Exhibit 10.1


 


EXECUTION VERSION


 


 


FOURTH
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


 


dated as of December 5,
2019


 


among


 


CF INDUSTRIES HOLDINGS,
INC.,

as Holdings,


 


CF INDUSTRIES, INC.,

as the Lead Borrower,


 


the DESIGNATED BORROWERS
party hereto,

as additional Borrowers,


 


the Lenders party hereto,


 


the Issuing Banks party
hereto


 


and


 


CITIBANK, N.A.,

as Administrative Agent







 


 





 



 


CITIBANK, N.A.,

MORGAN STANLEY SENIOR FUNDING, INC. and GOLDMAN SACHS BANK USA,

as Joint Lead Arrangers and Joint Bookrunners,


 


and


 


MORGAN STANLEY SENIOR
FUNDING, INC. and GOLDMAN SACHS BANK USA,

as Syndication Agents


 





 



 






     


     


    

 


Table of Contents


 


	 	 	Page 
	ARTICLE I Definitions	 	1
	Section 1.1	Defined Terms	 	1
	Section 1.2	Classification of Loans and Borrowings	 	47
	Section 1.3	Terms Generally	 	47
	Section 1.4	Accounting Terms; GAAP	 	48
	Section 1.5	Exchange Rates; Currency Equivalents	 	49
	Section 1.6	Change of Currency	 	50
	Section 1.7	LLC Divisions/Series Transactions	 	50
	ARTICLE II The Credits	 	51
	Section 2.1	Commitments	 	51
	Section 2.2	Loans and Borrowings	 	51
	Section 2.3	Requests for Revolving Borrowings	 	52
	Section 2.4	Swingline Loans	 	53
	Section 2.5	Letters of Credit	 	55
	Section 2.6	Funding of Borrowings	 	63
	Section 2.7	Interest Elections	 	64
	Section 2.8	Termination and Reduction of Commitments	 	65
	Section 2.9	Repayment of Loans; Evidence of Debt; Borrower Obligations Joint and Several; Release of the Lead Borrower	 	66
	Section 2.10	Prepayment of Loans	 	66
	Section 2.11	Fees	 	67
	Section 2.12	Interest	 	69
	Section 2.13	Alternate Rate of Interest	 	70
	Section 2.14	Increased Costs and Illegality	 	71
	Section 2.15	Break Funding Payments	 	74
	Section 2.16	Taxes	 	74
	Section 2.17	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	 	82
	Section 2.18	Mitigation Obligations; Replacement of Lenders	 	83
	Section 2.19	Revolver Increases	 	84
	Section 2.20	Incremental Facilities	 	86
	Section 2.21	Extension of Maturity Date	 	87
	Section 2.22	Defaulting Lenders	 	89
	Section 2.23	Designated Borrowers; Appointment of Lead Borrower as Agent	 	92
	ARTICLE III Representations and Warranties	 	93
	Section 3.1	Organization; Powers	 	93
	Section 3.2	Authorization; Enforceability	 	93
	Section 3.3	Governmental Approvals; No Conflicts	 	93
	Section 3.4	Financial Condition; No Material Adverse Effect	 	94



 






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	Section 3.5	Properties	 	94
	Section 3.6	Litigation and Environmental Matters	 	94
	Section 3.7	Compliance with Laws and Agreements	 	95
	Section 3.8	Investment Company Status	 	95
	Section 3.9	Taxes	 	95
	Section 3.10	ERISA	 	95
	Section 3.11	Disclosure	 	95
	Section 3.12	Subsidiaries	 	96
	Section 3.13	Use of Proceeds; Margin Regulations	 	96
	Section 3.14	Guarantors	 	96
	Section 3.15	Anti-Terrorism Laws, Anti-Corruption Laws and Sanctions	 	96
	Section 3.16	Collateral Documents	 	97
	ARTICLE IV Conditions	 	97
	Section 4.1	Fourth Restatement Effective Date	 	97
	Section 4.2	Each Credit Event	 	100
	Section 4.3	[Reserved]	 	101
	Section 4.4	Initial Credit Events with Respect to Each Designated Borrower	 	101
	ARTICLE V Affirmative Covenants	 	102
	Section 5.1	Financial Statements and Other Information	 	103
	Section 5.2	Notices of Material Events	 	104
	Section 5.3	Existence; Conduct of Business	 	105
	Section 5.4	Payment of Taxes	 	105
	Section 5.5	Maintenance of Properties; Insurance	 	105
	Section 5.6	Books and Records; Inspection Rights	 	106
	Section 5.7	Compliance with Laws and Agreements	 	107
	Section 5.8	Use of Proceeds	 	107
	Section 5.9	Additional Guarantors; Additional Collateral	 	107
	Section 5.10	Post-Closing Conditions	 	109
	Section 5.11	Further Assurances	 	110
	ARTICLE VI Negative Covenants	 	110
	Section 6.1	Subsidiary Indebtedness	 	111
	Section 6.2	Liens	 	111
	Section 6.3	Fundamental Changes	 	114
	Section 6.4	Financial Covenants	 	116
	Section 6.5	[Reserved]	 	116
	Section 6.6	[Reserved]	 	116
	Section 6.7	[Reserved]	 	116
	Section 6.8	Release of Collateral and Guarantees	 	116
	ARTICLE VII Events of Default	 	117
	ARTICLE VIII The Administrative Agent	 	121



 






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	ARTICLE IX Miscellaneous	 	125
	Section 9.1	Notices	 	125
	Section 9.2	Waivers; Amendments	 	127
	Section 9.3	Expenses; Indemnity; Damage Waiver	 	129
	Section 9.4	Successors and Assigns	 	131
	Section 9.5	Survival	 	135
	Section 9.6	Counterparts; Integration; Effectiveness	 	136
	Section 9.7	Severability	 	136
	Section 9.8	Right of Setoff	 	136
	Section 9.9	Governing Law; Jurisdiction; Consent to Service of Process; Appointment of Service of Process Agent	 	137
	Section 9.10	WAIVER OF JURY TRIAL	 	138
	Section 9.11	Headings	 	138
	Section 9.12	Confidentiality	 	138
	Section 9.13	Interest Rate Limitation	 	140
	Section 9.14	No Advisory or Fiduciary Responsibility	 	140
	Section 9.15	Electronic Execution of Assignments and Certain Other Documents	 	140
	Section 9.16	USA PATRIOT Act	 	141
	Section 9.17	Release of Guarantors and Collateral	 	141
	Section 9.18	Judgment Currency	 	143
	Section 9.19	Effect of the Amendment and Restatement of the Third Amended and Restated Credit Agreement	 	144
	Section 9.20	Intercreditor Agreement	 	147
	Section 9.21	Secured Swap Agreements; Secured Cash Management Obligations; Secured Bilateral LC Facilities	 	147
	Section 9.22	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	 	147
	Section 9.23	Acknowledgement Regarding Any Supported QFCs	 	148
	Section 9.24	Certain ERISA Matters	 	148
	Section 9.25	Several Liability	 	149


 


	SCHEDULES	 	 
	 	 	 
	Schedule 1.1	--	Certain Mortgaged Properties
	Schedule 2.1	--	Commitments
	Schedule 2.5(l)	--	Existing Letters of Credit
	Schedule 2.16(g)	--	UK Treaty Lenders and UK Non-Bank Lenders
	Schedule 2.17	--	Administrative Agent’s Office
	Schedule 3.5	--	Certain Closing Date Material Real Property
	Schedule 3.12(a)	--	Subsidiaries
	Schedule 6.2	--	Existing Liens



 






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	EXHIBITS	 	 
	 	 	 
	Exhibit A	--	Form of Assignment and Assumption
	Exhibit B	--	Form of Borrowing Request
	Exhibit C	--	Form of Interest Election Request
	Exhibit D	--	Form of Revolving Note
	Exhibit E	--	Form of Second Amended and Restated Guaranty Agreement
	Exhibit F	--	Form of Compliance Certificate
	Exhibit G	--	Form of Maturity Date Extension Request
	Exhibit H	--	Form of Designated Borrower Request and Assumption Agreement
	Exhibit I	--	Form of Credit Agreement Joinder
	Exhibit J	--	Form of Guaranty Joinder Agreement
	Exhibit K	--	Form of Amended and Restated Security Agreement
	Exhibit L	--	Form of Perfection Certificate
	Exhibit M	--	Form of Intercreditor Agreement
	Exhibit N	--	Form of Mortgage
	 	 	 







 






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FOURTH AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT, dated as of December 5, 2019, among CF INDUSTRIES HOLDINGS, INC., a Delaware corporation (“Holdings”),
CF INDUSTRIES, INC., a Delaware corporation (the “Lead Borrower”), the DESIGNATED BORROWERS from time to time
party hereto, the LENDERS from time to time party hereto, CITIBANK N.A., as Administrative Agent, and the Issuing Banks as defined
herein.


 


WHEREAS, the Lead Borrower
is party to that certain Third Amended and Restated Credit Agreement, dated as of September 18, 2015 (as amended as of December
20, 2015, July 29, 2016, October 31, 2016, March 19, 2018 and November 2, 2018, and as further amended or amended and restated
up to but not including the Fourth Restatement Effective Date (such term and each other capitalized term used and not otherwise
defined herein having the meaning assigned to it in Article I), the “Third Amended and Restated Credit Agreement”),
by and among, among others, Holdings, the Lead Borrower, the “Lenders” as defined therein (the “Existing Lenders”),
MORGAN STANLEY SENIOR FUNDING, INC., as “Administrative Agent” as defined therein and the “Issuing Banks”
as defined therein.


 


Subject to and upon the
terms and conditions set forth herein, the parties hereto wish to amend and restate the Third Amended and Restated Credit Agreement
in its entirety in the form of this Agreement.


 


The parties hereto hereby
agree that, on the Fourth Restatement Effective Date, the Third Amended and Restated Credit Agreement shall be and is hereby amended
and restated as follows:


 


ARTICLE I


 


Definitions


 


Section 1.1        
Defined Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“2021 Indenture”
means the Indenture, dated as of November 21, 2016, among the Lead Borrower, as issuer, the guarantors from time to time party
thereto, and Wells Fargo Bank, National Association, as trustee.


 


“2021 Indenture
Notes” means the notes issued by the Lead Borrower on or prior to the Fourth Restatement Effective Date pursuant to the
2021 Indenture or any supplemental indenture thereto.


 


“2026 Indenture”
means the Indenture, dated as of November 21, 2016, among the Lead Borrower, as issuer, the guarantors from time to time party
thereto, and Wells Fargo Bank, National Association, as trustee.


 


“2026 Indenture
Notes” means the notes issued by the Lead Borrower on or prior to the Fourth Restatement Effective Date pursuant to the
2026 Indenture or any supplemental indenture thereto.


 






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“ABR”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate. All ABR Loans shall be denominated in dollars.


 


“Acknowledgement
of Grantors” has the meaning set forth in the Intercreditor Agreement.


 


“Acquisition”
means a transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of a Person, or of any division, line of business or branch of a Person, (b) the acquisition
of in excess of 50% of the capital stock, partnership interests, membership interests or equity of any Person, or otherwise causing
any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a
Person that is a Subsidiary) provided that Holdings or a Subsidiary is the surviving entity.


 


“Additional
Lender” has the meaning set forth in Section 2.20(b).


 


“Administrative
Agent” means Citibank, N.A., in its capacity as administrative agent for the Lenders hereunder, or any successor administrative
agent appointed in accordance with Article VIII.


 


“Administrative
Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate,
account as set forth on Schedule 2.17 with respect to such currency, or such other address or account with respect
to such currency as the Administrative Agent may from time to time notify to the Lead Borrower and the Lenders in writing.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


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


 


“Agent Parties”
has the meaning set forth in Section 9.1.


 


“Agreed Guarantee
Principles” means, with respect to any Subsidiary (other than the Lead Borrower), that a guaranty of the Obligations
shall not be required to be given by such Subsidiary to the extent such guaranty would:


 


(i)              
be prohibited by or in breach of (x) applicable law, rule, regulation or general statutory limitations, including, if such
Subsidiary is a Foreign Subsidiary, where such guaranty would result in any breach of financial assistance, capital maintenance,
corporate benefit, “thin capitalization” rules and similar restrictions of the applicable jurisdiction; or (y) any
contractual obligation in effect as of the Fourth Restatement Effective Date (or, if later, the date such Subsidiary is formed
or acquired so long as not incurred in contemplation thereof (or contractual obligations not materially more restrictive, solely
in the case of limitations and restrictions impacting guarantees, than those in existence at such earlier time));


 






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(ii)             
if such Subsidiary is a Foreign Subsidiary, result in a risk of (x) breach of the fiduciary duties of, or personal or criminal
liability on the part of, any of such Foreign Subsidiary’s officers, directors or similar persons or (y) criminal liability
on the part of such Foreign Subsidiary;


 


(iii)           
if such Subsidiary is a Foreign Subsidiary, result in material adverse tax consequences to Holdings, any Domestic Subsidiary
or such Foreign Subsidiary, including as a result of a change in law, as determined by the Lead Borrower in its reasonable discretion
in consultation with the Administrative Agent; or


 


(iv)           
if such Subsidiary is a Foreign Subsidiary, result in costs that would be excessive in relation to the benefits afforded
thereby, as determined in writing by the Administrative Agent in its reasonable discretion.


 


“Agreement”
means this Fourth Amended and Restated Revolving Credit Agreement.


 


“Alternate Base
Rate” means, for any day, a rate per annum equal to the highest of (a) the Citi Prime Rate in effect on such day,
(b) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1% and (c) the Eurocurrency Rate for dollars
with an Interest Period of 1 month commencing on such day (or if such day is not a Business Day, the immediately preceding Business
Day) plus 1.00%; provided that if any such rate shall be less than zero, such rate shall be deemed to be zero for
purposes of this Agreement. Any change in the Alternate Base Rate due to a change in the Citi Prime Rate, the Federal Funds Effective
Rate or the Eurocurrency Rate shall be effective from and including the effective date of such change in the Citi Prime Rate, the
Federal Funds Effective Rate or the Eurocurrency Rate, respectively.


 


“Alternative
Currency” means each of the following currencies: Canadian Dollars, Euro and Sterling.


 


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


 


“Amendment No.
3 Closing Date” means October 31, 2016.


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to Holdings or any of its Subsidiaries from
time to time concerning or relating to bribery or corruption administered or enforced by any Governmental Authority having jurisdiction
over Holdings or any of its Subsidiaries.


 


“Anti-Terrorism
Laws” means any laws, regulations or orders of any Governmental Authority of the United States relating to
terrorism financing or money laundering, including, but not limited to, the International Emergency Economic Powers Act (50
U.S.C. § 1701 et seq.), the Trading With the Enemy Act (50 U.S.C. § 5 et seq.), the International Security
Development and Cooperation Act (22 U.S.C. § 2349aa-9 et seq.), the Executive Order No. 13224 on Terrorist Financing,
effective September 24, 2001, the Bank Secrecy Act, as amended by Title III of the USA PATRIOT Act, and any rules or
regulations promulgated pursuant to or under the authority of any of the foregoing.


 






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“Applicable
LC Fronting Sublimit” means (a) with respect to each Issuing Bank on the Fourth Restatement Effective Date, the amount
set forth opposite such Issuing Bank’s name on Schedule 2.1 and (b) with respect to any other Person that becomes
an Issuing Bank pursuant to Section 2.5(j) or 2.5(k)(ii), such amount as agreed to in writing by the Lead Borrower
and such Person at the time such Person becomes an Issuing Bank or otherwise as provided in Section 2.5(k)(ii)(y), as each
of the foregoing amounts may be decreased or increased from time to time with the written consent of the Lead Borrower and the
Issuing Banks (provided that any increase in the Applicable LC Fronting Sublimit with respect to any Issuing Bank shall
require the consent of only the Lead Borrower and such Issuing Bank); provided that the aggregate amount of the individual
Issuing Bank amounts under this definition shall not be reduced below the LC Sublimit without the written consent of the Lead Borrower.


 


“Applicable
Percentage” means, with respect to any Lender, subject to Section 2.22, the percentage of the total Commitments
represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall
be determined based upon the Commitments most recently in effect, giving effect to any permitted assignments hereunder and subject
to Section 2.22.


 


“Applicable
Rate” means, with respect to any Eurocurrency Loan, any ABR Loan or the commitment fees payable hereunder, as the case
may be, the applicable rate per annum set forth under the caption “Applicable Rate – ABR Loans”, “Applicable
Rate – Eurocurrency Loans” or “Commitment Fee Rate” in the table below, as the case may be, based upon
the Moody’s Rating and the S&P Rating applicable on such date:


 






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	Level	Corporate Ratings

(S&P / Moody’s / Fitch)	Applicable Rate	Commitment 

Fee Rate
	ABR Loans	Eurocurrency Loans	 
	I	3 BBB+ / Baa1 / BBB+	0.125%	1.125%	0.10%
	II	BBB / Baa2 / BBB	0.25%	1.25%	0.125%
	III	BBB- / Baa3 / BBB-	0.375%	1.375%	0.175%
	IV	BB+ / Ba1 / BB+	0.375%	1.375%	0.20%
	V	BB / Ba2 / BB	0.75%	1.75%	0.30%
	VI	£ BB- / Ba3 / BB-	1.00%	2.00%	0.35%


 


For purposes of this
definition, (i) if none of Moody’s, S&P or Fitch shall have in effect a Corporate Rating (other than by reason of
the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to have established
a rating in Level VI; (ii) if the Corporate Rating established or deemed to have been established by two of Moody’s,
S&P and Fitch shall fall within the same Level, the Applicable Rate shall be determined by reference to such Level; (iii) if
only one of Moody’s, S&P and Fitch shall have in effect a Corporate Rating, the Applicable Rate shall be determined by
reference to the Level in which such Corporate Rating falls; (iv) if the Corporate Rating established or deemed to have been established
by Moody’s, S&P and Fitch shall each fall within different Levels from each other, the Applicable Rate shall be determined
by reference to the middle Level of such Corporate Ratings, (v) if only two of Moody’s, S&P and Fitch shall have in effect
a Corporate Rating and such Corporate Ratings fall within different Levels, the Applicable Rate shall be based on the higher of
the two Corporate Ratings unless one of the two Corporate Ratings is two or more Levels lower than the other, in which case the
Applicable Rate shall be determined by reference to the Level next below that of the highest of the two Corporate Ratings; and
(vi) if the Moody’s Rating, the S&P Rating and the Fitch Rating established or deemed to have been established by
Moody’s, S&P and Fitch, respectively, shall be changed (other than as a result of a change in the rating system of Moody’s,
S&P or Fitch), such change shall be effective as of the date on which it is first announced by the applicable rating agency.
Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on
the date immediately preceding the effective date of the next such change. If the rating system of Moody’s, S&P or Fitch
shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrowers
and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability
of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined
by reference to the rating most recently in effect prior to such change or cessation.


 






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


 


“Applicant Borrower”
has the meaning set forth in Section 2.23(a).


 


“Approved Fund”
has the meaning set forth in Section 9.4.


 


“Approved Member
State” means Belgium, France, Germany, Luxembourg, the Netherlands, Sweden and the United Kingdom.


 


“Arrangers”
means Citibank, Morgan Stanley and Goldman Sachs, each in its capacity as a joint lead arranger and a joint bookrunner.


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 9.4), and accepted by the Administrative Agent, substantially in the form
of Exhibit A attached hereto or any other form approved by the Administrative Agent and the Lead Borrower.


 


“Assuming Lender”
has the meaning set forth in Section 2.19(d).


 


“Availability
Period” means the period from and including the Fourth Restatement Effective Date to but excluding the earlier of the
Maturity Date and the date of termination of the Commitments in accordance with the terms of this Agreement.


 


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


 


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


 


“Bankruptcy
Code” means Chapter 11 of Title 11 of the United States Code and any successor statute and all rules and regulations
promulgated thereunder.


 


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership
Regulation.


 


“Beneficial
Ownership Regulation” means 31 C.F.R. § 1010.230.


 


“Benefit
Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of
ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include
(for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of
any such “employee benefit plan” or “plan”.


 






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“BHC Act Affiliate”
of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k))
of such party.


 


“Bilateral LC
Facility” means any letter of credit facility, letter of credit reimbursement agreement, letter of credit, letter of
guaranty, surety bond or similar arrangement.


 


“Bilateral LC
Provider” means any Person that is a provider of, or counterparty to, a Bilateral LC Facility entered into with any Loan
Party or any Subsidiary and that is a Lender, the Administrative Agent or an Affiliate of any of the foregoing as of the Fourth
Restatement Effective Date or, if later, the date on which such Bilateral LC Facility is issued or entered into, in each case in
its capacity as a party thereto; provided that no such Person shall be considered a Bilateral LC Provider until such time
as (x)  such Person (except the Administrative Agent) shall have delivered written notice to the Administrative Agent that
such Bilateral LC Facility has been issued or entered into and that, subject to the satisfaction of clauses (y) and (z) below,
such Person constitutes a Bilateral LC Provider with respect to such Bilateral LC Facility, entitled to the benefits of the Guaranty
and the Collateral under the Loan Documents, (y) the Lead Borrower has designated such Person as a “Bilateral LC Provider”
and such Bilateral LC Facility as a “Secured Bilateral LC Facility” in a written notice delivered to the Administrative
Agent and (z) the Lead Borrower has delivered written notice to the Administrative Agent specifying the maximum aggregate face
amount of obligations permitted to be issued or incurred under such Bilateral LC Facility.


 


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


 


“Borrower”
means, as applicable, the Lead Borrower and each Designated Borrower.


 


“Borrowing”
means (a) Revolving Loans of the same Type, in the same currency, made, converted or continued on the same date and, in the case
of Eurocurrency Loans, as to which a single Interest Period is in effect or (b) a Swingline Loan.


 


“Borrowing Request”
means a request by the Lead Borrower for a Borrowing in accordance with Section 2.3.


 


“Business Day” means any
day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact
closed in, New York, New York or the state where the Administrative Agent’s Office with respect to Obligations denominated
in dollars is located and:


 


(a)              if
such day relates to any interest rate settings as to a Eurocurrency Loan denominated in dollars, any fundings,
disbursements, settlements and payments in dollars in respect of any such Eurocurrency Loan, or any other dealings in dollars
to be carried out pursuant to this Agreement in respect of any such Eurocurrency Loan, means any such day that is also a
London Banking Day;


 






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(b)             if
such day relates to any interest rate settings as to a Eurocurrency Loan denominated in Euro, any fundings, disbursements, settlements
and payments in Euro in respect of any such Eurocurrency Loan, or any other dealings in Euro to be carried out pursuant to this
Agreement in respect of any such Eurocurrency Loan, means a TARGET Day;


 


(c)             if
such day relates to any interest rate settings as to a Eurocurrency Loan denominated in a currency other than dollars or Euro,
means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other
applicable offshore interbank market for such currency; and


 


(d)             if
such day relates to any fundings, disbursements, settlements and payments in a currency other than dollars or Euro in respect of
a Eurocurrency Loan denominated in a currency other than dollars or Euro, or any other dealings in any currency other than dollars
or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Loan (other than any interest rate settings),
means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such
currency.


 


“Canadian Dollar”
means the lawful money of Canada.


 


“Capital Lease
Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to
be classified and accounted for as capital leases on a balance sheet of such Person under GAAP (or classified under GAAP as “financing
leases” but, in any event, excluding leases classified under GAAP as “operating leases”), and the amount of such
obligations shall be the capitalized amount thereof determined in accordance with GAAP.


 


“Cash Collateral
Obligations” has the meaning set forth in Section 2.5(i).


 


“Cash Management
Agreement” means any agreement to provide one or more of the following types of services or facilities: (a) Automated
Clearing House (ACH) transactions, (b) cash management services, including controlled disbursement services, treasury, depository,
overdraft, credit or debit card, stored value card, electronic funds transfer services, and (c) foreign exchange facilities or
other cash management arrangements in the ordinary course of business.


 


“Cash
Management Bank” means any Person that is a party to a Cash Management Agreement with a Loan Party or any
Subsidiary and that is a Lender, the Administrative Agent or an Affiliate of any of the foregoing as of the Fourth
Restatement Effective Date or, if later, the date on which such Cash Management Agreement is entered into, in each case in
its capacity as a party thereto; provided that no such Person shall be considered a Cash Management Bank until such
time as (x) such Person (except the Administrative Agent) shall have delivered written notice to the Administrative Agent
that such Cash Management Agreement has been entered into and that, subject to the satisfaction of clause (y) below, such
Person constitutes a Cash Management Bank with respect to such Cash Management Agreement, entitled to the benefits of the
Guaranty and the Collateral under the Loan Documents and (y) the Lead Borrower has designated such Person as a “Cash
Management Bank” and such Cash Management Agreement as a “Secured Cash Management Agreement” in a written
notice delivered to the Administrative Agent.


 






    	 	8	 



     


    

 


“Cash Equivalents”
means any of the following: (i) direct obligations issued or directly and fully guaranteed or insured by any Approved Member State,
the United States or Canada or any agency or instrumentality thereof (provided that the full faith and credit of the Approved Member
State, the United States or Canada is pledged in support thereof) having maturities of not more than one year from the date of
acquisition thereof, (ii) marketable direct obligations issued by any state of the United States or the District of Columbia or
a province or municipality of Canada, or any political subdivision or government-sponsored entity of any of the foregoing or any
public instrumentality thereof maturing within two years from the date of acquisition thereof and, at the time of acquisition,
having an A- credit rating or better by S&P or A3 credit rating or better by Moody’s or, in the case of such obligations
of a province or a political subdivision of Canada, an equivalent rating from DBRS, (iii) dollar denominated time deposits, certificates
of deposit and bankers acceptances issued or guaranteed by or placed with, and money market deposit accounts issued or offered
by, any Lender (or any affiliate thereof) or any commercial bank having, or which is the principal banking subsidiary of a bank
holding company having, a long-term unsecured debt rating of at least “A-” or the equivalent thereof from S&P or
“A3” or the equivalent thereof from Moody’s or A (low) from DBRS with maturities of not more than two years from
the date of acquisition by such Person or, in the case of bankers’ acceptances endorsed by any Lender (or affiliate thereof)
or other such commercial bank, maturing within six months of the date of acceptance, (iv) repurchase obligations, including whole
mortgage loans, with a term of not more than thirty days for underlying securities of the types described in clause (i) above entered
into with any bank meeting the qualifications specified in clause (iii) above, (v) commercial paper issued by any Person incorporated
in the United States rated at least A-2 or the equivalent thereof by S&P, at least P-2 or the equivalent thereof by Moody’s
or at least R-1 (low) from DBRS and in each case maturing not more than one year after the date of acquisition by such Person (vi)
securities with maturities of two years or less from the date of acquisition backed by standby letters of credit issued by any
Lender (or affiliate thereof) or any other commercial bank that is rated at least A- or the equivalent thereof by S&P, at least
A3 or the equivalent thereof by Moody’s or at least A (low) or the equivalent thereof by DBRS, (vii) investments with average
maturities of two years or less from the date of acquisition in money market funds having an AAA credit rating or better by S&P
or Aaa credit rating or better by Moody’s (viii) investments in funds that invest at least 90% of their assets in investments
of the types described in clauses (i) through (vii) above and (xi) other investments that the Administrative Agent and the Lead
Borrower may approve in writing from time to time.


 


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


 


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


 


“CFIDF”
means the CF Industries Distribution Facilities, LLC.


 


“CF USA”
means CF USA Holdings, LLC.


 






    	 	9	 



     


    

 


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


 


“Change of Control”
means any of (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934) becomes the “beneficial owner” (as that term is used under Rule 13d-3 under the Exchange
Act), directly or indirectly, of Equity Interests representing more than fifty percent (50%) of the aggregate ordinary voting power
represented by the issued and outstanding Equity Interests of Holdings; (b) occupation of a majority of the seats (other than vacant
seats) on the board of directors of Holdings by Persons who were not nominated, appointed or approved for election by members of
the board of directors of Holdings constituting at the time of such nomination, appointment or approval at least a majority of
such board; (c) the failure of Holdings to own, directly or indirectly, 100% of the outstanding Equity Interests of the Lead
Borrower (or any permitted successor thereof in accordance with Section 6.3) or any Designated Borrower (or any permitted
successor thereof in accordance with Section 6.3); or (d) any “change of control” (as such term or any words
of similar import are defined under any Material Indebtedness) shall occur; provided that a “change of control”
under this clause (d) shall constitute a Change of Control only if (x) such Material Indebtedness became due and payable as a result
thereof and/or (y) the holders of the obligations under such Material Indebtedness shall have the right to accelerate, cancel,
terminate, or otherwise require the repayment, repurchase or redemption of, such Material Indebtedness as a result of such “change
of control.”


 


“Charges”
has the meaning set forth in Section 9.13.


 


“Citi Prime
Rate” means the rate of interest announced publicly by Citibank from time to time as Citibank’s prime rate.


 


“Citibank”
means Citibank, N.A.


 


“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans or Swingline Loans.


 


“Code”
means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued
thereunder.


 






    	 	10	 



     


    

 


“Collateral”
means (i) the “Collateral” as defined in the Security Agreement, (ii) all the “Collateral” or “Mortgaged
Property” as defined in any other Collateral Document and (iii) any other assets pledged or in which a Lien is granted, in
each case, pursuant to any Collateral Document; provided that at no time shall this definition or any of the foregoing include
any Excluded Property.


 


“Collateral
and Guarantee Release Conditions” means the first day on which (i) no Default or Event of Default shall have occurred
and be continuing and (ii)(a) any two of the following three Indenture Corporate Ratings are in effect as of such date: (I) the
Indenture Moody’s Rating is Baa3 or better, (II) the Indenture S&P Rating is BBB- or better or (III) the Indenture Fitch
Rating is BBB- or better, in each case with a stable (or better) outlook, (b) the Existing CF Notes, including all fees, expenses
and other amounts due and payable thereunder, shall have been paid or defeased or (c) the Existing CF Notes cease to be secured
by the Collateral.


 


“Collateral
and Guarantee Release Date” has the meaning set forth in Section 6.8.


 


“Collateral
Documents” means, collectively, the Security Agreement, any Security Agreement Supplements, any Intellectual Property
Security Agreements and the Mortgages delivered to the Administrative Agent on the Fourth Restatement Effective Date or pursuant
to Section 5.9 or 5.10.


 


“Commitment”
means, with respect to each Lender, the commitment of such Lender to make Revolving Loans hereunder and to acquire participations
in Letters of Credit and Swingline Loans, expressed as an amount representing the maximum aggregate amount of such Lender’s
Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.8, (b)
increased from time to time pursuant to Section 2.19 and (c) reduced or increased from time to time pursuant to assignments
by or to such Lender pursuant to Section 2.21 or Section 9.4. The amount of each Lender’s Commitment as of
the Fourth Restatement Effective Date is set forth on Schedule 2.1. The aggregate amount of the Lenders’ Commitments
as of the Fourth Restatement Effective Date is $750,000,000.


 


“Commitment
Date” has the meaning set forth in Section 2.19(b).


 


“Commitment
Increase” has the meaning set forth in Section 2.19(a).


 


“Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.


 


“Communications”
has the meaning set forth in Section 9.1.


 


“Compliance
Certificate” has the meaning set forth in Section 5.1(c).


 


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


 


“Consenting
Lender” has the meaning set forth in Section 2.21(a).


 






    	 	11	 



     


    

 


“Consolidated
EBITDA” means, for any period, Consolidated Net Income for such period plus, without duplication and to the extent
deducted from revenues in determining such Consolidated Net Income, the sum of:


 


(a)             the
aggregate amount of Consolidated Interest Expense for such period;


 


(b)             the
aggregate amount of expense for taxes paid or accrued for such period;


 


(c)             all amounts attributable to depreciation and depletion for such period;


 


(d)             all
amortization and other non-cash charges (including, without limitation, non-cash impairment charges, but excluding, at the election
of the Lead Borrower, operating expenses that are incurred in the ordinary course of business that are accrued from time to time);


 


(e)              fees,
cash charges and other cash expenses, premiums or penalties incurred in connection with any acquisition, any asset disposition,
any recapitalization, any investment, any issuance of Equity Interests by Holdings or any issuance, incurrence or repayment of
Indebtedness by Holdings or its Subsidiaries, the amortization 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);


 


in each case for such
period, minus the sum of:


 


(i)              
all non-cash gains included in Consolidated Net Income for such period;


 


(ii)             
all amounts which constituted non-cash charges in prior periods (and which were deducted in determining Consolidated Net
Income in a prior period) and which were actually paid in cash during the period for which Consolidated EBITDA is being determined,
all calculated for Holdings and its Subsidiaries on a consolidated basis; provided that any amounts subtracted in accordance
with this clause (ii) shall not include operating expenses incurred in the ordinary course of business that the Lead Borrower has
elected to exclude for purposes of calculating Consolidated EBITDA in clause (d) above.


 


To the extent the net
income of any Subsidiary is excluded from Consolidated Net Income in accordance with the proviso to the definition of “Consolidated
Net Income”, then add-backs and deductions in determining Consolidated EBITDA, to the extent relating to such Subsidiary,
shall be limited to the same extent.


 






    	 	12	 



     


    

 


“Consolidated
Indebtedness” means, at any time, the sum of (without duplication) (i) all Indebtedness of Holdings and its
Subsidiaries (on a consolidated basis) as would be required to be reflected as debt or Capital Lease Obligations on the
liability side of a consolidated balance sheet of Holdings and its Subsidiaries in accordance with GAAP and (ii) all
Guarantees by Holdings and its Subsidiaries in respect of Indebtedness of any third Person (other than Holdings and its
Subsidiaries) of the type referred to in the preceding clause (i); provided that Consolidated Indebtedness shall not
include (x) the amount of any Indebtedness that has been defeased or satisfied and discharged in accordance with the terms of
such Indebtedness; (y) any Indebtedness the proceeds of which are deposited into a segregated account subject to a trust,
escrow or other funding arrangement entered into in connection with the issuance or incurrence of such Indebtedness for the
purpose of purchasing, redeeming, defeasing, repaying, satisfying and discharging, or otherwise acquiring or retiring for
value other Indebtedness (other than Indebtedness described in the foregoing clause (x)), in an amount equal to the
amount of proceeds in such account or (z) any Indebtedness the proceeds of which are deposited into a segregated account
subject to a trust, escrow or other funding arrangement entered into in connection with the issuance or incurrence of such
Indebtedness, or are subject to a customary special mandatory redemption provision, in each case, for the purpose of making
any investment or Acquisition in an amount equal to the amount of proceeds in such account, solely for as long as such
investment or Acquisition has not been consummated.


 


“Consolidated
Interest Expense” means, with reference to any period, accrued interest expense of Holdings and its Subsidiaries calculated
on a consolidated basis for such period determined in accordance with GAAP excluding amortization of financing fees.


 


“Consolidated
Net Income” means, for any period, the net income (or loss) of Holdings and its Subsidiaries determined on a consolidated
basis for such period (taken as a single accounting period) in accordance with GAAP; provided that the following items shall
be excluded in computing Consolidated Net Income (without duplication): (i) the net income (or loss) of any Person in which a Person
or Persons other than Holdings and its Wholly-Owned Subsidiaries has an Equity Interest or Equity Interests to the extent of such
Equity Interests held by Persons other than Holdings and its Wholly-Owned Subsidiaries in such Person, (ii) except for determinations
expressly required to be made on a Pro Forma Basis, the net income (or loss) of any Person accrued prior to the date it becomes
a Subsidiary or accrued prior to such Person merging into or consolidating with any Subsidiary or accrued prior to all or substantially
all of the property or assets of such Person being acquired by a Subsidiary and (iii) the net income of any Subsidiary to the extent
that the declaration or payment of cash dividends or similar cash distributions by such Subsidiary of such net income is not at
the time permitted by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to such Subsidiary; it being understood that the declaration or payment of a quarterly
cash dividends or similar cash distributions by Nitrogen, consistent with past practice, shall not be excluded in computing Consolidated
Net Income as a result of the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to Nitrogen as in effect on the Fourth Restatement Effective Date.


 


“Consolidated
Total Assets” means, as of any date of determination thereof, the total assets of Holdings and its Subsidiaries calculated
in accordance with GAAP on a consolidated basis as of such date.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise; provided that being an officer or
director of a Person shall not, in and of itself, be deemed “Control” of such Person. “Controlling”
and “Controlled” have meanings correlative thereto.


 






    	 	13	 



     


    

 


“Corporate Rating”
means the Moody’s Rating, the S&P Rating or the Fitch Rating, as applicable.


 


“Covered Entity”
means any of the following:


 


(a) a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


(b) a “covered
bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


(b) a “covered
FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Credit Agreement
Joinder” means each joinder agreement to this Agreement in substantially the form of Exhibit I attached hereto
or any other form reasonably approved by the Administrative Agent and the Lead Borrower.


 


“Credit Event”
means the making of a Loan or the issuance, amendment, extension or renewal of any Letter of Credit (other than any amendment,
extension or renewal that does not increase the maximum stated amount of such Letter of Credit).


 


“CTA”
means the UK Corporation Tax Act 2009.


 


“DBRS”
means Dominion Bond Rating Service Inc.


 


“Debtor
Relief Laws” means the Bankruptcy Code, the Insolvency Act 1986 of the United Kingdom and all other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, suspension
of payments or similar debtor relief laws of the United States, the United Kingdom or other applicable jurisdictions from time
to time in effect.


 


“Declining Lender”
has the meaning set forth in Section 2.21(a).


 


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


 


“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable.


 






    	 	14	 



     


    

 


“Defaulting Lender”
means, subject to the last sentence of Section 2.22, any Lender that (a) has failed to (i) fund all or any portion of
its Loans (including pursuant to a Mandatory Borrowing) or participations in LC Disbursements or Swingline Loans within two
Business Days of the date such Loans were required to be funded hereunder or (ii) pay to the Administrative Agent, any
Issuing Bank, any Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including with
respect to its participations in LC Disbursements and Swingline Loans) within two Business Days of the date when due, unless,
in the case of clause (i) above, such Lender notifies the Administrative Agent, each Issuing Bank and the Lead Borrower in
writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent
to such funding or payment (each of which conditions precedent, together with any applicable default, shall be specifically
identified in such writing) has not been satisfied, (b) has notified the Lead Borrower or the Administrative Agent, each
Issuing Bank or the Swingline Lender, as applicable, in writing that it does not intend to comply with its funding
obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such
Lender’s obligation to fund a Loan or participations in LC Disbursements or Swingline Loans hereunder and states that
such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition
precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot
be satisfied), (c) has failed, within two Business Days after written request by the Administrative Agent, any Issuing Bank
or the Lead Borrower, to confirm in writing to the Administrative Agent, such Issuing Bank and the Lead Borrower that it will
comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent, such Issuing Bank
and the Lead Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a
proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its
business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority
acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a
Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or
indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide
such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or
writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or
disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a
Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender
shall be deemed to be a Defaulting Lender, subject to the last sentence of Section 2.22, upon delivery of written
notice of such determination to the Lead Borrower and each Lender. Any determination by the Lead Borrower that the
Administrative Agent, the Swingline Lender, or an Issuing Bank is a Defaulting Lender under clause (d) above shall be
conclusive and binding absent manifest error, and such Person shall be deemed to be a Defaulting Lender, subject to the last
sentence of Section 2.22, upon delivery of written notice of such determination to the Administrative Agent, each
Lender, the Swingline Lender and each Issuing Bank.


 


“Designated
Borrower” has the meaning set forth in Section 2.23.


 


“Designated
Borrower Jurisdiction” means the United States or any state thereof or the District of Columbia, England and Wales or
any other jurisdiction as mutually agreed to from time to time by the Administrative Agent, all of the Lenders and the Lead Borrower.


 


“Designated
Borrower Request and Assumption Agreement” has the meaning set forth in Section 2.23(a).


 






    	 	15	 



     


    

 


“Designated
Borrowing Date” has the meaning set forth in Section 4.4.


 


“Designated
LC Disbursement” has the meaning set forth in Section 2.5(e).


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback
transaction and any sale or issuance of Equity Interests in a Subsidiary (other than directors’ qualifying shares and/or
other nominal amounts of shares required to be held by Persons other than Holdings and its Subsidiaries under applicable law))
of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated therewith; provided that “Disposition” and
“Dispose” shall not be deemed to include any issuance by Holdings of any of its Equity Interests to another
Person.


 


“Disqualified
Equity Interests” means, with respect to any Person, any Equity Interests of such Person which, by their terms, or by
the terms of any security into which such Equity Interests are convertible or for which such Equity Interests are putable or exchangeable
(other than at the option of the issuer thereof), or upon the happening of any event, mature (excluding any maturity as the result
of an optional redemption by the issuer thereof) or are mandatorily redeemable (other than for Equity Interests that are not Disqualified
Equity Interests) pursuant to a sinking fund obligation or otherwise, or are redeemable at the option of the holder thereof, in
whole or in part, in each case prior to the date that is ninety-one (91) days after the Maturity Date in effect at the time of
incurrence or issuance thereof (measured at the time of the incurrence or issuance thereof), in the case of each of the foregoing,
except as a result of a change of control, asset sale, event of loss, or other requirement to make an offer to repurchase, redeem,
defease or prepay upon a “fundamental change” (or similar event); provided that only the portion of such Equity
Interests which so matures or is mandatorily redeemable, is so convertible or ex-changeable or is so redeemable at the option of
the holder thereof (in each case subject to the qualifications and exceptions set forth above) prior to such date shall be deemed
to be Disqualified Equity Interests; provided, further, that if such Equity Interests are issued to any employee
or any plan for the benefit of employees of Holdings or its Subsidiaries or by any such plan to such employees, such Equity Interests
shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by Holdings or its Subsidiaries
in order to satisfy applicable statutory or regulatory obligations or as a result of any such employee’s termination, death
or disability; provided, further, that no Equity Interests held by any future, present or former employee, director,
officer or consultant (or their respective Affiliates or immediate family members) of Holdings or any of its Subsidiaries shall
be considered Disqualified Equity Interests because such Equity Interests are redeemable or subject to repurchase pursuant to any
management equity subscription agreement, stock option, stock appreciation right or other stock award agreement or similar agreement
that may be in effect from time to time; provided, further, that any class of Equity Interests of such Person that
by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Equity Interests that are not Disqualified
Equity Interests shall not be deemed to be Disqualified Equity Interests.


 


“Disregarded
Person” means any Subsidiary (a) that is treated as a disregarded entity for U.S. federal income tax purposes and holds
Equity Interests of one or more Foreign Subsidiaries or (b) substantially all of the assets of which are Equity Interests of one
or more Foreign Subsidiaries.


 






    	 	16	 



     


    

 


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


 


“dollars”
or “$” refers to lawful money of the United States of America.


 


“Domestic Subsidiary”
of any Person means any Subsidiary of such Person incorporated or organized in the United States or any state thereof or the District
of Columbia; provided that any Subsidiary that would otherwise constitute a Domestic Subsidiary and is a holding company
which owns Equity Interests in one or more Foreign Subsidiaries that are CFCs, but owns no other material assets and does not engage
in any trade or business (other than acting as a holding company for such Equity Interests in Foreign Subsidiaries) shall not constitute
a Domestic Subsidiary hereunder; provided, further, that a Subsidiary that is disregarded as separate from its owner
for federal income tax purposes and owns assets substantially all of which constitute Equity Interests in one or more Foreign Subsidiaries
that are CFCs, shall not constitute a Domestic Subsidiary hereunder.


 


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


 


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


 


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


 


“Eligible Assignee”
means and includes any commercial bank, an insurance company, a financial institution, any fund that invests in loans or any other
“accredited investor” (as defined in Regulation D of the Securities Act), and, in the case of each of the foregoing,
which, through its applicable lending offices, is capable of lending to the Borrowers and extends revolving lending facilities
in its ordinary course of business, but in any event excluding each Defaulting Lender, Holdings and its Subsidiaries and Excluded
Subsidiaries, and any natural person (or holding company, investment vehicle or trust for, or owned and operated for the benefit
of, a natural person).


 


“Enterprises”
means CF Industries Enterprises, LLC, a Delaware limited liability company.


 


“Environmental
Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions or binding
agreements issued, promulgated or entered into by or with any Governmental Authority, relating in any way to the environment,
preservation or reclamation of natural resources, the generation, use, handling, storage, transportation, disposal,
management, release or threatened release of, or exposure to, any Hazardous Material or to health and safety matters.


 






    	 	17	 



     


    

 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of investigation,
reclamation or remediation, fines, penalties or indemnities), of Holdings or any of its Subsidiaries directly or indirectly resulting
from or based upon (a) any Environmental Law, (b) the treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement
or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 


“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a cooperative society or a limited liability company,
beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling
the holder thereof to purchase or acquire any such equity interest (other than any debt security which by its terms is convertible
at the option of the holder into Equity Interests, to the extent such holder has not so converted such debt security but including,
for the avoidance of doubt, but only for the purposes of the definition of “Domestic Subsidiary”, any interests treated
as equity for United States federal income tax purposes).


 


“ERISA”
means the U.S. Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.


 


“ERISA Affiliate”
means any person that for purposes of Title IV of ERISA or Section 412 of the Code would be deemed at any relevant time to be a
single employer or otherwise aggregated with any Loan Party or any Subsidiaries of any Loan Party under Section 414(b), (c), (m)
or (o) of the Code.


 


“ERISA
Event” means any one or more of the following: (a) any reportable event, as defined in Section 4043 of ERISA, with
respect to a Plan, as to which the PBGC has not waived the requirement that it be notified of such event; (b) the receipt by
or issuance from any Loan Party, any Subsidiary of any Loan Party or any ERISA Affiliate of notice from or to the PBGC
regarding the intention to take action under Section 4041 or 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Plan; (c) the failure to satisfy the minimum funding standard under Section 412 of the Code or
Section 302 of ERISA, whether or not waived, or the filing of any request for or receipt of a minimum funding waiver under
Section 412 of the Code with respect to any Plan or that such filing may be made, or a determination that any Plan is, or is
expected to be, considered an at-risk plan within the meaning of Section 430 of the Code or Section 303 of ERISA; (d) the
incurrence by any Loan Party, any Subsidiary of any Loan Party or any ERISA Affiliate of any liability with respect to the
complete or partial withdrawal of any Loan Party, any Subsidiary of any Loan Party or any ERISA Affiliate from a
Multiemployer Plan, the reorganization or insolvency under Title IV of ERISA of any Multiemployer Plan, or the receipt by any
Loan Party, any Subsidiary of any Loan Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan
from any Loan Party, any Subsidiary of any Loan Party or any ERISA Affiliate of any notice, that a Multiemployer Plan is in
endangered or critical status under Section 432 of the Code or Section 305 of ERISA; (e) any Loan Party, any Subsidiary of
any Loan Party or any ERISA Affiliate incurring any liability under Title IV of ERISA with respect to the termination of any
Plan; or (f) any Foreign Plan Event.


 






    	 	18	 



     


    

 


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


 


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


 


“Eurocurrency”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Eurocurrency Rate. Eurocurrency Loans may be denominated in dollars or in an
Alternative Currency. All Loans denominated in an Alternative Currency must be Eurocurrency Loans.


 


“Eurocurrency
Rate” means, for any Interest Period with respect to any Eurocurrency Borrowing:


 


(a)             denominated
in a LIBOR Quoted Currency, the rate appearing on the applicable Bloomberg screen page (or on any successor or substitute page
of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided
on such page of such service, as determined by the Administrative Agent in its reasonable discretion from time to time for purposes
of providing quotations of interest rates applicable to deposits in the relevant currency in the London interbank market) at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for deposits in the relevant
currency with a maturity comparable to such Interest Period (the “Eurocurrency Screen Rate”). In the event that
the Eurocurrency Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”)
with respect to any Eurocurrency Borrowing then the Eurocurrency Rate shall be the Interpolated Rate, determined at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the Interpolated
Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. If neither the Eurocurrency
Screen Rate nor the Interpolated Rate is available at such time for any reason, then the “Eurocurrency Rate”
with respect to such Eurocurrency Borrowing for such Interest Period shall be the rate at which deposits in the applicable currency
in the Dollar Equivalent of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London
office of the Administrative Agent in Same Day Funds in the London interbank market at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period; or


 


(b)             denominated
in Canadian Dollars, the rate per annum equal to the Canadian Dealer Offered Rate (“CDOR”) displayed and
identified as such on the display referred to as the “CDOR Page” (or any
display substituted therefor) of Reuter Monitor Money Rates Service at approximately 10:00 a.m., Toronto, Ontario time, on
the first day of such Interest Period (or, if the first day of such Interest Period is not a Business Day, as of
approximately 10:00 a.m. Toronto, Ontario time on the immediately preceding Business Day); provided that if such rate
does not appear on the CDOR Page at such time on such date, the rate for such date will be the annual interest rate
equivalent to the discount rate as of approximately 10:00 a.m. Eastern time on such day at which one of the three largest
Canadian chartered banks listed on Schedule I of the Bank Act (Canada) as selected by Administrative Agent in
consultation with the Lead Borrower is then offering to purchase Canadian Dollar denominated bankers’ acceptances
accepted by it having such specified term (or a term as closely as possible comparable to such specified term);


 


provided that
if any such rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.


 


 






    	 	19	 



     


    

 


“Eurocurrency
Screen Rate” has the meaning set forth in the definition of “Eurocurrency Rate.”


 


“Event of Default”
has the meaning set forth in Article VII.


 


“Excluded
Property” means (a) (i) all owned real property other than Material Real Property and (ii) all leasehold
interests in real property; (b) (i) motor vehicles and other assets subject to certificates of title, (ii) rolling
stock, barges and minority interests in aircraft and (iii) letter of credit rights (except, in the case of each of clauses
(i), (ii) and (iii), to the extent perfection can be achieved by filing a UCC-1 financing statement), (c) commercial
tort claims in an amount less than $10,000,000; (d) pledges and security interests prohibited by applicable law, rule or
regulation (in each case, except to the extent such prohibition is unenforceable after giving effect to the applicable
provisions of the Uniform Commercial Code) or which could require governmental (including regulatory) consent, approval,
license or authorization to be pledged (unless such consent, approval, license or authorization has been received); (e) all
(A) voting Equity Interests in each Foreign Subsidiary and each Disregarded Person, in each case in excess of 65% of the
total combined voting power of the Equity Interests of such Subsidiary directly owned by Loan Parties, (B) Equity Interests
in Immaterial Subsidiaries and Excluded Subsidiaries, and (C) Equity Interests in each Subsidiary (other than Nitrogen) that
is not a direct Wholly-Owned Subsidiary of a Loan Party; (f) rights arising under any contract, instrument, lease,
license or other agreement, or any property subject to a purchase money security interest, Capital Lease Obligation or other
arrangement, to the extent that a grant of a security interest therein would violate or invalidate such contract,
instrument, lease, license or agreement, or any documents governing such purchase money security interest, Capital Lease
Obligation or other arrangement, or create a right of termination in favor of any other party thereto (other than Holdings,
any Borrower or any Guarantor), in each case after giving effect to the applicable anti-assignment provisions of the Uniform
Commercial Code or similar laws; (g) those assets as to which the cost of obtaining a security interest therein or
perfection thereof would be excessive in relation to the value afforded to the Lenders thereby, as reasonably agreed by the
Lead Borrower and the Administrative Agent; (h) any governmental licenses or state or local franchises, charters and
authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or
restricted thereby after giving effect to the applicable anti assignment provisions of the Uniform Commercial Code or similar
laws; (i) any trademark application filed in the United States Patent and Trademark Office on the basis of the
applicant’s intent-to-use such trademark unless and until evidence of use of the trademark has been filed with, and
accepted by the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15
U.S.C. §1051, et seq.), solely to the extent that granting a security interest in such trademark application prior to
such filing and acceptance would adversely affect the enforceability or validity of such trademark application or the
resulting trademark registration; (j) any property acquired after the Amendment No. 3 Closing Date that is subject to a
pre-existing security interest permitted hereunder (provided that such security interest was not incurred in anticipation of
the acquisition of such property) for so long as the contract or other agreement governing such security interest
prohibits the creation of any other security interest on such property, except to the extent such prohibition is rendered
ineffective after giving effect to applicable anti-assignment provisions of the Uniform Commercial Code or similar laws;
(k) property to the extent the granting of a security interest in such property could reasonably be expected to result
in material adverse tax consequences to the Lead Borrower, Holdings or any Guarantor, as reasonably determined in good faith
by the Lead Borrower and subject to the reasonable consent of the Administrative Agent; (l)  any Material Real Property
(other than the Material Real Property listed on Schedule 1.1) to the extent the granting of a Mortgage in such
Material Real Property requires the consent of a third party and the Lead Borrower is unable to obtain such consent after
using reasonable efforts (so long as the relevant restriction was in effect on the Amendment No. 3 Closing Date (or, if
later, the date on which such Material Real Property was acquired by a Loan Party) and was not incurred in contemplation of
this clause (l)); (m) tax, payroll, healthcare, employee wage or benefit, fiduciary, escrow, defeasance, redemption
and trust accounts; (n) all accounts that are swept to a zero balance on a daily basis; (o) Margin Stock; (p) Equity
Interests of any captive insurance companies, not-for-profit Subsidiaries, cooperatives and special purpose entities;
(q) all assets owned by Exempt Subsidiaries and any Foreign Designated Borrower; (r) all Indebtedness (including,
without limitation, any intercompany notes), in each case in an aggregate principal amount of less than $10,000,000; and
(s) cash deposits, letters of credit and Investment Property (as defined in the Security Agreement) (other than Equity
Interests of a Subsidiary) in which a Lien not prohibited by Section 6.2 (other than clause (bb) or (cc)
thereof) is granted to a Person that is not a Loan Party, a Subsidiary, an Excluded Subsidiary or an Affiliate of any of the
foregoing, in each case for so long as the contract or other agreement or arrangement pursuant to which such Lien is granted
prohibits the creation of any other Lien on such property.


 






    	 	20	 



     


    

 


“Excluded Subsidiary”
means Terra Nitrogen and each of its subsidiaries.


 


“Excluded Swap
Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of
the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any
Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures
Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for
any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations
thereunder at the time the Guarantee of such Guarantor or the grant of such security interest would have become effective with
respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion
shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest
is or becomes illegal.


 


“Excluded
Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made
by or on account of any obligation of any Borrower hereunder, (a) Taxes imposed on (or measured by) its net income (however
denominated), franchise Taxes, and branch profits Taxes, in each case (i) imposed by the jurisdiction (or any political
subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in
the case of any Lender, in which its applicable lending office is located or (ii) that are Other Connection Taxes; (b) other
than in the case of an assignee pursuant to a request by the Lead Borrower under Section 2.18(b), any United States
withholding Tax that is imposed on amounts payable to a recipient at the time such recipient becomes a party to this
Agreement (or designates a new lending office), except to the extent that such recipient (or its assignor, if any) was
entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from any Borrower
with respect to such withholding tax pursuant to Section 2.16(b); (c) Taxes attributable to any Lender’s failure
to comply with Section 2.16(f) or Section 2.16(h) or (d) any withholding Taxes imposed under FATCA.


 






    	 	21	 



     


    

 


“Exempt Subsidiaries”
means (a) any Immaterial Subsidiaries, (b) any Foreign Subsidiary, (c) any direct or indirect Subsidiary of a Foreign Subsidiary
or a Disregarded Person, (d) any Disregarded Person, (e) any Subsidiary not required to be a Guarantor in accordance with the Agreed
Guarantee Principles; provided that this clause (e) shall not apply to a Person if (and only for so long as) such
Person is a borrower, issuer or guarantor of the Existing CF Notes, (f) any Excluded Subsidiary and (g) any Subsidiary to
the extent the cost of obtaining a Guaranty by such Subsidiary outweighs the benefit to the Lenders afforded thereby, as reasonably
determined by the Lead Borrower and the Administrative Agent; provided that in no event shall the term “Exempt Subsidiary”
or “Exempt Subsidiaries” include the Lead Borrower, any other Borrower or, prior to the Collateral and Guarantee Release
Date, Enterprises, Sales, CF USA or CFIDF.


 


“Existing CF
Notes” means the 2021 Indenture Notes and the 2026 Indenture Notes, collectively.


 


“Existing Lenders” has
the meaning set forth in the second introductory paragraph hereto.


 


“Existing Loans”
has the meaning set forth in Section 9.19(a).


 


“Existing Maturity
Date” has the meaning set forth in Section 2.21(a).


 


“Existing Mortgage”
means any Mortgage delivered to the Former Agent pursuant to the Third Amended and Restated Credit Agreement with respect to the
Material Real Property listed on Schedule 1.1.


 


“Extension Effective
Date” has the meaning set forth in Section 2.21(a).


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the Fourth Restatement Effective Date (or any amended or successor version
of such Sections that is substantively comparable and not materially more onerous to comply with), any current or future regulations
promulgated thereunder or official interpretations thereof, and any agreements entered into pursuant to Section 1471(b)(1) of the
Code, and any fiscal or regulatory legislation or rules pursuant to any intergovernmental agreement, treaty or convention among
Governmental Authorities and implementing such Sections of the Code.


 






    	 	22	 



     


    

 



 


“Federal Funds
Effective Rate” means, for any day, 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 an overnight bank funding rate (from and after such date as the Federal Reserve Bank of New York shall commence
to publish such composite rate); provided that if the Federal Funds Effective Rate shall be less than zero, such rate shall
be deemed to be zero for purposes of this Agreement.


 


“Fee Letters”
means, collectively, (i) that certain Fee Letter, dated November 1, 2019, between Holdings and Citigroup Global Markets, Inc.,
(ii) that certain Fee Letter, dated November 1, 2019, between Holdings and Goldman Sachs and (iii) that certain Fee Letter, dated
November 1, 2019, between Holdings and Morgan Stanley.


 


“Financial Covenant
Step-Up” has the meaning set forth in Section 6.4(b).


 


“Financial Covenant
Step-Up Period” has the meaning set forth in Section 6.4(b).


 


“Financial Covenant
Step-Up Election” means a written election by the Lead Borrower, in form and substance as shall be reasonably satisfactory
to the Administrative Agent, to increase the Maximum Total Net Leverage Ratio pursuant to Section 6.4(b).


 


“Financial Officer”
means the chief financial officer, principal accounting officer, treasurer or controller of the applicable Loan Party.


 


“FIRREA”
means the Financial Institutions Reform, Recovery and Enforcement Act of 1989.


 


“Fitch”
means Fitch, Inc.


 


“Fitch Rating”
means the highest of (i) the public corporate family rating of Holdings from Fitch, (ii) the public corporate family rating of
the Lead Borrower from Fitch and (iii) the long-term debt rating by Fitch for the Index Debt.


 


“Flood Insurance
Laws” means, collectively, (i) the National Flood Insurance Act of 1968, (ii) the Flood Disaster Protection Act of 1973,
(iii) the National Flood Insurance Reform Act of 1994 and (iv) the Flood Insurance Reform Act of 2004.


 


“Foreign Designated
Borrower” means any Designated Borrower organized in any Designated Borrower Jurisdiction other than the United States
or any state thereof or the District of Columbia.


 


“Foreign Lender”
means any Lender that is organized under the laws of a jurisdiction other than that in which the Lead Borrower is located. For
purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction.


 



    	 	23	 



     


    




 


“Foreign Plan”
means any benefit plan sponsored, maintained or contributed to (or that is required to be sponsored, maintained or contributed
to by), or with respect to which there is any liability to, any Loan Party or any Subsidiary of any Loan Party, that under applicable
law other than the laws of the United States or any political subdivision thereof, is required to be funded through a trust or
other funding vehicle, other than a trust or funding vehicle maintained exclusively by a Governmental Authority.


 


“Foreign Plan
Event” means, with respect to any Foreign Plan, (i) the existence of unfunded liabilities in excess of the amount permitted
under any applicable law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (ii)
the failure to make the required contributions or payments, under any applicable law, on or before the due date for such contributions
or payments, (iii) the receipt of a notice from, or the provision of notice to, a Governmental Authority relating to the intention
to terminate any Foreign Plan or to appoint a trustee or similar official to administer any Foreign Plan, (iv) the insolvency of
any Foreign Plan or the incurrence of any liability to any Loan Party or any Subsidiary of any Loan Party under applicable law
on account of the complete or partial termination of any Foreign Plan or the complete or partial withdrawal of any participating
employer therein or (v) any other event or condition with respect to a Foreign Plan that could result in liability of any Loan
Party or any Subsidiary of any Loan Party.


 


“Foreign Subsidiary”
of any Person means any Subsidiary of such Person that is not a Domestic Subsidiary.


 


“Former Agent”
means Morgan Stanley, in its capacity as administrative agent under the Third Amended and Restated Credit Agreement.


 


“Fourth Restatement
Effective Date” means December 5, 2019.


 


“GAAP”
means generally accepted accounting principles in effect from time to time in the United States of America.


 


“Goldman Sachs”
means Goldman Sachs Bank USA.


 


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


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly,
and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness
of the payment thereof, or (c) to maintain working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness; provided that the term “Guarantee”
shall not include endorsements for collection or deposit in the ordinary course of business, or customary indemnification obligations
entered into in connection with any acquisition or disposition of assets or of other entities (other than to the extent that the
primary obligations that are the subject of such indemnification obligation would be considered Indebtedness hereunder).


 






    	 	24	 



     


    

 


“Guarantor”
means (a) Holdings, (b) the Lead Borrower (with respect to the Obligations of each other Borrower) and (c) at all times prior
to the Collateral and Guarantee Release Date (i) each Borrower (with respect to the Obligations of each other Borrower), (ii) Enterprises,
(iii) Sales, (iv) CF USA, (v)  CFIDF and (vi) each direct or indirect Domestic Subsidiary (other than an Exempt Subsidiary)
of Holdings that Guarantees any Indebtedness for borrowed money (other than Permitted Indebtedness) of Holdings, the Lead Borrower
and/or any other Loan Party in excess of $150,000,000, in the case of each of clauses (a) through (c) from the
time that such Person delivers an executed Guaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation
reasonably satisfactory to the Administrative Agent;


 


“Guaranty”
means a Guarantee pursuant to (a) the Guaranty Agreement entered into on the Fourth Restatement Effective Date or (b) any Guaranty
Agreement, Guaranty Joinder Agreement or comparable guaranty documentation reasonably satisfactory to the Administrative Agent
entered into hereunder.


 


“Guaranty Agreement”
means each guarantee agreement in substantially the form of Exhibit E attached hereto, as such agreement may be modified
(including, but not limited to, by adding limitations to the extent necessary to comply with the Agreed Guarantee Principles (including
by limiting the maximum amount guaranteed), which limitations in such agreement shall in each case be subject to the reasonable
satisfaction of the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent.


 


“Guaranty Joinder
Agreement” means each joinder agreement to a Guaranty Agreement in substantially the form of Exhibit J attached
hereto, as such agreement may be modified (including but not limited to, by adding limitations to the extent necessary to comply
with the Agreed Guarantee Principles (including by limiting the maximum amount guaranteed), which limitations in such agreement
shall in each case be subject to the reasonable satisfaction of the Administrative Agent) in form and substance reasonably satisfactory
to the Administrative Agent.


 


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


 


“Hedge Bank”
means any Person that is a counterparty to a Swap Agreement with a Loan Party or any Subsidiary and that is a Lender, the Administrative
Agent or an Affiliate of any of the foregoing as of the Fourth Restatement Effective Date or, if later, the date on which such
Swap Agreement is entered into, in each case in its capacity as a party thereto; provided that no such Person shall be
considered a Hedge Bank until such time as (x) such Person (except the Administrative Agent) shall have delivered written notice
to the Administrative Agent that such Swap Agreement has been entered into and that, subject to the satisfaction of clause (y)
below, such Person constitutes a Hedge Bank with respect to such Swap Agreement, entitled to the benefits of the Guaranty and
the Collateral under the Loan Documents and (y) the Lead Borrower has designated such Person as a “Hedge Bank” and
such Swap Agreement as a “Secured Swap Agreement” in a written notice delivered to the Administrative Agent.


 






    	 	25	 



     


    

 


“Holdings”
has the meaning set forth in the introductory paragraph hereto.


 


“Immaterial
Subsidiary” means, as of any date of determination, a Subsidiary (other than a Loan Party) (a) whose consolidated total
assets on a Pro Forma Basis do not constitute more than 5.0% of the Consolidated Total Assets of Holdings and its Subsidiaries
(for the most recently ended fiscal year of Holdings for which audited financial statements are available), and (b) whose consolidated
gross sales do not constitute more than 5.0% of the consolidated gross sales of Holdings and its Subsidiaries on a Pro Forma Basis
(for the most recently ended fiscal year of Holdings for which audited financial statements are available); provided that
if at any time one or more Immaterial Subsidiaries are subject to one or more events as described under clause (h) and/or (i) of
Article VII, if such Immaterial Subsidiaries would fail to meet either the test described in preceding clause (a) or
(b) if all such Immaterial Subsidiaries were a single Subsidiary (rather than separate Subsidiaries), for this purpose treated
as if each reference in preceding clause (a) and (b) to “5.0%” were instead a reference to “7.5%”, then
the respective such Subsidiaries shall not constitute Immaterial Subsidiaries unless and until such time as in aggregate they do
not fail either of the tests referenced in this proviso.


 


“Impacted Interest
Period” has the meaning set forth in the definition of “Eurocurrency Rate.”


 


“Increase Date”
has the meaning set forth in Section 2.19(a).


 


“Increasing
Lender” has the meaning set forth in Section 2.19(b).


 


“Incremental Amendment”
has the meaning set forth in Section 2.20(b).


 


“Incremental Facilities”
has the meaning set forth in Section 2.20(a).


 


“Incremental Lenders” has
the meaning set forth in Section 2.20(b).


 


“Incremental Revolving Commitments”
has the meaning set forth in Section 2.20(a).


 


“Incremental
Term Loan” has the meaning set forth in Section 2.20(a).


 






    	 	26	 



     


    

 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person
evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other
title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the
deferred purchase price of property or services that is due more than six months after taking delivery of such property (excluding
(i) accounts payable and accrued liabilities and expenses incurred in the ordinary course of business, (ii) deferred compensation
arrangements and (iii) earn-out obligations), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights)
owned or acquired by such Person (other than Liens on Equity Interests in joint ventures), whether or not such Person has
assumed or become liable for the payment of such obligation; provided that, in the event such Person has not assumed or
become liable for payment of such obligation, only the lesser of the fair market value of such property or the amount of the obligation
secured shall be deemed to be Indebtedness, (f) all Guarantees by such Person of Indebtedness of others of the types described
in clauses (a), (b), (d), and (e) above and clauses (g), (h) and (i) below, the
amount of such obligation being deemed to be an amount equal to the stated or determinable amount of the obligations of such Person
in respect of such Guarantee or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such Person in good faith, (g) the principal portion
of all Capital Lease Obligations of such Person, (h) all obligations, after giving effect to any prior drawings or reductions
which have been reimbursed, contingent or otherwise, of such Person as an account party or applicant in respect of letters of
credit, letters of guaranty, surety bonds or similar arrangements, (i) all obligations, contingent or otherwise, of such Person
in respect of bankers’ acceptances and (j) obligations of such Person under any liquidated earn-out that would appear as
liabilities on a balance sheet of such Person. The Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result
of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness
provide that such Person is not liable therefor.


 


“Indemnified
Taxes” means Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any
obligation of any Loan Party under any Loan Document.


 


“Indemnitee”
has the meaning set forth in Section 9.3(b).


 


“Indenture Corporate
Rating” means the Indenture Moody’s Rating, the Indenture S&P Rating or the Indenture Fitch Rating, as applicable.


 


“Indenture Fitch Rating”
means the public corporate credit rating of Holdings from Fitch; provided that if Fitch shall not have in effect a public
corporate credit rating of Holdings, the “Fitch Rating” shall mean the long-term debt rating by Fitch for the Indenture
Index Debt.


 


“Indenture Index Debt”
means senior, unsecured, long-term Indebtedness for borrowed money of Holdings (or, in the event that Holdings does not have senior,
unsecured, long-term Indebtedness for borrowed money outstanding, the Lead Borrower) that is not Guaranteed by any other Person
(other than the Lead Borrower or a Guarantor) or subject to any other credit enhancement that has the higher long term debt rating
from S&P, Moody’s or Fitch.


 






    	 	27	 



     


    

 


“Indenture Moody’s Rating”
means the public corporate family rating of Holdings from Moody’s; provided that if Moody’s shall not have in
effect a public corporate family rating of Holdings, the “Indenture Moody’s Rating” shall mean the long-term
debt rating by Moody’s for the Indenture Index Debt.


 


“Indenture S&P Rating”
means the public corporate credit rating of Holdings from S&P; provided that if S&P shall not have in effect a public
corporate credit rating of Holdings, the “S&P Rating” shall mean the long-term debt rating by S&P for the Indenture
Index Debt.


 


“Index Debt”
means senior, unsecured, long-term Indebtedness for borrowed money of Holdings or the Lead Borrower (as elected by the Lead Borrower
in a written notice to the Administrative Agent), in each case, that is not Guaranteed by any other Person or entity (other than
a Loan Party) or subject to any other credit enhancement which has the higher long term debt rating by S&P, Moody’s or
Fitch.


 


“Information”
has the meaning set forth in Section 9.12(a).


 


“Intellectual
Property Security Agreements” has the meaning set forth in the Security Agreement.


 


“Intercreditor
Agreement” means an intercreditor agreement substantially in the form attached as Exhibit M hereto or any other
form approved by the Administrative Agent and the Lead Borrower, as may be in effect from time to time.


 


“Interest Coverage
Ratio” means, for any period, the ratio of (a) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters
most recently ended to (b) Consolidated Interest Expense for such period of four (4) consecutive fiscal quarters; provided
that, for purposes of any calculation of the Interest Coverage Ratio pursuant to this Agreement, Consolidated EBITDA and Consolidated
Interest Expense shall be determined on a Pro Forma Basis in accordance with the definition of “Pro Forma Basis” contained
herein.


 


“Interest Election
Request” has the meaning set forth in Section 2.7(b).


 


“Interest Payment
Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September
and December when such Loan is outstanding and the Maturity Date, (b) with respect to any Eurocurrency Loan, the last day of the
Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest
Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals
of three months’ duration after the first day of such Interest Period and the Maturity Date and (c) with respect to any Swingline
Loan, the day that such Loan is required to be repaid in accordance with the terms hereof and the Maturity Date.


 






    	 	28	 



     


    

 


“Interest Period”
means, with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months (or, if available to, or with the consent of, each
Lender, such other period that is less than one month or greater than six months) thereafter, as the Lead Borrower may elect;
provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Borrowing only, such next succeeding Business
Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and
(ii) any Interest Period pertaining to a Eurocurrency Borrowing that commences on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on
the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially
shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective
date of the most recent conversion or continuation of such Borrowing.


 





“Interpolated
Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places
as the last available Eurocurrency Screen Rate) reasonably determined by the Administrative Agent (which determination shall be
conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between:
(a) the Eurocurrency Screen Rate for the longest period (for which the Eurocurrency Screen Rate is available) that is shorter than
the Impacted Interest Period; and (b) the Eurocurrency Screen Rate for the shortest period (for which that Eurocurrency Screen
Rate is available) that exceeds the Impacted Interest Period, in each case, at such time.


 


“IRS”
means the U.S. Internal Revenue Service.


 


“Issuing Bank”
means, except as otherwise provided in Article VIII, the Lenders listed on Schedule 2.1 on the Fourth Restatement
Effective Date with a commitment to acquire participations in Letters of Credit in the amount set forth opposite such Lender’s
name under the heading “Applicable LC Fronting Sublimit” and each Lender that shall have become an Issuing Bank hereunder
as provided in Section 2.5(j) or Section 2.5(k)(ii) (other than any Person that shall have ceased to be an Issuing
Bank as provided in Section 2.5(k)); provided that, unless Morgan Stanley Bank or Goldman Sachs, as applicable,
specifically consents thereto in a given instance, neither Morgan Stanley Bank nor Goldman Sachs nor any of their respective Affiliates
shall be obligated to issue any trade Letters of Credit (and each of Morgan Stanley Bank and Goldman Sachs and their respective
Affiliates shall only be obligated to issue standby Letters of Credit). Any Issuing Bank may, in its discretion, arrange for one
or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall
include any such Affiliates with respect to Letters of Credit issued by such Affiliates.


 


“ITA”
means the UK Income Tax Act 2007.


 


“Judgment Currency”
has the meaning set forth in Section 9.18(a).


 


“Judgment Currency
Conversion Date” has the meaning set forth in Section 9.18(a).


 


“LC Collateral
Account” has the meaning set forth in Section 2.5(i).


 


“LC Disbursement”
means a payment made by an Issuing Bank pursuant to a Letter of Credit.


 






    	 	29	 



     


    

 


“LC Exposure”
means, at any time, the sum of the Dollar Equivalent of (a) the aggregate undrawn amount of all outstanding Letters of Credit at
such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the
Borrowers at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at
such time.


 


“LC Sublimit”
has the meaning set forth in Section 2.5(b).


 


“Lead Borrower”
has the meaning set forth in the introductory paragraph hereto.


 


“Lenders”
means the Persons listed on Schedule 2.1 on the Fourth Restatement Effective Date and any other Person that shall have become
a party hereto pursuant to an Assignment and Assumption or pursuant to Section 2.19 or Section 2.21, other than any
such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.


 


“Letter of Credit”
means any irrevocable letter of credit issued pursuant to this Agreement. Letters of Credit may be issued in dollars or in an Alternative
Currency.


 


“Letter of Credit
Suspension Notice” has the meaning set forth in Section 2.5(b).


 


“LIBOR Quoted
Currency” means dollars, Euro and Sterling.


 


“LIBOR Successor Rate”
has the meaning specified in Section 2.13(b).


 


“LIBOR Successor
Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition
of ABR, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters
as may be appropriate, in the reasonable, good faith discretion of the Administrative Agent and in consultation with the Lead Borrower,
to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a
manner substantially consistent with market practice (or, if the Administrative Agent Administrative Agent in consultation with
the Lead Borrower determines that adoption of any portion of such market practice is not administratively feasible or that no market
practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative
Agent determines reasonably and in good faith and in consultation with the Lead Borrower).


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital
lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing)
relating to such asset.


 


“Loan Documents”
means this Agreement, including any amendment hereto or waiver hereunder, the Notes, if any, each Guaranty Agreement, Guaranty
Joinder Agreement and comparable guaranty documentation delivered to the Administrative Agent hereunder, each Collateral Document,
the Intercreditor Agreement (if in effect), each Credit Agreement Joinder and each Designated Borrower Request and Assumption
Agreement and each letter of credit application.


 






    	 	30	 



     


    

 


“Loan Parties”
means Holdings, each Borrower party to this Agreement and each Guarantor.


 


“Loans”
means each Revolving Loan and each Swingline Loan.


 


“London Banking Day” means
any day on which dealings in dollar deposits are conducted by and between banks in the London interbank Eurodollar market.


 


“Mandatory Borrowing”
has the meaning provided in Section 2.4(c). All Mandatory Borrowings shall be denominated in dollars.


