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph
(i) above.


 


 






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		(b)	The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority
Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that
Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority
or discretion. The Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.



 


		(c)	Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under
the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the
Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.



 


		(d)	The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders
until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that
contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying
with those instructions.



 


		(e)	In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the
best interest of the Lenders.



 


		(f)	The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent)
in any legal or arbitration proceedings relating to any Finance Document.



 


		25.3	Duties of the Agent



 


		(a)	The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.



 


		(b)	Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy
of any document which is delivered to the Agent for that Party by any other Party.



 


		(c)	Without prejudice to Clause 23.6 (Copy of Transfer Certificate or Increase Confirmation to Company),
paragraph (b) above shall not apply to any Transfer Certificate or any Increase Confirmation.



 


		(d)	Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or
check the adequacy, accuracy or completeness of any document it forwards to another Party.



 


		(e)	If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating
that the circumstance described is a Default, it shall promptly notify the other Finance Parties.



 


		(f)	If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable
to a Finance Party (other than the Agent or the Arranger) under this Agreement it shall promptly notify the other Finance Parties.



 


		(g)	The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance
Documents to which it is expressed to be a party (and no others shall be implied).



 






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		25.4	Role of the Arranger



 


Except as specifically provided in the
Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.


 


		25.5	No fiduciary duties



 


		(a)	Nothing in any Finance Document constitutes the Agent or the Arranger as a trustee (Treuhänder)
of any other person. Neither the Agent nor the Arranger has any financial or commercial duty of care (Vermögensfürsorgepflicht)
for any person.



 


		(b)	Neither the Agent nor the Arranger shall be bound to account to any Lender for any sum or the profit element
of any sum received by it for its own account.



 


		25.6	Business with the Group



 


The Agent and the Arranger may accept
deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.


 


		25.7	Rights and discretions



 


		(a)	The Agent may:



 


		(i)	rely on any representation, communication, notice or document believed by it to be genuine, correct and
appropriately authorised;



 


		(ii)	assume that:



 


		(A)	any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly
given in accordance with the terms of the Finance Documents; and



 


		(B)	unless it has received notice of revocation, that those instructions have not been revoked; and



 


		(iii)	rely on a certificate from any person:



 


		(A)	as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge
of that person; or



 


		(B)	to the effect that such person approves of any particular dealing, transaction, step, action or thing,



 


as sufficient evidence that that is
the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.


 


		(b)	The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders)
that:



 


		(i)	no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 (Non-payment));



 


		(ii)	any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised;
and



 






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		(iii)	any notice or request made by the Company (other than a Utilisation Request or Selection Notice) is made
on behalf of and with the consent and knowledge of all the Obligors.



 


		(c)	The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors
or other professional advisers or experts.



 


		(d)	Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent
may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers
instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary.



 


		(e)	The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other
professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs
or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.



 


		(f)	The Agent may act in relation to the Finance Documents through its officers, employees and agents.



 


		(g)	Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information
it reasonably believes it has received as agent under this Agreement.



 


		(h)	Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the
Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation
or a breach of a fiduciary duty or duty of confidentiality.



 


		(i)	Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend
or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or
the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity
against, or security for, such risk or liability is not reasonably assured to it.



 


		25.8	Responsibility for documentation



 


Neither the Agent nor the Arranger is
responsible or liable for:


 


		(a)	the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent,
the Arranger, an Obligor or any other person in or in connection with any Finance Document or the transactions contemplated in the Finance
Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with
any Finance Document;



 


		(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other
agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;
or



 


		(c)	any determination as to whether any information provided or to be provided to any Finance Party is non-public
information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.



 






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		25.9	No duty to monitor



 


The Agent shall not be bound to enquire:


 


		(a)	whether or not any Default has occurred;



 


		(b)	as to the performance, default or any breach by any Party of its obligations under any Finance Document;
or



 


		(c)	whether any other event specified in any Finance Document has occurred.



 


		25.10	Exclusion of liability



 


		(a)	Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance
Document excluding or limiting the liability of the Agent), the Agent will not be liable for:



 


		(i)	any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising
as a result of taking or not taking any action under or in connection with any Finance Document, unless directly caused by its gross negligence
or wilful misconduct;



 


		(ii)	exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection
with, any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or
in connection with, any Finance Document, other than by reason of its gross negligence or wilful misconduct; or



 


		(iii)	without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or
losses to any person, any diminution in value or any liability whatsoever (but not including any claim based on the fraud of the Agent)
arising as a result of:



 


		(A)	any act, event or circumstance not reasonably within its control; or



 


		(B)	the general risks of investment in, or the holding of assets in, any jurisdiction,



 


including (in each case and without
limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other
governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement
of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services
or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.


 


		(b)	No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the
Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee
or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this paragraph (b) pursuant
to section 328 para 1 German Civil Code (Bürgerliches Gesetzbuch) (echter berechtigender Vertrag zugunsten Dritter).



 






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		(c)	The Agent will not be liable for any delay (or any related consequences) in crediting an account with
an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably
practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for
that purpose.



 


		(d)	Nothing in this Agreement shall oblige the Agent or the Arranger to carry out:



 


		(i)	any "know your customer" or other checks in relation to any person; or



 


		(ii)	any check on the extent to which any transaction contemplated by this Agreement might be unlawful for
any Lender or for any Affiliate of any Lender,



 


on behalf of any Lender and each Lender
confirms to the Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not
rely on any statement in relation to such checks made by the Agent or the Arranger.


 


		(e)	Without prejudice to any provision of any Finance Document excluding or limiting the Agent's liability,
any liability of the Agent arising under or in connection with any Finance Document shall be limited to the amount of actual loss which
has been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a
result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase
the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or
anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility
of such loss or damages.



 


		25.11	Lenders' indemnity to the Agent



 


Each Lender shall (in proportion to
its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior
to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability incurred by
the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) in acting as Agent under the Finance Documents
(unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).


 


		25.12	Resignation of the Agent



 


		(a)	The Agent may resign and appoint one of its Affiliates acting through an office in Germany, Luxembourg,
Switzerland, the United Kingdom or the U.S as successor by giving notice to the Lenders and the Company.



 


		(b)	Alternatively the Agent may resign by giving 30 days' notice to the Lenders and the Company, in which
case the Majority Lenders (after consultation with the Company) may appoint a successor Agent.



 


		(c)	If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above
within 20 days after notice of resignation was given, the retiring Agent (after consultation with the Company) may appoint a successor
Agent (acting through an office in Germany, Luxembourg, Switzerland, the United Kingdom or the U.S).



 






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		(d)	If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate
for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it
concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this
Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 25 and any other term of this Agreement dealing
with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate
trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor
Agent's normal fee rates and those amendments will bind the Parties.



  


		(e)	The retiring Agent shall make available to the successor Agent such documents and records and provide
such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance
Documents. The Company shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses
(including legal fees) properly incurred by it in making available such documents and records and providing such assistance.



 


		(f)	The Agent's resignation notice shall only take effect upon the appointment of a successor.



 


		(g)	Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation
in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit
of Clause 14.3 (Indemnity to the Agent) and this Clause 25 (and any agency fees for the account of the retiring Agent shall cease
to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations
amongst themselves as they would have had if such successor had been an original Party.



 


		(h)	After consultation with the Company, the Majority Lenders may, by notice to the Agent, require it to resign
in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above.



 


		(i)	The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall
use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months
before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:



 


		(i)	the Agent fails to respond to a request under Clause 12.8 (FATCA Information) and a Lender reasonably
believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;



 


		(ii)	the information supplied by the Agent pursuant to Clause 12.8 (FATCA Information) indicates that
the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or



 


		(iii)	the Agent notifies the Company and the Lenders that the Agent will not be (or will have ceased to be)
a FATCA Exempt Party on or after that FATCA Application Date;



 


		(j)	and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction
that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign.



 






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		25.13	Confidentiality



 


		(a)	In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division
which shall be treated as a separate entity from any other of its divisions or departments.



 


		(b)	If information is received by another division or department of the Agent, it may be treated as confidential
to that division or department and the Agent shall not be deemed to have notice of it.



 


		25.14	Relationship with the Lenders



 


		(a)	The Agent may treat the person shown in its records as Lender at the opening of business (in the place
of the Agent's principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:



 


		(i)	entitled to or liable for any payment due under any Finance Document on that day; and



 


		(ii)	entitled to receive and act upon any notice, request, document or communication or make any decision or
determination under any Finance Document made or delivered on that day,



 


unless it has received not less than five
Business Days' prior notice from that Lender to the contrary in accordance with the terms of this Agreement.


 


		(b)	Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications,
information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address,
fax number and (where communication by electronic mail or other electronic means is permitted under Clause 30.6 (Electronic communication))
electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case,
the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address,
fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 30.2
(Addresses) and paragraph (a)(ii) of Clause 30.6 (Electronic communication) and the Agent shall be entitled to treat
such person as the person entitled to receive all such notices, communications, information and documents as though that person were that
Lender.



 


		25.15	Credit appraisal by the Lenders



 


		(c)	Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in
connection with any Finance Document, each Lender confirms to the Agent and the Arranger that it has been, and will continue to be, solely
responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document
including but not limited to:



 


		(d)	the financial condition, status and nature of each member of the Group;



 


		(e)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other
agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;



 


		(f)	whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any
of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any
other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;
and



 


		(g)	the adequacy, accuracy or completeness of any information provided by the Agent, any Party or by any other
person under or in connection with any Finance Document, the transactions contemplated by any Finance Document or any other agreement,
arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.



 






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		25.16	Deduction from amounts payable by the Agent



 


If any Party owes an amount to the Agent
under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment
to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards
satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount
so deducted.


 


		25.17	Agent's Management Time



 


Any amount payable to the Agent under
Clause 14.3 (Indemnity to the Agent), Clause 16 (Costs and Expenses) and Clause 25.11 (Lenders' indemnity to the Agent)
shall include the cost of utilising the Agent's management time or other resources and will be calculated on the basis of such reasonable
daily or hourly rates as the Agent may notify to the Company and the Lenders, and is in addition to any fee paid or payable to the Agent
under Clause 11 (Fees).


 


		25.18	US Withholding



 


To the extent required by any applicable
U. S. laws, the Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Each Lender
shall indemnify and hold harmless the Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any
and all Taxes (unless causes by gross negligence or wilful misconduct on the part of the Agent) and any and all related losses, claims,
liabilities and expenses (including fees, charges and disbursements of any counsel for the Agent) incurred by or asserted against the
Agent by the U.S. Internal Revenue Service or any other U. S. Governmental Authority as a result of the failure of the Agent to properly
withhold Tax from amounts paid to or for the account of such Lender for any reason (including, without limitation, because the appropriate
form was not delivered or not properly executed, or because such Lender failed to notify the Agent of a change in circumstance that rendered
the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered
to any Lender by the Agent shall present prima facie evidence. Each Lender hereby authorizes the Agent to set off and apply any
and all amounts at any time owing to such Lender under this Agreement or any other Finance Document against any amount due the Agent under
this Section 25.18 (Withholding). The agreements in this Section 25.18 (Withholding) shall survive the resignation
and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and
the repayment, satisfaction or discharge of all other obligations.


 


		26.	CONDUCT OF BUSINESS BY THE FINANCE PARTIES



 


No provision of this Agreement will:


 


		(a)	interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner
it thinks fit;



 


		(b)	oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available
to it or the extent, order and manner of any claim; or



 


		(c)	oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any
computations in respect of Tax.



 






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		27.	SHARING AMONG THE FINANCE PARTIES



 


		27.1	Payments to Finance Parties



 


Unless otherwise provided for in Clause
27.6 (Loss Sharing in respect of L/Gs) or Clause 27.7 (Sharing of Recoveries / Adjustment of Loss Sharing), if a Finance
Party (a "Recovering Finance Party") receives or recovers any amount from an Obligor other than in accordance with Clause
28 (Payment mechanics) and applies that amount to a payment due under the Finance Documents then:


 


		(a)	the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery
to the Agent;



 


		(b)	the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance
Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 28
(Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery
or distribution; and



 


		(c)	the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent
an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Agent determines may be
retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 28.6 (Partial payments).



 


		27.2	Redistribution of payments



 


The Agent shall treat the Sharing Payment
as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party)
in accordance with Clause 28.6 (Partial payments).


 


		27.3	Recovering Finance Party's rights



 


		(a)	On a distribution by the Agent under Clause 27.2 (Redistribution of payments), the Recovering Finance
Party shall be entitled to receive by way of assignment the rights of the Finance Parties to the extent they have shared in the redistribution.



 


		(b)	If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph
(a) above, the relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is
immediately due and payable.



 


		27.4	Reversal of redistribution



 


If any part of the Sharing Payment received
or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:


 


		(a)	each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 27.2
(Redistribution of payments) shall, upon request of the Agent, pay to the Agent for account of that Recovering Finance Party an
amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering
Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and



  


		(b)	that Recovering Finance Party's rights of assignment in respect of any reimbursement shall be cancelled
and the relevant Obligor will be liable to the reimbursing Finance Party for the amount so reimbursed and the Recovering Finance Party
shall re-assign any claims assigned to it pursuant to paragraph (a) of Clause 27.3 (Recovering Finance Party's rights).



 






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		27.5	Exceptions



 


		(a)	This Clause 27 shall not apply to the extent that the Recovering Finance Party would not, after making
any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.



 


		(b)	A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering
Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:



 


		(i)	it notified that other Finance Party of the legal or arbitration proceedings; and



 


		(ii)	that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but
did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.



 


		27.6	Loss Sharing in respect of L/Gs



 


		(a)	In the event a Borrower or, as the case may be, the Obligors do not reimburse and indemnify a Lender (an
 "Entitled Lender") with respect to any amount claimed in respect of an L/G in accordance with paragraph (a) of Clause
7.2 (Indemnities) and Clause 17 (Guarantee and Indemnity) and



 


		(i)	it cannot obtain satisfaction with respect to such amount from any Cash Cover obtained by it; and



 


		(ii)	no Counter Guarantee or any other form of Security had, in each case, been provided by or on behalf of
the Company or the respective Borrower in respect of that amount (in whole or in part) which had been accepted by the relevant Entitled
Lender in its sole discretion (such remaining amount the "Loss") such Entitled Lender shall receive from the Lenders
compensation for its Loss in accordance with this Clause 27.6.



 


		(b)	An Entitled Lender shall have the right to demand payment from each Lender of the Indemnified Loss Amount
(as defined below) determined by the Agent in accordance with paragraph (c) below only



 


		(i)	if the Facility has been cancelled by notice of the Agent pursuant to Clause 22.16 (Acceleration)
or the Facility has been automatically accelerated pursuant to Clause 22.17 (Acceleration for Insolvency) and since such notice
of the Agent or automatic acceleration a period of six (6) months has lapsed; or



 


		(ii)	if in the event that following
the occurrence of an Event of Default due to the default of a Borrower vis-à-vis the Entitled Lender to fulfil its obligations
pursuant to paragraph 7.2(a) of Clause 7.2 (Indemnities) in respect of an L/G no notice pursuant to Clause 22.16 (Acceleration)
has been submitted by the Agent and no automatic acceleration has occurred pursuant to Clause 22.17 (Acceleration for Insolvency)
and following such Event of Default a period of three (3) months has lapsed,



 


(the time period referred to in sub-paragraph
(i) and (ii) each the "First Loss Determination Period").


 






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		(c)	Each Entitled Lender shall notify the Agent not later than on the fifteenth Business Day preceding the
end of the relevant First Loss Determination Period about the amount of any Loss suffered by it until such date (taking into account any
recoveries received by then from a Borrower or the Guarantors or any third party by way of payment, set-off, enforcement of any collateral
or otherwise) (the "First Loss Determination Date").



 


		(d)	The Agent shall not later than on the tenth Business Day preceding the end of the relevant First Loss
Determination Period determine the aggregate amount of all Losses suffered by all Entitled Lenders as notified to it (the "Total
Loss Amount").



 


		(e)	The Agent shall then, based on the Total Loss Amount, determine the amount which each Entitled Lender
may claim from or pay to each other Lender (including, as the case may be, other Entitled Lenders) (the "Indemnified Loss Amount")
and notify all Lenders accordingly not later than on the third Business Day preceding the end of the relevant First Loss Determination
Period (the "First Sharing Date") and the Lenders shall then make payments of the Indemnified Loss Amounts as instructed
by the Agent. The Indemnified Loss Amount shall be the amount which has to be received, or, as the case may be, paid by each Lender (including
Entitled Lenders) to each Entitled Lender so that following the payment of all Indemnified Loss Amounts between the Lenders the proportion
of the sum of the amounts paid by each individual Lender hereunder and the Loss of such Lender (after deducting the aggregate Indemnified
Loss Amounts to be paid to the relevant Lender) to its respective Commitments is equal to the proportion of the Total Loss Amount to the
Total Commitments (the "Loss Quota") (or, if the Commitments are then zero, such Commitments prior to their reduction
/ cancellation to zero).



 


		(f)	Each Lender shall on the First Sharing Date pay the Indemnified Loss Amounts to be paid by it to any Entitled
Lender only against assignment by the relevant Entitled Lender of a corresponding portion of its claim against the relevant Borrower pursuant
to paragraph (a) of Clause 7.2 (Indemnities) and the Guarantors pursuant to Clause 17 (Guarantee and Indemnity).



 


		(g)	Save for manifest error the determination of the Total Loss Amount and the Indemnified Loss Amounts by
the Agent shall be binding for all Lenders.



 


		27.7	Sharing of Recoveries / Adjustment of Loss Sharing



 


		(a)	If at any time following the First Loss Determination Date a Lender (i) receives payment from any
Obligor or any receiver over the assets of such Obligor (a "Recovering Lender") by way of set-off or otherwise in respect
of any amounts due from a Borrower under paragraph (a) of Clause 7.2 (Indemnities) in respect of an L/G (the "Recovered
Amount") or (ii) incurs any (further) Loss (a "Loss Lender"), then such Lender shall promptly notify the
Agent. The Agent shall semi-annually following the First Sharing Date and as long as any Lender continues to receive Recovered Amounts
or incur Losses (each such date a "Subsequent Loss Determination Date") determine the amounts to be paid by each of the
Recovering Lenders to the other Lenders as a proportion of the Recovered Amounts realised until the relevant Subsequent Loss Determination
Date or the amounts to be paid by each of the Lender to the Loss Lender as a proportion of the Loss incurred until the relevant Subsequent
Loss Determination Date, in each case to equalize the Loss Quota of all Lenders as of the relevant Subsequent Loss Determination Date
(the "Loss Sharing Payment").



 






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		(b)	The Agent shall inform the Lenders in due course following each Subsequent Loss Determination Date about
any Loss Sharing Payment which shall then be made available by the Recovering Lenders or the Lenders to the Agent for distribution to
the Lenders or the Loss Lender, respectively, within three (3) Business Days of such notification.