 


“Margin Stock”
has the meaning provided in Regulation U of the Board.


 


“Material Acquisition”
means any acquisition (including pursuant to a merger, consolidation, amalgamation or otherwise) of at least a majority of the
Equity Interests of a Person, all or substantially all of the assets of any other Person or all or substantially all of the assets
of a division, line of business or branch of such Person (in each case, in one transaction or a series of transactions) and which
involves the payment of consideration or assumption of Indebtedness by Holdings and its Subsidiaries in excess of $200,000,000.


 


“Material Adverse
Effect” means a material adverse effect on (a) the business, operations, property or financial condition of Holdings
and its Subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement, any Guaranty or any of the
other Loan Documents or the rights and remedies, in each case taken as a whole, of the Administrative Agent, the Issuing Banks
or the Lenders hereunder or thereunder.


 


“Material Indebtedness”
means Indebtedness (other than any Indebtedness under the Loan Documents), or obligations in respect of one or more Swap Agreements,
of any one or more of Holdings and its Subsidiaries in a principal amount exceeding $200,000,000 outstanding at the time of determination,
but excluding any Indebtedness owing to Holdings, any Borrower or any of their respective Subsidiaries. For purposes of determining
Material Indebtedness, the “principal amount” of the obligations of Holdings, any Borrower or any of their respective
Subsidiaries in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements)
that Holdings, such Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.


 


“Material Real
Property” means (i) each fee-owned real property that is listed on Schedule 1.1 and (ii) other than Excluded Property
of the type described in clauses (g), (k) or (l) of such definition, each fee-owned real property owned by
any Loan Party after the Fourth Restatement Effective Date (other than as described in clause (i)) and located in the continental
United States (other than the real property located in Fremont, Nebraska and Blair, Nebraska, in the case of this clause (ii)
with a fair market value, as of the date such real property or Subsidiary was acquired, in excess of $10,000,000 individually.


 


“Material Subsidiary”
means any Subsidiary other than an Immaterial Subsidiary.


 






    	 	31	 



     


    

 


“Maturity Date”
means December 5, 2024, as such date may be extended pursuant to Section 2.21.


 


“Maturity Date
Extension Request” means a request by the Lead Borrower, substantially in the form of Exhibit G attached hereto
or such other form as shall be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed),
for the extension of the Maturity Date pursuant to Section 2.21.


 


“Maximum Rate”
has the meaning set forth in Section 9.13.


 


“Maximum Total
Net Leverage Ratio” has the meaning set forth in Section 6.4(b).


 


“Measurement
Period” means, at any date of determination, the most recently completed four consecutive fiscal quarters of Holdings
ended on such date.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“Moody’s
Rating” means the highest of (i) the public corporate family rating of Holdings from Moody’s, (ii) the public corporate
family rating of the Lead Borrower from Moody’s and (iii) the long-term debt rating by Moody’s for the Index Debt.


 


“Morgan Stanley”
means Morgan Stanley Senior Funding, Inc.


 


“Morgan Stanley
Bank” means Morgan Stanley Bank, N.A.


 


“Mortgage”
means a mortgage, deed of trust, trust deed, or deed to secure debt, as applicable, substantially in the form of Exhibit N
attached hereto or any other form reasonably approved by the Administrative Agent and the Lead Borrower, in each case creating
and evidencing a Lien on a Mortgaged Property, with such terms and provisions as may be required by the applicable laws of the
relevant jurisdiction.


 


“Mortgage Modification”
has the meaning set forth in the definition of Real Property Collateral Requirement.


 


“Mortgage Policy”
has the meaning set forth in the definition of Real Property Collateral Requirement.


 


“Mortgaged Property”
means each Material Real Property that is subject to a lien of an Existing Mortgage or required to be subject to a Mortgage pursuant
to Section 5.9(c) or Section 5.10(a).


 


“Multiemployer
Plan” means any multiemployer plan as defined in Section 4001(a)(3) of ERISA, which is contributed to (or to which
there is an obligation to contribute to) by any Loan Party or any Subsidiary of any Loan Party or any ERISA Affiliate, and each
such plan for the six-year period immediately following the latest date on which any Loan Party, any Subsidiary of any Loan Party
or any ERISA Affiliate contributed to or had an obligation to contribute to such plan.


 






    	 	32	 



     


    

 


“Netherlands”
means the European part of the Kingdom of the Netherlands.


 


“Nitrogen”
means CF Industries Nitrogen, LLC, a Delaware limited liability company.


 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all
Lenders or all directly and adversely affected Lenders in accordance with the terms of Section 9.2 and (ii) has been approved
by the Required Lenders.


 


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


 


“Non-Guarantor
Subsidiary” means any Subsidiary of Holdings that is not a Guarantor (other than the Lead Borrower).


 


“Note”
has the meaning set forth in Section 2.9(e).


 


“Obligation
Currency” has the meaning set forth in Section 9.18(a).


 


“Obligations”
means (a) all amounts owing by any Loan Party to the Administrative Agent, any Issuing Bank or any Lender pursuant to the terms
of this Agreement or any other Loan Document (including all interest which accrues after the commencement of any case or proceeding
in bankruptcy after the insolvency of, or for the reorganization of any Borrower or any of its Subsidiaries, whether or not allowed
in such case or proceeding) and (b) prior to the Collateral and Guarantee Release Date, all Secured Swap Obligations, all
Secured Cash Management Obligations and all Secured Bilateral LC Obligations, excluding, in the case of clauses (a) and
(b), with respect to any Guarantor at any time, any Excluded Swap Obligations with respect to such Guarantor at such time.
Notwithstanding anything to the contrary in any Loan Document, (i) unless otherwise agreed to in writing by the Lead Borrower and
any Hedge Bank, any Secured Cash Management Bank or any Bilateral LC Provider, as applicable, the obligations of any Loan Party
or any Subsidiary under any Secured Swap Agreement, any Secured Cash Management Agreement or any Secured Bilateral LC Facility,
as applicable, shall be secured and guaranteed pursuant to the Loan Documents only to the extent that, and for so long as, the
Obligations (other than Secured Swap Obligations, Secured Cash Management Obligations, Secured Bilateral LC Obligations, indemnities
and other contingent obligations with respect to which no claim for reimbursement has been made and Letters of Credit that have
been cash collateralized pursuant to arrangements mutually agreed between the applicable Issuing Bank and the Lead Borrower or
with respect to which other arrangements have been made that are satisfactory to the applicable Issuing Bank) are so secured and
guaranteed and (ii) any release of Collateral or Guarantors effected in a manner permitted by this Agreement or any other Loan
Document shall not require the consent of any holder of Secured Swap Obligations, Secured Cash Management Obligations or Secured
Bilateral LC Obligations other than in its capacity as a Lender or as the Administrative Agent to the extent required under this
Agreement.


 


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


 






    	 	33	 



     


    

 


“Other Taxes”
means any and all present or future stamp, stamp duty reserve, court or documentary taxes or duties or any other excise, property,
intangible, recording, filing or similar Taxes which arise from any payment made under, from the execution, delivery, performance,
enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this
Agreement and the other Loan Documents; excluding, however, such Taxes imposed with respect to an assignment (other than (i) such
taxes that arise from the enforcement of this Agreement or the other Loan Documents, and (ii) such taxes imposed with respect to
an assignment that occurs as a result of the request of a Borrower pursuant to Section 2.18(b)).


 


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


 


“Participant”
has the meaning set forth in Section 9.4(c)(i).


 


“Participant
Register” has the meaning set forth in Section 9.4(c)(ii).


 


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


 


“PBGC”
means the U.S. Pension Benefit Guaranty Corporation and any successor entity performing similar functions.


 


“Perfection
Certificate” means a certificate in the form of Exhibit L hereto or any other form approved by the Administrative
Agent and the Lead Borrower, as the same shall be supplemented from time to time.


 


“Permitted Encumbrances”
means:


 


(a)       Liens
imposed by law for Taxes, assessments or governmental charges or levies that are not yet overdue for a period of more than sixty
(60) days or are being contested in good faith by appropriate proceedings and for which adequate reserves have been set aside in
accordance with GAAP or other applicable accounting rules;


 


(b)       landlords’,
carriers’, warehousemen’s, mechanics’, materialmen’s, suppliers’, processors’, workman’s,
repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that
are not overdue by more than sixty (60) days or are being contested in compliance with Section 5.4;


 






    	 	34	 



     


    

 


(c)       pledges
and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and
other social security laws or similar laws or regulations (other than Liens arising under 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;


 


(d)       pledges,
utility deposits and deposits (including cash collateral for obligations in respect of letters of credit and bank guarantees) made
to secure the performance of bids, tenders, contracts (including, but not limited to, insurance contracts), leases, statutory obligations,
surety and appeal bonds (or deposits made to otherwise secure an appeal, stay or discharge in the course of any legal proceeding),
performance or completion bonds and other obligations of a like nature or other cash deposits required to be made, in each case
in the ordinary course of business;


 


(e)       judgment
liens and judicial attachment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article
VII;


 


(f)       recorded
or unrecorded easements, encroachments, rights-of-way, covenants, conditions, restrictions, leases, licenses, reservations, subdivisions,
environmental and similar encumbrances of any kind or rights of others for rights-of-way, utilities and other similar purposes,
or zoning, building, subdivision, environmental or other restrictions as to the use of owned or leased real property and minor
defects and irregularities in title on real property that do not secure any monetary obligations and do not materially interfere
with the ability of the applicable Loan Party or Subsidiary to operate the affected property in the ordinary conduct of business;


 


(g)       any
matters disclosed on any survey, aerial survey, ExpressMap or equivalent photographic depiction delivered by the Lead Borrower
to the Administrative Agent, to the extent such matters shall be acceptable to the Administrative Agent in its reasonable discretion;


 


(h)       any
exceptions to title set forth in any Mortgage Policy or any date down or modification endorsement accepted by the Administrative
Agent;


 


(i)       Liens
in favor of the United States or any state thereof, or in favor of any other country, or political subdivision thereof, to secure
certain payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or
any part of the purchase price or impairments, or, in the case of real property, the cost of construction, of the assets subject
to such Liens, including, without limitation, such Liens incurred in connection with pollution control, industrial revenue or similar
financing;


 


(j)       [reserved];


 






    	 	35	 



     


    

 


(k)        purported
Liens evidenced by the filing of precautionary UCC financing statements or similar filings related to operating leases of personal
property entered into Holdings or any of its Subsidiaries in the ordinary course of business;


 


(l)        customary
rights of first refusal, “tag along” and “drag along” rights, and put and call arrangements under joint
venture agreements;


 


(m)        Liens
arising out of sale and leaseback transactions; and


 


(n)       any
interest or title, and any encumbrances thereon, of a lessor or sublessor under any lease entered into by a Loan Party or Subsidiary
as a lessee or sublessee.


 


“Permitted Indebtedness”
means:


 


(a)       Indebtedness
of any Subsidiary under the Loan Documents;


 


(b)       Indebtedness
of any Subsidiary to Holdings, any Borrower or any other Subsidiary of Holdings;


 


(c)       Indebtedness
of any Subsidiary incurred to finance the acquisition, construction, repair, development or improvement of any property, plant
or equipment (including Capital Lease Obligations), and any modifications, extensions, exchanges, renewals, refinancings, refundings,
and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof, plus accrued interest,
premium thereon and any original issue discount pursuant to the terms thereof, plus other reasonable amounts paid, and fees
and expenses reasonably incurred, in connection therewith; provided that such Indebtedness is incurred prior to or within
270 days after such acquisition or the completion of such construction, repair, development or improvement and provided,
further, that the principal amount of Indebtedness secured by any Lien shall at no time exceed 100% of the cost of acquiring,
constructing, repairing, developing or improving such property;


 


(d)       Indebtedness
of any Person that becomes a Subsidiary after the Fourth Restatement Effective Date, or that is secured by an asset when such asset
is acquired by a Subsidiary after the Fourth Restatement Effective Date, and any modifications, extensions, exchanges, renewals,
refinancings, refundings, and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof,
plus accrued interest, premium thereon and any original issue discount pursuant to the terms thereof, plus other
reasonable amounts paid, and fees and expenses reasonably incurred, in connection therewith; provided that such Indebtedness
exists at the time such Person becomes a Subsidiary (or such asset is acquired) and is not created in contemplation of or in connection
with such Person becoming a Subsidiary (or such asset being acquired);


 


(e)       Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument of a Subsidiary drawn
against insufficient funds in the ordinary course of business;


 


(f)       Indebtedness
of an account party in respect of trade letters of credit; and


 






    	 	36	 



     


    

 


(g)       obligations
arising from tax increment financings and other similar arrangements with Governmental Authorities and credit support (including,
without limitation, letters of credit and lines of credit) provided in connection therewith.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity, whether or not a legal entity.


 


“Plan”
means any “employee benefit plan” as defined in Section 3(3) of ERISA (other than a Multiemployer Plan) subject to
the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA in respect of which any Loan Party, any
Subsidiary of any Loan Party or any ERISA Affiliate would be (or under Section 4069 of ERISA would be deemed to be) an “employer”
as defined in Section 3(5) of ERISA.


 


“Platform”
has the meaning set forth in Section 9.1.


 


“Pooling Agreement”
means (i) that certain Spare Parts Pooling Agreement, dated as of August 15, 1968, by and among Commercial Solvents Corporation,
First Nitrogen Corporation, the Lead Borrower (formerly known as Central Farmers Fertilizer Company), Miscoa and Triad Chemical,
with CF Nitrogen, LLC and Koch Nitrogen Company, LLC as successor parties, (ii) that certain Spare Parts Sharing Agreement, dated
May 6, 2013, by and among CF Industries Nitrogen, LLC, Terra Nitrogen, and Canadian Fertilizers Limited and (iii) that certain
Spare Parts Pooling Agreement, dated February 1, 2007, by and among Agrium U.S. Inc., Agrium, an Alberta, Canada general partnership,
Koch Nitrogen Company, LLC, Mosaic Fertilizer, LLC and Terra Nitrogen, as amended by that certain Pool Addendum Agreement, dated
January 28, 2009, as further amended by that certain Amending Agreement No. 1, dated January 1, 2011, as further amended by that
Pool Addendum, dated September 1, 2012, and (iv) any similar parts pooling agreements in effect on the Fourth Restatement Effective
Date, in each case without giving effect to any amendments, restatements, supplements or other modifications which, taken as a
whole, are materially adverse to the Loan Parties, their respective Subsidiaries or Excluded Subsidiaries.


 


“primary obligor”
has the meaning set forth in the definition of “Guarantee”.


 


“Pro Forma Basis”
means, in connection with any calculation of and compliance with any financial covenant or financial term, the calculation thereof
after giving effect on a pro forma basis to any Acquisition consummated after the first day of the relevant period and on
or prior to the last day of the relevant period (or, in the case of determinations other than pursuant to Section 6.4, on
or prior to the date of determination) and, in the case of all determinations other than pursuant to Section 6.4, giving
effect to all incurrences and repayments of Indebtedness through the date of determination, as if same had occurred on the first
day of the respective period, in each case with such pro forma adjustments as are appropriate, in the good faith judgment
of a Responsible Officer of the Lead Borrower, to reflect identifiable and factually supportable additional cost savings or synergies
from such actions that have been realized or for which substantially all the steps necessary for realization have been taken or,
at the time of determination, are reasonably expected to be taken within 12 months immediately following any such action (net of
the amount of actual benefits realized during such period from such actions).


 






    	 	37	 



     


    

 


“Projections”
has the meaning set forth in Section 3.11.


 


“PTE”
means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from
time to time.


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with,
12 U.S.C. 5390(c)(8)(D).


 


“Real Property
Collateral Requirement” means, with respect to any Material Real Property, that the following shall have been delivered
to the Administrative Agent: (A) counterparts of a Mortgage (or, with respect to any Existing Mortgage, a modification of such
Existing Mortgage (a “Mortgage Modification”), duly executed and delivered by the record owner of such property,
together with evidence such Mortgage (or Mortgage Modification, if applicable) has been duly executed, acknowledged and delivered
by a duly authorized officer of each party thereto, in form suitable for filing or recording in all filing or recording offices
that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid and subsisting perfected Lien
subject only to Liens permitted pursuant to Section 6.2 on the property and/or rights described therein in favor of the Administrative
Agent for the benefit of the Secured Parties, and evidence that all filing and recording taxes and fees have been paid or otherwise
provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that if a mortgage tax will
be owed on the entire amount of the Indebtedness evidenced hereby, then the amount secured by such Mortgage shall be limited to
100% of the fair market value of the property at the time such Mortgage is entered into if such limitation results in such mortgage
tax being calculated based upon such fair market value), (B) a fully paid policy of title insurance (or marked-up title insurance
commitment having the effect of policy of title insurance) on such Mortgaged Property naming the Administrative Agent as the insured
for its benefit and that of the Secured Parties and their respective successors and assigns (a “Mortgage Policy”)
(or, with respect to any Mortgage Modification, a date down and/or modification endorsement to the relevant existing Mortgage
Policy) issued by a nationally recognized title insurance company reasonably acceptable to the Administrative Agent in form and
substance and in an amount reasonably acceptable to the Administrative Agent (not to exceed 100% of the fair market value of the
real properties covered thereby), insuring such Mortgage (or, if applicable, such Existing Mortgage, as modified by the relevant
Mortgage Modification) to be a valid and subsisting first priority Liens on the property and/or rights described therein in favor
of the Administrative Agent for the benefit of the Secured Parties, free and clear of all Liens other than Liens permitted pursuant
to Section 6.2 and other Liens reasonably acceptable to the Administrative Agent (such Mortgage Policy to (x) contain a “tie-in”
or “cluster” endorsement, if available in the applicable jurisdiction at commercially reasonable rates (i.e., policies
which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage
amount), and (y) have been supplemented by such endorsements as shall be reasonably requested by the Administrative Agent (including
endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, doing business, public road access, variable
rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit, same as survey and so-called
comprehensive coverage over covenants and restrictions, to the extent such endorsements are available in the applicable jurisdiction
at commercially reasonable rates), (C) a survey (which may take the form of an aerial survey, ExpressMap or equivalent photographic
depiction) in form and substance sufficient to obtain the Mortgage Policy without the standard survey exception and otherwise
reasonably satisfactory to the Administrative Agent), (D) an opinion of local counsel to the Loan Parties in the state in which
such Mortgaged Property is located, with respect to the enforceability and perfection of such Mortgage and any related fixture
filings, in form and substance reasonably satisfactory to the Administrative Agent, and (E) to the extent not previously delivered,
a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect
to such Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is located, and if such
property is in a special flood hazard area, duly executed and acknowledged by the appropriate Loan Party, together with evidence
of flood insurance as and to the extent required under Section 5.5 hereof, in form and substance reasonably satisfactory to the
Administrative Agent.


 






    	 	38	 



     


    

 


“Recipient”
means, as applicable, (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank.


 


“Register”
has the meaning set forth in Section 9.4(b)(iv).


 


“Reimbursement
Date” has the meaning set forth in Section 2.5(e).


 


“Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person’s Affiliates.


 


“Requesting
Borrower” has the meaning set forth in Section 2.5(a)(i).


 


“Required Lenders”
means, at any time, Lenders having Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the
total Revolving Credit Exposures and unused Commitments at such time. The Revolving Credit Exposures and unused Commitments of
any Defaulting Lender shall be disregarded in determining Required Lenders at any time.


 


“Responsible
Officer” means any of the chief executive officer, president, principal accounting officer, chief financial officer,
chief internal general counsel, executive director, treasurer or controller, in each case, of the applicable Loan Party, or any
person designated by any such Loan Party in writing to the Administrative Agent from time to time, acting singly.


 


“Restricted
Cash” means cash or Cash Equivalents of Holdings and its Subsidiaries, that (i) appear (or would be required to appear)
as “restricted” on a consolidated balance sheet of Holdings and its subsidiaries (unless such appearance is related
to the Loan Documents or Liens created thereunder), (ii) are subject to any Lien granted by Holdings and/or its Subsidiaries in
favor of any Person or (iii) are subject to binding contractual or legal obligations that result in such cash or Cash Equivalents
being not otherwise generally available for use by such Borrower or such Guarantor.


 


“Revaluation
Date” means (a) with respect to any Loan denominated in an Alternative Currency, each of the following: (i) each
date of a Borrowing of a Eurocurrency Loan, (ii) each date of a continuation of a Eurocurrency Loan pursuant to Section
2.7, (iii) the first Business Day of March, June, September and December of each year and (iv) such additional dates
as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with respect to any Letter of
Credit denominated in an Alternative Currency, each of the following: (i) each date of issuance of a Letter of Credit, (ii) each
date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of
any payment by any Issuing Bank under any such Letter of Credit, (iv) the first Business Day of March, June, September and December
of each year and (v) such additional dates as the Administrative Agent or the applicable Issuing Bank shall determine or the Required
Lenders shall require.


 






    	 	39	 



     


    

 


“Revolving Borrowing”
means a Borrowing comprised of Revolving Loans.


 


“Revolving Credit
Exposure” means, with respect to any Lender at any time, the sum of the Dollar Equivalent of the outstanding principal
amount of such Lender’s Revolving Loans, its LC Exposure and its Swingline Exposure at such time.


 


“Revolving Loan”
has the meaning set forth in Section 2.1.


 


“S&P”
means S&P Global Inc.


 


“S&P Rating”
means the highest of (i) the public corporate family rating of Holdings from S&P, (ii) the public corporate family rating of
the Lead Borrower from S&P and (iii) the long-term debt rating by S&P for the Index Debt.


 


“Sales”
means CF Industries Sales, LLC, a Delaware limited liability company.


 


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


 


“Sanctioned
Country” means, at any time, a country or territory which is itself the subject or target of any country-wide or territory-wide
Sanctions (at the time of this Agreement, the Crimea region, Cuba, Iran, North Korea and Syria).


 


“Sanctioned
Person” means, at any time, any Person that is (a) listed on any Sanctions-related list of designated Persons maintained
by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations
Security Council, or the European Union or Her Majesty’s Treasury of the United Kingdom, (b) located, organized or resident
in a Sanctioned Country or (c) directly or indirectly owned 50% or more or controlled by any such Person or Persons described
in the foregoing clauses (a) or (b).


 


“Sanctions”
means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S.
government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the
U.S. Department of State or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the
United Kingdom.


 






    	 	40	 



     


    

 


“Scheduled Unavailability Date”
has the meaning specified in Section 2.13(b)(ii).


 


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


 


“Secured Bilateral
LC Facility” means each Bilateral LC Facility issued by, or entered into with, a Bilateral LC Provider that shall have
been designated as a “Secured Bilateral LC Facility” in accordance with the definition of “Bilateral LC Provider”;
provided that this Agreement and Letters of Credit issued hereunder or pursuant hereto shall not constitute a Secured Bilateral
LC Facility at any time.


 


“Secured Bilateral
LC Obligations” means, at any time with respect to any Bilateral LC Provider, the sum of (a) the Dollar Equivalent of
the maximum amount then available to be drawn or incurred under all outstanding Secured Bilateral LC Facilities (other than this
Agreement and Letters of Credit) issued or provided by such Bilateral LC Provider at the request of any Loan Party or any Subsidiary,
plus (b) the Dollar Equivalent of the aggregate unreimbursed amounts owing to such Bilateral LC Provider by any Loan Party
or any Subsidiary at such time in respect of obligations under Secured Bilateral LC Facilities (other than this Agreement and Letters
of Credit) issued by such Bilateral LC Provider at the request of any Loan Party or any Subsidiary.


 


“Secured Cash
Management Agreement” means any Cash Management Agreement for which the requirements of clauses (x) and (y)
of the proviso to the definition of “Cash Management Bank” have been satisfied by the Lead Borrower and the applicable
Cash Management Bank.


 


“Secured Cash
Management Obligations” means, as to any Person, all obligations, whether absolute or contingent and however and whenever
created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor),
arising under any Secured Cash Management Agreement.


 


“Secured Parties”
means, collectively, the Administrative Agent, the Lenders, each Issuing Bank, each Hedge Bank with respect to any Secured Swap
Agreement, each Bilateral LC Provider with respect to any Secured Bilateral LC Facility, each Cash Management Bank with respect
to any Secured Cash Management Agreement and each sub-agent appointed by the Administrative Agent from time to time pursuant to
Article VIII with matters relating to any Collateral Document.


 


“Secured Swap
Agreement” means any Swap Agreement for which the requirements of clauses (x) and (y) of the proviso to
the definition of “Hedge Bank” have been satisfied by the Lead Borrower and the applicable Hedge Bank.


 


“Secured Swap
Obligations” means the obligations owed to any Hedge Bank under any Secured Swap Agreement.


 


“Securities
Act” means the United States Securities Act of 1933.


 


“Security Agreement”
means the Pledge and Security Agreement substantially in the form of Exhibit K attached hereto or any other form reasonably
approved by the Administrative Agent and the Lead Borrower, dated as of the Fourth Restatement Effective Date, among Holdings,
the Lead Borrower, the Guarantors from time to time party thereto, and the Administrative Agent.


 






    	 	41	 



     


    

 


“Security Agreement
Supplement” has the meaning set forth in the Security Agreement.


 


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


 


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


 


“Subsidiary”
means, as to any Person, (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary
voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any
class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at
the time owned by such Person and/or one or more Subsidiaries of such Person and (ii) any partnership, limited liability company,
association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such Person has more than 50%
of the total voting power of the equity interests therein at the time. Unless otherwise qualified, all references to a “Subsidiary”
or to “Subsidiaries” in this Agreement shall refer to a subsidiary or subsidiaries of Holdings; provided, however,
that each Excluded Subsidiary shall not be considered a Subsidiary for purposes of this Agreement, except that each Excluded Subsidiary
shall be considered a Subsidiary for purposes of calculating the Interest Coverage Ratio, the Total Net Leverage Ratio and for
purposes of the accounting and financial terms used in connection with making such calculations.


 


“Successor Index
Debt” means, for any Person, the senior, unsecured, long-term Indebtedness for borrowed money of such Person which has
the higher long term debt rating by S&P or Moody’s.


 


“Successor Moody’s
Ratings” means, for any Person, the public corporate family rating of such Person from Moody’s; provided
that if Moody’s shall not have in effect a public corporate family rating of such Person or such Person’s parent company,
the “Successor Moody’s Ratings” shall mean the long-term debt rating by Moody’s for the Successor Index
Debt of such Person.


 


“Successor
S&P Ratings” means, for any Person, the public corporate credit rating of such Person from S&P; provided
that if S&P shall not have in effect a public corporate credit rating of such Person or such Person’s parent company,
the “Successor S&P Ratings” shall mean the long-term debt rating by S&P for the Successor Index Debt of such
Person.


 






    	 	42	 



     


    

 


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


 


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


 


“Swingline Borrowing”
means a Borrowing comprised of Swingline Loans.


 


“Swingline Expiry
Date” means that date which is five Business Days prior to the Maturity Date.


 


“Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any
Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.


 


“Swingline Lender”
means, except as otherwise provided in Article VIII, Citibank or any Affiliate thereof, in its capacity as lender of Swingline
Loans hereunder.


 


“Swingline Loan”
has the meaning set forth in Section 2.4.


 


“Syndication
Agent” means Morgan Stanley and Goldman Sachs.


 


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


 


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


 



    	 	43	 



     


    





 


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


 


“Terra Nitrogen”
means Terra Nitrogen Limited Partnership, a Delaware limited partnership.


 


“Third Amended
and Restated Credit Agreement” has the meaning set forth in the second introductory paragraph hereto.


 


“Total Net Leverage
Ratio” means, on any date of determination, the ratio of (x) the remainder of (i) Consolidated Indebtedness on such
date minus (ii) the aggregate amount of Unrestricted Cash on such date, to (y) Consolidated EBITDA for the period of four
(4) consecutive fiscal quarters most recently ended on or prior to such date for which financial statements have been (or were
required to be) furnished to the Administrative Agent pursuant to Section 5.1(a) or (b), as the case may be; provided
that for purposes of any calculation of the Total Net Leverage Ratio pursuant to this Agreement, Consolidated EBITDA shall be determined
on a Pro Forma Basis in accordance with the definition of “Pro Forma Basis” contained herein.


 


“Transactions”
means (a) the execution, delivery and performance by the Loan Parties of each Loan Document to which it is a party, the borrowing
of Loans, the use of the proceeds thereof, the issuance of Letters of Credit hereunder and the use of such Letters of Credit and
(b) the payment of fees and expenses in connection with any of the foregoing.


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Eurocurrency Rate or the Alternate Base Rate.


 


“UK Borrower”
means a Designated Borrower that is incorporated in England and Wales.


 


“UK Borrower
DTTP Filing” means an HM Revenue & Customs Form DTTP2 duly completed and filed by a UK Borrower, which: (a) where
it relates to a UK Treaty Lender which is a party on the date of this Agreement, contains the scheme reference number and jurisdiction
of tax residence stated opposite that Lender’s name in Schedule 2.16(g), and (i) where the UK Borrower is a UK Borrower
on the date of this Agreement, is filed with HM Revenue & Customs within 30 days of the date of this Agreement, or (ii) where
the UK Borrower becomes a UK Borrower after the date of this Agreement, is filed with HM Revenue & Customs within 30 days
of that date; or (b) where it relates to a UK Treaty Lender which becomes a party after the date of this Agreement, contains the
scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the Assignment and Assumption pursuant
to which it becomes a party, and (i) where the UK Borrower is a UK Borrower on the date on which that UK Treaty Lender becomes
a party as Lender in respect of a UK Loan, is filed with HM Revenue & Customs within 30 days of that date, or (ii) where the
UK Borrower becomes a UK Borrower after the date on which that UK Treaty Lender became a party as Lender in respect of a UK Loan,
is filed with HM Revenue & Customs within 30 days of the date on which that UK Borrower becomes a UK Borrower.


 






    	 	44	 



     


    

 


“UK Loan”
means any Loan to a UK Borrower.


 


“UK Non-Bank
Lender” means (a) a Lender which is a Lender on the date of this Agreement listed in Schedule 2.16(g), or (b) a Lender
which becomes a party hereto after the date of this Agreement and which gives a UK Tax Confirmation in the Assignment and Assumption
pursuant to which it becomes a party.


 


“UK Qualifying
Lender” means, with respect to a UK Borrower, a Lender which is beneficially entitled to interest payable to that Lender
in respect of an advance under a UK Loan and is: (A) a Lender: (1) which is a bank (as defined for the purpose of section 879 of
the ITA) making an advance under a UK Loan 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 (2) in respect of an advance made under a UK Loan 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 is either within the charge to United Kingdom corporation tax as respects
any payments of interest made in respect of that advance or is a bank (as defined for the purpose of section 879 of the ITA) that
would be within the charge to corporation tax as respects such payments of interest apart from section 18A of the CTA; or (B) a
Lender which is: (1) a company resident in the United Kingdom for United Kingdom tax purposes; (2) 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 (3) 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 (C) a UK Treaty Lender.


 


“UK Tax Confirmation”
means a confirmation by a Lender that the Person beneficially entitled to interest payable to that Lender in respect of an advance
under a Loan 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.


 






    	 	45	 



     


    

 


“UK Tax Deduction”
means a deduction or withholding required by any law of the United Kingdom for or on account of Tax from a payment under a Loan
but excluding any such deduction or withholding pursuant to FATCA.


 


“UK Treaty Lender” means
a Lender which: (a) is treated as a resident of a UK Treaty State for the purposes of the UK Treaty; (b) does not carry on a business
in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loan is effectively
connected; and (c) meets all other considerations in the UK Treaty for full exemption from Tax imposed by the United Kingdom on
interest, except that for this purpose it shall be assumed that the following are satisfied: (i) there is no special relationship
between the UK Borrower and a Lender or between both of them and another Person, in each case, arising by reason of the Loan Documents;
and (ii) any necessary procedural formalities.


 


“UK Treaty State”
means a jurisdiction having a double taxation agreement (a “UK Treaty”) with the United Kingdom which makes
provision for full exemption from tax imposed by the United Kingdom on interest.


 


“Unavailable
Rate” has the meaning set forth in Section 2.13.


 


“Uniform Commercial
Code” means the Uniform Commercial Code, as in effect from time to time, of the State of New York.


 


“Unrestricted
Cash” means cash or Cash Equivalents of Holdings and its Subsidiaries other than Restricted Cash.


 


“USA PATRIOT
Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).


 


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


 


“VAT”
means (a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax
(EC Directive 2006/112); and (b) any other tax of a similar nature, whether imposed in a member state of the European Union in
substitution for, or levied in addition to, such tax referred to in (a) or imposed elsewhere.


 


“Wholly-Owned
Domestic Subsidiary” means, as to any Person, any Domestic Subsidiary of such Person that is a Wholly-Owned Subsidiary
of such Person.


 


“Wholly-Owned
Subsidiary” means, as to any Person, any Subsidiary of such Person which is (i) a corporation of which 100% of the capital
stock is at the time owned by such Person and/or one or more Wholly-Owned Subsidiaries of such Person or (ii) a partnership, limited
liability company, association, joint venture or other entity in which such Person and/or one or more Wholly-Owned Subsidiaries
of such Person has a 100% equity interest at such time (other than, in the case of a Foreign Subsidiary of Holdings with respect
to the preceding clauses (i) and (ii), directors’ qualifying shares and/or other nominal amounts of shares required to be
held by Persons other than Holdings and its Subsidiaries under applicable law).


 






    	 	46	 



     


    

 


“Withholding
Agent” means any Loan Party, the Administrative Agent or any Lender.


 


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


 


Section 1.2        
Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by
Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and
Type (e.g., a “Eurocurrency Revolving Loan”) and Borrowings also may be classified and referred to by Class
(e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class
and Type (e.g., a “Eurocurrency Revolving Borrowing”).


 


Section 1.3        
Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The
words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”.
Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein
(other than the Third Amended and Restated Credit Agreement) shall be construed as referring to such agreement, instrument or other
document as from time to time amended, restated, amended and restated, supplemented or otherwise modified (subject to any restrictions
on such amendments, amendments and restatements, supplements or modifications set forth herein), (b) any reference herein to any
Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof”
and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not
to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed
to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights and (f) any reference to any law shall include all statutory and regulatory
provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.


 






    	 	47	 



     


    

 


Section 1.4         Accounting
Terms; GAAP. Except as otherwise expressly provided herein, the financial statements to be furnished to the Lenders
pursuant hereto shall be made and prepared in accordance with GAAP (except as set forth in the notes thereto or as otherwise
disclosed in writing by the Lead Borrower to the Lenders); provided that, except as otherwise specifically provided
herein, all computations and all definitions (including accounting terms) used in determining compliance with Section
6.4 shall utilize GAAP and policies in conformity with those used to prepare the audited financial statements of
Holdings delivered pursuant to Section 5.1 for the fiscal year ended December 31, 2018; provided, further,
that if the Lead Borrower notifies the Administrative Agent that the Lead Borrower requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the Fourth Restatement Effective Date in GAAP or in the
application thereof on the operation of any provision hereof (including as a result of an election to apply IFRS) (or if the
Administrative Agent notifies the Lead Borrower that the Required Lenders request an amendment to any provision hereof for
such purpose), regardless of whether any such notice is given before or after such change in GAAP (or such election) or in
the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change (or such election) shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith. At any time after the Fourth Restatement Effective Date, Holdings may elect to
apply IFRS in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS; provided
that any calculation or determination in this Agreement that requires the application of GAAP for periods that include fiscal
quarters ended prior to Holding’s election to apply IFRS shall remain as previously calculated or determined in
accordance with GAAP. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, (a) all terms
of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to
herein shall be made, without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other
Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any
Indebtedness or other liabilities of the Lead Borrower or any Subsidiary at “fair value,” as defined therein and
(b) if at any time the obligations of any Person in respect of an operating lease are otherwise required to be characterized
or recharacterized as capital or finance lease obligations as a result of a change in GAAP after the date hereof, then for
purposes hereof such Person’s obligations under such operating lease shall not, notwithstanding such
characterization or recharacterization, be deemed Capital Lease Obligations.


 






    	 	48	 



     


    

 


Section 1.5        
Exchange Rates; Currency Equivalents.


 


(a)               The
Administrative Agent or the applicable Issuing Bank, as applicable, shall determine the Spot Rates as of each
Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Events and Revolving Credit Exposure (or
components thereof) denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date
and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation
Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial
covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than dollars) for
purposes of the Loan Documents shall be such Dollar Equivalent amount as determined by the Administrative Agent or the
applicable Issuing Bank, as applicable, in accordance with the first sentence of this clause (a). The Lead Borrower and the
Lenders will be promptly informed of the results of such calculations. Notwithstanding the foregoing, for purposes of this
Agreement and the other Loan Documents, where the permissibility of a transaction or determinations of required actions or
circumstances (excluding for the avoidance of doubt in connection with Credit Events or Revolving Credit Exposure or
components thereof or the matters referred to in paragraph (b) below) depend upon compliance with, or are determined
by reference to, amounts stated in dollars, such amounts shall be deemed to refer to dollars or Dollar Equivalents and any
requisite currency translation shall be based on the Spot Rate in effect on the Business Day immediately preceding the date
of such transaction or determination and the permissibility of actions taken under Article VI shall not be affected by
subsequent fluctuations in exchange rates; provided that if Indebtedness is incurred to refinance other Indebtedness,
and such refinancing would cause the applicable dollar denominated limitation to be exceeded if calculated at the Spot Rate
in effect on the Business Day immediately preceding the date of such refinancing, such dollar denominated restriction shall
be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed
the principal amount of such Indebtedness being refinanced except as permitted hereunder.


 






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


 


Section 1.6        
Change of Currency.


 


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


 


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


 


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


 


Section 1.7        
LLC Divisions/Series Transactions. For all purposes under the Loan Documents, in connection with any division or
plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right,
obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be
deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence,
such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests
at such time.


 






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ARTICLE II


 


The Credits


 


Section 2.1        
Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make loans in dollars or
in one or more Alternative Currencies to the Borrowers (each such loan, a “Revolving Loan”) from time to time
during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit
Exposure exceeding such Lender’s Commitment or (b) the sum of the aggregate amount of the Revolving Credit Exposure of all
Lenders exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein,
the Borrowers may borrow, prepay and reborrow Revolving Loans.


 


Section 2.2        
Loans and Borrowings. (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans
made by the Lenders ratably in accordance with their respective Applicable Percentages. The failure of any Lender to make any Loan
required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments
of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. Any
Swingline Loan shall be made in accordance with the procedures set forth in Section 2.4.


 


(b)              
Subject to Section 2.13 and Section 2.14(c), (i) each Revolving Borrowing shall be comprised entirely of ABR
Loans or Eurocurrency Loans as the Lead Borrower may request in accordance herewith and (ii) each Swingline Loan shall be comprised
entirely of ABR Loans. Eurocurrency Revolving Loans may be denominated in dollars or in any Alternative Currency, as the Lead Borrower
may request in accordance herewith. ABR Loans shall be denominated only in dollars. Subject to Section 2.14(c), each Lender
at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided
that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms
of this Agreement.


 


(c)              
At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount
that is an integral multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR Borrowing is made, such Borrowing
shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an
ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or the amount that
is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.5(e), as the case may be. Borrowings
of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than
a total of ten (10) Eurocurrency Borrowings outstanding.


 


(d)              
Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert
or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.


 






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Section 2.3         Requests
for Revolving Borrowings. To request a Revolving Borrowing, the Lead Borrower shall notify the Administrative Agent of
such request by telecopy or electronic mail (a) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New
York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing
(excluding a Borrowing of Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), not later than 12:00
noon, New York City time, one Business Day prior to the date of the proposed Borrowing (or, in the case of an ABR Borrowing
on the Fourth Restatement Effective Date, not later than 9:00 a.m., New York City time, on the same day as the proposed
Borrowing). Each such Borrowing Request shall be irrevocable and shall be delivered to the Administrative Agent in writing in
substantially the form of Exhibit B attached hereto and signed by the Lead Borrower. Each such written Borrowing
Request shall specify the following information in compliance with Section 2.2:


 


(i)              
the aggregate amount of the requested Borrowing;


 


(ii)             
the identity of the applicable Borrower;


 


(iii)            
the date of such Borrowing, which shall be a Business Day;


 


(iv)             whether
such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;


 


(v)             
in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated
by the definition of the term “Interest Period”;


 


(vi)             
in the case of a Eurocurrency Borrowing, the currency in which such Eurocurrency Borrowing shall be denominated; and


 


(vii)           
the location and number of the account or accounts to which funds are to be disbursed, which shall comply with the requirements
of Section 2.6.


 


If no election as to
the Type of Borrowing is specified, then the requested Borrowing shall be a Eurocurrency Borrowing with an Interest Period of one
month’s duration denominated in the currency specified, and if no currency is specified, in dollars. If no Interest Period
is specified with respect to any requested Eurocurrency Borrowing, then the Lead Borrower shall be deemed to have selected an Interest
Period of one month’s duration. If no currency is specified with respect to any requested Eurocurrency Borrowing, then the
Lead Borrower shall be deemed to have selected a Eurocurrency Borrowing denominated in dollars. Promptly following receipt of a
Borrowing Request in accordance with this Section 2.3, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.


 


Notwithstanding anything
to the contrary, Mandatory Borrowings shall be made upon the notice specified in Section 2.4(c), with each Borrower irrevocably
agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.4(c);
provided, however, that the making of such Mandatory Borrowings shall not constitute a representation or warranty
by Holdings or any Borrower that any of the conditions specified in Section 4 are satisfied as of the time such Mandatory
Borrowings are made.


 






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Section 2.4        
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make loans
to the Borrowers (each such loan, a “Swingline Loan”), at any time and from time to time on or after the Fourth
Restatement Effective Date and prior to the Swingline Expiry Date, in an aggregate principal amount at any time outstanding that
will not result in (i) the sum of the total Swingline Exposures exceeding $75,000,000, (ii) the sum of the total Revolving
Credit Exposures exceeding the total Commitments or (iii) any Lender’s Revolving Credit Exposure exceeding such Lender’s
Commitment. Each Swingline Loan shall be made as part of a Borrowing consisting of Swingline Loans made by the Swingline Lender.
Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow
Swingline Loans. Each Swingline Loan shall be denominated in dollars and shall be in an amount that is an integral multiple of
$500,000 and not less than $500,000; provided that a Swingline Loan may be made in an aggregate amount that is required
to finance the reimbursement of an LC Disbursement as contemplated by Section 2.5(e).


 


(b)              
To request a Swingline Loan, the Lead Borrower shall notify the Administrative Agent of such request by telecopy or electronic
mail, not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable
and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative
Agent will promptly advise the Swingline Lender of any such notice received from the Lead Borrower. The Swingline Lender shall
make such Swingline Loan available to the Borrowers by means of a credit to the general deposit account of the applicable Borrower
or Borrowers with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement
as provided in Section 2.5(e), by remittance to the applicable Issuing Bank) by 4:00 p.m., New York City time, on the requested
date of such Swingline Loan.


 






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(c)               On
any Business Day, the Swingline Lender may, in its sole discretion, give written notice to the Lead Borrower (unless a
Default or Event of Default then exists under clauses (h) or (i) of Article VII) and the other Lenders that the
Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided
that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default
under clauses (h) or (i) of Article VII or upon the exercise of any of the remedies provided in the last paragraph of Article
VII), in which case one or more Borrowings of Revolving Loans constituting ABR Loans and denominated in dollars (each
such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all
Lenders pro rata based on each such Lender’s Applicable Percentage (determined before giving effect to any
termination of the Commitments pursuant to the last paragraph of Article VII, if applicable) and the proceeds thereof
shall be applied directly by the Administrative Agent to repay the Swingline Lender for such outstanding Swingline Loans.
Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory
Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the
Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with any minimum borrowing amount
otherwise required hereunder, (ii) whether any conditions specified in Section 4 are then satisfied, (iii) whether a
Default or an Event of Default then exists or would result therefrom, (iv) the date of such Mandatory Borrowing, and (v) the
amount of the total Commitments at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the
date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the
Bankruptcy Code, the Insolvency Act 1986 of the United Kingdom or any other applicable Debtor Relief Laws with respect to any
Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would
otherwise have occurred, but adjusted for any payments received from any Borrower on or after such date and prior to such
purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the
Lenders to share in such Swingline Loans ratably based upon their respective Applicable Percentages (determined before giving
effect to any termination of the Commitments pursuant to the last paragraph of Article VII), provided that (x)
all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the
respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be
payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to
this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal
amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise
have occurred to but excluding the date of payment for such participation, at the Overnight Rate for the first three days and
at the interest rate otherwise applicable to Revolving Loans maintained as ABR Loans hereunder for each day thereafter.


 






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Section 2.5        
Letters of Credit. (a) General. (i) Subject to the terms and conditions set forth herein, any Borrower may
request (the Borrower that shall have made such request, a “Requesting Borrower”) the issuance by any Issuing
Bank of Letters of Credit in dollars or in any Alternative Currency for such Requesting Borrower’s own account, in a form
reasonably acceptable to the Administrative Agent and such Issuing Bank, at any time on or after the Fourth Restatement Effective
Date and prior to the 60th day prior to the Maturity Date, and (subject to the conditions set forth in Section 4.2), such
Issuing Bank will (in all events subject to, and in accordance with, such Issuing Bank’s policies and procedures) issue the
Letters of Credit in the requested currency. Notwithstanding anything to the contrary in this Section 2.5, no Issuing Bank
shall be under any obligation to issue any Letter of Credit if (x) the issuance of such Letter of Credit would violate one or more
policies of such Issuing Bank applicable to letters of credit generally or (y) such Issuing Bank does not, as of the issuance date
of the requested Letter of Credit, issue letters of credit in the requested currency. In the event of any inconsistency between
the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement
submitted by any Requesting Borrower to, or entered into by any Requesting Borrower with, the applicable Issuing Bank relating
to any Letter of Credit, the terms and conditions of this Agreement shall control.


 


(ii)              Notwithstanding
anything to the contrary above and at the request of the Requesting Borrower, any Letter of Credit may contain a statement to
the effect that such Letter of Credit is issued for the account of Holdings, any of its Subsidiaries, or an Excluded
Subsidiary; provided that (x) notwithstanding such statement, the Requesting Borrower shall be the actual
account party for all purposes of the Loan Documents for such Letter of Credit and such statement shall not affect the
Requesting Borrower’s reimbursement obligations hereunder with respect to such Letter of Credit, or the benefit of the
guaranties provided pursuant to the Guaranties and (y) Holdings, the respective Subsidiaries or Excluded Subsidiaries,
as applicable shall deliver such documentation (including, without limitation, customary letter of credit applications and
reimbursement agreements) as may be reasonably requested by the Administrative Agent or the applicable Issuing Bank
consistent with the terms of the Loan Documents.


 






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(b)              
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit
(or the amendment, renewal or extension of an outstanding Letter of Credit), the Requesting Borrower shall hand deliver or telecopy
(or transmit by electronic communication, if arrangements for doing so have been approved by such Issuing Bank) to any Issuing
Bank and the Administrative Agent (at least five Business Days in advance of the requested date of issuance, amendment, renewal
or extension (or such shorter period as is acceptable to such Issuing Bank)) a notice requesting the issuance of a Letter of Credit,
or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal
or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph
(c) of this Section 2.5), the stated amount and currency of such Letter of Credit, the name and address of the beneficiary
thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit; provided
that the initial stated amount of each Letter of Credit shall not be less than $100,000 or such lesser amount as is acceptable
to the respective Issuing Bank. If requested by the applicable Issuing Bank, the Requesting Borrower also shall submit a letter
of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter
of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter
of Credit the applicable Requesting Borrower shall be deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the aggregate LC Exposure shall not exceed $125,000,000 (the “LC Sublimit”),
(ii) the sum of the total Revolving Credit Exposures shall not exceed the total Commitments, (iii) the Revolving Credit Exposure
of any Lender shall not exceed such Lender’s Commitment, (iv) the face amount of outstanding Letters of Credit issued by
any Issuing Bank shall not exceed such Issuing Bank’s Applicable LC Fronting Sublimit and (v) following the effectiveness
of any Maturity Date Extension Request, the LC Exposure in respect of all Letters of Credit having an expiration date after the
second Business Day prior to the Existing Maturity Date shall not exceed the total Commitments of the Consenting Lenders extended
pursuant to Section 2.21; provided that an Issuing Bank shall not issue, amend, renew or extend any Letter of Credit
(other than automatic renewals thereof pursuant to customary evergreen provisions or amendments that do not effect an extension,
or increase the stated face amount, of such Letter of Credit) if it shall have been notified by the Administrative Agent at the
written request of the Required Lenders that a Default or an Event of Default has occurred and is continuing and that, as a result,
no further Letters of Credit shall be issued by it (a “Letter of Credit Suspension Notice”); provided
that the applicable Issuing Bank shall have received such Letter of Credit Suspension Notice within a sufficient amount of time
to process internally the instructions therein contained.


 






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(c)               Expiration
Date. Each Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the
earlier of (A) the date which occurs 12 months after the date of the issuance thereof and (B) five Business Days prior to the
Maturity Date, and (y) in the case of trade Letters of Credit, on or before the earlier of (A) the date which occurs 180 days
after the date of issuance thereof and (B) 30 days prior to the Maturity Date; provided that any standby Letter of
Credit may provide for the automatic extension thereof for any number of additional periods each of up to one year in
duration (none of which, in any event, shall extend beyond the date referred to in the preceding clause (x)(B) above)
so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each
twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary
thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued.
For the avoidance of doubt, if the Maturity Date shall be extended pursuant to Section 2.21, “Maturity
Date” as referenced in this clause (c) shall refer to the Maturity Date as extended pursuant to Section 2.21; provided
that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the
contrary, the Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby,
may not be extended without the prior written consent of the applicable Issuing Bank.


 


(d)              
Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount
thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants
to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such
Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration
and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent,
for the account of such Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank
and not reimbursed by the Borrowers on the date due as provided in paragraph (e) of this Section 2.5, or of any reimbursement
payment required to be refunded to any Borrower for any reason; it being understood and agreed that (x) with respect to each LC
Disbursement denominated in dollars, such payment shall be denominated in dollars and (y) with respect to each LC Disbursement
denominated in an Alternative Currency, such payment shall be denominated in such Alternative Currency or, in the case of a Designated
LC Disbursement, in dollars. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this
paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever,
including any amendment, renewal or extension of any Letter of Credit, the occurrence and continuance of a Default, the reduction
or termination of the Commitments or any adverse change in the relevant exchange rates or the availability of the relevant Alternative
Currency to any Borrower or any Subsidiary or the relevant currency markets generally, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever.


 






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(ii)             
In determining whether to pay under any Letter of Credit, no Issuing Bank shall have any obligation other than to confirm
that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially
comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by an Issuing Bank
under or in connection with any Letter of Credit issued by it shall not create for such Issuing Bank any resulting liability to
any Borrower, any other Loan Party, any Lender or any other Person unless such action is taken or omitted to be taken with gross
negligence, bad faith or willful misconduct on the part of such Issuing Bank (as determined by a court of competent jurisdiction
in a final and non-appealable decision).


 


(e)               Reimbursement.
If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Requesting Borrower shall reimburse
such LC Disbursement by paying to the Administrative Agent at the applicable Administrative Agent’s Office an amount
equal to such LC Disbursement (x) in the case of an LC Disbursement denominated in dollars or Canadian Dollars, in such
currency not later than 5:00 p.m., New York City time, on the Business Day (the “Reimbursement
Date”) immediately following the date on which such Requesting Borrower receives notice of such LC Disbursement and
(y) in the case of an LC Disbursement denominated in Euro or Sterling, in such currency not later than 12:00 noon, New York
City time, on the Reimbursement Date; provided that in the case of an LC Disbursement denominated in an Alternative
Currency, reimbursement of such LC Disbursement shall be paid in dollars in accordance with clause (x) above if either (A)
the applicable Issuing Bank (at its option) shall have specified in its notice of such LC Disbursement to the Requesting
Borrower that such Issuing Bank will require reimbursement in dollars or (B) in the absence of any such requirement for
reimbursement in dollars, the Requesting Borrower shall have notified such Issuing Bank promptly following receipt of the
notice of such LC Disbursement that the Requesting Borrower will reimburse such Issuing Bank in dollars. In the case of any
LC Disbursement that has been designated for reimbursement in dollars in accordance with the proviso to the foregoing
sentence (a “Designated LC Disbursement”) or any LC Disbursement that is denominated in dollars, the Lead
Borrower may, at its election and subject to the conditions to borrowing set forth herein, request in accordance with Section
2.3 or Section 2.4, as applicable, that such payment be financed with a Revolving Borrowing (which Revolving
Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate) or a Swingline Loan in an
equivalent amount and, to the extent so financed, the Requesting Borrower’s obligation to make such payment shall be
discharged and replaced by the resulting Revolving Borrowing or Swingline Loan. In the case of a Designated LC
Disbursement, the applicable Issuing Bank shall notify the Requesting Borrower of the Dollar Equivalent of the amount of such
Designated LC Disbursement promptly following the determination thereof. If the Requesting Borrower fails to timely reimburse
the applicable Issuing Bank for any LC Disbursement on the applicable Reimbursement Date, the Administrative Agent shall
promptly notify each Lender of the applicable LC Disbursement, the payment then due from such Requesting Borrower in respect
thereof (expressed in dollars or, in the case of an LC Disbursement denominated in an Alternative Currency, the amount of the
Dollar Equivalent thereof) and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice,
each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Requesting
Borrower, in the same manner as provided in Section 2.6 with respect to Loans made by such Lender (and Section
2.6 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall
promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the
Administrative Agent of any payment from a Borrower pursuant to this paragraph, the Administrative Agent shall distribute
such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to
reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a
Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR
Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Requesting
Borrower of its obligation to reimburse such LC Disbursement.


 






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(f)                Obligations
Absolute. The Borrowers’ obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section
2.5 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of
this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of
any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a
Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by each Issuing Bank under a Letter of Credit against presentation of a draft
or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.5,
constitute a legal or equitable discharge of, or provide a right of setoff against, any Borrower’s Obligations
hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have
any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any
payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other
communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any
error in interpretation of technical terms or any consequence arising from causes beyond the control of any Issuing Bank; provided
that the foregoing shall not be construed to excuse any Issuing Bank from liability to any Borrower to the extent of any
direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby
waived by each Borrower to the extent permitted by applicable law) suffered by such Borrower that are caused by such Issuing
Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit
comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or
willful misconduct on the part of the applicable Issuing Bank (as determined by a court of competent jurisdiction in a final
and non-appealable decision), such Issuing Bank shall be deemed to have exercised care in each such determination. In
furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to
documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, each
Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for
further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon
such documents if such documents are not in strict compliance with the terms of such Letter of Credit.


 






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(g)              
Disbursement Procedures. The applicable Issuing Bank shall, within the period stipulated by the terms and conditions
of a Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under a
Letter of Credit issued by such Issuing Bank. After such examination, such Issuing Bank shall promptly notify the Administrative
Agent and the Requesting Borrower by telecopy or electronic mail of such demand for payment and whether such Issuing Bank has made
or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve
the Requesting Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement.


 


(h)               Interim
Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the Requesting Borrower shall reimburse such LC
Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day
from and including the date such LC Disbursement is made to but excluding the date that the Requesting Borrower
reimburses such LC Disbursement, at the Alternate Base Rate plus the Applicable Rate; provided that, if the
Requesting Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section 2.5,
then Section 2.12(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the
applicable Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph
(e) of this Section 2.5 to reimburse the applicable Issuing Bank shall be for the account of such Lender to the extent
of such payment.


 






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(i)                 Cash
Collateralization. If any Event of Default shall occur and be continuing, as soon as reasonably practicable and in any
event within one (1) Business Day after the Lead Borrower receives notice from the Administrative Agent or the
Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than
50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Lead Borrower shall
deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the
Issuing Banks and Lenders (the “LC Collateral Account”), an amount in cash equal to the Dollar Equivalent
of 103 % of the LC Exposure as of such date plus any accrued and unpaid interest thereon (all obligations to deposit
such cash collateral, “Cash Collateral Obligations”); provided that the Cash Collateral Obligations
shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice
of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i)
of Article VII. Such deposit shall be held by the Administrative Agent as Collateral for the payment and performance
of the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be
made solely in Cash Equivalents at the option and sole discretion of the Administrative Agent and at the Lead
Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments
shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each
applicable Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be
held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the
maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than
50% of the total LC Exposure), be applied to satisfy other Obligations. If the Lead Borrower is required to provide an amount
of cash collateral hereunder as a result of the occurrence of an Event of Default as set forth above or as required in the
two immediately succeeding sentences, such amount (to the extent not applied as aforesaid) shall be returned to the Lead
Borrower within three (3) Business Days after all Events of Default have been cured or waived or such LC Exposure no longer
exceeds (or no longer exceeds 103% of) the LC Sublimit or the Applicable LC Fronting Sublimit, as applicable. If the
Administrative Agent or an Issuing Bank notifies the Lead Borrower at any time that the LC Exposure at such time exceeds the
LC Sublimit, or the face amount of Letters of Credit issued by any Issuing Bank exceeds such Issuing Bank’s Applicable
LC Fronting Sublimit, other than as a result of fluctuations in currency exchange rates, then, within three (3) Business Days
after receipt of such notice, the Lead Borrower shall provide cash collateral in accordance with this clause (i) for the LC
Exposure in an amount not less than the amount of such excess. If at any time, including any Revaluation Date, solely as a
result of fluctuations in currency exchange rates, the LC Exposure at such time exceeds 103% of the LC Sublimit, or the face
amount of Letters of Credit issued by any Issuing Bank exceeds 103% of such Issuing Bank’s Applicable LC Fronting
Sublimit, then within three (3) Business Days after the receipt of such notice the Lead Borrower shall provide cash
collateral in accordance with this clause (i) for the LC Exposure in an amount not less than the amount of such excess.


 






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(j)                
Designation of Issuing Banks. The Lead Borrower may, at any time and from time to time, upon notice to the Administrative
Agent, designate as an Issuing Bank one or more Lenders that agree to serve in such capacity as provided below. The acceptance
by a Lender of an appointment as an Issuing Bank hereunder shall be evidenced by (i) the execution and delivery to the Administrative
Agent by such designated Lender on the Fourth Restatement Effective Date of a counterpart to this Agreement in its capacity as
an Issuing Bank or (ii) an agreement, which shall be in form and substance reasonably satisfactory to such Issuing Bank, executed
by each Borrower, the Administrative Agent and such designated Lender and, from and after the Fourth Restatement Effective Date
or the effective date of such agreement, as the case may be, (x) such Lender shall have all the rights and obligations of
an Issuing Bank under this Agreement and (y) references herein to the term “Issuing Bank” shall be deemed to include
such Lender in its capacity as an issuer of Letters of Credit hereunder.


 


(k)              
Termination or Resignation of an Issuing Bank. (i) The Lead Borrower may terminate the appointment of any Issuing
Bank as an “Issuing Bank” hereunder by providing a written notice thereof to such Issuing Bank, with a copy to the
Administrative Agent, which termination shall become effective upon the earliest of (x) such Issuing Bank acknowledging receipt
of such notice, (y) the 10th Business Day following the date of the delivery thereof, and (z) at any time on and after the
date that such Issuing Bank or any of its direct or indirect parent companies satisfies any provision of clause (d) of the definition
of “Defaulting Lender”, the date such notice is delivered by the Lead Borrower. At the time any such termination shall
become effective, the Borrowers shall pay all unpaid fees accrued for the account of the terminated Issuing Bank pursuant to Section 2.11(b).
Notwithstanding the effectiveness of any such termination, the terminated Issuing Bank shall remain a party hereto and shall continue
to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior
to such termination, but shall not issue any additional Letters of Credit. Without limiting the foregoing, following the delivery
by the Lead Borrower of any notice of termination in respect of any Issuing Bank (and regardless of whether such notice has become
effective), such terminated Issuing Bank shall have no obligation to issue, amend, renew or extend any Letter of Credit.


 






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(ii)              Any
Issuing Bank may, upon at least 30 days’ prior written notice to the Administrative Agent and the Lead Borrower, resign
as an Issuing Bank; provided that such resignation shall not become effective until the Lead Borrower shall
have appointed (and upon receipt by the Lead Borrower of any notice described in this Section 2.5(k)(ii), the Lead
Borrower shall be obligated to use commercially reasonable efforts to promptly appoint) a successor Issuing Bank (which may
be a Lender) reasonably acceptable to the Lead Borrower willing to accept its appointment as successor Issuing Bank.
Notwithstanding the delivery by an Issuing Bank of a notice of resignation pursuant to this Section 2.5(k)(ii),
prior to the effectiveness of such resignation such Issuing Bank shall remain obligated to have all the rights and
obligations of an Issuing Bank under this Agreement, including the obligation to issue additional Letters of Credit in
accordance with the terms of this Agreement. Upon the effectiveness of any resignation pursuant to this Section
2.5(k)(ii), (x) the resigning Issuing Bank shall remain a party hereto and shall continue to have all the rights of an
Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to the effectiveness of such
resignation, but shall not issue any additional Letters of Credit, (y) the successor Issuing Bank shall become a party to
this Agreement as an Issuing Bank and shall assume the resigning Issuing Bank’s Applicable LC Fronting Sublimit and its
obligation to issue additional Letters of Credit in accordance with the terms of this Agreement and (z) the Borrowers shall
pay all unpaid fees accrued for the account of the resigning Issuing Bank pursuant to Section 2.11(b).


 


(l)                
Existing Letters of Credit. On the Fourth Restatement Effective Date, each letter of credit issued or deemed to be
issued under the Third Amended and Restated Credit Agreement listed on Schedule 2.5(l), to the extent outstanding, shall
be automatically and without further action by the parties thereto (and without payment of any fees otherwise due upon the issuance
of a Letter of Credit) deemed converted into Letters of Credit issued pursuant to this Section 2.5 and subject to the provisions
hereof.


 


Section 2.6        
Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof
by wire transfer of Same Day Funds by 12:00 noon, New York City time, in the case of any Loan denominated in dollars, and not later
than the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency (or
in the case of (x) Mandatory Borrowings, no later than 1:00 p.m., New York City time or (y) Swingline Loans, as provided in
Section 2.4(b)) to the account of the Administrative Agent most recently designated by it for such purpose by notice to
the Lenders. The Administrative Agent will make such Loans available to the applicable Borrower (other than Revolving Loans made
pursuant to a Mandatory Borrowing) by promptly crediting the amounts so received, in like funds, to an account or accounts designated
by the Lead Borrower in the applicable Borrowing Request; provided that, if, on the date of a Borrowing of Revolving Loans
(other than a Mandatory Borrowing) denominated in dollars, there are LC Disbursements that have not yet been reimbursed by or on
behalf of the Borrowers or Swingline Loans then outstanding, then the proceeds of such Borrowing shall be applied, first,
to the payment in full of any such LC Disbursements, second, to the payment in full of any such Swingline Loans, and third,
to the applicable Borrower as otherwise provided above.


 






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(b)               Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such
Lender will not make available to the Administrative Agent such Lender’s Applicable Percentage of such Borrowing,
the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph
(a) of this Section 2.6 and may, in reliance upon such assumption, make available to the applicable Borrower a
corresponding amount. In such event, if a Lender has not in fact made its Applicable Percentage of the applicable Borrowing
available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the
date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at the
Overnight Rate. If such Borrower and such Lender shall both pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such
Borrower for such period. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such
Lender’s Loan included in such Borrowing. Any payment by any Borrower shall be without prejudice to any claim that such
Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.


 


Section 2.7        
Interest Elections. (a) Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request
(or as otherwise determined in accordance with Section 2.3). Thereafter, the Lead Borrower may, at any time and from time
to time, elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing,
may elect Interest Periods therefor, all as provided in this Section 2.7. The Lead Borrower may elect different options
with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated among the Lenders
holding the Loans comprising such Borrowing in accordance with their respective Applicable Percentages, and the Loans comprising
each such portion shall be considered a separate Borrowing. No Loan may be converted into or continued as a Loan denominated in
a different currency, but instead must be continued in the same currency or must be prepaid in the original currency of such Loan
and reborrowed in the other currency.


 


(b)              
To make an election pursuant to this Section 2.7, the Lead Borrower shall notify the Administrative Agent of such
election by telecopy or electronic mail by the time that a Borrowing Request would be required under Section 2.3 if the
Lead Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of
such election. Each such request shall be irrevocable and shall be delivered to the Administrative Agent in writing (an “Interest
Election Request”) in substantially the form of Exhibit C attached hereto and signed by the Lead Borrower.


 






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(c)              
Each Interest Election Request shall specify the following information in compliance with Section 2.2:


 


(i)                
the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to
different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to
be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);


 


(ii)             
the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


(iii)           
whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and


 


(iv)            
if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect
to such election, which shall be a period contemplated by the definition of the term “Interest Period”.


 


If any such Interest
Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the Lead Borrower shall be deemed
to have selected an Interest Period of one month’s duration.


 


(d)              
Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender’s portion of each resulting Borrowing.


 


(e)              
If the Lead Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior
to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such
Interest Period such Borrowing shall be continued as a Eurocurrency Borrowing in the same currency with an Interest Period of one
month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, (i)
no outstanding Revolving Borrowing in dollars may be converted to or continued as a Eurocurrency Borrowing, (ii) unless repaid,
each Eurocurrency Borrowing in dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto
and (iii) the Required Lenders may demand that any or all of the then outstanding Eurocurrency Loans denominated in an Alternative
Currency be prepaid, or redenominated into dollars in the amount of the Dollar Equivalent thereof, on the last day of the then
current Interest Period with respect thereto.


 


Section 2.8        
Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the
Maturity Date.


 


(b)              
The Lead Borrower may at any time terminate, or from time to time reduce, the Commitments, in each case without premium
or penalty; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000
and not less than $5,000,000 and (ii) the Lead Borrower shall not terminate or reduce the Commitments if, after giving effect to
any concurrent prepayment of the Loans in accordance with Section 2.10, the total Revolving Credit Exposures would exceed
the total Commitments.


 






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(c)              
The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph
(b) of this Section 2.8 at least three Business Days prior to the effective date of such termination or reduction, specifying
such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section 2.8 shall be irrevocable;
provided that a notice of termination of the Commitments delivered by the Lead Borrower may state that such notice is conditioned
upon the effectiveness of other credit facilities or another transaction, in which case such notice may be revoked by the Lead
Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be applied to the Lenders
in accordance with their respective Applicable Percentages.


 


Section 2.9         Repayment
of Loans; Evidence of Debt; Borrower Obligations Joint and Several; Release of the Lead Borrower. (a) Each Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the
then-unpaid principal amount of each Revolving Loan of such Lender on the Maturity Date and (ii) to the Swingline Lender the
then-unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the first date after such
Swingline Loan is made that is the 15th or last day of a calendar month and is at least two (2) Business Days
after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made to any Borrower, the
Borrowers shall repay all Swingline Loans then outstanding.


 


(b)              
Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each
Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and
paid to such Lender from time to time hereunder.


 


(c)              
The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the
Class, Type and currency thereof and the Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received
by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.


 


(d)              
The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section 2.9 shall be prima
facie evidence of the existence and amounts of the obligations recorded therein (absent manifest error); provided that
the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect
the obligation of any Borrower to repay the Loans in accordance with the terms of this Agreement.


 


(e)              
Any Lender may request that Loans made by it be evidenced by a promissory note (each such promissory note being called a
“Note” and all such promissory notes being collectively called the “Notes”). In such event,
the Borrowers shall prepare, execute and deliver to such Lender a Note payable to such Lender (or, if requested by such Lender,
to such Lender and its registered assigns) in substantially the form of Exhibit D attached hereto. Thereafter, the Loans
evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 9.4) be represented
by one or more promissory notes substantially in such form payable to the payee named therein (or to such payee and its registered
assigns).


 


(f)               
Subject to Section 9.25, the Obligations of each Borrower (including each Designated Borrower (other than each Foreign Designated
Borrower)) shall be joint and several in nature.


 


Section 2.10    
Prepayment of Loans. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing
in whole or in part, without premium or penalty (subject to the requirements of Section 2.15), subject to prior notice in
accordance with paragraph (b) of this Section 2.10.


 






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(b)               The
Lead Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the
Swingline Lender) by telecopy or electronic mail of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency
Revolving Borrowing denominated in dollars, not later than 1:00 p.m., New York City time, three Business Days before the date
of prepayment, (ii) in the case of a prepayment of a Eurocurrency Revolving Borrowing denominated in an Alternative Currency,
not later than 1:00 p.m., New York City time, three Business Days before the date of prepayment, (iii) in the case of
prepayment of an ABR Revolving Borrowing, not later than 1:00 p.m., New York City time, one Business Day before the date of
prepayment or (iv) in the case of prepayment of a Swingline Loan, not later than 3:00 p.m., New York City time, on the
date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with
a conditional notice of termination of the Commitments as contemplated by Section 2.8, then such notice of prepayment
may be revoked if such notice of termination is revoked in accordance with Section 2.8. Promptly following receipt of
any such notice relating to a Revolving Borrowing or a Swingline Borrowing, the Administrative Agent shall advise the Lenders
of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in
the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.2. Each partial prepayment
of a Swingline Borrowing shall be in an amount that would be permitted in the case of an advance of a Swingline Borrowing as
provided in Section 2.4. Each prepayment of a Revolving Borrowing or a Swingline Borrowing shall be applied ratably to
the Loans included in the prepaid Borrowing of the Lenders in accordance with their respective Applicable Percentages.
Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12 and any costs incurred as
contemplated by Section 2.15.


 


(c)              
(i) If at any time other than as a result of fluctuations in currency exchange rates, the sum of the aggregate principal
amount of all of the Revolving Credit Exposures exceeds the total Commitments, the Borrowers shall immediately repay Borrowings
or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.5(i), in an aggregate
principal amount sufficient to cause the aggregate amount of all Revolving Credit Exposures to be less than or equal to the total
Commitments.


 


(ii)             
If at any time, solely as a result of fluctuations in currency exchange rates, the sum of the aggregate principal amount
of all of the Revolving Credit Exposures exceeds 103% of the total Commitments, the Borrowers shall (x) immediately repay Borrowings
or (y) cash collateralize LC Exposure in an account with the Administrative Agent pursuant to and within the time period required
by Section 2.5(i), in the case of each of clauses (x) and (y) in an aggregate principal amount sufficient to cause the aggregate
amount of all Revolving Credit Exposure to be less than or equal to the total Commitments.


 


Section 2.11    
Fees. (a) The Lead Borrower agrees to pay to the Administrative Agent for the account of each Lender (other than
any Defaulting Lender) a commitment fee, which shall accrue at the relevant percentage set forth in the row entitled “Commitment
Fee” in the definition of “Applicable Rate” on the daily amount by which the Commitment of such Lender exceeds
the Revolving Credit Exposure (without giving effect to Swingline Loans) of such Lender during the period from and including the
Fourth Restatement Effective Date to but excluding the date on which such Commitment terminates. Accrued commitment fees shall
be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments
terminate, commencing on the first such date to occur after the Fourth Restatement Effective Date. All commitment fees shall be
payable in dollars, shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).


 






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(b)              
The Lead Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender in accordance with its Applicable
Percentage a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable
Rate used to determine the interest rate applicable to Eurocurrency Loans on the average daily amount of such Lender’s LC
Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the
Fourth Restatement Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and
the date on which such Lender ceases to have any LC Exposure and (ii) to the applicable Issuing Bank a fronting fee with respect
to each Letter of Credit issued by it, which shall accrue, commencing with the Fourth Restatement Effective Date, at a rate per
annum equal to 0.125% on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) attributable to Letters of Credit issued by the Issuing Banks during the period from and including the Fourth
Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there
ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment,
cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder.
All fees referred to in clause (ii) of the foregoing sentence shall be calculated and payable in dollars; provided that,
at the election of the applicable Issuing Bank or (solely to the extent permitted by the applicable Issuing Bank’s policies
and procedures) the Lead Borrower, in the case of a Letter of Credit denominated in an Alternative Currency such fees shall be
calculated and payable in such Alternative Currency. Unless otherwise specified above, participation fees and fronting fees accrued
through the last day of March, June, September and December of each year shall be payable on the last day of March, June, September
and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after
the Fourth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Commitments
terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees
payable to any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees
and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).


 


(c)              
The Lead Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the
times separately agreed upon between Holdings and the Administrative Agent.


 


(d)              
The Lead Borrower agrees to pay to the applicable Arranger the applicable fees agreed to between Holdings and such Arranger
in any Fee Letter or as otherwise agreed in writing between them in the manner and at the times set forth therein.


 


(e)              
All fees payable hereunder shall be paid on the dates due, in Same Day Funds, to the Administrative Agent (or to the applicable
Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the
Lenders. The amount of such fees required to be paid hereunder shall not be refundable under any circumstances.


 






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Section 2.12     Interest. (a) The Loans
comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable
Rate.


 


(b)              
The Loans comprising each Eurocurrency Borrowing shall bear interest at the Eurocurrency Rate for the Interest Period in
effect for such Borrowing plus the Applicable Rate.


 


(c)              
Notwithstanding paragraphs (a) and (b) of this Section 2.12, if any principal of or interest on any Loan or any fee
or other amount payable by any Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise,
such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue
principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of
this Section 2.12 or (ii) in the case of any other overdue amount, 2.00% plus the rate applicable to ABR Loans as
provided in paragraph (a) of this Section 2.12.


 


(d)              
Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of
Revolving Loans, upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this
Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment
of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan
prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.


 


(e)              
All interest hereunder shall be computed on the basis of a year of 360 days, except that (x) interest computed by reference
to the Alternate Base Rate at times when the Alternate Base Rate is based on the Citi Prime Rate and (y) interest in respect of
Loans denominated in Canadian Dollars or Sterling shall in each case be computed on the basis of a year of 365 days (or 366
days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last
day); provided that in the case of interest in respect of Loans denominated in Alternative Currencies as to which market
practice differs from the foregoing, interest hereunder shall be computed in accordance with such market practice. The applicable
Alternate Base Rate or Eurocurrency Rate shall be determined by the Administrative Agent in accordance with the terms hereof, and
such determination shall be conclusive absent manifest error.


 






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Section 2.13    
Alternate Rate of Interest. (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowing,
(i) the Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that adequate
and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Eurocurrency Borrowing for such Interest Period
and the circumstances described in Section 2.13(b)(i) do not apply; or (ii) the Administrative Agent is advised by the
Required Lenders that the Eurocurrency Rate for such Eurocurrency Borrowing for such Interest Period will not adequately and fairly
reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for
such Interest Period; then the Administrative Agent shall give written notice thereof to the Lead Borrower and the Lenders as
promptly as practicable thereafter and, until the Administrative Agent notifies the Lead Borrower and the Lenders that the circumstances
giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing
to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing in the Eurocurrency Rate that is unavailable because
the conditions described in clauses (a) and (b) above have been satisfied (such unavailable rate, the “Unavailable
Rate”), shall be ineffective, and (ii) if any Borrowing Request requests a Eurocurrency Borrowing with an Unavailable
Rate, (x) if such Borrowing Request is for a Borrowing in dollars or if an alternative rate of interest is not in effect pursuant
to clause (y) below, such Borrowing shall be made as an ABR Borrowing (in dollars) or (y) if such Borrowing Request
is for a Borrowing in an Alternative Currency, the Administrative Agent may, in consultation with the Lead Borrower, propose to
the Lead Borrower in writing an alternative interest rate for the affected Borrowing that, if accepted by the Lead Borrower in
a writing delivered to the Administrative Agent within one Business Day of the Lead Borrower’s receipt of such written proposal,
shall apply with respect to the affected Borrowing until (1) the Administrative Agent notifies the Lead Borrower and the Lenders
that the circumstances giving rise to the notice described above no longer exist, (2) the Administrative Agent is advised by the
Required Lenders that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders (or Lender)
of making or maintaining their Loan (or its Loans) included in the affected Borrowing or (3) any Lender determines that any law
or regulation has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its
applicable lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of
interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions
on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Lead Borrower written
notice thereof; provided that, notwithstanding the foregoing, all Eurocurrency Rates (other than any then applicable Unavailable
Rates) shall remain available for Borrowings until such rate shall be an Unavailable Rate.


 


(b)              
Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines
(which determination shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with
a copy to the Lead Borrower) that the Required Lenders have determined, that:


 


(i)                
adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for any requested Interest Period, including,
without limitation, because the Eurocurrency Rate is not available or published on a current basis and such circumstances are unlikely
to be temporary; or


 


(ii)             
the supervisor for the administrator of the Eurocurrency Rate or a Governmental Authority having jurisdiction over the Administrative
Agent has made a public statement identifying a specific date after which the Eurocurrency Rate shall permanently or indefinitely
no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability
Date”),


 






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then, after such determination
by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and
the Lead Borrower may amend this Agreement to replace the Eurocurrency Rate with an alternate benchmark rate (including any mathematical
or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market
in the United States in lieu of the Eurocurrency Rate and that gives due consideration to the then prevailing market convention
for determining a rate of interest for syndicated loans in the United States at such time (any such proposed rate, a “LIBOR
Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and, notwithstanding anything to
the contrary in Section 9.2, any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day
after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Lead Borrower without any further
action or consent of any other party to this Agreement unless, prior to such time, Lenders comprising the Required Lenders have
delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment; provided that, if
such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for purposes of
this Agreement.


 


If no LIBOR Successor
Rate has been determined and the circumstances under clause (i) above exist, the Administrative Agent will promptly notify the
Company and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Loans shall be suspended (to
the extent of the affected Eurocurrency Loans or Interest Periods). Upon receipt of such notice, the Borrowers may revoke any pending
request for a borrowing of, conversion to or continuation of Eurocurrency Loans (to the extent of the affected Eurocurrency Loans
or Interest Periods for the applicable currency) or, failing that, will be deemed to have converted such request into a request
for a borrowing of ABR Loans in the amount specified therein (to the extent applicable).


 


Section 2.14    
Increased Costs and Illegality. (a) If any Change in Law shall:


 


(i)                
impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit extended by, any Lender or any Issuing Bank (except any such
reserve requirement reflected in the Eurocurrency Rate);


 


(ii)             
impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other than
Taxes) affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein; or


 


(iii)           
subject any Recipient of any payments to be made by or on account of any obligation of any Borrower hereunder to any Taxes
on its Loans, loan principal, Letters of Credit, Commitments, or other obligations, or its deposits, reserves, other liabilities
or capital attributable thereto (other than (A) Indemnified Taxes, (B) Excluded Taxes, (C) Other Taxes, which Other Taxes, solely
for purposes of this Section 2.14(a)(iii), include any Taxes that would be Other Taxes but for the fact that they are imposed
with respect to an assignment) or (D) Connection Income Taxes;


 






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and the result of any
of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting to or
maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender,
such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount
of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient hereunder (whether of principal, interest
or otherwise), then, subject to paragraphs (c) and (d) of this Section 2.14, the Borrowers (other than any Foreign Designated
Borrower) will jointly and severally pay to such Lender, such Issuing Bank or such other Recipient, as the case may be, such additional
amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered; provided that
such amounts shall be proportionate to the amounts that such Lender or such Issuing Bank charges other borrowers or account parties
for such additional costs incurred or reductions suffered on loans or letters of credit, as the case may be, similarly situated
to the Borrowers in connection with substantially similar facilities as reasonably determined by such Lender or such Issuing Bank,
as the case may be, acting in good faith. In addition, the Borrowers will jointly and severally pay to each Lender, as long as
such Lender shall be (i) required by a central banking or financial regulatory authority with regulatory authority over such Lender
to maintain reserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits obtained
in the London or the European interbank market (currently known as “Eurocurrency liabilities”), additional interest
on the unpaid principal amount of each Eurocurrency Loan equal to the actual costs of such reserves allocable to such Loan by
such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) and (ii)
required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory
authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Loans, such additional costs
(expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual
costs of such reserves allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which
determination shall be conclusive absent manifest error, and certified to the Lead Borrower), which shall be due and payable on
each date on which interest is payable on such Loan, provided the Lead Borrower shall have received at least 15 days’
prior notice (with a copy to the Administrative Agent) of such additional costs from such Lender. If a Lender fails to give notice
15 days prior to the relevant Interest Payment Date, such additional costs shall be due and payable 15 days from receipt of such
notice.


 


(b)              
If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or
would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital
of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments
hereunder or the Loans made, or participations in Letters of Credit held, by such Lender, or the Letters of Credit issued by such
Issuing Bank, to a level below that which such Lender or such Issuing Bank, or such Lender’s or such Issuing Bank’s
holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing
Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital
adequacy), then from time to time, subject to paragraphs (c) and (d) of this Section 2.14, the Borrowers (other than any
Foreign Designated Borrower) will jointly and severally pay to such Lender or such Issuing Bank, as the case may be, such additional
amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding
company for any such reduction suffered; provided that such amounts shall be proportionate to the amounts that such Lender
or such Issuing Bank charges other borrowers or account parties for such reductions suffered on loans or letters of credit, as
the case may be, similarly situated to the Borrowers in connection with substantially similar facilities as reasonably determined
by such Lender or such Issuing Bank, as the case may be, acting in good faith.


 






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(c)              
Notwithstanding any other provision of this Agreement, but subject to Section 2.18, if any Lender shall provide written
notice to the Administrative Agent and the Lead Borrower that any Change in Law makes it unlawful, or any central bank or other
Governmental Authority asserts that it is unlawful, for such Lender or its applicable lending office to make Eurocurrency Loans
or to fund or maintain Eurocurrency Loans hereunder (i) with respect to Loans denominated in dollars (A) upon receipt of such notification,
the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Loans denominated
in dollars, (B) each Eurocurrency Loan of such Lender denominated in dollars will automatically be converted to ABR Loans
on the last day of the then current Interest Period therefor or, if earlier, on the date specified by such Lender in such notification
(which date shall be no earlier than the last day of any applicable grace period permitted by applicable law) and (C) the obligation
of such Lender to make or continue affected Eurocurrency Loans denominated in dollars or to convert Loans into Eurocurrency Loans
denominated in dollars shall be suspended until the Administrative Agent or such Lender shall notify the Lead Borrower that the
circumstances causing such suspension no longer exist and (ii) with respect to Loans denominated in an Alternative Currency, (A)
upon receipt of such notification, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation
of Eurocurrency Loans denominated in such Alternative Currency and (B) such Loans of such Lender shall be made or maintained, as
applicable, at the Canadian prime rate, in the case of Loans denominated in Canadian Dollars, or in the case of Loans denominated
in Euro or Sterling, at a rate for short term borrowings of such Alternative Currency determined in a customary manner in good
faith by the Administrative Agent in consultation with the Lead Borrower.


 


(d)              
A certificate of a Lender or an Issuing Bank setting forth in reasonable detail the amount or amounts necessary to compensate
such Lender or such Issuing Bank or its holding company, as the case may be, under this Section 2.14, including in reasonable
detail a description of the basis for such claim for compensation and a calculation of such amount or amounts, shall be delivered
to the Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or such Issuing Bank, as
the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.


 


(e)              
Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section 2.14
shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided
that no Borrower shall be required to compensate a Lender or an Issuing Bank pursuant to this Section 2.14 for any increased
costs, reductions or other amounts incurred more than 120 days prior to the date that such Lender or such Issuing Bank notifies
the Lead Borrower in writing of the Change in Law giving rise to such increased costs, reductions or amounts and of such Lender’s
or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving
rise to such increased costs, reductions or amounts is retroactive (or has retroactive effect), then the 120-day period referred
to above shall be extended to include the period of retroactive effect thereof.


 






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Section 2.15    
Break Funding Payments. In the event of (a) the payment or prepayment of any principal of any Eurocurrency Loan
other than on the last day of an Interest Period applicable thereto (whether voluntary, mandatory, automatic, by reason of acceleration,
or otherwise), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto,
(c) the failure (other than as a result of a failure of a Lender to fund a Loan required to be funded hereunder) to borrow, convert,
continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether
such notice may be revoked under Section 2.10(b) and is revoked in accordance therewith), (d) the assignment of any Eurocurrency
Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Lead Borrower pursuant
to Section 2.18 or Section 2.21 or (e) any failure by any Borrower to make payment of any Loan or LC Disbursement
(or interest due thereon) denominated in dollars or an Alternative Currency (other than a Designated LC Disbursement) on its scheduled
due date or any payment thereof in a different currency then, in any such event, the Borrowers (other than any Foreign Designated
Borrower) shall, on a joint and several basis, compensate each Lender for the loss, cost and expense attributable to such event
(including any foreign exchange losses and any loss or expense arising from the performance of any foreign exchange contract)
in accordance with the terms of this Section 2.15. In the case of a Eurocurrency Loan, such loss, cost or expense to any
Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest
which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would
have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period
therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period
for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate
which such Lender would bid were it to bid, at the commencement of such period, for deposits of a comparable currency, amount
and period from other banks in the Eurocurrency market. A certificate of any Lender setting forth in reasonable detail any amount
or amounts that such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Lead Borrower
and shall be conclusive absent manifest error. The Lead Borrower shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.


 


Section 2.16    
Taxes. (a)For purposes of this Section 2.16, the term “applicable law” includes FATCA and
the term “Lender” includes an Issuing Bank.


 


(b)              
Any and all payments by or on account of any obligation of any Loan Party hereunder shall be made free and clear of and
without deduction or withholding for any Taxes, except as required by law. If any applicable law (as determined in the good faith
discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding
Agent, then the applicable Withholding Agent shall make such deduction or withholding and timely pay the full amount deducted or
withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then
the sum payable by the applicable Loan Party shall be increased as necessary so that after making such deduction or withholding
(including such deductions and withholdings applicable to additional sums payable under this Section 2.16) the Administrative
Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deduction or withholding
been made.


 






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(c)              
In addition, each Loan Party shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable
law or at the option of the Administrative Agent shall timely reimburse it for the payment of any Other Taxes.


 


(d)              
Each Loan Party shall indemnify the Administrative Agent and each Lender, within 10 days after demand therefor, for the
full amount of any Indemnified Taxes or Other Taxes payable or paid by the Administrative Agent or such Lender, as the case may
be, on or with respect to any payment by or on account of any obligation of such Loan Party hereunder (including Indemnified Taxes
or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.16) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability
delivered to the Lead Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own
behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


(e)              
As soon as practicable after any payment of Taxes referred to in Section 2.16(b) or (c) by any Loan Party
to a Governmental Authority, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt
issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.


 


(f)               
This Section 2.16(f) shall not apply with respect to any UK Loan, to which the provisions of Section 2.16(g)
shall apply instead. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments
made under any Loan Document shall deliver to the Lead Borrower and the Administrative Agent, at the time or times reasonably requested
by the Lead Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the
Lead Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.
In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or
the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
Notwithstanding anything to the contrary in the preceding sentences, the completion, execution and submission of such documentation
(other than such documentation set forth in Section 2.16(f)(ii) and (h)) 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, any Foreign Lender, if it is legally entitled to do so, shall deliver
to the Lead Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior
to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable
request of the Lead Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever
of the following is applicable:


 






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(A)            
executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E claiming eligibility for benefits of an income tax treaty to
which the United States of America is a party;


 


(B)             
executed originals of IRS Form W-8ECI;


 


(C)             
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 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A)
of the Code, (B) a “10 percent shareholder” of any Borrower within the meaning of section 881(c)(3)(B) of the
Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) executed
originals of IRS Form W-8BEN or IRS Form W-8BEN-E; or


 


(D)            
to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form
W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a portfolio interest certificate in compliance with Section 2.16(f)(ii)(C)(x),
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 certificate in compliance with Section 2.16(f)(ii)(C)(x) on behalf of such direct or indirect
partner or partners.


 


(E)             
any Foreign Lender shall, to the extent legally entitled to do so, deliver to the Lead Borrower and the Administrative Agent,
following reasonable request, any other form prescribed by applicable law as the basis for claiming an exemption from or a reduction
in withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit
the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.


 


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


 


Each Lender further 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 Lead Borrower and the Administrative Agent in writing of its legal inability
to do so.


 


(g)              
The provisions of this Section 2.16(g) shall apply with respect to any UK Tax Deduction.


 






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(i)                
Each Loan Party shall promptly upon becoming aware that it must make a UK Tax Deduction (or that there is any change in
the rate or the basis of a UK Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify
the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives
such notification from a Lender it shall promptly notify the relevant Loan Party.


 


(ii)             
A payment shall not be increased under Section 2.16(b) by reason of a UK Tax Deduction in respect of a UK Loan if
on the date on which the payment falls due:


 


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


 


(B)             
the relevant Lender is a UK Qualifying Lender solely by virtue of category (B) of the definition of UK 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 Loan Party making the payment a certified
copy of that Direction; and (b) the payment could have been made to the Lender without any UK Tax Deduction if that Direction had
not been made; or


 


(C)             
the relevant Lender is a UK Qualifying Lender solely by virtue of category (B) of the definition of UK Qualifying Lender
and: (a) the relevant Lender has not given a UK Tax Confirmation to the UK Borrower; and (b) the payment could have been made to
the Lender without any UK Tax Deduction if the Lender had given a UK Tax Confirmation to the UK Borrower, on the basis that the
UK Tax Confirmation would have enabled the UK Borrower to have formed a reasonable belief that the payment was an “excepted
payment” for the purpose of section 930 of the ITA; or


 


(D)            
the relevant Lender is a UK Treaty Lender and the UK Borrower is able to demonstrate that the payment could have been made
to the Lender without the UK Tax Deduction had that Lender complied with its obligations under Section 2.16(g)(v) and Section
2.16(g)(vi).


 


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


 


(iv)            
Without limiting the generality of Section 2.16(e), within thirty days of making either a UK Tax Deduction or any
payment required in connection with that UK Tax Deduction, the Loan Party making that UK Tax Deduction shall deliver to the Administrative
Agent for the Lender entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory
to that Lender that the UK Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing
authority.


 






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(A)            
Subject to Section 2.16(g)(v)(B) below, a UK Treaty Lender and each UK Borrower which makes a payment in respect
of any Loan to which that UK Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for
that UK Borrower to obtain authorization to make that payment without a UK Tax Deduction;


 


(B)             
A UK Treaty Lender which (i) is a Lender on the date of this Agreement that holds a passport under the HM Revenue &
Customs 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 Schedule 2.16(g); and (ii) becomes a party after the date
of this Agreement that holds a passport under the HM Revenue & Customs 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 Assignment and
Assumption pursuant to which it becomes a party, and, having done so, that Lender shall be under no obligation pursuant to Section
2.16(g)(v)(A) above.


 


(v)              
If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with Section
2.16(g)(v)(B) and:


 


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


 


(B)             
the UK Borrower making a payment to that Lender has made a UK Borrower DTTP Filing in respect of that Lender but (i) that
UK Borrower DTTP Filing has been rejected by HM Revenue & Customs, or (ii) HM Revenue & Customs has not given the UK Borrower
authority to make payments to that Lender without a UK Tax Deduction within 30 Business Days of the date of the UK Borrower DTTP
Filing,


 


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


 


(vi)            
If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with Section
2.16(g)(v)(B), no UK Borrower shall make a UK Borrower DTTP Filing or file any other form relating to the HM Revenue &
Customs DT Treaty Passport scheme in respect of that Lender’s participation in any Loan unless the Lender otherwise agrees.


 


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


 






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(viii)       
Each UK Non-Bank Lender (i) which is a Lender on the date of this Agreement gives a UK Tax Confirmation to the relevant
Loan Party by entering into this Agreement, and (ii) shall promptly notify the Administrative Agent if there is any change in the
position from that set out in the UK Tax Confirmation.


 


(ix)            
Each Lender which becomes a Lender after the date of this Agreement shall indicate, in the Assignment and Assumption which
it executes on becoming a party, and for the benefit of the Administrative Agent and without liability to any Loan Party, which
of the following categories it falls in:


 


(A)            
not a UK Qualifying Lender;


 


(B)             
a UK Qualifying Lender (other than a UK Treaty Lender); or


 


(C)             
a UK Treaty Lender,


 


and if such
a Lender fails to indicate its status in accordance with this Section 2.16(g)(x) then such Lender shall be treated for the
purposes of this Section 2.16(g) (including by each Loan Party) as if it is not a UK Qualifying Lender until such time as
it notifies the Administrative Agent which category applies (and the Administrative Agent, upon receipt of such notification, shall
inform each UK Borrower). For the avoidance of doubt, an Assignment and Assumption shall not be invalidated by any failure of a
Lender to comply with this Section 2.16(g)(x).


 


(h)              
If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA
if such Lender fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b)
or 1472(b) of the Code, as applicable), such Lender shall deliver to the Lead Borrower and the Administrative Agent at the time
or times prescribed by law and at such time or times reasonably requested by the Lead Borrower or the Administrative Agent such
documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional
documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative
Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such applicable reporting
requirements or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.16(h),
“FATCA” shall include any amendments made to FATCA after the Fourth Restatement Effective Date.


 


(i)                
Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified
Taxes attributable to such Lender (but only to the extent that the Borrowers have not already indemnified the Administrative Agent
for such Indemnified Taxes and without limiting the obligation of any Borrower to do so), (ii) any Taxes attributable to such Lender’s
failure to comply with the provisions of Section 9.4(c)(ii) relating to the maintenance of a Participant Register and (iii)
any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection
with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority.


 






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A certificate as to the amount of such
payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender
hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any
Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the
Administrative Agent under this Section 2.16(i).


 


(j)                
VAT.


 


(i)                
All amounts expressed to be payable under a Loan Document by any party to a Recipient which (in whole or in part) constitute
the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply and,
accordingly, subject to Section 2.16(j)(ii)(B) below, if VAT is or becomes chargeable on any supply made by any Recipient
to any party under a Loan Document and such Recipient is required to account to the relevant tax authority for the VAT, that party
must pay to such Recipient (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 Recipient must promptly provide an appropriate VAT invoice to that party).


 


(ii)             
If VAT is or becomes chargeable on any supply made by any Recipient (the “Supplier”) to any other Recipient
(the “Other Recipient”) under a Loan Document, and any party other than the Other Recipient (the “Relevant
Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to
the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):


 


(A)            
(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 Other
Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment
the Other Recipient receives from the relevant tax authority which the Other Recipient reasonably determines relates to the VAT
chargeable on that supply; and


 


(B)             
(where the Other Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party
must promptly, following demand from the Other Recipient, pay to the Other Recipient an amount equal to the VAT chargeable on that
supply but only to the extent that the Other Recipient reasonably determines that it is not entitled to credit or repayment from
the relevant tax authority in respect of that VAT.


 


(iii)           
Where a Loan Document requires any party to reimburse or indemnify a Recipient for any cost or expense, that party shall
reimburse or indemnify (as the case may be) such Recipient for the full amount of such cost or expense, including such part thereof
as represents VAT, save to the extent that such Recipient reasonably determines that it is entitled to credit or repayment in respect
of such VAT from the relevant tax authority.


 






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(iv)            
Any reference in this Section 2.16(j) 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)).


 


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


 


(k)              
If any Lender or the Administrative Agent determines, in its sole discretion exercised in good faith, that it has received
a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.16 (including by the payment of additional
amounts pursuant to this Section 2.16), it shall pay to the indemnifying party an amount equal to such refund (but only
to the extent of indemnity payments made under this Section 2.16 with respect to the Taxes giving rise to such refund),
net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid
by the relevant Governmental Authority with respect to such refund); provided, that (w) any Lender or the Administrative Agent
may determine, in its sole discretion consistent with the policies of such Lender or the Administrative Agent, whether to seek
a refund for any Taxes; (x) any Taxes that are imposed on a Lender or the Administrative Agent as a result of a disallowance or
reduction of any Tax refund with respect to which such Lender or the Administrative Agent has made a payment to the indemnifying
party pursuant to this Section 2.16 shall be treated as an Indemnified Tax for which the indemnifying party is obligated
to indemnify such Lender or the Administrative Agent pursuant to this Section 2.16 without any exclusions or defenses; (y)
nothing in this Section 2.16 shall require the Lender or the Administrative Agent to disclose any confidential information
to a Loan Party (including, without limitation, its tax returns or their calculations); and (z) neither any Lender nor the Administrative
Agent shall be required to pay any amounts pursuant to this Section 2.16 for so long as a Default or Event of Default exists.
Notwithstanding anything to the contrary in this Section 2.16(k), the indemnified party shall be required to pay only such
amount to an indemnifying party pursuant to this Section 2.16(k) the payment of which would place the indemnified party
in no better and no worse position taking account of its Tax liabilities than the indemnified party would have been in if the Tax
subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification
payments or additional amounts with respect to such Tax had never been paid.


 






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Section 2.17    
Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) Except as provided in Section 2.5(e),
each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal,
interest or fees, reimbursements of LC Disbursements, Cash Collateral Obligations or of amounts payable under Section 2.14,
Section 2.15 or Section 2.16, or otherwise) prior to (x) in the case of payments required to be made in dollars
or Canadian Dollars, 12:00 noon, New York City time, and (y) in the case of payments required to be made in Euro or Sterling,
8:00 a.m., New York City time, in each case on the date when due, in Same Day Funds, without set off or counterclaim. Each Borrower
shall make each reimbursement of LC Disbursements required to be made by it prior to the time for such payments set forth in Section
2.5(e). Any amounts received after the time set forth above or in Section 2.5(e), as applicable, on any date may, in
the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the Administrative Agent for the account of the applicable Lenders
at the applicable Administrative Agent’s Office and except that payments to the Swingline Lender, payments to an Issuing
Bank as expressly provided herein, and payments pursuant to Section 2.14, Section 2.15 Section 2.16 and Section
9.3, in each case shall be made directly to the Persons entitled thereto. If, for any reason, any Borrower is prohibited by
any law or regulation from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment
in dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent shall distribute any
such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.
If any payment or performance hereunder shall be due on a day that is not a Business Day, the date for payment or performance
shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall
be payable for the period of such extension. All payments hereunder shall be made in dollars unless otherwise specified or permitted
herein or in any other Loan Document.


 


(b)              
If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of
principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards
payment of interest and fees then due from the Borrowers hereunder, ratably among the parties entitled thereto in accordance with
the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed
LC Disbursements then due from the Borrowers hereunder, ratably among the parties entitled thereto in accordance with the amounts
of principal and unreimbursed LC Disbursements then due to such parties.


 


(c)              
If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any
principal of or interest on any of its Revolving Loans or participations in Swingline Loans or participations in LC Disbursements
resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations
in Swingline Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other
Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving
Loans or participations in Swingline Loans and LC Disbursements, as applicable, of other Lenders to the extent necessary so that
the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of
and accrued interest on their respective Revolving Loans or participations in Swingline Loans and LC Disbursements; provided
that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered,
such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii)
the provisions of this paragraph shall not be construed to apply to any payment made by any Borrower pursuant to and in accordance
with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender)
or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving
Loans or participations in Swingline Loans and LC Disbursements to any assignee or participant, other than to any Borrower or
any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the
foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender or any Issuing Bank acquiring
a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with
respect to such participation as fully as if such Lender or such Issuing Bank were a direct creditor of such Borrower in the amount
of such participation.


 






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


 


(e)              
If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.4(c), 2.5(d)
or (e), 2.6 or paragraph (d) of this Section 2.17, then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender
to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.


 


Section 2.18    
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under, or any Lender ceases
to make, fund, or maintain Eurocurrency Loans, or to convert Loans into Eurocurrency Loans, as a result of any condition described
in, Section 2.14, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority
for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different
lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.14 or Section 2.16, as the case may be, in the future, (ii) would permit such
Lender to continue to make, fund and maintain Eurocurrency Loans and to convert Loans into Eurocurrency Loans, and (iii) would
not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Each Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 






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(b)              
If (i) any Lender requests compensation under Section 2.14 or submits a notification of illegality under Section
2.14(c), (ii) any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 2.16, (iii) any Lender is a Defaulting Lender or a Non-Consenting Lender or (iv) any
Lender is a Declining Lender under Section 2.21, then the Lead Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in Section 9.4), all its interests, rights (other than its existing rights
to payments pursuant to Section 2.14 or Section 2.16) and obligations under this Agreement and the other Loan Documents
to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment);
provided that (i) the Lead Borrower shall have received the prior written consent of the Administrative Agent, the
Swingline Lender and the applicable Issuing Banks, which consents shall not unreasonably be withheld or delayed, (ii) such Lender
shall have received payment of an amount equal to the outstanding principal of its Loans, participations in Swingline Loans and
LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan
Documents, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in
the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section
2.14 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation
or payments, (iv) such assignment does not conflict with applicable law, (v) in the case of any assignment resulting from a Lender
becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment,
waiver or consent and (y) the Lead Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting
Lenders relating to the applicable amendment, waiver or consent and (vi) in the case of any assignment in respect of a Lender
where such Lender (or any Affiliate thereof) is an Issuing Bank, the Lead Borrower shall, substantially simultaneously with such
assignment and transfer, terminate such Lender (or, at the request of any such Affiliate, such Affiliate) as an Issuing Bank in
accordance with Section 2.5(k). A Lender shall not be required to make any such assignment or delegation if, prior thereto,
as a result of a waiver by such Lender or otherwise, the circumstances entitling the Lead Borrower to require such assignment
and delegation cease to apply. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected
pursuant to an Assignment and Assumption executed by the Lead Borrower, the Administrative Agent and the assignee, and the Lender
required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed
to have consented to be bound by the terms thereof; provided that, following the effectiveness of any such assignment,
the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably
requested by the applicable Lender, provided further that any such documents shall be without recourse to or warranty by
the parties thereto.


 


Section 2.19    
Revolver Increases. (a) The Lead Borrower may, from time to time after the Fourth Restatement Effective Date, by
notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by a minimum amount equal
to $25,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”), to be
effective as of a date (the “Increase Date”) as specified in the related notice to the Administrative Agent;
provided that (i) no Default or Event of Default shall have occurred and be continuing as of the applicable Increase
Date, or shall occur as a result thereof and (ii) at no time shall the total aggregate amount of Commitment Increases hereunder,
when added to the aggregate amount of Incremental Facilities established pursuant to Section 2.20 below, exceed $250,000,000.


 






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(b)              
The Administrative Agent shall promptly notify the Lenders and each Issuing Bank of a request by the Lead Borrower for
a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed
Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase
in the amount of their respective Commitments (the “Commitment Date”). In addition, the Lead Borrower may notify
Eligible Assignees (with a copy to the Administrative Agent) of a request by the Lead Borrower for a Commitment Increase and request
that such Eligible Assignee participate in such Commitment Increase on the terms in this Agreement. Each Lender and Eligible Assignee
that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give
written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase
its Commitment. If the Lenders and the Eligible Assignees notify the Administrative Agent that they are willing to increase the
amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the
requested Commitment Increase shall be allocated among the Lenders and the Eligible Assignees willing to participate therein in
such amounts as are agreed between the Lead Borrower and the Administrative Agent. The failure of any Lender and any Eligible
Assignee to respond by the Commitment Date shall be deemed to be a refusal of such Lender to increase its Commitment.


 


(c)              
Promptly following each Commitment Date, the Administrative Agent shall notify the Lead Borrower as to the amount, if any,
by which the Lenders and Eligible Assignees are willing to participate in the requested Commitment Increase. Any Eligible Assignee
participating in a Commitment Increase shall be reasonably acceptable to the Administrative Agent, the Issuing Banks and the Swingline
Lender; provided, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral
multiple of $1,000,000 in excess thereof.


 


(d)              
On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in
accordance with Section 2.19(c) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender
party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase
shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the second last sentence of Section
2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or
before such Increase Date the following, each dated such date:


 


(i)                
a joinder agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to such Assuming Lender,
the Lead Borrower and the Administrative Agent, duly executed by the Administrative Agent, the Swingline Lender and each Issuing
Bank (in the case of each of the foregoing, not to be unreasonably withheld or delayed), such Assuming Lender, and each Borrower;
and


 


(ii)             
confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory
to the Lead Borrower and the Administrative Agent.


 






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(e)              
On each Increase Date, upon fulfillment of the conditions set forth in this Section 2.19, in the event any Loans
are then outstanding, (i) each relevant Increasing Lender and Assuming Lender shall make available to the Administrative Agent
such amounts in Same Day Funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required,
and the Administrative Agent shall make such adjustments with respect to the Swingline Exposure and LC Exposure of the Lenders
and the Assuming Lenders, in order to cause, after giving effect to the applicable Commitment Increase and the application of
such amounts to make payments to such other Lenders (including any assignments), the Revolving Credit Exposure to be held ratably
by all Lenders as of such date in accordance with their respective Applicable Percentages (after giving effect to the Commitment
Increase), (ii) Borrowers shall be deemed to have prepaid and reborrowed all outstanding Loans made to it as of such Increase
Date (with each such borrowing to consist of Loans, with related Interest Periods if applicable, specified in a notice delivered
by the Lead Borrower in accordance with the requirements of Section 2.2) and (iii) the Borrowers shall pay to the Lenders
the amounts, if any, payable under Section 2.15 as a result of such prepayment.


 


(f)               
This Section shall supersede any provisions in Section 2.17 or Section 9.2 to the contrary.


 


(g)              
The occurrence of each Increase Date shall require and shall be deemed to be a representation and warranty by each Borrower
on such Increase Date that the conditions set forth in this Section 2.19 to such Commitment Increase and in Section 4.2
have been satisfied on such Increase Date.


 


Section 2.20    
Incremental Facilities. (a) The Lead Borrower may, from time to time after the Fourth Restatement Effective Date,
by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders),
request one or more tranches of term loans hereunder (collectively, the “Incremental Term Loans”) or one or
more additional tranches of revolving commitments hereunder (collectively, the “Incremental Revolving Commitments”
and, together with any Incremental Term Loans, the “Incremental Facilities”); provided that (i) the aggregate
amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant to this Section
2.20 and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000, (ii)
the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect
at the time such Incremental Facilities are entered into, (iii) such tranche of Incremental Facilities shall rank pari passu
in right of payment with the Revolving Loans, (iv) such Incremental Facilities shall not be, and shall not be permitted to be,
guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation
governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and
remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders
or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the
Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the
latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents
for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower
and without the consent of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities
shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies.


 






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(b)              
Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested
amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made
by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time
being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities
at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment,
restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate,
the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and the Administrative Agent, in each case without
the consent of any other Person. The Incremental Amendment may effect such amendments to this Agreement and the other Loan Documents
as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the
provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent
prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title
endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative
Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness
of any Incremental Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in
the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably
withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender
and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment
on the part of any Lender to provide Incremental Facilities, at any time.


 


(c)              
The entry into any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty
by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section
2.20 and in Section 4.2 to the establishment of Incremental Facilities have been satisfied as of such date.


 


Section 2.21    
Extension of Maturity Date. (a) The Lead Borrower may, by delivery of a Maturity Date Extension Request to the Administrative
Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than 30 days prior to the then-existing maturity
date for Commitments hereunder (the “Existing Maturity Date”), request that the Lenders extend the Existing
Maturity Date in accordance with this Section 2.21; provided that the Lead Borrower may not make more than two Maturity
Date Extension Requests following the Fourth Restatement Effective Date. Each Maturity Date Extension Request shall (i) specify
the date to which the Maturity Date is sought to be extended; provided that such date is no more than one calendar year
from the then scheduled Maturity Date, (ii) specify the changes, if any, to the Applicable Rate to be applied in determining the
interest payable on Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion
of their Commitments (and related Loans) extended to such new Maturity Date and the time as of which such changes will become
effective (which may be prior to the Existing Maturity Date), and (iii) specify any other amendments or modifications to
this Agreement to be effected in connection with such Maturity Date Extension Request, provided that no such changes or
modifications requiring approvals pursuant to Section 9.2(b) shall become effective prior to the then-existing Maturity
Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered
by the Lead Borrower, each Lender shall have the right (but not the obligation) to agree to the extension of the Existing Maturity
Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing
to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not
agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written
notice thereof, specifying the maximum amount of the Commitment of such Lender with respect to which such Lender agrees to the
extension of the Maturity Date, delivered to the Lead Borrower (with a copy to the Administrative Agent) not later than a day
to be agreed upon by the Lead Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request
shall have been delivered by the Lead Borrower (it being understood that any Lender that shall have failed to exercise such right
as set forth above by such date shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its
then-existing Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion
and a Declining Lender in respect of the remaining portion of its Commitment. If Consenting Lenders shall have agreed to such
Maturity Date Extension Request in respect of Commitments held by them, then, subject to paragraph (d) of this Section 2.21,
on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective
Date”), (i) the Existing Maturity Date of the applicable Commitments shall, as to the Consenting Lenders, be extended
to such date as shall be specified therein, (ii) the terms and conditions of the Commitments of the Consenting Lenders (including
interest and fees (including Letter of Credit fees) payable in respect thereof), shall be modified as set forth in the Maturity
Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request
shall (subject to any required approvals pursuant to Section 9.2(b) (including those of the Required Lenders having been obtained,
if applicable), except that any such other modifications and amendments that do not take effect until the Existing Maturity Date
shall not require the consent of any Lender other than the Consenting Lenders) become effective.


 






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(b)              
Notwithstanding the foregoing, the Lead Borrower shall have the right, in accordance with the provisions of Sections
2.18 and 9.4, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt,
only in respect of that portion of such Lender’s Commitments subject to a Maturity Date Extension Request that it has not
agreed to extend) with a Lender or any Eligible Assignee that will agree to such Maturity Date Extension Request, and any such
replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment assigned to and assumed by
it on and after the effective time of such replacement.


 


(c)              
If a Maturity Date Extension Request has become effective hereunder:


 


(i)                
not later than the second (2nd) Business Day prior to the Existing Maturity Date, the Borrowers shall make prepayments
of Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.10, such
that, after giving effect to such prepayments and such provision of cash collateral, the aggregate Revolving Credit Exposures
outstanding as of such date will not exceed the aggregate Commitments of the Consenting Lenders extended pursuant to this Section
2.21 (and no Borrower shall be permitted thereafter to request any Loan or any issuance, amendment, renewal or extension of
a Letter of Credit if, after giving effect thereto, the aggregate Revolving Credit Exposures outstanding would exceed the aggregate
amount of the Commitments so extended); and


 






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(ii)             
on the Existing Maturity Date, the Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred
as provided in paragraph (b) of this Section 2.21, terminate, and the Borrowers shall repay all the Revolving Loans of each
Declining Lender, to the extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together
with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder (accordingly, the Commitment
of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered
by such Lender pursuant to paragraph (a) of this Section 2.21 and to the extent not assumed, assigned or transferred as
provided in paragraph (b) of this Section 2.21, be permanently reduced by the amount of such excess, and, to the extent
not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, the Borrowers shall prepay the proportionate
part of the outstanding Revolving Loans and participations in LC Disbursements of such Consenting Lender, in each case together
with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in
respect thereof on or prior to the Existing Maturity Date), it being understood that such repayments may be funded with the proceeds
of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings
shall be made ratably by the Consenting Lenders in accordance with their extended Commitments.


 


(d)              
The occurrence of each Extension Effective Date shall be deemed to constitute a representation and warranty by each Borrower
on such Extension Effective Date that the conditions set forth in Section 4.2 have been satisfied on such Extension Effective
Date.


 


(e)              
Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity
Date in accordance with the express terms of this Section 2.21, or any amendment or modification of the terms and conditions
of the Commitments and Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence
of Section 2.8(c) or Section 2.17(c) or any other provision of this Agreement requiring the ratable reduction of
Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section
9.2(b).


 


(f)       Without
the consent of any other Person, the Lead Borrower, the Administrative Agent and the Consenting Lenders (and, to the extent required
pursuant to the proviso of Section 2.5(c), the applicable Issuing Banks) may enter into an amendment to this Agreement
to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective
in accordance with the provisions of this Section 2.21.


 


Section 2.22    
Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a
Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable
law:


 






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(a)              
fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.11(a);


 


(b)              
the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the
Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including
any consent to any amendment, waiver or other modification pursuant to Section 9.2); provided, that any amendment,
waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, if such Defaulting Lender
is an affected Lender, except as otherwise provided in Section 9.2, require the consent of such Defaulting Lender in accordance
with the terms hereof;


 


(c)              
if any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then:


 


(i)                
all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated (effective as of
the date such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in accordance with their respective Applicable
Percentages (for the purposes of such reallocation, such Defaulting Lender’s Commitment shall be disregarded in determining
the Non-Defaulting Lenders’ respective Applicable Percentages) but only to the extent (x) the sum of all Non-Defaulting Lenders’
Revolving Credit Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of
all Non-Defaulting Lenders’ Commitments and (y) after giving effect to any such reallocation, each Non-Defaulting Lender’s
Revolving Credit Exposure does not exceed such Non-Defaulting Lender’s Commitment. Subject to Section 9.22, no reallocation
hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that
Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s
increased exposure following such reallocation.


 


(ii)             
if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within
three (3) Business Days following written notice to the Lead Borrower by the Administrative Agent (x) first, prepay such Swingline
Exposure that has not been reallocated and (y) second, cash collateralize for the benefit of the applicable Issuing Banks only
the Borrowers’ Obligations corresponding to such Defaulting Lender’s LC Exposure that has not been reallocated (after
giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section
2.5(i) for so long as such LC Exposure is outstanding;


 


(iii)           
if the Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above,
the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.11(b) with respect to
such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;


 






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(iv)            
if the LC Exposure of the Non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the
Lenders pursuant to Section 2.11(a) and Section 2.11(b) shall be adjusted to give effect to such reallocation; and


 


(v)              
if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant
to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder,
all Letter of Credit fees that otherwise would have been payable to such Defaulting Lender under Section 2.11(b) with respect
to such Defaulting Lender’s unreallocated LC Exposure shall be payable to the applicable Issuing Banks ratably based on the
portion of such LC Exposure attributable to Letters of Credit issued by such Issuing Bank, until and to the extent that such LC
Exposure is reallocated and/or cash collateralized pursuant to clause (i) or (ii) above; and


 


(d)              
so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and
no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure
and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the Non-Defaulting Lenders
and/or cash collateral will be provided by the Lead Borrower in accordance with this Section 2.22, and participating interests
in any such newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among Non-Defaulting
Lenders in a manner consistent with this Section 2.22 (and such Defaulting Lender shall not participate therein).


 


In the event that (x)
a direct or indirect parent company of a Lender becomes the subject of a proceeding under any Debtor Relief Law following the Fourth
Restatement Effective Date and for so long as such proceeding under any Debtor Relief Law shall continue or (y) the Swingline Lender
or any Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other
agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan,
and such Issuing Bank shall not be required to issue, amend, renew or extend any Letter of Credit, unless the Swingline Lender
or such Issuing Bank, as the case may be, shall have entered into arrangements with the Borrowers or such Lender satisfactory to
the Swingline Lender or such Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.


 


In the event that each
of the Administrative Agent, the Lead Borrower, the Swingline Lender and each Issuing Bank agrees that a Defaulting Lender has
adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure
of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall
purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine
may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage; provided that
no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of any Borrower while that
Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected
parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder
arising from that Lender having been a Defaulting Lender.


 






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Section 2.23    
Designated Borrowers;
Appointment of Lead Borrower as Agent.


 


(a)              
The Lead Borrower may at any time, upon not less than 15 Business Days’ prior written notice from the Lead Borrower
to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) designate
any Wholly-Owned Subsidiary of the Lead Borrower that is organized in a Designated Borrower Jurisdiction (each such Subsidiary,
an “Applicant Borrower”) as a Borrower hereunder (each such Subsidiary, a “Designated Borrower”)
by delivering to the Administrative Agent (which shall promptly deliver a copy thereof to each Lender) a duly executed notice and
agreement in substantially the form of Exhibit H (or such other form as the Administrative Agent may reasonably agree)
(a “Designated Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that the
effectiveness of each such designation, and the ability of each Applicant Borrower to utilize the credit facilities provided for
herein and to accede to the rights of a Borrower under the Loan Documents, shall be subject to satisfaction (or waiver in accordance
with Section 9.2) of the conditions precedent set forth in Section 4.4. The Administrative Agent shall promptly notify
each Lender of the effectiveness of any designation of a Designated Borrower pursuant to this Section 2.23.


 


(b)              
Each Subsidiary of the Lead Borrower that becomes a “Designated Borrower” pursuant to this Section 2.23
hereby irrevocably appoints the Lead Borrower as its agent for all purposes relevant to this Agreement and each of the other Loan
Documents, including, without limitation, (i) the giving and receipt of notices, (ii) the execution and delivery of all
documents, instruments and certificates contemplated herein and all modifications hereto and thereto, and (iii) the receipt
of the proceeds of any Loans made by the Lenders to any such Borrower hereunder. The Lead Borrower hereby accepts such appointment.
Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given
or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Lead Borrower,
whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or
other communication delivered to the Lead Borrower in accordance with the terms of this Agreement shall be deemed to have been
delivered to each Borrower.


 


(c)              
The Lead Borrower may from time to time, upon not less than 15 Business Days’ prior written notice from the Lead Borrower
to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate
a Designated Borrower’s status as such, provided that either (x) there are no outstanding Loans payable by such Designated
Borrower, or other amounts payable by such Designated Borrower on account of any Loans made directly to such Designated Borrower,
as of the effective date of such termination or (y) each other Borrower hereunder agrees, as of the effective date of such termination,
to cause one or more of such other Borrowers to assume, pursuant to documentation reasonably satisfactory to the Administrative
Agent, the outstanding Loans payable by such Designated Borrower and any other amounts payable by such Designated Borrower on account
of any Loans made to such Designated Borrower, in the case of clauses (x) and (y), without regard to the Guaranty or any other
joint and several obligation of such Designated Borrower to repay any Loans made to any other Borrower. The Administrative Agent
will promptly notify the Lenders of any such termination of a Designated Borrower’s status.


 






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ARTICLE III


 


Representations and Warranties


 


Each of Holdings, the
Lead Borrower and the Designated Borrowers (on and after each applicable Designated Borrowing Date) represents and warrants to
the Lenders and each Issuing Bank that:


 


Section 3.1        
Organization; Powers. Each Loan Party and each of Holdings’ Wholly-Owned Subsidiaries that is not an Immaterial
Subsidiary is duly organized, validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing
under the laws of the jurisdiction of its organization, has all requisite corporate or other organizational 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 in (to the extent the
concept is applicable in such jurisdiction), every jurisdiction where such qualification is required.


 


Section 3.2        
Authorization; Enforceability. The execution, delivery and performance by each Loan Party of the Loan Documents to
which such Loan Party is a party are within such Loan Party’s corporate or other organizational powers and have been duly
authorized by all necessary corporate or other organizational and, if required, equity holder action. Each such Loan Party has
duly executed and delivered each of the Loan Documents to which it is party, and each of such Loan Documents constitutes its legal,
valid and binding obligation, enforceable in accordance with its terms, subject to (x) applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law, and (y) the need for filings and registrations necessary to perfect the
Liens on the Collateral, if any, granted by the Loan Parties in favor of the Secured Parties.


 


Section 3.3         Governmental
Approvals; No Conflicts. Neither (a) the execution, delivery and performance by the Loan Parties of the Loan Documents,
nor (b) so long as the Collateral and Guarantee Release Date has not occurred, (x) the grant by any Loan Party of the Liens
granted by it pursuant to the Collateral Documents, and (y) the perfection of the Liens created under the
Collateral Documents: (i) requires any consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except (A) such as have been obtained or made and are in full force and effect (except for any
reports required to be filed by Holdings or any Borrower with the SEC pursuant to the Securities Exchange Act of 1934; provided
that the failure to make any such filings shall not affect the validity or enforceability of this Agreement) or waived and
those the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect, and (B)
solely in the case of clauses (b)(x) and (y) of this Section 3.3, filings and registrations necessary to
perfect the Liens on the Collateral, if any, granted by the Loan Parties in favor of the Administrative Agent for the benefit
of the Secured Parties, (ii) will violate any applicable law or regulation or any order of any Governmental Authority, in
each case applicable to or binding upon the Loan Parties or any of their respective property, except as would not reasonably
be expected to have a Material Adverse Effect, (iii) will violate any charter, by-laws or other organizational document of
any Loan Party, except as would not reasonably be expected to have a Material Adverse Effect or (iv) will violate or
result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its respective
property, except as would not reasonably be expected to have a Material Adverse Effect.


 






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Section 3.4        
Financial Condition; No Material Adverse Effect. (a) Holdings has heretofore furnished to the Administrative Agent
its consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal years ended
December 31, 2018, December 31, 2017 and December 31, 2016, reported on by KPMG LLP, independent public accountants and certified
by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results
of operations and cash flows of Holdings and its consolidated subsidiaries as of such dates and for such periods on a consolidated
basis in accordance with GAAP.


 


(b)              
Since December 31, 2018, no event, development or circumstance has occurred that has had or would reasonably be expected
to have a material adverse effect on the business, operations, property or financial condition of Holdings and its Subsidiaries,
taken as a whole, or on the ability of the Loan Parties to consummate the Transactions.


 


Section 3.5        
Properties. (a) Each of Holdings and its Subsidiaries has good title to, or valid leasehold interests in or rights
to use, all its real and personal property material to the business of Holdings and its Subsidiaries, taken as a whole, except
for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize
such properties for their intended purposes, except to the extent that the failure to have such title, interest or right (in the
aggregate) would not reasonably be expected to have a Material Adverse Effect.


 


(b)              
Each of Holdings and its Subsidiaries owns, is licensed to use, or otherwise has the right to use, all trademarks, tradenames,
copyrights, patents and other intellectual property material to, used in and necessary to the business of Holdings and its Subsidiaries,
taken as a whole, as currently conducted, and, to the knowledge of Holdings or any Borrower, the use thereof by Holdings and its
Subsidiaries does not infringe upon the intellectual property rights of any other Person, except for any such infringements or
failure to own or be licensed or otherwise have rights that, individually or in the aggregate, would not reasonably be expected
to result in a Material Adverse Effect.


 


(c)              
Other than as set forth in Schedule 1.1 and Schedule 3.5, there are no fee-owned real properties owned by
any Loan Party as of the Fourth Restatement Effective Date and located in the continental United States with a fair market value,
as of the Fourth Restatement Effective Date, in excess of $10,000,000 individually.


 


Section 3.6        
Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator
or Governmental Authority pending against or, to the knowledge of Holdings or any Borrower, threatened in writing against or affecting
Holdings or any of its Subsidiaries as to which there is a reasonable possibility of an adverse determination and (i) that would
reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that in any material respect
challenges the validity or enforceability of this Agreement or the Transactions.


 






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(b)              
Except for matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect, neither Holdings nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain
or comply with any permit, license or other approval required under any Environmental Law, (ii) to the knowledge of a Responsible
Officer of such Person, has become subject to any Environmental Liability, or (iii) has received written notice of any claim with
respect to any Environmental Liability.


 


Section 3.7        
Compliance with Laws and Agreements. Each of Holdings and its Subsidiaries is in compliance in all material respects
with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate,
would not reasonably be expected to result in a Material Adverse Effect.


 


Section 3.8        
Investment Company Status. Neither Holdings nor any of its Subsidiaries is or is required to be registered as an
“investment company” under the Investment Company Act of 1940.


 


Section 3.9        
Taxes. Except as would not reasonably be expected to result in a Material Adverse Effect, (i) each Loan Party and
its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed with respect to
income, properties or operations of each Loan Party and its Subsidiaries, (ii) such returns accurately reflect in all material
respects all liability for Taxes of each Loan Party and its Subsidiaries as a whole for the periods covered thereby and (iii) each
Loan Party and each of its Subsidiaries has paid or caused to be paid all Taxes required to have been paid by it, except Taxes
that are being contested in good faith by appropriate proceedings and for which any Loan Party or such Subsidiary, as applicable,
has set aside on its books adequate reserves in accordance with GAAP or other applicable accounting rules.


 


Section 3.10    
ERISA. No ERISA Event has occurred, or is reasonably expected to occur, that, when taken together with all other
such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to have a Material Adverse
Effect.


 


Section 3.11     Disclosure.
All written information (other than any forecasts, estimates, pro forma information, projections and statements as to
anticipated future performance or conditions (the “Projections”) and other than information of a general
economic or industry specific nature) furnished by or on behalf of Holdings or any Borrower by a Responsible Officer of any
such Person to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or
delivered hereunder (as modified or supplemented by other information so furnished from time to time), taken as a whole
together with the information filed by Holdings or any of its Subsidiaries with the SEC, does not, as of the date such
information was furnished (or if such information expressly related to a specific date, as of such specific date), contain
any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not materially misleading; provided that, with respect to any
Projections, each of Holdings and the Borrowers represents only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time made (it being understood that Projections are subject to significant
uncertainties and contingencies, any of which are beyond Holdings’ and such Borrower’s control, that no assurance
can be given that any particular Projections will be realized and that actual results during the period or periods covered by
any such information may differ significantly from the forecasted, estimated, pro forma, projected or anticipated results and
assumptions, and such differences may be material).


 






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Section 3.12    
Subsidiaries. To the extent the representations and warranties contained in this Section 3.12 are made prior
to the Collateral and Guarantee Release Date: (a) Schedule 3.12(a) sets forth as of the Fourth Restatement Effective Date
a list of all Subsidiaries and Excluded Subsidiaries other than inactive Subsidiaries, and the percentage ownership (directly or
indirectly) of Holdings therein.


 


(b)              
As of the Fourth Restatement Effective Date, all of the outstanding Equity Interests owned by the Loan Parties in each Material
Subsidiary listed on Schedule 3.12(a) have been validly issued and are fully paid and all such Equity Interests owned by
a Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) Liens
permitted under Section 6.2.


 


Section 3.13    
Use of Proceeds; Margin Regulations. (a) All proceeds of the Revolving Loans and the Swingline Loans will be used
for working capital, capital expenditures, acquisitions, share repurchases and other general corporate purposes; provided
that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans.


 


(b)              
No part of any Borrowing (or the proceeds thereof) will be used, whether directly or indirectly, to purchase or carry any
Margin Stock or to extend credit for the purpose of purchasing or carrying any Margin Stock in violation of the provisions of Regulation
T, U or X of the Board. Less than twenty-five percent (25%) of the assets of Holdings and its Subsidiaries on a consolidated basis
and on an unconsolidated basis which are subject to any arrangement (as such term is used in the definition of “indirectly
secured” in Section 221.2 of Regulation U issued by the Board) consist of Margin Stock.


 


Section 3.14    
Guarantors. To the extent the representations and warranties contained in this Section 3.14 are made prior
to the Collateral and Guarantee Release Date: On the Fourth Restatement Effective Date, no Subsidiary of Holdings other than a
Loan Party Guarantees any Indebtedness for borrowed money (other than Permitted Indebtedness) of Holdings, the Lead Borrower and/or
any other Loan Party in an aggregate principal amount in excess of $150,000,000.


 


Section 3.15    
Anti-Terrorism Laws, Anti-Corruption Laws and Sanctions. (a) Neither Holdings nor any of its Subsidiaries nor any
director or officer of any Loan Party, or, to Holdings’ or any Borrower’s knowledge, any director, officer or employee
of Holdings or any of its Subsidiaries, is a Sanctioned Person, or is acting on behalf of a Person that is a Sanctioned Person.


 


(b)              
The operations of Holdings and its Subsidiaries are conducted at all times in compliance in all material respects with all
applicable Anti-Terrorism Laws, Anti-Corruption Laws and Sanctions.


 






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(c)              
No Borrower will use the proceeds of any Borrowing or Letter of Credit under this Agreement in violation of any Anti-Corruption
Law, any Anti-Terrorism Law or applicable Sanctions.


 


Section 3.16    
Collateral Documents. To the extent the representations and warranties contained in this Section 3.16 are
made prior to the Collateral and Guarantee Release Date:


 


(a)              
Subject to Sections 5.9 and 5.10, and the other limitations, exceptions and filing requirements otherwise
set forth in this Agreement and the other Loan Documents, (i) the Collateral Documents are effective to create in favor of the
Administrative Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in,
the Collateral described therein to the extent required thereby.


 


(b)              
Subject to Sections 5.9 and 5.10, upon recording thereof in the appropriate recording office, each Mortgage
shall be effective to create, in favor of the Administrative Agent, for its benefit and the benefit of the Secured Parties, legal,
valid and enforceable perfected Liens on, and security interest in, all of the Loan Parties’ right, title and interest in
and to the Mortgaged Properties thereunder, subject only to Liens permitted under the Loan Documents, and when the Mortgages are
filed in the offices specified on Schedule 5 to the Perfection Certificate (or, in the case of any Mortgage executed and delivered
after the date thereof in accordance with the provisions of Sections 5.9 and 5.10, when such Mortgage is filed in
the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections
5.9 and 5.10), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title
and interest of the Loan Parties in the Mortgaged Properties, in each case prior and superior in right to any other Person, other
than Liens permitted under the Loan Documents.


 


(c)              
Notwithstanding anything herein (including this Section 3.16) or in any other Loan Document to the contrary, neither
Holdings, the Lead Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or
nonperfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign
Subsidiary, or as to the rights and remedies of the Secured Parties with respect thereto, in each case under foreign law or (B)
on the Fourth Restatement Effective Date and until required pursuant to Section 5.9 or 5.10, the pledge or creation
of any security interest to the extent not required on the Fourth Restatement Effective Date (it being understood that such representations
and warranties, to the extent set forth herein and in any other Loan Document, shall be deemed to be made on the date required
pursuant to Section 5.9 or 5.10 (or, if earlier, the applicable date of compliance with such provision)).


 


ARTICLE IV


 


Conditions


 


Section 4.1        
Fourth Restatement Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue
Letters of Credit hereunder shall become effective on the date that all of the following conditions shall have been satisfied (or
waived in accordance with Section 9.2):


 






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(a)              
The Administrative Agent (or its counsel) shall have received (x) from each party hereto a counterpart of this Agreement
and (y) from Holdings, the Lead Borrower and each Guarantor (i) a counterpart of a Guaranty Agreement and (ii) a counterpart of
the Security Agreement, in each case signed on behalf of parties (which may include facsimile or other electronic transmission
of a signed signature page of any such agreement).


 


(b)              
The Administrative Agent shall have received a Note executed by the Lead Borrower (which may include facsimile or other
electronic transmission of a signed signature page of such Note, provided that arrangements reasonably satisfactory to the Administrative
Agent have been made for delivery of the original copies thereof) in favor of each Lender requesting a Note reasonably in advance
of the Fourth Restatement Effective Date. Notwithstanding the foregoing, no Lender shall be entitled to receive a Note on the Fourth
Restatement Effective Date if on such date it has not returned to the Lead Borrower the original note (unless such Lender has made
other arrangements reasonably satisfactory to the Lead Borrower), if any, issued to such Lender as a lender under the Third Amended
and Restated Credit Agreement.


 


(c)              
The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the
Lenders and dated the Fourth Restatement Effective Date) of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Lead
Borrower, in form and substance reasonably satisfactory to the Administrative Agent. The Lead Borrower hereby requests such counsel
to deliver such opinion.


 


(d)              
The Administrative Agent shall have received (i) certified copies of the resolutions of the board of directors of each Loan
Party approving the transactions contemplated by the Loan Documents to which it is a party and the execution and delivery of such
Loan Documents to be delivered by such entity on the Fourth Restatement Effective Date and (ii) all other documents reasonably
requested by the Administrative Agent at least five days prior to the Fourth Restatement Effective Date relating to the organization,
existence and good standing of each Loan Party and authorization of the transactions contemplated hereby.


 


(e)              
The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party
certifying (x) the names and true signatures of the officers of each Loan Party authorized to sign the Loan Documents to which
each Loan Party, as applicable, is a party, to be delivered by such entity on the Fourth Restatement Effective Date, and (y) the
other documents required to be delivered pursuant to Section 4.1(d) on the Fourth Restatement Effective Date.


 


(f)               
The Administrative Agent shall have received a certificate, dated the Fourth Restatement Effective Date and signed on behalf
of the Lead Borrower by a Responsible Officer or a Financial Officer of the Lead Borrower, confirming compliance with the conditions
set forth in paragraphs (b) and (c) of Section 4.2 as of the Fourth Restatement Effective Date.


 


(g)               The
Lenders shall have received (i) audited consolidated financial statements of Holdings for the three most recent fiscal years
ended at least 90 days prior to the Fourth Restatement Effective Date as to which financial statements are available
and (ii) unaudited interim consolidated financial statements of Holdings for each quarterly period ended subsequent to
the date of the latest financial statements pursuant to clause (i) of this paragraph and at least 45 days prior to the Fourth
Restatement Effective Date as to which financial statements are available.


 






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(h)              
The items set forth in Section 9.19(a) shall have occurred on or substantially simultaneously with the occurrence
of the Fourth Restatement Effective Date and the Former Agent shall have received from the Lead Borrower payment of all fees and
out-of-pocket costs and expenses outstanding immediately prior to the Fourth Restatement Effective Date.


 


(i)                
The Lenders, the Administrative Agent, and the Arrangers shall have received all fees and expenses required to be paid by
the applicable Loan Parties (including, without limitation, the reasonable and documented out-of-pocket fees, charges and disbursements
of counsel to the Administrative Agent) for which invoices have been presented to the Lead Borrower at least 3 Business Days prior
to the Fourth Restatement Effective Date (or such later date as the Lead Borrower shall permit in its reasonable discretion).


 


(j)                
The Administrative Agent shall have received, at least three Business Days prior to the Fourth Restatement Effective Date,
solely in respect of the Lead Borrower and Holdings, all documentation and other information required by bank regulatory authorities
under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation,
the USA PATRIOT Act, to the extent requested by any Lender at least ten Business Days prior to the Fourth Restatement Effective
Date.


 


(k)              
Subject to the provisions of Section 5.10, the Administrative Agent shall have executed a customary joinder agreement to
the Intercreditor Agreement and, in addition, shall have received the following:


 


(i)                
UCC financing statements for each Loan Party in each appropriate jurisdiction as is necessary, in the Administrative Agent’s
reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral, including any UCC amendment
statements to assign the security interest from Morgan Stanley, in its capacity as administrative agent under the Third Amended
and Restated Credit Agreement, to the Administrative Agent; and


 


(ii)             
to the extent required under the laws of the relevant jurisdiction for perfecting (or achieving the required priority with
respect to) a security interest in Equity Interests pledged as Collateral for the Obligations (or any portion thereof), all certificates
evidencing such Equity Interests that are issued by any Subsidiary of Holdings and that are pledged to the Administrative Agent
pursuant to any Collateral Document together with duly executed in blank, undated stock powers attached thereto.


 


(l)                
The Administrative Agent shall have received each of the following with respect to any Existing Mortgage:


 


(i)                
An assignment of such Existing Mortgage from the Former Agent to the Administrative Agent's in form and substance reasonably
satisfactory to the Administrative Agent; and


 






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(ii)             
a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with
respect to such Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is located, and
if such property is in a special flood hazard area, duly executed and acknowledged by the appropriate Loan Party, together with
evidence of flood insurance as and to the extent required under Section 5.5 hereof.


 


The Administrative Agent
shall notify the Lead Borrower and the Lenders of the Fourth Restatement Effective Date, and such notice shall be conclusive and
binding. Without limiting the generality of the provisions of Article VIII, for purposes of determining compliance with
the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented
to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved
by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior
to the proposed Fourth Restatement Effective Date specifying its objection thereto.


 


Section 4.2        
Each Credit Event. The obligation of each Lender to make a Loan (other than pursuant to a Mandatory Borrowing), of
each Issuing Bank to issue, amend (other than in a manner that does not increase the maximum stated amount of such Letter of Credit),
renew, or extend any Letter of Credit, the effectiveness of any Commitment Increase pursuant to Section 2.19, the effectiveness
of any Incremental Facilities pursuant to Section 2.20 and the effectiveness of any extension of the Maturity Date pursuant
to Section 2.21, is subject to the satisfaction (or waiver in accordance with Section 9.2) of the following conditions:


 


(a)              
Solely in the case of a Borrowing, the Administrative Agent shall have received a Borrowing Request in accordance with Section
2.3.


 


(b)              
All representations and warranties set forth in this Agreement and the other Loan Documents (other than, following the Collateral
and Guarantee Release Date (x) those set forth in the Collateral Documents and (y) those set forth herein and in the other Loan
Documents that are not required to be made following the Collateral and Guarantee Release Date) shall be true and correct in all
material respects on and as of the date of the making of such Loan, such issuance, amendment renewal or extension of such Letter
of Credit, or the effectiveness of such Commitment Increase, Incremental Facility or extension, as applicable, except that (i)
to the extent that any such representation or warranty is stated to relate solely to an earlier date, it shall be true and correct
in all material respects as of such earlier date, (ii) any representation and warranty that is qualified as to “materiality”,
“Material Adverse Effect” or similar language shall be true and correct in all respects.


 


(c)              
At the time of and immediately after giving effect to the making of such Loan, such issuance, amendment, renewal or extension
of such Letter of Credit, or the effectiveness of such Incremental Facility, as applicable, no Default or Event of Default shall
have occurred and be continuing (other than, following the Collateral and Guarantee Release Date (x) Defaults or Events of Default
arising from the Collateral Documents and (y) Defaults or Events of Default set forth herein and in the other Loan Documents that
do not apply following the Collateral and Guarantee Release Date).


 






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The making of each Loan,
the issuance, amendment (other than an amendment that does not change the maximum stated amount of such Letter of Credit) renewal
or extension of each Letter of Credit and the effectiveness of each Incremental Facility shall be deemed to constitute a representation
and warranty by each Borrower that the conditions specified in paragraphs (b) and (c) of this Section 4.2 have been satisfied
as of the date thereof; provided that, notwithstanding anything to the contrary in this Section 4.2, in connection
solely with the Incremental Facilities, if the proceeds of such Incremental Facilities are being used to finance an acquisition
not restricted by this agreement and the consummation of which is not conditioned on the availability of, or on obtaining, third-party
financing and the applicable Incremental Lenders so agree, the reference in Section 4.2(b) to the accuracy of the representations
and warranties shall refer to the accuracy of the representations and warranties that would customarily be deemed to be “specified”
representations and warranties under customary “Sungard” provisions (including those with respect to the target contained
in the applicable acquisition or merger agreement to the extent failure of such representations and warranties to be true and correct
permits the applicable Borrower or relevant Affiliates thereof not to consummate the transactions contemplated thereby) and the
reference in Section 4.2(c) to the absence of any Default or Event of Default shall refer to the absence of any Event of Default
of the type described in Section VII(a), Section VII(b), Section VII(h), Section VII(i) and Section
VII(o).


 


Section 4.3        
[Reserved].


 


Section 4.4        
Initial Credit Events with Respect to Each Designated Borrower.


 


The effectiveness of
any designation pursuant to Section 2.23 of a Designated Borrower and the obligation of each Lender to make the initial
Loan or of an Issuing Bank to issue the initial Letter of Credit, as applicable, in each case to such Designated Borrower, is subject
to the satisfaction (or waiver in accordance with Section 9.2) of the following additional conditions (each date on which
such conditions are satisfied or so waived, a “Designated Borrowing Date”):


 


(a)              
The Fourth Restatement Effective Date shall have occurred.


 


(b)              
The Administrative Agent shall have received a Note executed by such Designated Borrower (which may include facsimile or
other electronic transmission of a signed signature page of such Note, provided that arrangements reasonably satisfactory
to the Administrative Agent have been made for delivery of the original copies thereof) in favor of each Lender requesting a Note
reasonably in advance of such Designated Borrowing Date.


 


(c)              
The Administrative Agent shall have received from each party thereto a counterpart (which may in each case include facsimile
or other electronic transmission of a signed signature page of any such agreements) of (i) a Credit Agreement Joinder joining such
Designated Borrower as a Borrower and (ii) so long as the Collateral and Guarantee Release Date has not occurred, a Guaranty Joinder
Agreement joining such Designated Borrower (other than a Foreign Designated Borrower) as a Guarantor;


 


(d)               The
Administrative Agent shall have received a favorable written opinion or favorable written opinions (addressed to
the Administrative Agent and the Lenders and dated such Designated Borrowing Date) of counsel to the Lead Borrower or such
Designated Borrower with respect to each Credit Agreement Joinder and, so long as the Collateral and Guarantee Release Date
has not occurred, each Guaranty Joinder Agreement referred to in clause (c) above, in form and substance reasonably
satisfactory to the Administrative Agent.


 






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(e)              
The Administrative Agent shall have received (x) certified copies of the resolutions of the board of directors (or other
governing body) of such Designated Borrower approving the transactions contemplated by the Loan Documents to which such Designated
Borrower is a party and the execution and delivery of such Loan Documents to be delivered by such Designated Borrower on such Designated
Borrowing Date, (y) a short-form good standing certificate or the equivalent, if any, in the jurisdiction of organization of such
Designated Borrower and (z) all other documents reasonably requested by the Administrative Agent at least five days prior to such
Designated Borrowing Date relating to the organization, existence and good standing of such Designated Borrower (or the equivalent,
if any, in the jurisdiction of such Designated Borrower) and authorization of the transactions contemplated by this Agreement.


 


(f)               
The Administrative Agent shall have received a certificate of a director or the Secretary or an Assistant Secretary of such
Designated Borrower certifying the names and true signatures of the officers of such Designated Borrower authorized to sign the
Loan Documents to which such Designated Borrower is a party.


 


(g)              
The Administrative Agent shall have received, at least three Business Days prior to such Designated Borrowing Date, solely
with respect to such Designated Borrower, all documentation and other information required by regulatory authorities under applicable
“know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT
Act, to the extent reasonably requested by any Lender at least ten Business Days prior to such Designated Borrowing Date.


 


(h)              
The Lenders, the Administrative Agent, and the Arrangers shall have received all fees and expenses required to be paid by
the applicable Loan Parties (including, without limitation, the reasonable and documented out-of-pocket fees, charges and disbursements
of counsel to the Administrative Agent) for which invoices have been presented to the Lead Borrower at least 3 Business Days prior
to such Designated Borrowing Date.


 


(i)                
The Administrative Agent shall have received, at least five Business Days prior to such Designated Borrowing Date, if such
Designated Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial
Ownership Certification in relation to such Designated Borrower.


 


ARTICLE V


 


Affirmative Covenants


 


Until the
Commitments have expired or been terminated and the principal of and interest on each Loan and all fees and other Obligations
payable hereunder shall have been paid in full (other than Secured Swap Obligations, Secured Cash Management Obligations,
Secured Bilateral LC Obligations, indemnities and other contingent obligations not then due and payable and as to which no
claim has been made and Letters of Credit that have been cash collateralized pursuant to arrangements mutually agreed between
the applicable Issuing Bank and the Lead Borrower or with respect to which other arrangements have been made that are
satisfactory to the applicable Issuing Bank), each of Holdings and the Borrowers covenants and agrees with the Lenders and
each Issuing Bank that:


 






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Section 5.1        
Financial Statements and Other Information. Holdings will furnish to the Administrative Agent (for distribution to
each Lender and each Issuing Bank):


 


(a)              
within 90 days after the end of each fiscal year of Holdings, its audited consolidated balance sheet and related statements
of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative
form the figures for the previous fiscal year (to the extent applicable), all reported on by KPMG LLP, or other independent public
accountants of recognized national standing (without a “going concern” or like qualification or exception (other than
a qualification related to the maturity of the Commitments and the Loans at the Maturity Date) and without any qualification or
exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material
respects the financial condition and results of operations of Holdings and its consolidated subsidiaries on a consolidated basis
in accordance with GAAP (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings to the Lenders);


 


(b)              
within 45 days after the end of each of the first three fiscal quarters of each fiscal year of Holdings, its consolidated
balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal
quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding
period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year (to the extent applicable),
all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results
of operations of Holdings and its consolidated subsidiaries on a consolidated basis in accordance with GAAP (except as set forth
in the notes thereto or as otherwise disclosed in writing by Holdings to the Lenders), subject to normal year-end audit adjustments
and the absence of footnotes;


 


(c)              
concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial
Officer of Holdings in substantially the form of Exhibit F attached hereto (the “Compliance Certificate”)
(i) certifying as to whether a Default or Event of Default has occurred and is continuing as of the date thereof and, if a Default
or Event of Default has occurred and is continuing as of the date thereof, specifying the details thereof and any action taken
or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating the (x) Interest
Coverage Ratio and the (y) Total Net Leverage Ratio, in each case for the Measurement Period ending on the last day of the applicable
fiscal quarter or fiscal year for which such financial statements are being delivered, (iii) if and to the extent that any material
change in GAAP (or any election by Holdings to apply IFRS in lieu of GAAP pursuant to Section 1.4) that has occurred since
the date of the most recent audited financial statements provided in accordance with this Agreement had an impact on such financial
statements, specifying the effect of such change or election on the financial statements accompanying such certificate and (iv)
so long as the Collateral and Guarantee Release Date has not occurred, delivering any of the documents, certificates or instruments
required to be delivered with the Compliance Certificate pursuant to any Collateral Document;


 






    	 	103	 



     


    

 


(d)              
promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other
materials filed by Holdings or any of its Subsidiaries with the SEC, or with any national securities exchange, as the case may
be, in each case that is not otherwise required to be delivered to the Administrative Agent pursuant hereto, provided that
such information shall be deemed to have been delivered on the date on which such information has been posted on the Internet at
http://www.cfindustries.com (or any successor page) or at http://www.sec.gov (or any successor page); and


 


(e)              
promptly following any request in writing (including any electronic message) therefor, (i) such other information regarding
the operations, business affairs and financial condition of Holdings or any Subsidiary, or compliance with the terms of this Agreement
or any other Loan Document, as the Administrative Agent, any Lender or any Issuing Bank (through the Administrative Agent) may
reasonably request, and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes
of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA
PATRIOT Act and the Beneficial Ownership Regulation.


 


Information required
to be delivered pursuant to Section 5.1(a) or Section 5.1(b) may, upon notice to the Administrative Agent (which
notice may be included in the relevant Compliance Certificate), be delivered electronically and if so delivered, shall be deemed
to have been delivered on the date on which Holdings posts such information, or provides a link thereto on the Internet at http://www.cfindustries.com
(or any successor page) or at http://www.sec.gov (or any successor page). In addition, materials required to be delivered pursuant
to Sections 5.1(a) through (e) may be delivered to the Administrative Agent in an electronic medium in a format acceptable to the
Administrative Agent by email at oploanswebadmin@citi.com (or any other e-mail address designated by the Administrative Agent from
time to time).


 


Section 5.2        
Notices of Material Events. (a) The Lead Borrower will furnish to the Administrative Agent (for distribution to each
Lender and each Issuing Bank) prompt written notice of the following:


 


(i)                
the occurrence of any Default or Event of Default of which any Responsible Officer of Holdings or any Borrower obtains knowledge;


 


(ii)             
the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against
or affecting Holdings or any Subsidiary thereof as to which there is a reasonable possibility of an adverse determination and that,
if adversely determined, would reasonably be expected to result in a Material Adverse Effect;


 


(iii)           
the occurrence of any ERISA Event that, alone or together with any other ERISA Events, would reasonably be expected to result
in a Material Adverse Effect;


 


(iv)            
the occurrence of any event or circumstance resulting in Environmental Liability that would reasonably be expected to result
in a Material Adverse Effect; and


 






    	 	104	 



     


    

 


(v)              
any loss, damage, or destruction to the collateral of Holdings and its Subsidiaries, whether or not covered by insurance,
that would reasonably be expected to result in a Material Adverse Effect.


 


Each notice delivered
under this Section 5.2(a)(i) shall be accompanied by a statement of a Responsible Officer or other executive officer of
the Lead Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed
to be taken with respect thereto.


 


(b)              
So long as the Collateral and Guarantee Release Date has not occurred, subject to Sections 5.9 and 5.10,
the Lead Borrower shall notify the Administrative Agent in writing within sixty (60) days after any change in (i) legal name
of any Loan Party, (ii) the type of organization of any Loan Party or (iii) the jurisdiction of organization of any Loan Party
and, upon the reasonable request by the Administrative Agent, take all actions reasonably necessary to continue the perfection
of the Liens on the Collateral owned by such Loan Party created under the Collateral Documents following any such change with the
same priority as immediately prior to such change. The Lead Borrower agrees promptly to provide the Administrative Agent, after
notification of any such change, with certified organizational documents reflecting any of the changes described in the first sentence
of this Section 5.2(b).


 


Section 5.3        
Existence; Conduct of Business. Each Loan Party will, and will cause each of its Material Subsidiaries to, do or
cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights,
licenses, permits, privileges and franchises material to the conduct of its business; provided that (i) the foregoing shall
not prohibit any merger, consolidation, liquidation, dissolution not restricted under this Agreement and (ii) none of the Loan
Parties or any of its Material Subsidiaries shall be required to preserve, renew or keep in full force and effect its rights, licenses,
permits, privileges or franchises if the Lead Borrower should reasonably determine that (a) the preservation and maintenance thereof
is no longer desirable in the conduct of the business of Holdings and its Subsidiaries, taken as a whole or (b) the failure
to maintain and preserve the same would not reasonably be expected, in the aggregate, to result in a Material Adverse Effect.


 


Section 5.4        
Payment of Taxes. Each Loan Party will, and will cause each of its Subsidiaries to, pay all Tax liabilities, including
all Taxes imposed upon it or upon its income or profits or upon any properties belonging to it, that, if not paid, would reasonably
be expected to result in a Material Adverse Effect, before the same shall become delinquent or in default, except where (a) the
validity or amount thereof is being contested in good faith by appropriate proceedings and (b) any Loan Party or such Subsidiary
has set aside on its books adequate reserves with respect thereto in accordance with GAAP or other applicable accounting rules.