 


		(c)	To the extent that amounts received or recovered by a Recovering Lender resulted in the satisfaction of
a Recovering Lender's claim under paragraph (a) of Clause 7.2 (Indemnities) in respect of an L/G, but are allocated in accordance
with paragraph (a) to another Lender, the latter shall assign to the Recovering Lender the claims (or the part thereof) to which
the amount is allocated. Each Lender shall on the Subsequent Loss Determination Date pay its portion of the incurred Loss to any Loss
Lender only against assignment by the relevant Loss Lender of a corresponding portion of its claim against the Borrower pursuant to paragraph
(a) of Clause 7.2 (Indemnities) in respect of an L/G.



 


		(d)	If any part of the Loss Sharing Payment received or recovered by a Recovering Lender becomes repayable
and is repaid by such Recovering Lender, then each Party which has received a share of such Loss Sharing Payment pursuant to paragraph
(a) shall, upon request of the Agent, pay to the Agent for account of such Recovering Lender an amount equal to its share of such
Loss Sharing Payment together with its proportionate share of any interest or other sum paid to a Borrower or any other Obligor by the
Recovering Lender in respect of the Loss Sharing Payment and such Recovering Lender shall re-assign to the relevant Lender any amount
assigned to it by such Lender pursuant to paragraph (b) above.



 


		(e)	This Clause 27.7 shall not apply if the Recovering Lender would not, after having made such payment, have
a valid and enforceable claim against the relevant Obligor and sums recovered as a result of litigation started by a Lender to enforce
its rights under paragraph (a) of Clause 7.2 (Indemnities) in respect of an L/G and resulting in a Loss Sharing Payment shall
only be shared with such Lenders that have joined in such litigation or commenced and diligently pursued separate litigation to enforce
their rights under the Finance Documents.



 


		(f)	Save for manifest error the determination of the Loss Sharing Payment by the Agent shall be binding for
all Lenders.



 


		28.	PAYMENT MECHANICS



 


		28.1	Payments to the Agent



 


		(a)	On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that
Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on
the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the
relevant currency in the place of payment.



 


		(b)	Payment shall be made to such account in Luxembourg, the U.S. or Germany with such bank as the Agent specifies
in writing.



 






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		28.2	Distributions by the Agent



 


Each payment received by the Agent under
the Finance Documents for another Party shall, subject to Clause 28.3 (Distributions to an Obligor), Clause 28.4 (Clawback)
and Clause 25.16 (Deduction from amounts payable by the Agent) be made available by the Agent as soon as practicable after receipt
to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office),
to such account as that Party may notify to the Agent by not less than five Business Days' notice with a bank in the principal financial
centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or
London).


 


		28.3	Distributions to an Obligor



 


The Agent may (with the consent of the
Obligor or in accordance with Clause 29 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the
date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase
of any amount of any currency to be so applied.


 


		28.4	Clawback



 


		(a)	Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not
obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish
to its satisfaction that it has actually received that sum.



 


		(b)	If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually
received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall
on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent,
calculated by the Agent to reflect its cost of funds.



 


		28.5	Impaired Agent



 


		(a)	If, at any time, the Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make
a payment under the Finance Documents to the Agent in accordance with Clause 28.1 (Payments to the Agent) may instead pay that
amount direct to the required recipient(s). Such payments must be made on the due date for payment under the Finance Documents.



 


		(b)	A Party which has made a payment in accordance with this Clause 28.5 shall be discharged of the relevant
payment obligation under the Finance Documents.



 


		28.6	Partial payments



 


		(a)	If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable
by an Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the Finance
Documents in the following order:



 


		(i)	first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent
under the Finance Documents;



 


		(ii)	secondly, in or towards payment pro rata of any accrued interest, fee or commission due
but unpaid under this Agreement;



 


		(iii)	thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement;
and



 


		(iv)	fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance
Documents.



 



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		(b)	The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs 28.6(a)(ii) to
28.6(a)(iv) above.



 


		(c)	Paragraphs (a) and (b) above will override any appropriation made by an Obligor.



 


		28.7	No set-off by Obligors



 


All payments to be made by an Obligor
under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim
unless the counterclaim is undisputed or has been confirmed in a final non-appealable judgement. Any New Lender and any recipient of security
over Lenders' rights according to Clause 23.7 (Security over Lenders' rights) may rely on this Clause 28.7, in the case of any
New Lender to whom rights have been assigned according to paragraph (a) of Clause 23.2 (Conditions of assignment or
assignment and transfer by assumption of contract (Vertragsübernahme)) and any recipient of security over Lenders' rights, pursuant
to section 328 para 1 of the German Civil Code (Bürgerliches Gesetzbuch) (echter berechtigender Vertrag
zugunsten Dritter).


 


		28.8	Business Days



 


		(a)	Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business
Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).



 


		(b)	During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest
is payable on the principal or Unpaid Sum at the rate payable on the original due date.



 


		28.9	Currency of account



 


		(a)	Subject to paragraphs (b) to (e) below, the Base Currency is the currency of account and payment
for any sum due from an Obligor under any Finance Document.



 


		(b)	A repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid Sum shall be made in the
currency in which that Utilisation or Unpaid Sum is denominated on its due date.



 


		(c)	Each payment of interest shall be made in the currency in which the sum in respect of which the interest
is payable was denominated when that interest accrued.



 


		(d)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs,
expenses or Taxes are incurred.



 


		(e)	Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other
currency.



 


		28.10	Change of currency



 


		(a)	Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised
by the central bank of any country as the lawful currency of that country, then:



 


		(i)	any reference in the Finance Documents to, and any obligations arising under the Finance Documents in,
the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent
(after consultation with the Company); and



  


		(ii)	any translation from one currency or currency unit to another shall be at the official rate of exchange
recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting
reasonably).



 






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		(b)	If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting
reasonably and after consultation with the Company) specifies to be necessary, be amended to comply with any generally accepted conventions
and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.



 


		29.	SET-OFF



 


A Finance Party may set off any matured
obligation due from an Obligor under the Finance Documents against any satisfiable (erfüllbar) obligation (within the meaning
of section 387 German Civil Code (Bürgerliches Gesetzbuch)) owed by that Finance Party to that Obligor, regardless of the
place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may
convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.


 


		30.	NOTICES



 


		30.1	Communications in writing



 


Any communication to be made under or
in connection with the Finance Documents shall be made in writing and, unless otherwise stated and subject to Clause 30.6 (Electronic
communication), may be made by fax or letter.


 


		30.2	Addresses



 


The address and fax number (and the
department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to
be made or delivered under or in connection with the Finance Documents is:


 


		(a)	in the case of the Original Obligors, identified with their name below;



 


		(b)	in the case of each Lender or any other Obligor, that notified in writing to the Agent on or prior to
the date on which it becomes a Party; and



 


		(c)	in the case of the Agent, that identified with its name below,



 


or any substitute address or fax number
or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the
Agent) by not less than three Business Days' notice.


 


		30.3	Delivery



 


		(a)	Any communication or document made or delivered by one person to another under or in connection with the
Finance Documents will only be effective when received (zugegangen), in particular:



 


		(i)	if by way of fax, when received in legible form; or



 






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		(ii)	if by way of letter, when it has been left at the relevant address or five Business Days after being deposited
in the post postage prepaid in an envelope addressed to it at that address;



 


and, if a particular department or officer
is specified as part of its address details provided under Clause 30.2 (Addresses), if addressed to that department or officer.


 


		(b)	Any communication or document to be made or delivered to the Agent will be effective only when actually
received by the Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent's
signature below (or any substitute department or officer as the Agent shall specify for this purpose).



 


		(c)	All notices from or to an Obligor shall be sent through the Agent, unless this Agreement specifies otherwise.



 


		(d)	Any communication or document by the Finance Parties to the Obligors may be made or delivered to the Company
for its own account and for the account of the Obligors. For that purpose each Obligor appoints the Company as its agent of receipt (Empfangsvertreter).



 


		(e)	Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above,
after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.



 


		30.4	Notification of address and fax number



 


Promptly upon receipt of notification
of an address or fax number or change of address or fax number pursuant to Clause 30.2 (Addresses) or changing its own address
or fax number, the Agent shall notify the other Parties.


 


		30.5	Communication when Agent is Impaired Agent



 


If the Agent is an Impaired Agent the
Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Agent is
an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by
the Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision
shall not operate after a replacement Agent has been appointed.


 


		30.6	Electronic communication



 


		(a)	Any communication to be made between any two Parties under or in connection with the Finance Documents
may be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those
two Parties:



 


		(i)	notify each other in writing of their electronic mail address and/or any other information required to
enable the transmission of information by that means; and



 


		(ii)	notify each other of any change to their address or any other such information supplied by them by not
less than five Business Days' notice.



 


		(b)	Any such electronic communication as specified in paragraph (a) above to be made between an Obligor
and a Finance Party may only be made in that way to the extent that those two Parties agree that unless and until notified to the contrary,
this is to be an accepted form of communication.



 






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		(c)	Any such electronic communication as specified in paragraph (a) above made between any two Parties
will be effective only when actually received (or made available) in readable form and in the case of any electronic communication made
by a Party to the Agent only if it is addressed in such a manner as the Agent shall specify for this purpose.



 


		(d)	Any electronic communication which becomes effective, in accordance with paragraph (c) above, after
5:00 p.m. in the place in which the Party to whom the relevant communication is sent or made available its address for the purpose
of this Agreement shall be deemed only to become effective on the following day.



 


		(e)	Any reference in a Finance Document to a communication being sent or received shall be construed to include
that communication being made available in accordance with this Clause 30.6.



 


		30.7	Use of an Electronic Platform



 


		(a)	The Company shall use an Electronic Platform for the issuance and administration of L/Gs.



 


		(b)	The Parties, any Additional Borrower, any Increase Lender and any New Lender acknowledge, by becoming
party to this Agreement, that they shall enter into an Electronic Platform Agreement and, in case of an Additional Borrower or a New Lender,
accede to the existing Electronic Platform Agreement.



 


		30.8	English language



 


		(a)	Any notice given under or in connection with any Finance Document must be in English.



 


		(b)	All other documents provided under or in connection with any Finance Document must be:



 


		(i)	in English; or



 


		(ii)	if not in English, and if so required by the Agent, accompanied by a certified English translation and,
in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.



 


		31.	CALCULATIONS AND CERTIFICATES



 


		31.1	Accounts



 


In any litigation or arbitration proceedings
arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie
evidence (Beweis des ersten Anscheins) of the matters to which they relate.


 


		31.2	Certificates and Determinations



 


		(a)	The Finance Parties make the certifications or determinations of a rate or amount under any Finance Document
in the exercise of their unilateral right to specify performance (einseitiges Leistungsbestimmungsrecht) which they will exercise
with reasonable discretion (billiges Ermessen).



 


		(b)	The Parties agree not to dispute in any legal proceeding the correctness of the determinations and certifications
of a rate or amount made by a Finance Party under any Finance Document unless the determinations or certifications are inaccurate on their
face or fraud can be shown.



 






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		31.3	Day count convention



 


Any interest, commission or fee accruing
under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of
360 days and/or in any case where the practice in the relevant interbank market differs, in accordance with that market practice.


 


		32.	PARTIAL INVALIDITY



 


		(a)	The Parties agree that should at any time, any provisions of this Agreement be or become void (nichtig),
invalid or due to any reason ineffective (unwirksam) this will indisputably (unwiderlegbar) not affect the validity or effectiveness
of the remaining provisions and this Agreement will remain valid and effective, save for the void, invalid or ineffective provisions,
without any Party having to argue (darlegen) and prove (beweisen) the Parties intent to uphold this Agreement even without
the void, invalid or ineffective provisions.



 


		(b)	The void, invalid or ineffective provision shall be deemed replaced by such valid and effective provision
that in legal and economic terms comes closest to what the Parties intended or would have intended in accordance with the purpose of this
Agreement if they had considered the point at the time of conclusion of this Agreement.



 


		33.	REMEDIES AND WAIVERS



 


No failure to exercise, nor any delay
in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver of any such
right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any of the Finance Documents on
the part of any Finance Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent
any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative
and not exclusive of any rights or remedies provided by law.


 


		34.	AMENDMENTS AND WAIVERS



 


		34.1	Required consents



 


		(a)	Other than pursuant to Clause 2.2 (Increase) and Clause 2.3 (Allocation of Additional
Commitments), subject to Clause 34.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the
consent of the Majority Lenders and the Obligors and any such amendment or waiver will be binding on all Parties.



 


		(b)	The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause
34.



 


		34.2	Exceptions



 


		(a)	An amendment or waiver that has the effect of changing or which relates to:



 


		(i)	the definition of "Majority Lenders" in Clause 1.1 (Definitions);



 


		(ii)	an extension to the date of payment of any amount owed to a Lender by an Obligor under the Finance Documents;



 






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		(iii)	a reduction in the L/G Fee Rate or a reduction in the amount of any payment of principal, interest, fees
or commission payable to a Lender, provided that (x) any amendment to the financial covenants or financial definitions in
this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this sub-clause (iii) even if the
effect of such amendment would be to reduce the L/G Fee Rate or to reduce any other fee payable hereunder and (y) that only the consent
of the Majority Lenders shall be necessary to reduce or waive any obligation of the Borrowers to pay interest or fees at the applicable
default rate even if the effect of such amendment would be to reduce the L/G Fee Rate or to reduce any other fee payable hereunder;



 


		(iv)	an increase in or an extension of any Commitment (other than pursuant to Clause 2.2 (Increase)
or any requirement that a cancellation of the Commitments reduces the Commitments of the Lenders rateably);



 


		(v)	a change to the Borrowers or Guarantors other than in accordance with Clause 24 (Changes to the
Obligors);



 


		(vi)	any provision which expressly requires the consent of all the Lenders;



 


		(vii)	Clause 2.4 (Finance Parties'
rights and obligations), Clause 9.1 (Illegality) Clause 9.2 (Change of control), Clause 27.6 (Loss Sharing
in respect of L/Gs). Clause 27.7 (Sharing of Recoveries / Adjustment of Loss Sharing), Clause 23 (Changes to the Lenders)
or this Clause 34; or



 


		(viii)	Clause 39 (Governing Law) and Clause 40.1 (Jurisdiction);



 


		(ix)	the nature or scope of the guarantee and indemnity granted under Clause 17 (Guarantee and Indemnity),



 


shall not be made without the prior consent
of all the Lenders.


 


		(b)	An amendment or waiver which relates to the rights or obligations of the Agent or the Arranger (each in
their capacity as such) may not be effected without the consent of the Agent or, as the case may be, the Arranger.



 


		34.3	Disenfranchisement of Defaulting Lenders



 


		(a)	For so long as a Defaulting Lender has any Available Commitment, in ascertaining:



 


		(i)	the Majority Lenders; or



 


		(ii)	whether:



 


		(A)	any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments under
the Facility; or



 


		(B)	the agreement of any specified group of Lenders,



 


has been obtained to approve any request
for a consent, waiver, amendment or other vote under the Finance Documents,


 


that Defaulting Lender's Commitments
under the Facility will be reduced by the amount of its Available Commitments under the Facility and, to the extent that that reduction
results in that Defaulting Lender's Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes
of paragraphs (i) and (ii) above.


 






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		(b)	For the purposes of this Clause 35.3, the Agent may assume that the following Lenders are Defaulting Lenders:



  


		(i)	any Lender which has notified the Agent that it has become a Defaulting Lender; and



 


		(ii)	any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs
(a), (b) or (c) of the definition of "Defaulting Lender" has occurred,



 


unless it has received notice to the contrary
from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that
the Lender has ceased to be a Defaulting Lender.


 


		34.4	Excluded Commitments



 


If any Defaulting Lender fails to respond
to a request for a consent, waiver, amendment of or in relation to any term of any Finance Document or any other vote of Lenders under
the terms of this Agreement within ten Business Days (unless the Company and the Agent agree to a longer time period in relation to any
request) of that request being made:


 


		(a)	its Commitments shall not be included for the purpose of calculating the Total Commitments under the Facility
when ascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Total Commitments has been obtained
to approve that request; and



 


		(b)	its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any
specified group of Lenders has been obtained to approve that request.



 


		34.5	Replacement of a Defaulting Lender



 


		(a)	The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving five
Business Days’ notice to the Agent and such Lender:



 


		(i)	replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender shall)
transfer pursuant to Clause 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
and



 


		(ii)	require such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause
23 (Changes to the Lenders) all (and not part only) of the Available Commitments of the Lender; or



 


		(b)	to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement
Lender") selected by the Company, which confirms its willingness to assume and does assume all the obligations or all the relevant
obligations of the transferring Lender in accordance with Clause 23 (Changes to the Lenders) for a purchase price in cash payable at the
time of transfer which is either:



 


		(A)	in an amount equal to the outstanding principal amount of such Lender's participation in the outstanding
Utilisations and all accrued interest and other amounts payable in relation thereto under the Finance Documents; or



 


		(B)	in an amount agreed between that Defaulting Lender, the Replacement Lender and the Company and which does
not exceed the amount described in paragraph (A) above.



 






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		(c)	Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause shall be subject
to the following conditions:



 


		(i)	the Company shall have no right to replace the Agent;



 


		(ii)	neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement
Lender;



 


		(iii)	in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any
of the fees received by the Defaulting Lender pursuant to the Finance Documents; and



 


		(iv)	the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph
(a) above once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under
all applicable laws and regulations in relation to that transfer to the Replacement Lender.



 


		(d)	The Defaulting Lender shall perform the checks described in paragraph (c)(iv) above as soon as reasonably
practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when
it is satisfied that it has complied with those checks.



 


		34.6	Replacement of Screen Rate



 


		(a)	Subject to Clause 34.2 (Exceptions), if a Screen Rate Replacement Event has occurred in relation
to any Screen Rate, any amendment or waiver which relates to:



 


		(i)	providing for the use of a Replacement Benchmark in relation to that currency in place of that Screen
Rate; and



 


		(A)	aligning any provision of any Finance Document to the use of that Replacement Benchmark;



 


		(B)	enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including,
without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);



 


		(C)	implementing market conventions applicable to that Replacement Benchmark;



 


		(D)	providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark;
or



 


		(E)	adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic
value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating
any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined
on the basis of that designation, nomination or recommendation), may be made with the consent of the
Agent (acting on the instructions of the Majority Lenders) and the Obligors.



 






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		(b)	If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above
within ten (10) Business Days (or such longer time period in relation to any request which the Company and the Agent may agree) of
that request being made:



 


		(i)	its Commitment(s) shall not be included for the purpose of calculating the Total Commitments under
the relevant Facility/ies when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request;
and



 


		(ii)	its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any
specified group of Lenders has been obtained to approve that request.



 


		(c)	In this Clause 34.6:



 


"Relevant Nominating Body"
means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored
or chaired by, or constituted at the request of, any of them or the Financial Stability Board.


 


"Replacement Benchmark"
means a benchmark rate which is:


 


		(a)	formally designated, nominated or recommended as the replacement for a Screen Rate by:



 


		(i)	the administrator of that Screen Rate (provided that the market or economic reality that such benchmark
rate measures is the same as that measured by that Screen Rate); or



 


		(ii)	any Relevant Nominating Body,



 


and if replacements have, at the relevant
time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Benchmark" will be the replacement
under paragraph (ii) above;


 


		(b)	in the opinion of the Majority Lenders and the Obligors, generally accepted in the international or any
relevant domestic syndicated loan markets as the appropriate successor to a Screen Rate; or



 


		(c)	in the opinion of the Majority Lenders and the Obligors, an appropriate successor to a Screen Rate.