 


Section 5.5        
Maintenance of Properties; Insurance. Each Loan Party will, and will cause each of its Subsidiaries to:


 


(a)              
keep and maintain all property material to the conduct of the business of Holdings and its Subsidiaries, taken as a whole,
in good working order and condition, ordinary wear and tear and casualty and condemnation events excepted, except to the extent
that failure to do so would not reasonably be expected to have a Material Adverse Effect;


 






    	 	105	 



     


    

 


(b)              
maintain insurance with insurance companies that the Lead Borrower believes (in the good faith judgment of its management)
are financially sound and reputable at the time the relevant coverage is placed or renewed, 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
(after giving effect to any self-insurance reasonable and customary in the applicable jurisdiction for companies engaged in the
same or similar businesses operating in the same or similar locations);


 


(c)              
subject to Section 5.10, so long as the Collateral and Guarantee Release Date has not occurred, ensure that any third-party
liability (other than directors and officers liability insurance; insurance policies relating to employment practices liability
or workers’ compensation; crime; fiduciary duties; kidnap and ransom; flood (except as required by clause (d) below); fraud,
errors and omissions; marine and aircraft liability and excess liability; and construction programs) and property insurance policies
of the Loan Parties described in Section 5.5(b) with respect to the Collateral shall name the Administrative Agent as an
additional insured (solely in the case of liability insurance) or loss payee (solely in the case of property insurance with respect
to the Collateral), as applicable; and


 


(d)              
subject to Sections 5.9 and 5.10, so long as a Mortgage in respect of Mortgaged Property located in a special
flood hazard area is then in effect, with respect to each Mortgaged Property located in a special flood hazard area:


 


(i)                
obtain flood insurance in compliance with the Flood Insurance Laws and the National Flood Insurance Program as set forth
in the Flood Disaster Protection Act of 1973, as amended from time to time, as reasonably determined by the Administrative Agent;
and


 


(ii)             
deliver to the Administrative Agent annual renewals of each flood insurance policy or annual renewals of each force-placed
flood insurance policy, as applicable.


 


Section 5.6         Books
and Records; Inspection Rights. Each Loan Party will, and will cause each of its Subsidiaries to, keep proper books of
record and account in which entries are made sufficient to prepare financing statements in accordance with GAAP (or
other applicable accounting rules or as otherwise disclosed to the Administrative Agent). Each Loan Party will, and will
cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent, any Lender or any
Issuing Bank (pursuant to a prior written request made through the Administrative Agent), upon reasonable prior written
notice, to visit and inspect its properties, to examine and make extracts from its financial and related books and records,
and to discuss its affairs, finances and financial condition with its officers and independent accountants, in each case so
long as the Administrative Agent, such Lender, such Issuing Bank or such representative agrees to treat such information and
documents in accordance with Section 9.12 (provided, that the officers of each Loan Party or such Subsidiary
shall be afforded the opportunity to participate in any discussions with such independent accountants), all at such
reasonable times during normal business hours for such Loan Party or such Subsidiary and as often as reasonably requested
(but no more than once annually if no Event of Default exists). Notwithstanding anything to the contrary in this Section
5.6, none of the Loan Parties or any of its Subsidiaries shall be required to disclose, permit the inspection,
examination or making copies or abstracts of, or discussion of, any document, information or other matter that
(i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which
disclosure to the Administrative Agent, any Lender or any Issuing Bank (or their respective representatives) is prohibited by
contract, applicable law, rule, regulation or court order or (iii) is subject to attorney, client or similar privilege or
constitutes attorney work-product.


 






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Section 5.7        
Compliance with Laws and Agreements. Each Loan Party will, and will cause each of its Subsidiaries to, comply with
all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements
and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, would
not reasonably be expected to result in a Material Adverse Effect. Holdings and each Borrower will maintain in effect and enforce
policies and procedures reasonably designed to ensure compliance by Holdings, its Subsidiaries and their respective directors,
officers and employees with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sanctions.


 


Section 5.8        
Use of Proceeds. The proceeds of the Loans will be used as set forth in Section 3.13. No Borrower will request
any Borrowing or Letter of Credit, and no Borrower shall use, and each Borrower shall procure that its Subsidiaries shall not use,
the proceeds of any Borrowing or Letter of Credit (A) for any payments to any Person in violation of any Anti-Corruption Laws,
(B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person
or in any Sanctioned Country in violation of Sanctions, or (C) in any other manner that would result in the violation of any Sanctions
applicable to any party hereto.


 


Section 5.9        
Additional Guarantors; Additional Collateral.


 


(a)               Subject
to Section 5.10, following the Fourth Restatement Effective Date and so long as the Collateral and Guarantee Release
Date has not occurred, Holdings and each Borrower shall cause (i) each direct or indirect Domestic Subsidiary of
Holdings (other than the Exempt Subsidiaries) that Guarantees any Indebtedness for borrowed money (other than Permitted
Indebtedness) of Holdings, the Lead Borrower and/or any other Loan Party in an aggregate principal amount in excess of
$150,000,000, (ii) any direct or indirect Domestic Subsidiary (other than the Exempt Subsidiaries) that directly or
indirectly owns Equity Interest in Nitrogen, and (iii) any Domestic Subsidiary from time to time designated in writing by
Holdings, in the case of clauses (i) through (iii), to become a Guarantor hereunder (unless the Required Lenders otherwise
consent) by executing and delivering to the Administrative Agent a Guaranty Agreement or a Guaranty Joinder Agreement or
comparable guaranty documentation, in each case in form and substance reasonably satisfactory to the Administrative Agent,
within thirty (30) days (or such longer time period if agreed to by the Administrative Agent in its reasonable discretion)
after (I) the latest of (x) the date on which such Person shall have Guaranteed such Indebtedness, (y) the date on which such
Person shall have become a direct or indirect Domestic Subsidiary of Holdings and (z) the date on which such Person shall no
longer be an Exempt Subsidiary or (II) the date on which such Person shall have acquired, directly or indirectly, any Equity
Interest in Nitrogen, as applicable (it being understood that such Guaranty Agreement or a Guaranty Joinder Agreement or
comparable guaranty documentation shall be accompanied by documentation with respect thereto substantially consistent
with the documentation delivered pursuant to Section 4.1(d) and (e) or Section 4.4(d), as applicable); provided that,
notwithstanding anything in any Loan Document to the contrary, such Guaranty Agreement, Guaranty Joinder Agreement
or comparable guaranty documentation shall, subject to the Agreed Guarantee Principles, be reasonably satisfactory to the
Administrative Agent and shall be limited to the extent necessary to comply with the Agreed Guarantee Principles (including
by limiting the maximum amount guaranteed), which limitations in such agreement or documentation shall in each case be
subject to the reasonable satisfaction of the Administrative Agent. Upon execution and delivery of such Guaranty Agreement,
Guaranty Joinder Agreement or comparable guaranty documentation, each such Person shall become a Guarantor hereunder and
thereupon shall have all of the rights, benefits, duties and obligations in such capacity under the Loan Documents. If
requested by the Administrative Agent, the Administrative Agent shall receive an opinion or opinions of counsel (which may be
from in-house counsel, provided that such opinion is in respect of New York law) for the Lead Borrower in form and substance
reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent
relating to any such Guaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation delivered pursuant
to this Section 5.9(a), dated as of the date of such Guaranty Agreement, Guaranty Joinder Agreement or comparable
guaranty documentation, as applicable.


 






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(b)               Subject
to Section 5.10, following the Fourth Restatement Effective Date and so long as the Collateral and Guarantee Release
Date has not occurred, with respect to any Domestic Subsidiary required to become a Guarantor hereunder pursuant to Section
5.9(a), the Lead Borrower shall, no later than the date on which such Domestic Subsidiary becomes a Guarantor hereunder
pursuant to Section 5.9(a) (or such longer time period if agreed to by the Administrative Agent in its reasonable
discretion), cause such Domestic Subsidiary to execute and deliver a Security Agreement Supplement, an Acknowledgement of
Grantors (if the Intercreditor Agreement shall then be in effect) and a Perfection Certificate and take such additional
actions (including the filing of Uniform Commercial Code financing statements and, if applicable and required pursuant to the
terms of the Loan Documents, delivering executed Intellectual Property Security Agreements and certificates, instruments of
transfer and stock powers in respect of certificated Equity Interests), in each case as the Administrative Agent shall
reasonably request for purposes of granting and perfecting a Lien on the assets of such Domestic Subsidiary (other than
Excluded Property) in favor of the Administrative Agent under the Collateral Documents, subject to Liens permitted under the
Loan Documents and otherwise subject to the limitations and exceptions of this Agreement and the other Loan Documents. If
requested by the Administrative Agent, the Administrative Agent shall receive an opinion or opinions of counsel (which may be
from in-house counsel, provided that such opinion is in respect of New York law) for the Lead Borrower in form and substance
reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent
relating to any Security Agreement Supplement, Intellectual Property Security Agreement or other Collateral Document
delivered pursuant to this Section 5.9(b), dated as of the date of such Security Agreement Supplement,
Intellectual Property Security Agreement or other Collateral Document, as applicable. Notwithstanding anything to the
contrary in any Loan Document, (i) no Collateral shall be required to be perfected by control other than with respect to
Pledged Debt and Pledged Equity (each as defined in the Security Agreement) to the extent required by the terms of the
Security Agreement as in effect on the Fourth Restatement Effective Date and (ii) no actions in any non-U.S. jurisdiction or
required by the laws of any non-U.S. jurisdiction shall be required in order to create or perfect any security interests
in assets located or titled outside of the U.S. or to perfect such security interests (it being understood that there shall
be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction).


 


(c)              
Subject to Section 5.10, following the Fourth Restatement Effective Date and so long as the Collateral and Guarantee
Release Date has not occurred, with respect to each Loan Party that owns Material Real Property (including any Subsidiary that
becomes a Guarantor pursuant to Section 5.9), such Loan Party shall:


 


(i)                
no later than thirty (30) days (or such longer period as the Administrative Agent may agree in its sole discretion) after
the later of (x) the date such Person becomes a Loan Party and (y) the date that any Material Real Property is acquired
by such Loan Party, deliver to the Administrative Agent information identifying such Material Real Property and the relevant filing
offices for Mortgages with respect to such Material Real Property; and


 






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(ii)             
no later than ninety (90) days (or such longer period as the Administrative Agent may agree in its sole discretion) after
the later of (x) the date such Person becomes a Loan Party and (y) the date that any Material Real Property is acquired
by such Loan Party satisfy the Real Property Collateral Requirement.


 


(d)              
Notwithstanding anything herein or in any other Loan Document to the contrary, the Loan Parties shall not be required to
comply with Section 5.9(c)(ii) or 5.10(a) with respect to a Material Real Property unless and until (i) the Administrative
Agent shall have provided at least forty-five (45) days’ prior notice to the Lenders that a Mortgage is expected to be entered
into with respect to such Material Real Property (which notice requirement may, in the case of any Mortgage required to be entered
into pursuant to Section 5.10(a), be satisfied by the posting by the Administrative Agent of Schedule 1.1 to the Platform),
(ii) each Lender shall have advised the Administrative Agent in writing that it has completed its due diligence with respect to
any applicable flood insurance requirements relating to such Material Real Property and (iii) the Administrative Agent shall have
provided the Lead Borrower with written notice of the satisfaction of the requirements in the foregoing clauses (i) and
(ii) and shall have requested, in a writing delivered to the Lead Borrower, that such Loan Parties comply with the applicable
requirements of Section 5.9(c)(ii) or 5.10(a), which compliance shall not be required until the later of (x) the
dates provided for in Section 5.9(c) or 5.10(a), as applicable, and (y) the date that is ten (10) Business Days (or
such longer period as the Administrative Agent may agree in its sole discretion) after such written notice is delivered to the
Lead Borrower pursuant to this clause (iii).


 


Section 5.10    
Post-Closing Conditions.


 


(a)              
Notwithstanding anything to the contrary in any Loan Document, no later than ninety (90) days after the Fourth Restatement
Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion; provided, however,
that such date shall be automatically extended if the survey requirement may not be performed because of snow ground cover), so
long as the Collateral and Guarantee Release Date has not occurred, the Lead Borrower shall cause, for each Material Real Property,
the Real Property Collateral Requirement to be satisfied (to the extent not satisfied on or prior to the Fourth Restatement Effective
Date).


 


(b)              
Notwithstanding anything to the contrary in any Loan Document, no later than thirty (30) days after the Fourth Restatement
Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion), so long as the Collateral
and Guarantee Release Date has not occurred, the Lead Borrower shall deliver to the Administrative Agent the Specified Pledged
Note (as defined in the Security Agreement) along with any instruments of transfer in respect thereof in accordance with Section
2.02 of the Security Agreement.


 






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(c)              
[Reserved].


 


(d)              
Notwithstanding anything to the contrary in any Loan Document, no later than 60 days after the Fourth Restatement Effective
Date (or such longer period as the Administrative Agent may agree in its sole discretion), so long as the Collateral and Guarantee
Release Date has not occurred, the Lead Borrower shall deliver to the Administrative Agent insurance certificates and customary
insurance endorsements evidencing that each policy of insurance described in Section 5.5(c) names the Administrative Agent
as an additional insured (solely in the case of liability insurance) or loss payee (solely in the case of property insurance),
as applicable.


 


Section 5.11    
Further Assurances.


 


(a)              
[Reserved].


 


(b)              
At any time prior to the Collateral and Guarantee Release Date, the Lead Borrower shall, or shall cause each applicable
Loan Party to, promptly upon reasonable request by the Administrative Agent, (i) correct any material defect or error that may
be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument
relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register
any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably
request from time to time in order to carry out more effectively the purposes of the Intercreditor Agreement (if in effect) or
the Collateral Documents, to the extent required pursuant to the Collateral Documents. At any time prior to the Collateral and
Guarantee Release Date, if the Administrative Agent reasonably determines that it is required by applicable law to have appraisals
prepared in respect of the Mortgaged Property of any Loan Party, the Lead Borrower shall cooperate with the Administrative Agent
to obtain appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA.


 


ARTICLE VI


 


Negative Covenants


 


Until the
Commitments have expired or terminated and the principal of and interest on each Loan and all fees and other Obligations
payable hereunder have been paid in full (other than Secured Swap Obligations, Secured Cash Management Obligations, Secured
Bilateral LC Obligations, indemnities and other contingent obligations not then due and payable and as to which no claim has
been made and Letters of Credit that have been cash collateralized pursuant to arrangements mutually agreed between the
applicable Issuing Bank and the Lead Borrower or with respect to which other arrangements have been made that are
satisfactory to the applicable Issuing Bank), each of Holdings and the Borrowers covenants and agrees with the Lenders and
the Issuing Banks that:


 






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Section 6.1        
Subsidiary Indebtedness. Holdings will not permit any Non-Guarantor Subsidiary to create, incur, assume or permit
to exist any Indebtedness, except (a) Permitted Indebtedness, (b) Guarantees of Indebtedness of any Subsidiaries of Holdings
other than the Lead Borrower and (c) any other Indebtedness incurred by the Non-Guarantor Subsidiaries; provided that
any such Indebtedness incurred by the Non-Guarantor Subsidiaries of the types referred to in clauses (a) and (b) of the definition
of “Indebtedness” shall be limited to an aggregate principal amount at any time outstanding not to exceed an amount
equal to 15% of Consolidated Total Assets on a Pro Forma Basis as at the last day of the most recently ended fiscal quarter for
which financial statements have been (or were required to be) furnished to the Administrative Agent pursuant to Section 5.1(a)
or (b), as the case may be; provided further that no violation of the proviso to clause (c) hereof shall occur solely
as a result of any reduction in Consolidated Total Assets if at the time the respective Indebtedness was incurred such Indebtedness
was permitted within the limitations established by the proviso to clause (c) hereof.


 


Section 6.2        
Liens. Holdings will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist
any Lien on any property or asset now owned or hereafter acquired by it except:


 


(a)              
Permitted Encumbrances;


 


(b)              
any Lien on any property or asset of any Loan Party or any of its Subsidiaries existing on the Fourth Restatement Effective
Date and set forth in Schedule 6.2; provided that (i) such Lien shall not apply to any other property or asset of
such Loan Party or Subsidiary (other than proceeds of the sale or other disposition thereof and other than improvements, developments,
repairs, renewals, replacements, additions and accessions of or to such property) and (ii) such Lien and any replacements thereof
shall secure only those obligations which it secures on the Fourth Restatement Effective Date and any modifications, extensions,
exchanges, renewals, refinancings, refundings, and replacements of such obligations that do not increase the outstanding principal
amount thereof (except to the extent of any interest, original issue discount, penalties, reasonable fees, expenses and premium
incurred in connection therewith); provided, further, that this Section 6.2(b) shall not apply to any Lien
securing the Existing CF Notes;


 


(c)               any
Lien existing on any property or asset prior to the acquisition thereof by Holdings or any Subsidiary (and on
improvements, leases, installations, developments, repairs, renewals, replacements, additions, general intangibles,
accessions, and proceeds related thereto) or existing on any property or asset of any Person that becomes a Subsidiary or is
merged with or into or consolidated with Holdings or any Subsidiary after the Fourth Restatement Effective Date prior to the
time such Person becomes a Subsidiary or is merged with or into or consolidated with Holdings or any Subsidiary (and on
improvements, leases, installations, developments, repairs, renewals, replacements, additions, general intangibles,
accessions, and proceeds related thereto); provided that (i) such Lien shall not apply to any other property or assets
of Holdings or any Subsidiary (other than improvements, installations, developments, repairs, renewals, replacements,
additions and accessions of or to such property), (ii) such Lien and any replacements thereof shall secure only those
commitments and obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary or
is merged with or into or consolidated with Holdings or any Subsidiary, as the case may be, and any modifications,
extensions, exchanges, renewals, refinancings, refundings, and replacements thereof that do not increase the commitments and
obligations thereunder (except to the extent of any reasonable fees, expenses and premium incurred in connection therewith)
and (iii) such liens were not incurred in connection with, or in contemplation of, any such acquisition;


 






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(d)              
Liens on property, plant and equipment acquired, constructed, leased, installed, repaired, developed or improved by Holdings
or any Subsidiary; provided that (i) such security interests secure Indebtedness that is not prohibited by Section 6.1,
as applicable, (ii) such security interests and the Indebtedness secured thereby are initially incurred prior to or within
270 days after such acquisition or the completion of such construction, lease, installation, repair, development or improvement,
(iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing, leasing, installing, repairing,
developing or improving such property, plant and equipment and (iv) such security interests shall not apply to any other property
or assets of Holdings or any Subsidiary (other than improvements, installations, repairs, developments, renewals, replacements,
additions and accessions of or to such property);


 


(e)              
any interest or title of a lessor, sublessor, lessee, sublessee, licensee, sublicensee, licensor or sublicensor under any
lease or license agreement not prohibited by this Agreement and in the ordinary course of business;


 


(f)               
Liens in connection with the operation of cash management programs and any statutory or common law provision relating to
banker’s Liens, rights of set-off, revocation, refund, chargeback, overdraft or similar rights and remedies as to deposit,
securities and commodities accounts or other funds maintained with a creditor depository institution or a securities or commodities
intermediary in the ordinary course of business and not with the intent of granting security;


 


(g)              
Liens of sellers of goods to Holdings or any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code
or similar provisions of applicable law in the ordinary course of business;


 


(h)              
Liens in favor of customs and revenue authorities arising by operation of law to secure payment of customs duties in connection
with the importation of goods;


 


(i)                
Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code;


 


(j)                
Liens securing purchase money Indebtedness of Holdings or any of its Subsidiaries not prohibited by Section 6.1,
as applicable; provided that, such Liens attach only to the property which was purchased with the proceeds of such purchase
money Indebtedness;


 


(k)              
[Reserved];


 


(l)                
Liens in favor of any Loan Party securing obligations of any Loan Party or any Subsidiary and Liens in favor of any Non-Guarantor
Subsidiary securing obligations of any Non-Guarantor Subsidiary;


 






    	 	112	 



     


    

 


(m)            
Liens securing Swap Agreements and obligations thereunder, limited to cash deposits and/or investments not to exceed $300,000,000
in the aggregate and any deposit accounts and/or securities accounts containing only such cash deposits and/or investments;


 


(n)              
Liens on real or personal property subject to the Pooling Agreement;


 


(o)              
[Reserved];


 


(p)              
Liens on Equity Interests in a joint venture owned by Holdings or any of its Subsidiaries securing joint venture obligations
of such joint venture;


 


(q)              
Liens created by Capital Lease Obligations; provided that (x) the Liens created by any such Capital Lease Obligations
attach only to the property leased to Holdings or any of its Subsidiaries pursuant thereto and general intangibles and proceeds
related thereto, and improvements, repairs, renewals, replacements, additions and accessions to the property leased pursuant thereto
and (y) such Liens do not secure Capital Lease Obligations in excess of $250,000,000 at any time outstanding;


 


(r)               
Liens on (i) Margin Stock that is held by Holdings as treasury stock, or (ii) Equity Interests in Terra Nitrogen that
constitutes Margin Stock;


 


(s)               
Liens consisting of an agreement to sell, transfer or dispose of any asset or property (to the extent such sale, transfer
or disposition is not prohibited by Section 6.3);


 


(t)                
Liens on cash or deposits granted in favor of the Swingline Lender or any Issuing Bank to cash collateralize any Defaulting
Lender’s participation in Letters of Credit or Swingline Loans;


 


(u)              
Liens securing financing of insurance premiums incurred in the ordinary course of business;


 


(v)              
Liens created in connection with any Equity Interest repurchase program in favor of any broker, dealer, custodian, trustee
or agent administering or effecting transactions pursuant to an Equity Interest repurchase program;


 


(w)            
Liens associated with the discounting or sale of letters of credit and accounts receivable incurred in the ordinary course
of business;


 


(x)              
Liens attaching solely to cash earnest money deposits in connection with any letter of intent or purchase agreement in connection
with an acquisition or other investment;


 


(y)              
Liens on deposit accounts, securities accounts, cash and Cash Equivalents pursuant to an escrow arrangement or other funding
arrangement pursuant to which such funds will be segregated to pay the purchase price on any acquisition;


 






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(z)              
[Reserved];


 


(aa)           
Liens on trusts, escrow arrangements and other funding arrangements, and any cash, Cash Equivalents, deposit accounts, securities
accounts and trust accounts or other assets arising in connection with the defeasance (whether by covenant or legal defeasance),
satisfaction and discharge or redemption of Indebtedness;


 


(bb)           
so long as the Collateral and Guarantee Release Date has not occurred, Liens securing the Obligations and the obligations
under the Existing CF Notes outstanding as of the Fourth Restatement Effective Date; and


 


(cc)           
Liens not otherwise permitted under this Section 6.2 securing Indebtedness, claims and other liabilities or obligations
then outstanding, not in excess of, in the aggregate at any time, an amount equal to 15% of Consolidated Total Assets on a Pro
Forma Basis as at the last day of the most recently ended fiscal quarter for which financial statements have been (or were required
to be) furnished to the Administrative Agent pursuant to Section 5.1(a) or (b), as the case may be; provided
that no violation of this clause (cc) shall occur solely as a result of any reduction in Consolidated Total Assets if at
the time the respective Indebtedness, claim, liability or other obligation was secured the respective Liens were permitted to be
granted within the limitations established by this clause (cc).


 


Section 6.3        
Fundamental Changes. (i) Neither Holdings nor any Borrower will merge into or consolidate with any other Person
or permit any other Person to merge into or consolidate with it and (ii) Holdings will not, and will not permit any of its Subsidiaries
to, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all
of the assets of Holdings and its Subsidiaries and Excluded Subsidiaries, taken as a whole, to any other Person, and (iii) no UK
Borrower will take any step that would result in (x) a change of its jurisdiction of incorporation from England and Wales or (y)
a change of its “centre of main interest” from England and Wales, except:


 


(a)              
any Person may merge into or consolidate with Holdings or a Borrower in a transaction in which Holdings or such Borrower,
as the case may be, is the surviving Person;


 


(b)              
(i) any Borrower may merge or consolidate with any Person in a transaction in which such Borrower is not the surviving Person
or (ii) any of Holdings, any of the Borrowers and any Subsidiary of Holdings may sell, transfer, lease or otherwise dispose of
(in one transaction or in a series of transactions) all or substantially all of the assets of Holdings and its Subsidiaries and
Excluded Subsidiaries, taken as a whole, or the Equity Interests of all or substantially all of Holdings’ Subsidiaries and
Excluded Subsidiaries, taken as a whole, to any Person (other than its Subsidiaries and Excluded Subsidiaries); provided
that:


 






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(A)              the
surviving Person or the acquiring Person, as applicable, (x) agrees to assume, and has expressly assumed, all of the Loans
and all of such Borrower’s other representations, covenants, conditions and other obligations pursuant to this
Agreement and the other Loan Documents in an agreement in form and substance reasonably satisfactory to the Administrative
Agent, executed and delivered to the Administrative Agent by the surviving Person or the acquiring Person, as applicable, and
(y)(i) in the case of a transaction with the Lead Borrower, shall be a Person organized and existing under the laws of the
United States or any State thereof or the District of Columbia, (ii) in the case of a transaction with a UK Borrower, shall
be a Person organized and existing under the laws of England and Wales and (iii) in the case of a transaction with (x) a
Designated Borrower organized under the laws of the United States or any State thereof or the District of Columbia, shall be
a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia and (y)
a Designated Borrower organized under the laws of any other Designated Borrower Jurisdiction, shall be a Person organized and
existing under the laws of such Designated Borrower Jurisdiction, and in the case of clauses (i) through (iii), such Borrower
shall have (1) procured for the Administrative Agent and each Lender an opinion in form and substance reasonably
satisfactory to the Administrative Agent and from counsel reasonably satisfactory to the Administrative Agent in respect of
such Person and such agreement and covering the matters covered in the opinions delivered pursuant to Section 4.4, as
applicable (in the case of any other Person, to the extent relevant or appropriate in such jurisdiction) and such other
matters as the Administrative Agent may reasonably request and (2) satisfied each of the conditions set forth in paragraphs
(b), (e), (f) and (g) of Section 4.4 (it being understood and agreed each reference therein
to a “Designated Borrower” shall refer instead to such Person for purposes of this clause II);


 


(B)             
immediately after giving effect to such transaction or series of transactions, the Successor Moody’s Ratings and Successor
S&P Ratings applicable to such successor entity shall be no lower than any Moody’s Ratings and S&P Ratings as in
effect immediately prior to giving effect to such transaction or series of transactions;


 


(C)             
immediately before and after giving effect (including pro forma effect) to such transaction or series of transactions, no
Default or Event of Default shall have occurred and be continuing; and


 


(D)            
each Person (other than the applicable Borrower) that is a Guarantor immediately prior to giving effect to such transaction
shall have duly authorized, executed and delivered to the Administrative Agent a reaffirmation agreement in form and substance
reasonably satisfactory to the Administrative Agent in respect of such Person’s Guaranty;


 


(c)              
any of Holdings and any Borrower may sell, transfer, lease or otherwise dispose of (in one transaction or in a series of
transactions) all or substantially all of the assets of Holdings and Holdings’ Subsidiaries and Excluded Subsidiaries, taken
as a whole, or the Equity Interests of all or substantially all of Holdings’ Subsidiaries and Excluded Subsidiaries, taken
as a whole, to one or more of Holdings’ Subsidiaries and Excluded Subsidiaries; provided that immediately before and
after giving effect (including pro forma effect) to such transaction or series of transactions, no Default or Event of Default
shall have occurred and be continuing; and


 






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(d)              
any Subsidiary of Holdings may sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions)
all or substantially all of the assets of Holdings and Holdings’ Subsidiaries and Excluded Subsidiaries, taken as a whole,
or the Equity Interests of all or substantially all of Holdings’ Subsidiaries and Excluded Subsidiaries, taken as a whole,
to one or more of Holdings, any Borrower, any Subsidiary of Holdings and any Excluded Subsidiary;


 


provided that,
in the case of each of paragraphs (a), (b), (c) and (d) above, each UK Borrower shall, after giving effect to such transaction
or transactions, have (x) its jurisdiction of incorporation in England and Wales and (y) its “centre of main interest”
in England and Wales.


 


The foregoing Section
6.3 shall not prohibit dispositions of (i) Margin Stock that is held as treasury stock by Holdings or (ii) Equity Interests
in Terra Nitrogen that constitutes Margin Stock.


 


Section 6.4        
Financial Covenants. (a) Minimum Interest Coverage Ratio. Holdings will not permit the Interest Coverage Ratio
as of the last day of any fiscal quarter to be less than 2.75:1.00.


 


(b)              
Maximum Total Net Leverage Ratio. Holdings will not permit the Total Net Leverage Ratio as of the last day of any
fiscal quarter to be greater than 3.75:1.00 (such maximum ratio, the “Maximum Total Net Leverage Ratio”). Notwithstanding
the foregoing, if during any fiscal quarter any Borrower or Subsidiary consummates a Material Acquisition, then the Lead Borrower
may, by delivery of a Financial Covenant Step-Up Election to the Administrative Agent on or before the date that a Compliance Certificate
is required to be delivered for such fiscal quarter, increase the Maximum Total Net Leverage Ratio to 4.25:1.00 (such increase,
a “Financial Covenant Step-Up”) for the four consecutive fiscal quarters commencing with such fiscal quarter
(the “Financial Covenant Step-Up Period”); provided once a Financial Covenant Step-Up Election has been
made, no subsequent Financial Covenant Step-Up Election may be made unless and until the Maximum Total Net Leverage Ratio is less
than or equal to 3.75:1.00 as of the end of two consecutive fiscal quarters after the end of the Financial Covenant Step-Up Period.


 


Section 6.5        
[Reserved].


 


Section 6.6        
[Reserved].


 


Section 6.7        
[Reserved].


 


Section 6.8         Release
of Collateral and Guarantees. Notwithstanding anything herein or in any other Loan Document to the contrary, if, on any
date, the Collateral and Guarantee Release Conditions have been satisfied and the Lead Borrower shall have delivered notice
in writing to the Administrative Agent certifying the same, then, beginning on such date (the “Collateral
and Guarantee Release Date”), the provisions of each Collateral Document, each Guaranty and each Intercreditor
Agreement (if any) and the provisions set forth herein and in the other Loan Documents that apply only prior to the
Collateral and Release Date (except, in each case, with respect to Holdings and the Lead Borrower in their capacities as a
Guarantor) including, but not limited to, Sections 3.3(b), 3.12, 3.14, 3.16, 5.1(c)(iv), 5.2(b), 5.5(c), 5.5(d), 5.9(a), 5.9(b), 5.9(c), 5.10, 5.11(b), 6.2(bb)
and clauses (o) and (p) and the last paragraph of Article VII shall no longer be applicable (it being
understood that such provisions shall not be reinstated notwithstanding the inability of the Lead Borrower to satisfy the
Collateral and Release Conditions following the Collateral and Guarantee Release Date).


 






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ARTICLE VII


 


Events of Default


 


If any of the following
events (each, an “Event of Default”) shall occur:


 


(a)              
any Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement,
in each case when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment
thereof or otherwise;


 


(b)              
any Borrower shall fail to pay any interest on any Loan, any fee or any Cash Collateral Obligation or any other amount (other
than an amount referred to in clause (a) of this Article) payable under any of the Loan Documents or the Fee Letters, when and
as the same shall become due and payable, and such failure shall continue unremedied for a period of five Business Days;


 


(c)              
any representation or warranty made or deemed made by or on behalf of Holdings or any of its Subsidiaries in this Agreement
or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any certificate,
report, financial statement or other document furnished by or on behalf of Holdings or any of its Subsidiaries pursuant to this
Agreement, any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall
prove to have been incorrect in any material respect when made or deemed made and, if such incorrectness is capable of being remedied
or cured, such incorrectness shall not be remedied or cured by Holdings or such Subsidiary, as the case may be, within ten Business
Days after the date on which the Lead Borrower shall receive written notice thereof from the Administrative Agent (which notice
will be given at the request of any Lender);


 


(d)              
Holdings or any Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.2(a),
Section 5.3 (solely with respect to each Borrower’s existence) or Section 5.8 or in Article VI;


 


(e)              
Holdings or any Borrower shall fail to observe or perform any covenant, condition or agreement applicable to it contained
in any of the Loan Documents to which it is a party (other than those specified in clause (a), (b) or (d) of this Article of this
Agreement) and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent
to the Lead Borrower (which notice will be given at the request of any Lender);


 


(f)               
Holdings or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in
respect of any Material Indebtedness, when and as the same shall become due and payable (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise) and such failure shall have continued after the expiration of any applicable grace
period, if any;





 






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(g)              
any breach or default by Holdings or any Subsidiary occurs that results in any Material Indebtedness becoming due prior
to its scheduled maturity or that enables or permits the holder or holders of any Material Indebtedness or any trustee or agent
on its or their behalf to cause any Material Indebtedness to become due or to require the prepayment, repurchase, redemption or
defeasance thereof, prior to its scheduled maturity, and such breach or default (i) is not waived by such holder or holders of
such Material Indebtedness, or such trustee or agent on its or their behalf in accordance with the terms of such Material Indebtedness
and (ii) continues beyond the expiration of any grace period provided therefor; provided that this clause (g) shall
not apply to (1) secured Indebtedness that becomes due as a result of the voluntary sale, transfer or other disposition of the
property or assets securing such Indebtedness, (2) Indebtedness that becomes due as a result of a notice of voluntary refinancing,
exchange, or conversion thereof that is permitted thereunder, so long as such refinancing, exchange or conversion is consummated,
or such notice is duly withdrawn, in accordance with the terms of such Indebtedness or (3) Indebtedness held in whole or in part
by any Lender or any of their respective affiliates (as such term is used in Regulation U issued by the Board) that becomes due
or enables or permits the holders thereof to cause such Indebtedness to become due solely as a result of a breach of terms governing
the sale, pledge or disposal of Margin Stock and would cause this Agreement or any Loan to be subject to the margin requirements
or any other restriction under Regulation U;


 


(h)              
an involuntary proceeding shall be commenced or an involuntary petition shall be filed in any court of competent jurisdiction
seeking (i) liquidation, reorganization or other relief in respect of Holdings or any of its Material Subsidiaries or its debts,
or of a substantial part of its assets, under any Debtor Relief Law or (ii) the appointment of a receiver, trustee, custodian,
sequestrator, conservator, interim receiver, liquidator, receiver and manager, administrative receiver, administrator, insolvency
practitioner or similar official for Holdings or any of its Material Subsidiaries 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 by such court;


 


(i)               
Holdings or any of its Material Subsidiaries shall (i) voluntarily commence any proceeding or file any petition seeking
liquidation, reorganization or other relief under any Debtor Relief Law, (ii) consent to the institution of, or fail to contest
in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent
to the appointment of a receiver, trustee, custodian, sequestrator, conservator, interim receiver, liquidator, receiver and manager,
administrative receiver, administrator, insolvency practitioner or similar official for Holdings or any of its Material Subsidiaries
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 corporate or other organizational
action for the purpose of effecting any of the foregoing;


 


(j)               
Holdings or any of its Material Subsidiaries shall become unable, admit in writing its inability or fail generally to pay
its debts as they become due;


 


(k)               one
or more final non-appealable judgments for the payment of money in excess of $200,000,000 in the aggregate shall be rendered
by a court of competent jurisdiction against Holdings, any of its Subsidiaries or any combination thereof, and
Holdings’ or such Subsidiary’s financial obligation with respect to such judgment exceeds $200,000,000 in the
aggregate (to the extent not paid or covered by a reputable and solvent independent third-party insurance company (other than
normal deductibles) which has not disputed coverage or indemnity) and the same shall remain undischarged, unpaid or
unsatisfied for a period of 60 consecutive days during which execution shall not be effectively stayed, or any action shall
be legally taken by a judgment creditor to attach or levy upon any assets of Holdings or any Subsidiary to enforce any such
judgment and such action shall not be stayed;


 






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(l)               
one or more ERISA Events shall have occurred that, when taken together with all other ERISA Events that have occurred, would
reasonably be expected to have a Material Adverse Effect;


 


(m)             
a Change of Control shall occur;


 


(n)              
except as released in accordance with Section 6.8 or Section 9.17 of this Agreement, any Guaranty shall fail
to remain in full force and effect as to any Guarantor or any action shall be taken to discontinue or to assert the invalidity
or unenforceability of any Guaranty, or any Guarantor shall deny that it has any further liability under a Guaranty, or shall give
written notice to such effect;


 


(o)               so
long as the Collateral and Guarantee Release Date has not occurred, subject to Section 5.10, and except as
released in accordance with Section 9.17, any material provision of any Loan Document, at any time after its execution
and delivery and except as otherwise as permitted hereunder or thereunder or as a result of acts or omissions by the
Administrative Agent or any Lender or the satisfaction in full of all the Obligations (other than Secured Swap Obligations,
Secured Cash Management Obligations, Secured Bilateral LC Obligations, indemnities and other contingent obligations with
respect to which no claim for reimbursement has been made and Letters of Credit that have been cash collateralized pursuant
to arrangements mutually agreed between the applicable Issuing Bank and the Lead Borrower or with respect to which other
arrangements have been made that are satisfactory to the applicable Issuing Bank), ceases to be in full force and effect; or
any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document or the validity or
priority of a Lien as required by the Collateral Documents on a material portion of the Collateral; or any Loan Party denies
in writing that it has any or further liability or obligation under any Loan Document except as otherwise permitted hereunder
or thereunder, or as a result of repayment in full of the Obligations (other than Secured Swap Obligations, Secured Cash
Management Obligations, Secured Bilateral LC Obligations, indemnities and other contingent obligations with respect to which
no claim for reimbursement has been made and Letters of Credit that have been cash collateralized pursuant to arrangements
mutually agreed between the applicable Issuing Bank and the Lead Borrower or with respect to which other arrangements have
been made that are satisfactory to the applicable Issuing Bank) and termination of the Commitments), or purports in writing
to revoke or rescind any Loan Document except as otherwise permitted hereunder or thereunder, or as a result of repayment in
full of the Obligations (other than Secured Swap Obligations, Secured Cash Management Obligations, Secured Bilateral LC
Obligations, indemnities and other contingent obligations with respect to which no claim for reimbursement has been made and
Letters of Credit that have been cash collateralized pursuant to arrangements mutually agreed between the applicable Issuing
Bank and the Lead Borrower or with respect to which other arrangements have been made that are satisfactory to the applicable
Issuing Bank) and termination of the Commitments); or


 






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(p)              
so long as the Collateral and Guarantee Release Date has not occurred, subject to Sections 5.9 and 5.10, and
except as released in accordance with Section 9.17, any Collateral Document after the delivery and effectiveness thereof
shall cease to create a valid and perfected Lien, to the extent and in the manner required under such Collateral Document and,
with the priority required by such Collateral Document, on and security interest in any material portion of the Collateral taken
as a whole, subject to Liens permitted under Section 6.2, (i) except to the extent that any such loss of perfection
or priority results from the failure of the Administrative Agent to maintain possession of certificates actually delivered to it
representing Equity Interests or promissory notes pledged under the Collateral Documents or to file Uniform Commercial Code financing
statements or continuation statements, Intellectual Property Security Agreements (to the extent executed and delivered to the Administrative
Agent) or Mortgages (to the extent executed and delivered to the Administrative Agent), (ii) except for any failure due to
foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries, (iii) except as to Collateral
consisting of real property to the extent that such losses are covered by the Administrative Agent’s or a lender’s
title insurance policy and such insurer has accepted liability and has agreed to pay such claim and (iv) except to the extent that
the Loan Parties take such action as the Administrative Agent may reasonably request to remedy such loss of perfection or priority
and such loss of perfection or priority is in fact remedied within thirty (30) days;


 


then, and in every such
event (other than an event with respect to Holdings or any Borrower described in clause (h) or (i) of this Article),
and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required
Lenders shall, by notice to the Lead Borrower, take either or both of the following actions, at the same or different times: (i) terminate
the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due
and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter (at any time
during the continuance of such event) be declared to be due and payable), and thereupon the principal of the Loans so declared
to be due and payable, together with accrued interest thereon and all fees and other Obligations of the Loan Parties accrued hereunder,
shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby
waived by Holdings and each Borrower; and in case of any event with respect to Holdings or any Borrower described in clause
(h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other Obligations of the Loan Parties accrued hereunder, shall automatically
become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Holdings
and each Borrower.


 


So long as the Collateral
and Guarantee Release Date has not occurred, if an Event of Default shall have occurred and be continuing, the Administrative Agent
may apply, at such time or times as the Administrative Agent may elect, all or any part of the proceeds constituting Collateral
in payment of the Obligations (and in the event the Loans and other Obligations are accelerated pursuant to the preceding sentence,
the Administrative Agent shall, from time to time, apply the proceeds constituting Collateral, and all other amounts received on
account of the Obligations), in accordance with Section 4.02 of the Security Agreement.


 






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ARTICLE VIII


 


The Administrative
Agent


 


Each of the Lenders (in
its capacities as a Lender, a potential Hedge Bank and a potential Bilateral LC Provider), the Swingline Lender and each of the
Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take
such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the
other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Except, in each case, as set
forth in the sixth paragraph of this Article, the provisions of this Article are solely for the benefit of the Administrative Agent
and the Lenders, and no Borrower shall have rights as a third-party beneficiary of any of such provisions.


 


The Person serving as
the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative
Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to and generally
engage in any kind of business with any Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative
Agent hereunder and without any duty to account therefor to the Lenders.


 


The Administrative
Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents.
Without limiting the generality of the foregoing, the Administrative Agent: (a) shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is continuing, (b) shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated
hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing as directed by the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided
in Section 9.2 or in the other Loan Documents); provided that the Administrative Agent shall not be required to
take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that
is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation
of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of
a Defaulting Lender in violation of any Debtor Relief Law, and (c) shall not, except as expressly set forth herein and
in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information
relating to any Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative
Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not
taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders
as shall be necessary under the circumstances as provided in Section 9.2) or (ii) in the absence of its own gross
negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable
decision). The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice
thereof is given to the Administrative Agent by the Lead Borrower or a Lender, and the Administrative Agent shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or
in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document
delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or
other terms or conditions set forth herein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or
(v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of
items expressly required to be delivered to the Administrative Agent.


 






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The Administrative Agent
shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also
may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by
its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory
to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making
of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for any Borrower), independent accountants
and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice
of any such counsel, accountants or experts.


 


The Administrative Agent
may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by
the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights
and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any
such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative
Agent.


 






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Subject to the
appointment and acceptance of a successor Administrative Agent as provided in this paragraph, (a) the Administrative Agent
may resign at any time by giving 15 Business Days’ prior written notice to the Lenders, the Swingline Lender, the
Issuing Banks and the Lead Borrower and (b) the Lead Borrower may remove the Administrative Agent at any time on and after
the date that the Administrative Agent or any of its direct or indirect parent companies satisfies any provision of clause
(d) of the definition of “Defaulting Lender”, by giving written notice to the Administrative Agent, each Lender,
the Swingline Lender and each Issuing Bank. Any such resignation or removal hereunder shall also constitute the
Administrative Agent’s resignation or removal as an Issuing Bank and Swingline Lender, in which case the resigning or
removed Administrative Agent shall not be required to issue any further Letters of Credit or make any additional Swingline
Loans hereunder, and shall maintain all of its rights as an Issuing Bank or Swingline Lender, as the case may be (as a
Defaulting Lender, in the case of its removal pursuant to clause (b) above), with respect to any Letters of Credit issued by
it, or Swingline Loans made by it, prior to the date of such resignation. Upon any such removal, the Lead Borrower shall have
the right to appoint a successor Administrative Agent, which shall be a commercial bank having a combined capital and surplus
of at least $200,000,000 with an office in New York, New York, or an Affiliate of any such commercial bank with an office in
New York, New York. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Lead
Borrower, to appoint a successor, which shall be a commercial bank having a combined capital and surplus of at least
$200,000,000 with an office in New York, New York, or an Affiliate of any such commercial bank with an office in New York,
New York; provided that, in the event that such successor or Administrative Agent appointed by the Required Lenders is
not Citibank or any of its Affiliates, and so long as no Event of Default shall have occurred and be continuing, the Lead
Borrower shall have the right to approve such successor Administrative Agent (such approval not to be unreasonably
withheld or delayed). If, following the resignation of the Administrative Agent, no successor shall have been so appointed by
the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks,
appoint a successor Administrative Agent meeting the qualifications set forth above; provided that, in the event that
such successor Administrative Agent appointed by the resigning Administrative Agent is not Citibank or any of its Affiliates,
and so long as no Event of Default shall have occurred and be continuing, the Lead Borrower shall have the right to approve
such successor Administrative Agent (such approval not to be unreasonably withheld or delayed). Upon the removal of the
Administrative Agent by the Lead Borrower as provided above, or upon the resignation effective date established in the
Administrative Agent’s resignation notice and regardless of whether a successor Administrative Agent has been appointed
and accepted such appointment, (i) the removed or retiring Administrative Agent’s resignation or removal shall
nevertheless become effective and the removed or retiring Administrative Agent shall be discharged from its duties and
obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this
Article) and (ii) except for amount owed or otherwise payable from time to time to the retiring Administrative Agent under
the Loan Documents, all payments, communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as a
successor Administrative Agent is appointed in accordance with the terms of this paragraph. The fees payable by Holdings or
the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise
agreed between the Lead Borrower and such successor. After the Administrative Agent’s resignation hereunder, the
provisions of this Article and Section 9.3 shall continue in effect for the benefit of such retiring Administrative
Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of
them while it was acting as Administrative Agent. Upon the acceptance of its appointment as Administrative Agent hereunder by
a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the
removed, retiring or retired Administrative Agent.


 


In case of the
pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the
Administrative Agent (irrespective of whether the principal of any Loan, any reimbursement obligation in respect of any LC
Disbursement or any Cash Collateral Obligation shall then be due and payable as herein expressed or by declaration or
otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled
and empowered (but not obligated) by intervention in such proceeding or otherwise: (x) to file and prove a claim for the
whole amount of the principal and interest owing and unpaid in respect of the Loans, any reimbursement obligation in respect
of any LC Disbursement, any Cash Collateral Obligation and all other Obligations that are owing and unpaid and to file such
other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the
Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the
Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel and all other amounts due the
Lenders, the Issuing Banks and the Administrative Agent under Section 2.11 and 9.3) allowed in such judicial
proceeding; and (y) to collect and receive any monies or other property payable or deliverable on any such claims and to
distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in
any such judicial proceeding is hereby authorized by each Lender and each Issuing Bank to make such payments to the
Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to
the Lenders and the Issuing Bank, to pay to the Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other
amounts due the Administrative Agent under Section 2.11 and 9.3.


 






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Each Lender acknowledges
that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties
and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or
any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan
Document or any related agreement or any document furnished hereunder or thereunder.


 


Anything herein to the
contrary notwithstanding, the Arrangers, and each Syndication Agent shall not have any powers, duties or responsibilities under
this Agreement or any of the other Loan Documents, except in their respective capacities, as applicable, as the Administrative
Agent or a Lender hereunder.


 


The Lenders and
each other Secured Party (by becoming a party hereto or otherwise obtaining the benefit of any Guaranty or any Collateral)
irrevocably authorize and direct the Administrative Agent to act as agent with respect to the Collateral under each of the
Collateral Documents and to enter into the Loan Documents relating to the Collateral for the benefit of the Lenders and the
other Secured Parties. Each Lender and each other Secured party (by becoming a party hereto or otherwise obtaining the
benefit of any Guaranty or any Collateral) agrees that any action taken by the Administrative Agent, any Issuing Bank or the
Required Lenders (or, where required by the express terms hereof, a different proportion of the Lenders) in accordance with
the provisions hereof and of the other Loan Documents and the exercise by the Administrative Agent, any Issuing Bank or the
Required Lenders (or, where required by the express terms hereof, a different proportion of the Lenders) of the powers set
forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and
binding upon all of the Lenders and the other Secured Parties. Without limiting the generality of the foregoing, the
Administrative Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting
agent for the Secured Parties with respect to all payments and collections arising in connection herewith and with the Loan
Documents relating to the Collateral; (ii) execute and deliver each Loan Document relating to the Collateral and accept
delivery of each such agreement delivered by Holdings or any of its Subsidiaries, (iii) act as agent for the Secured Parties
for purposes stated therein to the extent such action is provided for under the Loan Documents; (iv) manage, supervise and
otherwise deal with the Collateral; (v) take such action as is necessary or desirable to maintain the perfection and priority
of the security interests and Liens created or purported to be created by the Loan Documents, and (vi) except as may be
otherwise specifically restricted by the terms hereof or of any other Loan Document, exercise all remedies given to the
Administrative Agent or any other Person with respect to the Collateral under the Loan Documents relating thereto,
applicable law, or otherwise.


 






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The Lenders and each
other Secured Party (by becoming a party hereto or otherwise obtaining the benefit of any Guaranty or any Collateral) irrevocably
authorize (i) any Guarantor to be released from its obligations under any Guaranty as contemplated by Section 9.17
and (ii) the Administrative Agent to acknowledge the release of such Guarantor from its obligations under such Guaranty and
take any other actions in connection therewith, in each case in accordance with Section 9.17. Upon request by the Administrative
Agent at any time, the Required Lenders will reaffirm in writing the authorization granted in the immediately preceding sentence.


 


In addition, the Lenders
and each other Secured Party (by becoming a party hereto or otherwise obtaining the benefit of any Guaranty or any Collateral)
irrevocably agree that any Lien on any property granted to or held by the Administrative Agent under any Loan Document shall be
automatically released or subordinated, as applicable, and hereby irrevocably authorize and direct the Administrative Agent to
release or subordinate any such Lien, in each case as contemplated by Section 9.17, and to execute, deliver, and file all
documents reasonably requested by the Lead Borrower in connection therewith.


 


ARTICLE IX


 


Miscellaneous


 


Section 9.1        
Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone
or electronic communications (and subject to paragraph (b) below), all notices and other communications provided for herein shall
be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy,
as follows:


 


(i)                 
if to Holdings and/or the Lead Borrower, to it, care of Holdings, at 4 Parkway North, Suite 400, Deerfield, IL 60015-2590
Attention: Treasurer, Telephone: (847) 405-2400; Telecopier: (847) 405-2711; E-mail: dswenson@cfindustries.com;


 


(ii)                
if to the Administrative Agent, to it at 1615 Brett Road, OPS III, New Castle, DE 19720, Attention: Agency Operations, Telecopier:
(646) 274-5080; Email: GLAgentOfficeOps@citi.com; with a copy to AgencyABTFSupport@citi.com;


 






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(iii)               
if to the Swingline Lender, to it at 1615 Brett Road, OPS III, New Castle, DE 19720, Attention: Agency Operations; Telecopier
(646) 274-5080; Email: GLAgentOfficeOps@citi.com; with a copy to AgencyABTFSupport@citi.com; and


 


(iv)               
if to any other Lender or Issuing Bank, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.


 


Notices and other communications
sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received;
notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during
normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day
for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection
(b) below, shall be effective as provided in such subsection (b).


 


(b)              
Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant
to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article
II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent, Holdings or the
Lead Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or
communications.


 


(c)              
Any party hereto may change its address, telecopy number or electronic mail address for notices and other communications
hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date of receipt.


 


Each Borrower agrees
that the Administrative Agent may make the Communications (as defined below) available to the Lenders by posting the Communications
on DebtDomain or another similar electronic system (the “Platform”). THE PLATFORM IS PROVIDED “AS IS”
AND “AS AVAILABLE.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly
disclaim liability for errors or omissions in the communications effected thereby (the “Communications”). No
warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose,
non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection
with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively,
the “Agent Parties”) be responsible or liable for damages arising from the unauthorized use by others of information
or other materials obtained through internet, electronic, telecommunications or other information transmission, except to the extent
that such damages have resulted from the willful misconduct, bad faith or gross negligence of such Agent Party (as determined in
a final, non-appealable judgment by a court of competent jurisdiction).


 






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Section 9.2         Waivers;
Amendments. (a) No failure or delay by the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender in
exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right
or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and
remedies of the Administrative Agent, the Swingline Lender, the Issuing Banks and the Lenders hereunder and under the other
Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or consent to any departure therefrom by any Loan Party party thereto shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section 9.2, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default,
regardless of whether the Administrative Agent, any Lender, the Swingline Lender or any Issuing Bank may have had notice or
knowledge of such Default at the time.


 


(b)              
Except as provided for below, this Agreement or any provision hereof may not be waived, amended or modified except pursuant
to an agreement or agreements in writing entered into by the Lead Borrower and the Required Lenders, or by the Lead Borrower and
the Administrative Agent with the consent of the Required Lenders (except that the Administrative Agent and the Lead Borrower may
enter into any amendment of this Agreement in order to correct any obvious error or any immaterial technical error or omission
therein without the consent of the Required Lenders); provided, however, that no such amendment, waiver or consent
shall:


 


(i)              
extend or increase the Commitment of any Lender without the written consent of such Lender (it being understood that any
amendment or waiver to any condition precedent in Section 4.02 or any amendment or waiver with respect to a mandatory prepayment
or mandatory reduction of the Commitments shall not constitute an extension or increase in the Commitment of any Lender);


 


(ii)             
reduce the principal amount of any Loan of any Lender or any reimbursement obligation owed in respect of any LC Disbursement
made by any Issuing Bank or reduce the rate of interest thereon, or reduce any fees payable to any Lender hereunder, without the
written consent of such Lender;


 


(iii)             
postpone the scheduled date of payment of the principal amount of any Loan of any Lender or any reimbursement obligation
owed in respect of any LC Disbursement made by any Issuing Bank, or any interest thereon, or any fees payable to any Lender hereunder,
or reduce the amount of, waive or excuse any such payment to any Lender, or postpone the scheduled date of expiration of any Lender’s
Commitment, without the written consent of such Lender; provided, however, that notwithstanding clause (ii) or (iii) of
this Section 9.2(b), only the consent of the Required Lenders shall be necessary to waive any obligation of any Borrower
to pay interest at the default rate set forth in Section 2.12(c);


 


(iv)             change Section
2.17(b), Section 2.17(c) or any other Section hereof providing for the ratable treatment of the Lenders, in each
case in a manner that would alter the pro rata sharing of payments required thereby, or change the definition of
“Applicable Percentage”, in each case without the written consent of each Lender directly and adversely affected
thereby (it being understood that the transactions contemplated in Section 2.19, Section 2.20 and Section
2.21 shall not be deemed to alter such pro rata sharing of payments);


 






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(v)              
release (w) the Lead Borrower from Guaranteeing the Obligations of any other Borrower, (x) Holdings from Guaranteeing the
Obligations, (y) all or substantially all of the Guarantors or (z) all or substantially all of the Collateral under the Loan Documents,
in each case without the written consent of each Lender, except as expressly provided in each Guaranty and Security Agreement,
as applicable, and except to the extent the release of any Guarantor or such Collateral (i) is permitted pursuant to Article
VIII or Section 9.17 or (ii) occurs in connection with the Collateral and Guarantee Release Date (in each case, such
release is automatic);


 


(vi)             
change any of the provisions of this Section 9.2 or the percentage referred to in the definition of “Required
Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify
any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;


 


(vii)            
change the definition of “Alternative Currency” or “Designated Borrower Jurisdiction”, in each case,
without the written consent of each Lender; or


 


(viii)           
waive any condition set forth in Section 4.4 without the written consent of each Lender.


 


(c)               
Notwithstanding anything to the contrary herein:


 


(i)                
no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing
Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, such Issuing Bank or the
Swingline Lender, as the case may be;


 


(ii)              
no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment,
waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent
of the applicable Lenders other than Defaulting Lenders), except that:


 


(iii)             
the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and


 


(iv)             
any waiver, amendment or modification requiring the consent of all Lenders or each directly and adversely affected Lender
that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting
Lender,


 


(d)              
this Agreement may be waived, amended or modified as contemplated by Section 2.13(b), Section 2.19, Section
2.20, Section 2.21 and as otherwise specified in any other provision of this Agreement, subject in each case only to
the consent of the parties described in such provision as being required for such amendment to become effective; and


 






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(e)              
each Lender hereby irrevocably authorizes and directs the Administrative Agent on its behalf, and without further consent,
to enter into amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent reasonably
deems appropriate in order to correct any errors or omissions, if the Administrative Agent and the Lead Borrower shall have jointly
identified an obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the
Loan Documents.


 


Section 9.3        
Expenses; Indemnity; Damage Waiver. (a) Each of Holdings and the Lead Borrower agrees to pay (i) all reasonable and
documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers and their respective Affiliates, including,
without limitation, the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative
Agent and the Arrangers, taken as a whole, and, if reasonably necessary, one local counsel to the Administrative Agent and the
Arrangers, taken as a whole, in each appropriate jurisdiction and, solely in the case of an actual or perceived conflict of interest,
one additional counsel to the affected Persons, taken as a whole, in each case, in connection with the syndication of the credit
facilities provided for herein, the preparation, execution, delivery and administration of this Agreement, any other Loan Document
or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby
or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent, the Swingline Lender, any Issuing Bank and the Lenders, including, without limitation, the reasonable and documented fees,
disbursements and other charges of one firm of counsel for the Administrative Agent and all the Lenders, taken as a whole, and,
if reasonably required, one local counsel to all such Persons as necessary in each appropriate jurisdiction and, solely in the
case of an actual or perceived conflict of interest, one additional counsel for the affected Persons, taken as a whole, in each
case, in connection with the enforcement of the Loan Documents, including its rights under this Section 9.3, or in connection
with the Loans made or Letters of Credit issued hereunder, including all reasonable and documented out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit if a Default has occurred and is
continuing.


 


(b)               Each
of Holdings and the Lead Borrower agrees, on a joint and several basis, to indemnify the Administrative Agent, each Arranger,
each Issuing Bank, the Swingline Lender and each Lender, and their respective Related Parties (each such Person being called
an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages and
liabilities arising out of or relating to any investigation, litigation or proceeding against any Indemnitee by any
third party or by any Borrower or any other Loan Party related to (i) the execution or delivery of this Agreement or any
other Loan Document, the performance by the parties hereto of their respective obligations hereunder or the consummation of
the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the
proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the
documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii)
the release of Hazardous Materials at any property or facility currently or formerly owned, leased or operated by Holdings or
any of its subsidiaries, or any other Environmental Liability related in any way to Holdings or its subsidiaries, in each
case regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third
party or any Borrower or any Affiliate of any Borrower), including the reasonable and documented legal or other out-of-pocket
expenses, fees, charges and disbursements of one counsel for any Indemnitee in connection with the investigation or defense
thereof; provided that such indemnity shall not, as to any Indemnitee, be available (v) with respect to Indemnified
Taxes or Other Taxes that are indemnifiable under Section 2.16, (w) with respect to Excluded Taxes, (x) to the extent
that such losses, claims, damages and liabilities are determined by a court of competent jurisdiction by final and
non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y)
if arising from a material breach by such Indemnitee or one of its Affiliates of its express obligations under this Agreement
or any other Loan Document (as determined by a court of competent jurisdiction by final and non-appealable judgment), but
excluding actions of an Indemnitee of an administrative nature performed by the Administrative Agent in its capacity as such
or (z) if arising from any dispute between and among Indemnitees that does not involve an act or omission by Holdings or any
of its Subsidiaries (as determined by a court of competent jurisdiction by final and non-appealable judgment) other than any
proceeding against the Administrative Agent, any Arranger, any Issuing Bank or the Swingline Lender in their respective
capacities. This Section 9.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses,
claims, damages or liabilities arising from any non-Tax claim.


 






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(c)              
To the extent that any of Holdings or the Lead Borrower fails to pay any amount required to be paid by it to the Administrative
Agent, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section 9.3, each Lender severally agrees
to pay to the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable
Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount
(it being understood that such Borrower’s failure to pay any such amount shall not relieve such Borrower of any default in
the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense,
as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in
its capacity as such.


 


(d)              
Without limiting in any way the indemnification obligations of any of Holdings or the Lead Borrower pursuant to Section
9.3(b) or of the Lenders pursuant to Section 9.3(c), to the extent permitted by applicable law, each party hereto shall
not assert, and hereby waives, any claim against any Indemnitee or any Borrower or any of its Subsidiaries, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactions,
any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (d) shall relieve
any Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages
asserted against such Indemnitee by a third party. No Indemnitee shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications,
electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby, other than for direct or actual damages resulting from the gross negligence, bad faith or willful
misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.


 






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(e)              
All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.


 


Section 9.4        
Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues
any Letter of Credit), except that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder
(except pursuant to a transaction permitted by Section 6.3) without the prior written consent of each Lender (and any attempted
assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this Section 9.4. Nothing in this Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided
in paragraph (c) of this Section 9.4) and, to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this
Agreement.


 


(b)              
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans
at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:


 


(A)            
the Lead Borrower, provided that no consent of the Lead Borrower shall be required for an assignment to a Lender,
an Affiliate of a Lender, an Approved Fund or, if an Event of Default listed in any of paragraphs (a), (b), (h) or (i) of Article
VII has occurred and is continuing, any other assignee and provided further that the Lead Borrower shall be deemed to
have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 10 Business
Days after having received notice thereof;


 


(B)             
each Issuing Bank, with respect to the Revolving Loans and Commitments;


 


(C)             
the Swingline Lender, with respect to the Revolving Loans and Commitments; and


 


(D)            
the Administrative Agent.


 


(ii)             
Assignments shall be subject to the following additional conditions:


 


(A)             except
in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire
remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of
the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 (or a greater amount that is
an integral multiple of $1,000,000) unless each of the Lead Borrower and the Administrative Agent otherwise consent (such
consent not to be unreasonably withheld or delayed); provided that no such consent of the Lead Borrower shall be
required if an Event of Default has occurred and is continuing;


 






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(B)            
each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights
and obligations under this Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate
part of all the assigning Lender’s rights and obligations in respect to one Class of Commitments or Loans;


 


(C)            
the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together
with a processing and recordation fee of $3,500 (which fee may be waived by the Administrative Agent in its sole discretion); provided
that no such processing and recordation fee shall be payable in connection with an assignment by or to Goldman Sachs Bank USA or
any Affiliate thereof;


 


(D)            
the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in
which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public
information about the Borrowers and their Related Parties or their respective securities) will be made available and who may receive
such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state
securities laws;


 


(E)             
no such assignment shall be made to (i) any Loan Party nor any Affiliate of a Loan Party or (ii) any Defaulting Lender or
any of its subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described
in this clause (ii); and


 


(F)              in
connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be
effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment
shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof
as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of the Lead Borrower and the Administrative Agent, the applicable pro
rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable
assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such
Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon), and (y) acquire (and
fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage.
Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder
shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of
such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.


 






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For the purposes of this
Section 9.4, the term “Approved Fund” has the following meaning:


 


“Approved Fund”
means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar
extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate
of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


(iii)           
Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section 9.4, from and after the
effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of
the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and
the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from
its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to
the benefits of Section 2.14, Section 2.15, Section 2.16 and Section 9.3); provided, that except
to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver
or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.4 shall be
treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance
with paragraph (c) of this Section 9.4.


 


(iv)            
The Administrative Agent, acting for this purpose as a nonfiduciary agent of the Borrowers, shall maintain at one of its
offices in the United States a copy of each Assignment and Assumption delivered to it and a register for the recordation of the
names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements (and any stated
interest thereon) owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The
entries in the Register shall be conclusive (absent manifest error), and the Borrowers, the Administrative Agent, the Issuing Banks
and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder
for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the
Lead Borrower and the Administrative Agent and its Affiliates and, as to entries pertaining to it, any Issuing Bank and any Lender,
at any reasonable time and from time to time upon reasonable prior notice. The Loans (including principal and interest) are registered
obligations and the right, title, and interest of any Lender or its assigns in and to such Loans shall be transferable only upon
notation of such transfer in the Register.


 






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(v)               Upon
its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the
assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section 9.4 and any written consent to such
assignment required by paragraph (b) of this Section 9.4, the Administrative Agent shall accept such Assignment and
Assumption and record the information contained therein in the Register; provided that if either the assigning Lender
or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.6(b), Section
2.17(d) or Section 9.3(c), the Administrative Agent shall have no obligation to accept such Assignment and
Assumption and record the information therein in the Register unless and until such payment shall have been made in full,
together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has
been recorded in the Register as provided in this paragraph.


 


(vi)             
At the time of each assignment pursuant to this Section 9.4 to a Person that is not already a Lender hereunder, the
respective assignee Lender shall, to the extent legally entitled to do so, provide to the Administrative Agent and the Lead Borrower
the appropriate IRS forms, certificates and other information described in Section 2.16. To the extent that an assignment
of all or any portion of a Lender’s Loans or Commitments and related outstanding Obligations pursuant to this Agreement would,
at the time of such assignment, result in increased costs under Sections 2.14, 2.15 or 2.16 from those being
charged by the respective assigning Lender prior to such assignment, then no Borrower shall be obligated to pay such increased
costs (although the Borrowers, in accordance with and pursuant to the other provisions of this Agreement, shall be obligated to
pay any other increased costs of the type described above resulting from changes after the date of the respective assignment).


 


(c)               (i)
Any Lender may, without the consent of the Lead Borrower, the Administrative Agent, any Issuing Bank or the Swingline Lender,
sell participations to one or more banks or other entities (but not to Holdings or any Subsidiary thereof or any
natural person) (a “Participant”) in all or a portion of such Lender’s rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such
Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agent, the Issuing
Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such
a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.2(b) that affects such Participant. Subject to paragraph (c)(iii) of this Section
9.4, each Borrower agrees that each Participant shall be entitled to the benefits of Section 2.14, Section
2.15 and Section 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section 9.4; provided that such Participant shall not be entitled to receive
any greater payment under Section 2.14, Section 2.15 or Section 2.16 with respect to any participation,
than its participating Lender would have been entitled to receive; provided, further that such Participant agrees to
be subject to the obligations outlined in Section 2.16 as though it were a Lender. To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 9.8 as though it were a Lender, provided such
Participant agrees to be subject to Section 2.17(c) as though it were a Lender.


 






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(ii)             
Each Lender that sells a participation shall, acting solely for this purpose as a nonfiduciary agent of the Borrowers, maintain
a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each
Participant’s interest in the obligations under this Agreement (the “Participant Register”); provided
that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the
identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of
Credit or other obligations under this Agreement) except to the Borrowers as provided in Section 9.4(c)(i) or to the extent
that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered
form under Section 5f.103-1(c) of the United States Treasury Regulations and/or Section 1.163-5 of the proposed United States Treasury
Regulations. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility
for maintaining any Participant Register. The entries in the Participant Register shall be conclusive absent manifest error, and
such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all
purposes of this Agreement notwithstanding any notice to the contrary.


 


(iii)           
A Participant shall not be entitled to receive any greater payment under Section 2.14 or Section 2.16 than
the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant
that would be a Foreign Lender or a Lender that is incorporated in a jurisdiction other than that in which the relevant Borrower
is incorporated if it were a Lender shall not be entitled to the benefits of Section 2.16 unless the Lead Borrower is notified
of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section
2.16(f) and Section 2.16(g) as though it were a Lender.


 


(d)              
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal
Reserve Bank, and this Section 9.4 shall not apply to any such pledge or assignment of a security interest; provided
that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute
any such pledgee or assignee for such Lender as a party hereto.


 


Section 9.5         Survival.
All covenants, agreements, representations and warranties made by Holdings or any Borrower herein and in the certificates or
other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans,
regardless of any investigation made by any such other party or on its behalf and notwithstanding that the
Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so
long as the Commitments have not expired or terminated. The provisions of Section 2.14, Section 2.15, Section
2.16 and Section 9.3 and Article VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the
Commitments, the resignation of the Administrative Agent, the replacement of any Lender, or the termination of this Agreement
or any provision hereof.


 






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Section 9.6        
Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute
a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to
the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any
and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section
4.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative
Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto,
and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means (including
in .pdf format) shall be effective as delivery of a manually executed counterpart of this Agreement.


 


Section 9.7        
Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the
validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section
9.7, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall
be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, then such provisions shall be deemed
to be in effect only to the extent not so limited.


 


Section 9.8         Right
of Setoff. If an Event of Default shall have occurred and be continuing, the Administrative Agent, each Issuing Bank, the
Swingline Lender and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by
law and subject to Section 9.25, to set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held by, and other obligations at any time owing by the Administrative Agent, such Issuing
Bank, the Swingline Lender or such Lender (or any branch or agencies thereof, wherever located) to or for the credit or the
account of any Loan Party against any of and all the Obligations of the Loan Parties now or hereafter existing under this
Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under the Loan Documents
and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise
any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further
application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated by such
Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders,
and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail
the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of the
Administrative Agent, each Issuing Bank, the Swingline Lender and each Lender under this Section 9.8 are in addition
to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender, the Swingline Lender
and each Issuing Bank agrees to notify the Lead Borrower and the Administrative Agent promptly after any such setoff and
application; provided that the failure to give such notice shall not affect the validity of such setoff and
application.


 






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Section 9.9        
Governing Law; Jurisdiction; Consent to Service of Process; Appointment of Service of Process Agent. (a) THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


(b)              
Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of
the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating
to this Agreement and/or any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Agreement or in any Loan Document shall affect any right that the Administrative
Agent, any Issuing Bank, the Swingline Lender, or any Lender may otherwise have to bring any action or proceeding relating to this
Agreement against any other party hereto or its properties in the courts of any jurisdiction.


 


(c)              
Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively
do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of
or relating to this Agreement or any Loan Document in any court referred to in paragraph (b) of this Section 9.9. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.


 


(d)              
Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section
9.1. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted
by law. Each Designated Borrower that is a Foreign Subsidiary of Holdings agrees that the failure by Holdings or any other duly
appointed agent for service of process to notify such Designated Borrower of such process will not invalidate the proceedings concerned.


 


(e)               Each
Designated Borrower that is a Foreign Subsidiary of Holdings hereby irrevocably designates, appoints and empowers the Lead
Borrower as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its
property, service of any and all legal process, summons, notices and documents that may be served in any such action
or proceeding and the Lead Borrower hereby accepts such designation and appointment.


 






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Section 9.10    
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
AND/OR TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR ANY APPLICABLE LOAN DOCUMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


Section 9.11    
Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only,
are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


Section 9.12     Confidentiality.
(a) Subject to the provisions of clause (b) of this Section 9.12, each of the Administrative Agent, each Issuing Bank,
the Swingline Lender, and each Lender agrees to maintain the confidentiality of the Information (as defined below), except
that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and will agree to keep such Information confidential in accordance
with this Section 9.12) who are directly involved in the Transactions on a confidential and need-to-know
basis, (ii) as may be compelled in a judicial or administrative proceeding or as otherwise required by law or requested
by any Governmental Authority having jurisdiction over such Administrative Agent, Issuing Bank, the Swingline Lender, or
Lender, as applicable, or its Affiliates (in which case such Person shall, except with respect to any audit or examination
conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority,
(x) promptly notify the Lead Borrower in advance of such disclosure, to the extent permitted by law and (y) so furnish only
that portion of such Information which the applicable Person is legally required to disclose), (iii) to the extent required
by applicable laws or regulations or by any subpoena or similar legal process (in which case such Administrative Agent,
Issuing Bank, the Swingline Lender, or Lender, as applicable, shall (x) promptly notify the Lead Borrower in advance of such
disclosure and the opportunity to obtain a protective order in respect thereof if no conflict exists with such Person’s
governmental, regulatory or legal requirements to the extent permitted by law and (y) so furnish only that portion of such
Information which the applicable Person is legally required to disclose), (iv) to any other party to this Agreement, (v) in
connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any
other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions
substantially the same as, and no less restrictive than, those of this Section 9.12, to (x) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or
(y) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Loan
Parties and their obligations, (vii) with the prior written consent of the Lead Borrower and (viii) to the extent such
Information (x) becomes publicly available other than as a result of a breach of this Section 9.12 or by
the respective Lender or agent or (y) becomes available to the Administrative Agent, any Issuing Bank, the Swingline Lender,
or any Lender on a nonconfidential basis from a source other than any Loan Party that is not, to the knowledge of such
Administrative Agent, Issuing Bank, Swingline Lender or Lender, subject to confidentiality obligations to any Loan Party. For
the purposes of this Section 9.12, “Information” means all information received from any Loan Party
or any of its Subsidiaries or Excluded Subsidiaries relating to any Loan Party or any of its Subsidiaries or Excluded
Subsidiaries or its business, other than any such information that is available to the Administrative Agent, the Issuing
Bank, the Swingline Lender, or any Lender on a nonconfidential basis prior to disclosure by such Loan Party from a source
other than a Loan Party. Any Person required to maintain the confidentiality of Information as provided in this Section
9.12 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.


 






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(b)              
Each of Holdings and the Borrowers hereby acknowledges and agrees that each Lender may share with any of its Affiliates,
and such Affiliates may share with such Lender, any Information related to Holdings or any of its Subsidiaries (including, without
limitation, any non-public customer Information regarding the creditworthiness of Holdings and its Subsidiaries), provided
that such Persons shall be subject to the provisions of this Section 9.12 to the same extent as such Lender.


 


(c)              
EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a) FURNISHED TO IT PURSUANT TO THIS AGREEMENT
MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING HOLDINGS, THE BORROWERS AND THEIR RESPECTIVE SUBSIDIARIES OR THEIR RESPECTIVE
SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT
IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND
STATE SECURITIES LAWS.


 


(d)               ALL INFORMATION AS DEFINED IN SECTION 9.12(a), INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY HOLDINGS,
ANY BORROWER, ANY OF THEIR RESPECTIVE SUBSIDIARIES OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING,
THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE LOAN PARTIES AND
THEIR RESPECTIVE SUBSIDIARIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO HOLDINGS, EACH BORROWER AND
THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION
THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.


 






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Section 9.13    
Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable
to any Loan or participation in any LC Disbursement, together with all fees, charges and other amounts which are treated as interest
on such Loan or LC Disbursement or participation therein under applicable law (collectively the “Charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received
or reserved by the Lender holding such Loan or LC Disbursement or participation therein in accordance with applicable law, the
rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited
to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan or
LC Disbursement or participation therein but were not payable as a result of the operation of this Section 9.13 shall be
cumulated and the interest and Charges payable to such Lender in respect of other Loans or LC Disbursements or participations therein
or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon
at the Overnight Rate to the date of repayment, shall have been received by such Lender.


 


Section 9.14    
No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction contemplated hereby (including
in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of Holdings and the
Borrowers acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that: (i) (A) the arranging and
other services regarding this Agreement provided by the Administrative Agent, each Arranger, each Syndication Agent, each Issuing
Bank, the Swingline Lender and the Lenders are arm’s-length commercial transactions between Holdings and the Borrowers, on
the one hand, and the Administrative Agent, each Arranger, the Syndication Agent, each Issuing Bank, the Swingline Lender and the
Lenders, on the other hand, (B) each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent
it has deemed appropriate, and (C) each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions
of the Transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, each Arranger,
each Syndication Agent, each Issuing Bank, the Swingline Lender and the Lenders is and has been acting solely as a principal and,
except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent
or fiduciary for Holdings or any of its Subsidiaries, or any other Person in connection with the Loan Documents and (B) neither
the Administrative Agent, any Arranger, any Syndication Agent, any Issuing Bank, the Swingline Lender nor any Lender has any obligation
to Holdings or any Borrower with respect to the Transactions contemplated hereby except those obligations expressly set forth herein
and in the other Loan Documents; and (iii) the Administrative Agent, each Arranger, each Syndication Agent, each Issuing Bank,
the Swingline Lender and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of Holdings and the Borrowers, and neither the Administrative Agent, any Arranger, any Syndication
Agent, any Issuing Bank, the Swingline Lender nor any Lender has any obligation to disclose any of such interests to Holdings or
any Borrower.


 


Section 9.15     Electronic
Execution of Assignments and Certain Other Documents. The words “execution,”
“signed,” “signature,” and words of like import in any Loan Document, Assignment and Assumption or in
any amendment or other modification hereof or thereof (including waivers and consents) shall be deemed to include electronic
signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the
extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act.


 






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Section 9.16    
USA PATRIOT Act. Each Lender that is subject to the requirements of the USA PATRIOT Act hereby notifies each Borrower
that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies
each Borrower and each Guarantor, which information includes the name and address of each Borrower and each Guarantor and other
information that will allow such Lender to identify each Borrower in accordance with the USA PATRIOT Act.


 


Section 9.17     Release
of Guarantors and Collateral. (a) If (i) in compliance with the terms and provisions of this Agreement, all or
substantially all of the Equity Interests of any Guarantor (other than Holdings, the Lead Borrower and each of the
other Borrowers (unless a successor assumes the obligations of such Borrower in a transaction permitted under Section
6.3)) are sold, transferred or otherwise disposed of to a Person or Persons other than Holdings or its Subsidiaries (so
that such Guarantor is no longer a “Subsidiary”), (ii) a Guarantor (other than Holdings, the Lead Borrower or any
other Borrower) (x) ceases to be (or substantially simultaneously with its release as a Guarantor will cease to be, including
as a result of such Subsidiary ceasing to be a Borrower hereunder) a guarantor of any Indebtedness for borrowed money (other
than Permitted Indebtedness) of Holdings, the Lead Borrower and/or any other Loan Party in an aggregate principal amount in
excess of $150,000,000 or (y) is not (or substantially simultaneously with its release as a Guarantor will cease to be,
including as a result of such Subsidiary ceasing to be a Borrower hereunder) a guarantor of the Existing CF Notes,
(iii) a Guarantor becomes an Exempt Subsidiary, or (iv) as expressly provided in any Guaranty or Guaranty Joinder
Agreement, then, in the case of clauses (i) through (iv), such Guarantor may, and in the discretion of the Lead Borrower upon
notice in writing to the Administrative Agent specifying the reason for such release shall, be released from its Guaranty and
all of its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party (including its
obligations to pledge and grant any Collateral owned by it pursuant to the Collateral Documents) and any pledge of the Equity
Interests in such Guarantor and the Collateral owned by such Guarantor, in each case pursuant to the Collateral Documents,
shall be automatically released, and thereafter such Person shall no longer constitute a Guarantor (or a grantor or pledgor)
under the Loan Documents. Upon the occurrence of the Collateral and Guarantee Release Date, each Guarantor (other than
Holdings, the Lead Borrower and any other Borrower) shall be released from its Guaranty and all of its obligations under the
Guaranty Agreement and the other Loan Documents to which it is a party (including its obligations to pledge and grant any
Collateral owned by it pursuant to the Collateral Documents) and any pledge of the Equity Interests in such Guarantor and the
Collateral owned by such Guarantor, in each case pursuant to the Collateral Documents, shall be automatically released,
and thereafter such Person shall no longer constitute a Guarantor (or a grantor or pledgor) under the Loan Documents. Neither
Holdings nor the Lead Borrower nor any other Borrower (except to the extent provided for in Section 9.17(b) below), shall be
released from its obligations under any Loan Document except upon termination of the Commitments and payment in full of all
Obligations (other than Secured Swap Obligations, Secured Cash Management Obligations, Secured Bilateral LC Obligations,
indemnities and other contingent obligations with respect to which no claim for reimbursement has been made and Letters of
Credit that have been cash collateralized pursuant to arrangements mutually agreed between the applicable Issuing Bank and
the Lead Borrower or with respect to which other arrangements have been made that are satisfactory to the applicable Issuing
Bank).


 






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(b)              
Notwithstanding anything to the contrary in any Loan Document, if (i) a Subsidiary is a Guarantor solely as a result of
its designation as a Designated Borrower hereunder (and would not otherwise be required to be a Guarantor pursuant to Section
5.9(a)), and (ii) such designation as a Designated Borrower is terminated in accordance with the terms of this Agreement, then
on and after the date that such Subsidiary ceases to be a Designated Borrower hereunder, such Guarantor may, and in the discretion
of the Lead Borrower upon notice in writing to the Administrative Agent specifying the reason for such release shall, be released
from all of its obligations under this Agreement and the other Loan Documents to which it is a party (including its obligations
to pledge and grant any Collateral owned by it pursuant to the Collateral Documents) and any pledge of the Equity Interests in
such Guarantor and the Collateral owned by such Guarantor, in each case pursuant to the Collateral Documents, shall be automatically
released, and thereafter such Person shall no longer constitute a Guarantor (or a grantor or pledgor) under the Loan Documents,
so long as such Guarantor is released from its obligations as a borrower under, an issuer of, or a guarantor of each item of Indebtedness
described in clause (ii) of Section 9.17(a) above substantially simultaneously with its release as a Guarantor.


 


(c)               Notwithstanding
anything to the contrary in any Loan Document, the Collateral and any other collateral security for the Obligations shall be
released from any security interest or Lien created by the Loan Documents automatically (i) upon termination of the
Commitments and payment in full of all Obligations (other than Secured Swap Obligations, Secured Cash Management
Obligations, Secured Bilateral LC Obligations, indemnities and other contingent obligations with respect to which no claim
for reimbursement has been made and Letters of Credit that have been cash collateralized pursuant to arrangements mutually
agreed between the applicable Issuing Bank and the Lead Borrower or with respect to which other arrangements have been made
that are satisfactory to the applicable Issuing Bank), (ii) upon the Disposition of such Collateral to any Person other than
a Loan Party pursuant to a transaction not restricted by this Agreement (or permitted pursuant to a waiver or consent of a
transaction otherwise prohibited hereby) (and the Administrative Agent may rely conclusively on a certificate to that effect
provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) upon the occurrence of the
Collateral and Guarantee Release Date or the designation of any Subsidiary as an Exempt Subsidiary (with such release being
limited to the Collateral provided by such Subsidiary), (iv) if the release of such Lien is approved, authorized or ratified
in writing by the Required Lenders (except in the case of a release of all or substantially all of the Collateral (other than
in connection with a transaction not restricted by Section 6.3), which release shall require the written consent of
all Lenders), (v) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its
obligations under its Guaranty pursuant to this Section 9.17, or (vi) as expressly provided in any Collateral
Document; and, subject to Section 9.17(d), the Administrative Agent shall then deliver to the Loan Parties all
Collateral and any other collateral held under the Loan Documents and related documents in the custody or possession of such
Person and, if reasonably requested by any Loan Party, shall execute and deliver (to the extent applicable) to such
Loan Party for filing in each office in which any financing statement relative to such collateral, or any part thereof, shall
have been filed, a termination statement under the Uniform Commercial Code or like statute in any other jurisdiction
releasing or evidencing the release of the Administrative Agent’s interest therein, and such other documents and
instruments as any Loan Party may reasonably request at the cost and expense of the Borrowers. In addition, subject to Section
9.17(d) and notwithstanding anything to the contrary in any Loan Document, upon the request of the Lead Borrower and
pursuant to documentation reasonably acceptable to the Administrative Agent, the Administrative Agent may subordinate its
Lien on any Collateral to the holder of any Lien on such Collateral that is permitted under Section 6.2 (other than clause
(cc) thereof). Notwithstanding anything in any Loan Document to the contrary, on, or no later than ten (10) Business Days
after the Collateral and Guarantee Release Date, the Administrative Agent shall file or cause to be filed all Mortgage
releases with respect to each Mortgaged Property and otherwise provide written evidence to the Lead Borrower of the release
of each Mortgage and the suspension of the terms of Section 5.5(d). The Administrative Agent shall not be liable
for any action taken by it at the reasonable request of a Loan Party pursuant to this Section 9.17(c).


 






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(d)              
At the request of the Lead Borrower, the Administrative Agent shall, at the Lead Borrower’s expense, execute such
additional documents as are necessary to acknowledge any such release or subordination, as applicable, in accordance with this
Section 9.17 and in accordance with the applicable Guaranty or Collateral Document, so long as the Lead Borrower shall have
provided the Administrative Agent a certificate, signed by a Responsible Officer of the Lead Borrower, certifying as to satisfaction
of the applicable requirements set forth in this Section 9.17 and the release or subordination, as applicable, of such Guaranty
or Collateral in compliance with this Agreement and the applicable Loan Document.


 


Section 9.18    
Judgment Currency.


 


(a)              
The obligations of the Loan Parties hereunder and under the other Loan Documents to make payments in the applicable Alternative
Currency (pursuant to such obligation, the “Obligation Currency”) shall not be discharged or satisfied by any
tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except
to the extent that such tender or recovery results in the effective receipt by the Administrative Agent or the applicable Lender
of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent or such Lender under this Agreement
or the other Loan Documents. If, for the purpose of obtaining or enforcing judgment against any Borrower or any other Loan Party
in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency
(such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in the Obligation
Currency, the conversion shall be made at the Dollar Equivalent or Alternative Currency Equivalent (as applicable), and in the
case of other currencies, the rate of exchange (as quoted by the Administrative Agent or if the Administrative Agent does not quote
a rate of exchange on such currency, by a known dealer in such currency designated by the Administrative Agent) determined, in
each case, as of the Business Day immediately preceding the day on which the judgment is given (such Business Day being hereinafter
referred to as the “Judgment Currency Conversion Date”).


 






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(b)            
If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual
payment of the amount due, each Borrower covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but
in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at
the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been
purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing
on the Judgment Currency Conversion Date. If any amount paid to the Administrative Agent or the applicable Lender under this Section
9.18 is greater than the amount originally due under this Section 9.18, the Administrative Agent or the applicable Lenders, as
applicable, shall return the excess amount to such Loan Party (or to the Person legally entitled thereto).


 


(c)            
For purposes of determining the Dollar Equivalent or Alternative Currency Equivalent or any other rate of exchange for this
Section 9.18, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation
Currency.


 


Section 9.19     Effect
of the Amendment and Restatement of the Third Amended and Restated Credit Agreement. (a) Upon the occurrence of the
Fourth Restatement Effective Date, (i) the Third Amended and Restated Credit Agreement shall be amended and restated in its
entirety by this Agreement, (ii) each of the commitments of the Existing Lenders under the Third Amended and Restated
Credit Agreement shall be terminated and, to the extent that such Existing Lenders constitute Lenders hereunder, shall be
replaced with their respective Commitments hereunder, (iii) concurrently with the application of funds contemplated by clause
(iv) below, the principal amount of all loans then outstanding under the Third Amended and Restated Credit Agreement (the
“Existing Loans”) shall be deemed to have been repaid in full and Loans in an aggregate principal amount
equal to the aggregate principal amount of the Existing Loans shall be deemed to have been made by the Lenders in accordance
with their Applicable Percentage, except that the interest periods and, if applicable, Eurocurrency Rate applicable to such
Loans shall be the same as those applicable to such Existing Loans and shall not be reset upon such deemed borrowing, (iv)
each Lender that, as a result of the application of the foregoing clause (iii), shall be deemed to hold Loans in an
amount greater than the amount of Existing Loans held by it immediately prior to the Fourth Restatement Effective Date shall
fund an amount equal to such excess to the Administrative Agent in accordance with the provisions of this Agreement, and the
Administrative Agent shall, and is hereby directed by the Lead Borrower to, make such transfers of such funds to such other
Lenders or Existing Lenders or otherwise as shall be necessary to effectuate the provisions of this Section 9.19(a),
(v) any then-existing LC Exposure (as defined in the Third Amended and Restated Credit Agreement) of the Existing Lenders
under the Third Amended and Restated Credit Agreement shall be deemed to have been reallocated as LC Exposure (as defined in
this Agreement) among the Lenders hereunder in accordance with their Applicable Percentages and (vi) all accrued and unpaid
interest and fees (including commitment fees, letter of credit fees and facing fees) and other amounts owing under the Third
Amended and Restated Credit Agreement (except the principal amount of the loans thereunder and to the extent letters of
credit thereunder are converted to Letters of Credit hereunder in accordance with Section 2.5(l)) shall have been
repaid by the borrower under the Third Amended and Restated Credit Agreement, whether or not such interest, fees or other
amounts are actually due and payable at such time pursuant to the Third Amended and Restated Credit Agreement. The
parties hereto acknowledge and agree that, except as otherwise expressly provided herein, this Agreement and the other Loan
Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation of the
Obligations under the Third Amended and Restated Credit Agreement or the other Loan Documents as in effect prior to the
Fourth Restatement Effective Date and which remain outstanding as of the Fourth Restatement Effective Date.


 






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(b)            
This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver
or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms
and conditions of the other Loan Documents remain in full force and effect.


 


(c)            
For purposes of determining withholding Taxes imposed under FATCA, from and after the Fourth Restatement Effective Date,
each Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this
Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).


 






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(d)             Notwithstanding
anything to the contrary herein or in the other Loan Documents, each party hereto (including Holdings, the Lead Borrower and
each Lender constituting a “Lender” under the Third Amended and Restated Credit Agreement, and with such
“Lenders” constituting “Required Lenders” under the Third Amended and Restated Credit
Agreement) agrees that in connection with the foregoing, the Former Agent hereby resigns as “Administrative
Agent” under the Third Amended and Restated Credit Agreement and is hereby discharged from all of its duties and
obligations as “Administrative Agent” under the Third Amended and Restated Credit Agreement and any other
“Loan Documents” (as defined in the Third Amended and Restated Credit Agreement). As of and after the Fourth
Restatement Effective Date, the Administrative Agent and not the Former Agent shall be the Administrative Agent under the
Loan Documents. The parties hereto agree that Morgan Stanley, in its capacity as the Former Agent shall bear no
responsibility or liability for (i) any actions taken or omitted to be taken by the Administrative Agent under this Agreement
or any other Loan Documents or (ii) any event, circumstance, condition or action, arising, in the case of each of clause (i)
and (ii), after the effectiveness of this Agreement, with respect to the Collateral, this Agreement, any other Loan Document,
the Third Amended and Restated Credit Agreement or any other “Loan Document” (as defined in the Third Amended and
Restated Credit Agreement). Concurrently with the effectiveness of this Agreement, all the rights, powers, duties and
obligations of the Former Agent are hereby vested in the Administrative Agent and the Administrative Agent hereby accepts
such vesting of such rights, powers, duties and obligations. The Former Agent makes no representations of any kind, nor
assumes any responsibility or liability whatsoever, with regard to (A) the Collateral (including the
genuineness, enforceability, collectability, value, sufficiency, location or existence thereof), this Agreement, any other
Loan Document, the Third Amended and Restated Credit Agreement or any other “Loan Document” (as defined in the
Third Amended and Restated Credit Agreement) or any documentation or instrument furnished pursuant thereto, (B) the creation,
validity, genuineness, enforceability, sufficiency, value or collectability of the Obligations, (C) the validity, extent,
creation, amount, value or existence of, or the perfection or priority of any lien on, the Collateral, (D) the financial
condition of Holdings, the Lead Borrower or any of their respective Subsidiaries or Affiliates or any other obligor or the
performance or observance by any Person of its obligations under this Agreement, any other Loan Document, the Third Amended
and Restated Credit Agreement or any other “Loan Document” (as defined in the Third Amended and Restated Credit
Agreement), (E) any recital, statement, information, warranty or representation made or delivered by any Person in or in
connection with any Loan Document, (F) the contents of any certificate, report or other document delivered hereunder or in
connection with any Loan Document and (G) the performance or observance of any of the covenants, agreements or other terms or
conditions set forth in any Loan Document. Nothing herein shall limit or be deemed to be an assignment of the rights of the
Former Agent under Section 9.3 of the Third Amended and Restated Credit Agreement with respect to any action or
inaction on the part of the Former Agent prior to the effectiveness of this Agreement or that otherwise survive the
resignation or removal of the Former Agent under the Third Amended and Restated Credit Agreement and each of Holdings,
the Lead Borrower and the Existing Lenders parties hereto reaffirms their respective obligations under Section 9.3 of
the Third Amended and Restated Credit Agreement with respect to any action or inaction on the part of the Former Agent prior
to the effectiveness of this Agreement, which shall remain in full force and effect and continue for the benefit of the
Former Agent. Holdings and the Lead Borrower agree to reimburse the Former Agent promptly upon demand for any reasonable and
documented out-of-pocket fees or expenses whatsoever incurred in connection with the transactions contemplated by this clause
(d). In connection with the resignation under this clause (d) the Administrative Agent and its legal counsel are hereby
authorized to file amendments to any UCC financing statements filed in connection with the Third Amended and Restated Credit
Agreement as necessary and appropriate to perfect any of the security interests or liens in the Collateral and, for the
avoidance of doubt, are also authorized to sign any modifications to the Loan Documents (including any Mortgage
Modifications) necessary and appropriate to perfect any of the security interests or liens in the Collateral. Each Lender
executing this Agreement that is a “Lender” under and as defined in the Third Amended and Restated Credit
Agreement hereby reaffirms the exculpatory provisions of Article VIII of the Third Amended and Restated Credit
Agreement with respect to the Former Agent and acknowledges and agrees to the provisions of this clause (d) in its capacity
as an Existing Lender. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement or any other
Loan Document, the provisions of this clause (d) shall inure to the benefit of the Former Agent and the Former Agent shall be
an intended beneficiary thereof in all respects. Any provision set forth in any “Loan Document” (as defined in
the Third Amended and Restated Credit Agreement) that by its terms expressly survives the termination of such “Loan
Document” (as defined in the Third Amended and Restated Credit Agreement), including, without limitation, the
provisions of Sections 2.14, 2.16, 9.3 and Article VIII of the Third Amended and Restated Credit Agreement, shall, in
each case, continue in effect for the benefit of Morgan Stanley, any sub-agent thereof and/or their respective Related
Parties to the extent set forth in such Loan Document (as defined in the Third Amended and Restated Credit Agreement).


 






    	 	146	 



     


    

 


Section 9.20     Intercreditor
Agreement. The Lenders hereby authorize the Administrative Agent to enter into the Intercreditor Agreement and any other
intercreditor agreement or arrangement permitted under this Agreement and the Lenders acknowledge that any such intercreditor
agreement shall be binding upon the Lenders. Notwithstanding anything herein to the contrary, (i) the Liens granted to the
Administrative Agent pursuant to the Collateral Documents are expressly subject to the Intercreditor Agreement (if in
effect) and any other intercreditor agreement entered into pursuant hereto and (ii) the exercise of any right or remedy by
the Administrative Agent hereunder or under the Intercreditor Agreement (if in effect) and any other intercreditor agreement
entered into pursuant hereto is subject to the limitations and provisions of the Intercreditor Agreement (if in effect) and
any other intercreditor agreement entered into pursuant hereto. In the event of any conflict between the terms of the
Intercreditor Agreement (if in effect) or any other such intercreditor agreement and the terms of this Agreement, the terms
of the Intercreditor Agreement (if in effect) or such other intercreditor agreement, as applicable, shall govern.


 


Section 9.21    
Secured Swap Agreements; Secured Cash Management Obligations; Secured Bilateral LC Facilities. No Hedge Bank, Cash
Management Bank or Bilateral LC Provider that obtains the benefits of any Guarantee or any Collateral by virtue of the provisions
hereof or of any Guarantee or any Collateral Document shall have any right to notice of any action or to consent to, direct or
object to any action hereunder or under any other Loan Document (including any amendment or waiver) or otherwise in respect of
the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case,
only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Section 9.21 to the contrary,
the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made
with respect to, any Secured Swap Obligations, any Secured Cash Management Obligations or any Secured Bilateral LC Obligations
unless the Administrative Agent has received written notice of such Secured Swap Obligations, such Secured Cash Management Obligations
or such Secured Bilateral LC Obligations, as the case may be, together with such supporting documentation as the Administrative
Agent may request, from the applicable Hedge Bank, applicable Cash Management Bank or the applicable Bilateral LC Provider.


 


Section 9.22    
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in
any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured,
may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges
and agrees to be bound by:


 


(a)            the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)            the effects of any Bail-in Action on any such liability, including, if applicable:


 


(i)              a reduction in full or in part or cancellation of any such liability;


 


(ii)             a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such
shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under
this Agreement or any other Loan Document; or


 


(iii)            the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of
any EEA Resolution Authority.


 






    	 	147	 



     


    

 


Section 9.23   
Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee
or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”
and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution
power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution
Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding
that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or
of the United States or any other state of the United States):


 


(a)             In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject
to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support
(and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing
such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would
be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,
obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event
a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime,
Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be
exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised
under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States
or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the
parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported
QFC or any QFC Credit Support.


 


Section 9.24    
Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender
party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being
a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit
of the Borrower or any other Loan Party, that at least one of the following is and will be true:


 


(i)              such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the
Letters of Credit, the Commitments or this Agreement,


 


(ii)
            the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class
exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class
exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain
transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions
involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house
asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and
performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


 






    	 	148	 



     


    

 


(iii)            (A)
such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI
of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,
participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies
the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements
of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or


 


(iv)            such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.


 


(b)             In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender
has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause
(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party,
that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement
(including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan
Document or any documents related hereto or thereto).


 


Section 9.25    
Several Liability. Notwithstanding anything to contrary herein or in any other Loan Document, the Obligations of
each Foreign Designated Borrower are several and not joint and no Foreign Designated Borrower shall be responsible for any other
Borrower’s Obligations or failure to pay its Obligations hereunder.


 


[Remainder of page intentionally
left blank.]


 






    	 	149	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the date first above written.


 


	 	CF INDUSTRIES HOLDINGS, INC.,

as Holdings

	 	 
	 	By:	/s/ Daniel L. Swenson
	 	 	Name:	 Daniel L. Swenson
	 	 	Title:	Vice President, Treasurer and 

Assistant Secretary



 


	 	CF INDUSTRIES, INC.,

as Holdings
	 	 
	 	By:	/s/ Daniel L. Swenson
	 	 	Name:	 Daniel L. Swenson
	 	 	Title:	Vice President, Treasurer and

Assistant Secretary



 






     


     


    

 


	 	CITIBANK, N.A.,

as Administrative Agent
	 	 
	 	By:	/s/ Michael Vondriska
	 	 	Name:	Michael Vondriska
	 	 	Title:	Vice President


 






     


     


    

 


	 	CITIBANK, N.A., as a Lender, Swingline 

Lender and an Issuing Bank,
	 	 
	 	By:	/s/ Michael Vondriska
	 	 	Name:	Michael Vondriska
	 	 	Title:	Vice President


 






     


     


    

 


	 	MORGAN STANLEY BANK, N.A., as a 

Lender and an Issuing Bank
	 	 
	 	By:	/s/ Michael King
	 	 	Name:	Michael King
	 	 	Title:	Authorized Signatory


 






     


     


    

 


	 	MORGAN STANLEY SENIOR FUNDING, 

Inc., as Former Agent
	 	 
	 	By:	/s/ Lisa Hanson
	 	 	Name:	Lisa Hanson
	 	 	Title:	Vice President


 






     


     


    

 





  


	 	GOLDMAN SACHS BANK USA., as a Lender and an Issuing Bank
	 	 
	 	By:	/s/ Ryan Durkin
	 	 	Name:	Ryan Durkin
	 	 	Title:	Authorized Signatory


 






     


     


    

 


	 	BANK OF MONTREAL, CHICAGO BRANCH, as a Lender and an Issuing Bank
	 	 
	 	By:	/s/ Brian L. Banke
	 	 	Name:	Brian L. Banke
	 	 	Title:	Managing Director


 






     


     


    

 


	 	CoBank, ACB, as a Lender and an Issuing Bank
	 	 
	 	By:	/s/ Robert Prickett
	 	 	Name:	Robert Prickett
	 	 	Title:	Vice President


 



     


     


    

 





	 	MUFG BANK, Ltd., as a Lender and an Issuing Bank
	 	 
	 	By:	/s/ Eric Hill
	 	 	Name:	Eric Hill
	 	 	Title:	Authorized Signatory


 






     


     


    

 


	 	The Bank of Nova Scotia, as a Lender and an Issuing Bank
	 	 
	 	By:	/s/ Dave Vishny
	 	 	Name:	Dave Vishny
	 	 	Title:	Managing Director


 






     


     


    

 


	 	Wells Fargo Bank, National Association, as a Lender and an Issuing Bank
	 	 
	 	By:	/s/ Nathan R. Rantala
	 	 	Name:	Nathan R. Rantala
	 	 	Title:	Managing Director


 






     


     


    

 


	 	BANK OF AMERICA, N.A., as a Lender
	 	 
	 	By:	/s/ Brandon Weiss
	 	 	Name:	Brandon Weiss
	 	 	Title:	Vice President


 






     


     


    

 


	 	Canadian Imperial Bank of Commerce, New York Branch, as a Lender
	 	 
	 	By:	/s/ Dominic Sorresso
	 	 	Name:	Dominic Sorresso
	 	 	Title: 	Authorized Signatory
	 	 	 	 
	 	By:	/s/ Melissa E. Brown
	 	 	Name:	Melissa E. Brown
	 	 	Title:	Authorized Signatory


 






     


     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender
	 	 
	 	By:	/s/ Patrick Burnside
	 	 	Name:	Patrick Burnside
	 	 	Title:	Assistant Vice President


 






     


     


    

 


	 	SUNTRUST BANK, as a Lender
	 	 
	 	By:	/s/ Carlos Cruz
	 	 	Name:	Carlos Cruz
	 	 	Title:	Director


 






     


     


    

 


	 	U.S. Bank National Association, as a Lender
	 	 
	 	By:	/s/ Paul E. Rouse
	 	 	Name:	Paul E. Rouse
	 	 	Title:	Vice President


 











     


     


    




 



 


Schedule 1.1


Certain Mortgaged Properties


 


	 	Terminal Name	Address (If Available)1	City	County	State	Tax Pin
	1	Garner	2445 Welch Avenue	Garner	Hancock	Iowa	0822401000
	2	Spencer	3425 180th Avenue	Spencer	Clay	Iowa	9637-08-200-007
	3	Albany	22101 & 23300 River Road North	Cordova	Rock Island 	Illinois	13300011
	4	Cowden	Highway 128 South	Cowden	Shelby	Illinois	0524-10-00-300-003
	0524-10-00-400-004
	0524-10-00-400-007
	0524-10-00-400-009
	0524-10-00-400-012
	0524-11-00-300-005
	0524-11-00-300-010
	0524-14-00-100-001
	5	Kingston Mines	11625 West Wheeler Road	Mapleton	Peoria	Illinois	19-26-200-010
	19-26-426-001
	
        203 & 209 Pearl Street

        215 Pearl Street

        1 Front Street
	Kingston Mines	Peoria	Illinois	19-26-428-002
	19-26-429-001
	19-26-429-002
	19-26-429-003
	19-26-432-001
	19-26-432-002
	19-26-432-003
	19-26-432-004
	19-26-432-005
	19-26-451-001
	19-26-476-001
	6	Peru	8 Terminal Road	Peru	LaSalle	Illinois	17-18-427-000
	17-19-200-000



 





 









1
Addresses are provided for informational purposes only; see recorded mortgages for precise legal descriptions.


 



     


     


    




 


	7	Frankfort	6446 West State Road 28	Frankfort	Clinton	Indiana	12-09-10-400-003.000-020
	12-09-10-400-004.000-020
	12-09-15-201-001.000-020
	12-09-15-201-002.001-020
	12-09-15-201-005.000-020
	8	Huntington	574 East Hosler Road	Huntington	Huntington	Indiana	35-06-07-400-011.500-018
	35-06-07-400-011.600-018
	9	Mt. Vernon	1500 Old Highway 69 South	Mt. Vernon	Posey	Indiana	65-15-18-300-009.000-017
	65-16-13-400-011.000-017
	10	Terra Haute	9905 North US Highway 41	Rosedale	Vigo	Indiana	84-02-12-100-009.000-013
	84-02-12-100-010.000-013
	84-02-12-300-002.000-013
	84-02-12-300-004.000-013
	84-02-12-400-001.000-013
	11	Glenwood	19369 195th Avenue	Glenwood	Pope	Minnesota	09-0382-001
	12	Pine Bend	13040 Pine Bend Trail	Rosemount	Dakota	Minnesota	34-01700-62-010
	13	Palmyra	2834 & 2838 County Road 359	Palmyra	Marion	Missouri	008.02.03.0.00.003.000
	008.02.10.0.00.002.000
	14	Grand Forks	4975 N Washington Street	Grand Forks	Grand Forks	North Dakota	13-2002-00006-000
	15	Velva	1304 Highway 52 West	Velva	McHenry	North Dakota	07-0000-01165-003
	07-0000-01167-000
	07-0000-01178-005
	16	Aurora	1059 W Highway 34 	Aurora	Hamilton	Nebraska	410029203
	17	Ritzville	2082, 2088 N CFI Lane	Ritzville	Adams	Washington	2036130330768
	2036130440001
	2036240200001
	2036240220768
	2037180300001



 



     


     


    




 





Schedule 2.1


 


Commitments


 


	Lender	Commitment	Applicable LC 

Fronting 

Sublimit
	Citibank, N.A.	$75,000,000.00	$15,625,000.00
	Morgan Stanley Bank, N.A.	$75,000,000.00	$15,625,000.00
	Goldman Sachs Bank USA	$75,000,000.00	$15,625,000.00
	Bank of Montreal, Chicago Branch	$60,000,000.00	$15,625,000.00
	CoBank, ACB	$60,000,000.00	$15,625,000.00
	MUFG Bank, Ltd.	$60,000,000.00	$15,625,000.00
	The Bank of Nova Scotia	$60,000,000.00	$15,625,000.00
	Wells Fargo Bank, National Association	$60,000,000.00	$15,625,000.00
	Bank of America, N.A.	$45,000,000.00	$0.00
	Canadian Imperial Bank of Commerce, New York Branch	$45,000,000.00	$0.00
	PNC Bank, National Association	$45,000,000.00	$0.00
	SunTrust Bank	$45,000,000.00	$0.00
	U.S. Bank National Association	$45,000,000.00	$0.00
	Total	$750,000,000.00	$125,000,000.00


 






     


     


    

 


Schedule 2.5(l)


 


Existing Letters of Credit


 


None.


 






     


     


    

 





Schedule 2.16(g)


 


UK Treaty Lenders and UK Non-Bank
Lenders


 


UK Treaty Lenders


 


None.


 


UK Non-Bank Lenders


 


None.


 






     


     


    

 


Schedule 2.17


 


Administrative Agent’s
Office


 


 


1615 Brett Road, OPS III


New Castle, DE 19720


Attention: Agency Operations


Telecopier: (646) 274-5080


Email: GLAgentOfficeOps@citi.com


Copy to: AgencyABTFSupport@citi.com


 






     


     


    

 





Schedule 3.5


 


Excluded Owned Properties


 


	Terminal

 Name	Address (If Available)	City	County	State
	Blair	250 Industrial Park Dr.	Blair	Washington	Nebraska
	Fremont	1949 East County Road S.	Fremont	Dodge	Nebraska



 






     


     


    

 


Schedule 3.12 (a)


 


Subsidiaries


 


	Name of Company	Jurisdiction 	Percentage


Held (Directly

or Indirectly) by Holdings
	Canadian Fertilizers Limited	Alberta, Canada	100
	CF Chemicals, Ltd.	Canada	100
	CF Global Holding Company, LLC	Delaware	100
	CF Industries (Barbados) SRL	Barbados	100
	CF Industries Canada Investment ULC	Alberta, Canada	100
	CF Industries Distribution Facilities, LLC	Delaware	100
	CF Industries Enterprises, LLC	Delaware	100
	CF Industries Employee Services, LLC	Delaware	100
	CF Industries Nitrogen, LLC	Delaware	88.62
	CF Industries Peru S.A.C.	Lima, Peru	100
	CF Industries Sales, LLC	Delaware	100
	CF Industries (UK) Limited	UK	100
	CF Industries, Inc.	Delaware	100
	CF Nitrogen Trinidad Limited	Trinidad and Tobago	100
	CF Fertilisers UK Group Limited	UK	100
	CF Fertilisers UK Limited	UK	100
	CF USA Holdings, LLC	Delaware	100
	CFN Holdings, LLC	Delaware	88.6
	Terra International (Canada) Inc.	Canada	100
	Terra International (Oklahoma) LLC	Delaware	88.6
	Terra Nitrogen, Limited Partnership	Delaware	88.6
	 	 	 	 






 










 






2
Percentage for CF Industries Nitrogen, LLC (CFN) reflects the membership/ownership interests at the time of CFN’s formation
(February 1, 2016). Under the terms of CFN’s limited liability company agreement, each member’s interest will reflect,
over time, the impact of the profitability of CFN, any member contributions made to CFN, and withdrawals and distributions received
from CFN.







 



     


     


    




 


EXECUTION VERSION


 


Schedule 6.2


 


Existing Liens


 


Intellectual Property Liens


 


		1.	A Lien in favor of Harris Trust and Savings Bank pursuant to (a) the Trademark Security Agreement dated 4/19/2000 and recorded
with the United States Patent and Trademark Office on 5/15/2000 at Reel/Frame No. 2082/0349, (b) the Patent Security Agreement
dated 4/19/2000 and recorded with the United States Patent and Trademark Office on 5/8/2000 at Reel/Frame No. 10795/0763 and (c)
the Patent Collateral Agreement dated 3/25/2002 and recorded with the United States Patent and Trademark Office on 4/9/2002 at
Reel/Frame No. 12775/0158



		2.	A Lien in favor of Citicorp North America, Inc. pursuant to (a) the Grant of Security Interest in Trademark Rights dated 12/21/2004
and recorded with the United States Patent and Trademark Office on 2/11/2005 at Reel/Frame No. 3027/0710 and (b) the Grant of Security
Interest in Patent Rights dated 12/21/2004 and recorded with the United States Patent and Trademark Office on 2/11/2005 at Reel/Frame
No. 15667/0936



		3.	A Lien in favor of Citibank, N.A. pursuant to the Trademark Security Agreement dated 4/7/2000 and recorded with the United
States Patent and Trademark Office on 5/18/2000 at Reel/Frame No. 2080/0461



		4.	A Lien in favor of Citicorp USA Inc. pursuant to the Trademark Security Agreement dated 10/10/2001 and recorded with the United
States Patent and Trademark Office on 10/15/2001 at Reel/Frame No. 2382/0352



		5.	A Lien in favor of U.S. Bank National Association dated 05/21/2003 and recorded with the United States Patent and Trademark
Office on 06/11/2003 at Reel/Frame No. 2758/0796



 



     


     


    




 



 


EXHIBIT A


 


FORM OF


ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption
(the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and
between [NAME OF ASSIGNOR] (the “Assignor”) and [NAME OF ASSIGNEE] (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Fourth Amended and Restated Revolving
Credit Agreement identified below (as amended, restated, amended and restated, supplemented, extended and/or otherwise modified
from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.
The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference
and made a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective
Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity
as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under
the facility identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of
action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising
under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein
collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and,
except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.


 


	1.	Assignor:	 	 	 
			[Assignor [is][is not] a Defaulting Lender]	 



 


	2.	Assignee:		 	 
			[and is an Affiliate of [identify Lender]]	 



 


	3.	Lead Borrower:	CF Industries, Inc.



 


	4.	Administrative Agent:	Citibank, N.A., as administrative agent under the Credit Agreement



 






     


     


    

 


Exhibit A

Page 2


 


	5.	Credit Agreement:	Fourth Amended and Restated Revolving Credit Agreement, dated as of December
5, 2019 and as amended, restated, amended and restated, supplemented or otherwise modified from time to time, among CF Industries
Holdings, Inc., as Holdings, CF Industries, Inc., as the Lead Borrower, the Designated Borrowers from time to time party thereto,
the lenders from time to time party thereto, Citibank, N.A., as Administrative Agent, the Issuing Banks from time to time party
thereto and the other parties from time to time party thereto.



 


	6.	Assigned Interest: 	



 


	Aggregate Amount of

 Commitments/Loans

 for all Lenders	Amount of 

Commitments/Loans 

Assigned	Percentage
    Assigned

 of

 Commitments/Loans1
	$	$	%      


 


Effective Date: __________ __, 20__ [TO
BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The Assignee agrees to
deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit
contacts to whom all syndicate-level information (which may contain material non-public information) will be made available
and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including
Federal and state securities laws.


 


The terms set forth in this Assignment and Assumption are hereby
agreed to:


 


		ASSIGNOR



 


	 	[NAME OF ASSIGNOR],



 


		By:  	
		 	Name:
		 	Title:






 





 






1       Set
forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.


 






     


     


    

 


Exhibit A

Page 3


 


		ASSIGNEE



 


		[NAME OF ASSIGNEE],



 


		By:  	
		 	Name:
		 	Title:



 


		Consented to and Accepted:



 


		CITIBANK, N.A., AS ADMINISTRATIVE AGENT,



 


		By:  	
		 	Name:
		 	Title:



 


		[Consented to:



 


		CF INDUSTRIES, INC., as the Lead Borrower



 


		By:  	
		 	Name:
		 	Title:]2



 


		[Consented to:



 


		[ISSUING BANKS],



 


		By:  	
		 	Name:
		 	Title:]3



 





 






2       To
be added only if the consent of the Lead Borrower is required by the terms of the Credit Agreement.


3       To
be added only if the consent of the Issuing Banks is required by the terms of the Credit Agreement.




 






     


     


    

 


Exhibit A

Page 4



 


		[Consented to:



 


		[SWINGLINE LENDER],



 


		By:  	
		 	Name:
		 	Title:]4



 





 






4       To
be added only if the consent of the Swingline Lender is required by the terms of the Credit Agreement.


 






     


     


    

 



 


ANNEX I


 


CF INDUSTRIES, INC. FOURTH AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT


 


Standard Terms and Conditions for

Assignment and Assumption


 


1.       Representations
and Warranties.


 


1.1       Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby
and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of any Borrower,
any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or
observance by any Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under
any Loan Document.


 


1.2.       Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a
Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are
required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the
Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the
Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to
review a copy of the Credit Agreement to the extent it has in its sole discretion deemed necessary, together with copies of
the most recent financial statements delivered pursuant to Section 5.1(a) and 5.1(b) thereof, as applicable,
and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis
and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has
made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v)
attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the
Credit Agreement, duly completed and executed by the Assignee; (b) agrees that it will, independently and without reliance on
the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents;
(c) appoints and authorizes each of the Administrative Agent and the Syndication Agent to take such action as agent on its
behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise
conferred upon the Administrative Agent or the Syndication Agent, as the case may be, by the terms thereof, together with
such powers as are reasonably incidental thereto; and (d) agrees that it will perform in accordance with their terms all
of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.


 






    



     


    

 


Annex I


Page 2


 


2.       Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.


 


3.       Effect
of Assignment. Upon the delivery of a fully executed original hereof to the Administrative Agent, as of the Effective Date,
(i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Assumption, have the
rights and obligations of a Lender thereunder and under the other Loan Documents and (ii) the Assignor shall, to the extent provided
in this Assignment and Assumption, relinquish its rights and be released from its obligations under the Credit Agreement and the
other Loan Documents.


 


4.       General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together
shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy
or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.
THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 






    



     


    

 


EXHIBIT B


 


FORM OF


BORROWING REQUEST


 


Citibank, N.A.,


as Administrative Agent


1615 Brett Road, OPS III


New Castle, DE 19720


Attention: Agency Operations


Facsimile No.: (646) 274-5080


Email: GLAgentOfficeOps@citi.com


Copy to: AgencyABTFSupport@citi.com


 


[Date]


 


Ladies and Gentlemen:


 


The undersigned, CF Industries,
Inc. (the “Lead Borrower”), refers to the Fourth Amended and Restated Revolving Credit Agreement, dated as of
December 5, 2019, among CF Industries Holdings, Inc., as Holdings, CF Industries, Inc., as the Lead Borrower, the Designated Borrowers
from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as administrative agent for the Lenders
(the “Administrative Agent”), the Issuing Banks from time to time party thereto and the other parties from time
to time party thereto (as the same may be amended, restated, amended and restated, modified, extended and/or supplemented from
time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined) and hereby
gives you notice, irrevocably, pursuant to Section 2.3 of the Credit Agreement, that the undersigned hereby requests a Borrowing
under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed
Borrowing”), as required by Section 2.3 of the Credit Agreement:


 


(i)       The
aggregate principal amount of the Proposed Borrowing is [$][C$][€][£][__________________].1


 


(ii)      The
Borrower of the Proposed Borrowing is [___________________].


 


(iii)     The
Business Day of the Proposed Borrowing is [__________, 20__].2


 





 






1       Such
amount to be stated in dollars in the case of ABR Loans or in dollars or the applicable Alternative Currency in the case of Eurocurrency
Loans.


2       For any Borrowing
other than an ABR Borrowing on the Fourth Restatement Effective Date (which may be made upon same-day notice if notice of such
ABR Borrowing is delivered by telecopy or electronic mail by 9:00 a.m. (New York City time) on the Fourth Restatement Effective
Date), the Business Day of the Proposed Borrowing shall be a Business Day at least one Business Day in the case of ABR Loans (or
same day notice in the case of Swingline Loans) and at least three Business Days in the case of Eurocurrency Loans, in each case,
after the date of an executed Borrowing Request; provided that any such notice shall be deemed to have been given on a
certain day only if notice was given by telecopy or electronic mail before 12:00 noon (New York City time) in the case of ABR
Loans or before 11:00 a.m. (New York City time) in the case of Eurocurrency Loans.







 






     




     


    

 





Exhibit B

Page 2










 


(iv)     The
Proposed Borrowing is to consist of [ABR Loans][Eurocurrency Loans].


 


[(v)    The
initial Interest Period for each Eurocurrency Loan made as part of the Proposed Borrowing is [one/two/three/six months][insert
period less than one month or greater than six months]3.]


 


[(vi)    The
currency of the Proposed Borrowing is [___________________].]4


 


(vii)   Funds
for the Proposed Borrowing should be disbursed as follows:


 


	Account Name:	[__________________]
	Bank Name: 	[__________________]
	Bank Location: 	[__________________]
	ABA No.: 	[__________________]
	Account Number:	[__________________]




 


The undersigned
hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:


 


(A)       the
representations and warranties set forth in the Credit Agreement and in the other Loan Documents (other than (x) those set forth
in the Collateral Documents and (y) those set forth in the Credit Agreement and in the other Loan Documents, in each case, that
are not required to be made following the Collateral and Guarantee Release Date) are and will be true and correct in all material
respects, on and as of the date of the Proposed Borrowing, except that (i) to the extent that any such representation or warranty
is stated to relate solely to an earlier date, it was true and correct in all material respects as of such earlier date and (ii)
any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar
language is and will be true and correct in all respects; and


 


(B)       at
the time of and immediately after giving effect to the Proposed Borrowing, no Default or Event of Default has occurred and is continuing
(other than (x) Defaults or Events of Default arising from the Collateral Documents and (y) Defaults or Events of Default set forth
in the Credit Agreement and in the other Loan Documents, in each case, that do not apply following the Collateral and Guarantee
Release Date).


 


[Signature Page Follows]


 





 









3       To be
included for a Proposed Borrowing of Eurocurrency Loans. Interest Periods of greater than six months or less than one month only
available with the consent of each Lender.


4       To be
included for a Proposed Borrowing of Eurocurrency Loans. Specify dollars, Canadian Dollars, Euro or Sterling, as applicable.


 






     




     


    

 





Exhibit B

Page 3










 


The Lead Borrower has
caused this Borrowing Request to be executed and delivered by its duly authorized officer as of the date first written above.


 


	 	Very truly yours,
	 	 
	 	 	CF INDUSTRIES, INC.,
	 	 	 	as the Lead Borrower
	 	 	 	 
	 	 	By:	               
	 	 	 	Name:
	 	 	 	Title:







 






     


     


    

 


EXHIBIT C


 


FORM OF


INTEREST ELECTION REQUEST


 


Citibank, N.A.,


as Administrative Agent


1615 Brett Road, OPS III


New Castle, DE 19720


Attention: Agency Operations


Facsimile No.: (646) 274-5080


Email: GLAgentOfficeOps@citi.com


Copy to: AgencyABTFSupport@citi.com


[Date]


 


 


Ladies and Gentlemen:


 


The undersigned, CF Industries,
Inc. (the “Lead Borrower”), refers to the Fourth Amended and Restated Revolving Credit Agreement, dated as of
December 5, 2019, among CF Industries Holdings, Inc., as Holdings, CF Industries, Inc., as the Lead Borrower, the Designated Borrowers
from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as administrative agent for the Lenders
(the “Administrative Agent”), the Issuing Banks from time to time party thereto and the other parties from time
to time party thereto (as the same may be amended, restated, amended and restated, modified, extended and/or supplemented from
time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), and hereby
gives you notice, irrevocably, pursuant to Section 2.7 of the Credit Agreement, that the undersigned hereby requests to
[convert] [continue] the Borrowing of Loans referred to below, and in that connection sets forth below the
information relating to such [conversion] [continuation] (the “Proposed [Conversion] [Continuation]”)
as required by Section 2.7 of the Credit Agreement:


 


(i)       The
Proposed [Conversion] [Continuation] relates to the Borrowing of Loans originally made on _________ __, 20__
(the “Outstanding Borrowing”) to [___________________] in the principal amount of [$][C$][€][£]__________
and currently maintained as a Borrowing of [ABR Loans] [Eurocurrency Loans with an Interest Period ending on _________
__, ____].


 


(ii)       The
Business Day of the Proposed [Conversion] [Continuation] is [_________ __, ____].1


 


(iii)       The
Outstanding Borrowing shall be [continued as a Borrowing of Eurocurrency Loans with an Interest Period of ______]
[converted into a Borrowing of [ABR Loans] [Eurocurrency Loans with an Interest Period of [one/two/three/six
months][insert period less than one month or greater than six months]2]].3


 


[The undersigned
hereby certifies that no Default or Event of Default has occurred and will be continuing on the date of the Proposed [Conversion]
[Continuation] or will have occurred and be continuing on the date of the Proposed [Conversion] [Continuation]].4


 


[Signature Page Follows]


 





 









1       Shall
be a Business Day at least one Business Day in the case of ABR Loans and at least three Business Days in the case of Eurocurrency
Loans, in each case, after the date hereof, provided that any such notice shall be deemed to have been given on a certain
day only if given by telecopy or electronic mail before 12:00 noon (New York City time) in the case of ABR Loans or before 11:00
a.m. (New York City time) in the case of Eurocurrency Loans.





2       Interest Periods of nine, twelve or less than one month only available with the consent of each Lender.




 3       In the event that either (x) only a portion of the Outstanding Borrowing is to be so converted or continued or (y) the Outstanding Borrowing is to be divided into separate Borrowings with different Interest Periods, the Lead Borrower should make appropriate modifications to this clause to reflect same.




 4       In the case of a Proposed Conversion or Continuation, insert this sentence only in the event that the conversion is from an ABR Loan to a Eurocurrency Loan or in the case of a continuation of a Eurocurrency Loan.









 






     


     


    

 


Exhibit C

Page 2


 


The Lead Borrower has caused this Interest
Election Request to be executed and delivered by its duly authorized officer as of the date first written above.


 


	 	Very truly yours,
	 	 
	 	CF INDUSTRIES, INC.,
	 	 	as the Lead Borrower
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






     


     


    

 


 



 


EXHIBIT D


 


FORM OF


REVOLVING NOTE


 


New York, New York


 


[____________ __, _____]


 


FOR VALUE RECEIVED, [each
of] CF INDUSTRIES, INC., a Delaware corporation [and [name, type of entity and jurisdiction of Designated Borrower]] ([the “Borrower”][together,
the “Borrowers”]), hereby promises [jointly and severally (except as provided under the other Loan Documents)]
to pay to [______________________] or its registered assigns (the “Lender”), in dollars (in the
case of the portion of the principal amount hereof attributable to Loans of the Lender denominated in dollars), Euros (in the case
of the portion of the principal amount hereof attributable to Loans of the Lender denominated in Euros), Sterling (in the case
of the portion of the principal amount hereof attributable to Loans of the Lender denominated in Sterling) and Canadian Dollars
(in the case of the portion of the principal amount hereof attributable to Loans of the Lender denominated in Canadian Dollars),
in Same Day Funds, at the office of CITIBANK, N.A. (the “Administrative Agent”) located at 388 Greenwich Street,
New York, New York, 10013 on the Maturity Date the unpaid principal amount of all Revolving Loans made by the Lender to the Borrower[s]
pursuant to the Credit Agreement, payable at such times, in such amounts and in such currencies as are specified in the Credit
Agreement.


 


[The][Each] Borrower
[jointly and severally (except as provided under the other Loan Documents)] promises to pay to the Lender interest on the unpaid
principal amount of each Loan made by the Lender in like money at said office from the date such Loan is made until paid, at the
rates and at the times provided in Section 2.12 of the Credit Agreement.


 


This Note is one of the
Notes referred to in the Fourth Amended and Restated Revolving Credit Agreement, dated as of December 5, 2019, among CF Industries
Holdings, Inc., as Holdings, CF Industries, Inc., as the Lead Borrower, the Designated Borrowers from time to time party thereto,
the lenders from time to time party thereto, Citibank, N.A., as Administrative Agent, the Issuing Banks from time to time party
thereto and the other parties from time to time party thereto (as the same may be amended, restated, amended and restated, modified,
extended and/or supplemented from time to time, the “Credit Agreement”) and is entitled to the benefits thereof
and of the other Loan Documents. As provided in the Credit Agreement, this Note is subject to voluntary prepayment, in whole or
in part, prior to the Maturity Date and the Loans may be converted from one Type into another Type to the extent provided in the
Credit Agreement. Terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit
Agreement.


 


In case an Event of
Default shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable
in the manner and with the effect provided in the Credit Agreement.


 






     


     


    

 


Exhibit D


Page 2


 


[The][Each] Borrower
hereby waives presentment, demand, protest or notice of any kind in connection with this Note.


 


THIS NOTE SHALL
BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


	 	CF INDUSTRIES, INC.,
	 	 	as the Lead Borrower
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 
	 	[[NAME OF DESIGNATED BORROWER],
	 	 	as a Borrower
	 	 
	 	By:	                                      
	 	 	Name:
	 	 	Title:]




 






     


     


    

 


EXHIBIT E


 


FORM OF


SECOND AMENDED AND RESTATED


GUARANTY AGREEMENT


 


[See attached]


 






     


     


    

 


Exhibit E


Page 2


 


SECOND AMENDED AND RESTATED GUARANTY
AGREEMENT


 


This Second Amended and Restated Guaranty
Agreement, dated as of December 5, 2019 (as amended, modified, restated, amended and restated, and/or supplemented from time to
time, this “Guaranty”), is made by and among CF Industries Holdings, Inc. (“Holdings”), CF
Industries, Inc. (the “Lead Borrower”) and each other entity identified as a “Guarantor” on the
signature pages hereof (each, an “Initial Guarantor” and, together with any other entity that becomes a guarantor
hereunder pursuant to Section 22 hereof, collectively, the “Guarantors”) in favor of Citibank, N.A.,
as administrative agent (together with any successor administrative agent, the “Administrative Agent”), for
the benefit of the Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined
in the Credit Agreement (as defined below) shall be used herein as therein defined.


 


W I  T 
N  E  S  S  E  T  H :


 


WHEREAS, reference is made to (i) the Third
Amended and Restated Revolving Credit Agreement, dated as of September 18, 2015 (as amended as of December 20, 2015, July 29, 2016,
October 31, 2016, March 19, 2018 and November 2, 2018 and as further amended, modified, restated, amended and restated and/or supplemented
from time to time prior to but not including the Fourth Restatement Effective Date, the “Existing Credit Agreement”),
among Holdings, the Lead Borrower, the Designated Borrowers from time to time party thereto, the lenders from time to time party
thereto, Morgan Stanley Senior Funding, Inc., as the administrative agent (the “Existing Administrative Agent”),
the issuing banks from time to time party thereto and the other parties from time to time party thereto, providing for the making
of Loans to, and the issuance of, and participation in, Letters of Credit, all as contemplated therein and (ii) the Amended and
Restated Guaranty Agreement, dated as of November 21, 2016 (the “Existing Guaranty Agreement”), by Holdings,
the Lead Borrower and the guarantors party thereto in favor of the Existing Administrative Agent;


 


WHEREAS, Holdings, the Lead Borrower, the
Existing Administrative Agent, certain of the lenders party to the Existing Credit Agreement and certain of the issuing banks party
to the Existing Credit Agreement have agreed to amend and restate the Existing Credit Agreement by entering into that certain Fourth
Amended and Restated Revolving Credit Agreement, dated as of December 5, 2019 (as amended, modified, restated, amended and restated,
and/or supplemented from time to time, including through amendments and restatements thereof in its entirety, being hereinafter
referred to as the “Credit Agreement”);


 


WHEREAS, the Lenders party to the Credit
Agreement have agreed to make Loans, and the Issuing Banks party to the Credit Agreement (collectively with the Lenders party to
the Credit Agreement and the Administrative Agent, the “Bank Creditors”) have agreed to issue Letters of Credit,
in each case subject to the terms and conditions set forth in the Credit Agreement;


 


WHEREAS, Holdings, the Lead Borrower
and/or one or more of their Subsidiaries may from time to time be party to (i) one or more Secured Swap Agreements with one
or more Hedge Banks, (ii) one or more Secured Cash Management Agreements with one or more Cash Management Banks and (iii) one
or more Secured Bilateral LC Facilities (together with the Secured Swap Agreements and the Secured Cash Management
Agreements, the “Other Arrangements”) with one or more Bilateral LC Providers (together with the Hedge
Banks and the Cash Management Banks, the “Other Creditors”; the Other Creditors and the Bank Creditors,
collectively, the “Creditors”; provided that the term “Creditors” as used herein shall
not, following the occurrence of the Collateral and Guarantee Release Date, include any Other Creditor (in its capacity as
such);


 






     


     


    

 


Exhibit E


Page 3




 


WHEREAS, it is a condition precedent to
the Fourth Restatement Effective Date that each Initial Guarantor shall have executed and delivered to the Administrative Agent
this Guaranty;


 


WHEREAS, the Borrowers may be required
from time to time in accordance with the terms of the Credit Agreement to cause certain of their Subsidiaries to join this Guaranty
or enter into such other guarantee agreements as provided in the Credit Agreement;


 


WHEREAS, each Guarantor will obtain benefits
from the incurrence of Loans by any Borrower, the issuance of, and participation in, Letters of Credit under the Credit Agreement
and the entering into of Other Arrangements and, accordingly, desires to execute this Guaranty in order to comply with the terms
of the Credit Agreement and to induce the Lenders and the Issuing Banks to make Loans to any Borrower and issue, and/or participate
in, Letters of Credit and to induce the Other Creditors to enter into the Other Arrangements with Holdings, the Lead Borrower and/or
their Subsidiaries; and


 


NOW, THEREFORE, in consideration of the
foregoing and other benefits accruing to each Guarantor, the receipt and sufficiency of which are hereby acknowledged, each Guarantor
hereby makes the following representations and warranties to the Administrative Agent for the benefit of the Creditors and hereby
covenants and agrees with each other Guarantor and the Administrative Agent for the benefit of the Creditors as follows:


 


1. GUARANTY.(a)Each
Guarantor, jointly and severally, irrevocably, absolutely and unconditionally guarantees as a primary obligor and not merely
as surety to the Creditors the full and punctual payment when due (whether at the stated maturity, by required prepayment,
declaration, acceleration, demand or otherwise, as applicable) of all Obligations of the Borrowers and each Guarantor (other
than such Guarantor’s own Obligations, the “Guaranteed Obligations”). Each party hereto understands,
agrees and confirms that, if any or all of the Guaranteed Obligations becomes due and payable, subject to the expiration of
any applicable grace or cure period expressly set forth in the Credit Agreement, the Administrative Agent for the benefit of
the Creditors may enforce this Guaranty up to the full amount of the Guaranteed Obligations against such Guarantor without
proceeding against any other Guarantor (as defined in the Credit Agreement) or any Borrower, and such Guarantor agrees to pay
such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other
Creditors to whom Guaranteed Obligations are owed on demand. Each Guarantor further agrees that the due and punctual payment
of the Obligations of any Borrower may be extended or renewed, in whole or in part, without notice to or further assent from
it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any
Obligation. This Guaranty is a guaranty of payment and not of collection.


 






     


     


    

 


Exhibit E


Page 4




 


(b)       Additionally,
each Guarantor, jointly and severally, unconditionally, absolutely and irrevocably, guarantees the payment of any and all Guaranteed
Obligations whether or not due or payable by any Borrower upon the occurrence in respect of any Borrower of any of the events specified
in Section 7(h) or (i) of the Credit Agreement, and unconditionally, absolutely and irrevocably, jointly and severally, promises
to pay such Guaranteed Obligations to the Creditors, or order, following the occurrence in respect of any Borrower of any of the
events specified in Section 7(h) or (i) of the Credit Agreement, on demand.


 


2. LIABILITY
OF GUARANTORS ABSOLUTE. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional
and is exclusive and independent of any other guaranty of the indebtedness of any Borrower whether executed by such Guarantor,
any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected
or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of
payment by any Borrower or any Loan Party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor
(as defined in the Credit Agreement) as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other
guaranty or undertaking by such Person, (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower,
(e) the failure of a Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty,
(f) any payment made to any Creditor on any of the Guaranteed Obligations which the Administrative Agent and/or any Creditor repays
any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding,
and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding
or (g) any action or inaction by the Creditors as contemplated in Section 5 hereof.


 


3. OBLIGATIONS
OF GUARANTORS INDEPENDENT. The obligations of each Guarantor hereunder are independent of the obligations of any other
Guarantor, any other guarantor of any of the Obligations (collectively, the “Credit Agreement Guarantors”) or
any Borrower, and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought
against any other Credit Agreement Guarantor or any Borrower and whether or not any other Credit Agreement Guarantor or any Borrower
be joined in any such action or actions. Each Guarantor waives (to the fullest extent permitted by applicable law) the benefits
of any statute of limitations affecting its liability hereunder or the enforcement thereof. Any payment by any Borrower or other
circumstance which operates to toll any statute of limitations as to the applicable Borrower shall operate to toll the statute
of limitations as to each Guarantor.


 


4. WAIVERS
BY GUARANTORS.(a)Each Guarantor hereby waives (to the fullest extent permitted by applicable law) notice
of acceptance of this Guaranty and notice of the existence, creation or incurrence of any new or additional liability to
which it may apply, and waives diligence, presentment, demand of payment, protest, notice of dishonor or nonpayment of any
such liabilities, suit or taking of other action by the Administrative Agent or any Creditor against, and any other notice
to, any party liable thereon (including such Guarantor, any other Credit Agreement Guarantor or any Borrower with respect to
any of the Guaranteed Obligations), and each Guarantor further hereby waives any and all notice of the creation, renewal,
extension or accrual of any of the Guaranteed Obligations and notice or proof of reliance by any Creditor upon this Guaranty,
and the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed,
extended, amended, modified, supplemented or waived, in reliance upon this Guaranty.


 






     


     


    

 


Exhibit E


Page 5




 


(b)       Each
Guarantor waives any right to require the Creditors to: (i) proceed against any Borrower or any other Credit Agreement Guarantor
or any other party; or (ii) pursue any other remedy in the Creditors’ power under the Loan Documents. Each Guarantor waives
any defense based on or arising out of any defense of any Borrower or any other Credit Agreement Guarantor other than payment in
full in cash of the Guaranteed Obligations or the termination of the Credit Agreement, including, without limitation, any defense
based on or arising out of the disability of any Borrower or any other Credit Agreement Guarantor, or the unenforceability of the
Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower other
than payment in full in cash or the termination of the Credit Agreement of the Guaranteed Obligations. The Creditors may, at their
election, exercise any other right or remedy the Creditors may have against any Borrower or any Credit Agreement Guarantor in accordance
with the Loan Documents without affecting or impairing in any way the liability of any other Guarantor hereunder except to the
extent the Guaranteed Obligations have been Paid in Full. As used herein, “Paid in Full” or shall mean the Guaranteed
Obligations have been paid in full, other than (i) Secured Swap Obligations, (ii) Secured Bilateral LC Obligations, (iii) Secured
Cash Management Obligations, (iv) indemnities and other contingent obligations not yet then due and payable and as to which no
claim for reimbursement has been made, (v) Letters of Credit that have been cash collateralized pursuant to arrangements mutually
agreed between the applicable Issuing Bank and the Lead Borrower or with respect to which other arrangements have been made that
are satisfactory to the applicable Issuing Bank and (vi) other provisions of the Loan Documents, in each case, which by the express
terms of such Loan Documents survive the repayment of the Guaranteed Obligations and the termination of all Commitments. “Payment
in Full” shall have the corresponding meaning. Each Guarantor waives any defense arising out of any such election by
the Creditors, even though such election operates to impair or extinguish any right of reimbursement, contribution, indemnification
or subrogation or other right or remedy of such Guarantor against any Borrower or any other Credit Agreement Guarantor.


 


(c)       Each
Guarantor has knowledge and assumes all responsibility for being and keeping itself informed of each Borrower’s and
each other Guarantor’s financial condition, affairs and assets, and of all other circumstances bearing upon the risk of
nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks which such Guarantor assumes and
incurs hereunder, and has adequate means to obtain from each Borrower and each other Guarantor on an ongoing basis
information relating thereto and each Borrower’s and each other Guarantor’s ability to pay and perform its
respective Guaranteed Obligations for so long as such Guarantor is a party to this Guaranty and the Guaranty is in effect.
Each Guarantor acknowledges and agrees that the Creditors shall have no obligation to investigate the financial condition or
affairs of any Borrower or any other Guarantor for the benefit of such Guarantor nor to advise such Guarantor of any fact
respecting, or any change in, the financial condition, assets or affairs of any Borrower or any other Guarantor that might
become known to any Creditor at any time.


 






     


     


    

 


Exhibit E


Page 6




 


(d)       Each
Guarantor warrants and agrees that each of the waivers set forth in Section 3 and in this Section 4 is made with full knowledge
of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law or public
policy, such waivers shall be effective only to the maximum extent permitted by applicable law.


 


5. RIGHTS
OF CREDITORS. Subject to Section 4, any Creditor may (except as shall be required by applicable statute and cannot
be waived) at any time and from time to time without the consent of, or notice to, any Guarantor, without incurring responsibility
to such Guarantor, without impairing or releasing the obligations or liabilities of such Guarantor hereunder, upon or without any
terms or conditions and in whole or in part:


 


(a)              
change the manner, place or terms of payment of, and/or change, increase or extend the time of payment of, renew, increase,
accelerate or alter, any of the Guaranteed Obligations in accordance with the terms of the Credit Agreement (in the case of a Bank
Creditor) and Section 12 of this Guaranty (including, without limitation, any increase or decrease in the rate of interest
thereon or the principal amount thereof), and the guaranty herein made shall apply to the Guaranteed Obligations as so changed,
extended, increased, accelerated, renewed or altered;


 


(b)              
exercise or refrain from exercising any rights against any Borrower, any other Loan Party or others or otherwise act or
refrain from acting;


 


(c)              
release or substitute any one or more of the Credit Agreement Guarantors or any one or more of the Borrowers;


 


(d)              
settle or compromise any of the Guaranteed Obligations or any liability (including any of those hereunder) incurred directly
or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability
(whether due or not) of any Borrower to creditors of such Borrower other than the Creditors;


 


(e)              
apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Borrower to the Creditors
regardless of what liabilities of such Borrower remain unpaid;


 


(f)               
in the case of a Bank Creditor, consent to or waive any breach of, or any act, omission or default under, any of the Loan
Documents or any of the instruments or agreements referred to therein, or otherwise amend, modify or supplement any of the Loan
Documents or any of such other instruments or agreements, in each case in accordance with the terms thereof; and/or


 


(g)               take
any other action or omit to take any other action which would, under otherwise applicable principles of common law, give rise
to a legal or equitable discharge of such Guarantor from its liabilities under this Guaranty (including, without limitation,
any action or omission whatsoever that might otherwise vary the risk of such Guarantor or constitute a legal or equitable
defense to or discharge of the liabilities of a guarantor or surety or that might otherwise limit recourse against such
Guarantor).


 






     


     


    

 


Exhibit E


Page 7




 


No invalidity, illegality, irregularity
or unenforceability of all or any part of the Guaranteed Obligations or the Loan Documents shall affect, impair or be a defense
to this Guaranty, and this Guaranty shall be primary, absolute and unconditional notwithstanding the occurrence of any event or
the existence of any other circumstances which might constitute a legal or equitable discharge of a surety or guarantor except
Payment in Full of the Guaranteed Obligations.


 


6. CONTINUING
GUARANTY. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof
shall be conclusively presumed to have been created in reliance hereon. No failure or delay on the part of any Creditor in exercising
any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Creditor
would otherwise have. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other further notice
or demand in similar or other circumstances or constitute a waiver of the rights of any Creditor to any other or further action
in any circumstances without notice or demand. It is not necessary for any Creditor to inquire into the capacity or powers of any
Borrower or the officers, directors, partners or agents acting or purporting to act on such Borrower’s behalf.


 


7. SUBROGATION.
No Guarantor will exercise any right of subrogation that it may have against any Borrower or any other Guarantor arising
under this Guaranty until the Guaranteed Obligations have been Paid in Full. It is also agreed and understood that upon payment
by any Guarantor of any of the Guaranteed Obligations, such Guarantor hereby waives all of its rights against any Borrower arising
as a result thereof by way of right of subrogation until the Payment in Full of all the Guaranteed Obligations owed by any Borrower
to the Creditors.


 


8. GUARANTY
ENFORCEABLE BY ADMINISTRATIVE AGENT. Notwithstanding anything to the contrary contained elsewhere in this Guaranty,
the Creditors agree (by their acceptance of the benefits of this Guaranty) that this Guaranty may be enforced only by the action
of the Administrative Agent acting upon the instructions of the Required Lenders and that no Creditor shall have any right individually
to seek to enforce or to enforce this Guaranty, it being understood and agreed that such rights and remedies may be exercised by
the Administrative Agent for the benefit of the Creditors upon the terms of this Guaranty. The Creditors further agree (by their
acceptance of the benefits of this Guaranty) that this Guaranty may not be enforced against any director, officer, employee, partner,
member or stockholder of any Guarantor (except to the extent such partner, member or stockholder is also a Guarantor hereunder).


 


9. REPRESENTATIONS
AND WARRANTIES OF THE GUARANTORS. As of the date hereof, each Guarantor represents and warrants that:


 


(a)              
such Guarantor is duly organized, validly existing and (to the extent the concept is applicable in such jurisdiction) in
good standing under the laws of the jurisdiction of its organization, has all requisite corporate or other organizational 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
in (to the extent the concept is applicable in such jurisdiction), every jurisdiction where such qualification is required;


 






     


     


    

 


Exhibit E


Page 8




 


(b)              
the execution, delivery and performance by such Guarantor of this Guaranty is within the Guarantor’s corporate or
other organizational powers and have been duly authorized by all necessary corporate or other organizational and, if required,
equity holder action;


 


(c)              
such Guarantor has duly executed and delivered this Guaranty, and this Guaranty constitutes its legal, valid and binding
obligation, enforceable in accordance with its terms, subject to (x) applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law and (y) the need for filings and registrations necessary to perfect the Liens on the Collateral,
if any;


 


(d)              
the execution, delivery and performance by such Guarantor of this Guaranty do not (i) require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and
are in full force and effect (except for any reports required to be filed by Holdings or any Borrower with the SEC pursuant to
the Securities Exchange Act of 1934 (as amended); provided that the failure to make any such filings shall not affect the
validity or enforceability of this Guaranty) or waived and those the failure of which to make or obtain would not reasonably be
expected to have a Material Adverse Effect, (ii) violate any applicable law or regulation or any order of any Governmental Authority,
in each case applicable to or binding upon such Guarantor or any of its property, except as would not reasonably be expected to
have a Material Adverse Effect, (iii) violate any charter, by-laws or other organizational document of such Guarantor, except as
would not reasonably be expected to have a Material Adverse Effect and (iv) violate or result in a default under any indenture,
agreement or other instrument binding upon such Guarantor or its property, except as would not reasonably be expected to have a
Material Adverse Effect; and


 


(e)              
there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to
the knowledge of such Guarantor, threatened in writing against such Guarantor affecting the validity of this Guaranty or the ability
of such Guarantor to perform its obligations under this Guaranty.


 


10. EXPENSES.
The Guarantors hereby jointly and severally agree that the Administrative Agent shall be entitled to reimbursement of
its expenses incurred hereunder and indemnity for its actions in connection herewith as provided in Sections 9.3 of
the Credit Agreement; provided that each reference therein to a “Borrower” shall be deemed to be a reference to a
“Guarantor.”


 






     


     


    

 


Exhibit E


Page 9




 


11. BENEFIT
AND BINDING EFFECT. This Guaranty shall be binding upon each Guarantor and its successors and assigns and shall inure
to the benefit of the Bank Creditors and their successors and permitted assigns and, so long as the Collateral and Guarantee Release
Date has not occurred, the Other Creditors.


 


12. AMENDMENTS;
WAIVERS. Neither this Guaranty nor any provision hereof may be changed, waived, discharged (other than in accordance
with Section 17) or terminated (other than in accordance with Section 17) except with the written consent of each
Guarantor directly affected thereby (it being understood that the addition or release of any Guarantor hereunder shall not constitute
a change, waiver, discharge or termination affecting any Guarantor other than the Guarantor so added or released) and with the
written consent of the written consent of the Administrative Agent at all times until the termination of all Commitments and until
such time as no Note or Letter of Credit remains outstanding and all Guaranteed Obligations have been Paid in Full. No Other Creditor
that obtains the benefits of this guaranty by virtue of the provisions hereof shall have any right to notice of any action or to
consent to, direct or object to any amendment or waiver hereto other than in its capacity as a Bank Creditor and, in such case,
only to the extent expressly provided in the Loan Documents.


 


 


13. SET
OFF. Section 9.8 of the Credit Agreement is hereby incorporated herein by reference.


 


14. NOTICE.
Except as otherwise specified herein, all notices, requests, demands or other communications to or upon the respective parties
hereto shall be sent or delivered by the methods specified in Section 9.1 of the Credit Agreement and addressed to such party at
(i) in the case of any Bank Creditor, as provided in the Credit Agreement, (ii) in the case of any Guarantor, at its address set
forth opposite its signature below; or in any case at such other address as any of the Persons listed above may hereafter notify
the others in writing and (iii) in the case of any Other Creditor, at such address as such Other Creditor shall have specified
in writing to the Guarantors and Administrative Agent.


 


Nothing in this Guaranty will affect the right
of any party to this Guaranty to serve process in any other manner permitted by law.


 


15. REINSTATEMENT. If
any claim is ever made upon any Creditor for repayment or recovery of any amount or amounts received in payment or on account
of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any
judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property
or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including, without
limitation, any Borrower), then and in such event each Guarantor agrees that notwithstanding any revocation hereof or the
cancellation or termination of any Guaranteed Obligations, such Guarantor shall be and remain liable to the aforesaid payees
hereunder pursuant to the terms hereof for the amount of such Guaranteed Obligations so repaid or recovered to the same
extent as if such amount had never originally been received by any such payee.


 






     


     


    

 


Exhibit E


Page 10




 


16. CONSENT
TO JURISDICTION; SERVICE OF PROCESS; AND WAIVER OF TRIAL BY JURY. (a)THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this Guaranty may be brought
in the Supreme Court of the State of New York sitting in New York County or of the United States District Court for the Southern
District of New York, and any appellate court from any thereof, and, by execution and delivery of this Guaranty, each party hereto
hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid
courts. Each party to this Guaranty irrevocably consents to service of process in the manner provided for notices in Section
14. Each party to this Guaranty hereby irrevocably waives any objection to such service of process and further irrevocably
waives and agrees not to plead or claim in any action or proceeding commenced hereunder or under any other Loan Document to which
such Person is a party that such service of process was in any way invalid or ineffective. Nothing herein shall affect the right
of any party to this Guaranty to serve process in any other manner permitted by law or to commence legal proceedings or otherwise
proceed against any other party hereto in any other jurisdiction.


 


(b)       Each
party to this Guaranty hereby irrevocably waives (to the fullest extent permitted by applicable law) any objection which it may
now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with
this Guaranty brought in the courts referred to in clause (a) above and hereby further irrevocably waives and agrees not to plead
or claim in any such court, to the fullest extent permitted by law, that such action or proceeding brought in any such court has
been brought in an inconvenient forum.


 


(c)       EACH
GUARANTOR AND EACH CREDITOR (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS GUARANTY) HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).


 


17. RELEASE
OF GUARANTORS FROM GUARANTY. Section 9.17 of the Credit Agreement is hereby incorporated herein by reference.