 


"Screen Rate Replacement Event"
means, in relation to a Screen Rate:


 


		(a)	the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Majority
Lenders and the Obligors, materially changed;



 


		(b)	



 


		(i)	



 


		(A)	the administrator of that Screen Rate or its supervisor publicly announces that such administrator is
insolvent; or



 


		(B)	information is published in any order, decree, notice, petition or filing, however described, of or filed
with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms
that the administrator of that Screen Rate is insolvent, 



 


provided that, in each case, at that
time, there is no successor administrator to continue to provide that Screen Rate;


  






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		(ii)	the administrator of that Screen Rate publicly announces that it has ceased or will cease to provide that
Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate;



 


		(iii)	the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been
or will be permanently or indefinitely discontinued; or



 


		(iv)	the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer
be used; or



 


		(c)	the administrator of that Screen Rate determines that that Screen Rate should be calculated in accordance
with its reduced submissions or other contingency or fallback policies or arrangements and either:



 


		(i)	the circumstance(s) or event(s) leading to such determination are not (in the opinion of the
Majority Lenders and the Obligors) temporary; or



 


		(ii)	that Screen Rate is calculated
in accordance with any such policy or arrangement for a period no less than twenty (20) Business Days; or



 


		(d)	in the opinion of the Majority Lenders and the Obligors, that Screen Rate is otherwise no longer appropriate
for the purposes of calculating interest under this Agreement.



 


		35.	Confidentiality



 


		35.1	Confidential Information



 


Each Finance Party agrees to keep all
Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 35.2 (Disclosure of
Confidential Information) and Clause 35.3 (Disclosure to numbering service providers), and to ensure that all Confidential
Information is protected with security measures and a degree of care that would apply to its own confidential information.


 


		35.2	Disclosure of Confidential Information



 


Any Finance Party may disclose:


 


		(a)	to any of its Affiliates and Related Funds and any of its or their directors, officers, employees and
agents, including accountants, legal counsel and other advisors (it being understood that the persons to whom such disclosure is made
will be informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential)
in connection with this Agreement;



 


		(b)	to the extent requested by any regulatory authority purporting to have jurisdiction over such person or
its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners);



 






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		(c)	to the extent required by applicable laws or regulations or by any subpoena or similar legal process (in
which case the Agent and the Lenders agree (except with respect to any audit or examination conducted by bank accountants or any self-regulatory
authority or governmental or regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited
by applicable law, rule or regulation, to inform the Company promptly thereof prior to the disclosure thereof);



  


		(d)	in connection with the exercise of any remedies under this Agreement or any of the other Finance Documents
or any suit, action or proceeding relating to this Agreement or any other Finance Document or the enforcement of its rights hereunder
or thereunder;



 


		(e)	subject to an agreement containing provisions substantially the same as those of this Clause 35.2, to
any person:



 


		(i)	any assignee of or participant in, or any prospective assignee of or participant in, any of its rights
or obligations under this Agreement;



 


		(ii)	any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating
to any Borrower and its obligations.



 


		(iii)	who is a Party;



 


		(f)	to the extent such Confidential Information:



 


		(i)	becomes publicly available other than as a result of a breach of this Clause 35.2;



 


		(ii)	becomes available to any Finance Party on a non-confidential basis from a source other than the Company;
or



 


		(g)	Confidential Information with the written consent of the Company.



 


		35.3	Disclosure to numbering service providers



 


		(a)	Any Finance Party may disclose to any national or international numbering service provider appointed by
that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Obligors
the following information:



 


		(i)	names of Obligors;



 


		(ii)	country of domicile of Obligors;



 


		(iii)	place of incorporation of Obligors;



 


		(iv)	date of this Agreement;



 


		(v)	the names of the Agent and the Arranger;



 


		(vi)	date of each amendment and restatement of this Agreement;



 


		(vii)	amount of Total Commitments;



 


		(viii)	currencies of the Facility;



 


		(ix)	type of Facility;



 


		(x)	ranking of Facility;



  


		(xi)	Termination Date for Facility;



 


		(xii)	changes to any of the information previously supplied pursuant to paragraphs 35.3(a)(i) to 35.3(a)(xi) above;
and



 


		(xiii)	such other information agreed between such Finance Party and the Company, 



 


to enable such numbering service provider
to provide its usual syndicated loan numbering identification services.


 






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		(b)	The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility
and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users
of its services in accordance with the standard terms and conditions of that numbering service provider.



 


		(c)	The Company represents that none of the information set out in paragraphs 35.3(a)(i) to (a)(viii) above
is, nor will at any time be, unpublished price-sensitive information.



 


		(d)	The Agent shall notify the Company and the other Finance Parties of:



 


		(i)	the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facility
and/or one or more Obligors; and



 


		(ii)	the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one or more
Obligors by such numbering service provider.



 


		35.4	Entire agreement



 


This Clause 35 (Confidentiality)
constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents
regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.


 


		35.5	Inside information



 


Each of the Finance Parties acknowledges
that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be
regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the
Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.


 


		35.6	Notification of disclosure



 


Each of the Finance Parties agrees (to
the extent permitted by law and regulation) to inform the Company:


 


		(a)	of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (e) of
Clause 35.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in
that paragraph during the ordinary course of its supervisory or regulatory function; and



 


		(b)	upon becoming aware that Confidential Information has been disclosed in breach of this Clause 35
(Confidentiality).



 






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		35.7	Continuing obligations



  


The obligations in this Clause 35
(Confidentiality) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of thirty
six (36) months from the earlier of:


 


		(a)	the date on which all amounts payable by the Obligors under or in connection with this Agreement have
been paid in full and all Commitments have been cancelled or otherwise cease to be available; and



 


		(b)	the date on which such Finance Party otherwise ceases to be a Finance Party.



 


		36.	USA PATRIOT ACT



 


Each Lender hereby notifies each Obligor
that pursuant to the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, Public Law 107-56 (commonly known as the "USA Patriot Act"), such Lender is required to obtain,
verify and record information that identifies such Obligor, which information includes the name and address of such Obligor and other
information that will allow such Lender to identify such Obligor in accordance with the USA Patriot Act.


 


		37.	Interest Rate Limitation



 


Notwithstanding anything herein to the
contrary, if at any time any interest rate applicable to hereunder, together with all fees, charges and other amounts which are treated
as interest under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum
Rate”) which may be contracted for, charged, taken, received or reserved by the Lender against a U.S. Borrower or a Guarantor
whose jurisdiction of incorporation is a state of the United States or the District of Columbia in accordance with applicable law, the
rate of interest payable hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to
the extent lawful, the interest and Charges that would have been payable hereunder but were not payable as a result of the operation of
this Clause 37 shall be cumulated and the interest and Charges payable to such Lender shall be increased (but not above the Maximum
Rate therefor) until such cumulated amount, together with interest thereon at the rate calculated by the Federal Reserve Bank of New York
based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank
of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal
Reserve Bank of New York as the federal funds effective rate to the date of repayment, shall have been received by such Lender.


 


		38.	DECLARATION IN RELATION TO ANTI-MONEY LAUNDERING ACT



 


Each Borrower confirms towards each
Lender that it requested the issuance of an L/G granted hereunder for its own account (für eigene Rechnung) but not at the
instance of another economic beneficiary (wirtschaftlich Berechtigter). Each Borrower undertakes to notify the Agent without delay
in writing, if in the future a situation arises in which contrary to the foregoing such Borrower acts for the account of another beneficial
owner.


 


		39.	GOVERNING LAW



 


This Agreement and any non-contractual
obligations arising out of or in connection with it are governed by German law.


 






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		40.	ENFORCEMENT



 


		40.1	Jurisdiction



 


		(a)	The courts of Frankfurt am Main, Germany have exclusive jurisdiction to settle any dispute arising out
of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any
non-contractual obligation arising out of or in connection with this Agreement) (a "Dispute").



  


		(b)	The Parties agree that the courts of Frankfurt am Main, Germany are the most appropriate and convenient
courts to settle Disputes and accordingly no Party will argue to the contrary.



 


		(c)	This Clause 40.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be
prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance
Parties may take concurrent proceedings in any number of jurisdictions.



 


		40.2	Service of process



 


		(a)	Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than
the Process Agent or any other Obligor incorporated in Germany, if any):



 


		(i)	irrevocably appoints Coperion GmbH (the "Process Agent") as its agent for service of
process in relation to any proceedings before the German courts in connection with any Finance Document;



 


		(ii)	agrees that failure by a Process Agent to notify the relevant Obligor of the process will not invalidate
the proceedings concerned; and



 


		(iii)	undertakes to deliver to the Process Agent without undue delay upon execution of this Agreement a process
agent appointment letter (the "Process Agent Appointment Letter") substantially in the form of Schedule 12 (Form of
Process Agent Appointment Letter) and to send a copy of the executed Process Agent Appointment Letter to the Agent.



 


		(b)	The Process Agent hereby acknowledges the appointment. The Process Agent shall ensure that documents to
be served to an Obligor may validly be served by delivery to the Process Agent. In particular, the Process Agent shall notify the Agent
of any change of address, accept any documents delivered to it on behalf of an Obligor and fulfil any requirements of section 171 Code
of Civil Procedure (Zivilprozessordnung), in particular present the original Process Agent Appointment Letter to any person effecting
the service of process as required pursuant to section 171 sentence 2 Code of Civil Procedure (Zivilprozessordnung).



 


		41.	WAIVER OF JURY TRIAL



 


EACH OF THE PARTIES TO THIS AGREEMENT
AGREES TO WAIVE IRREVOCABLY ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE DOCUMENTS
REFERRED TO IN THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN THIS AGREEMENT. This waiver is intended to apply to all Disputes. Each
party acknowledges that (a) this waiver is a material inducement to enter into this Agreement, (b) it has already relied on
this waiver in entering into this Agreement and (c) it will continue to rely on this waiver in future dealings. Each party represents
that it has reviewed this waiver with its legal advisers and that it knowingly and voluntarily waives its jury trial rights after consultation
with its legal advisers. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.


 






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		42.	Contractual recognition of bail-in



  


Notwithstanding any other term of any
Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any
liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant
Resolution Authority and acknowledges and accepts to be bound by the effect of:


 


		(a)	any Bail-In Action in relation to any such liability, including (without limitation):



 


		(i)	a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued
but unpaid interest) in respect of any such liability;



 


		(ii)	a conversion of all, or part of, any such liability into shares or other instruments of ownership that
may be issued to, or conferred on, it; and



 


		(iii)	a cancellation of any such liability; and



 


		(b)	a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In
Action in relation to any such liability.



 


		(c)	In this Clause 42:



 


""Article 55 BRRD"
means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment
firms.


 


"Bail-In Action" means
the exercise of any Write-down and Conversion Powers.


 


"Bail-In Legislation"
means:


 


		(i)	in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55
BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;



 


		(ii)	in relation to the United Kingdom, the UK Bail-In Legislation; and



 


		(iii)	in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law
or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or
regulation.



 


"EEA Member Country"
means any member state of the European Union, Iceland, Liechtenstein and Norway.


 


"EU Bail-In Legislation Schedule"
means the document described as such and published by the Loan Market Association (or any successor person) from time to time.


 


"Resolution Authority"
means any body which has authority to exercise any Write-down and Conversion Powers.


 


"UK Bail-In Legislation"
means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to
the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through
liquidation, administration or other insolvency proceedings).


 






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"Write-down and Conversion Powers"
means:


  


		(i)	in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time,
the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;



 


		(ii)	in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer
or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment
firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person 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 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 UK Bail-In Legislation that are related to or ancillary to
any of those powers; and



 


		(iii)	in relation to any other applicable Bail-In Legislation:



 


		(A)	any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that
is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to
cancel, reduce, modify or change the form of a liability of such a person 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 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; and



 


		(B)	any similar or analogous powers under that Bail-In Legislation.



 


		43.	CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)



 


		43.1	The Parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature
page(s), transmitted by any means of telecommunication (telekommunikative Übermittlung) such as by way of fax or electronic
photocopy.



 


		43.2	If the Parties to this Agreement choose to conclude this Agreement pursuant to Clause 43.1 above, they
will transmit the signed signature page(s) of this Agreement to Latham & Watkins LLP, attention to Sibylle.Muench@lw.com
or Martina.Eisgruber@lw.com (each a "Recipient"). The Agreement will be considered concluded once one Recipient has actually
received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all Parties to this Agreement (whether by way
of fax, electronic photocopy or other means of telecommunication) and at the time of the receipt of the last outstanding signature page(s) by
such one Recipient.



 


		43.3	For the purposes of this Clause 43 only, the Parties to this Agreement appoint each Recipient as their
attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from
all and for all Parties to this Agreement. For the avoidance of doubt, each Recipient will have no further duties connected with its position
as Recipient. In particular, each Recipient may assume the conformity to the authentic original(s) of the signature page(s) transmitted
to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority
of the signatories.



 






    132


     


    

 


THIS
AGREEMENT has been entered into on the date stated at the beginning of this Agreement.


 






    133


     


    

  


Schedule
1

The Original Parties


 


Part 1


 


The Original Obligors


 


	
    Name of Original Borrower
	
    Registration number (or equivalent,
    if any)

	Hillenbrand, Inc.	
    One Batesville Boulevard

    Batesville, Indiana 47006

    Indiana Secretary of State

    #2007110100396

	Coperion GmbH	
    HRB 23976 (Local Court of Stuttgart)

    Theodorstraße
    10, 70469 Stuttgart, Germany

	Coperion K-Tron (Schweiz) GmbH	
    CHE-105.883.566

    Lenzhardweg 43/45

    CH-5702 Niederlenz, Switzerland

	Rotex Europe Ltd	
    04307924 (Registered with Companies House)

     

    For notices:

    DTM Legal LLP

    Archway House

    Station Road

    Chester

    CH1 3DR

    United Kingdom

     

    Office location:

    Ashton Lane North

    Whitehouse Vale

    Runcorn, Cheshire WA7 3FA,

    England



 


	
    Name of Original Guarantor
	
    Registration number (or equivalent,
    if any)

	Hillenbrand, Inc.	
    One Batesville Boulevard

    Batesville, Indiana 47006

    Indiana Secretary of State

    #2007110100396

	 	 
	Batesville Casket Company, Inc.	
    One Batesville Boulevard

    Batesville, Indiana 47006

    Indiana Secretary of State

    #2008022200482

	Batesville Services, Inc.	
    One Batesville Boulevard

    Batesville, Indiana 47006

    Indiana Secretary of State

    #2010070610909

	Process Equipment Group, Inc.	
    Corporation Service Company

    Princeton South Corporate Ctr., Suite 160

    100 Charles Ewing Blvd

    Ewing, NJ 08628

    New Jersey Secretary of State

    #5278301800

	K-Tron Investment Co.	
    Corporation Service Company

    251 Little Falls Drive

    Wilmington, DE 19808

    Delaware Secretary of State

    #2250493




 






    134


     


    

 


	
    Name of Original Guarantor
	
    Registration number (or equivalent,
    if any)

	Hillenbrand Luxembourg Inc.	
    Corporation Service Company

    251 Little Falls Drive

    Wilmington, DE 19808

    Delaware Secretary of State

    #3745346

	Milacron Plastics Technologies Group LLC	
    Corporation Service Company

    251 Little Falls Drive

    Wilmington, DE 19808

    Delaware Secretary of State

    #4692536

	Milacron Marketing Company LLC	
    Corporation Service Company

    251 Little Falls Drive

    Wilmington, DE 19808

    Delaware Secretary of State

    #4692541

	Milacron LLC	
    Corporation Service Company

    251 Little Falls Drive

    Wilmington, DE 19808

    Delaware Secretary of State

    #4678052



 






    135


     


    

 


Part 2


 


The Original Lenders


  


	Name of Original Lender    	 	Commitment
 in EUR  	 	 	Treaty Passport Scheme

 reference number  
	COMMERZBANK Aktiengesellschaft	 	 	80,000,000.00	 	 	7/C/25382/DTTP
	DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, New York Branch	 	 	50,000,000.00	 	 	7/D/205877/DTTP
	HSBC Trinkaus & Burkhardt GmbH	 	 	40,000,000.00	 	 	7/H/275147/DTTP
	Skandinaviska Enskilda Banken AB (publ) Frankfurt Branch	 	 	35,000,000.00	 	 	73/S/42621/DTTP
	Sumitomo Mitsui Banking Corporation	 	 	20,000,000.00	 	 	43/S/274647/DTTP
	 	 	 	 	 	 	 
	TOTAL	 	 	225,000,000.00	 	 	 




 






    136


     


    

 



 


Schedule
2

Conditions Precedent





 


Part 1


 


Conditions Precedent to Initial Utilisation


 


		1.	Original
                                            Obligors



 


		(a)	In relation to an Original Obligor incorporated
                                            or established in Germany an up-to-date commercial register extract (Handelsregisterausdruck),
                                            its articles of association (Satzung) or partnership agreement (Gesellschaftsvertrag),
                                            copies of any by-laws as well as a list of shareholders (Gesellschafterliste) (in
                                            each case, if applicable).



 


		(b)	A copy of a good standing certificate
                                            (including verification of tax status) with respect to each U.S. Obligor, issued as of a
                                            recent date by the Secretary of State or other appropriate official of each U.S. Obligor's
                                            jurisdiction of incorporation or organisation.



 


		(c)	In relation to an Original Obligor incorporated
                                            or established in a jurisdiction other than Germany a copy of its constitutional documents.



 


		(d)	In relation to an Original Obligor incorporated
                                            or established in Germany a copy of a resolution signed by all the holders of the issued
                                            shares of such Original Obligor and/or if applicable and required under the respective Original
                                            Obligor’s constitutional documents, a copy of a resolution of the supervisory board
                                            (Aufsichtsrat) and/or advisory board (Beirat) of such Original Obligor approving
                                            the terms of, and the transactions contemplated by the Finance Documents.



 


		(e)	In relation to an Original Obligor incorporated
                                            in a jurisdiction other than Germany, or England and Wales or a jurisdiction of the U.S.,
                                            a copy of a resolution signed by all the holders of the issued shares in each such Original
                                            Obligor, approving the terms of, and the transactions contemplated by the Finance Documents.



 


		(f)	A copy of a resolution of the board of
                                            directors, or equivalent governing body, of each Original Obligor incorporated or established
                                            in a jurisdiction other than Germany:



 


		(i)	approving the terms of, and the transactions
                                            contemplated by, the Finance Documents to which it is a party and resolving that it execute
                                            the Finance Documents to which it is a party;



 


		(ii)	authorising a specified person or persons
                                            to execute the Finance Documents to which it is a party on its behalf; and



 


		(iii)	authorising a specified person or persons,
                                            on its behalf, to sign and/or despatch all documents and notices (including, if relevant,
                                            any Utilisation Request) to be signed and/or despatched by it under or in connection with
                                            the Finance Documents to which it is a party.