 






     


     


    

 


Exhibit E


Page 11




 


18. CONTRIBUTION. At
any time a payment in respect of the Guaranteed Obligations is made under this Guaranty, the right of contribution of each
Guarantor against each other Guarantor shall be determined as provided in the immediately following sentence, with the
right of contribution of each Guarantor to be revised and restated as of each date on which a payment (a “Relevant
Payment”) is made on the Guaranteed Obligations under this Guaranty. At any time that a Relevant Payment is made by
a Guarantor that results in the aggregate payments made by such Guarantor in respect of the Guaranteed Obligations to and
including the date of the Relevant Payment exceeding such Guarantor’s Contribution Percentage (as defined below) of the
aggregate payments made by all Guarantors in respect of the Guaranteed Obligations to and including the date of the Relevant
Payment (such excess, the “Aggregate Excess Amount”), each such Guarantor shall have a right of
contribution against each other Guarantor who has made payments in respect of the Guaranteed Obligations to and including the
date of the Relevant Payment in an aggregate amount less than such other Guarantor’s Contribution Percentage of the
aggregate payments made to and including the date of the Relevant Payment by all Guarantors in respect of the Guaranteed
Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to
(x) a fraction the numerator of which is the Aggregate Excess Amount of such Guarantor and the denominator of which is the
Aggregate Excess Amount of all Guarantors multiplied by (y) the Aggregate Deficit Amount of such other Guarantor. A
Guarantor’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation,
subject to adjustment to the time of each computation; provided that no Guarantor may take any action to enforce such
right until the Guaranteed Obligations have been irrevocably Paid in Full in cash and all Commitments and all Letters of
Credit have been terminated, it being expressly recognized and agreed by all parties hereto that any Guarantor’s right
of contribution arising pursuant to this Section 18 against any other Guarantor shall be expressly junior and
subordinate to such other Guarantor’s obligations and liabilities in respect of the Guaranteed Obligations and any
other obligations owing under this Guaranty. As used in this Section 18: (i) each Guarantor’s
“Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as
defined below) of such Guarantor by (y) the aggregate Adjusted Net Worth of all Guarantors; (ii) the “Adjusted Net
Worth” of each Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Guarantor and (y)
zero; and (iii) the “Net Worth” of each Guarantor shall mean the amount by which the fair saleable value
of such Guarantor’s assets on the date of any Relevant Payment exceeds its existing debts and other liabilities
(including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Guaranty) on
such date. Notwithstanding anything to the contrary contained above, any Guarantor that is released from this Guaranty
pursuant to Section 17 hereof shall thereafter have no contribution obligations, or rights, pursuant to this Section
18, and at the time of any such release, if the released Guarantor had an Aggregate Excess Amount or an Aggregate Deficit
Amount, the same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Guarantors shall
be recalculated on the respective date of release (as otherwise provided above) based on the payments made hereunder by the
remaining Guarantors. All parties hereto recognize and agree that, except for any right of contribution arising pursuant to
this Section 18, each Guarantor who makes any payment in respect of the Guaranteed Obligations shall have no right
of contribution or subrogation against any other Guarantor in respect of such payment until all of the Guaranteed Obligations
have been irrevocably Paid in Full in cash. Each of the Guarantors recognizes and acknowledges that the rights to
contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this
connection, each Guarantor has the right to waive its contribution right against any other Guarantor to the extent that after
giving effect to such waiver such other Guarantor would remain solvent, in the determination of the Required Lenders.


 






     


     


    

 


Exhibit E


Page 12




 


19. LIMITATION
ON GUARANTEED OBLIGATIONS. Each Guarantor and each Creditor (by its acceptance of the benefits of this Guaranty)
hereby confirms that it is its intention that this Guaranty not constitute a fraudulent transfer or conveyance for purposes
of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act or any similar Federal or state law, or any other Debtor Relief
Law applicable to such Guarantor. To effectuate the foregoing intention, each Guarantor and each Creditor (by its acceptance
of the benefits of this Guaranty) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by such Guarantor
shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise)
liabilities of such Guarantor that are relevant under such laws and after giving effect to any rights of subrogation,
indemnification or contribution pursuant to any agreement providing for such rights among such Guarantor and the other
Guarantors, result in the Guaranteed Obligations of such Guarantor in respect of such maximum amount not constituting a
fraudulent transfer or conveyance.


 


20. COUNTERPARTS.
This Guaranty may be executed in any number of counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same
instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Lead Borrower and the Administrative
Agent. Delivery of an executed counterpart of a signature page of this Guaranty by telecopy or other electronic imaging means (including
in .pdf format) shall be effective as delivery of a manually executed counterpart of this Guaranty.


 


21. PAYMENTS.
All payments made by any Guarantor hereunder will be made without setoff, counterclaim or other defense and on the same
basis as payments are made by each Borrower under Sections 2.16 and 2.17 of the Credit Agreement.


 


22. ADDITIONAL
GUARANTORS. It is understood and agreed that any Person that is required to provide a Guaranty after the date hereof
pursuant to Section 5.9(a) of the Credit Agreement shall become a Guarantor hereunder in accordance with the terms of Section 5.9(a)
of the Credit Agreement.


 


23. HEADINGS
DESCRIPTIVE. The headings of the several Sections of this Guaranty are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Guaranty.


 


24. AMENDMENT AND RESTATEMENT. This
Guaranty amends and restates the Existing Guaranty Agreement in its entirety and, upon effectiveness of this Guaranty, the terms
and provisions of the Existing Guaranty Agreement shall, subject to the following sentence, be superseded hereby and the rights
and obligations of the parties hereto shall be governed by this Guaranty rather than the Existing Guaranty Agreement. This Guaranty
is given in substitution for the Existing Guaranty Agreement, is in no way intended to constitute a novation of the Existing Guaranty
Agreement and the guarantees in the Existing Guaranty Agreement hereby are renewed and extended and shall be continuing. The parties
hereto acknowledge and agree that any waivers, express or implied by course of conduct or otherwise, amendments or other actions
(or failures to act) under the Existing Guaranty Agreement shall be of no use in interpreting the rights and duties of the parties
under this Agreement.


 


25. ACKNOWLEDGEMENT REGARDING SUPPORTED
QFCS. Each party to this Guaranty acknowledges the provisions of Section 9.23 of the Credit Agreement and agrees to be bound
by those provisions as fully as if set forth herein.


 


* * *


 






     


     


    

 


Exhibit E


Page 13




 


IN WITNESS WHEREOF, each
Guarantor has caused this Guaranty to be executed and delivered as of the date first above written.


 


	Address:	 
	 	 
	c/o CF Industries Holdings, Inc.,	CF INDUSTRIES, INC.,
	4 Parkway North, Suite 400	 	as the Lead Borrower
	Deerfield, IL 60015-2590	 
	Tel: (847) 405-2400	 
	Fax: (847) 405-2711	By:	                                  	,
	 	Name:
	 	Title:




 


	 	CF INDUSTRIES ENTERPRISES, LLC,
	 	 	as a Guarantor
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


	 	CF INDUSTRIES SALES, LLC,
	 	 	as a Guarantor
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	CF INDUSTRIES DISTRIBUTION FACILITIES, LLC,
	 	 	as a Guarantor
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






     


     


    

 


Exhibit E


Page 14



 


	 	CF USA HOLDINGS, LLC,
	 	 	as a Guarantor
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


	Address: 	 
	 	 
	4 Parkway North, Suite 400	CF INDUSTRIES HOLDINGS, INC.,
	Deerfield, IL 60015-2590	 	as Holdings
	Tel: (847) 405-2400	 
	Fax: (847) 405-2711	By:	                     	,
	 	Name:
	 	Title:




 


	Accepted and Agreed to:	 
	 	 
	CITIBANK, N.A.,	 
	as Administrative Agent	 
	 	 
	By:	                               	,	 
	 	Name:	 
	 	Title:	 




 






     


     


    

 



 


EXHIBIT F


 


FORM OF


COMPLIANCE CERTIFICATE


 


This Compliance Certificate
is delivered to you pursuant to Section 5.1(c) of the Fourth Amended and Restated Revolving Credit Agreement, dated as of
December 5, 2019, among CF Industries Holdings, Inc., as Holdings, CF Industries, Inc., as the Lead Borrower, the Designated Borrowers
from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as Administrative Agent, the Issuing
Banks from time to time party thereto and the other parties from time to time party thereto (as the same may be amended, restated,
amended and restated, modified, extended and/or supplemented from time to time, the “Credit Agreement”). Capitalized
terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein defined.


 


I, the undersigned [Chief
Financial Officer][Principal Accounting Officer][Treasurer][Controller] of the Lead Borrower, do hereby
certify on behalf of the Lead Borrower, solely in my capacity as an officer of the Lead Borrower and not in my individual capacity
and without personal liability, that:


 


1.       The
financial statements for the fiscal [quarter][year] of Holdings ended [________], attached hereto
as ANNEX 1 or otherwise delivered to the Administrative Agent pursuant to the requirements of Section 5.1 of the
Credit Agreement (the “Financial Statements”), present fairly in all material respects as of the date of such
Financial Statements the financial condition and results of operations of Holdings and its consolidated subsidiaries on a consolidated
basis in accordance with [GAAP][IFRS]1
[except as set forth in the notes thereto or in paragraph 4 below, or as previously disclosed in writing to the Lenders][,
subject to normal year-end audit adjustments and the absence of footnotes]2.
No Default or Event of Default has occurred and is continuing as of the date hereof[, except for _________]3.
There has been no material change in [GAAP][IFRS] (or any election by Holdings to apply IFRS in lieu of GAAP
pursuant to Section 1.4 of the Credit Agreement) applicable to Holdings and its consolidated subsidiaries since the date
of the audited financial statements most recently delivered in accordance with Section 5.1(a) of the Credit Agreement that
has had an impact on the Financial Statements [, except for [________], the effect of which on the Financial
Statements has been [______]]4.


 


2.       Attached
hereto as ANNEX 2 are the computations showing (in reasonable detail) compliance with the covenants specified therein.


 





 



 


1        
Select GAAP if no election has been made to apply IFRS in lieu of GAAP pursuant to Section 1.4 of the Credit Agreement;
select IFRS if such election has been made.


2        
To be included only if the Compliance Certificate is certifying the quarterly financials.


3        
Specify the details of any Default or Event of Default, if any, and any action taken or proposed to be taken with respect thereto.


4        
If and to the extent that any change in GAAP or IFRS, as applicable, that has occurred since the date of the audited financial
statements most recently delivered in accordance with Section 5.1(a) of the Credit Agreement had an impact on such financial
statements, specify the effect of such change on the financial statements accompanying this Compliance Certificate.


 






     


     


    

 


Exhibit F


Page 2


 


3.       This
Compliance Certificate constitutes notice that the information required to be delivered pursuant to Section 5.1[(a)][(b)]
of the Credit Agreement for the fiscal [year][quarter] of Holdings ended [________] is being delivered electronically
and such method of delivery is in accordance with the last paragraph of Section 5.1 of the Credit Agreement.


 


[4.       Except
as set forth in the notes thereto or as previously disclosed in writing to the Lenders, described below in reasonable detail is
the manner in which the Financial Statements do not present fairly in all material respects as of the date of such Financial Statements
the financial condition and results of operations of Holdings and its consolidated subsidiaries on a consolidated basis in accordance
with [GAAP][IFRS]:


 


[________________________].]


 


[5.       Enclosed are all
Pledged Securities issued to or acquired by any Grantor since the [Fourth Restatement Effective Date][date of the last Compliance
Certificate delivered pursuant to Section 5.1(c) of the Credit Agreement], including any noncash dividends, interest, principal
or other distributions that constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification
of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any
part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to
which such issuer may be a party or otherwise.]5


 


[6.      Enclosed are all
Pledged Securities representing Pledged Equity constituting uncertificated securities that, since the [Fourth Restatement Effective
Date][date of the last Compliance Certificate delivered pursuant to Section 5.1(c) of the Credit Agreement] have become
certificated.]6


 


[7.      This Compliance
Certificate constitutes notice that [Grantor] has [filed an application for the registration of (or otherwise has become the owner
of) the following [Patents, Trademarks and Copyrights] with the USPTO or the USCO][has acquired the following registration[s] or
application[s] for registration of the following [United States Patents, Trademarks and Copyrights].]


 





 



 


5        
Pursuant to Section 2.02(a) and 2.06(a)(iii) of the Pledge and Security Agreement


6        
Pursuant to Section 2.02(a) of the Pledge and Security Agreement.


 






     


     


    

 


Exhibit F


Page 3


 


IN WITNESS WHEREOF, the
Lead Borrower has caused this Compliance Certificate to be executed and delivered by its [Chief Financial Officer][Principal
Accounting Officer][Treasurer][Controller] as of the date first written above.


 





	 	CF INDUSTRIES, INC.,
	 		as the Lead Borrower
	 	 	 
	 	By:	 
	 		Name:
	 		Title:




 






     


     


    

 


ANNEX 1


 


[Applicable Financial Statements to be attached
if applicable]


 






     


     


    

 


ANNEX 2


 


The information described herein is as
of [_________, ____]1, (the “Computation
Date”) and, except as otherwise indicated below, pertains to the period from [_______, ____]2
to the Computation Date (the “Relevant Period”).


 


Total Net Leverage Ratio


 





	a.	Consolidated Indebtedness as at the	 
	 	Computation Date	$_____
	 	 	 
	b.	Aggregate amount of Unrestricted Cash as at 	 
	 	the Computation Date	$_____
	 	 	 
	c.	Line (a) less line (b)	$_____
	 	 	 
	d.	Consolidated EBITDA3 for the Relevant 	 
	 	Period ended on the Computation Date	$_____
	 	 	 
	e.	Ratio of line (c) to line (d)	___:1.00
	 	 	 
	f.	Maximum Covenant Level	[___]:1.004

  


 


Interest Coverage Ratio


 


	a.	Consolidated EBITDA5 for the Relevant 	 
	 	Period ended on the Computation Date	$_____
	 	 	 
	b.	Consolidated Interest Expense6 for the Relevant 	 
	 	Period ended on the Computation Date	$_____
	 	 	 
	c.	Ratio of line (a) to line (b)	_____:1.00
	 	 	 
	d.	Minimum Covenant Level	2.75:1.00

  





 



 


1        Insert
the last day of the respective fiscal quarter or fiscal year covered by the financial statements which are required to be accompanied
by this Compliance Certificate.


2        Insert
the first day of the most recently completed four consecutive fiscal quarters of Holdings ended on the Computation Date.


3        Determined
on a Pro Forma Basis. Attach hereto in reasonable detail the calculations required to arrive at Consolidated EBITDA.


4        If the
Computation Date occurs during a Financial Covenant Step-Up Period, 4.25:1.00. If the Computation Date occurs when a Financial
Covenant Step-Up Period is not in effect, 3.75:100.


5       Determined
on a Pro Forma Basis. Attach hereto in reasonable detail the calculations required to arrive at Consolidated EBITDA


6       Determined
on a Pro Forma Basis.


 






     


     


    

 


EXHIBIT G


 


FORM OF


MATURITY DATE EXTENSION REQUEST


 


Citibank, N.A.,


as Administrative Agent


1615 Brett Road, OPS III


New Castle, DE 19720


Attention: Agency Operations


Facsimile No.: (646) 274-5080


Email: GLAgentOfficeOps@citi.com


Copy to: AgencyABTFSupport@citi.com


[Date]


 


Ladies and Gentlemen:


 


Reference is made to
the Fourth Amended and Restated Revolving Credit Agreement, dated as of December 5, 2019, among CF Industries Holdings, Inc., as
Holdings, CF Industries, Inc., as the Lead Borrower, the Designated Borrowers from time to time party thereto, the lenders from
time to time party thereto, Citibank, N.A., as Administrative Agent, the Issuing Banks from time to time party thereto and the
other parties from time to time party thereto (as the same may be amended, restated, amended and restated, modified, extended and/or
supplemented from time to time, the “Credit Agreement”). In accordance with Section 2.21 of the Credit
Agreement, the Lead Borrower hereby requests [(i)] an extension of the Maturity Date from [_________],
20[_] to [_________], 20[_]1,
[(ii) the following changes to the Applicable Rate to be applied in determining the interest payable on Loans of, and fees
payable under the Credit Agreement to, Consenting Lenders in respect of that portion of their Commitments (and related Loans) extended
to such new Maturity Date, which changes shall become effective on [_________], 20[_]]2
[and] [(iii) the amendments and modifications to the terms of the Credit Agreement to be effected in connection with
this Maturity Date Extension Request as set forth below, which amendments shall become effective on [_________],
20[_]:


 


[_________________]].


 





 



 


1        No more than one calendar year from the scheduled Maturity Date.


2        May be prior to the Existing Maturity Date.


 






     


     


    

 


Exhibit G


Page 2


 


	 	CF INDUSTRIES, INC.,
	 		as the Lead Borrower
	 	 	 
	 	By:	 
	 		Name:
	 		Title:


 






     


     


    

 


Exhibit G

 Page 3


 


The undersigned consents to the requested
amendments to the terms of the Credit Agreement and the requested extension of the Maturity Date. The maximum amount of the Commitment
of the undersigned with respect to which the undersigned agrees to the amendments to the terms of the Credit Agreement and the
extension of the Maturity Date is set forth under its signature.


 


 


	Name of Institution: 	 
	 	 
	 	 
	 	 	 	 
	 	By	 	 
	 	Name:	 
	 	Title:	 




 


 


For any Institution requiring a second signature line:


 


	 	By	 	 
	 	Name:	 
	 	Title:	 


 


Maximum amount of Commitment $[_____________]


 






     


     


    

 


EXHIBIT H


 


FORM OF


DESIGNATED BORROWER REQUEST AND ASSUMPTION
AGREEMENT


Date: ___________, _____


 


	To:	Citibank, N.A., as Administrative Agent
	 	 
	 	Ladies and Gentlemen:



 


This Designated Borrower
Request and Assumption Agreement (this “Designation Agreement”) is made and delivered pursuant to Section 2.23
of that certain Fourth Amended and Restated Revolving Credit Agreement, dated as of December 5, 2019, among CF Industries Holdings,
Inc., as Holdings, CF Industries, Inc., as the Lead Borrower, the Designated Borrowers from time to time party thereto, the Lenders
from time to time party thereto, Citibank, N.A., as Administrative Agent, the Issuing Banks from time to time party thereto and
the other parties from time to time party thereto (as amended, restated, amended and restated, extended, supplemented or otherwise
modified from time to time, the “Credit Agreement”). All capitalized terms used in this Designated Borrower
Request and Assumption Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.


 


Each of ______________________
(the “Designated Borrower”) and the Lead Borrower hereby confirms, represents and warrants to the Administrative
Agent, each Issuing Bank and the Lenders that the Designated Borrower is a Wholly-Owned Domestic Subsidiary of the Lead Borrower.


 


This Designation Agreement
shall become effective upon satisfaction (or waiver in accordance with Section 9.2 of the Credit Agreement) of the conditions
precedent set forth in Section 4.4 of the Credit Agreement.


 


The true and correct
U.S. taxpayer identification number (or the equivalent, if any, in the jurisdiction of such Designated Borrower) of the Designated
Borrower is _____________. The jurisdiction of organization of the Designated Borrower is _____________.


 


The parties hereto
hereby confirm that upon the effectiveness of this Designation Agreement, the Designated Borrower shall have obligations, duties
and liabilities toward each of the other parties to the Credit Agreement identical to those which the Designated Borrower would
have had if the Designated Borrower had been an original party to the Credit Agreement as a Borrower. Effective as of the effectiveness
of this Designation Agreement, the Designated Borrower confirms its acceptance of, and consents to, all representations and warranties,
covenants, and other terms and provisions of the Credit Agreement.


 


The parties hereto
hereby request that the Designated Borrower be entitled to receive Loans and Letters of Credit under the Credit Agreement, and
understand, acknowledge and agree that no Lender or Issuing Bank shall be required to fund any Loan or issue any Letter of Credit
solely for such Designated Borrower’s account, in each case unless and until this Designation Agreement becomes effective
in accordance with Section 2.23 of the Credit Agreement.


 






     


     


    

 


Exhibit H


Page 2


 


This Designation Agreement
shall constitute a Loan Document under the Credit Agreement.


 


THIS DESIGNATION AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 






     


     


    

 


Exhibit H


Page 3


 


IN WITNESS WHEREOF,
the parties hereto have caused this Designation Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.


 


	 	[NAME OF DESIGNATED BORROWER],
	 		as the Designated Borrower
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	 
	 	CF INDUSTRIES, INC.,
	 		as the Lead Borrower
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






     


     


    

 


EXHIBIT I


 


FORM OF


CREDIT AGREEMENT JOINDER


 


THIS CREDIT AGREEMENT JOINDER, (this “Credit Agreement
Joinder”) is executed as of [_______], 20[_], by [name, type of entity and jurisdiction of Designated Borrower] (the
“Joining Party”), CF Industries Holdings, Inc. (“Holdings”)[,] [and] CF Industries, Inc.
(the “Lead Borrower”) [and [name, type of entity and jurisdiction of each other Person that has become a Designated
Borrower pursuant to Section 2.23 of the Credit Agreement on or prior to the date hereof]] [and [any other Person that is
a Guarantor on the date hereof]] and delivered to Citibank, N.A., as Administrative Agent under the Credit Agreement referred to
below (the “Administrative Agent”).


 


Reference is made to the Fourth Amended
and Restated Revolving Credit Agreement, dated as of December 5, 2019 (as amended, modified, restated, amended and restated, and/or
supplemented from time to time, the “Credit Agreement”), among Holdings, the Lead Borrower, the Designated Borrowers
from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), the Administrative
Agent, the Issuing Banks from time to time party thereto (the “Issuing Banks”) and the other parties from time
to time party thereto. Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement
shall be used herein as therein defined.


 


WHEREAS, pursuant to Section 4.4(c)
of the Credit Agreement, it is a condition precedent to the effectiveness of the designation of the Joining Party as a Designed
Borrower, and to the obligation of each Lender to make an initial Loan or an Issuing Bank to issue an initial Letter of Credit
to the Joining Party as a Designated Borrower, that the Joining Party execute and deliver a counterpart of this Credit Agreement
Joinder;


 


NOW, THEREFORE, in consideration of the
foregoing and the other benefits accruing to the Joining Party, the receipt and sufficiency of which are hereby acknowledged, the
Joining Party hereby represents and warrants to, and covenants and agrees with, the Administrative Agent and the Lenders as follows:


 


1.       By
executing and delivering this Credit Agreement Joinder: (a) the Joining Party shall become, from the date hereof, a party to the
Credit Agreement as a “Designated Borrower” and as a “Borrower” for all purposes under the Credit Agreement
and all other Loan Documents and shall be bound by all the obligations and shall have all the rights of a Designated Borrower and
a Borrower under the Credit Agreement and all other Loan Documents and (b) each reference to the “Designated Borrowers”
or the “Borrowers” in the Credit Agreement and in all other Loan Documents shall, from the date hereof, be deemed to
include the Joining Party.


 


2.       Without
limiting the foregoing, the Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the
terms contained in the Credit Agreement that are applicable to a Designated Borrower and a Borrower, including without
limitation (a) all of the representations and warranties made by the Borrowers set forth in Article III of the Credit
Agreement and (b) all of the covenants set forth in Articles V and VI of the Credit Agreement. The Joining Party represents
and warrants as of the date hereof that the Joining Party has duly executed and delivered this Credit Agreement Joinder and
that this Credit Agreement Joinder constitutes its legal, valid and binding obligations, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or
at law.


 






     


     


    

 


Exhibit I


Page 2


 


3.       Each
of Holdings[,] [and] the Lead Borrower [and each other Borrower (other than the Joining Party) party hereto] [and each other Guarantor
party hereto] hereby consents to the terms of this Credit Agreement Joinder and agrees that this Credit Agreement Joinder shall
not affect in any way its obligations and liabilities under the Credit Agreement or any other Loan Document to which it is a party,
all of which obligations and liabilities shall remain in full force and effect and each of which is hereby reaffirmed in all respects.
Without limiting the foregoing, each party hereto hereby confirms that the obligations of the Joining Party under the Credit Agreement
and under all the other Loan Documents (in each case, after giving effect to this Credit Agreement Joinder) constitute “Obligations”
and “Guaranteed Obligations” (as defined in the Second Amended and Restated Guaranty Agreement, dated as of December
5, 2019 (as amended, modified, restated, amended and restated, and/or supplemented from time to time, the “Guaranty”))
and are entitled to all the benefits of the Guarantees set forth in the Guaranty, and each Guaranty is, and continues to be, in
full force and effect and is hereby reaffirmed in all respects.


 


4.       This
Credit Agreement Joinder shall be binding upon the parties hereto and their respective successors and assigns and shall inure to
the benefit of and be enforceable by each of the parties hereto and its successors and assigns, provided, however,
the Joining Party may not assign any of its rights, obligations or interest hereunder except as permitted by the Credit Agreement.
THIS CREDIT AGREEMENT JOINDER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW
YORK. This Credit Agreement Joinder may be executed in any number of counterparts, each of which shall be an original, but
all of which shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Credit Agreement
Joinder by telecopy or other electronic imaging means (including in .pdf format) shall be effective as delivery of a manually executed
counterpart of this Credit Agreement Joinder. In the event that any provision of this Credit Agreement Joinder shall prove to be
invalid or unenforceable, such provision shall be deemed to be severable from the other provisions of this Credit Agreement Joinder
which shall remain binding on all parties hereto.


 


5.       From
and after the execution and delivery hereof by the parties hereto, this Credit Agreement Joinder shall constitute a “Loan
Document” for all purposes of the Credit Agreement and any other Loan Document.


 


[Signature Page Follows]


 






     


     


    

 


Exhibit I


Page 3


 


IN WITNESS WHEREOF, the parties hereto
have caused this Credit Agreement Joinder to be duly executed as of the date first above written.


 


Address: 


 


	[_______________________]	 	[____________________________________],
	[_______________________]	 	as the Joining Party
	Tel:[____________________]	 	 
	Fax:[____________________]	 	By:	                                                                              ,
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	 	 	CF INDUSTRIES HOLDINGS, INC.,
	 	 	as Holdings
	 	 	 
	 	 	By:	                                                                              ,
	 	 	 	Name:
	 	 	 	Title:
	 	 	 
	 	 	CF INDUSTRIES, INC.,
	 	 	as the Lead Borrower
	 	 	 
	 	 	By:	                                                                              ,
	 	 	 	Name:
	 	 	 	Title:




 






     


     


    

 


Exhibit I


Page 4


 


	 	 	[[____________________________________],
	 	 	as a Borrower
	 	 	 
	 	 	By:	                                                                             ,
	 	 	 	Name:
	 	 	 	Title:]
	 	 	 
	 	 	[[____________________________________],
	 	 	as a Guarantor
	 	 	 
	 	 	By:	                                                                                ,
	 	 	 	Name:
	 	 	 	Title:]




 






     


     


    

 


Exhibit I


Page 5


 


Accepted and Acknowledged by:


 


	CITIBANK, N.A.,	 	 
	as Administrative Agent	 	 
	 	 	 
	By:	           	 	 
	Name:	 	 
	Title:	 	 




 






     


     


    

 


EXHIBIT J


 


FORM OF


GUARANTY JOINDER AGREEMENT


 


THIS GUARANTY JOINDER AGREEMENT (this “Guaranty Joinder
Agreement ”) is executed as of [_______], 20[_], by [name, type of entity and jurisdiction of Person joining as Guarantor
pursuant to Section 5.9(a) of the Credit Agreement] (the “Joining Party”) and delivered to Citibank,
N.A., as Administrative Agent under the Credit Agreement referred to below (the “Administrative Agent”).


 


Reference is made to (i) the Fourth Amended
and Restated Revolving Credit Agreement, dated as of December 5, 2019 (as amended, modified, restated, amended and restated, and/or
supplemented from time to time, the “Credit Agreement”), among CF Industries Holdings, Inc. (“Holdings”),
CF Industries, Inc. (the “Lead Borrower”), the Designated Borrowers from time to time party thereto, the lenders
from time to time party thereto (the “Lenders”), the Administrative Agent, Morgan Stanley Bank, N.A., Goldman
Sachs Bank USA, Bank of Montreal, CoBank, ACB, MUFG Bank, Ltd., The Bank of Nova Scotia, Wells Fargo Bank, National Association
and each Lender that shall have become an Issuing Bank pursuant to Section 2.5(j) of the Credit Agreement (the “Issuing
Banks”) and the other parties from time to time party thereto and (ii) the Second Amended and Restated Guaranty Agreement,
dated as of December 5, 2019 (as amended, modified, restated, amended and restated, and/or supplemented from time to time, the
“Guaranty”), by and among Holdings, the Lead Borrower and the other Guarantors from time to time party thereto,
in favor of the Administrative Agent for its benefit and for the benefit of the Lenders. Except as otherwise defined herein, all
capitalized terms used herein and defined in the Credit Agreement shall be used herein as therein defined.


 


WHEREAS, pursuant to Section 5.9(a)
of the Credit Agreement, the Joining Party is required to execute and deliver a counterpart of this Guaranty Joinder Agreement;


 


NOW, THEREFORE, in consideration of the
foregoing and the other benefits accruing to the Joining Party, the receipt and sufficiency of which are hereby acknowledged, the
Joining Party hereby represents and warrants to, and covenants and agrees with, the Administrative Agent and the Lenders as follows:


 


1.       Pursuant
to Section 5.9(a) of the Credit Agreement, by executing and delivering this Guaranty Joinder Agreement: (a) the Joining
Party shall become, from the date hereof, a party to the Guaranty as a “Guarantor” for all purposes under the Guaranty
and all the other Loan Documents and shall be bound by all the obligations and shall have all the rights of a Guarantor under the
Guaranty and all the other Loan Documents and (b) each reference to the “Guarantors” in the Credit Agreement, the Guaranty
and in all the other Loan Documents shall, from the date hereof, subject to Section 9.17 of the Credit Agreement, be deemed
to include the Joining Party.


 


2.       Without
limiting the foregoing, the Joining Party hereby (a) makes and undertakes, as the case may be, each covenant, waiver,
representation and warranty made by the other Guarantors pursuant to the Guaranty and any other Loan Document, each of which
is hereby incorporated by reference, and agrees to be bound by all covenants, waivers, agreements and obligations of the
other Guarantors pursuant to the Guaranty and any other Loan Document and (b) represents and warrants that the Joining Party
has duly executed and delivered this Guaranty Joinder Agreement and that this Guaranty Joinder Agreement constitutes its
legal, valid and binding obligations, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.


 






     


     


    

 


Exhibit J


Page 2


 


3.       This
Guaranty Joinder Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure
to the benefit of and be enforceable by each of the parties hereto and its successors and assigns, provided, however,
the Joining Party may not assign any of its rights, obligations or interest hereunder except as permitted by the Guaranty or the
Credit Agreement, as applicable. THIS GUARANTY JOINDER AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED
BY THE LAW OF THE STATE OF NEW YORK. This Guaranty Joinder Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which shall constitute one instrument. Delivery of an executed counterpart of a signature
page of this Guaranty Joinder Agreement by telecopy or other electronic imaging means (including in .pdf format) shall be effective
as delivery of a manually executed counterpart of this Guaranty Joinder Agreement. In the event that any provision of this Guaranty
Joinder Agreement shall prove to be invalid or unenforceable, such provision shall be deemed to be severable from the other provisions
of this Guaranty Joinder Agreement which shall remain binding on all parties hereto.


 


4.       From
and after the execution and delivery hereof by the parties hereto, this Guaranty Joinder Agreement shall constitute a “Loan
Document” for all purposes of the Guaranty and any other Loan Document.


 


[Signature Page Follows]


 






     


     


    

 


Exhibit J


Page 3


 


IN WITNESS WHEREOF, the parties hereto
have caused this Guaranty Joinder Agreement to be duly executed as of the date first above written.


 


Address: 


 


	[_______________________]	 	[____________________________________],
	[_______________________]	 	as the Joining Party
	Tel:[____________________]	 	 
	Fax:[____________________]	 	By:	                                                                              ,
	 	 	 	Name:
	 	 	 	Title:




 






     


     


    

 


Exhibit J


Page 4


 


Accepted and Acknowledged by:


 


	CITIBANK, N.A.,	 	 
	as Administrative Agent	 	 
	 	 	 
	By:	           	 	 
	Name:	 	 
	Title:	 	 


 






     


     


    

 



 


EXHIBIT K


 


FORM OF


AMENDED AND RESTATED SECURITY
AGREEMENT


 


[See attached]


 









    


     


    

 


Exhibit K


Page 2















 


 


AMENDED AND RESTATED PLEDGE AND SECURITY
AGREEMENT


 


dated as of


 


December 5, 2019


 


among


 


CF INDUSTRIES HOLDINGS, INC.,

as Holdings,


 


CF INDUSTRIES, INC.,

as the Lead Borrower,


 


and


 


THE OTHER GRANTORS PARTY HERETO


 


and


 


CITIBANK, N.A.,

as Administrative Agent


 


 














     


     


    

 


Exhibit K


Page 3


 



TABLE
OF CONTENTS


 





 



 










	 	Page



 


	Article
                                         1

                                               Definitions
	 
	 	 
	Section 1.01.  Certain Definitions; Rules of Construction	6
	Section 1.02.  Other Defined Terms	6
	 	 
	Article
                                   2

                                   Pledge of
                                   Securities
	 
	 	 
	Section 2.01.  Pledge	9
	Section 2.02.  Delivery of the Pledged Collateral	10
	Section 2.03.  Representations, Warranties and Covenants	10
	Section 2.04.  Actions with Respect to Certain Pledged Collateral	12
	Section 2.05.  Registration in Nominee Name; Denominations	12
	Section 2.06.  Voting Rights; Dividends and Interest	12
	 	 
	Article
                                   3

                                   Security
                                   Interests in Personal Property
	 
	 	 
	Section 3.01.  Security Interest	15
	Section 3.02.  Representations and Warranties	17
	Section 3.03.  Covenants	20
	 	 
	Article
                                   4

                                   Remedies
	 
	 	 
	Section 4.01.  Remedies upon Default	22
	Section 4.02.  Application of Proceeds	24
	Section 4.03.  Grant of License to Use Intellectual Property; Power of Attorney	25
	 	 
	Article
                                   5

                                   Miscellaneous
	 
	 	 
	Section 5.01.  Notices	26
	Section 5.02.  Waivers; Amendment; Several Agreement	26
	Section 5.03.  Administrative Agent’s Fees and Expenses	27
	Section 5.04.  Successors and Assigns	27
	Section 5.05.  Survival of Agreement	28
	Section 5.06.  Counterparts; Effectiveness; Successors and Assigns	28
	Section 5.07.  Severability	28
	Section 5.08.  Governing Law; Jurisdiction; Venue; Waiver of Jury Trial;  Consent to Service of Process	28
	Section 5.09.  Headings	29
	Section 5.10.  Security Interest Absolute	29



 






     


     


    

 


Exhibit K


Page 4



 


	Section
    5.11.  Intercreditor Agreement Governs	29
	Section
    5.12.  Termination or Release	30
	Section
    5.13.  Additional Grantors	31
	Section
    5.14.  Administrative Agent Appointed Attorney-in-Fact	31
	Section
    5.15.  General Authority of the Administrative Agent	32
	Section
    5.16.  Reasonable Care	32
	Section
    5.17.  Mortgages	33
	Section
    5.18.  Reinstatement	33
	Section
    5.19.  Miscellaneous	33
	Section 5.20. Amendment and Restatement	33
	Section
    5.21. Acknowledgement Regarding Supported QFCs	33


 


	SCHEDULES
	 	 
	Schedule
    I	Pledged
    Equity; Pledged Debt
	 	 
	 	 
	EXHIBITS
	 	 
	Exhibit
    I	Form
    of Security Agreement Supplement
	Exhibit
    II	Form
    of Patent Security Agreement
	Exhibit
    III	Form
    of Trademark Security Agreement
	Exhibit
    IV	Form
    of Copyright Security Agreement




 






     


     


    

 


Exhibit K


Page 5



 


AMENDED AND RESTATED PLEDGE AND SECURITY
AGREEMENT dated as of December 5, 2019 among CF INDUSTRIES HOLDINGS, INC., a Delaware corporation (“Holdings”),
CF INDUSTRIES, INC., a Delaware corporation (the “Lead Borrower”) and each other entity identified as a “Grantor”
on the signature pages hereof or who from time to time become a party hereto (together with Holdings and the Lead Borrower, the
“Grantors” and each a “Grantor”) and CITIBANK, N.A., as administrative agent for the Secured
Parties (together with its successors and assigns in such capacity, the “Administrative Agent”).


 


Reference is made to
(i) the Third Amended and Restated Credit Agreement, dated as of September 18, 2015 (as amended as of December 20, 2015, July 29,
2016, October 31, 2016, March 19, 2018 and November 2, 2018 and as further amended, restated, amended and restated, supplemented
or otherwise modified to but not including the Fourth Restatement Effective Date, the “Existing Credit Agreement”),
among Holdings, the Lead Borrower, the lenders party thereto, the issuing banks party thereto and Morgan Stanley Senior Funding,
Inc., as administrative agent (in such capacity, the “Existing Administrative Agent”) and (ii) the Security
and Pledge Agreement dated as of November 21, 2016 (the “Existing Security Agreement”), among Holdings, the
Lead Borrower, the other grantors from time to time party thereto and the Existing Administrative Agent.


 


Holdings, the
Lead Borrower, the Existing Administrative Agent, certain of the lenders party to the Existing Credit Agreement and certain
of the issuing banks party to the Existing Credit Agreement have agreed to amend and restate the Existing Credit Agreement by
entering into that Fourth Amended and Restated Revolving Credit Agreement dated as of December 5, 2019 (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; except
as provided in Article 1.01(a) below, capitalized terms used in this Agreement but not defined in this Agreement having the
respective meanings given to them in the Credit Agreement), among Holdings, the Lead Borrower, the Designated Borrowers from
time to time party thereto, the lenders from time to time party thereto (collectively, the “Lenders” and
each, a “Lender”), the Issuing Banks party thereto and the Administrative Agent. The Lenders have agreed
to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement, the Hedge Banks have
agreed to perform certain obligations under one or more Secured Swap Agreements, the Cash Management Banks have agreed to
provide certain services under certain Cash Management Agreements and the Bilateral LC Providers (together with the Hedge
Banks and the Cash Management Banks, the “Specified Secured Parties”) have agreed to provide one or more
Secured Bilateral LC Facilities (together with the Secured Swap Agreements and the Cash Management Agreements, the
“Other Arrangements”). The obligations of (i) the Lenders to extend such credit, (ii) the Hedge
Banks to perform such obligations under the Secured Swap Agreements, (iii) the Cash Management Banks to perform such
obligations under the Secured Cash Management Agreements and (iv) the Bilateral LC Providers to provide the Secured Bilateral
LC Facilities are conditioned upon, among other things, the execution and delivery of this Agreement. The Grantors (other
than the Lead Borrower) are affiliates of the Lead Borrower, will derive substantial benefits from such extension of credit
by the Lenders, such performance of such obligations by the Hedge Banks and such provision of the Secured Bilateral
Facilities and are willing to execute and deliver this Agreement in order to induce (i) the Lenders to extend such
credit, (ii) the Hedge Banks to enter into such Secured Swap Agreements and to execute the documentation relating
thereto, (iii) the Cash Management Banks to enter into such Secured Cash Management Agreements and to execute the
documentation relating thereto and (iv) the Bilateral LC Providers to provide the Secured Bilateral LC Facilities.
Accordingly, the parties hereto agree as follows:


 






     


     


    

 


Exhibit K


Page 6



 


Article
1

Definitions


 


Section 1.01.     
Certain Definitions; Rules of Construction. (a) All terms defined in the New York UCC (as defined herein) and not
otherwise defined in this Agreement have the meanings specified in the New York UCC; the term “instrument”
shall have the meaning specified in Article 9 of the New York UCC.


 


(b)           
The rules of construction specified in Article 1 of the Credit Agreement also apply to this Agreement.


 


Section 1.02.     
Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“Account Debtor” means
any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.


 


“Administrative Agent”
has the meaning assigned to such term in the preliminary statement of this Agreement.


 


“Accounts” has the meaning
specified in Article 9 of the New York UCC.


 


“Agreement” means this
Amended and Restated Pledge and Security Agreement.


 


“Article 9 Collateral”
has the meaning assigned to such term in ‎Section 3.01(a).


 


“Collateral” means the
Article 9 Collateral and the Pledged Collateral.


 


“Control” when used with
respect to any Deposit Account has the meaning specified in UCC Section 9-104.


 


“Copyright License” means
any written agreement, now or hereafter in effect, granting any right to any third party under any Copyright now or hereafter directly
owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any copyright
now or hereafter owned by any third party, and all rights of such Grantor under any such agreement.


 


“Copyrights”
means all of the following now directly owned or hereafter directly acquired by any Grantor: (a) all copyright rights in any
work subject to and under the copyright laws of the United States (whether or not the underlying works of authorship have
been published), whether as author, assignee, transferee, exclusive licensee or otherwise, (b) all registrations and
applications for registration of any such copyright in the United States, including registrations, recordings, supplemental
registrations and pending applications for registration in the USCO or in any similar office or agency of the United States
and (c) all renewals of any of the foregoing.


 






     


     


    

 


Exhibit K


Page 7



 


“Credit Agreement” has
the meaning assigned to such term in the preliminary statement of this Agreement.


 


“General Intangibles”
has the meaning specified in Article 9 of the New York UCC.


 


“Grantor” and “Grantors”
have the meanings assigned to such terms in the preliminary statement of this Agreement.


 


“Holdings” has the meaning
assigned to such term in the preliminary statement of this Agreement.


 


“Intellectual Property”
means all intellectual property of every kind and nature now directly owned or hereafter directly acquired by any Grantor, including
inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business
information, know-how, show-how or other data or information, the intellectual property rights in software and databases and related
documentation, all additions, improvements and accessions to any of the foregoing, and all goodwill associated therewith.


 


“Intellectual Property Security
Agreements” means the short-form Patent Security Agreement, short-form Trademark Security Agreement, and short-form Copyright
Security Agreement, each substantially in the form attached hereto as Exhibits II, III and IV, respectively.


 


“Investment Property”
has the meaning specified in Article 9 of the New York UCC.


 


“Lead Borrower” has the
meaning assigned to such term in the preliminary statement of this Agreement.


 


“Lender” and “Lenders”
have the meanings assigned to such terms in the preliminary statement of this Agreement.


 


“License” means any Patent
License, Trademark License, Copyright License or other Intellectual Property license or sublicense agreement to which any Grantor
is a party, together with any and all renewals, extensions, amendments and supplements thereof.


 


“New York UCC” means
the Uniform Commercial Code as in effect from time to time in the State of New York.


 






     


     


    

 


Exhibit K


Page 8



 


“Patent License” means
any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention covered
by a Patent, now or hereafter directly owned by any Grantor or that any Grantor otherwise has the right to license or granting
to any Grantor any right to make, use or sell any invention covered by a patent, now or hereafter owned by any third party and
all rights of any Grantor under any such agreement.


 


“Patents” means all of
the following now directly owned or hereafter acquired and directly owned by any Grantor: (a) all letters patent of the United
States, all registrations and recordings thereof, and all applications for letters patent of the United States, including applications
in the USPTO or in any similar office or agency of the United States and (b) all reissues, re-examinations, continuations, divisions,
continuations-in-part, renewals, or extensions thereof, and the inventions or improvements disclosed or claimed therein.


 


“Perfection Certificate”
has the meaning assigned to such term in the Credit Agreement.


 


“Pledged Collateral”
has the meaning assigned to such term in ‎Section 2.01.


 


“Pledged Debt” has the
meaning assigned to such term in ‎Section 2.01.


 


“Pledged Equity” has
the meaning assigned to such term in ‎Section 2.01.


 


“Pledged Securities”
means any promissory notes, stock certificates, limited or unlimited liability membership certificates or other certificated securities
representing the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any
Pledged Collateral; provided that the Pledged Securities shall not include any Excluded Property.


 


“Security Agreement Supplement”
means an instrument in the form of Exhibit I hereto.


 


“Security Interest” has
the meaning assigned to such term in ‎Section 3.01(a).


 


“Specified Pledged Note”
means that certain Revolving Credit Note, dated March 12, 2018, from CF Industries Employee Services, LLC in favor of CF Industries
Enterprises, Inc., with an aggregate commitment amount of $25,000,000.00.


 


“Specified Secured Parties”
has the meaning assigned to such term in the preliminary statement of this Agreement.


 


“Trademark License” means
any written agreement, now or hereafter in effect, granting to any third party any right to use any Trademark now or hereafter
directly owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use
any trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.


 






     


     


    

 


Exhibit K


Page 9



 


“Trademarks” means all
of the following now directly owned or hereafter directly acquired by any Grantor: (a) all trademarks, service marks, trade names,
corporate names, trade dress, logos, designs, business names, fictitious business names and all other source or business identifiers,
and all general intangibles of like nature, protected under the laws of the United States or any state or political subdivision
thereof, as well as any unregistered trademarks and service marks used by a Grantor, (b) all goodwill symbolized thereby or associated
with each of them, (c) all registrations and recordings in connection therewith, including all registration and recording applications
filed in the USPTO or any similar offices in any state of the United States or any political subdivision thereof and (d) all renewals
of any of the foregoing.


 


“USCO” means the United
States Copyright Office.


 


“USPTO” means the United
States Patent and Trademark Office.


 


“Other Arrangements”
has the meaning assigned to such term in the preliminary statement of this Agreement.


 


Article
2

Pledge of Securities


 


Section
2.01.      Pledge.
As security for the payment or performance in full when due of the Obligations, including each Guaranty of the Obligations,
each Grantor hereby (i) confirms and reaffirms its prior pledge and grant in the “Pledged Collateral” (as defined
in the Existing Security Agreement) and (ii) pledges to the Administrative Agent and its successors and assigns, for the
benefit of the Secured Parties, and hereby grants to the Administrative Agent and its successors and assigns, for the
benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under
(a) all Equity Interests now or hereafter directly held by such Grantor in (x) each Material Subsidiary that is a direct
Wholly-Owned Subsidiary of such Grantor and (y) Nitrogen, including in the case of each of clauses (x) and (y)
the Equity Interests listed on Schedule I, and the certificates, if any, representing all such Equity Interests (the
“Pledged Equity”); (b) the Indebtedness owed to such Grantor and listed opposite the name of such Grantor
on Schedule I and any other Indebtedness (including, without limitation, any intercompany notes) directly obtained now
or in the future by such Grantor and the certificates, promissory notes and other instruments, if any, evidencing such
Indebtedness (the “Pledged Debt”); (c) all payments of principal or interest, dividends, cash, instruments
and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the
conversion of, and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt; (d) subject to
‎Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to
in clauses ‎(a), ‎(b), and ‎(c) above; and (e) subject to ‎Section 2.06, all Proceeds of any of the
foregoing (the items referred to in clauses ‎(a) through ‎(e) above being collectively referred to as the
“Pledged Collateral”); provided that notwithstanding anything in this Agreement or any other Loan
Document to the contrary, nothing in this Agreement shall constitute or be deemed to constitute a grant of a
security interest in, and none of the Pledged Collateral shall include, any Excluded Property.


 






     


     


    

 


Exhibit K


Page 10



 


TO HAVE AND TO HOLD the Pledged Collateral,
together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative
Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and
conditions hereinafter set forth.


 


Section 2.02.     
Delivery of the Pledged Collateral. (a) Each Grantor agrees to deliver to the Administrative Agent on the Fourth
Restatement Effective Date all Pledged Securities directly owned by it on the Fourth Restatement Effective Date; provided
that the Specified Pledged Notes shall be delivered no later than thirty (30) days after the Fourth Restatement Effective Date
(or such longer period as the Administrative Agent may agree in its reasonable discretion), and with respect to any Pledged Securities
issued or acquired after the Fourth Restatement Effective Date, it agrees to deliver or cause to be delivered as promptly as practicable
(and in any event, no later than the next date on which a Compliance Certificate is required to be delivered pursuant to Section
5.1(c) of the Credit Agreement (or, if earlier, the date on which such Compliance Certificate is actually delivered to the Administrative
Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion) to the Administrative Agent,
for the benefit of the Secured Parties, any and all such Pledged Securities. If any Pledged Equity consisting of uncertificated
securities subsequently becomes certificated such that it constitutes Pledged Securities, the applicable Grantor agrees to deliver
or cause to be delivered as promptly as practicable (and in any event, no later than the next date on which a Compliance Certificate
is required to be delivered pursuant to Section 5.1(c) of the Credit Agreement (or, if earlier, the date on which such Compliance
Certificate is actually delivered to the Administrative Agent) or such later date as to which the Administrative Agent may agree
in its reasonable discretion) to the Administrative Agent, for the benefit of the Secured Parties, any and all such certificates.


 


(b)           
The Grantors will cause (or, with respect to Indebtedness owed to any Grantor by any Person other than Holdings or any of
its Subsidiaries, will use reasonable best efforts to cause) any Pledged Debt (other than such as may arise from ordinary course
intercompany cash management obligations) constituting Indebtedness for borrowed money owed to any Grantor by any Person that is
not a Grantor having a principal amount in excess of $10 million individually to be evidenced by a duly executed promissory note
that is pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms hereof.


 


(c)           
Upon delivery to the Administrative Agent, any Pledged Securities required to be delivered pursuant to the foregoing paragraphs
‎(a) and (b) of this ‎Section 2.02 shall be accompanied by undated stock or note powers, as applicable, duly executed
in blank or other instruments of transfer reasonably satisfactory to the Administrative Agent.


 


Section 2.03.     
Representations, Warranties and Covenants. Each Grantor represents, warrants and covenants to the Administrative
Agent, for the benefit of the Secured Parties, that:


 






     


     


    

 


Exhibit K


Page 11



 








(a)           
Schedule I correctly sets forth correctly sets forth, as of the Fourth Restatement Effective Date, a true and complete list,
with respect to each Grantor, of all the Pledged Equity owned by such Grantor and all the Pledged Debt (other than such as may
arise from ordinary course intercompany cash management obligations) constituting Indebtedness for borrowed money owed to any Grantor
by any Person that is not a Grantor having a principal amount in excess of $10 million individually owed to such Grantor;


 


(b)           
the Pledged Equity and Pledged Debt (solely with respect to Pledged Debt issued by a Person other than Holdings or any of
its Subsidiaries, to the best of each Grantor’s knowledge) have been duly and validly authorized and issued by the issuers
thereof and (i) in the case of Pledged Equity, is fully paid and nonassessable and (ii) in the case of Pledged Debt (solely with
respect to Pledged Debt issued by a Person other than Holdings or any of its Subsidiaries, to the best of each Grantor’s
knowledge), is the legal, valid and binding obligation of each issuer thereof, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally,
general equitable principles (whether considered in a proceeding at law or in equity) and an implied covenant of good faith and
fair dealing;


 


(c)           
as of the Fourth Restatement Effective Date, each of the Grantors (i) is the direct owner, beneficially and of record, of
the Pledged Securities indicated on Schedule I as directly owned by such Grantor and (ii) holds the same free and clear of all
Liens, other than Liens not prohibited by Section 6.2 of the Credit Agreement;


 


(d)           
except for restrictions and limitations imposed by the Loan Documents or securities laws generally or not prohibited by
the terms of the Credit Agreement, the Pledged Collateral is and will continue to be freely transferable and assignable, and none
of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law
provision or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material
and adverse to the Secured Parties the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto
or the exercise by the Administrative Agent of rights and remedies hereunder;


 


(e)           
each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner
hereby done or contemplated;


 


(f)            
no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to
the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect); and


 


(g)            the
execution and delivery by each Grantor of this Agreement and the pledge of the Pledged Collateral pledged by such
Grantor pursuant hereto create a legal, valid, enforceable and first-priority (subject, as to priority, to Liens not
prohibited by Section 6.2 of the Credit Agreement) security interest in such Pledged Collateral and (i) in the case of
Pledged Securities, upon the earlier of (x) delivery of such Pledged Securities to the Administrative Agent in accordance
with this Agreement and (y) the filing of the applicable Uniform Commercial Code financing statements described in Section
3.01(b) and (ii) in the case of all other Pledged Collateral, upon the filing of the applicable Uniform Commercial Code
financing statements described in Section 3.01(b), shall create a perfected security interest in favor of the
Administrative Agent (for the benefit of the Secured Parties) in respect of such Pledged Collateral.


 






     


     


    

 


Exhibit K


Page 12



 


Section 2.04.     
Actions with Respect to Certain Pledged Collateral. (a) Any limited liability company and any limited partnership
whose Equity Interests are pledged by any Grantor shall either (i) not include in its operative documents any provision that any
Equity Interests in such limited liability company or such limited partnership be a “security” as defined under Article
8 of the Uniform Commercial Code or (ii) certificate any Equity Interests in any such limited liability company or such limited
partnership. To the extent an interest in any limited liability company or limited partnership controlled by any Grantor and pledged
under ‎Section 2.01 is certificated or becomes certificated, (A) each such certificate shall be delivered to the Administrative
Agent pursuant to ‎Section 2.02(a), and (B) such Grantor shall fulfill all other requirements under ‎Section 2.02 applicable
in respect thereof.


 


(b)           
Each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will, with respect
to any Pledged Equity issued by such Grantor constituting “uncertificated securities”, comply with instructions of
the Administrative Agent without further consent by the applicable owner or holder of such Equity Interests.


 


Section 2.05.     
Registration in Nominee Name; Denominations. If an Event of Default shall occur and be continuing, (a) the Administrative
Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities
in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed
or assigned in blank or in favor of the Administrative Agent, and each Grantor will, upon the request of the Administrative Agent,
promptly give to the Administrative Agent copies of any notices or other communications received by it with respect to Pledged
Securities registered in the name of such Grantor and (b) the Administrative Agent, on behalf of the Secured Parties, shall have
the right to exchange certificates representing any Pledged Securities for certificates of smaller or larger denominations for
any purpose consistent with this Agreement (subject, with respect to Pledged Securities issued by any Person other than a Wholly-Owned
Subsidiary of Holdings, to the organizational documents or any other agreement binding on such issuer); provided, in each
case, that the Administrative Agent shall give the Lead Borrower prior written notice of its intent to exercise such rights.


 


Section 2.06.     
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing
and the Administrative Agent shall have notified the Lead Borrower in writing that it is exercising its rights under Article 4
hereof and that the rights of the Grantors under this ‎Section 2.06 are being suspended:


 






     


     


    

 


Exhibit K


Page 13



 








(i)           
Subject to ‎Section 2.06(c), each Grantor shall be entitled to
exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof
for any purpose that would not violate the terms of this Agreement, the Credit Agreement and the other Loan Documents.


 


(ii)           
Subject to ‎Section 2.06(b) below, the Administrative Agent shall
be deemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights
and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph ‎(i)
above and shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies,
powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise
the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph ‎(i)
above.


 


(iii)           
Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions
paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest,
principal and other distributions are not prohibited by the Credit Agreement or the other Loan Documents; provided that
any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether
resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged
Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any
merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become
part of the Pledged Collateral, and, if received by any Grantor, shall be held in trust for the benefit of the Administrative Agent
and the other Secured Parties and shall be promptly (and in any event no later than the next date on which a Compliance Certificate
is required to be delivered pursuant to Section 5.1(c) of the Credit Agreement (or, if earlier, the date on which such Compliance
Certificate is actually delivered to the Administrative Agent) or such later date as to which the Administrative Agent may agree
in its discretion) delivered to the Administrative Agent in the same form as so received (with any necessary endorsement reasonably
requested by the Administrative Agent).


 


(b)            Upon
the occurrence and during the continuance of an Event of Default and after the Administrative Agent shall have notified the
Lead Borrower in writing that it is exercising its rights under Article 4 hereof and that the rights of the Grantors
under this ‎Section 2.06 are being suspended, subject to applicable law, and so long as any Borrowing is outstanding,
all rights of any Grantor to receive dividends, interest, principal or other distributions that such Grantor is authorized to
receive pursuant to paragraph ‎(a)(iii) of this ‎Section 2.06 shall cease, and all such rights shall thereupon
become vested, for the benefit of the Secured Parties, in the Administrative Agent, which shall have the sole and exclusive
right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends,
interest, principal or other distributions received by any Grantor contrary to the provisions of this ‎Section 2.06
shall be held in trust for the benefit of the Administrative Agent and the other Secured Parties, and shall be promptly (and
in any event within forty-five (45) days or such longer period as to which the Administrative Agent may agree in its
reasonable discretion) delivered to the Administrative Agent upon demand in the same form as so received (with any necessary
endorsement reasonably requested by the Administrative Agent). Any and all money and other property paid over to or received
by the Administrative Agent pursuant to the provisions of this paragraph ‎(b) shall be retained by the Administrative
Agent in an account to be established by the Administrative Agent upon receipt of such money or other property and shall be
applied in accordance with the provisions of ‎Section 4.02 hereof. After all Events of Default have been cured or
waived, the Administrative Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal
or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of
paragraph ‎(a)(iii) of this ‎Section 2.06 that have not been applied in accordance with the provisions of
‎Section 4.02 hereof pursuant to this Section 2.06(b).


 






     


     


    

 


Exhibit K


Page 14



 


(c)           
Upon the occurrence and during the continuance of an Event of Default and after the Administrative Agent shall have notified
the Lead Borrower in writing that it is exercising its rights under Article 4 hereof and that the rights of the Grantors under
this ‎Section 2.06 are being suspended, subject to applicable law, all rights of any Grantor to exercise the voting and consensual
rights and powers it is entitled to exercise pursuant to paragraph ‎(a)(i) of this ‎Section 2.06, and the obligations
of the Administrative Agent under paragraph ‎(a)(ii) of this ‎Section 2.06, shall cease, and all such rights shall
thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such
voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Administrative
Agent shall have the right from time to time during the continuance of an Event of Default to permit the Grantors to exercise such
rights at the discretion of the Administrative Agent. After all Events of Default have been cured or waived, (i) each Grantor shall
have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled
to exercise pursuant to the terms of paragraph ‎(a)(i) of this ‎Section 2.06 and (ii) the obligations of the Administrative
Agent pursuant to the terms of paragraph ‎(a)(i) of this ‎Section 2.06 shall be reinstated.


 


(d)           
Any notice given by the Administrative Agent to the Lead Borrower suspending the rights of the Grantors under paragraph
‎(a) of this ‎Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors
at the same or different times and (iii) may suspend the rights of the Grantors under paragraph ‎(a)(i) or paragraph ‎(a)(iii)
of this ‎Section 2.06 in part without suspending all such rights (as specified by the Administrative Agent in its sole and
absolute discretion) and without waiving or otherwise affecting the Administrative Agent’s rights to give additional written
notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.


 






     


     


    

 



 


Exhibit K


Page 15


 


Article
3


Security
Interests in Personal Property


 


Section 3.01.     
Security Interest. (a) As security for the payment or performance in full when due of the Obligations, including
each Guaranty of the Obligations, each Grantor hereby (i) confirms and reaffirms its prior pledge and grant in the “Article
9 Collateral” (as defined in the Existing Security Agreement) and (ii) pledges to the Administrative Agent, for the benefit
of the Secured Parties, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest
(the “Security Interest”) in all right, title or interest in or to any and all of the following assets and properties
now or at any time hereafter directly owned by such Grantor or in which such Grantor now has or at any time in the future may acquire
any right, title or interest (collectively, the “Article 9 Collateral”):


 


(i)           
all Accounts;


 


(ii)           all
Chattel Paper;


 


(iii)          all Deposit Accounts;


 


(iv)          all
Documents;


 


(v)          all
Equipment;


 


(vi)         all Fixtures;


 


(vii)        all General Intangibles;


 


(viii)       all
Intellectual Property, including all claims for, and rights to sue for, past or future infringements of Intellectual Property,
and all income, royalties, damages and payments now or hereafter due or payable with respect to Intellectual Property;


 


(ix)          all
Goods;


 


(x)           all
Instruments;


 


(xi)          all
Inventory;


 


(xii)         all
Investment Property;


 


(xiii)        all books and records pertaining to the Article 9 Collateral;


 


(xiv)        all
Letters of Credit and Letter of Credit Rights;


 


(xv)        all Money;


 



     


     


    




 


Exhibit K


Page 16



 


(xvi)        all Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; and


 


(xvii)       all
Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given
by any Person with respect to any of the foregoing;


 


provided that notwithstanding anything to the
contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (and the terms “Collateral”
and “Article 9 Collateral” shall not include) any Excluded Property.


 


(b)           
Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and
from time to time to file in any relevant jurisdiction any financing statements (including Fixture filings with respect to any
Fixtures associated with Material Real Property that is subject to a Mortgage) with respect to the Article 9 Collateral or
any part thereof and amendments thereto that (i) indicate the Collateral as “all assets of the Debtor, whether now owned
or hereafter acquired” or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain
the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction
for the filing of any financing statement or amendment, including (x) whether such Grantor is an organization, the type of organization
and, if required, any organizational identification number issued to such Grantor and (y) in the case of a financing statement
filed as a Fixture filing, a sufficient description of the Material Real Property subject to a Mortgage to which such Article 9
Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon any reasonable request.
The Administrative Agent shall provide reasonable written notice to the Lead Borrower of all such filings made by the Administrative
Agent on or about the Fourth Restatement Effective Date, and, reasonably promptly thereafter, any subsequent filings or amendments,
supplements or terminations of existing filings, made from time to time thereafter and, in each case, shall, upon the reasonable
request of the Lead Borrower, provide to the Lead Borrower file-stamped copies thereof within a reasonable time following receipt
thereof.


 


(c)           
The Security Interest is granted as security only and shall not subject the Administrative Agent or any other Secured Party
to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Collateral.


 


(d)            The
Administrative Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents (including the
Intellectual Property Security Agreements) as may be necessary or advisable for the purpose of perfecting, confirming,
continuing, enforcing or protecting the Security Interest in United States Intellectual Property granted by each Grantor,
without the signature of any Grantor, and naming the applicable Grantor or Grantors as debtors and the Administrative Agent
as secured party. The Administrative Agent shall provide reasonable written notice to the Borrowers of all such filings made
by the Administrative Agent on or about the Fourth Restatement Effective Date and, reasonably promptly thereafter, any
subsequent filings or amendments, supplements or terminations of existing filings, made from time to time thereafter.


 









     


     


    




 


Exhibit K


Page 17


 



(e)           
Notwithstanding anything to the contrary in the Loan Documents, none of the Grantors shall be required to perfect the Security
Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than
by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings in the USPTO or the USCO, as applicable,
with respect to Intellectual Property as expressly required elsewhere herein, (iii) delivery to the Administrative Agent to be
held in its possession of all Collateral consisting of Pledged Securities as expressly required elsewhere herein or in the Credit
Agreement and (iv) Fixture filings in the applicable real estate records with respect to any Fixtures associated with Material
Real Property that is subject to a Mortgage. No Grantor shall be required to establish the Agent’s “control”
over any Collateral other than the Collateral consisting of Pledged Securities as provided in Section 2.02.


 


Section 3.02.     
Representations and Warranties. Each Grantor represents, warrants and covenants to the Administrative Agent, for
the benefit of the Secured Parties, that:


 


(a)           
Schedule 8 to the Perfection Certificate correctly sets forth, as of the Fourth Restatement Effective Date, a true and complete
list of all real property owned by each Grantor constituting Material Real Property as of the Fourth Restatement Effective Date
and filing offices for Mortgages as of the Fourth Restatement Effective Date.


 


(b)           
Schedule 11 to the Perfection Certificate correctly sets forth, as of the Fourth Restatement Effective Date, a true and
complete list of all promissory notes, Instruments (other than checks to be deposited in the ordinary course of business), Tangible
Chattel Paper, Electronic Chattel Paper and other evidence of indebtedness held by each Grantor as of the Fourth Restatement Effective
Date, including all intercompany notes between or among any two or more Grantors.


 


(c)           
Schedule 12(a) to the Perfection Certificate correctly sets forth, as of the Fourth Restatement Effective Date, a true and
complete list of each Grantor’s issuances, registrations and applications (as applicable) for Patents and Trademarks registered
or applied for at the United States Patent and Trademark Office, including, as applicable, the name of the recorded owner and the
patent, registration, application and/or serial number of each such Patent and Trademark owned by each Grantor. Schedule 12(b)
to the Perfection Certificate correctly sets forth, as of the Fourth Restatement Effective Date, a true and complete list of each
Grantor’s United States registered Copyrights and exclusive Copyright Licenses with respect to United States Copyrights under
which a Grantor is the licensee, including, as applicable, the name of the registered owner, the name of the licensee and licensor,
and the registration number of each such Copyright or such Copyright licensed under such Copyright License owned by each Grantor.


 






     


     


    

 


Exhibit K


Page 18


 



(d)           
Schedule 13 to the Perfection Certificate correctly sets forth, as of the Fourth Restatement Effective Date, a true and
correct list, with respect to each Grantor, of all Commercial Tort Claims held by each Grantor in excess of $10,000,000. 
If any Grantor shall at any time hold or acquire such a Commercial Tort Claim with an amount reasonably estimated to exceed $10,000,000,
such Grantor shall as promptly as practicable (and in any event, no later than the next date on which a Compliance Certificate
is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such
Compliance Certificate is actually delivered to the Administrative Agent) or such later date as to which the Administrative Agent
may agree in its reasonable discretion), deliver to the Administrative Agent a schedule setting forth the brief details thereof
and grant, in writing, the Administrative Agent a security interest therein and in the proceeds thereof, all upon the terms of
this Agreement, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent.


 


(e)           
Schedule 15 to the Perfection Certificate correctly sets forth, as of the Fourth Restatement Effective Date, a true and
correct list, with respect to each Grantor, of all Letters of Credit issued in favor of each Grantor in excess of $10,000,000,
as a beneficiary thereunder.


 


(f)            
Subject to Liens not prohibited by Section 6.2 of the Credit Agreement, each Grantor has good and valid rights in and title
to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder.


 


(g)           
This Agreement has been duly executed and delivered by each Grantor that is party hereto and constitutes a legal, valid
and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’
rights generally and by general principles of equity (whether considered in a proceeding in equity or law).


 


(h)            The
Uniform Commercial Code financing statements in Schedule 6 to the Perfection Certificate or other appropriate
filings, recordings or registrations prepared by the Administrative Agent based upon the information provided to the
Administrative Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in
Schedule 7 to the Perfection Certificate (or specified by written notice from a Borrower to the Administrative Agent after
the Fourth Restatement Effective Date in the case of filings, recordings or registrations required by the Credit Agreement
after the Fourth Restatement Effective Date), are all the filings, recordings and registrations (other than filings required
to be made in the USPTO and the USCO in order to perfect the Security Interest in Article 9 Collateral consisting of
United States Patents, Trademarks or Copyrights) that are necessary to establish a legal, valid and perfected security
interest in favor of the Administrative Agent (for the benefit of the Secured Parties) in respect of all Article 9
Collateral in which the Security Interest may be perfected by filing, recording or registration of a Uniform Commercial Code
financing statement or intellectual property filing in the United States (or any political subdivision thereof), and no
further or subsequent filing, refiling, recording , rerecording, registration or reregistration is necessary in any such
jurisdiction, except as provided under applicable law with respect to the filing of continuation statements and
amendments.


 






     


     


    

 


Exhibit K


Page 19


 



(i)            
Each Grantor represents and warrants on the Fourth Restatement Effective Date that short-form Intellectual Property Security
Agreements containing a description of all Article 9 Collateral consisting of United States Patents, United States registered
Trademarks (and Trademarks for which United States registration applications are pending, unless it constitutes Excluded Property)
and United States registered Copyrights, respectively, have been or on or promptly after the Fourth Restatement Effective Date
shall be executed and delivered to the Administrative Agent for recording by the USPTO and the USCO pursuant to 35 U.S.C. §
261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, as may be necessary to establish
a legal, valid and perfected security interest in favor of the Administrative Agent (for the benefit of the Secured Parties) in
respect of all Article 9 Collateral consisting of registrations and applications for United States Patents, Trademarks (except
pending Trademark applications that constitute Excluded Property) and Copyrights to the extent a security interest may be perfected
by filing, recording or registration in the USPTO or the USCO, and no further or subsequent filing, refiling, recording, rerecording,
registration or reregistration is necessary (other than (i) such filings and actions as are necessary to perfect the Security Interest
with respect to any Article 9 Collateral consisting of registrations and applications for United States Patents, Trademarks
and Copyrights acquired or developed by any Grantor after the date hereof, and (ii) the UCC financing and continuation statements
and amendments contemplated in ‎Section 3.02(c)).


 


(j)            
The Security Interest constitutes a valid security interest in the Article 9 Collateral, and (i) when all appropriate filings,
recordings, registrations and/or notifications are made (and all other actions are taken as may be necessary in connection therewith
(including payment of any applicable filing and recording taxes)) as may be required under applicable law to perfect the Security
Interest and (ii) upon the taking of possession or control by the Collateral Agent of such Article 9 Collateral with respect
to which a security interest may be perfected only by possession or control (which possession or control shall be given to the
Collateral Agent to the extent required by this Agreement (except, for the avoidance of doubt, to the extent otherwise required
by the Intercreditor Agreement)), the Security Interest in such Article 9 Collateral with respect to which such actions have been
taken shall be perfected and shall be prior to any other Lien on any of the Article 9 Collateral, other than Liens not prohibited
by Section 6.2 of the Credit Agreement and subject to any limitations or exclusions from the requirement to perfect the security
interests and Liens on the Collateral described herein.


 


(k)            The
Grantors own, and have rights in, the Article 9 Collateral free and clear of any Lien, except for Liens not prohibited by
Section 6.2 of the Credit Agreement. Subject to the Intercreditor Agreement, none of the Grantors has filed or consented
to the filing of (i) any financing statement or analogous document under the New York UCC or any other applicable laws
covering any Article 9 Collateral, (ii) any assignment in which any Grantor assigns any Article 9 Collateral or any
security agreement or similar instrument covering any Article 9 Collateral with the USPTO or the USCO or (iii) any
assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument
covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or
analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case to the
extent the Lien or security interest evidenced thereby is not prohibited by the Credit Agreement.


 






     


     


    

 


Exhibit K


Page 20


 



Section 3.03.     
Covenants.


 


(a)           
Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments
and documents and take all such actions as the Administrative Agent may from time to time reasonably request to assure, preserve,
protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes
required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing
of any financing statements (including Fixture filings with respect to Fixtures associated with any Material Real Property that
is subject to a Mortgage) or other documents in connection herewith or therewith, all in accordance with the terms of this Agreement
and the Credit Agreement.


 


(b)           
At its option, the Administrative Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests
or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 6.2 of
the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor
fails to do so as required by the Credit Agreement, this Agreement or any other Loan Document and within a reasonable period of
time after the Administrative Agent has requested in writing that the Lead Borrower do so. Any and all reasonable amounts so expended
by the Administrative Agent shall be reimbursed by the Grantors within fifteen (15) Business Days after demand for any payment
made in respect of such amounts that are due and payable or any reasonable expense incurred by the Administrative Agent pursuant
to the foregoing authorization in accordance with ‎Section 5.03; provided, however, that the Grantors shall
not be obligated to reimburse the Administrative Agent with respect to any Intellectual Property included in the Collateral which
any Grantor has abandoned or failed to maintain or pursue, or otherwise allowed to lapse, terminate or be put into the public domain,
in accordance with ‎Section 3.03(c)(iii). Nothing in this paragraph shall be interpreted as excusing any Grantor from the
performance of, or imposing any obligation on the Administrative Agent or any Secured Party to cure or perform, any covenants or
other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances
and maintenance as set forth herein or in the other Loan Documents.


 


(c)           
Intellectual Property Covenants.


 


(i)            In
the event that any Grantor, either directly or through any agent, employee, licensee or designee, (A) files an
application for the registration of (or otherwise becomes the owner of an application or registration for) any Patent,
Trademark or Copyright with the USPTO or the USCO or (B) acquires any registration or application for registration of any
United States Patent, Trademark or Copyright, such Grantor will as promptly as practicable (and in any event, no later than
the next date on which a Compliance Certificate is required to be delivered pursuant to Section 5.1(c) of the Credit
Agreement (or, if earlier, the date on which such Compliance Certificate is actually delivered to the Administrative Agent)
or such later date as to which the Administrative Agent may agree in its reasonable discretion), provide the Administrative
Agent written notice thereof, and, upon request of the Administrative Agent, such Grantor shall promptly execute and deliver
any and all Intellectual Property Security Agreements as the Administrative Agent may reasonably request to evidence the
Administrative Agent’s security interest (for the benefit of the Secured Parties) in such Patent, Trademark or
Copyright, and the general intangibles of such Grantor relating thereto or represented thereby (other than, in each case, to
the extent constituting Excluded Property).


 






     


     


    

 


Exhibit K


Page 21


 



(ii)           
Other than to the extent permitted herein or in the Credit Agreement or with respect to registrations and applications no
longer material, used or useful in the Grantor’s business operations, or except to the extent failure to act would not, as
deemed by the Lead Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with
respect to registration or pending application of each item of its Intellectual Property included in the Article 9 Collateral
for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without
limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration
and maintenance of each Patent, Trademark, or Copyright registration or application, now or hereafter included in such Article 9
Collateral of such Grantor.


 


(iii)           
Other than to the extent permitted herein or in the Credit Agreement, or with respect to registrations and applications
no longer material, used or useful in the Grantor’s business operations, or except as would not, as deemed by the Lead Borrower
in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any
act or knowingly omit to do any act whereby any of its Intellectual Property included in the Article 9 Collateral may lapse,
be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of trade secrets, become publicly
known).


 


(iv)            Other
than as excluded or as permitted herein or in the Credit Agreement, or with respect to Patents, Copyrights or
Trademarks which are no longer material, used or useful in the Grantor’s business operations or except where failure to
do so would not, as deemed by the Lead Borrower in its reasonable business judgment, reasonably be expected to have a
Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual
Property included in the Article 9 Collateral, including, without limitation, maintaining the quality of any and all
products or services used or provided in connection with any of the Trademarks, at least consistent with the quality of the
products and services as of the date hereof, and taking all reasonable steps necessary to ensure that all licensed users of
any of the Trademarks abide by the applicable license’s terms with respect to standards of quality.


 






     


     


    

 


Exhibit K


Page 22


 



(v)           
Notwithstanding clauses ‎(i) through ‎(iv)
above, nothing in this Agreement or any other Loan Document prevents any Grantor from Disposing of, discontinuing the use or maintenance
of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain (or in the case of trade secrets,
become publicly known), any of its Intellectual Property included in the Article 9 Collateral to the extent not prohibited
by the Credit Agreement.


 


(d)           
Except to the extent permitted under the Credit Agreement, each Grantor shall, upon request of the Administrative Agent,
at its own expense, take any and all commercially reasonable actions necessary to defend title and rights to the Article 9
Collateral against all Persons and to defend the Security Interest of the Administrative Agent in the Article 9 Collateral
and the priority thereof against any Lien not permitted pursuant to Section 6.2 of the Credit Agreement. Each Grantor (rather than
the Administrative Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe
and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument
relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof.


 


Article
4

Remedies


 


Section
4.01.      Remedies
upon Default. Upon the occurrence and during the continuance of an Event of Default, it is agreed that the Administrative
Agent shall have the right to exercise any and all rights afforded to a secured party with respect to the Obligations under
the Uniform Commercial Code or other applicable law and also may (a) require each Grantor to, and each Grantor agrees that it
will at its expense and upon request of the Administrative Agent promptly, assemble all or part of the Collateral as
directed by the Administrative Agent and make it available to the Administrative Agent at a place and time to be designated
by the Administrative Agent that is reasonably convenient to both parties; (b) enter into any premises owned or, to the
extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located
in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such
occupation; provided that the Administrative Agent shall provide the applicable Grantor with written notice thereof
prior to such occupancy; (c) with respect to any of the Article 9 Collateral consisting of Intellectual Property, on demand,
to cause the Security Interest to be an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the
applicable Grantors to the Administrative Agent, or to license or sublicense, any such Article 9 Collateral throughout the
world in accordance with Section 4.03; (d) exercise any and all rights and remedies of any of the Grantors under or in
connection with the Collateral, or otherwise in respect of the Collateral; provided that the Administrative Agent
shall provide the applicable Grantor with written notice thereof prior to such exercise; and (e) subject to the mandatory
requirements of applicable law and the notice requirements described below, sell or otherwise dispose of all or any part of
the Collateral securing the Obligations at a public or private sale or at any broker’s board or on any securities
exchange, for cash, upon credit or for future delivery as the Administrative Agent shall deem appropriate. The Administrative
Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective
bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account
for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the
Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the
Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any
claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of
redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or
statute now existing or hereafter enacted.


 






     


     


    

 


Exhibit K


Page 23


 



The
Administrative Agent shall give the applicable Grantors and the Lead Borrower ten (10) Business Days’ written notice
(which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in
other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, in the case
of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a
securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral,
or a portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such
time or times within ordinary business hours and at such place or places as the Administrative Agent may fix and state in the
notice (if any) of such sale. At any such sale, the Collateral, or a portion thereof, to be sold may be sold in one lot as an
entirety or in separate parcels, as the Administrative Agent may (in its sole and absolute discretion) determine. The
Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless
of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or
publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the
time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was
so adjourned. In the case of any sale of all or any part of the Collateral made on credit or for future delivery, the
Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers
thereof, but the Administrative Agent shall not incur any liability in the event that any such purchaser or purchasers shall
fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon
like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured
Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or
appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by
law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due
and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon
compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor
therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a
sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall
be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the
Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the
Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative
Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any
portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a
proceeding by a court appointed receiver. Any sale pursuant to the provisions of this ‎Section 4.01 shall be deemed to
be commercially reasonable as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.


 






     


     


    

 


Exhibit K


Page 24


 



Section 4.02.     
Application of Proceeds.


 


(a)           
Upon the exercise of remedies as set forth in Article VII of the Credit Agreement and subject to the Intercreditor Agreement,
the Administrative Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting
of cash, in the following order:


 


First, to payment of that portion
of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including
amounts payable under Sections 2.14, 2.15, 2.16 and 9.3 of the Credit Agreement) payable to the Administrative Agent in its capacity
as such;


 


Second, to payment of that portion
of the Obligations constituting fees, indemnities and other amounts (other than principal and interest, but including amounts payable
under Sections 2.14, 2.15, 2.16 and 9.3 of the Credit Agreement) payable to the Lenders, ratably among them in proportion to the
amounts described in this clause Second payable to them;


 


Third, to payment of that portion
of the Obligations constituting accrued and unpaid interest on the Loans and Borrowings, any fees, premiums and scheduled periodic
payments due under Secured Swap Agreements, any fees due under Secured Bilateral LC Facilities and any fees due under any Secured
Cash Management Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause
Third payable to them;


 


Fourth,
to payment of that portion of the Obligations constituting unpaid principal of the Loans and Borrowings, unreimbursed LC
Disbursements and any unreimbursed amounts in respect of drawings under letters of credit issued (other than Letters of
Credit) under any Secured Bilateral LC Facility, or payments made pursuant to any letters of guaranty, surety bonds or
similar arrangements under any Secured Bilateral LC Facility, and to cash collateralize (i) that portion of LC Exposure
consisting of the aggregate undrawn amount of Letters of Credit and (ii) the aggregate undrawn amount of letters of credit
(other than Letters of Credit) issued under any Secured Bilateral LC Facility and any unreimbursed contingent amounts under
any letters of guaranty, surety bonds or similar arrangements under any Secured Bilateral LC Facility, and any breakage,
termination or other payments under Secured Swap Agreements and Secured Cash Management Agreements, ratably among the Secured
Parties in proportion to the respective amounts described in this clause Fourth held by them;


 






     


     


    

 


Exhibit K


Page 25


 



Fifth, to the payment of all other
Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date,
ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured
Parties on such date; and


 


Last, the balance, if any, after
all of the Obligations have been paid in full, as directed by the Lead Borrower or as otherwise required by law.


 


(b)           
Subject to the Intercreditor Agreement and the Credit Agreement, the Administrative Agent shall have absolute discretion
as to the time of application of any such proceeds, monies or balances in accordance with this Agreement. Upon any sale of Collateral
by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt
of the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of
the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase
money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.


 


(c)           
In making the determinations and allocations required by this Section 4.02, the Administrative Agent may rely conclusively
upon information supplied to or by the Administrative Agent as to the amounts of unpaid principal and interest and other amounts
outstanding with respect to the Obligations, and the Administrative Agent shall have no liability to any of the Secured Parties
for actions taken in reliance on such information, provided that nothing in this sentence shall prevent any Grantor from contesting
any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Administrative Agent pursuant
to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and
the Administrative Agent shall have no duty to inquire as to the application by the Administrative Agent of any amounts distributed
to it.


 


Section
4.03.      Grant
of License to Use Intellectual Property; Power of Attorney. For the exclusive purpose of enabling the
Administrative Agent to exercise rights and remedies under this Agreement at such time as the Administrative Agent shall be
lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default,
each Grantor hereby grants to the Administrative Agent a non-exclusive, royalty-free, limited license (until the termination
or cure of the Event of Default) to use, license or, to the extent permitted under the terms of the relevant license,
sublicense any of the Intellectual Property included in the Article 9 Collateral now owned or hereafter acquired by such
Grantor, and including in such license reasonable access to all media in which any of the licensed items may be recorded or
stored and to all computer software and programs used for the compilation or printout thereof; provided, however,
that all of the foregoing rights of the Administrative Agent to operate such license, sublicense and other rights shall
expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Administrative Agent
solely during the continuance of an Event of Default and upon ten (10) Business Days’ prior written notice to the
Borrowers, and nothing in this ‎Section 4.03 shall require Grantors to grant any license that is prohibited by any
applicable law, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract,
license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent not
prohibited by the Credit Agreement, with respect to such property or otherwise unreasonably prejudices the value thereof to
the relevant Grantor; provided, further, that such licenses granted hereunder with respect to Trademarks shall
be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used
sufficient to preserve the validity of such Trademarks. Furthermore, each Grantor hereby grants to the Administrative Agent
an absolute power of attorney to sign, subject only to the giving of ten (10) days’ written notice to the Grantor and
Holdings, upon the occurrence and during the continuance of any Event of Default, any document which may be required by
the USPTO or the USCO in order to effect an absolute assignment of all right, title and interest in each registration and
application for a Patent, Trademark or Copyright, and to record the same.


 






     


     


    

 


Exhibit K


Page 26


 



Article
5

Miscellaneous


 


Section 5.01.     
Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing
and given as provided in Section 9.1 of the Credit Agreement. All communications and notices hereunder to any Grantor other
than Holdings shall be given to it in care of Holdings as provided in Section 9.1 of the Credit Agreement.


 


Section
5.02.      Waivers;
Amendment; Several Agreement. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in
exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right
or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and
remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this
Agreement or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be
permitted by paragraph ‎(b) of this ‎Section 5.02, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan
or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative
Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on
any Grantor in any case shall entitle any Grantor to any other or further notice or demand in similar or other
circumstances.


 






     


     


    

 


Exhibit K


Page 27


 



(b)           
Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements
in writing entered into by the Administrative Agent and the Grantor or Grantors with respect to which such waiver, amendment or
modification is to apply, subject to any consent required in accordance with Section 9.2 of the Credit Agreement; provided
that the Administrative Agent in its reasonable discretion may grant extensions of time for the creation or perfection of security
interests in, or taking other actions with respect to, particular assets or any other compliance with the requirements of this
Agreement where it reasonably determines in writing, in consultation with the Lead Borrower, that the creation or perfection of
security interests in or taking other actions, or any other compliance with the requirements of this definition cannot be accomplished
without undue delay, burden or expense by the time or times at which it would otherwise be required by this Agreement.


 


(c)           
This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, modified, supplemented
(including by the addition of a Grantor pursuant to a Security Agreement Supplement), waived or released with respect to any Grantor
without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder.


 


Section 5.03.     
Administrative Agent’s Fees and Expenses. (a) The parties hereto agree that the Administrative Agent shall
be entitled to reimbursement of its expenses incurred hereunder (including without limitation disbursements of the Administrative
Agent pursuant to ‎Section 5.14) and indemnity for its actions in connection herewith as provided in Section 9.3 of the Credit
Agreement; provided that each reference therein to a “Borrower” shall be deemed to be a reference to a “Grantor”.


 


(b)           
Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral
Documents. The provisions of this ‎Section 5.03 shall remain operative and in full force and effect regardless of the termination
of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of
the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any
investigation made by or on behalf of the Administrative Agent or any other Secured Party.


 


Section
5.04.      Successors
and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to
include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any
Grantor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit of their
respective successors and assigns, to the extent permitted under Section 9.4 of the Credit Agreement.


 






     


     


    

 


Exhibit K


Page 28


 



Section 5.05.     
Survival of Agreement. All covenants, agreements, representations and warranties made by the Grantors in this Agreement
and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement shall be considered
to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any
Loans and issuance of any Letters of Credit, regardless of any investigation made by any Lender or on its behalf, and shall continue
in full force and effect until the termination of this Agreement in accordance with Section 5.12(a).


 


Section 5.06.     
Counterparts; Effectiveness; Successors and Assigns. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by
facsimile or other electronic communication of an executed counterpart of a signature page to this Agreement shall be effective
as delivery of an original executed counterpart of this Agreement. This Agreement shall become effective as to any Grantor when
a counterpart hereof executed on behalf of such Grantor shall have been delivered to the Administrative Agent and a counterpart
hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding, without the consent of
any other party, upon such Grantor and the Administrative Agent and their respective successors and assigns permitted thereby,
and shall inure to the benefit of such Grantor, the Administrative Agent and the other Secured Parties and their respective successors
and assigns permitted thereby, except that no Grantor shall have the right to assign or transfer its rights or obligations hereunder
or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as permitted by this Agreement
or the other Loan Documents (it being understood that a merger or consolidation not prohibited by the Credit Agreement shall not
constitute an assignment or transfer).


 


Section 5.07.     
Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the
validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction.


 


Section 5.08.     
Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to Service of Process. (a) THE TERMS OF SECTION
9.9 OF THE CREDIT AGREEMENT WITH RESPECT TO GOVERNING LAW, SUBMISSION OF JURISDICTION AND VENUE ARE INCORPORATED HEREIN BY REFERENCE,
MUTATIS MUTANDIS, AND THE PARTIES HERETO AGREE TO SUCH TERMS.


 


(b)            EACH
PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.


 






     


     


    

 


Exhibit K


Page 29


 



(c)           
Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in ‎Section
5.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted
by law.


 


Section 5.09.     
Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only,
are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this
Agreement.


 


Section 5.10.     
Security Interest Absolute. To the extent permitted by applicable law, all rights of the Collateral Agent hereunder,
the Security Interest, the grant of a security interest in the Collateral and all obligations of each Grantor hereunder shall be
absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document,
any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b)
any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment
or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument,
(c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent
under or departure from any guarantee, securing or guaranteeing all or any of the Obligations or (d) any other circumstance that
might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement.


 


Section 5.11.     
Intercreditor Agreement Governs.


 


(a)            Notwithstanding
anything herein to the contrary, (i) the priority of the liens and security interests granted to the Administrative Agent
pursuant to this Agreement are expressly subject to the Intercreditor Agreement and (ii) the exercise of any right or
remedy by the Administrative Agent hereunder is subject to the limitations and provisions of the Intercreditor Agreement. In
the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement regarding the
priority of the liens and the security interests granted to the Administrative Agent or exercise of any rights or remedies by
the Administrative Agent, the terms of the Intercreditor Agreement shall govern.


 






     


     


    

 


Exhibit K


Page 30


 



(b)           
Notwithstanding anything herein to the contrary, to the extent any Grantor is required hereunder to deliver Collateral to,
or the possession or control by, the Administrative Agent for purposes of possession and/or “control” (as such term
is used herein) and is unable to do so as a result of having previously delivered such Collateral to the Controlling Authorized
Representative (as defined in the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, such Grantor’s
obligations hereunder with respect to such delivery shall be deemed complied with and satisfied by the delivery to the Controlling
Authorized Representative (as defined in the Intercreditor Agreement), as gratuitous bailee and/or gratuitous agent for the benefit
of each other First-Priority Secured Party (as defined in the Intercreditor Agreement)..


 


Section 5.12.     
Termination or Release.


 


(a)           
This Agreement, the Security Interest and all other security interests granted hereby shall automatically terminate with
respect to all Obligations (i) upon the occurrence of the Collateral and Guarantee Release Date and (ii) upon termination
of the Commitments and payment in full of all Obligations (other than Secured Swap Obligations, Secured Bilateral LC Obligations,
indemnities and contingent obligations with respect to which no claim for reimbursement has been made, and other than Letters of
Credit that have been cash collateralized pursuant to arrangements mutually agreed between the applicable Issuing Bank and the
Lead Borrower or with respect to which other arrangements have been made that are satisfactory to the applicable Issuing Bank).


 


(b)           
A Grantor (other than a Borrower) shall automatically be released from its obligations hereunder in accordance with, and
to the extent provided by, Section 9.17 of the Credit Agreement.


 


(c)           
The security interest granted hereunder by any Grantor in any Collateral shall be automatically released and the license
granted in ‎Section 4.03 shall be automatically terminated with respect to such Collateral (i) at the time the property subject
to such security interest is transferred or to be transferred as part of or in connection with any transfer not prohibited by the
Credit Agreement (and the Administrative Agent may rely conclusively on a certificate to that effect provided to it by such Grantor
upon its reasonable request without further inquiry) to any person other than a Grantor, (ii) subject to Section 9.2
of the Credit Agreement, if the release of such security interest is approved, authorized or ratified in writing by the Required
Lenders or (iii) upon release of such Grantor from its obligations hereunder pursuant to Section 5.12(b) above.


 


(d)            In
connection with any termination or release pursuant to paragraph ‎(a), ‎(b) or ‎(c) of this
‎Section 5.12, the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all
documents and take all such further actions that such Grantor shall reasonably request to evidence such termination or
release, in each case in accordance with the terms of Article VIII and Section 9.17 of the Credit Agreement. Any execution
and delivery of documents pursuant to this ‎Section 5.12 shall be without recourse to or warranty by the Administrative
Agent.


 






     


     


    

 


Exhibit K


Page 31


 



(e)           
Notwithstanding anything to the contrary set forth in this Agreement, each Specified Secured Party by the acceptance of
the benefits under this Agreement hereby acknowledges and agrees that (i) the obligations of Holdings or any of its Subsidiaries
under any Other Arrangement shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other
Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require
the consent of any Specified Secured Party.


 


Section 5.13.     
Additional Grantors. Each direct or indirect Domestic Subsidiary of Holdings that is required to enter into this
Agreement as a Grantor pursuant to Section 5.9(b) of the Credit Agreement shall, and any Subsidiary of Holdings may, execute and
deliver a Security Agreement Supplement and thereupon such Subsidiary shall become a Grantor hereunder with the same force and
effect as if originally named as a Grantor herein. The execution and delivery of any such instrument shall not require the consent
of any other Grantor hereunder or of any other Person. The rights and obligations of each Grantor hereunder shall remain in full
force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.


 


Section
5.14.      Administrative
Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent the attorney-in-fact of such
Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any
instrument that the Administrative Agent may deem necessary or advisable and consistent with the terms of this Agreement and
the Credit Agreement to accomplish the purposes hereof at any time after and during the continuance of an Event of Default,
which appointment is irrevocable for the term hereof and coupled with an interest. The foregoing appointment shall terminate
upon termination of this Agreement (or, with respect to any Guarantor released from its obligations hereunder in accordance
with Section 5.12 before termination of this Agreement, upon such release of such Grantor) and the Security Interest granted
hereunder pursuant to ‎Section 5.12(a). Without limiting the generality of the foregoing, the Administrative Agent
shall have the right, upon the occurrence and during the continuance of an Event of Default and written notice by the
Administrative Agent to Holdings of its intent to exercise such rights, with full power of substitution either in the
Administrative Agent’s name or in the name of such Grantor, (a) to receive, endorse, assign and/or deliver any and all
notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part
thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the
Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to
send verifications of Accounts to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings
at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or
to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits
or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors
to make payment directly to the Administrative Agent; (h) to make, settle and adjust claims in respect of Article 9
Collateral under policies of insurance, including endorsing the name of any Grantor on any check, draft, instrument or other
item of payment for the proceeds of such policies of insurance, making all determinations and decisions with respect thereto
and obtaining or maintaining the policies of insurance required by Section 5.5 of the Credit Agreement or paying any
premium in whole or in part relating thereto; and (i) to use, sell, assign, transfer, pledge, make any agreement with respect
to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the
purposes of this Agreement, as fully and completely as though the Administrative Agent were the absolute owner of the
Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the
Administrative Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by
the Administrative Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or
any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. Anything in this
‎Section 5.14 to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights
under the appointment provided for in this ‎Section 5.14 unless an Event of Default shall have occurred and be
continuing. The Administrative Agent and the other Secured Parties shall be accountable only for amounts actually received as
a result of the exercise of the powers granted to them herein. No Agent Party shall be liable in the absence of its own gross
negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction.


 






     


     


    

 


Exhibit K


Page 32


 



Section 5.15.     
General Authority of the Administrative Agent. By acceptance of the benefits of this Agreement and any other Collateral
Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment
of the Administrative Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Administrative
Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this
Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving
or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations
with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral
Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or
thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the
terms of this Agreement and any other Collateral Documents.


 


Section 5.16.     
Reasonable Care. The Administrative Agent is required to exercise reasonable care in the custody and preservation
of any of the Collateral in its possession; provided that the Administrative Agent shall be deemed to have exercised reasonable
care in the custody and preservation of any of the Collateral, if such Collateral is accorded treatment substantially similar to
that which the Administrative Agent accords its own property.


 






     


     


    

 


Exhibit K


Page 33


 



Section 5.17.     
Mortgages. In the event that any of the Collateral hereunder is also subject to a valid and enforceable Lien under the
terms of a Mortgage and the terms thereof are inconsistent with the terms of this Agreement, then with respect to such Collateral,
the terms of such Mortgage shall control in the case of Fixtures, and the terms of this Agreement shall control in the case of
all other Collateral.


 


Section 5.18.     
Reinstatement. This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Administrative
Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Holdings or any
other Loan Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, Holdings or any other Loan Party or any substantial part of its property, or otherwise, all as though such payments
had not been made.


 


Section 5.19.     
Miscellaneous. (a) The Administrative Agent may execute any of the powers granted under this Agreement and perform
any duty hereunder either directly or by or through agents or attorneys-in-fact.


 


(b)           
The Administrative Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the
occurrence of any Event of Default unless and until the Administrative Agent shall have received a notice of Event of Default or
a notice from the Grantor or the Secured Parties to the Administrative Agent in its capacity as Administrative Agent indicating
that an Event of Default has occurred. The Administrative Agent shall have no obligation either prior to or after receiving such
notice to inquire whether an Event of Default has, in fact, occurred and shall be entitled to rely conclusively, and shall be fully
protected in so relying, on any notice so furnished to it.


 


Section 5.20.     
Amendment and Restatement. This Agreement amends and restates the Existing Security Agreement in its entirety and,
upon effectiveness of this Agreement, the terms and provisions of the Existing Security Agreement shall be amended and restated
hereby and the rights and obligations of the parties hereto shall be governed by this Agreement rather than the Existing Security
Agreement. This Agreement is given in substitution for the Existing Security Agreement, is in no way intended to constitute a novation
of the Existing Security Agreement and the security interests in the Existing Security Agreement hereby are renewed and extended
and shall be continuing. The parties hereto acknowledge and agree that any waivers, express or implied by course of conduct or
otherwise, amendments or other actions (or failures to act) under the Existing Security Agreement shall be of no use in interpreting
the rights and duties of the parties under this Agreement.


 


Section 5.21.     
Acknowledgement Regarding Supported QFCs. Each party to this Agreement acknowledges the provisions of Section 9.23
of the Credit Agreement and agrees to be bound by those provisions as fully as if set forth herein.


 


[Signature pages follow]




 






     


     


    

 


Exhibit K


Page 34


 



IN WITNESS WHEREOF, the parties hereto have
duly executed this Agreement as of the day and year first above written.


 


	 	CF INDUSTRIES HOLDINGS, INC.,

                                                                                as Holdings

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	CF INDUSTRIES, INC.,

                                                as the Lead Borrower

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	CF INDUSTRIES ENTERPRISES, LLC,

                                                as a Grantor

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	CF INDUSTRIES SALES, LLC,

                                                as a Grantor

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	CF INDUSTRIES DISTRIBUTION FACILITIES, LLC,

                                                as a Grantor

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






     


     


    

  


Exhibit K


Page 35


 








	 	CF USA HOLDINGS, LLC,

                                                as a Grantor

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






     


     


    

 


Exhibit K


Page 36


 






	 	CITIBANK, N.A.,

                                                as Administrative Agent

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






     


     


    




 



 


Exhibit K


Page 37


 


SCHEDULE I


 


PLEDGED EQUITY


 


	
        Issuer

         
	
        Number
        of 

Certificate

         
	
        Registered
        Owner

         
	
        Number
        and Class

 of Equity Interests

         
	
        Percentage
        of 

Equity Interests

         

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


PLEDGED DEBT


 


	
        Holder/Payee/Lender

         
	
        Maker/Payor/Borrower

         
	
        Principal
        Amount/Commitment Amount

         
	
        Date of
        Note

         
	
        Maturity
        Date

         

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 






     


     


    




 


 


Exhibit K


Page 38



 


EXHIBIT I TO THE

SECURITY AGREEMENT


 


SUPPLEMENT NO. [●] dated as of [●],
to the Amended and Restated Pledge and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Security Agreement”) dated as of December 5, 2019 among CF Industries Holdings,
Inc. (“Holdings”) and CF Industries, Inc. (the “Lead Borrower”), as Grantors, the other Grantors
party thereto and Citibank, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties.


 


A.       Reference
is made to the Fourth Amended and Restated Revolving Credit Agreement dated as of December 5, 2019 (as amended, restated, amended
and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings,
the Lead Borrower, the Designated Borrowers from time to time party thereto, the lenders from time to time party thereto (collectively,
the “Lenders” and each, a “Lender”), the Issuing Banks party thereto and the Administrative
Agent.


 


B.       Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement.


 


C.       The
Grantors have entered into the Security Agreement in order to induce (x) the Lenders to make Loans and the Issuing Banks to issue
Letters of Credit and (y) the Specified Secured Parties to enter into and/or maintain the Other Arrangements. ‎Section 5.13
of the Security Agreement provides that certain additional Subsidiaries of Holdings may become Grantors under the Security Agreement
by execution and delivery of an instrument in the form of this Supplement. The undersigned (the “New Subsidiary”)
is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Grantor under the Security
Agreement in order to induce (x) the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit
and (y) the Specified Secured Parties to enter into and/or maintain the Other Arrangements and as consideration for (x) Loans previously
made and Letters of Credit previously issued and (y) Other Arrangements previously entered into and/or maintained.


 


Accordingly, the Administrative Agent and
the New Subsidiary agree as follows:


 


SECTION 1.    In accordance with ‎Section
5.13 of the Security Agreement, the New Subsidiary by its signature below becomes a Grantor under the Security Agreement with
the same force and effect as if originally named therein as a Grantor and the New Subsidiary hereby (a) agrees to all the terms
and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations
and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing,
the New Subsidiary, as security for the payment and performance in full of the Obligations does hereby create and grant to the
Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security
interest in and lien on all of the New Subsidiary’s right, title and interest in and to the Collateral (as defined in the
Security Agreement) of the New Subsidiary. Each reference to a “Grantor” in the Security Agreement shall be
deemed to include the New Subsidiary. The Security Agreement is hereby incorporated herein by reference. The New Subsidiary hereby
irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file
in any relevant jurisdiction any financing statements (including Fixture filings with respect to any Fixtures associated with
Material Real Property that is subject to a Mortgage) with respect to the Article 9 Collateral or any part thereof and amendments
thereto that (i) indicate the Collateral as “all assets of the Debtor, whether now owned or hereafter acquired” or
words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required
by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any
financing statement or amendment, including (x) whether such Grantor is an organization, the type of organization and, if required,
any organizational identification number issued to such Grantor and (y) in the case of a financing statement filed as a Fixture
filing, a sufficient description of the Material Real Property subject to a Mortgage to which such Article 9 Collateral relates.
The New Subsidiary agrees to provide such information to the Administrative Agent promptly upon any reasonable request.


 






     


     


    

 


Exhibit K


Page 39



 


SECTION 2.    The New Subsidiary represents
and warrants to the Administrative Agent for the benefit of the Secured Parties that this Supplement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with
its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.


 


SECTION 3.    This Supplement may be executed
in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative
Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary, and the Administrative
Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission or
other electronic communication shall be as effective as delivery of a manually signed counterpart of this Supplement.


 


SECTION 4.    The New Subsidiary hereby
represents and warrants that (a) set forth under its signature hereto is the true and correct legal name of the New Subsidiary,
its jurisdiction of formation and the location of its chief executive office and (b) the Perfection Certificate required to be
delivered pursuant to Section 5.9(b) of the Credit Agreement has been duly prepared, completed and executed and the information
set forth therein is correct and complete in all respects as of the date hereof.


 


SECTION 5.    Except as supplemented hereby,
the Security Agreement shall remain in full force and effect.


 






     


     


    

 


Exhibit K


Page 40


 



SECTION 6.    THIS SUPPLEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS
PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


SECTION 7.    If any provision of this Supplement
is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this
Supplement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


SECTION 8.    All communications and notices
hereunder shall be in writing and given as provided in ‎Section 5.01 of the Security Agreement.


 


[Signatures on following page]


 






     


     


    

 


Exhibit K


Page 41



 


IN WITNESS WHEREOF, the New Subsidiary and
the Administrative Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.


 


	 	[NAME OF NEW SUBSIDIARY]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:	 





 


	 	Jurisdiction of Formation: 

Address of Chief Executive Office:  





 


	 	CITIBANK, N.A.,
	 	as Administrative Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






     


     


    




 


Exhibit K


Page 42



 


EXHIBIT II


 


FORM OF

PATENT SECURITY AGREEMENT

(SHORT-FORM)


 


PATENT SECURITY AGREEMENT, dated as of [●]
(this “Agreement”) among the Persons listed on the signature pages hereof, as Grantors, and CITIBANK, N.A.,
as administrative agent (the “Administrative Agent”) for the Secured Parties.


 


Reference is made to the Amended and Restated
Pledge and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time,
the “Security Agreement”) dated as of December 5, 2019 among CF Industries Holdings, Inc. (“Holdings”)
and CF Industries, Inc. (the “Lead Borrower”), as Grantors, the other Grantors party thereto and the Administrative
Agent. The Secured Parties’ agreements in respect of extensions of credit to the Borrowers are set forth in the Fourth Amended
and Restated Revolving Credit Agreement dated as of December 5, 2019 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among Holdings, the Lead Borrower, the Designated
Borrowers from time to time party thereto, the lenders from time to time party thereto (collectively, the “Lenders”
and each, a “Lender”), the Issuing Banks party thereto and the Administrative Agent. The Grantors are affiliates
of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement
and the performance of obligations by the Specified Secured Parties under any Other Arrangements and the undersigned Grantors are
willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit and the Specified Secured Parties
to enter in to such Other Arrangements. Accordingly, the parties hereto agree as follows:


 


Section 1.    Terms. Capitalized terms used
in this Agreement and not otherwise defined herein have the meanings assigned to such terms in the Security Agreement. The rules
of construction specified in Article I of the Credit Agreement also apply to this Agreement. For purposes of this Agreement, “Patents”
means all of the following now directly owned or hereafter acquired and directly owned by any Grantor: (a) all letters patent of
the United States, all registrations and recordings thereof, and all applications for letters patent of the United States, including
applications in the USPTO or in any similar office or agency of the United States, (b) all reissues, re-examinations, continuations,
divisions, continuations-in-part, renewals, or extensions thereof, and the inventions or improvements disclosed or claimed therein,
(c) all claims for, and rights to sue for, past or future infringements of any of the foregoing, and (d) all income, royalties,
damages and payments now or hereafter due or payable with respect to any of the foregoing.


 


Section 2.    Grant
of Security Interest. As security for the payment or performance in full when due of the Obligations, including each Guaranty
of the Obligations, each Grantor hereby pledges to the Administrative Agent, for the benefit of the Secured Parties, and hereby
grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all right, title or interest
in or to any and all of the following assets and properties now or at any time hereafter directly owned by such Grantor or in
which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Patent
Collateral”):


 






     


     


    

 


Exhibit K


Page 43



 


(a) all Patents, including those listed on Schedule I hereto;
and


 


(b) to the extent not included in the foregoing, all Proceeds
and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person
with respect to any of the foregoing.


 


Notwithstanding anything to the contrary in (a) or (b) above,
this Agreement shall not constitute a grant of a security interest in (and the term "Patent Collateral" shall not include)
any Excluded Property.


 


Section 3.    Termination. This Patent Security
Agreement and the security interest granted hereby shall automatically terminate with respect to all of a Grantor’s Obligations
and any Lien arising therefrom shall be automatically released upon termination of the Security Agreement or release of such Grantor’s
obligations thereunder. The Administrative Agent shall, in connection with any termination or release herein or under the Security
Agreement, execute and deliver to any Grantor as such Grantor may request, an instrument in writing releasing the security interest
in the Patent Collateral acquired under this Agreement. Additionally, upon such termination or release, the Administrative Agent
shall reasonably cooperate with any efforts made by a Grantor to make of record or otherwise confirm such satisfaction including,
but not limited to, the release and/or termination of this Agreement and any security interest in, to or under the Patent Collateral.


 


Section 4.    Supplement to the Security
Agreement. The security interests granted to the Administrative Agent herein are granted in furtherance, and not in limitation
of, the security interests granted to the Administrative Agent pursuant to the Security Agreement. Each Grantor hereby acknowledges
and affirms that the rights and remedies of the Administrative Agent with respect to the Patent Collateral are more fully set forth
in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth
herein. In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security
Agreement shall govern.


 


Section 5.    Governing Law. THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICTS
OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 






     


     


    

 


Exhibit K


Page 44



 


Section 6.    Intercreditor Agreement Governs.
Notwithstanding anything herein to the contrary, (i) the priority of the liens and security interests granted to the Administrative
Agent pursuant to this Agreement are expressly subject to the Intercreditor Agreement and (ii) the exercise of any right or remedy
by the Administrative Agent hereunder is subject to the limitations and provisions of the Intercreditor Agreement. In the event
of any conflict between the terms of the Intercreditor Agreement regarding the priority of the liens and the security interests
granted to the Administrative Agent or exercise of any rights or remedies by the Administrative Agent and the terms of this Agreement,
the terms of the Intercreditor Agreement shall govern.


 


Section 7.    Counterparts. This Agreement
may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when it
shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature
page of this Agreement by telecopy or other electronic imaging means (including in .pdf format) shall be effective as delivery
of a manually executed counterpart of this Agreement.


 


[Signatures on following page]


 






     


     


    

 


Exhibit K


Page 45



 


IN WITNESS WHEREOF, the parties hereto have
duly executed this Agreement as of the day and year first above written.


 





	 	[GRANTOR],
	 	as a Grantor
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






     


     


    

 


Exhibit K


Page 46



 


	 	CITIBANK, N.A.,
	 	as Administrative Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









 



     


     


    




 


Exhibit K


Page 47



 


Schedule I


 


Short Particulars of U.S. Patent Collateral


 


United States Issued Patents:


 


	owner	PATENT

number	

name
	 	 	 


 


United States Patent Applications:


 


	owner	application

number	

name
	 	 	 





 



     


     


    




 


 



 


Exhibit K


Page 48


 


EXHIBIT III





FORM OF

TRADEMARK SECURITY AGREEMENT

(SHORT-FORM)


 


TRADEMARK SECURITY AGREEMENT, dated as of
[●] (this “Agreement”) among the Persons listed on the signature pages hereof, as Grantors, and CITIBANK,
N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties.


 


Reference is made to the Amended and Restated
Pledge and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time,
the “Security Agreement”) dated as of December 5, 2019 among CF Industries Holdings, Inc. (“Holdings”)
and CF Industries, Inc. (the “Lead Borrower”), as Grantors, the other Grantors party thereto and the Administrative
Agent. The Secured Parties’ agreements in respect of extensions of credit to the Borrowers are set forth in the Fourth Amended
and Restated Revolving Credit Agreement dated as of December 5, 2019 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among Holdings, the Lead Borrower, the Designated
Borrowers from time to time party thereto, the lenders from time to time party thereto (collectively, the “Lenders”
and each, a “Lender”), the Issuing Banks party thereto and the Administrative Agent. The Grantors are affiliates
of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement
and the performance of obligations by the Specified Secured Parties under any Other Arrangements and the undersigned Grantors are
willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit and the Specified Secured Parties
to enter in to such Other Arrangements. Accordingly, the parties hereto agree as follows:


 


Section 1.        Terms. Capitalized terms used
in this Agreement and not otherwise defined herein have the meanings assigned to such terms in the Security Agreement. The rules
of construction specified in Article I of the Credit Agreement also apply to this Agreement. For purposes of this Agreement, “Trademarks”
means all of the following now directly owned or hereafter directly acquired by any Grantor: (a) all trademarks, service marks,
trade names, corporate names, trade dress, logos, designs, business names, fictitious business names and all other source or business
identifiers, and all general intangibles of like nature, protected under the laws of the United States or any state or political
subdivision thereof, as well as any unregistered trademarks and service marks used by a Grantor, (b) all goodwill symbolized thereby
or associated with each of them, (c) all registrations and recordings in connection therewith, including all registration and recording
applications filed in the USPTO or any similar offices in any state of the United States or any political subdivision thereof,
(d) all renewals of any of the foregoing, (e) all claims for, and rights to sue for, past or future infringements of any of the
foregoing, and (f) all income, royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing.


 






     


     


    

 


Exhibit K


Page 49



 


Section 2.       Grant of Security Interest.
As security for the payment or performance in full when due of the Obligations, including each Guaranty of the Obligations, each
Grantor hereby pledges to the Administrative Agent, for the benefit of the Secured Parties, and hereby grants to the Administrative
Agent, for the benefit of the Secured Parties, a security interest in all right, title or interest in or to any and all of the
following assets and properties now or at any time hereafter directly owned by such Grantor or in which such Grantor now has or
at any time in the future may acquire any right, title or interest (collectively, the “Trademark Collateral”):


 


(a) all Trademarks, including those listed on Schedule I hereto;
and


 


(b) to the extent not included in the foregoing, all Proceeds
and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person
with respect to any of the foregoing.


 


Notwithstanding anything to the contrary in (a) or (b)
above, this Agreement shall not constitute a grant of a security interest in (and the term "Trademark Collateral"
shall not include) any Excluded Property, including any trademark application filed in the United States Patent and Trademark
Office on the basis of the applicant’s intent-to-use such trademark unless and until evidence of use of the trademark
has been filed with, and accepted by the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d)
of the Lanham Act (15 U.S.C. §1051, et seq.), solely to the extent that granting a security interest in such trademark
application prior to such filing and acceptance would adversely affect the enforceability or validity of such trademark
application or the resulting trademark registration.


 


Section 3.       Termination. This Trademark
Security Agreement and the security interest granted hereby shall automatically terminate with respect to all of a Grantor’s
Obligations and any Lien arising therefrom shall be automatically released upon termination of the Security Agreement or release
of such Grantor’s obligations thereunder. The Administrative Agent shall, in connection with any termination or release herein
or under the Security Agreement, execute and deliver to any Grantor as such Grantor may request, an instrument in writing releasing
the security interest in the Trademark Collateral acquired under this Agreement. Additionally, upon such termination or release,
the Administrative Agent shall reasonably cooperate with any efforts made by a Grantor to make of record or otherwise confirm such
satisfaction including, but not limited to, the release and/or termination of this Agreement and any security interest in, to or
under the Trademark Collateral.


 


Section 4.       Supplement to the
Security Agreement. The security interests granted to the Administrative Agent herein are granted in furtherance, and not in
limitation of, the security interests granted to the Administrative Agent pursuant to the Security Agreement. Each Grantor
hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect to the Trademark
Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated
herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the
Security Agreement, the terms of the Security Agreement shall govern.


 






     


     


    

 


Exhibit K


Page 50



 


Section 5.       Governing Law. THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICTS
OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


Section 6.       Intercreditor Agreement Governs.
Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Administrative Agent pursuant
to this Agreement are expressly subject to the Intercreditor Agreement and (ii) the exercise of any right or remedy by the Administrative
Agent hereunder is subject to the limitations and provisions of the Intercreditor Agreement. In the event of any conflict between
the terms of the Intercreditor Agreement regarding the priority of the liens and the security interests granted to the Administrative
Agent or exercise of any rights or remedies by the Administrative Agent and the terms of this Agreement, the terms of the Intercreditor
Agreement shall govern.


 


Section 7.       Counterparts. This Agreement
may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when it
shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature
page of this Agreement by telecopy or other electronic imaging means (including in .pdf format) shall be effective as delivery
of a manually executed counterpart of this Agreement.


 


[Signatures on following page]


 






     


     


    

 


Exhibit K


Page 51



 


IN WITNESS WHEREOF, the parties hereto have
duly executed this Agreement as of the day and year first above written.


 


		[GRANTOR],

                                                                     as a Grantor




 


		By:  	
		 	Name:
		 	Title:




 






     


     


    

 





Exhibit K


Page 52



 


		CITIBANK, N.A.,

                                                                                as Administrative Agent




 


		By:	
		 	Name:
		 	Title:




 






     


     


    

 


Exhibit K


Page 53



 


Schedule I


 


Short Particulars of U.S. Trademark Collateral


 


	                Grantor                  	Trademark
    or Service 
                   Mark                     	          Date
Granted             	            Registration
    No.             
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 


 


	                Grantor                
     	Trademark
    or
                   Service
    Mark                   
     	          Date
Filed            
	            Application
No.            

	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 






     


     


    

 


Exhibit K


Page 54


 



EXHIBIT IV


 


FORM OF

COPYRIGHT SECURITY AGREEMENT

(SHORT-FORM)


 


COPYRIGHT SECURITY AGREEMENT, dated as of
[●] (this “Agreement”) among the Persons listed on the signature pages hereof, as Grantors, and CITIBANK,
N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties.


 


Reference is made to the Amended and Restated
Pledge and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time,
the “Security Agreement”) dated as of December 5, 2019 among CF Industries Holdings, Inc. (“Holdings”)
and CF Industries, Inc. (the “Lead Borrower”), as Grantors, the other Grantors party thereto and the Administrative
Agent. The Secured Parties’ agreements in respect of extensions of credit to the Borrowers are set forth in the Fourth Amended
and Restated Revolving Credit Agreement dated as of December 5, 2019 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among Holdings, the Lead Borrower, the Designated
Borrowers from time to time party thereto, the lenders from time to time party thereto (collectively, the “Lenders”
and each, a “Lender”), the Issuing Banks party thereto and the Administrative Agent. The Grantors are affiliates
of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement
and the performance of obligations by the Specified Secured Parties under any Other Arrangements and the undersigned Grantors are
willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit and the Specified Secured Parties
to enter in to such Specified Secured Parties. Accordingly, the parties hereto agree as follows:


 


Section
1.        Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings assigned to such
terms in the Security Agreement. The rules of construction specified in Article I of the Credit Agreement also apply to this
Agreement. For purposes of this Agreement, (A) “Copyrights” means all of the following now directly owned
or hereafter directly acquired by any Grantor: (a) all copyright rights in any work subject to and under the copyright laws
of the United States (whether or not the underlying works of authorship have been published), whether as author, assignee,
transferee, exclusive licensee or otherwise, (b) all registrations and applications for registration of any such copyright in
the United States, including registrations, recordings, supplemental registrations and pending applications for registration
in the USCO or in any similar office or agency of the United States, (c) all renewals of any of the foregoing, (d) all claims
for, and rights to sue for, past or future infringements of any of the foregoing, and (e) all income, royalties, damages and
payments now or hereafter due or payable with respect to any of the foregoing and (B) “Copyright License” means
any written agreement, now or hereafter in effect, granting any right to any third party under any Copyright now or hereafter
directly owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor
under any copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement.


 






     


     


    

 





Exhibit K


Page 55


 


Section 2.        Grant of Security Interest.
As security for the payment or performance in full when due of the Obligations, including each Guaranty of the Obligations, each
Grantor hereby pledges to the Administrative Agent, for the benefit of the Secured Parties, and hereby grants to the Administrative
Agent, for the benefit of the Secured Parties, a security interest in all right, title or interest in or to any and all of the
following assets and properties now or at any time hereafter directly owned by such Grantor or in which such Grantor now has or
at any time in the future may acquire any right, title or interest (collectively, the “Copyright Collateral”):


 


(a) all Copyrights, including those listed on Schedule I hereto;


 


(b) all exclusive Copyright Licenses with respect to registered
United States Copyrights under which any Grantor is the licensee, including those listed on Schedule I hereto; and


 


(c) to the extent not included in the foregoing, all Proceeds
and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person
with respect to any of the foregoing.


 


Notwithstanding anything to the contrary in (a) through
(c) above, this Agreement shall not constitute a grant of a security interest in (and the term "Copyright
Collateral" shall not include) any Excluded Property.


 


Section 3.        Termination. This Copyright
Security Agreement and the security interest granted hereby shall automatically terminate with respect to all of a Grantor’s
Obligations and any Lien arising therefrom shall be automatically released upon termination of the Security Agreement or release
of such Grantor’s obligations thereunder. The Administrative Agent shall, in connection with any termination or release herein
or under the Security Agreement, execute and deliver to any Grantor as such Grantor may request, an instrument in writing releasing
the security interest in the Copyright Collateral acquired under this Agreement. Additionally, upon such termination or release,
the Administrative Agent shall reasonably cooperate with any efforts made by a Grantor to make of record or otherwise confirm such
satisfaction including, but not limited to, the release and/or termination of this Agreement and any security interest in, to or
under the Copyright Collateral.


 


Section
4.        Supplement to the Security Agreement. The security interests granted to
the Administrative Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the
Administrative Agent pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and
remedies of the Administrative Agent with respect to the Copyright Collateral are more fully set forth in the Security
Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the
event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement
shall govern.


 






     


     


    

 





Exhibit K


Page 56


 


Section 5.       Governing Law. THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICTS
OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


Section 6.       Intercreditor Agreement Governs.
Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Administrative Agent pursuant
to this Agreement are expressly subject to the Intercreditor Agreement and (ii) the exercise of any right or remedy by the Administrative
Agent hereunder is subject to the limitations and provisions of the Intercreditor Agreement. In the event of any conflict between
the terms of the Intercreditor Agreement regarding the priority of the liens and the security interests granted to the Administrative
Agent or exercise of any rights or remedies by the Administrative Agent and the terms of this Agreement, the terms of the Intercreditor
Agreement shall govern.


 


Section 7.       Counterparts. This Agreement
may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when it
shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature
page of this Agreement by telecopy or other electronic imaging means (including in .pdf format) shall be effective as delivery
of a manually executed counterpart of this Agreement.


 


[Signatures on following page]


 






     


     


    

 





Exhibit K


Page 57


 


IN WITNESS WHEREOF, the parties hereto have
duly executed this Agreement as of the day and year first above written.


 


		[GRANTOR],

                                                                     as a Grantor




 


		By:	
		 	Name:
		 	Title:




 






     


     


    

 


Exhibit
                                         K


Page 58



 


		CITIBANK, N.A.,

                                                                     as Administrative Agent




 


		By:	
		 	Name:
		 	Title:





 






     


     


    

 


Schedule I


 


Short Particulars of U.S. Copyright Collateral


 


Copyright Registrations:


 


	owner	registration

number	

title
	 	 	 


 


Copyright Applications:


 


	owner	

title	 
	 	 	 


 


Signature Page for Copyright Security Agreement




 






     


     


    





 


EXHIBIT L


 


FORM OF


PERFECTION CERTIFICATE


 


[See attached]


 






     


     


    

 


Exhibit L


Page 2


 


PERFECTION CERTIFICATE


 


December 5, 2019


 


Reference is hereby made to
that certain Amended and Restated Pledge and Security Agreement dated as of December 5, 2019 (the “Security Agreement”),
among CF Industries Holdings, Inc. (“Holdings”), a Delaware corporation, CF Industries, Inc. (the “Lead
Borrower”), a Delaware corporation, the other Guarantors party thereto (collectively with Holdings and the Lead Borrower,
the “Companies” and each, a “Company”) and Citibank, N.A., as administrative agent (the “Administrative
Agent”). Capitalized terms used but not defined herein have the meanings assigned in the Security Agreement.


 


I, the undersigned Vice President,
Treasurer and Assistant Secretary of each Company, do hereby certify on behalf of each Company, solely in my capacity as an officer
of each Company and not in my individual capacity, as follows:


 


1.           
Names. (a) The exact legal name of each Company, as such name appears in its respective certificate of incorporation
or any other organizational document, is set forth in Schedule 1(a). Each Company is (i) the type of entity disclosed
next to its name in Schedule 1(a) and (ii) a registered organization except to the extent disclosed in Schedule
1(a). Also set forth in Schedule 1(a) is the organizational identification number, if any, of each Company that is a
registered organization and the jurisdiction of formation of each Company.


 


(b)           
Set forth in Schedule 1(b) hereto is any other corporate or organizational names each Company has had in the past
five years, together with the date of the relevant change.


 


(c)           
Set forth in Schedule 1(c) is a list of all other names (including trade names or similar appellations) used by each
Company, or any other business or organization to which each Company became the successor by merger, consolidation, acquisition,
change in form, nature or jurisdiction of organization or otherwise, at any time in the past five years. Except as set forth in
Schedule 1(c), no Company has changed its jurisdiction of organization at any time during the past four months.


 


2.           
Current Locations. (a) The chief executive office of each Company is located at the address set forth in Schedule
2(a) hereto.


 


(b)           
Set forth in Schedule 2(b) are all locations where each Company maintains any books or records relating to any Collateral.


 


3.           
[Reserved]


 






     


     


    

 


Exhibit L


Page 3




 


4.           
Extraordinary Transactions. Within the last five years, except for those transactions described on Schedule 4
attached hereto, all of the Collateral has been acquired by each Company in the ordinary course of business.


 


5.           
File Search Reports. Attached hereto as Schedule 5 is a true and accurate summary of file search reports from
(A) the Uniform Commercial Code filing offices in each jurisdiction identified in Section 1(a) with respect to each legal name
set forth in Section 1 and (B) each jurisdiction described in Schedule 1(c) or Schedule 4 relating to any of the
transactions described in Schedule (1)(c) or Schedule 4 with respect to judgment and tax liens, bankruptcies and
lawsuits. A true copy of each financing statement and each judgment and tax lien, each bankruptcy and pending lawsuit and each
other filing identified in such file search reports has been delivered to the Administrative Agent.


 


6.           
UCC Filings. Financing statements and/or amendments to financing statements (duly authorized by each Company constituting
the debtor therein), including the indications of the collateral or such additional information as is necessary or, in the reasonable
opinion of the Administrative Agent, desirable to perfect and protect the security interests purported by the Security Agreement,
attached as Schedule 6 have been prepared for filing in the proper Uniform Commercial Code filing offices in the jurisdictions
identified in Schedule 7 hereof.


 


7.           
Schedule of Filings. Attached hereto as Schedule 7 is a schedule of the appropriate filing offices for
the financing statements attached hereto as Schedule 6.


 


8.           
Real Property. Attached hereto (a) as Schedule 8(a) is a list of all real property owned by each Company constituting
Material Real Property as of the Fourth Restatement Effective Date and filing offices for Mortgages as of the Fourth Restatement
Effective Date.


 


9.           
Termination Statements. Attached hereto as Schedule 9(a) are the duly authorized termination statements in
the appropriate form for filing in each applicable jurisdiction identified in Schedule 9(b) hereto with respect to each
Lien described therein.


 


10.           
Stock Ownership and Other Equity Interests. Attached hereto as Schedule 10(a) is a true and correct list of
each of all of the authorized, and the issued and outstanding, stock, partnership interests, limited liability company membership
interests or other equity interest of each Company and its direct Subsidiaries and the record and beneficial owners of such stock,
partnership interests, membership interests or other equity interests. Also set forth on Schedule 10(b) is each equity investment
of each Company (other than the equity interest set forth on Schedule 10(a)) setting for the percentage of such equity interest
pledged under the Security Agreement.


 


11.           
Instruments and Tangible Chattel Paper. Attached hereto as Schedule 11 is a true and correct list of all promissory
notes, instruments (other than checks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel
paper and other evidence of indebtedness held by each Company as of the Fourth Restatement Effective Date, including all intercompany
notes between or among any two or more Companies.


 






     


     


    

 


Exhibit L


Page 4




 


12.           
Intellectual Property. Attached hereto as Schedule 12(a) is a true and complete list of each Company’s
issuances, registrations and applications (as applicable) for Patents and Trademarks (each as defined in the Security Agreement)
registered or applied for at the United States Patent and Trademark Office, including, as applicable, the name of the recorded
owner and the patent, registration, application and/or serial number of each such Patent and Trademark owned by each Company.
Attached hereto as Schedule 12(b) is a true and complete list of each Company’s United States registered Copyrights and
exclusive Copyright Licenses with respect to United States Copyrights under which a Company is the licensee (each as defined in
the Security Agreements), including, as applicable, the name of the registered owner, the name of the licensee and licensor, and
the registration number of each such Copyright or such Copyright licensed under such Copyright License owned by each Company.


 


13.           
Commercial Tort Claims. Attached hereto as Schedule 13 is a true and correct list of all Commercial Tort Claims
(as defined in the Security Agreement) held by each Company in excess of $10,000,000, including a brief description thereof.


 


14.           
[Reserved]


 


15.           
Letter-of-Credit Rights. Attached hereto as Schedule 15 is a true and correct list of all Letters of Credit
in excess of $10,000,000 issued in favor of each Company, as beneficiary thereunder.


 


[The Remainder of this Page has been intentionally
left blank]


 






     


     


    

 


Exhibit L


Page 5


 






IN WITNESS WHEREOF, I have hereunto
signed this Perfection Certificate as of the date first above written.


 


	 	CF INDUSTRIES HOLDINGS, INC.,
	 	as Holdings
	 	 	 
	 	By:	              
	 	 	Name:
	 	 	Title:  
	 	 	 
	 	CF INDUSTRIES, INC.,
	 	as the Lead Borrower
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:  
	 	 	 
	 	CF INDUSTRIES SALES, LLC,
	 	as a Guarantor
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:  
	 	 	 
	 	CF INDUSTRIES ENTERPRISES, LLC
	 	as a Guarantor
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:  



 






     


     


    

 


Exhibit L


Page 6


 








	 	CF INDUSTRIES DISTRIBUTION FACILITIES, LLC
	 	as a Guarantor
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:  
	 	 	 
	 	 	 
	 	CF USA HOLDINGS, LLC
	 	as a Guarantor
	 	 	 
	 	By:	              
	 	 	Name:
	 	 	Title:  


 






     


     


    

 


Exhibit L


Page 7




 


Schedule 1(a)


 


Legal Names, Etc.


 


	Legal Name	Type of Entity	Registered Organization

(Yes/No)	Organizational Number	State of Formation
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 






     


     


    

 


Exhibit L


Page 8




 


Schedule 1(b)


 


Prior Organizational Names 


 


	Company	Prior Name	Date of Change
	 	 	 
	 	 	 



 






     


     


    

 


Exhibit L


Page 9




 


Schedule 1(c)


 


Changes in Corporate Identity; Other
Names


 


	Company / 

Subsidiary	Corporate 

Name of Entity	Action	Date of 

Action	State of 

Formation	List of All 

Other Names 

Used During 

Past Five Years
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


 






     


     


    

 


Exhibit L


Page 10




 


Schedule 2(a)


 


Chief Executive Offices


 


	Company	Address	County	State
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






     


     


    

 


Exhibit L


Page 11




 


Schedule 2(b)


 


Location of Books


 


 


	Company	Address	County	State
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






     


     


    

 


Exhibit L


Page 12




 




Schedule 3


 


[Reserved]


 






     


     


    

 


Exhibit L


Page 13




 


Schedule 4


 


Transactions Other Than in the Ordinary
Course of Business


 






     


     


    

 


Exhibit L


Page 14




 






Schedule 5


 


File Search Reports


 






     


     


    

 


Exhibit L


Page 15




 






Schedule 6


 


Copy of Financing Statements To Be Filed


 






     


     


    

 


Exhibit L


Page 16




 






Schedule 7


 


Filings/Filing Offices


 


	Type of Filing	Entity	Filing Office
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 






     


     


    

 


Exhibit L


Page 17




 


Schedule 8(a)


 


Real Property


 


	Terminal Name	Address (If Available)	City	County	State	Filing Office
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 



 






     


     


    

 


Exhibit L


Page 18




 


Schedule 9(a)


 






     


     


    

 



 


Exhibit L


Page 19


 


Schedule 9(b)


 


Termination Statement Filings


 






     


     


    

 


Exhibit L


Page 20


 


Schedule 10(a)


 


Equity Interests of Companies and Direct
Subsidiaries


 


	Record Owner	 	Entity Owned	 	Authorized

 Equity

 Interests	 	No. of 

Shares/Units 

or Percent 

Owned	 	Certificate

 No.	 	No. of 

Shares/Units

 or Percent 

Pledged
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 




 






     


     


    

 


Exhibit L


Page 21


 


Schedule 10(b)


 


Other Equity Interests


 






     


     


    

 


Exhibit L


Page 22


 


Schedule 11


 


Instruments and Tangible Chattel Paper


 






     


     


    

 


Exhibit L


Page 23


 


Schedule 12(a)


 


Intellectual Property Filings


 


Patents and Trademarks


 


U.S. TRADEMARK
REGISTRATIONS


 


U.S. TRADEMARK
APPLICATIONS


 


FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS


 


PATENTS AND DESIGN PATENTS


 


PATENT
APPLICATIONS


 






     


     


    

 


Exhibit L


Page 24


 


Schedule 12(b)


Copyrights


 


REGISTERED U.S. COPYRIGHTS


 


EXCLUSIVE
LICENSES TO REGISTERED U.S. COPYRIGHTS


 






     


     


    

 


Exhibit L


Page 25


 


Schedule 13


 


Commercial Tort Claims


 






     


     


    

 


Exhibit L


Page 26


 


Schedule 14


 


[Reserved]


 






     


     


    

 


Exhibit L


Page 27


 


Schedule 15


 


Letter of Credit Rights


 






     


     


    

 


EXHIBIT M


 


FORM OF


INTERCREDITOR AGREEMENT


 


[See attached]


 






     


     


    

 


Exhibit M


Page 2


 


FIRST LIEN/FIRST LIEN INTERCREDITOR
AGREEMENT


 


dated as of


 


 


 


November 21, 2016


 


among


 


MORGAN STANLEY SENIOR FUNDING, INC.,

as Credit Facility Agent,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as 2021 Notes Collateral Agent,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as 2026 Notes Collateral Agent,


 


each additional Authorized Representative
from time to time party hereto,


 


and acknowledged by each Grantor


 






     


     


    

 


Exhibit M


Page 3


 


TABLE OF CONTENTS


 


Page


 




	ARTICLE I 	 	 	 
	 	 	 	 
	Definitions	 	 	 
	 	 	 	 
	SECTION 1.01. Construction; Certain Defined Terms	 	1	 
	 	 	 	 
	ARTICLE II 	 	 	 
	 	 	 	 
	Priorities and Agreements with Respect to Common Collateral	 	 	 
	 	 	 	 
	SECTION 2.01.  Priority of Claims	 	14	 
	SECTION 2.02.  Actions with Respect to Common Collateral; Prohibition on Contesting Liens	 	17	 
	SECTION 2.03.  No Interference; Payment Over	 	18	 
	SECTION 2.04.  Automatic Release of Liens; Amendments to First-Priority Collateral Documents	 	19	 
	SECTION 2.05.  Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings	 	20	 
	SECTION 2.06.   Reinstatement	 	21	 
	SECTION 2.07.  Insurance	 	21	 
	SECTION 2.08.  Refinancings	 	21	 
	SECTION 2.09.  Possessory Collateral, Control Collateral and Controlling Authorized Representative as Gratuitous Bailee/Agent for Perfection	 	22	 
	 	 	 	 
	ARTICLE III 	 	 	 
	 	 	 	 
	Existence and Amounts of Liens and Obligations	 	 	 
	 	 	 	 
	ARTICLE IV 	 	 	 
	 	 	 	 
	The Controlling Authorized Representative	 	 	 
	 	 	 	 
	SECTION 4.01  Appointment and Authority	 	23	 
	SECTION 4.02  Rights as a First-Priority Secured Party	 	24	 
	SECTION 4.03  Exculpatory Provisions	 	25	 
	SECTION 4.04  Reliance by Controlling Authorized Representative	 	26	 
	SECTION 4.05  Delegation of Duties	 	27	 
	SECTION 4.06  Non-Reliance on Controlling Authorized Representative and Other First-Priority Secured Parties	 	27	 
	 	 	 	 
	ARTICLE V 	 	 	 
	 	 	 	 
	Miscellaneous	 	 	 
	 	 	 	 
	SECTION 5.01.  Notices	 	28	 
	SECTION 5.02   Waivers; Amendment; Joinder
    Agreements	 	28	 



 






     


     


    

 


Exhibit M


Page 4


 


	SECTION 5.03   Parties in
    Interest	 	29	 
	SECTION 5.04.  Survival of Agreement	 	29	 
	SECTION 5.05.  Counterparts	 	29	 
	SECTION 5.06.  Severability	 	30	 
	SECTION 5.07.  Governing Law	 	30	 
	SECTION 5.08.  Submission to Jurisdiction; Waivers	 	30	 
	SECTION
    5.09. WAIVER OF JURY TRIAL	 	31	 
	SECTION 5.10.  Headings	 	31	 
	SECTION 5.11.  Conflicts	 	31	 
	SECTION 5.12.  Provisions Solely to Define Relative Rights	 	31	 
	SECTION 5.13. Authorized Representatives	 	32	 
	SECTION 5.14. Other First-Priority Obligations	 	32	 
	SECTION 5.15. Junior Lien Intercreditor Agreements	 	33	 



 


Annex


 


	Annex A	Acknowledgement of Grantors
	Annex B	Joinder



 






     


     


    

 



 


Exhibit M


Page 5




 


This FIRST LIEN/FIRST
LIEN INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement’),
dated as of November 21, 2016, is among MORGAN STANLEY SENIOR FUNDING, INC. (“Morgan Stanley”), as administrative
agent for the Credit Agreement Secured Parties (in such capacity until a successor collateral agent replaces it under the 2021
Notes Indenture, and thereafter such successors in such capacity, the “Credit Facility Agent”), WELLS
FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the 2021 Notes Secured Parties (in such capacity and together
with its successors in such capacity, the “2021 Notes Collateral Agent”), WELLS FARGO BANK, NATIONAL
ASSOCIATION, as collateral agent for the 2026 Notes Secured Parties (in such capacity until a successor collateral agent replaces
it under the 2026 Notes Indenture, and thereafter such successors in such capacity, the “2026 Notes Collateral Agent”)
and each additional Authorized Representative from time to time party hereto for the Other First-Priority Secured Parties of the
Series with respect to which it is acting in such capacity, as acknowledged by the Grantors in the Acknowledgement of Grantors.


 


In consideration of the
mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Credit Facility Agent (for itself and on behalf of the Credit Agreement Secured Parties), the 2021 Notes Collateral Agent (for
itself and on behalf of the 2021 Notes Secured Parties), the 2026 Notes Collateral Agent (for itself and on behalf of the 2026
Notes Secured Parties) and each additional Authorized Representative (for itself and on behalf of the Other First-Priority Secured
Parties of the applicable Series) agree as follows:


 


Article
I


 


Definitions


 


Section
1.01.                   
Construction; Certain Defined Terms.


 


(a)               The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words
“include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. The word “will” shall be construed to have the same meaning and effect as the
word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such agreement, instrument, other document as from
time to time amended, restated, amended and restated, supplemented or otherwise modified (subject to any restrictions on such
amendments, amendments and restatements, supplements or modifications set forth herein), (ii) any reference herein to any
Person shall be construed to include such Person’s successors and assigns, but shall not be deemed to include the
subsidiaries of such Person unless express reference is made to such subsidiaries, (iii) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement
in its entirety and not to any particular provision hereof, (iv) unless otherwise expressly stated herein, all references
herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v)
unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to
have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash,
securities, accounts and contract rights and (vi) any reference to any law shall include all statutory and regulatory
provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall,
unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.


 






    


     


    

 


Exhibit M


Page 6



 


(b)              
It is the intention of the First-Priority Secured Parties of each Series that the holders of First-Priority Obligations
of such Series (and not the First-Priority Secured Parties of any other Series) bear the risk of (i) any determination by a court
of competent jurisdiction that (x) any of the First-Priority Obligations of such Series are unenforceable under applicable law
or are subordinated to any other obligations (other than another Series of First-Priority Obligations), (y) any of the First-Priority
Obligations of such Series do not have a valid and perfected security interest in any of the Collateral securing any other Series
of First-Priority Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another
Series of First-Priority Obligations and, without limiting the foregoing, after taking into account the effect of any applicable
intercreditor agreements) on a basis ranking prior to the security interest of such Series of First-Priority Obligations but junior
to the security interest of any other Series of First-Priority Obligations or (ii) the existence of any Collateral for any other
Series of First-Priority Obligations that is not Common Collateral (any such condition referred to in the foregoing clauses (i)
or (ii) with respect to any Series of First-Priority Obligations, an “Impairment” of such Series). In
the event of any Impairment with respect to any Series of First-Priority Obligations, the results of such Impairment shall be borne
solely by the holders of such Series of First-Priority Obligations, and the rights of the holders of such Series of First-Priority
Obligations (including the right to receive distributions in respect of such Series of First-Priority Obligations pursuant to Section
2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the
holders of the Series of such First-Priority Obligations subject to such Impairment. Additionally, in the event the First-Priority
Obligations of any Series are modified pursuant to applicable law (including pursuant to Section 1129 of the Bankruptcy Code),
any reference to such First-Priority Obligations or the Secured Credit Documents governing such First-Priority Obligations shall
refer to such obligations or such documents as so modified.


 


(c)              
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. As used
in this Agreement, the following terms have the meanings specified below:


 


“2021 Notes
Collateral Agent” has the meaning assigned to such term in the introductory paragraph to this Agreement.


 


“2021
Notes Collateral Agreement” means the Security Agreement dated as of November 21, 2016 among Holdings, the
Company, the other Grantors party thereto, the 2021 Notes Collateral Agent and the other parties thereto, as amended,
restated, amended and restated, modified, supplemented or replaced from time to time.


 






    


     


    

 


Exhibit M


Page 7



 


“2021 Notes
Indenture” means that certain Indenture, dated as of November 21, 2016, with respect to the Company’s 3.400%
Senior Secured Notes due 2021, among the Company, as issuer, the guarantors named therein and Wells Fargo Bank, National Association,
as Trustee and as Collateral Agent, as amended, restated, amended and restated, modified, supplemented, replaced, Refinanced from
time to time.


 


“2021 Notes
Obligations” means the “Secured Obligations” as defined in the 2021 Notes Collateral Agreement (or the
Equivalent Provision thereof).


 


“2021 Notes
Secured Parties” means the holders of any 2021 Notes Obligations and the 2021 Notes Collateral Agent.


 


“2026 Notes
Collateral Agent” has the meaning assigned to such term in the introductory paragraph to this Agreement.


 


“2026 Notes
Collateral Agreement” means the Security Agreement dated as of November 21, 2016 among Holdings, the Company, the
other Grantors party thereto, the 2026 Notes Collateral Agent and the other parties thereto, as amended, restated, amended and
restated, modified, supplemented or replaced from time to time.


 


“2026 Notes
Indenture” means that certain Indenture, dated as of November 21, 2016, with respect to the Company’s 4.500%
Senior Secured Notes due 2026, among the Company, as issuer, the guarantors named therein and Wells Fargo Bank, National Association,
as Trustee and as Collateral Agent, as amended, restated, amended and restated, modified, supplemented, replaced, Refinanced from
time to time.


 


“2026 Notes
Obligations” means the “Secured Obligations” as defined in the 2026 Notes Collateral Agreement (or the
Equivalent Provision thereof).


 


“2026 Notes
Secured Parties” means the holders of any 2026 Notes Obligations and the 2026 Notes Collateral Agent.


 


“Acknowledgement
of Grantors” means the Acknowledgement of Grantors in the form of Annex A attached hereto.


 


“Additional
First-Priority Agent” has the meaning assigned to such term in Section 5.14(b).


 


“Additional
First-Priority Agreements” has the meaning assigned to such term in Section 5.14(b).


 


“Agreement”
has the meaning assigned to such term in the introductory paragraph of this Agreement.


 






    


     


    

 


Exhibit M


Page 8



 


“Authorized
Representative” means (i) in the case of any Credit Agreement Obligations or the Credit Agreement Secured Parties,
the Credit Facility Agent, (ii) in the case of the 2021 Notes Obligations or the 2021 Notes Secured Parties, the 2021 Notes Collateral
Agent, (iii) in the case of the 2026 Notes Obligations or the 2026 Notes Secured Parties, the 2026 Notes Collateral Agent and
(iv) in the case of any Series of Other First-Priority Obligations or Other First-Priority Secured Parties that become subject
to this Agreement after the date hereof, the Person named as the Additional First-Priority Agent for such Series in the applicable
Joinder Agreement.


 


“Bankruptcy
Case” has the meaning assigned to such term in Section 2.05(b).


 


“Bankruptcy
Code” means Title 11 of the United States Code, as amended.


 


“Bankruptcy
Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.


 


“Collateral”
means all assets and properties subject to Liens created pursuant to any First-Priority Collateral Document to secure one or more
Series of First-Priority Obligations.


 


“Common Collateral”
means, at any time, Collateral in which the holders of two or more Series of First-Priority Obligations (or their respective Authorized
Representatives) hold a valid and perfected security interest or Lien at such time; provided that collateral consisting
of cash and cash equivalents pledged to secure Credit Agreement Obligations consisting of reimbursement obligations in respect
of letters of credit or otherwise held by the administrative agent thereunder pursuant to Section 2.5 of the Credit Agreement (or
any Equivalent Provision) shall be applied as specified in the Credit Agreement or such Equivalent Provision and will not constitute
Common Collateral. If more than two Series of First-Priority Obligations are outstanding at any time and the holders of less than
all Series of First-Priority Obligations hold a valid and perfected security interest or Lien in any Collateral at such time, then
such Collateral shall constitute Common Collateral for those Series of First-Priority Obligations that hold a valid and perfected
security interest or Lien in such Collateral at such time and shall not constitute Common Collateral for any Series which does
not have a valid and perfected security interest or Lien in such Collateral at such time.


 


“Company”
means CF Industries, Inc., a Delaware corporation.


 


“Control
Collateral” means any Common Collateral in the control of the Controlling Authorized Representative (or to the extent
provided in Section 2.09(a), each other Authorized Representative) (in each case, or its agents or bailees), to the extent that
control thereof perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction or otherwise. Control Collateral
includes, without limitation, Deposit Accounts, Electronic Chattel Paper, Investment Property or Letter-of-Credit Rights. All capitalized
terms used in this definition and not defined elsewhere in this Agreement have the meanings assigned to them in the New York UCC.


 






    


     


    

 


Exhibit M


Page 9



 


“Controlling
Authorized Representative” means, with respect to any Common Collateral, (i) until the earlier of (x) the Discharge
of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Credit Facility Agent
and (ii) from and after the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized
Representative Enforcement Date, the Major Non-Controlling Authorized Representative; provided, in each case, that if there
shall occur one or more Non-Controlling Authorized Representative Enforcement Dates, the Applicable Authorized Representative
shall be the Authorized Representative that is the Major Non-Controlling Authorized Representative in respect of the most recent
Non-Controlling Authorized Representative Enforcement Date.


 


“Controlling
Secured Parties” means, with respect to any Common Collateral, the Series of First-Priority Secured Parties whose
Authorized Representative is the Controlling Authorized Representative for such Common Collateral.


 


“Credit Agreement”
means that certain Third Amended and Restated Revolving Credit Agreement, dated as of September 18, 2015, among Holdings, the Company,
the other borrowers from time to time party thereto, the lenders from time to time party thereto, the issuing banks party thereto
and the Credit Facility Agent, as amended, restated, amended and restated, supplemented, otherwise modified, Refinanced or replaced
from time to time, including, in the event such Credit Agreement is terminated or replaced and Holdings, the Company and any of
their subsidiaries subsequently enter into any “Credit Facilities” (as defined in each Notes Indenture (or the Equivalent
Provision thereof)), the Credit Agreement designated by the Company to be the “Credit Agreement” hereunder.


 


“Credit Agreement
Documents” means the Credit Agreement and the other “Loan Documents” (as such term is defined in the
Credit Agreement (or the Equivalent Provision thereof)).


 


“Credit Agreement
Obligations” means all “Obligations” (as such term is defined in the Credit Agreement (or the Equivalent
Provision thereof)).


 


“Credit Agreement
Secured Parties” means the “Secured Parties” as defined in the Credit Agreement (or the Equivalent Provision
thereof).


 


“Credit Facility
Agent” has the meaning assigned to such term in the introductory paragraph of this Agreement, together with its successors
and assigns, or the “Administrative Agent” (as defined in the Credit Agreement (or the Equivalent Provision thereof)).


 


“DIP Financing”
has the meaning assigned to such term in Section 2.05(b).


 


“DIP Financing
Liens” has the meaning assigned to such term in Section 2.05(b).


 






    


     


    

 


Exhibit M


Page 10



 


“DIP Lenders”
has the meaning assigned to such term in Section 2.05(b).


 


“Discharge”
means, with respect to any Common Collateral and any Series of First-Priority Obligations, the date on which such Series of First-Priority
Obligations is no longer secured by, and no longer required to be secured by, such Common Collateral. The term “Discharged”
has a corresponding meaning.


 


“Discharge
of Credit Agreement Obligations” means, with respect to any Common Collateral, the Discharge of the Credit Agreement
Obligations (other than Secured Swap Obligations, Secured Bilateral LC Obligations, indemnities and contingent obligations with
respect to which no claim for reimbursement has been made, and other than Letters of Credit that have been cash collateralized
pursuant to arrangements mutually agreed between the applicable Issuing Bank and the Lead Borrower or with respect to which other
arrangements have been made that are satisfactory to the applicable Issuing Bank) with respect to such Common Collateral; provided
that the Discharge of Credit Agreement Obligations shall not be deemed to have occurred in connection with a Refinancing of such
Credit Agreement Obligations or an incurrence of future Credit Agreement Obligations with additional First-Priority Obligations
secured by such Common Collateral under an Other First-Priority Agreement which has been designated in writing by Holdings to the
Controlling Authorized Representative and each other Authorized Representative as the “Credit Agreement” for purposes
of this Agreement.


 


“Equivalent
Provision” means, with respect to any reference to a specific provision of or definition in an agreement in effect
on the date hereof (the “original agreement”), if such agreement is amended, restated, supplemented, modified or replaced
after the date hereof in a manner permitted hereby, the provision or definition in such amended, restated, supplemented, modified
or replacement agreement that is the equivalent to such specific provision in such original agreement.


 


“Event of
Default” means an “Event of Default” under and as defined in the Credit Agreement or any Other First-Priority
Agreement (or, in each case, the Equivalent Provision thereof).


 


“First-Priority
Collateral Documents” means any agreement, instrument or document entered into in favor of the applicable Authorized
Representative for the holders of any Series of First-Priority Obligations for purposes of securing such Series of First-Priority
Obligations.


 


“First-Priority
Obligations” means, collectively, (i) the Credit Agreement Obligations and (ii) each Series of Other First-Priority
Obligations.


 


“First-Priority
Secured Parties” means (a) the Credit Agreement Secured Parties and (ii) the Other First-Priority Secured Parties
with respect to each Series of Other First-Priority Obligations.


 


“Grantors”
means Holdings, the Company, and each of the Subsidiaries of Holdings that has executed and delivered a First-Priority
Collateral Document as a grantor thereunder unless and until such Subsidiary is released from its obligations under such
First-Priority Collateral Documents.


 






    


     


    

 


Exhibit M


Page 11



 


“Holdings”
means CF Industries Holdings, Inc., a Delaware corporation.


 


“Impairment”
has the meaning assigned to such term in Section 1.01(b).


 


“Insolvency
or Liquidation Proceeding” means:


 


(1)       any
case commenced by or against Holdings, the Company or any other Grantor under any Bankruptcy Law, any other proceeding for the
reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of Holdings, the Company or any other
Grantor, any receivership or assignment for the benefit of creditors relating to Holdings, the Company or any other Grantor or
any similar case or proceeding relative to Holdings, the Company or any other Grantor or its creditors, as such, in each case whether
or not voluntary;


 


(2)       any
liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to Holdings, the Company or any
other Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency (except for any voluntary
liquidation, dissolution or other winding up to the extent permitted by the applicable Secured Credit Documents); or


 


(3)       any
other proceeding of any type or nature in which substantially all claims of creditors of Holdings, the Company or any other Grantor
are determined and any payment or distribution is or may be made on account of such claims.


 


“Intervening
Creditor” has the meaning assigned to such term in Section 2.01(a).


 


“Joinder
Agreement” means a supplement to this agreement substantially in the form of Annex B, appropriately completed.


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital
lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing)
relating to such asset.


 


“Major
Non-Controlling Authorized Representative” means, with respect to any Common Collateral, the Authorized
Representative of the Series of Other First-Priority Obligations that constitutes the largest outstanding principal amount of
any then outstanding Series of Other First-Priority Obligations with respect to such Common Collateral; provided, however,
that if there are two outstanding Series of Other First-Priority Obligations which have an equal outstanding principal
amount, the Series of Other First-Priority Obligations with the earlier maturity date shall be considered to have the larger
outstanding principal amount for purposes of this definition, and if such Series of Other First-Priority Obligations have the
same maturity date, the Major Non-Controlling Authorized Representative shall be determined by vote of the holders of such
Series of Other First-Priority Obligations constituting a majority of the amount of such Series of Other First-Priority
Obligations.


 






    


     


    

 


Exhibit M


Page 12



 


“Morgan Stanley”
has the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“New York
UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.


 


“Non-Controlling
Authorized Representative” means, at any time with respect to any Common Collateral, any Authorized Representative
that is not the Controlling Authorized Representative at such time with respect to such Common Collateral.


 


“Non-Controlling
Authorized Representative Enforcement Date” means, with respect to any Non-Controlling Authorized Representative,
the date which is 180 days (throughout which 180 day period such Non-Controlling Authorized Representative was the Major Non-Controlling
Authorized Representative) after the occurrence of both (i) an Event of Default (under and as defined in the Other First-Priority
Agreement under which such Non-Controlling Authorized Representative is the Authorized Representative) and (ii) the Controlling
Authorized Representative’s and each other Authorized Representative’s receipt of written notice from such Non-Controlling
Authorized Representative certifying that (x) such Non-Controlling Authorized Representative is the Major Non-Controlling Authorized
Representative and that an Event of Default (under and as defined in the Other First-Priority Agreement under which such Non-Controlling
Authorized Representative is the Authorized Representative) has occurred and is continuing and (y) the First-Priority Obligations
of the Series with respect to which such Non-Controlling Authorized Representative is the Authorized Representative are currently
due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the applicable
Other First-Priority Agreement; provided that the Non-Controlling Authorized Representative Enforcement Date shall be stayed
and shall not occur and shall be deemed not to have occurred with respect to any Common Collateral (1) at any time the Controlling
Authorized Representative has commenced and is diligently pursuing any enforcement action with respect to such Common Collateral
or (2) at any time the Grantor that has granted a security interest in such Common Collateral is then a debtor under or with respect
to (or otherwise subject to) any Insolvency or Liquidation Proceeding.