 


		(g)	A specimen of the signature of each person
                                            authorised to execute any Finance Document and other documents and notices (including, if
                                            relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection
                                            with the Finance Documents to which it is a party.



 


		(h)	A certificate of an authorised signatory
                                            of the relevant Original Obligor incorporated or established in a jurisdiction in the United
                                            Kingdom, confirming that borrowing or guaranteeing, as appropriate, the Total Commitments
                                            would not cause any borrowing, guarantee or similar limit binding on it to be exceeded.



 






    137


     


    

 


		(i)	A certificate of an authorised signatory
                                            of the relevant Original Obligor certifying that each copy document relating to it specified
                                            in this Part 1 (Conditions Precedent to Initial Utilisation) of Schedule 2 (Conditions
                                            Precedent) is correct, complete and in full force and effect as at a date no earlier
                                            than the date of this Agreement.



 


		2.	Finance
                                            Documents



 


		(a)	This Agreement executed by each member
                                            of the Group party to this Agreement.



 


		(b)	The Agency Fee Letter and Mandate Letter
                                            executed by the Company.



 


		3.	Legal
                                            opinions



 


		(a)	A legal opinion of Latham & Watkins
                                            LLP, legal advisers to the Arranger and the Agent in Germany as to German law, substantially
                                            in the form distributed to the Original Lenders prior to signing this Agreement;



 


		(b)	A legal opinion of Latham & Watkins
                                            LLP, legal advisers to the Arranger and the Agent in New York as to certain U.S. law matters,
                                            substantially in the form distributed to the Original Lenders prior to signing this Agreement;



 


		(c)	A legal opinion of Niederer Kraft Frey
                                            Ltd, legal advisers to the Arranger and Agent in Switzerland as to Swiss law, substantially
                                            in the form distributed to the Original Lenders prior to signing this Agreement;



 


		(d)	A legal opinion of Skadden, Arps, Slate,
                                            Meagher & Flom LLP, legal advisers to the Company in Germany as to German law, substantially
                                            in the form distributed to the Original Lenders prior to signing this Agreement;



 


		(e)	A legal opinion of Skadden, Arps, Slate,
                                            Meagher & Flom (UK) LLP, legal advisers to the Company in England as to English
                                            law, substantially in the form distributed to the Original Lenders prior to signing this
                                            Agreement;



 


		(f)	A legal opinion of MME Legal, legal advisers
                                            to the Company in Switzerland as to Swiss law, substantially in the form distributed to the
                                            Original Lenders prior to signing this Agreement;



 


		(g)	A legal opinion of Skadden, Arps, Slate,
                                            Meagher & Flom LLP, legal advisers to the Company in Delaware as to Delaware law,
                                            substantially in the form distributed to the Original Lenders prior to signing this Agreement;



 


		(h)	A legal opinion of Drinker Biddle &
                                            Reath LLP, legal advisers to the Company in New Jersey as to New Jersey law, substantially
                                            in the form distributed to the Original Lenders prior to signing this Agreement;



 


		(i)	A legal opinion of Ice Miller LLP, legal
                                            advisers to the Company in Indiana as to Indiana law, substantially in the form distributed
                                            to the Original Lenders prior to signing this Agreement.



 


		4.	Other
                                            documents and evidence



 


		(a)	Evidence
                                            that the Existing L/G Facility will be cancelled and fully refinanced no later than the
                                            satisfaction of each condition precedent pursuant to this Part 1 (Conditions Precedent
                                            to initial Utilisation) of Schedule 2 (Conditions Precedent) other than the condition
                                            under this paragraph 4(a).



 






    138


     


    

  


		(b)	Copy of an executed Electronic Platform
                                            Agreement with each Original Lender.



 


		(c)	Evidence that any process agent referred
                                            to in Clause 40.2 (Service of process), if not an Original Obligor, has accepted its
                                            appointment as well as a copy of the executed Process Agent Appointment Letter.



 


		(d)	A copy of any other authorisation or other
                                            document, opinion or assurance reasonably requested by the Agent (if it has notified the
                                            Company accordingly) in connection with the entry into and performance of the transactions
                                            contemplated by any Finance Document or for the validity and enforceability of any Finance
                                            Document.



 


		(e)	The Original Financial Statements of each
                                            Original Obligor.



 


		(f)	The Budget.



 


		(g)	An unaudited list of Material Domestic
                                            Subsidiaries as of the date of this Agreement.



 


		(h)	Evidence that the fees, costs and expenses
                                            then due from the Company pursuant to Clause 11 (Fees) and, to the extent invoiced
                                            at least one Business Day prior to the proposed Utilisation, Clause 16 (Costs and expenses)
                                            have been paid or will be paid by the first Utilisation Date.



 


		(i)	The Group Structure Chart.



 


		(j)	A certificate of the Company certifying
                                            that:



 


		(i)	all of the representations and warranties
                                            of the Company set forth in the Agreement are true and correct in all material respects (provided
                                            that any representation or warranty qualified by materiality or Material Adverse Effect
                                            is true and correct in all respects), except that to the extent that such representation
                                            or warranty expressly relates to an earlier date, such representation or warranty is true
                                            and correct as of such earlier date; and



 


		(ii)	no Default or Event of Default has occurred
                                            and is continuing.



 






    139


     


    

  


Part 2


 


Conditions Precedent required to be delivered
by an Additional Obligor 


 


		1.	An Accession Letter, duly executed by the
                                            Additional Obligor and the Company.



 


		2.	In relation to an Additional Obligor incorporated
                                            or established in Germany an up to date commercial register extract (Handelsregisterausdruck),
                                            its articles of association (Satzung) or partnership agreement (Gesellschaftsvertrag),
                                            copies of any by laws as well as a list of shareholders (Gesellschafterliste) (in
                                            each case, if applicable).



 


		3.	In relation to an Additional Obligor incorporated
                                            in a jurisdiction other than Germany, a copy of its constitutional documents.



 


		4.	In relation to an Additional Obligor incorporated
                                            or established in Germany a copy of a resolution signed by all the holders of the issued
                                            shares in such Additional Obligor and/or if applicable and required under the respective
                                            Additional Obligor’s constitutional documents a copy of a resolution of the supervisory
                                            board (Aufsichtsrat) and/or if applicable and required under the respective Additional
                                            Obligor’s constitutional documents the advisory board (Beirat) of such Additional
                                            Obligor approving the terms of, and the transactions contemplated by the Finance Documents.



 


		5.	In relation to an Additional Obligor incorporated
                                            in a jurisdiction other than Germany or England and Wales or a jurisdiction of the U.S. a
                                            copy of a resolution signed by all the holders of the issued shares in each such Additional
                                            Obligor if required under the respective Additional Obligor’s constitutional documents,
                                            approving the terms of, and the transactions contemplated by the Finance Documents.



 


		6.	A copy of a resolution of the board of
                                            directors or equivalent governing body of any Additional Obligor incorporated or established
                                            in a jurisdiction other than Germany:



 


		(a)	approving the terms of, and the transactions
                                            contemplated by, the Accession Letter and the Finance Documents and resolving that it execute
                                            the Accession Letter;



 


		(b)	authorising a specified person or persons
                                            to execute the Accession Letter on its behalf; and



 


		(c)	authorising a specified person or persons,
                                            on its behalf, to sign and/or despatch all other documents and notices (including, in relation
                                            to an Additional Borrower, any Utilisation Request) to be signed and/or despatched by it
                                            under or in connection with the Finance Documents.



 


		7.	A
                                            specimen of the signature of each person authorised to execute any Finance Document and other
                                            documents and notices (including, if relevant, any Utilisation Request and Selection Notice)
                                            to be signed and/or despatched by it under or in connection with the Finance Documents to
                                            which it is a party.



 


		8.	A certificate of an authorised signatory
                                            of the Additional Obligor certifying that each copy constitutional documents or resolution
                                            (including items listed in No. 4, 5 and 6, as applicable) listed in this Part 2
                                            (Conditions Precedent required to be Delivered by an Additional Obligor) of Schedule
                                            2 (Conditions Precedent) is correct, complete and in full force and effect as at a
                                            date no earlier than the date of the Accession Letter.



 






    140


     


    

 


 


		9.	A copy of any other authorisation or other
                                            document, opinion or assurance reasonably requested by the Agent in connection with the entry
                                            into and performance of the transactions contemplated by the Accession Letter or for the
                                            validity and enforceability of any Finance Document.






 


		10.	If available, the latest audited financial
                                            statements of the Additional Obligor.



 


		11.	A legal opinion of Latham & Watkins
                                            LLP, legal advisers to the Arranger and the Agent in Germany.



 


		12.	A legal opinion of the legal advisers
                                            to the Company in the jurisdiction in which the Additional Obligor is incorporated.



 


		13.	If the proposed Additional Obligor is
                                            incorporated in a jurisdiction other than Germany, evidence that the process agent specified
                                            in Clause 40.2 (Service of process), if not an Obligor, has accepted its appointment
                                            in relation to the proposed Additional Obligor together with a copy of the executed Process
                                            Agent Appointment Letter in relation to the proposed Additional Obligor.



 






    141


     


    

  


Schedule
3

Utilisation Request


 


	From:	[Borrower]



 


	To:	[Issuing Bank]



 


Dated:


 


Dear Sir or Madam


 


Hillenbrand, Inc.
- EUR 225,000,000 L/G Facility Agreement dated [●] (the "Agreement")


 


		1.	We
                                            refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have
                                            the same meaning in this Utilisation Request unless given a different meaning in this Utilisation
                                            Request.



 


		2.	We wish to arrange for an L/G to
                                            be issued on the following terms:



 


	 	Borrower and obligor
    of secured obligations:	 
	 	 	 
	 	Issuing Bank:1 	 
	 	 	 
	 	Proposed Utilisation Date:	[ · ]
    (or, if that is not a Business Day, the next Business Day)
	 	 	 
	 	Currency of L/G:	[ · ]
    
	 	 	 
	 	Amount:	[ · ]
    
	 	 	 
	 	Beneficiary:	[ · ]
    
	 	 	 
	 	Term or Maturity Date:	[ · ]
    
	 	 	 
	 	Type of L/ G:	[ · ]
    


 


		3.	We confirm that each condition
                                            specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of
                                            this Utilisation Request.



 


		4.	The Company confirms to each Finance
                                            Party that each of the Repeated Representations is true and correct in all material respects
                                            as at the date hereof as if made by reference to the facts and circumstances existing on
                                            the date hereof, except that to the extent that such representation or warranty expressly
                                            relates to an earlier date, such representation or warranty is true and correct as of such
                                            earlier date.



 


		5.	This Utilisation Request is irrevocable.



 


		6.	Delivery Instructions:



 


		7.	[specify delivery instructions]



 


		8.	The draft of the requested L/G
                                            is attached to this Utilisation Request.



 


 






		1 	 If more
                                            than one, portion of participation in L/G.



 






    142


     


    

  


Yours faithfully


 


	 	 



authorised signatory for 


[name of relevant Borrower]


 


	 	 




authorised signatory for 


Hillenbrand, Inc.2


 


 






		2 	If different
                                            from the Borrower



 






    143


     


    

  


Schedule
4

Form of Additional Commitment Request


  


		From:	Hillenbrand, Inc.



 


		To:	[Agent]



 


		Attn:	[ · ]



 


Dated:     [ · ]


 


Hillenbrand, Inc.
- EUR 225,000,000 L/G Facility Agreement dated [●] (the "Agreement")


 


Dear Sir or Madam,


 


		1.	We refer to the Agreement. This is an Additional
                                            Commitment Request. Terms defined in the Agreement shall have the same meaning in this Additional
                                            Commitment Request.



 


		2.	We
                                            hereby give you notice that we request the increase of the Total Commitments by an amount
                                            of  [ · ] pursuant to Clause
                                            2.3 (Allocation of Additional Commitments) of the Agreement.



 


		3.	[We
                                            will pay to each participating Lender participating with an amount of EUR [ · ],
                                            a participation fee of [ · ] per
                                            cent. [in each case] on the amount of the Commitment assumed by it, payable to [it/the Agent
                                            for the account of each such Lender] within five Business Days after effectiveness of the
                                            respective increase.]3 



 


		4.	We confirm that, at the date hereof, no
                                            Default has occurred which is continuing.



 


Yours faithfully


 


	 	 



authorised signatory for 


Hillenbrand, Inc.


 


 






		3 	Specify
                                            terms offered.



 






    144


     


    

  


Schedule
5

FORM OF Increase Confirmation


  


		To:	[ · ]
as Agent and [ · ] as Company



 


		From:	[the Increase Lender] (the "Increase Lender")



 


Dated: [ · ]


 


Hillenbrand, Inc.
- EUR 225,000,000 L/G Facility Agreement dated [●] (the "Agreement")


 


		1.	We
                                            refer to the Agreement. This is an Increase Confirmation. Terms defined in the Agreement
                                            have the same meaning in this Increase Confirmation unless given a different meaning in this
                                            Increase Confirmation.



 


		2.	We
                                            refer to Clause 2.2 (Increase).



 


		3.	The
                                            Increase Lender agrees to assume and will assume all of the obligations corresponding to
                                            the Commitment specified in the Schedule (the "Relevant Commitment") as if it was
                                            an Original Lender under the Agreement.



 


		4.	The
                                            proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment
                                            is to take effect (the "Increase Date") is [ · ].



 


		5.	On
                                            the Increase Date, the Increase Lender becomes a party to the Finance Documents as a Lender.



 


		6.	The
                                            Facility Office and address, fax number and attention details for notices to the Increase
                                            Lender for the purposes of Clause 30.2 (Addresses) are set out in the Schedule.



 


		7.	The Increase Lender expressly acknowledges
                                            the limitations on the Lenders' obligations referred to in paragraph 2.2(f) of Clause
                                            2.2 (Increase).



 


		8.	The
                                            Increase Lender expressly confirms that it [can/cannot] exempt the Agent from the restrictions
                                            pursuant to section 181 German Civil Code (Bürgerliches Gesetzbuch) and
                                            similar restrictions applicable to it pursuant to any other applicable law as provided for
                                            Clause 25.1 (Appointment of the Agent).



 


		9.	The Increase Lender confirms, for the benefit
                                            of the Agent and without liability to any Obligor, that it is:4 



 


		(a)	with respect to a German Borrower:



 


		(i)	[a Qualifying Lender (other than a Treaty
                                            Lender);]



 


		(ii)	[a Treaty Lender;]



 


		(iii)	[not a Qualifying Lender].



 


		(b)	with respect to a UK Borrower:



 


		(i)	[a Qualifying Lender (other than a Treaty
                                            Lender);]



  


 






		4 	Delete as applicable.
                                            Each Increase Lender is required to confirm which of these categories it falls within with
                                            respect to each relevant Borrower.



 






    145


     


    

  


		(ii)	[a Treaty Lender;]



 


		(iii)	[not a Qualifying Lender];



 


		(c)	with respect to a U.S. Borrower:



 


		(i)	[a Qualifying Lender;]



 


		(ii)	[not a Qualifying Lender]; and



 


		(d)	with respect to any other Borrower, is
                                            a Qualifying Lender.



 


		10.	[The Increase Lender confirms,
                                            for the benefit of each other Party to the Agreement that it [is]/[is not]5 a
                                            FATCA Exempt Party.]



 


		11.	[The Increase Lender confirms that the
                                            person beneficially entitled to interest payable to that Lender in respect of an advance
                                            under a Finance Document is either:



 


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



 


		(b)	a partnership each member of which is:



 


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



 


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



 


		(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.] 6 



 


		12.	[The
                                            Increase Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme
                                            (reference number [ · ])
                                            and is tax resident in [ · ],7
                                            so that interest payable to it by borrowers is generally subject to full exemption
                                            from UK withholding tax, and requests that the Parent notify:



 


		(a)	each Borrower which is a Party as a Borrower
                                            as at the Increase Date; and



 


		(b)	each Additional Borrower which becomes
                                            an Additional Borrower after the Increase Date,



 


that it wishes that scheme to apply
to the Agreement.] 8


 





 






		5 	Delete
                                            as applicable.
	 	  	 
	 	6 	Include if the Increase
                                            Lender comes within paragraph (ii)(A)(2) of the definition of Qualifying Lender in Clause
                                            12.1 (Definitions)
	 	  	 
	 	7 	Insert jurisdiction
                                            of tax residence.
	 	  	 
	 	8 	Include if the Increase
                                            Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to
                                            apply to the Agreement.



  






    146


     


    

 


 


		13.	The
                                            Increase Lender confirms, for the benefit of the Agent and without liability to any Obligor,
                                            that as of the date of this Increase Confirmation [it is / it is not]9
                                            a Swiss Qualifying Bank.






 


		14.	This Increase Confirmation may be executed
                                            in any number of counterparts and this has the same effect as if the signatures on the counterparts
                                            were on a single copy of this Increase Confirmation.



 


		15.	This Increase Confirmation and any non-contractual
                                            obligations arising out of or in connection with it are governed by German law.



 


 






		9 	Delete as applicable.



 






    147


     


    

 


 


THE SCHEDULE





 


Relevant Commitment/rights and obligations
to be assumed by the Increase Lender


 


[insert relevant details]


 


[Facility office address, fax number and attention
details for notices and account details for payments]


 


[Increase Lender]


 


By:


 


This Increase Confirmation is accepted by the
Company.


 


Company


 


By:


 


This
Increase Confirmation is accepted as an Increase Confirmation for the purposes of the Agreement by the Agent and the Company and the
Increase Date is confirmed as [ · ].


 


Agent


 


By:


 






    148


     


    

 


 


Schedule
6

Form of Transfer Certificate


  


		To:	[ · ]
                                            as Agent



 


		From:	[The Existing Lender]
                                            (the "Existing Lender") and [The New Lender] (the "New Lender")



 


Dated: [ · ]


 


Hillenbrand, Inc.
- EUR 225,000,000 L/G Facility Agreement dated [●] (the "Agreement")


 


		1.	We
                                            refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have
                                            the same meaning in this Transfer Certificate unless given a different meaning in this Transfer
                                            Certificate.



 


		2.	We
                                            refer to Clause 23.5 (Procedure for assignment and transfer by assumption of contract (Vertragsübernahme))
                                            of the Agreement:



 


		(a)	The
                                            Existing Lender and the New Lender agree to the Existing Lender assigning and transferring
                                            to the New Lender by assumption of contract (Vertragsübernahme) and in accordance
                                            with Clause (ii) (Procedure for assignment and transfer by assumption of contract
                                            (Vertragsübernahme)) of the Agreement all of the Existing Lender's rights and obligations
                                            under the Agreement and the other Finance Documents which relate to that portion of the Existing
                                            Lender's Commitment(s) and participations in L/Gs under the Agreement as specified in
                                            the Schedule.



 


		(b)	The
                                            proposed Transfer Date is [ · ].



 


		(c)	The
                                            Facility Office and address, fax number and attention details for notices of the New Lender
                                            for the purposes of Clause 30.2 (Addresses) of the Agreement are set out in the Schedule.



 


		3.	The
                                            New Lender expressly acknowledges the limitations on the Existing Lender's obligations set
                                            out in paragraph 23.4(c) of Clause 23.4 (Limitation of responsibility of Existing
                                            Lenders) of the Agreement.



 


		4.	The
                                            New Lender expressly confirms that it [can/cannot] exempt the Agent from the restrictions
                                            pursuant to section 181 German Civil Code (Bürgerliches Gesetzbuch) and
                                            similar restrictions applicable to it pursuant to any other applicable law as provided for
                                            in paragraph (c) of Clause Clause 25.1 (Appointment of the Agent) of the Agreement.



 


		5.	The New Lender confirms that it has acceded
                                            to the existing Electronic Platform Agreement.



 


		6.	The New Lender confirms, for the benefit
                                            of the Agent and without liability to any Obligor, that it is:



 


		(a)	with respect to a German Borrower:



 


		(i)	[a Qualifying Lender (other than a Treaty
                                            Lender)];



 


		(ii)	[a Treaty Lender;]



 


		(i)	[not
                                            a Qualifying Lender];



 


		(b)	with respect to a UK Borrower:



 


		(i)	[a Qualifying Lender (other than a Treaty
                                            Lender);]



 






    149


     


    

 


 


		(ii)	[a Treaty Lender;]



 


		(iii)	[not a Qualifying Lender];



 


		(c)	with respect to a U.S. Borrower:



 


		(i)	[a Qualifying Lender;]



 


		(ii)	[not a Qualifying Lender]; and



 


		(d)	with respect to any other Borrower, is
                                            a Qualifying Lender.10 



 


		7.	[The New Lender confirms, for the benefit
                                            of each other Party to the Agreement that it [is]/[is not]11 a FATCA Exempt Party.]



 


		8.	[The New Lender confirms that the person
                                            beneficially entitled to interest payable to that Lender in respect of an advance under a
                                            Finance Document is either:



 


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



 


		(b)	a partnership each member of which is:



 


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



 


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



 


		(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.]12 



 


		9.	[The
                                            New Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference
                                            number [ · ]) and is tax resident in [ · ],13
                                            so that interest payable to it by borrowers is generally subject to full exemption
                                            from UK withholding tax, and requests that the Parent notify:



 


		(a)	each Borrower which is a Party as a Borrower
                                            as at the Transfer Date; and



 


		(b)	each Additional Borrower which becomes
                                            an Additional Borrower after the Transfer Date,



 


that it wishes that scheme to apply
to the Agreement.]14


 


 






		10 	Delete
                                            as applicable - each New Lender is required to confirm which of these three categories it
                                            falls within.
	 	  	 
	 	11 	Delete as applicable.
	 	  	 
	 	12 	Include if New Lender
                                            comes within paragraph (ii)(A)(2) of the definition of Qualifying Lender in Clause 12.1 (Definitions)
	 	  	 
	 	13 	Insert jurisdiction
                                            of tax residence.
	 	  	 
	 	14 	Include if New Lender
                                            holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to apply
                                            to the Agreement.



 






    150


     


    

 


 


		10.	The
                                            New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that
                                            as of the date of this Transfer Certificate [it is / it is not]15 a Swiss
                                            Qualifying Bank.



  


		11.	This Transfer Certificate may be executed
                                            in any number of counterparts and this has the same effect as if the signatures on the counterparts
                                            were on a single copy of this Transfer Certificate.



 


		12.	This Transfer Certificate and any non-contractual
                                            obligations arising out of or in connection with it are governed by German law.



 


		13.	This Transfer Certificate has been entered
                                            into on the date stated at the beginning of this Transfer Certificate.



 


 






	15 	Delete
                                            as applicable.



 






    151


     


    

 



 


THE SCHEDULE


 


Commitment/rights
and obligations to be assigned and transferred by way of assumption of contract (Vertragsübernahme)


 


[insert relevant details]


 


[Facility Office address, fax number and attention
details for notices and account details for payments,]


 


	[Existing Lender]	[New Lender]
	 	 
	By:	By:


 


This
Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [●] [Agent]


 


By:


 






    152


     


    

 


Schedule
7

Form of Accession Letter


 


To:         [●]
as Agent


 


From:     [Subsidiary]
and Hillenbrand, Inc.


 


Dated: [●]


 


Dear Sir or Madam


 


Hillenbrand, Inc.
- EUR 225,000,000 L/G Facility Agreement dated [●] (the "Agreement")


 


		1.	We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning
in this Accession Letter unless given a different meaning in this Accession Letter.



 


		2.	[Subsidiary] agrees to become an Additional [Borrower]/[Guarantor] and to be bound by the terms of the
Agreement as an Additional [Borrower]/[Guarantor] pursuant to Clause 24.2 (Additional Borrowers)]/[Clause 24.4 (Additional Guarantors)]
of the Agreement. [Subsidiary] is a company duly incorporated under the laws of [name of relevant jurisdiction].



 


		3.	[The Company confirms as of the date hereof that no Default is continuing or would occur as a result of
[Subsidiary] becoming an Additional Borrower.]16



 


		4.	We confirm to each Finance Party that each of the Repeated Representations is true and correct in all
material respects in relation to us as at the date hereof as if made by reference to the facts and circumstances existing on the date
hereof, except that to the extent that such representation or warranty expressly relates to an earlier date, such representation or warranty
is true and correct as of such earlier date.



 


		5.	[[Subsidiary] confirms that it has acceded to the existing Electronic Platform Agreement.]17



 


		6.	[Subsidiary's] administrative details are as follows:



 


Address:


 


Fax No:


 


Attention:


 


		7.	This Accession Letter and any non-contractual obligations arising out of or in connection with it are
governed by German law.



 


		Hillenbrand,Inc.	[Subsidiary]



 





 











	16	Include in the case of an Additional Borrower.



	17	Include in the case of an Additional Borrower.



 






    153


     


    

 


Schedule
8

Form of Resignation Letter


 


To:         [●]
as Agent


 


From:     [resigning
Obligor] and Hillenbrand, Inc.


 


Dated: [●]


 


Dear Sir or Madam


 


Hillenbrand, Inc.
- EUR 225,000,000 L/G Facility Agreement dated [●] (the "Agreement")


 


		1.	We refer to the Agreement. This is a Resignation Letter. Terms defined in the Agreement have the same
meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.



 


		2.	Pursuant to [Clause 24.3 (Resignation of a Borrower)]/[Clause 24.5 (Resignation of a Guarantor)],
we request that [resigning Obligor] be released from its obligations as a [Borrower]/[Guarantor] under the Agreement.



 


		3.	We confirm that, as of the date hereof:



 


		(a)	no Default is continuing or would result from the acceptance of this request; and



 


		(b)	[●]18



 


		4.	This Resignation Letter and any non-contractual obligations arising out of or in connection with it are
governed by German law.



 


		Hillenbrand, Inc.	[Subsidiary]



 


		By:	By:



 





 



18            Insert any other conditions required by the Facility
Agreement.


 






    154


     


    

 


Schedule
9

Form of Compliance CErtificate


 


To:     [●]
as Agent


 


From:     Hillenbrand, Inc.


 


Dated: [●]


 


Dear Sir or Madam


 


Hillenbrand, Inc.
- EUR 225,000,000 L/G Facility Agreement dated [●] (the "Agreement")


 


		1.	We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same
meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.



 


		2.	We confirm that:



 


		(a)	Leverage in respect of the Relevant
Period ending [●] is [●] and complies with the requirements of paragraph 20.2(a) of
Clause 20.2 (Financial condition).



 


		(b)	Interest Coverage in respect
of the Relevant Period ending [●] is [●] and complies with the requirements
of paragraph 20.2(b) of Clause 20.2 (Financial condition).



 


		3.	We
confirm that as of [·] the following members of the Group constitute Material Subsidiaries for the purpose
of the Agreement: 19



 


		(a)	[●]



 


		(b)	Material Domestic Subsidiaries are marked with an * and Excluded Subsidiaries are marked with **.



 


		3.2	We confirm that, as of the date hereof, no Default is continuing.20



 


		4.	[According to the definition
of "L/G Fee Rate" the applicable L/G Fee Rate is [●] per cent. per annum.]



 


	Signed:	 	 	 
	 	Director	 	Director
	 	of	 	of
	 	Hillenbrand, Inc.	 	Hillenbrand, Inc.



 





 



19            Only relevant for annual certificate and to be confirmed
as of financial year end.


20            Only relevant for annual certificate.


 






    155


     


    

 


Schedule
10

LMA Form of Confidentiality Undertaking


 


		To:	[insert name of Potential Lender]



 


		Re:	The Facility



 


		Borrower:	[●] (the "Borrower")



 


		Amount:	[●]



 


		Agent:	[●]



 


Dear Sir or Madam


 


We understand that you are considering participating
in the Facility. In consideration of us agreeing to make available to you certain information, by your signature of a copy of this letter
you agree as follows:


 


		1.	Confidentiality Undertaking



 


You undertake:


 


		1.1	to keep the Confidential Information confidential and not to disclose it to anyone except as provided
for by paragraph 2 below and to ensure that the Confidential Information is protected with security measures and a degree of care that
would apply to your own confidential information;



 


		1.2	to keep confidential and not disclose to anyone the fact that the Confidential Information has been made
available or that discussions or negotiations are taking place or have taken place between us in connection with the Facility;



 


		1.3	to use the Confidential Information only for the Permitted Purpose;



 


		1.4	to use all reasonable endeavours to ensure that any person to whom you pass any Confidential Information
(unless disclosed under paragraph 2.2 below) acknowledges and complies with the provisions of this letter as if that person were also
a party to it; and



 


		1.5	not to make enquiries of any member of the Group or any of their officers, directors, employees or professional
advisers relating directly or indirectly to the Facility.



 


		2.	Permitted Disclosure



 


We agree that you may disclose Confidential
Information:


 


		2.1	to any of its Affiliates and Related Funds and any of its or their directors, officers, employees and
agents, including accountants, legal counsel and other advisors (it being understood that the persons to whom such disclosure is made
will be informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential)
in connection with this Agreement;



 


		2.2	to the extent requested by any regulatory authority purporting to have jurisdiction over such person or
its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners);



 


		2.3	to the extent required by applicable laws or regulations or by any subpoena or similar legal process (in
which case the Agent and the Lenders agree (except with respect to any audit or examination conducted by bank accountants or any self
regulatory authority or governmental or regulatory authority exercising examination or regulatory authority), to the extent practicable
and not prohibited by applicable law, rule or regulation, to inform the Company promptly thereof prior to the disclosure thereof);



 






    156


     


    

 


		2.4	in connection with the exercise of any remedies under this letter or any suit, action or proceeding relating
to this letter or the enforcement of its rights under this letter;



 


		2.5	to the extent such Confidential Information:



 


		(a)	becomes publicly available other than as a result of a breach of this letter;



 


		(b)	becomes available on a non-confidential basis from a source other than the Company; or



 


		2.6	with the prior written consent of us and the Company.



 


		3.	Notification of Required or Unauthorised Disclosure



 


You
agree (to the extent permitted by law) to inform us of the full circumstances of any disclosure under paragraph 2.2 or upon
becoming aware that Confidential Information has been disclosed in breach of this letter.


 


		4.	Return of Copies



 


If
we so request in writing, you shall return all Confidential Information supplied to you by us and destroy or permanently erase all copies
of Confidential Information made by you and use all reasonable endeavours to ensure that anyone to whom you have supplied any Confidential
Information destroys or permanently erases such Confidential Information and any copies made by them, in each case save to the extent
that you or the recipients are required to retain any such Confidential Information by any applicable law, rule or regulation or
by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy, or where the Confidential
Information has been disclosed under paragraph 2.2 above.


 


		5.	Continuing Obligations



 


The
obligations in this letter are continuing and, in particular, shall survive the termination of any discussions or negotiations between
you and us. Notwithstanding the previous sentence, the obligations in this letter shall cease (a) if you become a party or otherwise
acquire an interest, direct or indirect in the Facility or (b) thirty six (36) months after you have returned all Confidential Information
supplied to you by us and destroyed or permanently erased all copies of Confidential Information made by you (other than any such Confidential
Information or copies which have been disclosed under paragraph 2 above (other than sub paragraph 2.2) or which,
pursuant to paragraph 4 above, are not required to be returned or destroyed).


 


		6.	No Representation; Consequences of Breach, etc



 


You acknowledge and agree that:


 


		6.1	neither we nor any of our officers, employees or advisers (each a "Relevant Person") (i) make
any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness
of any of the Confidential Information or any other information supplied by us or any member of the Group or the assumptions on which
it is based or (ii) shall be under any obligation to update or correct any inaccuracy in the Confidential Information or any other
information supplied by us or any member of the Group or be otherwise liable to you or any other person in respect to the Confidential
Information or any such information; and



 






    157


     


    

 


		6.2	we or members of the Group may be irreparably harmed by the breach of the terms of this letter and damages
may not be an adequate remedy; each Relevant Person or member of the Group may be granted an injunction or specific performance for any
threatened or actual breach of the provisions of this letter by you.



 


		7.	No Waiver; Amendments, etc



 


This letter sets out the full extent
of your obligations of confidentiality owed to us in relation to the information the subject of this letter. No failure or delay in exercising
any right, power or privilege under this letter will operate as a waiver thereof nor will any single or partial exercise of any right,
power or privilege preclude any further exercise thereof or the exercise of any other right, power or privileges under this letter. The
terms of this letter and your obligations under this letter may only be amended or modified by written agreement between us.


 


		8.	Inside Information



 


You acknowledge that some or all of
the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited
by applicable legislation relating to insider dealing and you undertake not to use any Confidential Information for any unlawful purpose.


 


		9.	Nature of Undertakings



 


The undertakings given by you under
this letter are given to us and (without implying any fiduciary obligations on our part) are also given for the benefit of the Company
and each other member of the Group by way of a contract for the benefit of third parties (Vertrag zugunsten Dritter).


 


		10.	Third party rights



 


		10.1	Subject to paragraph 6 and paragraph 9 the terms of this letter may be enforced and relied upon only by
you and us.



 


		10.2	Notwithstanding any provisions of this letter, the parties to this letter do not re-quire the consent
of any Relevant Person or any member of the Group to rescind or vary this letter at any time.



 


		11.	Governing Law and Jurisdiction



 


This letter (including the agreement
constituted by your acknowledgement of its terms) shall be governed by and construed in accordance with the laws of Germany and the parties
submit to the non-exclusive jurisdiction of the district court (Landgericht) of Frankfurt am Main.


 


		12.	Definitions



 


In this letter (including the acknowledgement
set out below):


 


"Confidential Information"
means any information relating to the Company, the Group, and the Facility provided to you by us or any of our affiliates or advisers,
in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording
information which contains or is derived or copied from such information but excludes information that (a) is or becomes public knowledge
other than as a direct or indirect result of any breach of this letter or (b) is known by you before the date the information is
disclosed to you by us or any of our affiliates or advisers or is lawfully obtained by you after that date, other than from a source which
is connected with the Group and which, in either case, as far as you are aware, has not been obtained in violation of, and is not otherwise
subject to, any obligation of confidentiality;


 






    158


     


    

 


"Group" means the Borrower
and each of its holding companies and subsidiaries and each subsidiary of each of its holding companies.


 


"Participant Group"
means you, each of your holding companies and subsidiaries and each subsidiary of each of your holding companies; and


 


"Permitted Purpose"
means considering and evaluating whether to enter into the Facility.


 


Please acknowledge your agreement to the above
by signing and returning the enclosed copy.


 


Yours faithfully


 





 



For and on behalf of [Arranger]


 


To: [Arranger]


 


The Company and each other member of the Group


 


We acknowledge and agree to the above:


 





 



For and on behalf of [Potential Lender]


 






    159


     


    

 


Schedule
11

Timetables


 


	 	L/GS
	Request for approval as an Optional Currency, if required.	U-5
	Delivery of a duly completed Utilisation Request (Clause 5.1 (General))	U-3


 


"U" = date of utilisation


 


"U - X" = Business Days prior to date
of utilisation


 






    160


     


    

 


Schedule
12

Form of Process Agent Appointment Letter


 


		To:	[Coperion GmbH] as process agent



 


		From:	[Obligor]



 


Date: [ ⬤ ]


 


Dear Sir or Madam


 


Hillenbrand, Inc.
- EUR 225,000,000 L/G Facility Agreement dated [●] (the "Agreement")


 


We refer to the Agreement and hereby irrevocably
appoint you as our agent for service of process in relation to any proceeding before any German court in connection with the above mentioned
Agreement.


 


Signed:


 


	[	]



of


[Obligor]


 






    161


     


    

 


Schedule
13

Form of Electronic Platform agreement


 


[Attached.]


 






    162


     


    

 





ELECTRONIC PLATFORM AGREEMENT


 


USE OF @GLOBALTRADE PLATFORM FOR EXCHANGE OF TRADE
FINANCE INFORMATION


 


 


This Electronic Platform Agreement
(the “Agreement”) is made between


 


	(1)	[●] herein after referred to as (“Company”);
	 	 
	(2)	[●] herein after referred to as Borrowers (together with the
            Company, the “Borrowers”); and
	 	 
	(3)	[●] herein after referred to as Issuing Banks (together with
            any new Issuing Bank subsequently acceding to this Agreement, the “Issuing Banks”).



 


The Borrowers and the Issuing Banks are individually
referred to as “Party” and jointly as “Parties”.


 


PREAMBLE 


 


Whereas the Company has entered into
the EUR 225,000,000 Syndicated L/G Facility Agreement with the Issuing Banks originally dated [●] June 2022 (as amended and restated
or otherwise modified from time, the “Facility Agreement”).


 


In consideration of the mutual promises and covenants
made herein, the Parties agree as follows:


 


	1.	DEFINITIONS



 


1.1 In this Agreement:


 


“Effective Date” means [●].


 


1.2 Unless defined in this Agreement or the context
otherwise requires, terms and expressions defined in the Facility Agreement shall have the same meaning when used in this Agreement.


 


Hillenbrand
Electronic Platform Agreement


 






     


     


    

  


	2.	BACKGROUND & PURPOSE



 


In the effort to streamline its trade
finance communication with the Issuing Banks the Company has adopted @GlobalTrade Multi-bank Trade Finance Platform (the “Platform
Provider” or “GTC”) for managing bank guarantees (“@GlobalTrade”, the “Platform”).
This Agreement is an “Electronic Platform Agreement” in the meaning of the Facility Agreement and @GlobalTrade is an “Electronic
Platform” in the meaning of the Facility Agreement.


 


Subject to the occurrence of the Effective Date,
the Parties agree to use the Platform or SWIFT for administration and handling of all Utilisation Requests under the Facility Agreement
and the calculation of the L/G fees in accordance with clause 11.2 (L/G fee) of the Facility Agreement.


 


If an Issuing
Bank uses SWIFT, the data related to those instruments issued via SWIFT will not be visible in the @GlobalTrade platform for the relevant
Issuing Bank.


 


	3.	GUARANTEE ISSUANCE SERVICE



 


The service provided by the Platform
Provider via @GlobalTrade enables the Borrowers to digitise the handling of outgoing L/Gs with its Issuing Banks using the Internet.


 


From
the occurrence of the Effective Date, the Borrowers will use the Platform to initiate applications for L/Gs and will select which Issuing
Bank will issue them. The selected Issuing Bank will receive a SWIFT message or an email notification from the Platform when a new L/G
application is ready for processing. If the relevant Issuing Bank is not using SWIFT, such Issuing Bank will log onto the Platform using
its username and password to retrieve the L/G application. Once the L/G application is received and all relevant L/G Requirements as
set out in the Facility Agreement (including but not limited to conditions set out in clause 5.3 (Issue of L/Gs) and/or clause
5.4 (Extension of L/Gs) and/or clause 5.5 (Reversal and reduction of L/Gs)) have been met, the Issuing Bank will follow
the process of issuing an L/G in its back office system. The Issuing Bank will thereafter upload a digital copy of the actual L/G as
a PDF into the Platform or send it via SWIFT. The Issuing Bank will record its reference number, fees, out of pocket expenses and other
relevant information pertaining to the guarantee as may be required by the Platform’s mandatory fields or a SWIFT message. The
Issuing Bank will perform similar steps when processing amendment requests and claims received from the Platform or via SWIFT.
Extension or pay requests as well as reversal and reductions will also be processed through the Platform or via SWIFT.


 


Hillenbrand
Electronic Platform Agreement


 






     


     


    

 


 


Please note, that the Platform is
web-based and is hosted in a ISO 27001 Certified data center located in Toronto, Canada. There is no cost for the Issuing Banks to access
the Platform. The Company can register Issuing Bank(s) with the Platform and will provide the first user with its username and password.
The Issuing Bank may choose to register additional users and configure a 2 eye or 4 eye approval process.


 


The Issuing Bank may choose to use
the Platform’s IP Filtering functionality to restrict access to the Platform from computers located outside the Issuing Bank’s
office. This additional security measure is an optional feature that the Company will enable upon Issuing Banks’ request.


 


	3.1.	ELECTRONIC COMMUNICATION



 


The Borrowers shall deliver any Utilisation Request
to the Issuing Banks by electronic transfer only but subject to the provisions set out in clause 5 (Utilisation) of the Facility
Agreement.


 


During the term of the Facility Agreement,
but subject to the occurrence of the Effective Date, each Issuing Bank herewith irrevocably waives its right to require the Borrowers
to deliver any request via fax or by letter for any such transaction which the Borrowers can administer by using the Platform notwithstanding
any contradictory clauses in the Facility Agreement.


 


This does not apply if the Platform
is deemed to be “not available” pursuant to clause 1.2 (g) (Construction) of the Facility Agreement. In this case
all Utilisation Requests need to be handled in accordance with clause 5 (Utilisation) under the terms set out therein if the Platform
is not available. Each Utilisation Request made by the Borrowers via fax or by letter and all the L/Gs issued by the relevant Issuing
Bank thereunder have to be recorded into the Platform by the relevant Borrower (or the Company on its behalf) and the relevant Issuing
Bank without undue delay as soon as the technical error, defect or operating error has been fixed.


 


Hillenbrand
Electronic Platform Agreement





 



     


     


    




 


	3.2.	RESPONSIBILITIES OF THE COMPANY



 


The Company shall register the Issuing
Banks with the Platform in the case that SWIFT is not used. The Company shall provide free access to the Platform to the Issuing Banks
for the duration of this Agreement and the Facility Agreement.


 


The Company shall inform the Platform
Provider about (i) adjustments to the L/G Fee Rate and (ii) the initial Commitment according to the Facility Agreement.


 


	3.3.	RESPONSIBILITIES OF THE BORROWERS



 


The Borrowers shall request issuance
of L/Gs and the respective amendments from the Issuing Banks through the Platform or via SWIFT. The Company shall also use the Platform
or SWIFT for handling reductions, extend or pay requests and claims. The Borrowers (or the Company on their behalf) shall provide or
shall load currency exchange rates to the Electronic Platform immediately prior to the date on which a Report is prepared representing
the Spot Rate of Exchange of that day. Electronic communication received through the Platform or via SWIFT the Borrowers will accept
as original communication without paper confirmation to follow.


 


	3.4.	RESPONSIBILITIES OF THE ISSUING BANKS



 


The Issuing Banks shall use the Platform
or SWIFT as its primary communication channel with the Borrowers for handling L/Gs, subject to the provisions for handling L/Gs as set
out in the Facility Agreement. The Issuing Banks shall access the Platform upon receipt of email notification that a new L/G request
is available. Each Issuing Bank will use its best efforts to issue a new L/G or an amendment to an existing L/G soonest from the receipt
of notification from the Platform or SWIFT providing there is no clarification required on the wording of the L/G. Once the L/G is legally
issued an Issuing Bank shall promptly set the status of the L/G to “Issued” or send an issuance confirmation message via
SWIFT.


 


The Issuing Bank is obliged to notify
the Platform Provider of any changes of its Commitments without unreasonable delay.


 


Furthermore an Issuing Bank shall ensure
to release L/Gs promptly within the Platform or via SWIFT. Any delay of more than 5 Business Days in releasing L/Gs which leads to a
wrong fee calculation can be claimed by the Company from the respective Issuing Bank. For auditing reason the Company may request a reconciliation
between the Issuing Bank ́s records and balances shown within the Platform.


 


Hillenbrand
Electronic Platform Agreement


 






     


     


    

 


 


	4.	REPRESENTATIONS



 


Each Party represents and warrants


 


	(i)	that it has full capacity and ability to enter
                                   into this Agreement and fulfil its obligations hereunder; and
	 	 
	(ii)	that this Agreement and all performance there under is in compliance
             with laws and regulations applicable to that party.



 


	5.	TERM AND TERMINATION



 


5.1.    
This Agreement shall terminate


 


	(a)	automatically and without special notice to
                                   any other Party in case any Party ceases being a party to the Facility Agreement (as amended from
                                   time to time) and on the same date as it is released from its rights and obligations under the Facility
                                   Agreement; or



 


	(b)	on the date specified by either Party in a
                                   written notice to all other Parties that the respective Party wishes to terminate the arrangements
                                   as set out in this Agreement. This date shall be not less than 60 days after the date of this notice.



 


5.2.    
In case of termination of this Agreement under Clause 5.1 (a) above such termination shall only apply with respect to the
Party being released from the Facility Agreement.


 


5.3.    
In case of termination of this Agreement under Clause 5.1(b) above termination shall be without prejudice to the obligations
of any Party under the Facility Agreement.


 


	6.	ASSIGNMENT



 


The Borrowers may not assign its obligations
under this Agreement without the prior written approval by the Issuing Banks.


 


Hillenbrand
Electronic Platform Agreement


 






     


     


    

  


	7.	NOTICES AND OTHER COMMUNICATIONS



 


Any and all notices, statements, demands or other
communications hereunder may be given by a party to the other to the addresses stated below;


 


In case to the Issuing Banks:


 


[●]


 


	Att.:	[●]
	 	 
	Tel.:	[●]
	 	 
	Email:	[●]



 


In case to the Company:


 


[●]


 





	Att.:	[●]
	 	 
	Tel.:	[●]
	 	 
	Email:	[●]





 


In case to the Platform Provider:


 


[●]


  


	Att.:	[●]
	 	 
	Tel.:	[●]
	 	 
	Email:	[●]








 


	8.	LIMITATION OF LIABILITY



 


Clause 5.2 (b) (Utilisation) of the Facility
Agreement shall apply mutatis mutandis to this Agreement.


 


	9.	MISCELLANEOUS



 


	9.1	Other provisions



 


Clauses 35 (Confidentiality), 39 (Governing
law), 40 (Enforcement), 41 (waiver of jury trial) of the Facility Agreement shall apply mutatis mutandis to
this Agreement.


 


Hillenbrand
Electronic Platform Agreement


 






     


     


    

  


9.2 Incorporation
of additional agreements


 


Additional services may be agreed between the
Parties through the execution of additional order forms, each of which shall be incorporated into this Agreement by reference and shall
be effective as of the date provided thereon.


 


9.3 Conflicts


 


In case of conflict between any provision set
out in this Agreement and the terms set out in the Facility Agreement for handling L/Gs, the terms of the Facility Agreement shall prevail
over this Agreement.


 


	10.	CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)



 


The Parties may choose to conclude
this Agreement by an exchange of signed signature page(s), transmitted by any means of telecommunication (telekommunikative Übermittlung)
such as by way of fax or electronic photocopy.


 


If the Parties choose to conclude this
Agreement pursuant this Clause 10, they will transmit the signed signature page(s) of this Agreement to [ l ]
(each a "Recipient"). The Agreement will be considered concluded once one Recipient has actually received the signed
signature page(s) (Zugang der Unterschriftsseite(n)) from all Parties (whether by way of fax, electronic photocopy or other means of
telecommunication) and at the time of the receipt of the last outstanding signature page(s) by one Recipient.


 


For the purposes of this Clause 10
only, the Parties appoint each Recipient as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient
to collect the signed signature page(s) from all and for all Parties. For the avoidance of doubt, each Recipient will have no further
duties connected with its position as Recipient. In particular, each Recipient may assume the conformity to the authentic original(s)
of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature
page(s) and the signing authority of the signatories.


 


This Agreement has been entered into on the date
stated at the beginning of this Agreement.


 


Hillenbrand
Electronic Platform Agreement


 






     


     


    

 


[Signature pages to be attached]


 


Hillenbrand
Electronic Platform Agreement


 






     


     


    

 




 





Schedule
14

List of Initial Material Subsidiaries


 


Batesville
Casket Company, Inc.*


 


Batesville
Services, Inc.*


 


K-Tron
Investment Co.*


 


Process
Equipment Group, Inc.*


 


Hillenbrand
Luxembourg, Inc.*


 


Milacron
Plastics Technologies Group LLC*


 


Milacron
Marketing Company LLC*


 


Milacron
LLC*


 


Hillenbrand Switzerland GmbH


 


Coperion K-Tron (Schweiz) GmbH


 


Hillenbrand Germany Holding GmbH


 


Coperion GmbH


 


Milacron India Private Limited


 


Milacron Investments B.V.


 


Milacron B.V.


 


Mold Masters Luxembourg Holdings Sárl


 


Mold Masters Luxembourg Acquisitions Sárl


 


Mold Masters (2007) Limited


 


Mold Masters Hong Kong Acquisitions Limited


 


Mold Masters (Kunshan) Co. Ltd


 


Ferromatik Milacron GmbH


 


*Material
Domestic Subsidiary


 






    163


     


    

 


Schedule
15

Form of Bank Guarantee


 


Beneficiary:
[●]


 


EUR
225,000,000 L/G Facility Agreement dated [●] between, amongst others, Hillenbrand, Inc. as the company, Commerzbank
Aktiengesellschaft as arranger, Commerzbank Finance & Covered Bonds S.A. as agent and certain other financial institutions as
lenders and as issuing banks (the "Facility Agreement")


 


We have been informed that you have issued the
guarantees set out in Annex 1 hereto under the Facility Agreement (hereinafter the "Guarantees"). These Guarantees shall
be fully secured by this Counter Guarantee in your favour.


 


This being premised, we hereby open in your favour
our irrevocable Counter Guarantee number (..) for an amount of (amount) (amount in words) being our proportionate liability
of (amount) of the Guarantees issued by you, available against your authenticated swift / tested telex / written request received
by registered mail or courier at our address set out below stating either (i) that you have duly issued your Guarantee (setting out
what type of guarantee you have issued referring to Annex 1) and that you have received a claim in accordance with the terms of such Guarantee
and specifying the amount claimed thereunder or (ii) that this Counter Guarantee will expire within 30 days of such authenticated
swift / tested telex / written request, and the following (insert Guarantee details from Annex 1) remain outstanding and no cash
collateral or replacement counter guarantee satisfactory to you have been received by you, and specifying the amount claimed thereunder.


 


This Counter Guarantee expires on (date)
(the "Expiry Date").


 


This Counter Guarantee is personal to you and
not assignable without our prior written consent.


 


The construction, validity and performance of
this Counter Guarantee shall be governed by and construed in accordance with German law and any dispute shall be submitted to the exclusive
jurisdiction of the Frankfurt am Main courts in Germany.


 


In the event of a drawing under this Counter Guarantee
our maximum aggregate liability is restricted to (amount) (amount in words).


 


We undertake to pay to you on your first authenticated
swift / tested telex / written request received by registered mail or courier at our address set out above any amount that you may claim
not exceeding the maximum amount stated above provided that such demand is made in accordance with the terms of this Counter Guarantee
and is received before close of business (German CET time) on the Expiry Date.


 


This Counter Guarantee shall be available for
multiple drawings.


 


Special Conditions:


 


The stated amount of this Counter Guarantee shall
also be reduced from time to time, upon receipt by Commerzbank Finance & Covered Bonds S.A. of the following:


 


your statement (such statements to be delivered
on a quarterly basis), purportedly signed by one of your authorised financial officers reading as follows, on or prior to the Expiry Date
hereof, stating therein the following:


 


The outstanding Guarantees no.(s) (supply
relevant number(s) per attached Annex 1) issued by you or on your behalf for the account of (name), has (have) expired
(such that there is no further liability under such Guarantee) with an unused balance of EUR/USD (supply amount), therefore Commerzbank
Finance & Covered Bonds S.A. is instructed and authorized to reduce the stated amount of their Counter Guarantee number (insert
number) by such amount.


 






    164


     


    

 


and/or


 


The outstanding Guarantees no.(s) (supply
relevant number(s) per attached Annex 1) issued by you or on your behalf for the account of (name), has (have) been returned
to us for cancellation and has (have) been terminated by us with an unused balance of EUR/USD (supply amount), therefore Commerzbank
Finance & Covered Bonds S.A. is instructed and authorized to reduce the stated amount of their Counter Guarantee number (insert
number) by such amount.


 


and/or


 


The outstanding Guarantees no.(s) (supply
relevant number(s) per attached Annex 1) issued by you or on your behalf for the account of (name), has (have) been reduced
by EUR/USD (supply amount), therefore Commerzbank Finance & Covered Bonds S.A. is instructed and authorized to reduce
the stated amount of their Counter Guarantee number (insert number) by such amount.


 


(BANK)


 


(address)


 






    165


     


    

 


Exhibit 1


 


To Counter Guarantee No


 


Secured Guarantees


 


	Guarantee No.	 	Beneficiary	 	Currency	 	Guarantee Amount



 






    166


     


    

 



 


Schedule
16

List of Existing L/GS


 






    167 


     


    

  







	Bank short

 name	Bank Ref. No.	Applicant Name	Nominal 

Currency	Nominal 

Amount	Beneficiary Name
	COBA-DE	AZSAV70360050001	Coperion GmbH	EUR	1,497,500.00	SolvaySpecialtyPolymers(Changshu)Co
	COBA-DE	AZSAV70360040001	Coperion GmbH	EUR	183,000.00	SOLVAY (CHINA) CO., LTD
	COBA-DE	SCOAV70492310001	Coperion GmbH	EUR	1,620,532.96	Cellforce Group GmbH
	COBA-DE	AZSAV70362180001	Coperion GmbH	EUR	193,570.00	Covestro NV
	COBA-DE	AZSAV70363680001	Coperion GmbH	EUR	592,000.00	Avient Espana S.L.U.
	COBA-DE	AZSAV70364710001	Coperion GmbH	EUR	167,796.60	UBS SWITZERLAND AG
	COBA-DE	AZSAV70368110001	Coperion GmbH	EUR	84,327.90	AXENS SA Comptabilite
	COBA-DE	AZSAV70368960001	Coperion GmbH	EUR	1,355,415.00	INDAVER Plastics2Chemicals NV
	COBA-DE	AZSAV70369610001	Coperion GmbH	EUR	2,907,400.00	ZHEJIANG Petroleum and Chemical
	COBA-DE	SCOAV70525630001	Coperion GmbH	EUR	370,579.80	Karlsruher Institut fuer
	COBA-DE	SCOAV70523030001	Coperion GmbH	EUR	255,219.30	BYK-Chemie GmbH
	COBA-DE	AZSAV70370610001	Coperion GmbH	EUR	515,820.00	BENVIC SAS
	COBA-DE	AZSAV70318750001	Coperion GmbH (CGG)	CHF	6,000.00	Schweizer Eidgenossenschaft
	COBA-DE	FGSAV70011300001	Coperion GmbH (CGG)	EUR	800,000.00	Christ Immobilien GmbH
	COBA-DE	AZSAV70276410001	Coperion GmbH (CST)	EUR	905,000.00	Tecnimont HQC S.c.a.r.l.
	COBA-DE	AZSAV70276420001	Coperion GmbH (CST)	EUR	2,270,000.00	Tecnimont HQC S.c.a.r.l.
	COBA-DE	AZSAV70338980001	Coperion GmbH (CST)	EUR	1,585,541.00	Qingdao Jinneng New
	COBA-DE	AZSAV70344090001	Coperion GmbH (CST)	EUR	5,347,083.33	Ningbo Kingfa Advanced Materials 
	COBA-DE	AZSAV70362520001	Coperion GmbH (CST)	EUR	790,245.20	Liaoning Bora New Materials Co.,
	COBA-DE	SCOAV70443160001	Coperion GmbH (CST)	EUR	1,509,420.00	SINOPEC Europa GmbH
	COBA-DE	AZSAV70352070001	Coperion GmbH (CST)	EUR	10,548,570.00	Zhejiang Petroleum + Chem. Co., Ltd
	COBA-DE	AZSAV70355650001	Coperion GmbH (CST)	EUR	2,572,000.00	CHINA NATIONAL CHEMICAL ENGINEERING
	COBA-DE	AZSAV70346450001	Coperion GmbH (CST)	EUR	499,000.00	Oriented-film Innovation 
	COBA-DE	AZSAV70359410001	Coperion GmbH (CST)	EUR	405,408.00	Liaoning Bora New Materials Co.,
	COBA-DE	AZSAV70367860001	Coperion GmbH (CST)	EUR	436,331.00	Liaoning Bora New Materials Co.,
	COBA-DE	AZSAV70360830001	Coperion GmbH (CST)	EUR	119,600.30	HELLENIC Cables S.A.
	COBA-DE	AZSAV70365070001	Coperion GmbH (CST)	EUR	16,704.00	Liaoning Bora New Materials Co.,
	COBA-DE	AZSAV70366270001	Coperion GmbH (CST)	EUR	689,038.80	Liaoning Bora New Materials Co.,
	COBA-DE	AZSAV70362590001	Coperion GmbH (CST)	EUR	1,227,500.00	Solvay Specialty Polymers Belgium
	COBA-DE	AZSAV70364470001	Coperion GmbH (CST)	EUR	751,000.00	PJSC Kazanorgsintez
	COBA-DE	AZSAV70364680001	Coperion GmbH (CST)	EUR	300,000.00	HELLENIC Petroleum S.A.
	COBA-DE	AZSAV70365280001	Coperion GmbH (CST)	EUR	135,000.00	HELLENIC PETROLEUM S.A.
	COBA-DE	AZSAV70365330001	Coperion GmbH (CST)	EUR	111,339.60	Secunda Operations a division of
	COBA-DE	AZSAV70367870001	Coperion GmbH (CST)	EUR	664,242.60	Liaoning Bora New Materials Co.,
	COBA-DE	AZSAV70367880001	Coperion GmbH (CST)	EUR	646,573.40	Liaoning Bora New Materials Co.,
	COBA-DE	AZSAV70280750001	Coperion GmbH (CST)	EUR	15,656.50	Arkema Chemicals India Pvt Ltd.
	COBA-DE	AZSAV70312700001	Coperion GmbH (CST)	EUR	75,592.00	Reliance Industries Limited
	COBA-DE	AZSAV70315790001	Coperion GmbH (CST)	EUR	42,209.30	Reliance Industries Limited
	COBA-DE	AZSAV70321060001	Coperion GmbH (CST)	EUR	11,790.70	Reliance Industries Limited



 






     


     


    

 


 


	COBA-DE	FGSAV70020450001	Coperion GmbH (CST)	EUR	20,000.00	Hauptzollamt Stuttgart
	COBA-DE	AZSAV70366590001	Coperion GmbH (CST),	USD	264,000.00	GAIL (INDIA) Limited
	COBA-DE	AZSAV70367100001	Coperion GmbH (CST),	USD	250,000.00	China Petrochemical International
	COBA-DE	AZSAV70333130001	Coperion GmbH (CWG)	EUR	62,168.00	CB and I, LLC
	COBA-DE	SCOAV70316280001	Coperion GmbH (CWG)	EUR	32,407.87	BOKELA GmbH
	COBA-DE	SCOAV70336660001	Coperion GmbH (CWG)	EUR	24,157.00	KDH Humboldt Wedag GmbH
	COBA-DE	AZSAV70335600001	Coperion GmbH (CWG)	EUR	16,668.00	CB and I, LLC
	COBA-DE	AZSAV70336640001	Coperion GmbH (CWG)	EUR	251,000.00	Zhejiang Dushan Energy Co. Ltd.
	COBA-DE	AZSAV70337140001	Coperion GmbH (CWG)	EUR	4,491,598.00	CB and I, LLC
	COBA-DE	AZSAV70337070001	Coperion GmbH (CWG)	EUR	346,771.00	Repsol Quimica S. A.
	COBA-DE	AZSAV70346380001	Coperion GmbH (CWG)	EUR	28,296.20	Shanghai Bloom Technology Inc.
	COBA-DE	AZSAV70343080001	Coperion GmbH (CWG)	EUR	27,101.85	Shanghai Bloom Technology Inc.
	COBA-DE	AZSAV70349890001	Coperion GmbH (CWG)	EUR	28,528.40	Shanghai Bloom Technology Inc.
	COBA-DE	AZSAV70350730001	Coperion GmbH (CWG)	EUR	4,955,660.00	Zhejiang Petroleum and Chemical 
	COBA-DE	AZSAV70349880001	Coperion GmbH (CWG)	EUR	18,481.45	Shanghai Bloom Technology Inc.
	COBA-DE	AZSAV70346400001	Coperion GmbH (CWG)	EUR	35,807.70	Shanghai Bloom Technology Inc.
	COBA-DE	AZSAV70346390001	Coperion GmbH (CWG)	EUR	1,229.05	Shanghai Bloom Technology Inc.
	COBA-DE	AZSAV70346950001	Coperion GmbH (CWG)	EUR	25,500.00	Sumec International Technology
	COBA-DE	AZSAV70347260001	Coperion GmbH (CWG)	EUR	5,000.00	KPMG Legal ehf.
	COBA-DE	AZSAV70348570001	Coperion GmbH (CWG)	EUR	2,627.15	Shanghai Bloom Technology Inc.
	COBA-DE	AZSAV70348590001	Coperion GmbH (CWG)	EUR	1,405.60	Shanghai Bloom Technology Inc.
	COBA-DE	AZSAV70348580001	Coperion GmbH (CWG)	EUR	16,259.55	Shanghai Bloom Technology Inc.
	COBA-DE	AZSAV70348690001	Coperion GmbH (CWG)	EUR	27,200.00	Hankle Protech Inc.
	COBA-DE	AZSAV70349340001	Coperion GmbH (CWG)	EUR	13,500.00	Hankle Protech Inc.
	COBA-DE	AZSAV70349330001	Coperion GmbH (CWG)	EUR	22,000.00	Hankle Protech Inc.
	COBA-DE	AZSAV70349350001	Coperion GmbH (CWG)	EUR	5,860.00	Hankle Protech Inc.
	COBA-DE	AZSAV70349310001	Coperion GmbH (CWG)	EUR	12,566.85	Shanghai Bloom Technology Inc.
	COBA-DE	AZSAV70349300001	Coperion GmbH (CWG)	EUR	5,665.80	Shanghai Bloom Technology Inc.
	COBA-DE	AZSAV70350050001	Coperion GmbH (CWG)	EUR	669.50	Shanghai Bloom Technology Inc.
	COBA-DE	AZSAV70350040001	Coperion GmbH (CWG)	EUR	4,782.75	Shanghai Bloom Technology Inc.
	COBA-DE	AZSAV70350740001	Coperion GmbH (CWG)	EUR	3,916,600.00	Zhejiang Petroleum and Chemical 
	COBA-DE	AZSAV70350940001	Coperion GmbH (CWG)	EUR	443,830.00	Samsung Engineering Co. Ltd.,
	COBA-DE	AZSAV70350930001	Coperion GmbH (CWG)	EUR	316,565.00	Samsung Engineering Co. Ltd.,
	COBA-DE	AZSAV70351640001	Coperion GmbH (CWG)	EUR	62,281.25	Shanghai Bloom Technology Inc.
	COBA-DE	AZSAV70354880001	Coperion GmbH (CWG)	EUR	1,259,725.00	Zhejiang Petroleum and Chemical
	COBA-DE	AZSAV70355840001	Coperion GmbH (CWG)	EUR	630,000.00	Tecnicas Reunidas S.A.
	COBA-DE	AZSAV70355890001	Coperion GmbH (CWG)	EUR	315,000.00	Tecnicas Reunidas S.A.
	COBA-DE	AZSAV70355850001	Coperion GmbH (CWG)	EUR	108,000.00	Tecnicas Reunidas S.A.




     


     


    

 


	COBA-DE	AZSAV70355870001	Coperion GmbH (CWG)	EUR	54,000.00	Tecnicas Reunidas S.A.
	COBA-DE	AZSAV70359340001	Coperion GmbH (CWG)	EUR	315,000.00	Tecnicas Reunidas S.A.
	COBA-DE	AZSAV70365080001	Coperion GmbH (CWG)	EUR	315,000.00	Tecnicas Reunidas S.A.
	COBA-DE	AZSAV70359360001	Coperion GmbH (CWG)	EUR	54,000.00	Tecnicas Reunidas S.A.
	COBA-DE	AZSAV70365090001	Coperion GmbH (CWG)	EUR	54,000.00	Tecnicas Reunidas S.A.
	COBA-DE	SCOAV70480950001	Coperion GmbH (CWG)	EUR	18,971.34	Claudius Peters Projects GmbH
	COBA-DE	AZSAV70361770001	Coperion GmbH (CWG)	EUR	70,557.90	PJSC Kazanorgsintez
	COBA-DE	SCOAV70492260001	Coperion GmbH (CWG)	EUR	148,750.00	Koemmerling Chemische Fabrik GmbH
	COBA-DE	AZSAV70368480001	Coperion GmbH (CWG)	EUR	4,741,802.00	Zhejiang Petroleum and Chemical
	COBA-DE	AZSAV70369560001	Coperion GmbH (CWG)	EUR	30,000.00	Brilen Tech, SA
	COBA-DE	AZSAV70275790001	Coperion GmbH (CWG)	EUR	864,300.00	Tecnimont HQC S.c.a.r.l.
	COBA-DE	AZSAV70359400001	Coperion S.r.l.	EUR	314,610.00	United Surface Solutions LLC
	COBA-DE	AZSAV70368430001	Coperion S.r.l.	EUR	69,600.00	Bahrain Pipes B.S.C.
	COBA-DE	SCOAV70393150001	Ferromatik Milacron GmbH	EUR	11,250.00	Volkswagen Leasing
	COBA-DE	SCOAV70393250001	Ferromatik Milacron GmbH	EUR	11,250.00	Volkswagen Leasing
	COBA-DE	SCOAV70393280001	Ferromatik Milacron GmbH	EUR	11,250.00	Volkswagen Leasing
	COBA-DE	SCOAV70393290001	Ferromatik Milacron GmbH	EUR	11,250.00	Volkswagen Leasing
	COBA-DE	SCOAV70393190001	Ferromatik Milacron GmbH	EUR	11,250.00	Volkswagen Leasing
	COBA-DE	SCOAV70429340001	Ferromatik Milacron GmbH	EUR	29,000.00	Gebrüder S p o h n GmbH
	COBA-DE	AZSAV70367260001	Ferromatik Milacron GmbH	EUR	175,938.00	Persico SpA
	COBA-DE	SCOAV70440630001	Mold-Masters Europe GmbH	EUR	120,000.00	GbR Baden-Baden
	COBA-DE	AZSAV70356840001	VSI International NV	EUR	335,933.51	Openbare Afvalstoffenmaatschappij
	HSBC-DE	GDAPG2102925	Coperion GmbH	EUR	46,270.43	BASF Performance Polymers GmbH
	HSBC-DE	GFAPG2102778	Coperion GmbH	EUR	293,357.80	Compoundmaster Gulf (TOSAF Group)
	HSBC-DE	GFAPG2102651	Coperion GmbH	EUR	428,884.40	KUMHO Polychemical Co. Ltd.
	HSBC-DE	GFAPG2200048	Coperion GmbH	EUR	7,391,480.40	SUMEC International Technology
	HSBC-DE	GDAPG2200052	Coperion GmbH	EUR	135,303.00	BASF Performance Polymers GmbH
	HSBC-DE	GDAPG2200861	Coperion GmbH	EUR	61,603.78	BASF Polyurethanes GmbH
	HSBC-DE	GDAPG2200879	Coperion GmbH	EUR	46,680.20	BASF Schwarzheide GmbH
	HSBC-DE	GFPEB2201179	Coperion GmbH	EUR	9,600.00	LUBRIZOL LZ Spec Chems Mfg Co Ltd
	HSBC-DE	GFPEB2201178	Coperion GmbH	EUR	59,040.00	LUBRIZOL LZ Spec Chems Mfg Co Ltd
	HSBC-DE	GDAPG2201207	Coperion GmbH	EUR	86,394.00	BASF Schwarzheide GmbH
	HSBC-DE	GFPEB2001840	Coperion GmbH (CST)	EUR	381,602.91	Qatar Chemical Company Ltd.
	HSBC-DE	GFPEB2001841	Coperion GmbH (CST)	EUR	244,627.97	Qatar Chemical Company Ltd.
	HSBC-DE	GFPEB2001842	Coperion GmbH (CST)	EUR	49,722.99	Qatar Chemical Company Ltd.
	HSBC-DE	GFREB1902519	Coperion GmbH (CST)	EUR	187,500.00	Borealis Polymers Oy
	HSBC-DE	GFREB2101449	Coperion GmbH (CST)	EUR	129,000.00	Taizhou Hengchuan New Energy 
	HSBC-DE	GFAPG2102306	Coperion GmbH (CST)	EUR	5,834,000.00	Jinneng Chemical(Qingdao)Co.,Ltd. 
	HSBC-DE	GDAPG2102864	Coperion GmbH (CST)	EUR	49,980.00	TRINSEO Deutschland 




     


     


    

 


	HSBC-DE	GFAPG2200202	Coperion GmbH (CST)	EUR	2,200,000.00	TECHNIP India Limited
	HSBC-DE	GDREB2000803	Coperion GmbH (CWG)	EUR	16,809.46	ThyssenKrupp Industrial Solutions
	HSBC-DE	GDREB2000805	Coperion GmbH (CWG)	EUR	8,290.25	ThyssenKrupp Industrial Solutions
	HSBC-DE	GDREB2001652	Coperion GmbH (CWG)	EUR	17,110.00	Akzenta Paneele und Profile GmbH
	HSBC-DE	GFREB2002660	Coperion GmbH (CWG)	EUR	274,050.00	Hanwha Engineering and 
	HSBC-DE	GFREB2002658	Coperion GmbH (CWG)	EUR	108,350.00	Hanwha Solutions Corporation 
	HSBC-DE	GDREB2002726	Coperion GmbH (CWG)	EUR	21,402.00	Akzenta Paneele und Profile GmbH
	HSBC-DE	GFPEB2100863	Coperion GmbH (CWG)	EUR	229,000.00	CHEMINVEST s.r.o.
	HSBC-DE	GFPEB1802642	Rotex Europe Ltd.	USD	455,672.00	Mitsubishi Heavy Industries
	HSBC-DE	GFPEB2000723	Rotex Europe Ltd.	EUR	72,832.50	JESA SA
	HSBC-DE	GFPEB2000724	Rotex Europe Ltd.	EUR	72,832.50	JESA SA
	HSBC-DE	GFPEB2000725	Rotex Europe Ltd.	EUR	72,832.50	JESA SA
	HSBC-DE	GFPEB2001167	Rotex Europe Ltd.	EUR	2,430.00	FIVES SOLIOS
	HSBC-DE	GFREB2000378	Rotex Europe Ltd.	EUR	189,500.00	ThyssenKrupp Industrial Solutions
	HSBC-DE	GFREB2001723	Rotex Europe Ltd.	USD	16,114.20	Bunge Ukraine
	HSBC-DE	GFPEB2002172	Rotex Europe Ltd.	EUR	2,430.00	FIVES SOLIOS
	HSBC-DE	GFREB2002199	Rotex Europe Ltd.	EUR	64,939.00	ThyssenKrupp Industrial Solutions
	HSBC-DE	GFREB2002285	Rotex Europe Ltd.	EUR	15,252.90	Vapo Oy
	HSBC-DE	GFREB2002175	Rotex Europe Ltd.	EUR	4,745.00	Tksm Biala Gora Sp Z.O.O.
	HSBC-DE	GFPEB2002257	Rotex Europe Ltd.	EUR	9,858.50	ADISSEO ESPANA S.A.
	HSBC-DE	GFREB2102044	Rotex Europe Ltd.	EUR	126,751.30	Tecnimont SpA
	HSBC-DE	GFREB2100051	Rotex Europe Ltd.	EUR	34,588.00	Antje Hoeppner Mrs.
	HSBC-DE	GFPEB2101503	Rotex Europe Ltd.	EUR	6,298.00	Cornille 
	HSBC-DE	GFREB2101758	Rotex Europe Ltd.	EUR	7,400.00	Uhde Inventa Fischer AG
	HSBC-DE	GFAPG2102234	Rotex Europe Ltd.	EUR	204,150.00	PJSC ACRON
	HSBC-DE	GFAPG2103131	Rotex Europe Ltd.	EUR	204,150.00	PJSC ACRON
	HSBC-DE	GFPEB2102518	Rotex Europe Ltd.	EUR	44,220.80	UTE POTASAS
	HSBC-DE	GFPEB2103139	Rotex Europe Ltd.	USD	29,500.00	Mitsubishi Heavy Industries
	HSBC-DE	GFPEB2103140	Rotex Europe Ltd.	USD	83,000.00	Mitsubishi Heavy Industries
	HSBC-DE	GFAPG2102596	Rotex Europe Ltd.	EUR	26,506.80	PT.Black Bear Resources Indonesia
	HSBC-DE	GFCGA2102886	Rotex Europe Ltd.	GBP	200,000.00	HM Revenue and Customs
	HSBC-DE	GFPEB2103114	Rotex Europe Ltd.	EUR	42,000.00	Minerali Industriali Engineering 




     


     


    

 


	HSBC-DE	GFAPG2200043	Rotex Europe Ltd.	EUR	20,370.00	Azot JSC
	HSBC-DE	GFAPG2103146	Rotex Europe Ltd.	EUR	64,500.00	SNP Handels- und 
	HSBC-DE	GFAPG2200114	Rotex Europe Ltd.	EUR	15,997.80	Haarslev Industries S.A.U
	HSBC-DE	GFAPG2200129	Rotex Europe Ltd.	USD	400,000.00	Dead Sea Works Limited
	HSBC-DE	GFPEB2200287	Rotex Europe Ltd.	EUR	78,800.00	Bunge ZRT
	HSBC-DE	GFAPG2200957	Rotex Europe Ltd.	EUR	47,918.40	Azomures S.A
	HSBC-DE	GFAPG2201222	Rotex Europe Ltd.	EUR	14,140.50	Haarslev Industries S.A.U
	HSBC-DE	GFREB1800183	Rotex Europe Ltd.	EUR	57,928.50	INTECSA INDUSTRIAL
	SEB-DE	OGT3384DEU	Coperion GmbH	EUR	187,353.60	TECH. UNIVERSITAT BRAUNSCHWEIG
	SEB-DE	FF5001DG21138081	Coperion GmbH	EUR	102,513.31	Suedpack Verpackungen GmbH und Co.
	SEB-DE	OGT1954DEU	Coperion GmbH	EUR	58,857.40	AbbVie Deutschland GmbH & Co. KG
	SEB-DE	OGT2420DEU	Coperion GmbH	EUR	103,600.00	A. Schulmann Plastics S.A.S.
	SEB-DE	OGT2643DEU	Coperion GmbH	EUR	39,994.32	A.Schulman Thermoplastic Compounds 
	SEB-DE	OGT2984DEU	Coperion GmbH	EUR	1,815,000.00	Vogt-Plastic GmbH
	SEB-DE	OGT3040DEU	Coperion GmbH	EUR	40,355.28	AbbVie Deutschland GmbH & Co. KG
	SEB-DE	OGT3093DEU	Coperion GmbH	EUR	95,676.00	BYK Chemie GmbH, 
	SEB-DE	OGT3474DEU	Coperion GmbH	EUR	18,391.21	Pfeifer & Langen GmbH & Co.KG
	SEB-DE	OGT3475DEU	Coperion GmbH	EUR	38,020.50	Kuenzel Maschinenbau GmbH
	SEB-DE	OGT3733DEU	Coperion GmbH	EUR	301,665.00	MASCHINENFABRIK GUSTAV EIRICH
	SEB-DE	FF5001VG20908637	Coperion GmbH (CST)	EUR	105,487.20	Borealis Polyolefine GmbH
	SEB-DE	OGT1886DEU	Coperion GmbH (CST)	EUR	159,934.00	Silva Green Fuel DA
	SEB-DE	FF5001VG21908702	Coperion GmbH (CST)	EUR	46,660.00	Repsol Quimica S.A.
	SEB-DE	FF5001DG21137745	Coperion GmbH (CST)	EUR	6,176,242.80	Brueckner Maschinenbau GmbH and 
	SEB-DE	FF5001DG113781	Coperion GmbH (CST)	EUR	1,243,431.00	Brueckner Maschinenbau GmbH and 
	SEB-DE	OGT2055DEU	Coperion GmbH (CST)	EUR	433,501.20	NGK Ceramics Europe S.A.
	SEB-DE	OGT2421DEU	Coperion GmbH (CST)	EUR	50,400.00	Repsol Quimica S. A.
	SEB-DE	OGT2428DEU	Coperion GmbH (CST)	EUR	247,996.00	Borealis Polymere GmbH
	SEB-DE	OGT2003DEU	Coperion GmbH (CST)	EUR	76,219.50	Lindauer Dornier GmbH
	SEB-DE	OGT2041DEU	Coperion GmbH (CST)	EUR	57,120.00	Brueckner Maschinenbau GmbH and 
	SEB-DE	OGT2256DEU	Coperion GmbH (CST)	EUR	105,672.00	Brueckner Maschinenbau GmbH and 
	SEB-DE	OGT2255DEU	Coperion GmbH (CST)	EUR	105,672.00	Brueckner Maschinenbau GmbH and 
	SEB-DE	OGT2257DEU	Coperion GmbH (CST)	EUR	105,672.00	Brueckner Maschinenbau GmbH and 




     


     


    

 


	SEB-DE	OGT2565DEU	Coperion GmbH (CST)	EUR	109,200.00	TIGER Coatings GmbH & Co. KG
	SEB-DE	OGT2695DEU	Coperion GmbH (CST)	EUR	290,955.00	Brueckner Maschinenbau GmbH and 
	SEB-DE	OGT2694DEU	Coperion GmbH (CST)	EUR	290,955.00	Brueckner Maschinenbau GmbH and 
	SEB-DE	OGT2817DEU	Coperion GmbH (CST)	EUR	115,739.40	DITF Deutsche Institute fuer 
	SEB-DE	OGT2848DEU	Coperion GmbH (CST)	EUR	137,587.80	Brueckner Maschinenbau GmbH and 
	SEB-DE	OGT2850DEU	Coperion GmbH (CST)	EUR	137,587.80	Brueckner Maschinenbau GmbH and 
	SEB-DE	OGT2849DEU	Coperion GmbH (CST)	EUR	137,587.80	Brueckner Maschinenbau GmbH and 
	SEB-DE	OGT2852DEU	Coperion GmbH (CST)	EUR	137,587.80	Brueckner Maschinenbau GmbH and 
	SEB-DE	OGT2856DEU	Coperion GmbH (CST)	EUR	28,560.00	Brueckner Maschinenbau GmbH and 
	SEB-DE	OGT3067DEU	Coperion GmbH (CST)	EUR	285,600.00	Corning GmbH
	SEB-DE	OGT3123DEU	Coperion GmbH (CST)	EUR	93,355.50	Brueckner Maschinenbau GmbH and 
	SEB-DE	OGT3153DEU	Coperion GmbH (CST)	EUR	238,833.00	Lindauer Dornier GmbH
	SEB-DE	OGT2860DEU	Coperion GmbH (CST),	EUR	168,700.00	EREMA Engineering Recycling 
	SEB-DE	OGT2859DEU	Coperion GmbH (CST),	EUR	168,700.00	EREMA Engineering Recycling 
	SEB-DE	FF5001DG20136046	Coperion GmbH (CWG)	EUR	23,740.50	Thomas Zement GmbH and Co. KG
	SEB-DE	FF5001DG20136249	Coperion GmbH (CWG)	EUR	10,189.73	Endeco GmbH
	SEB-DE	FF5001DG18132123	Coperion GmbH (CWG)	EUR	11,900.00	ThyssenKrupp Industrial Solutions
	SEB-DE	FF5001VG19908053	Coperion GmbH (CWG)	EUR	1,563,184.50	Mitsubishi Heavy Industries
	SEB-DE	FF5001DG20136402	Coperion GmbH (CWG)	EUR	4,600.00	Derichs GmbH Verfahrenstechnik
	SEB-DE	OGT1376DEU	Coperion GmbH (CWG)	EUR	11,116.86	Andritz Fliessbett Systeme GmbH
	SEB-DE	OGT1373DEU	Coperion GmbH (CWG)	EUR	10,736.06	Andritz Fliessbett Systeme GmbH
	SEB-DE	FF5001VG21908734	Coperion GmbH (CWG)	EUR	1,028,820.00	Sinopec Engineering Incorporation 
	SEB-DE	FF5001DG21137922	Coperion GmbH (CWG)	EUR	14,000.00	Derichs GmbH Verfahrenstechnik
	SEB-DE	FF5001VG21908907	Coperion GmbH (CWG)	EUR	173,344.10	Borealis Antwerpen NV
	SEB-DE	FF5001DG21138015	Coperion GmbH (CWG)	EUR	6,759.91	Luebbers Anlagen und Umwelttechnik 




     


     


    

 


	SEB-DE	OGT1882DEU	Coperion GmbH (CWG)	EUR	77,639.17	BOKELA GmbH
	SEB-DE	OGT1875DEU	Coperion GmbH (CWG)	EUR	1,144,200.00	FORMOSA Chemicals Industries
	SEB-DE	OGT1876DEU	Coperion GmbH (CWG)	EUR	1,144,200.00	FORMOSA Chemicals Industries
	SEB-DE	OGT1893DEU	Coperion GmbH (CWG)	EUR	128,520.00	SE Tylose GmbH & Co. KG 
	SEB-DE	OGT2258DEU	Coperion GmbH (CWG)	EUR	3,745.98	Andritz Fliessbett Systeme GmbH
	SEB-DE	OGT2362DEU	Coperion GmbH (CWG)	EUR	62,631.60	Borealis Antwerpen NV
	SEB-DE	OGT2452DEU	Coperion GmbH (CWG)	EUR	10,996.79	Andritz Fliessbett Systeme GmbH
	SEB-DE	OGT2894DEU	Coperion GmbH (CWG)	EUR	24,829.35	Andritz Fliessbett Systeme GmbH
	SEB-DE	OGT3021DEU	Coperion GmbH (CWG)	EUR	14,970.00	SASA Polyester SAN. A.S.
	SEB-DE	OGT3179DEU	Coperion GmbH (CWG)	EUR	81,250.00	Borealis Antwerpen NV
	SEB-DE	OGT3239DEU	Coperion GmbH (CWG)	EUR	17,465.40	SWISS KRONO SAS
	SEB-DE	OGT3330DEU	Coperion GmbH (CWG)	EUR	27,720.00	S.C. Azomures S.A.
	SEB-DE	OGT3340DEU	Coperion GmbH (CWG)	EUR	77,639.17	BOKELA GmbH
	SEB-DE	OGT3465DEU	Coperion GmbH (CWG)	EUR	44,671.80	Radar Process, S.L.
	SEB-DE	OGT3501DEU	Coperion GmbH (CWG)	EUR	3,450.00	Petlas Lastik San.ve Tic. A.S.
	SEB-DE	OGT3682DEU	Coperion GmbH (CWG)	EUR	20,825.00	THYSSENKRUPP INDUSTRIAL
	SEB-DE	OGT3892DEU	Coperion GmbH (CWG)	EUR	93,277.20	AMMAG GmbH Schuettguttechnik
	SEB-DE	OGT3901DEU	Coperion GmbH (CWG)	EUR	27,083.10	AMMAG GMBH SHUETTGUTTECHNIK
	SEB-DE	OGT2432DEU	Rotex Europe Ltd.	USD	108,974.90	Arab Potash Co Plc
	SMBC-DE	8804 759313	Coperion GmbH	EUR	11,348,570.00	ZHEJIANG Petroleum & Chemical Co., 
	SMBC-DE	8804 759207	Coperion GmbH	EUR	1,596,000.00	Zhangzhou CHIMEI Chemical Co., Ltd.
	SMBC-DE	8804759573	Coperion GmbH	EUR	100,363.20	Akzo Nobel Performance Coatings 
	SMBC-DE	8804758290	Coperion GmbH (CST)	EUR	14,800.00	Covestro (Thailand) Co. Ltd.
	SMBC-DE	8804759256	Coperion GmbH (CST)	EUR	260,370.00	Akzo Nobel Chang Cheng Coatings 
	SMBC-DE	8804 759501	Coperion GmbH (CST)	EUR	1,635,000.00	FAR EASTERN Ishizuka Green PET Co.
	DZBA-DE	GENOGA34028SB	Coperion GmbH (CST),	EUR	1,773,026.40	SK Engineering and Construction
	DZBA-DE	GENOGA34559SB	Coperion GmbH (CST)	EUR	1,540,000.00	FUJIAN Zhong Jing Petrochemical 
	DZBA-DE	GENOGA34441SB	Coperion GmbH (CST)	EUR	3,253,800.00	Ningxia Baofeng Energy Group Co. 
	DZBA-DE	GENOGA34440SB	Coperion GmbH (CST)	EUR	27,469,940.40	Inner Mongolia Baofeng Coal Based 
	DZBA-DE	GENOGA34880SB	Coperion GmbH (CST)	EUR	2,159,400.00	CHINA PETROLEUM MATERIALS COMPANY


  






     


     


    

 


Schedule
17

List of EXISTING FINANCIAL INDEBTEDNESS AND EXISTING SECURITY


 


Indenture


 


Description





Senior
Unsecured Notes, issued pursuant to the Indenture between Hillenbrand, Inc. and U.S. Bank National Association, as trustee, dated
as of July 9, 2010, and that certain Supplemental Indenture, dated as of January 10, 2013, by and among Hillenbrand, Inc,
the Guarantors party thereto, and U.S. Bank National Association, as trustee, and that certain Supplemental Indenture No. 2, dated
as of April 16, 2016, by and among Hillenbrand, Inc., the Guarantors party thereto, and U.S. Bank National Association, as trustee,
and that certain Supplemental Indenture No. 3, dated as of September 25, 2019, by and among Hillenbrand, Inc., the Guarantors
party thereto, and U.S. Bank National Association, as trustee, and that certain Supplemental Indenture No. 4, dated as of June 16,
2020, by and among Hillenbrand, Inc., the Guarantors party thereto, and U.S. Bank National Association, as trustee, and that certain
Supplemental Indenture No. 5, dated as of December 15, 2020, by and among Hillenbrand, Inc., the Guarantors party thereto,
and U.S. Bank National Association, as trustee, and that certain Supplemental Indenture No. 6, dated as of December 15, 2020,
by and among Hillenbrand, Inc., the Guarantors party thereto, and U.S. Bank National Association, as trustee, and that certain Supplemental
Indenture No. 7, dated as of March 31, 2021, by and among Hillenbrand, Inc., the Guarantors party thereto, and U.S. Bank
National Association, as trustee.


 


	Interest Rate	 	 	Maturity	 	Amount	 
	5.75%		 	June 15, 2025	 	$	400,000,000	 
	4.5%		 	September 15, 2026	 	$	375,000,000	 
	3.75%		 	March 1, 2031	 	$	350,000,000	 




 


Other
Agreements:


 


The Series A Senior Notes up to a maximum principal amount of
$200,000,000 and related indebtedness issued pursuant to that certain Private Shelf Agreement dated as of December 6, 2012, by and
among Hillenbrand, Inc. and PGIM, Inc. (f/k/a Prudential Investment Management, Inc.), as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, including the $100,000,000 4.6% Series A Senior Notes issued December 15,
2014 thereunder.


 


Indebtedness incurred from time to time pursuant to the Existing US
Facility Agreement, as amended, restated, amended and restated, supplemented or otherwise modified.


 


The Credit Facilities of Milacron India Private Limited with HDFC Bank
in an aggregate principal amount of 520 million Rupees, secured by a hypothecation charge on stock and book debts of Ahmedabad Unit only
(excluding stock and book debts of Mold Master Division) and a charge on plant and Machinery of Ahmedabad Unit only (excluding Assets
of Mold Master Division).


 


Existing Security:


 


The Liens securing the Credit Facilities of Milacron India Private
Limited, as further described above.


 


As of May 31, 2022, Milacron India Private Limited, an indirect
wholly-owned subsidiary of Hillenbrand, Inc., had approximately USD $1,025,873 of restricted cash, representing aggregate customer
deposits, on deposit with HSBC Bank.


 






    168


     


    

 


SIGNATURES


 


THE COMPANY


 


Hillenbrand, Inc.


 


	
    
	/s/ Theodore S. Haddad, Jr.	 
	By:	Theodore S. Haddad, Jr.	 
	Title:	Vice President and Treasurer	 
	Address:	
    One Batesville Boulevard

Batesville, Indiana 47006	 



 


THE BORROWERS


 


Hillenbrand, Inc.


 





	 	/s/ Theodore S. Haddad, Jr.	 
	By:	Theodore S. Haddad, Jr.	 
	Title:	Vice President and Treasurer	 
	Address:	One Batesville Boulevard 

Batesville, Indiana 47006	 



 


Coperion GmbH


 


	
    

    
	/s/ Ulrich Bartel	

    By:	/s/ Stefan Rottke
	By:	
    Ulrich Bartel 
	 	
    Stefan Rottke 

	Title:	Managing Director	Title:	Managing Director
	Address:	
    Theodorstraße 10,

    70469 Stuttgart
	Address:	
    Theodorstraße 10,

    70469 Stuttgart




 


[Hillenbrand – L/G Facility – Signature
page]


 






    


     


    

 


Coperion K-Tron (Schweiz) GmbH


 





	 	/s/ Theodore S. Haddad, Jr.	 
	By:	Theodore S. Haddad, Jr.	 
	Title:	Authorized Signatory	 
	Address:	Lenzhardweg 43/45 

CH-5702 Niederlenz, Switzerland	 



 


Rotex Europe Ltd.


 





	 	/s/ James D. Huchison	 
	By:	James D. Huchison	 
	Title:	Director	 
	Address:	Ashton Lane North 
 Whitehouse Vale
 Runcorn, Cheshire WA7 3FA, England	 




 


THE GUARANTORS


 


Hillenbrand, Inc.


 





	 	/s/ Theodore S. Haddad, Jr.	 
	By:	Theodore S. Haddad, Jr.	 
	Title:	Vice President and Treasurer	 
	Address:	One Batesville Boulevard

 Batesville, Indiana 47006	 



 


Batesville Casket Company, Inc.


 





	 	/s/ Theodore S. Haddad, Jr.	 
	By:	Theodore S. Haddad, Jr.	 
	Title:	Vice President and Treasurer	 
	Address:	One Batesville Boulevard

 Batesville, Indiana 47006	 



 


[Hillenbrand – L/G Facility – Signature
page]


 






    


     


    

 


Batesville Services, Inc.


 





	 	/s/ Theodore S. Haddad, Jr.	 
	By:	Theodore S. Haddad, Jr.	 
	Title:	Vice President and Treasurer	 
	Address:	One Batesville Boulevard

 Batesville, Indiana 47006	 



 


Process Equipment Group, Inc.


 





	 	/s/ Theodore S. Haddad, Jr.	 
	By:	Theodore S. Haddad, Jr.	 
	Title:	Treasurer	 
	Address:	One Batesville Boulevard 

Batesville, Indiana 47006	 



 


K-Tron Investment Co.


 





	 	/s/ Theodore S. Haddad, Jr.	 
	By:	Theodore S. Haddad, Jr.	 
	Title:	Vice President and Assistant Treasurer	 
	Address:	One Batesville Boulevard 

Batesville, Indiana 47006	 



 


Hillenbrand Luxembourg Inc.


 





	 	/s/ Theodore S. Haddad, Jr.	 
	By:	Theodore S. Haddad, Jr.	 
	Title:	Treasurer	 
	Address:	One Batesville Boulevard 

Batesville, Indiana 47006	 



 


[Hillenbrand – L/G Facility – Signature
page]




 






    


     


    

 


Milacron Plastics Technologies Group LLC


 





	 	/s/ Theodore S. Haddad, Jr.	 
	By:	Theodore S. Haddad, Jr.	 
	Title:	Treasurer	 
	Address:	One Batesville Boulevard 

Batesville, Indiana 47006	 



 


Milacron Marketing Company LLC


 





	 	/s/ Theodore S. Haddad, Jr.	 
	By:	Theodore S. Haddad, Jr.	 
	Title:	Treasurer	 
	Address:	One Batesville Boulevard 

Batesville, Indiana 47006	 



 


Milacron LLC


 





	 	/s/ Theodore S. Haddad, Jr.	 
	By:	Theodore S. Haddad, Jr.	 
	Title:	Treasurer	 
	Address:	One Batesville Boulevard 

Batesville, Indiana 47006	 



 


[Hillenbrand – L/G Facility – Signature
page]




 






    


     


    

 


THE AGENT


 


Commerzbank
Finance & Covered Bond S.A.


 


	By:	/s/ Frank Rommelfanger	 	/s/ Marcus Gögler
	 	Frank Rommelfanger	 	Marcus Gögler


 


[Hillenbrand – L/G Facility – Signature
page]




 






    


     


    

 


Bookrunner
and Mandated Lead Arranger


 


Commerzbank Aktiengesellschaft


 


	By:	/s/ Jan Sachtig	 	/s/ Christian Müller
	 	Jan Sachtig	 	Christian Müller


 


Mandated
Lead Arrangers


 


DZ BANK AG Deutsche Zentral-Genossenschaftsbank,
Frankfurt am Main, NEW YORK BRANCH


 





	By:	/s/ Alexander Dickhoff	 	/s/ Oliver Hildenbrand
	 	Alexander Dickhoff	 	Oliver Hildenbrand


 


HSBC Trinkaus & Burkhardt GmbH


 





	By:	/s/ Philipp Niedereder	 	/s/ Axel Dicken
	 	Philipp Niedereder	 	Axel Dicken


 


Skandinaviska Enskilda Banken AB (publ) Frankfurt
Branch


 





	By:	/s/ Johan Andersson	 	/s/ Geraldine Maschke
	 	Johan Andersson	 	Geraldine Maschke
	 	 	 	Head of Client Portfolio Management Germany


 


Sumitomo Mitsui Banking Corporation


 


	By:	/s/ Haruhisa Okamoto	 	/s/ Harald Wimmer
	 	Haruhisa Okamoto	 	Harald Wimmer
	 	Managing Director	 	Executive Director



 


[Hillenbrand – L/G Facility – Signature
page]


 






    


     


    

 


THE LENDERS


 


COMMERZBANK Aktiengesellschaft


 





	By:	/s/ Philipp Wörz	 	/s/  Meyer
	 	Philipp Wörz	 	Meyer
	 	Direktor	 	Direktor


 


DZ BANK AG Deutsche Zentral-Genossenschaftsbank,
Frankfurt am Main, NEW YORK BRANCH


 





	By:	/s/ Alexander Dickhoff	 	/s/ Oliver Hildenbrand
	 	Alexander Dickhoff	 	Oliver Hildenbrand


 


HSBC Trinkaus & Burkhardt GmbH


 





	By:	/s/ Philipp Niedereder	 	/s/ Axel Dicken
	 	Philipp Niedereder	 	Axel Dicken


 


Skandinaviska Enskilda Banken AB (publ) Frankfurt
Branch


 





	By:	/s/ Johan Andersson	 	/s/ Geraldine Maschke
	 	Johan Andersson	 	Geraldine Maschke
	 	 	 	Head of Client Portfolio Management Germany


 


Sumitomo Mitsui Banking Corporation


 





	By:	/s/ Haruhisa Okamoto	 	/s/ Harald Wimmer
	 	Haruhisa Okamoto	 	Harald Wimmer
	 	Managing Director	 	Executive Director


 


[Hillenbrand – L/G Facility – Signature
page]