 


“Non-Controlling
Secured Parties” means, with respect to any Common Collateral, the First-Priority Secured Parties which are not Controlling
Secured Parties with respect to such Common Collateral.


 


“Notes Collateral
Agent” means the 2021 Notes Collateral Agent or the 2026 Notes Collateral Agent, as the case may be.


 






    


     


    

 


Exhibit M


Page 13



 


“Notes Collateral
Agreement” means the 2021 Notes Collateral Agreement or the 2026 Notes Collateral Agreement, as the case may be.


 


“Notes Indenture”
means the 2021 Notes Indenture or the 2026 Notes Indenture, as the case may be.


 


“Notes Obligations”
means the 2021 Notes Obligations and the 2026 Notes Obligations, collectively.


 


“Notes Secured
Parties” means the 2021 Notes Secured Parties and the 2021 Notes Secured Parties, collectively.


 


“Other First-Priority
Agreement” means (i) each Notes Indenture and (ii) each Additional First-Priority Agreement.


 


“Other First-Priority
Obligations” means (i) the Notes Obligations and (ii) all obligations of the Grantors that shall have been designated
as such pursuant to Section 5.14.


 


“Other First-Priority
Secured Party” means the holders of any Other First-Priority Obligations and any Authorized Representative with respect
thereto and includes each Notes Secured Party.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity, whether or not a legal entity.


 


“Possessory
Collateral” means any Common Collateral in the possession of the Controlling Authorized Representative (or to the
extent provided in Section 2.09(a), each other Authorized Representative) (or its agents or bailees), to the extent that possession
thereof perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction or otherwise. Possessory Collateral includes
any Certificated Securities, Promissory Notes, Instruments, and Chattel Paper, in each case, delivered to or in the possession
of the Controlling Authorized Representative under the terms of the First-Priority Collateral Documents. All capitalized terms
used in this definition and not defined elsewhere in this Agreement have the meanings assigned to them in the New York UCC.


 


“Proceeds”
has the meaning assigned to such term in Section 2.01(a).


 


“Refinance”
means, in respect of any indebtedness, to refinance, extend, renew, defease, amend, increase, modify, supplement,
restructure, refund, replace or repay, or to issue other indebtedness or enter alternative financing arrangements, in
exchange or replacement for such indebtedness (in whole or in part), whether of the same principal amount or greater or
lesser principal amount, including by adding or replacing lenders, creditors, agents, borrowers and/or guarantors, and
including in each case, but not limited to, after the original instrument giving rise to such indebtedness has been
terminated and including, in each case, through any credit agreement, indenture or other agreement.
“Refinanced” and “Refinancing” have correlative meanings.


 






    


     


    

 


Exhibit M


Page 14



 


“Required
Holders” means, with respect to any Secured Credit Document, those First-Priority Secured Parties the approval of
which is required to approve an amendment or modification, termination or waiver of any provision of or consent to any departure
from such Secured Credit Document (or which would be required to effect such consent under this Agreement if such consent were
treated as an amendment of such Secured Credit Document).


 


“Secured
Credit Document” means (i) the Credit Agreement Documents, (ii) each Notes Indenture and (iii) each Additional First-Priority
Agreement.


 


“Series”
means (a) with respect to the First-Priority Secured Parties, each of (i) the Credit Agreement Secured Parties (in their capacities
as such), (ii) the 2021 Notes Secured Parties (in their capacities as such), (iii) the 2026 Notes Secured Parties (in their capacities
as such) and (iv) the Other First-Priority Secured Parties that become subject to this Agreement after the date hereof that are
represented by a common Authorized Representative (in its capacity as such for such Other First-Priority Secured Parties) and (b)
with respect to any First-Priority Obligations, each of (i) the Credit Agreement Obligations, (ii) the 2021 Notes Obligations,
(iii) the 2026 Notes Obligations and (iv) the Other First-Priority Obligations incurred pursuant to any Other First-Priority Agreement
(other than the Notes Indentures), which pursuant to any Joinder Agreement, are to be represented hereunder by a common Authorized
Representative (in its capacity as such for such Other First-Priority Obligations).


 


Article
II


 


Priorities and Agreements with Respect to Common Collateral


 


Section
2.01.                   
Priority of Claims.


 


(a)               Anything
contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.01(b)),
if an Event of Default has occurred and is continuing, and the Controlling Authorized Representative or any
First-Priority Secured Party is taking action to enforce rights in respect of any Common Collateral, or any distribution is
made in respect of any Common Collateral in any Bankruptcy Case of any Grantor or any First-Priority Secured Party receives
any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Common Collateral, the
proceeds of any sale, collection or other liquidation of any such Collateral by any First-Priority Secured Party are received
by the Controlling Authorized Representative or any First-Priority Secured Party pursuant to any such intercreditor agreement
with respect to such Common Collateral and proceeds of any such distribution (subject, in the case of any such distribution,
to the sentence immediately following) to which the First-Priority Obligations are entitled under any intercreditor agreement
(other than this Agreement) (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of
any such distribution being collectively referred to as “Proceeds”), shall be applied by the
Controlling Authorized Representative as follows:


 






    


     


    

 


Exhibit M


Page 15



 


FIRST, to the
payment of all reasonable fees, costs and expenses incurred by the Controlling Authorized Representative in connection with such
collection or sale or otherwise in connection with this Agreement, or any other First-Priority Collateral Document or any of the
First-Priority Obligations, including all court costs and the reasonable fees and expenses of its agents, professional advisors
and legal counsel, the repayment of all advances made by the Controlling Authorized Representative hereunder or under any other
First-Priority Collateral Document on behalf of the Grantors, if any, and any other reasonable costs or expenses incurred in connection
with the exercise of any right or remedy hereunder or under any other First-Priority Collateral Document;


 


SECOND, to the
payment of all reasonable fees, costs and expenses incurred by the Authorized Representatives (other than the Authorized Representative
that is the Controlling Authorized Representative) in connection with such collection or sale or otherwise in connection with this
Agreement, or any other First-Priority Collateral Document or any of the First-Priority Obligations, including all court costs
and the reasonable fees and expenses of its agents, professional advisors and legal counsel, the repayment of all advances made
by such Authorized Representatives hereunder or under any other First-Priority Collateral Document on behalf of the Grantors, if
any, and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under
any other First-Priority Collateral Document;


 


THIRD, subject
to Section 1.01(b), to the payment in full of the First-Priority Obligations of each Series on a ratable basis, with such Proceeds
to be applied to the First-Priority Obligations of a given Series in accordance with the terms of the applicable Secured Credit
Documents; and


 


FOURTH, to the
Grantors or their successors or assigns, or as a court of competent jurisdiction may otherwise direct.


 


Notwithstanding the
foregoing, with respect to any Common Collateral for which a third party (other than a First-Priority Secured Party and, without
limiting the foregoing, after taking into account the effect of any applicable intercreditor agreements) has a lien or security
interest that is junior in priority to the security interest of any Series of First-Priority Obligations but senior (as determined
by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of First-Priority Obligations
(such third party an “Intervening Creditor”), the value of any Common Collateral or Proceeds which are
allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Common Collateral or Proceeds to be
distributed in respect of the Series of First-Priority Obligations with respect to which such Impairment exists.


 






    


     


    

 


Exhibit M


Page 16



 


(b)              
It is acknowledged that the First-Priority Obligations of any Series may, subject to the limitations set forth in the then
extant Secured Credit Documents, be increased, extended, renewed, replaced, restated, supplemented, repaid, refunded, Refinanced
or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions
of this Agreement defining the relative rights of the First-Priority Secured Parties of any Series.


 


(c)              
Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series
of First-Priority Obligations granted on the Common Collateral and notwithstanding any provision of the Uniform Commercial Code
of any jurisdiction, or any other applicable law or the Secured Credit Documents or any defect or deficiencies in the Liens securing
the First-Priority Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to Section 1.01(b)
hereof), each First-Priority Secured Party hereby agrees that the Liens securing each Series of First-Priority Obligations on any
Common Collateral shall be of equal priority.


 


(d)              
Notwithstanding anything to the contrary in this Agreement or any other Secured Credit Documents to the contrary, the applicable
Authorized Representative (in each case, with respect to a Series of First-Priority Obligations) may:


 


(i)       take
any action (not adverse to the pari-passu status of the Liens on the Common Collateral securing each other Series of First-Priority
Obligations, or the rights of any other Authorized Representative to exercise remedies in respect thereof) in order to create,
perfect, preserve or protect its Lien on the Common Collateral;


 


(ii)       file
a claim, proof of claim or statement of interest with respect to such Series of First-Priority Obligations; provided that an Insolvency
or Liquidation Proceeding has been commenced by or against any of the Grantors;


 


(iii)       file
any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made
by any person objecting to or otherwise seeking the disallowance of the claims of the applicable Series of First-Priority Secured
Parties, including any claims secured by the Common Collateral, if any, in each case not in violation of the terms of this Agreement;


 


(iv)       file
any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors
arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not in violation of
the terms of this Agreement; and


 


(v)       vote
on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in
each case, in accordance with the terms of this Agreement, with respect to such Series of First-Priority Obligations and the
Common Collateral.


 






    


     


    

 


Exhibit M


Page 17



 


Section
2.02.                   
Actions with Respect to Common Collateral; Prohibition on Contesting Liens.


 


(a)              
With respect to any Common Collateral, (i) notwithstanding Section 2.01, only the Controlling Authorized Representative
shall act or refrain from acting with respect to the Common Collateral (including with respect to any intercreditor agreement with
respect to any Common Collateral) and then only on the instructions of the requisite Controlling Secured Parties under the applicable
Secured Credit Document and (ii) no other Authorized Representative or Non-Controlling Authorized Representative or other First-Priority
Secured Party (other than the Controlling Secured Parties) shall or shall instruct the Controlling Authorized Representative to,
commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar
official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to,
or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect
of, any Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral), whether
under any First-Priority Collateral Document, applicable law or otherwise, it being agreed that only the Controlling Authorized
Representative, acting on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document
and in accordance with the applicable First-Priority Collateral Documents, shall be entitled to take any such actions or exercise
any such remedies with respect to Common Collateral. Notwithstanding the equal priority of the Liens, the Controlling Authorized
Representative may deal with the Common Collateral as if such Controlling Authorized Representative had a senior Lien on such Collateral.
No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure
proceeding or action brought by the Controlling Authorized Representative or the Controlling Secured Parties or any other exercise
by the Controlling Authorized Representative or the Controlling Secured Parties of any rights and remedies relating to the Common
Collateral or to cause the Controlling Authorized Representative to do so. The foregoing shall not be construed to limit the rights
and priorities of any First-Priority Secured Party, Controlling Authorized Representative or any Authorized Representative with
respect to any Collateral not constituting Common Collateral.


 


(b)               Each
of the Authorized Representatives agrees that it will not accept any Lien on any Common Collateral for the benefit of any
Series of First-Priority Obligations (other than funds deposited for the discharge or defeasance of any Other
First-Priority Agreement) other than pursuant to the First-Priority Collateral Documents and, by executing this Agreement (or
a Joinder Agreement), each Authorized Representative and the Series of First-Priority Secured Parties for which it is acting
hereunder agree to be bound by the provisions of this Agreement and the other First-Priority Collateral Documents applicable
to it. The Credit Facility Agent acknowledges and agrees that no Notes Collateral Agent shall have any responsibility
pursuant to this Agreement with respect to any mortgages, financing statements, patent, trademark or copyright filings or
other filings or recordings filed or recorded by the Grantors in favor of such Notes Collateral Agent in compliance with its
obligations under the applicable Notes Indenture or the applicable Notes Collateral Agreement.


 






    


     


    

 


Exhibit M


Page 18



 


(c)              
Each of the First-Priority Secured Parties agrees that it will not (and hereby waives any right to) contest or support any
other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity
or enforceability of a Lien held by or on behalf of any of the First-Priority Secured Parties in all or any part of the Collateral,
or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair (i)
the rights of any Authorized Representative or any First-Priority Secured Party to enforce this Agreement or (ii) the rights of
any First-Priority Secured Party from contesting or supporting any other Person in contesting the enforceability of any Lien purporting
to secure First-Priority Obligations constituting unmatured interest pursuant to Section 502(b)(2) of the Bankruptcy Code.


 


Section
2.03.                   
No Interference; Payment Over.


 


(a)               Each
First-Priority Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or
enforceability of any First-Priority Obligations of any Series or any First-Priority Collateral Document or the validity,
attachment, perfection or priority of any Lien under any First-Priority Collateral Document or the validity or enforceability
of the priorities, rights or duties established by or other provisions of this Agreement, (ii) it will not take or cause to
be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by
judicial proceedings or otherwise, any sale, transfer or other disposition of the Common Collateral by the Controlling
Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling
Authorized Representative or any other First-Priority Secured Party to exercise any right, remedy or power with respect to
any Common Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling
Authorized Representative or any other First-Priority Secured Party of any right, remedy or power with respect to any Common
Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim
against the Controlling Authorized Representative or any other First-Priority Secured Party seeking damages from or other
relief by way of specific performance, instructions or otherwise with respect to any Common Collateral, and none of the
Controlling Authorized Representative, any other Authorized Representatives or any other First-Priority Secured Party shall
be liable for any action taken or omitted to be taken by the Controlling Authorized Representative or other First-Priority
Secured Party with respect to any Common Collateral in accordance with the provisions of this Agreement, (v) it will not
seek, and hereby waives any right, to have any Common Collateral or any part thereof marshaled upon any foreclosure or other
disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings
or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this
Agreement shall be construed to prevent or impair the rights of any of the Authorized Representatives or any other
First-Priority Secured Party to enforce this Agreement.


 






    


     


    

 


Exhibit M


Page 19



 


(b)              
Each First-Priority Secured Party hereby agrees that, if it shall obtain possession of any Common Collateral or shall realize
any proceeds or payment in respect of any such Common Collateral, pursuant to any First-Priority Collateral Document or by the
exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other
exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of
First-Priority Obligations, then it shall hold such Common Collateral, proceeds or payment in trust for the First-Priority Secured
Parties and promptly transfer such Common Collateral, proceeds or payment, as the case may be, to the Controlling Authorized Representative,
to be distributed by the Controlling Authorized Representative in accordance with the provisions of Section 2.01(a) hereof.


 


Section
2.04.                   
Automatic Release of Liens; Amendments to First-Priority Collateral Documents.


 


(a)              
If at any time any Common Collateral is transferred to a third party or otherwise disposed of, in each case, in connection
with any enforcement by the Controlling Authorized Representative in accordance with the provisions of this Agreement and the applicable
First-Priority Collateral Documents, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the
Liens in favor of each Authorized Representative for the benefit of each Series of First-Priority Secured Parties upon such Common
Collateral will automatically be released and discharged upon final conclusion of the applicable foreclosure proceeding; provided
that any proceeds of any Common Collateral realized therefrom shall be applied pursuant to Section 2.01 hereof.


 


(b)              
If, in connection with any sale, lease, exchange, transfer or other disposition of any Common Collateral permitted under
the terms of the Secured Credit Documents (whether or not an Event of Default thereunder, and as defined therein, has occurred
and is continuing), the Controlling Authorized Representative, for itself or on behalf of the Controlling Secured Parties, releases
any of its Liens on any part of the Common Collateral, then the Liens, if any, of each Non-Controlling Authorized Representative
on such Common Collateral (but not the proceeds thereof, which shall be subject to the priorities set forth in this Agreement)
shall be automatically, unconditionally and simultaneously released, and each Non-Controlling Authorized Representative promptly
shall execute, if applicable, and deliver to the Controlling Authorized Representative or such Grantor such termination statements,
releases, authorizations and other documents and instruments, and shall take or authorize the Controlling Authorized Representative
or such Grantor to take such action (including any recordation, filing or giving of notice), as the Controlling Authorized Representative
or such Grantor may reasonably request to effectively confirm such release.


 


(c)               Each
First-Priority Secured Party agrees that any Authorized Representative may, with the prior written consent of the Grantors,
enter into any amendment to any First-Priority Collateral Document (including to release any Liens securing any Series of
First-Priority Obligations), so long as such amendment does not adversely affect the First Priority Secured Parties of
any other Series. Notwithstanding the foregoing, any Notes Collateral Agent may execute any supplement or amendment to the
applicable Notes Indenture or the applicable Notes Collateral Agreement pursuant to which the Grantors have provided it an
Opinion of Counsel and Officer’s Certificate (as such terms are defined in the applicable Notes Indenture) pursuant to
the provisions of the applicable Notes Indenture, the applicable Notes Collateral Agreement or any applicable First-Priority
Collateral Document. The Grantors shall provide a copy of such amendment to each other Authorized Representative.


 






    


     


    

 


Exhibit M


Page 20



 


(d)              
Each Authorized Representative agrees to execute, if applicable, and deliver (at the sole cost and expense of the Grantors)
all such termination statements, releases, authorizations and other documents and instruments, and shall take or authorize the
applicable Authorized Representative or Grantor to take such action (including any recordation, filing or giving of notice) reasonably
required in connection therewith as shall reasonably be requested by the applicable Authorized Representative to evidence and confirm
any release of Common Collateral, whether in connection with a sale of such assets by the relevant owner pursuant to the preceding
clauses or otherwise or amendment to any First-Priority Collateral Document provided for in this Section.


 


Section
2.05.                   
Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings.


 


(a)              
This Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy
Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against Holdings or any of
its Subsidiaries.


 


(b)               If
any Grantor shall become subject to a case (a “Bankruptcy Case”) under the Bankruptcy Code and
shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be
provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or the
use of cash collateral under Section 363 of the Bankruptcy Code (in each case, or under any equivalent provision of any other
applicable bankruptcy law), each First-Priority Secured Party (other than any Controlling Secured Party or the Controlling
Authorized Representative in their capacities as such) agrees that it will raise no objection to any such financing or to the
Liens on the Common Collateral securing the same (“DIP Financing Liens”) or to any use of cash
collateral that constitutes Common Collateral, unless any Controlling Secured Party or Controlling Authorized Representative
shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the
extent that such DIP Financing Liens are senior to the Liens on any such Common Collateral for the benefit of the Controlling
Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Common Collateral on the
same terms as the Liens of the Controlling Secured Parties (other than any Liens of any First-Priority Secured Parties
constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari
passu with the Liens on any such Common Collateral granted to secure the First-Priority Obligations of the Controlling
Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Common Collateral as set
forth herein), in each case so long as (A) the First-Priority Secured Parties of each Series retain the benefit of their
Liens on all such Common Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of
such proceeding, with the same priority vis-à-vis all the other First-Priority Secured Parties (other than any Liens
of the First-Priority Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the
Bankruptcy Case, (B) the First-Priority Secured Parties of each Series are granted Liens on any additional collateral
pledged to any First-Priority Secured Parties as adequate protection or otherwise in connection with such DIP Financing or
use of cash collateral, with the same priority vis-à-vis the First-Priority Secured Parties as set forth in this
Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the First-Priority
Obligations, such amount is applied pursuant to Section 2.01(a) of this Agreement and (D) if any First-Priority Secured
Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or
use of cash collateral, the proceeds of such adequate protection is applied pursuant to Section 2.01(a) of this Agreement; provided
that the First-Priority Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP
Financing over any Collateral subject to Liens in favor of the First-Priority Secured Parties of such Series or its
Authorized Representative that shall not constitute Common Collateral; and provided further that the First-Priority
Secured Parties receiving adequate protection shall not object to any other First-Priority Secured Party receiving adequate
protection comparable to any adequate protection granted to such First-Priority Secured Parties in connection with a DIP
Financing or use of cash collateral.


 






    


     


    

 


Exhibit M


Page 21



 


Section
2.06.                   
Reinstatement. In the event that any of the First-Priority Obligations shall be paid in full and such payment
or any part thereof shall subsequently, for whatever reason (including an order or judgment for disgorgement of a preference under
the Bankruptcy Code, or any similar law, or the settlement of any claim in respect thereof), be required to be returned or repaid,
the terms and conditions of this Article II shall be fully applicable thereto until all such First-Priority Obligations shall again
have been paid in full in cash.


 


Section
2.07.                   
Insurance. As between the First-Priority Secured Parties, the Controlling Authorized Representative shall
have the right (to the extent permitted in the Credit Agreement Documents) to adjust or settle any insurance policy or claim covering
or constituting Common Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar
proceeding affecting the Common Collateral.


 


Section
2.08.                   
Refinancings. The First-Priority Obligations of any Series may be Refinanced, in whole or in part, in each
case without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction
under any Secured Credit Document) of, any First-Priority Secured Party of any other Series, all without affecting the priorities
provided for herein or the other provisions hereof; provided that the Authorized Representative of the holders of any such Refinancing
indebtedness shall have executed a Joinder Agreement on behalf of the holders of such Refinancing indebtedness.


 






    


     


    

 


Exhibit M


Page 22



 


Section
2.09.                   
Possessory Collateral, Control Collateral and Controlling Authorized Representative as Gratuitous Bailee/Agent
for Perfection.


 


(a)              
The Controlling Authorized Representative agrees to hold any Common Collateral constituting Possessory Collateral or Control
Collateral that is part of the Collateral in its possession or control (or in the possession or control of its agents or bailees)
as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured Party and any assignee solely
for the purpose of perfecting the security interest granted in such Possessory Collateral or Control Collateral, if any, pursuant
to the applicable First-Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 2.09.
Pending delivery to the Controlling Authorized Representative, each other Authorized Representative agrees to hold any Common Collateral
constituting Possessory Collateral or Control Collateral, from time to time in its possession, as gratuitous bailee and/or gratuitous
agent for the benefit of each other First-Priority Secured Party and any assignee, solely for the purpose of perfecting the security
interest granted in such Possessory Collateral or Control Collateral, if any, pursuant to the applicable First-Priority Collateral
Documents, in each case, subject to the terms and conditions of this Section 2.09.


 


(b)              
The duties or responsibilities of the Controlling Authorized Representative and each other Authorized Representative under
this Section 2.09 shall be limited solely to holding any Common Collateral constituting Possessory Collateral or Control Collateral
as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured Party for purposes of perfecting
the Lien held by such First-Priority Secured Parties therein.


 


(c)              
The agreement of the Controlling Authorized Representative to act as gratuitous bailee and/or gratuitous agent pursuant
to this Section 2.09 is intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a)(2)
and 9-313(c) of the Uniform Commercial Code.


 


(d)               Upon
the occurrence of any change in the identity of the Person serving as the Controlling Authorized Representative, the retiring
Controlling Authorized Representative shall (1) deliver to the successor Controlling Authorized Representative (and
each Grantor hereby directs the Controlling Authorized Representative to so deliver) at the Grantors’ sole cost and
expense to the extent required under the Secured Credit Documents, any Possessory Collateral or Control Collateral evidencing
or constituting such Common Collateral in its possession or control together with any necessary endorsements to the extent
required by the Secured Credit Documents and (2) in the case of any Common Collateral as to which the Controlling Authorized
Representative has control (whether pursuant to an account control agreement or otherwise), the Controlling Authorized
Representative and the applicable Grantor, at the sole cost and expense of the Grantors (to the extent required under the
Secured Credit Documents), shall take such actions, if any, as are required to cause control over such Common Collateral to
become vested in the successor Controlling Authorized Representative.


 






    


     


    

 


Exhibit M


Page 23



 


Article
III


 


Existence and Amounts of Liens and Obligations


 


Whenever the Controlling
Authorized Representative or any Authorized Representative shall be required, in connection with the exercise of its rights or
the performance of its obligations hereunder, to determine the existence or amount of any First-Priority Obligations of any Series,
or the Common Collateral subject to any Lien securing the First-Priority Obligations of any Series, it may request that such information
be furnished to it in writing by each other Authorized Representative and shall be entitled to make such determination on the basis
of the information so furnished; provided, however, that, if an Authorized Representative shall fail or refuse reasonably
promptly to provide the requested information, the requesting Controlling Authorized Representative or Authorized Representative
shall be entitled to make any such determination or not make any determination by such method as it may, in the exercise of its
good faith judgment, determine, including by reliance upon a certificate of a Responsible Officer of Holdings. The Controlling
Authorized Representative and each Authorized Representative may rely conclusively, and shall be fully protected in so relying,
on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court
of competent jurisdiction) and shall have no liability to any Grantor, any First-Priority Secured Party or any other person as
a result of such determination, except to the extent a court of competent jurisdiction in a final, nonappealable judgment to have
resulted from gross negligence or willful misconduct of such Authorized Representative.


 


Article
IV


 


The Controlling Authorized Representative


 


Section
4.01.                   
Appointment and Authority.


 


(a)              
Notwithstanding any other provision of this Agreement, nothing herein shall be construed to impose any fiduciary or other
duty on the Controlling Authorized Representative to any Non-Controlling Secured Party or give any Non-Controlling Secured Party
the right to direct the Controlling Authorized Representative, except that the Controlling Authorized Representative shall be obligated
to distribute proceeds of any Common Collateral in accordance with Section 2.01 hereof.


 






    


     


    

 


Exhibit M


Page 24



 


(b)               Each
Non-Controlling Secured Party acknowledges and agrees that the Controlling Authorized Representative shall be entitled, for
the benefit of the First-Priority Secured Parties, to sell, transfer or otherwise dispose of or deal with any Common
Collateral as provided herein and in the First-Priority Collateral Documents for which the Controlling Authorized
Representative is the collateral agent of such Common Collateral, without regard to any rights to which Non-Controlling
Secured Parties would otherwise be entitled as a result of holding any First-Priority Obligations. Without limiting the
foregoing, each Non-Controlling Secured Party agrees that none of the Controlling Authorized Representative or any other
First-Priority Secured Party shall have any duty or obligation first to marshal or realize upon any type of Common Collateral
(or any other Collateral securing any of the First-Priority Obligations), or to sell, dispose of or otherwise liquidate all
or any portion of such Common Collateral (or any other Collateral securing any First-Priority Obligations), in any manner
that would maximize the return to the Non-Controlling Secured Parties, notwithstanding that the order and timing of any such
realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling
Secured Parties from such realization, sale, disposition or liquidation. Each of the First-Priority Secured Parties waives
any claim it may now or hereafter have against the Controlling Authorized Representative or the Authorized Representative of
any other Series of First-Priority Obligations or any other First-Priority Secured Party of any other Series arising out of
(i) any actions which the Controlling Authorized Representative, any Authorized Representative or any First-Priority Secured
Party takes or omits to take (including, actions with respect to the creation, perfection or continuation of Liens on any
Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon,
any of the Collateral and actions with respect to the collection of any claim for all or any part of the First-Priority
Obligations from any account debtor, guarantor or any other party) in accordance with the First-Priority Collateral Documents
or any other agreement related thereto or to the collection of the First-Priority Obligations or the valuation, use,
protection or release of any security for the First-Priority Obligations, (ii) any election by any Authorized
Representative or any holders of First-Priority Obligations, in any proceeding instituted under the Bankruptcy Code, of the
application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.05 of this Agreement, any borrowing or
grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code by Holdings or any
of its Subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement, the Controlling
Authorized Representative shall not accept any Common Collateral in full or partial satisfaction of any First-Priority
Obligations pursuant to Section 9-620 of the Uniform Commercial Code of any jurisdiction, without the consent of each
Authorized Representative representing holders of First-Priority Obligations for whom such Collateral constitutes Common
Collateral.


 


Section
4.02.                   
Rights as a First-Priority Secured Party. The Person serving as the Controlling Authorized Representative
hereunder shall have the same rights and powers in its capacity as a First-Priority Secured Party under any Series of First-Priority
Obligations that it holds as any other First-Priority Secured Party of such Series and may exercise the same as though it were
not the Controlling Authorized Representative and the term “First-Priority Secured Party” or “First-Priority
Secured Parties” or (as applicable) “Credit Agreement Secured Party”, “Credit Agreement Secured Parties”,
“Other First-Priority Secured Party” or “Other First-Priority Secured Parties” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person serving as the Controlling Authorized Representative
hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial
advisor or in any other advisory capacity for and generally engage in any kind of business with Holdings or any Subsidiary of
Holdings or other Affiliate thereof as if such Person were not the Controlling Authorized Representative hereunder and without
any duty to account therefor to any other First-Priority Secured Party.


 






    


     


    

 


Exhibit M


Page 25



 


Section
4.03.                   
Exculpatory Provisions.


 


(a)              
The Controlling Authorized Representative shall not have any duties or obligations except those expressly set forth herein
and in the other First-Priority Collateral Documents. Without limiting the generality of the foregoing, the Controlling Authorized
Representative:


 


(i)                
shall not be subject to any fiduciary or other implied duties of any kind or nature to any Person, regardless of whether
an Event of Default has occurred and is continuing;


 


(ii)               
shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights
and powers expressly contemplated hereby or by the other First-Priority Collateral Documents; provided that the Controlling
Authorized Representative shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose
the Controlling Authorized Representative to liability or that is contrary to any First-Priority Collateral Document or applicable
law;


 


(iii)             
shall not, except as expressly set forth herein and in the other First-Priority Collateral Documents, have any duty to disclose,
and shall not be liable for the failure to disclose, any information relating to Holdings or any of its Affiliates that is communicated
to or obtained by the Person serving as the Controlling Authorized Representative or any of its Affiliates in any capacity;


 


(iv)             
shall not be liable for any action taken or not taken by it (i) in the absence of its own gross negligence or willful misconduct,
as determined by a court of competent jurisdiction in a final and non-appealable decision or (ii) in reliance on a certificate
of an authorized officer of Holdings stating that such action is not prohibited by the terms of this Agreement. The Controlling
Authorized Representative shall be deemed not to have knowledge of any Event of Default under any Series of First-Priority Obligations
unless and until notice describing such Event of Default is given to the Controlling Authorized Representative by the Authorized
Representative of such First-Priority Obligations or Holdings;


 


(v)              
shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other First-Priority Collateral Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any default,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other First-Priority Collateral Document
or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by
the First-Priority Collateral Documents, (v) the value or the sufficiency of any Collateral for any Series of First-Priority Obligations,
or (v) the satisfaction of any condition set forth in any Secured Credit Document, other than to confirm receipt of items expressly
required to be delivered to the Controlling Authorized Representative;


 






    


     


    

 


Exhibit M


Page 26



 


(vi)            
shall not have any fiduciary duties or contractual obligations of any kind or nature under any Other First-Priority Agreement
(but shall be entitled to all protections provided to the Authorized Representative therein); and


 


(vii)         
with respect to the Credit Agreement, any Other First-Priority Agreement or any First-Priority Collateral Document, may
conclusively assume that the Grantors have complied with all of their obligations thereunder unless it has knowledge of any such
non-compliance or is advised in writing by the Authorized Representative thereunder to the contrary specifically setting forth
the alleged violation.


 


(b)              
Each First-Priority Secured Party acknowledges that, in addition to acting as the initial Controlling Authorized Representative,
Morgan Stanley, also serves as Credit Facility Agent under the Credit Agreement and each First-Priority Secured Party hereby agrees
not to assert any claim (including as a result of any conflict of interest) against Morgan Stanley, or any successor, arising from
the role of Credit Facility Agent under the Credit Agreement so long as Morgan Stanley, or any such successor is either acting
in accordance with the express terms of such documents or otherwise has not engaged in gross negligence or willful misconduct.


 


(c)              
Each Authorized Representative and each First-Priority Secured Party hereby waives any claim it may now or hereafter have
against the Controlling Authorized Representative or any First-Priority Secured Parties arising out of (i) any actions which the
Controlling Authorized Representative (or any of its representatives) takes or omits to take (including actions with respect to
the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, disposition,
release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any
claim for all or any part of the First-Priority Obligations from any account debtor, guarantor or any other party) in accordance
with any relevant First-Priority Collateral Documents, or any other agreement related thereto, or to the collection of the First-Priority
Obligations or the valuation, use, protection or release of any security for the First-Priority Obligations, (ii) any election
by the Controlling Authorized Representative (or any of its agents), in any proceeding instituted under the Bankruptcy Code, of
the application of Section 1111(b) of the Bankruptcy Code, or (iii) subject to Section 2.05, any borrowing by, or grant of a security
interest or administrative expense priority under Section 364 of the Bankruptcy Code by, Holdings or any of its Subsidiaries, as
debtor-in-possession.


 


Section
4.04.                   
Reliance by Controlling Authorized Representative. The Controlling Authorized Representative shall be entitled
to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed
by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Controlling Authorized
Representative also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the
proper Person, and shall not incur any liability for relying thereon. The Controlling Authorized Representative may consult with
legal counsel (who may include, but shall not be limited to counsel for Holdings and its Subsidiaries or counsel to the Credit
Facility Agent or any Authorized Representative), independent accountants and other experts selected by it, and shall not be liable
for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 






    


     


    

 


Exhibit M


Page 27



 


Section
4.05.                   
Delegation of Duties. The Controlling Authorized Representative may perform any and all of its duties and
exercise its rights and powers hereunder or under any other First-Priority Collateral Document by or through any one or more sub-agents
appointed by the Controlling Authorized Representative. The Controlling Authorized Representative and any such sub-agent may perform
any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory provisions
of this Article shall apply to any such sub-agent and to the Affiliates of the Controlling Authorized Representative and any such
sub-agent.


 


Section
4.06.                   
Non-Reliance on Controlling Authorized Representative and Other First-Priority Secured Parties. Each First-Priority
Secured Party acknowledges that it has, independently and without reliance upon the Controlling Authorized Representative, any
Authorized Representative or any other First-Priority Secured Party or any of their Affiliates and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other
Secured Credit Documents. Each First-Priority Secured Party also acknowledges that it will, independently and without reliance
upon the Controlling Authorized Representative, any Authorized Representative or any other First-Priority Secured Party or any
of their Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this Agreement, any other Secured Credit Document or any related
agreement or any document furnished hereunder or thereunder. For the avoidance of doubt, each Notes Collateral Agent executes and
delivers this Agreement pursuant to the requirements of the applicable Notes Indenture or the applicable Notes Collateral Agreement,
and the authorization and direction of the Grantors and the holders of the applicable Notes Obligations therein. No Notes Collateral
Agent makes any credit analysis or credit decision with respect to its entry into or performance under any Notes Indenture or any
Notes Collateral Agreement, and no provision of this Agreement, any Notes Indenture or any Notes Collateral Agreement shall be
construed to require it to do so.


 






    


     


    

 



 


Exhibit M

Page 28


 


Article
V


 


MISCELLANEOUS


 


Section
5.01.                   
Notices. All notices and other communications provided for herein shall be in writing and shall be delivered
by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:


 


(a)              
if to the Controlling Authorized Representative or the Credit Facility Agent, to it at Morgan Stanley Agency Servicing,
1 New York Plaza, New York, New York, 10004, Attention: Agency Team, (Telecopy No. 212 507 6680); Email: msagency@morganstanley.com
(or such other address as shall be provided in writing to the other parties hereto from time to time);


 


(b)              
if to the 2021 Notes Collateral Agent or the 2026 Notes Collateral Agent, to it at Wells Fargo Bank, National Association,
150 East 42nd Street, 40th Floor, New York, New York 10017, Attn: Corporate, Municipal and Escrow Services, Telecopy (866) 297-2015;
and


 


(c)              
if to any additional Other Authorized Representative, to it at the address set forth in the applicable Joinder Agreement.


 


Any party hereto may change its address
or telecopy or electronic mail address number for notices and other communications hereunder by notice to the other parties hereto.
Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be
deemed to have been given when received; notices and other communications sent by telecopier or electronic communications shall
be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed
to have been given at the opening of business on the next business day for the recipient). As agreed to in writing among the Controlling
Authorized Representative and each Authorized Representative from time to time, notices and other communications may also be delivered
by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person.


 


Section
5.02.                   
Waivers; Amendment; Joinder Agreements.


 


(a)              
No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The
rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise
have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective
unless the same shall not be prohibited by paragraph (b) of this Section 5.02, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle
such party to any other or further notice or demand in similar or other circumstances.


 






     


     


    

 


Exhibit M

Page 29


 


(b)              
Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any
Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative (or
its authorized agent), and acknowledged by Holdings, the Company and each other affected Grantor. Notwithstanding anything in this
Section 5.02(b) to the contrary, this Agreement may be amended from time to time at the request of the Company, at the Company’s
expense, and without the consent of any Authorized Representative or any First-Priority Secured Party, to add other parties holding
Other First-Priority Obligations (or any agent or trustee therefor) in accordance with clause (c) below and Section 5.14, to the
extent such obligations are not prohibited by any Secured Credit Document. Each party to this Agreement agrees that (i) at the
request (and sole expense) of Holdings, without the consent of any First-Priority Secured Party, each of the Authorized Representatives
shall, upon delivery of an Officers’ Certificate and Opinion of Counsel to each applicable Notes Collateral Agent as provided
in Section 5.13(b), execute and deliver an acknowledgment and confirmation of such modifications and/or enter into an amendment,
a restatement or a supplement of this Agreement to facilitate such modifications (it being understood that such actions shall not
be required for the effectiveness of any such modifications) and (ii) each of Holdings and Company shall be a beneficiary of this
‎‎‎Section 5.02(b). Notwithstanding the foregoing, this Agreement shall
terminate with respect to a Series of First-Priority Obligations (and the Authorized Representative with respect thereto) upon
the Discharge of such Series of First-Priority Obligations.


 


(c)              
Notwithstanding the foregoing, without the consent of any First-Priority Secured Party, any Authorized Representative may
become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.14 and, upon such execution
and delivery, such Authorized Representative and the Other First-Priority Secured Parties and Other First-Priority Obligations
of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the other
First-Priority Collateral Documents applicable thereto.


 


Section
5.03.                   
Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns, as well as the other First-Priority Secured Parties, all of whom are intended to be bound
by, and to be third party beneficiaries of, this Agreement. Holdings and the Company shall be third party beneficiaries of Section
5.02 only.


 


Section
5.04.                   
Survival of Agreement. All covenants, agreements, representations and warranties made by any party in this
Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery
of this Agreement.


 


Section
5.05.                   
Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement constitutes the entire contract among the parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy or other electronic imaging means (including in .pdf format) shall be effective
as delivery of a manually executed counterpart of this Agreement.


 






     


     


    

 


Exhibit M

Page 30


 


Section
5.06.                   
Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting
the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes
as close as possible to that of the invalid, illegal or unenforceable provisions.


 


Section
5.07.                   
Governing Law. THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT
OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF
ANY OTHER LAW.


 


Section
5.08.                   
Submission to Jurisdiction; Waivers. The Controlling Authorized Representative and each Authorized Representative,
on behalf of itself and the First-Priority Secured Parties of the Series for whom it is acting, irrevocably and unconditionally:


 


(a)              
submits for itself and its property in any legal action or proceeding relating to this Agreement and the First-Priority
Collateral Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction
of the state and federal courts located in New York County and appellate courts from any thereof and waives any objection to any
action instituted hereunder in any such court based on forum non conveniens, and any objection to the venue of any action instituted
hereunder in any such court;


 


(b)              
consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter
have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;


 


(c)              
agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered
or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative)
at the address referred to in Section 5.01 hereof;


 






     


     


    

 


Exhibit M

Page 31


 


(d)              
agrees that nothing herein shall affect the right of any other party hereto (or any First-Priority Secured Party) to effect
service of process in any other manner permitted by law; and


 


(e)              
waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding
referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.


 


Section
5.09.                   
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO IN CONNECTION WITH THE SUBJECT MATTER HEREOF.


 


Section
5.10.                   
Headings. Article, Section and Annex headings used herein are for convenience of reference only, are not part
of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.


 


Section
5.11.                   
Conflicts. In the event of any conflict regarding the priority of the Liens and security interests granted
to any of the First-Priority Representatives or the exercise of rights or remedies of any of the First-Priority Representatives
between the terms of this Agreement and the terms of any of the other Secured Credit Documents or First-Priority Collateral Documents,
the terms of this Agreement shall govern.


 


Section
5.12.                   
Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely
for the purpose of defining the relative rights of the First-Priority Secured Parties in relation to one another. None of Holdings,
the Company, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly
provided in this Agreement (provided that nothing in this Agreement (other than Section 2.04, 2.05, 2.08, 2.09 or Article V) is
intended to or will amend, waive or otherwise modify the provisions of the Credit Agreement or any Other First-Priority Agreements),
and none of Holdings, the Company or any other Grantor may rely on the terms hereof (other than Sections 2.04, 2.05, 2.08, 2.09
and Article V); provided, however, that in no event shall any amendment or other modification of this agreement be effective to
the extent the rights or obligations of any Grantor would be adversely affected thereby without the written consent of Holdings
and the Company. Nothing in this Agreement is intended to or shall impair the obligations of any Grantor, which are absolute and
unconditional, to pay the First-Priority Obligations as and when the same shall become due and payable in accordance with their
terms.


 






     


     


    

 


Exhibit M

Page 32


Section
5.13.                   
Authorized Representatives.


 


(a)              
Each of the Authorized Representative under the Credit Agreement and each Notes Collateral Agent is executing and delivering
this Agreement solely in its capacity as such and pursuant to directions set forth in the Credit Agreement or the applicable Notes
Indenture, as applicable; and in so doing, neither the Authorized Representative under the Credit Agreement nor any Notes Collateral
Agent shall be responsible for the terms or sufficiency of this Agreement for any purpose. Neither the Authorized Representative
under the Credit Agreement nor any Notes Collateral Agent shall have duties or obligations under or pursuant to this Agreement
other than such duties expressly set forth in this Agreement as duties on its part to be performed or observed. In entering into
this Agreement, or in taking (or forbearing from) any action under or pursuant to this Agreement, each of the Authorized Representative
under the Credit Agreement and each Notes Collateral Agent shall have and be protected by all of the rights, immunities, indemnities
and other protections granted to it under the Credit Agreement or the applicable Notes Indenture, as applicable.


 


(b)              
No Notes Collateral Agent shall be under any obligation to take or consent to any action that is within the discretion of
such Notes Collateral Agent under the provisions hereof, except upon the written instructions of the applicable Required Holders.
For purposes of determining whether the conditions precedent under this Agreement have been satisfied, and prior to executing and
delivering any amendment or document of any kind, taking any action or releasing any Collateral as required by the terms of this
Agreement, including pursuant to Sections 2.04(b), (c) and (d) hereof, each Notes Collateral Agent shall be entitled to receive
and conclusively rely upon an Opinion of Counsel and Officer’s Certificate (as such terms are defined in the applicable Note)
Indenture) to the effect that any such document, action or release is authorized or permitted hereunder and under the applicable
Notes Indenture and the other applicable First-Priority Collateral Documents. The Notes Collateral Agents shall not at any time
be deemed or imputed to have any knowledge of or receipt of any notices, information, correspondence or materials in the possession
of or given to any other Authorized Representative acting under any other Series of First-Priority Obligations.


 


Section
5.14.                   
Other First-Priority Obligations. Each Authorized Representative agrees that Holdings or the Company may from
time to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional
indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Grantors that would, if such
Liens were granted, constitute Common Collateral as “Other First-Priority Obligations” hereunder, by delivering to
each Authorized Representative party hereto at such time a certificate of a Responsible Officer of Holdings or the Company, respectively:


 


(a)              
describing the indebtedness and other obligations being designated as Other First-Priority Obligations, and including a
statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;


 


(b)              
setting forth each of the indentures, credit agreements or other similar agreements (the “Additional First-Priority
Agreements”) under which such Other First-Priority Obligations are, or are to be, issued or incurred, and under
which the Liens securing such Other First-Priority Obligations are, or are to be, granted or created, and attaching copies of
such Additional First-Priority Agreements as each Grantor has executed and delivered to the Person that serves as the collateral
agent, collateral trustee or a similar representative for the holders of such Other First-Priority Obligations (such Person, the
“Additional First-Priority Agent”) with respect to such Other First-Priority Obligations on the closing
date of such Other First-Priority Obligations, certified as being true and complete by a Responsible Officer of Holdings or the
Company, as applicable;


 






     


     


    

 


Exhibit M

Page 33


 


(c)              
identifying the Person that serves as the Additional First-Priority Agent;


 


(d)              
certifying that the incurrence of such Other First-Priority Obligations, the creation of the Liens securing such Other First-Priority
Obligations and the designation of such Other First-Priority Obligations as “Other First-Priority Obligations” hereunder
do not violate or result in a default under any provision of any Secured Credit Document of any Series in effect at such time;
and


 


(e)              
attaching a fully completed Joinder Agreement executed and delivered by the Authorized Representative in respect of such
Series of Other First-Priority Obligations.


 


Upon the delivery of
such certificate and the related attachments as provided above, the obligations designated in such notice shall become Other First-Priority
Obligations for all purposes of this Agreement.


 


Section
5.15.                   
Junior Lien Intercreditor Agreements. The Controlling Authorized Representative, each Notes Collateral Agent
and each other Authorized Representative hereby appoint the Controlling Authorized Representative to act as agent on their behalf
pursuant to and in connection with the execution of any intercreditor agreements governing any Liens on Common Collateral junior
to Liens securing the First-Priority Obligations that are incurred after the date hereof in compliance with the Secured Credit
Documents.


 


[Remainder of this page intentionally
left blank]


 



     


     


    

 


Exhibit M

Page 34


 


IN WITNESS WHEREOF, the
parties hereto have caused this First Lien/First Lien Intercreditor Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.


 


	 	MORGAN STANLEY SENIOR FUNDING, INC.,
	 	as Credit Facility Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as 2021 Notes Collateral Agent
	 	 
	 	By:	 
	 	 	Name:	Gregory S. Clarke
	 	 	Title:	Vice President


 


 


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as 2026 Notes Collateral Agent
	 	 
	 	By:	 
	 	 	Name:	Gregory S. Clarke
	 	 	Title:	Vice President







 






     


     


    

 


Annex A


 


ACKNOWLEDGEMENT OF GRANTORS


 


 


Dated: [___], 2016


 


Reference is made to
the First Lien/First Lien Intercreditor Agreement, dated as of November 21, 2016, among Morgan Stanley Senior Funding, Inc., as
Credit Facility Agent, Wells Fargo Bank, National Association, as 2021 Notes Collateral Agent, and Wells Fargo Bank, National Association,
as 2026 Notes Collateral Agent (as the same may be amended, restated, supplemented, waived, or otherwise modified from time to
time, the “Intercreditor Agreement”). Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Intercreditor Agreement.


 


Each of the Grantors
party hereto has received a copy of the foregoing Intercreditor Agreement, agrees to recognize all rights of the First-Priority
Secured Parties granted therein and agrees that it will not take any action that would be contrary to the express provisions thereof.
Each of the Grantors party hereto further acknowledges and agrees that the foregoing Intercreditor Agreement is for the sole benefit
of the First-Priority Secured Parties and their respective successors and assigns, and that no Grantor is an intended beneficiary
or third-party beneficiary thereof except to the extent otherwise expressly provided therein.


 


This Acknowledgement
of Grantors shall be governed and construed in accordance with the laws of the State of New York. Notices delivered to the Grantors
pursuant to this Acknowledgement of Grantors shall be delivered in accordance with the notice provisions set forth in the Intercreditor
Agreement.


 


[Signatures follow.]


 






     


     


    

 


Acknowledged by:


 


	CF INDUSTRIES INC.	 
	 	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


	CF INDUSTRIES HOLDINGS, INC.	 
	 	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	
        
	 
	CF INDUSTRIES SALES, LLC.	 
	 	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 


 


	CF INDUSTRIES ENTERPRISES, INC.	 
	 	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 






     


     


    

 



 


FORM OF JOINDER


 


[FORM OF] JOINDER AGREEMENT NO. [ ] dated
as of [     ], 20[  ] (the “Joinder Agreement”) to the FIRST LIEN/FIRST LIEN
INTERCREDITOR AGREEMENT dated as of November 21, 2016 (the “Intercreditor Agreement”), among Morgan Stanley
Senior Funding, Inc., as Credit Facility Agent, Wells Fargo Bank, National Association, as 2021 Notes Collateral Agent, Wells Fargo
Bank, National Association, as 2026 Notes Collateral Agent, and each other Authorized Representative from time to time party thereto.


 


A.       Capitalized
terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.


 


B.       The
Company proposes to issue or incur Other First-Priority Obligations and the Person identified in the signature pages hereto as
the “Additional First-Priority Agent” (the “Additional First-Priority Agent”) will serve as the
collateral agent, collateral trustee or a similar representative for the Other First-Priority Secured Parties. The Other First-Priority
Obligations are being designated as such by the Company in accordance with Section 5.14 of the Intercreditor Agreement.


 


C.       The
Additional First-Priority Agent wishes to become a party to the Intercreditor Agreement and to acquire and undertake, for itself
and on behalf of the Other First-Priority Secured Parties, the rights and obligations of an “Additional First-Priority Agent”
and “Authorized Representative” thereunder. The Additional First-Priority Agent is entering into this Joinder Agreement
in accordance with the provisions of the Intercreditor Agreement in order to become an Additional First-Priority Agent and Authorized
Representative thereunder.


 


Accordingly, the Additional First-Priority
Agent agrees as follows:


 


Section 1. Accession to the Intercreditor
Agreement. The Additional First-Priority Agent (a) hereby accedes and becomes a party to the Intercreditor Agreement as an
Additional First-Priority Agent and Authorized Representative for the Other First-Priority Secured Parties from time to time in
respect of the Other First-Priority Obligations, (b) agrees, for itself and on behalf of the Other First-Priority Secured Parties
from time to time in respect of the Other First-Priority Obligations, to all the terms and provisions of the Intercreditor Agreement
and (c) shall have all the rights and obligations of an Additional First-Priority Agent and an Authorized Representative under
the Intercreditor Agreement.


 






     


     


    

 


Section 2. Representations, Warranties
and Acknowledgement of the Authorized Representative. The Additional First-Priority Agent represents and warrants to the other
Authorized Representatives and the other First-Priority Secured Parties that (a) it has full power and authority to enter into
this Joinder Agreement, in its capacity as the Additional First-Priority Agent, (b) this Joinder Agreement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with
the terms of this Joinder Agreement, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws
affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and (c)
the Other First-Priority Agreements relating to such Other First-Priority Obligations provide that, upon the Additional First-Priority
Agent’s entry into this Joinder Agreement, the secured parties in respect of such Other First-Priority Obligations will
be subject to and bound by the provisions of the Intercreditor Agreement as Other First-Priority Secured Parties.


 


Section 3. Counterparts. This Joinder
Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Joinder Agreement shall become effective when each Authorized Representative shall have
received a counterpart of this Joinder Agreement that bears the signature of the Additional First-Priority Agent. Delivery of an
executed signature page to this Joinder Agreement by facsimile or other electronic transmission (including PDF copies) shall be
effective as delivery of a manually signed counterpart of this Joinder Agreement.


 


Section 4. Benefit of Agreement.
The agreements set forth herein or undertaken pursuant hereto are for the benefit of, and may be enforced by, any party to the
Intercreditor Agreement.


 


Section 5. Governing Law. THIS
AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING
OUT OF OR RELATING TO THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW.


 


Section 6. Severability. In case
any one or more of the provisions contained in this Joinder Agreement should be held invalid, illegal or unenforceable in any respect,
none of the parties hereto shall be required to comply with such provision for so long as such provision is held to be invalid,
illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the
Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations
to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.


 


Section 7. Notices. All communications
and notices hereunder shall be in writing and given as provided in Section 5.01 of the Intercreditor Agreement. All communications
and notices hereunder to the Authorized Representative shall be given to it at the address set forth under its signature hereto,
which information supplements Section 5.01 of the Intercreditor Agreement.


 


[Signature Pages Follow]


 






     


     


    

 


IN WITNESS WHEREOF, the Additional First-Priority
Agent has duly executed this Joinder Agreement to the Intercreditor Agreement as of the day and year first above written.


 


	 	[NAME OF ADDITIONAL FIRST-PRIORITY AGENT], as ADDITIONAL FIRST-PRIORITY AGENT and AUTHORIZED REPRESENTATIVE for the OTHER FIRST-PRIORITY SECURED PARTIES
	 	 	 
	 	By:	                 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Address for notices:
	 	 
	 	 
	 	 



 


	 	attention of:	 
	 	Telecopy:	 


 






     


     


    

 


	Acknowledged by:	 
	 	 
	MORGAN STANLEY SENIOR FUNDING, INC. as	 
	Credit Facility Agent	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION,	 
	as 2021 Notes Collateral Agent	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION,	 
	as 2026 Notes Collateral Agent	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	CF INDUSTRIES HOLDINGS, INC.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	CF INDUSTRIES, INC.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 






     


     


    

 


	CF INDUSTRIES SALES, LLC	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	CF INDUSTRIES ENTERPRISES, INC.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 






     


     


    

 






 


EXHIBIT N


 


FORM OF MORTGAGE29


 


Subject to local counsel review and comment


 


	
        

        RECORDING REQUESTED BY

        AND WHEN RECORDED MAIL TO:

         

        Davis Polk & Wardwell LLP

        450 Lexington Ave

        New York, New York 10017

        Attn: Real Estate Department

         
	 


 


 


 




 


[__________],30
as Mortgagor

To

CITIBANK, N.A.,

AS ADMINISTRATIVE AGENT, as Mortgagee


 


[OPEN-ENDED] MORTGAGE, ASSIGNMENT OF LEASES
AND RENTS,


SECURITY AGREEMENT AND FIXTURE FILING


 





	Dated: 	[_______], 201[_]
	 	 
	Location: 	[_______]
	 	[_______]
	 	[_______]
	 	[_______]
	 	 
	County: 	[_______]
	 	 
	Property Identification Number(s): 	[_______]
	 	[_______]
	 	[_______]
	 	[_______]







 





 





 


 






29 To be
converted to a form of Deed of Trust for Deed of Trust states.


30 Insert
applicable Loan Party.


 











     


     


    




 


Exhibit N


Page 2


 


[OPEN-ENDED] MORTGAGE, ASSIGNMENT OF
LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING


 


This [OPEN-ENDED] MORTGAGE,
ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Mortgage”), executed on the acknowledgment
date of the signature hereto and effective as of [_______], 201[_] (the “Effective Date”), is made by [__________],
a [__________] (“Mortgagor”), whose address is [c/o CF Industries, Inc., 4 Parkway North, Suite 400, Deerfield,
Illinois 60015], in favor of Citibank, N.A. (“Citi”), whose address is c/o 388 Greenwich Street, New York, New
York 10013, as Administrative Agent for the Secured Parties (as each such term is defined in the Credit Agreement, which is hereinafter
defined) (Citi, in such capacity, “Mortgagee”). References to this “Mortgage” shall mean
this instrument and any and all renewals, modifications, amendments, supplements, extensions, consolidations, substitutions, spreaders
and replacements of this instrument.


 


Background


 


A.       Mortgagor
is the fee owner of that certain parcel of real property described on Exhibit A attached hereto and made a part hereof (the
“Land”) and all of the buildings, improvements, structures and fixtures now or subsequently located on the Land
(collectively, the “Improvements”; the Land and the Improvements being hereinafter collectively referred to
as the “Real Estate”).


 


B.       All
capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in that certain Fourth
Amended and Restated Revolving Credit Agreement, dated as of September 18, 2015, as amended as of December 20, 2015, July
29, 2016, October 31, 2016, March 19, 2018, November 2, 2018 and as further amended as of [____],
2019 (the “Fourth Amendment Effective Date”) (as the same may be further amended, supplemented, restated, substituted,
replaced or otherwise modified from time to time, the “Credit Agreement”) by
and among CF Industries Holdings, Inc., a Delaware corporation (“Holdings”), CF Industries, Inc., a Delaware
corporation (the “Lead Borrower”), the Designated Borrowers from time to time party thereto, the Lenders from
time to time party thereto, the Issuing Banks from time to time party thereto and the Administrative Agent. References in this
Mortgage to a “Default” shall have the meaning assigned thereto in the Credit Agreement and shall include any
failure of Mortgagor to fulfill any of its obligations under this Mortgage. References in this Mortgage to an “Event of
Default” shall have the meaning assigned thereto in the Credit Agreement and shall include any Default under this Mortgage
which is not cured or waived within thirty (30) days.


 


C.       Under
the Credit Agreement, Mortgagor (i) executed and delivered to the Administrative Agent that certain Pledge and Security Agreement
dated as of [_____], 2019 (the “Security Agreement”) among Holdings, the Lead Borrower, Mortgagor, the other
Guarantors from time to time party thereto and Administrative Agent, and (ii) is required to enter into and deliver this Mortgage
to secure the Obligations.


 


[THIS MORTGAGE CONSTITUTES AN
“OPEN-END MORTGAGE” UNDER THE APPLICABLE LAWS OF THE STATE OF [_____] AND SECURES OBLIGATIONS THAT INCLUDE FUTURE
AND/OR REVOLVING ADVANCES MADE PURSUANT TO THE CREDIT AGREEMENT. THE TOTAL AMOUNT OF THE PRINCIPAL INDEBTEDNESS THAT MAY BE
SECURED BY THIS MORTGAGE MAY INCREASE OR DECREASE FROM TIME TO TIME, BUT THE TOTAL UNPAID PRINCIPAL BALANCE SO SECURED AT ANY
ONE TIME SHALL NOT EXCEED $[___________] PLUS INTEREST THEREON, COLLECTION COSTS, SUMS ADVANCED FOR THE PAYMENT OF TAXES,
ASSESSMENTS, MAINTENANCE AND REPAIR CHARGES, INSURANCE PREMIUMS AND ANY OTHER COSTS AND OBLIGATIONS INCURRED TO PROTECT THE
SECURITY ENCUMBERED HEREBY OR THE LIEN OF THIS MORTGAGE, REASONABLE AND DOCUMENTED OUT-OF-POCKET EXPENSES INCURRED BY
MORTGAGEE BY REASON OF ANY EVENT OF DEFAULT BY MORTGAGOR UNDER THE TERMS OF THIS MORTGAGE, WITH INTEREST ON ANY SUCH ADVANCES
AND DISBURSEMENTS, TOGETHER WITH ALL OTHER SUMS SECURED HEREBY.


 






     


     


    

  


Exhibit N


Page 3


 



THIS MORTGAGE COVERS FIXTURES AND IS INTENDED
FOR FILING WITH THE RECORDER OF DEEDS FOR [_______] COUNTY, [STATE].]


 


Granting Clauses


 


For good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure the Obligations, MORTGAGOR HEREBY
GRANTS TO MORTGAGEE A LIEN UPON AND A SECURITY INTEREST IN, AND HEREBY MORTGAGES AND BARGAINS, WARRANTS, GRANTS, ASSIGNS, TRANSFERS
AND SETS OVER TO MORTGAGEE, AS ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, WITH MORTGAGE COVENANTS AND WITH POWER
OF SALE, subject to Liens not prohibited by Section 6.2 of the Credit Agreement:


 


(A)             
all right, title and interest of Mortgagor in and to the Land;


 


(B)             
all right, title and interest of Mortgagor in and to the Real Estate;


 


(C)             
all right, title and interest of Mortgagor in, to and under all easements, rights of way, strips and gores of land, streets,
ways, alleys, passages, sewer rights, waters, water courses, water and riparian rights, oil and gas rights, development rights,
air rights, mineral rights and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances
issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Real
Estate to the center line thereof;


 


(D)              all
right, title and interest of Mortgagor in and to all of the fixtures, chattels, business machines, machinery,
apparatus, equipment, movable appliances, furnishings, fittings and articles of personal property of every kind and nature
whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each
case, attachments, components, parts, and accessories) currently owned or subsequently acquired by Mortgagor and now or
subsequently attached to, or contained in or used or usable in any way in connection with any operation or letting of the
Real Estate, including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains,
draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical
equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air- cooling apparatus, refrigerating, and
incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry
equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite
dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and
materials, security systems, motors, engines, machinery, pipes, pumps, tanks, conduits, appliances, fittings and fixtures of
every kind and description (all of the foregoing in this paragraph (D) being referred to as the
“Equipment”);


 






     


     


    

 


Exhibit N


Page 4


 



(E)              
all right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements
to, the Real Estate and the Equipment, subsequently acquired by or released to Mortgagor or constructed, assembled or placed by
Mortgagor on the Real Estate, immediately upon such acquisition, release, construction, assembling or placement, including, without
limitation, any and all building materials whether stored at the Real Estate or offsite, and, in each such case, without any further
mortgage, conveyance, assignment or other act by Mortgagor;


 


(F)              
all right, title and interest of Mortgagor, as lessor, ground lessor, licensor, or sublessor, in, to and under all leases,
subleases, underlettings, concession agreements, licenses and other occupancy agreements relating to the use or occupancy of the
Real Estate or the Equipment, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees
of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time
to time, a “Lease” or the “Leases”), and all rights of Mortgagor in respect of cash and securities
deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereof, together with
all other rents, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment of the Mortgaged
Property (as defined below) (collectively, the “Rents”);


 


(G)             
all right, title and interest of Mortgagor in and to all trade names, trademarks, logos, copyrights, good will, and books
and records relating solely to the operation of the Real Estate, the Leases, or the Equipment, and all general intangibles related
to the operation of the Improvements, now existing or hereafter arising;


 


(H)             
all right, title and interest of Mortgagor in and to all unearned premiums under insurance policies now or subsequently
obtained by Mortgagor relating to the Real Estate or Equipment and Mortgagor’s interest in and to all proceeds of any such
insurance policies relating solely to the Real Estate or Equipment (including title insurance policies) including the right to
collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below and in the other Loan
Documents; and, including the interest payable thereon and the right to collect and receive the same, made to the present or any
subsequent owner of the Real Estate or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part
of the Real Estate or Equipment;


 


(I)                 all
right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any
manager or agent on its behalf relating solely to the ownership, construction, design, maintenance, repair, operation,
management, sale or financing of the Real Estate or Equipment and all agreements relating to the purchase or lease of any
portion of the Real Estate or any property which is adjacent or peripheral to the Real Estate, together with the right to
exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, entitlements,
certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation
of the Real Estate or Equipment, (iii) all warranties and guaranties relating to the construction, completion,
occupancy, use or operation of the Real Estate or Equipment, and (iv) all drawings, plans, specifications and similar
or related items relating to the Real Estate, excluding the Excluded Property of the type described in clause (f) of such
definition under the Credit Agreement;


 






     


     


    

 


Exhibit N


Page 5


 



(J)                
all right, title and interest of Mortgagor in and to any and all refunds of real estate taxes, monies now or subsequently
on deposit for the payment of real estate taxes or special assessments against the Real Estate or for the payment of premiums on
insurance policies covering the foregoing property or otherwise on deposit with or held by Mortgagee as provided in this Mortgage
or the other Loan Documents; all capital, operating, reserve or similar accounts held by or on behalf of Mortgagor and related
to the operation of the Mortgaged Property, whether now existing or hereafter arising; and all monies held in any of the foregoing
accounts and any certificates or instruments related to or evidencing such accounts; and


 


(K)             
all proceeds, both cash and noncash, of the foregoing;


 


(all of the foregoing property
and rights and interests now owned or held or subsequently acquired by Mortgagor and described in the foregoing clauses (A) through
(E) are collectively referred to as the “Premises”, and those described in the foregoing clauses (A) through
(K) are collectively referred to as the “Mortgaged Property”); provided that notwithstanding anything
to the contrary in this Mortgage or any other Loan Document, this Mortgage shall not constitute a grant of a lien over or security
interest in or a mortgage, bargain, warrant, grant, assignment, transfer or set over to Mortgagee of (and the terms “Land,”
“Improvements,” “Real Estate,” “Equipment,” “Lease,” “Leases,” “Rents,”
“Premises” and “Mortgaged Property” shall not include) any Excluded Property (other than the Excluded Property
of the type described in clauses (g) and (l) of such definition under the Credit Agreement);


 


TO HAVE AND TO HOLD the Mortgaged
Property and the rights and privileges hereby mortgaged unto Mortgagee, its successors and assigns, for the uses and purposes set
forth, until the Obligations are fully paid and performed, or as provided in Section ‎37
hereof.


 


Terms and Conditions


 


Mortgagor further represents,
warrants, covenants and agrees with Mortgagee as follows:


 


1.            
Payment of Mortgagor Obligations. Mortgagor shall pay and perform the Obligations at the times and places
and in the manner specified in the Loan Documents.


 


2.            
Covenants from Other Loan Documents. All of the covenants and agreements of Mortgagor contained in the Loan
Documents are incorporated herein by reference; provided, however, notices made by Mortgagor pursuant to Section 5.2 of
the Credit Agreement shall be deemed delivered hereunder.


 


3.            
Lien Law Compliance. Mortgagor shall preserve and protect the lien and security interest status, subject to
Liens not prohibited by Section 6.2 of the Credit Agreement, of this Mortgage.


 


4.            
Condemnation Awards and Insurance Proceeds. Mortgagor assigns all awards and compensation to which
it is entitled for any condemnation, eminent domain or other taking, or any purchase in lieu thereof, to Mortgagee and authorizes
Mortgagee to collect and receive such awards and compensation and to give proper receipts and acquittances therefor, in accordance
with, and to the extent required by, the terms of the Credit Agreement. In accordance with, and to the extent required by, the
terms of the Credit Agreement, Mortgagor assigns to Mortgagee all proceeds of any insurance policies insuring against loss or
damage to the Mortgaged Property, subject to the terms of the Credit Agreement. In accordance with, and to the extent required
by, the terms of the Credit Agreement, Mortgagor authorizes Mortgagee to collect and receive such proceeds and authorizes and
directs the issuer of each such insurance policies to make payment for all such losses directly to Mortgagee, instead of to Mortgagor
and Mortgagee jointly, subject to the terms of the Credit Agreement.


 






     


     


    

 


Exhibit N


Page 6


 



5.            
Casualty Events. Mortgagor shall promptly notify Mortgagee in writing of any Casualty Event (as hereinafter
defined). As used herein, “Casualty Event” means any loss of title (other than through a consensual conveyance, sale,
lease, sublease, exclusive license, exclusive sublicense, assignment, transfer, exchange or other disposition of the Mortgaged
Property) or any material loss of or damage to or destruction of, or any condemnation or other taking (including by any governmental
authority) of, the Mortgaged Property, including, without limitation, the temporary requisition of the use or occupancy of all
or any part of the Mortgaged Property or any part thereof by any governmental authority, or any settlement in lieu thereof.


 


6.            
Due on Sale. Mortgagor shall not sell, transfer, or otherwise dispose of all or any part of the Mortgaged
Property or any interest therein except as permitted by the Credit Agreement.


 


7.             Mortgagee’s
Rights of Cure. At its option, Mortgagee may discharge past due taxes, assessments, charges, fees, Liens, security
interests or other encumbrances at any time levied or placed on the Mortgaged Property and not permitted pursuant to Section
6.2 of the Credit Agreement, and may pay for the maintenance and preservation of the Mortgaged Property to the extent
Mortgagor fails to do so as required by the Credit Agreement, this Mortgage or any other Loan Document and within
a reasonable period of time after Mortgagee has requested in writing that Mortgagor do so. Any and all reasonable amounts so
expended by Mortgagee pursuant to this Section ‎7 shall be reimbursed by Mortgagor within fifteen (15)
Business Days after demand for any payment made in respect of such amounts that are due and payable or any reasonable expense
incurred by Mortgagee pursuant to the foregoing authorization in accordance with ‎Section 5.03 of the Security
Agreement. Nothing in this paragraph shall be interpreted as excusing Mortgagor from the performance of, or imposing any
obligation on Mortgagee or any Secured Party to cure or perform, any covenants or other promises of Mortgagor with respect to
taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in
the other Loan Documents. If, at the time Mortgagee elects to so cure or perform such covenants or other promises of
Mortgagor pursuant to this Section ‎7, Mortgagee shall hold any insurance or condemnation proceeds or
other sums pursuant to this Mortgage or any other Loan Document, and Mortgagee may, at its option and upon written notice to
Mortgagor, apply such funds pursuant to this Section  ‎7, in such order as it deems appropriate, to the
payment of all costs of such cure, notwithstanding anything to the contrary elsewhere contained in the Loan Documents, in
lieu of advancing its own funds for such purpose. If Mortgagee has advanced its own funds to so cure or perform such
covenants or other promises of Mortgagor, Mortgagee shall have the right, at any time that any such advances remain unpaid,
without notice to Mortgagor, to apply any proceeds, escrows or other sums then held by Mortgagee pursuant to this Mortgage or
any other Loan Document, notwithstanding anything to the contrary elsewhere contained in the Loan Documents, to the payment
of such advances and all outstanding and unpaid interest, if any, thereon. Upon demand by Mortgagee, Mortgagor shall promptly
replenish the amount of any proceeds, escrows or other sums so applied by Mortgagee so that Mortgagee shall thereafter hold
the same amount of proceeds, escrows and other sums which Mortgagee would have held but for the exercise of the rights
granted to Mortgagee in this Section  ‎7.


 






     


     


    

 


Exhibit N


Page 7


 



8.            
Future Advances. Mortgagee may, but shall not be obligated to, make such additional advances and readvances
to Mortgagor from time to time and said advances and readvances shall become part of the Obligations secured hereby to the fullest
extent permitted by law and to the same extent and with the same priority of lien as if such future advances and readvances were
made on the Fourth Amendment Effective Date.


 


9.            
Reimbursement of Expenses.


 


(a)           
The parties hereto agree that Mortgagee shall be entitled to reimbursement of its reasonable and documented out-of-pocket
expenses incurred hereunder and indemnity for its actions in connection herewith as provided in Sections 9.3 of the Credit Agreement;
provided that each reference therein to a “Borrower” shall be deemed to be a reference to a “Mortgagor”.


 


(b)           
Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral
Documents. The provisions of this Section ‎9 shall remain operative and in full force and effect regardless
of the termination of this Mortgage or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment
of any of the Obligations, the invalidity or unenforceability of any term or provision of this Mortgage or any other Loan Document,
or any investigation made by or on behalf of Mortgagee or any other Secured Party.


 


10.            
After-Acquired Property. Any greater or additional estate in the Mortgaged Property which is hereafter acquired
by Mortgagor which, by the terms hereof, is required or intended to be subjected to the lien of this Mortgage shall, immediately
upon the acquisition thereof by Mortgagor, and without any further mortgage, conveyance, assignment or transfer, become subject
to the lien of this Mortgage.


 


11.            
Bankruptcy Related Provisions.


 


(a)         
Without limiting the generality of any provision of this Mortgage, if a proceeding under Chapter 11 of Title 11 of the United
States Code (as amended, the “Bankruptcy Code”) is commenced by or against Mortgagor, then, pursuant to Section
552(b)(2) of said Bankruptcy Code, the security interest granted by this Mortgage shall automatically extend to all Rents acquired
by Mortgagor after the commencement of the case and such Rents shall constitute cash collateral under Section 363(a) of said Bankruptcy
Code.


 


(b)         
During the continuance of any Event of Default, Mortgagee shall have the right, but shall not be obligated, to file, in
its own name or on behalf of Mortgagor, any proof of claim or any bankruptcy or insolvency proceeding in which the debtor is a
lessee under a Lease or a guarantor thereof.


 






     


     


    

 


Exhibit N


Page 8


 



12.            
Appointment of Receiver. Mortgagee, in any action to foreclose this Mortgage, or upon the occurrence and during
the continuance of an Event of Default, shall be at liberty, but under no obligation, to apply for the appointment of a receiver
of the rents and profits and the Premises without notice, and Mortgagee shall be entitled, to the fullest extent permitted by applicable
law, to the appointment of such receiver as a matter of right, without consideration of the value of the Premises as security for
the amounts due Mortgagee or the solvency of any person or corporation liable for the payment of such amounts.


 


13.            
Right of Entry. On demand during the continuation of an Event of Default and to the fullest extent permitted
by applicable law, Mortgagee, personally or by its agents and attorneys, may enter upon the Premises, and exclude Mortgagor and
its agents and servants wholly therefrom, without liability for trespass, damages or otherwise, and take possession of all books,
records and accounts relating thereto and all other items constituting the Premises, and Mortgagor agrees to surrender possession
of the Premises including such books, records and accounts to Mortgagee; and having and holding the same may use, operate, manage,
preserve, control and otherwise deal therewith and conduct the business thereof, either personally or by its superintendents,
managers, agents, servants, attorneys or receivers, without interference from Mortgagor; and upon each such entry and from time
to time thereafter may, at the expense of Mortgagor, without interference by Mortgagor and as Mortgagee may deem advisable, (i)
maintain, restore and keep secure the Premises, (ii) insure or reinsure
the Premises, (iii) make all necessary or proper repairs, renewals, replacements,
alterations, additions, betterments and improvements thereto and thereon and (iv)
in every such case in connection with the foregoing have the right to exercise all rights and powers of Mortgagor with respect
to the Premises, either in Mortgagor’s name or otherwise; and Mortgagee shall be entitled to collect and receive all earnings,
revenues, rents, issues, profits and income of the Premises and every part thereof; and in furtherance of such right Mortgagee
may, subject as above stated, collect the rents payable under all leases of the Premises directly from the lessees thereunder
upon notice to each such lessee that an Event of Default exists accompanied by a demand on such lessee for the payment to Mortgagee
of all rents due and to become due under its lease in accordance with this Mortgage, and Mortgagor for the benefit of Mortgagee
and each such lessee, hereby covenants and agrees that such lessee shall be under no duty to question the accuracy of Mortgagee’s
statement of Event of Default and shall unequivocally be authorized to pay said rents to Mortgagee without regard to the truth
of Mortgagee’s statement of Event of Default and notwithstanding notices from Mortgagor disputing the existence of an Event
of Default, with the result that the payment of rent by such lessee to Mortgagee pursuant to such demand shall constitute performance
in full of such lessee’s obligation under its lease for the payment of rents by such lessee to Mortgagor; and after deducting
the reasonable and documented out-of-pocket expenses of conducting the business thereof and of all maintenance, repairs, renewals,
replacements, alterations, additions, betterments and improvements and amounts necessary to pay for taxes, assessments, insurance
and other proper charges upon the Premises or any part thereof, as well as reasonable compensation for the service contractors
and employees by it engaged and employed, Mortgagee shall apply the moneys arising as aforesaid, but subject as aforesaid, to
the Obligations secured herein in such order as Mortgagee shall determine in its discretion, subject to and in accordance with
the Security Agreement. To the extent any expenses incurred by Mortgagee pursuant to the terms of this Section  ‎13
exceed the amounts so collected by Mortgagee, all such excess amounts shall bear interest at the default rate set forth in
Section 2.12(c) of the Credit Agreement (the “Default Rate”) from the date of incurrence until the date of
reimbursement and shall constitute Obligations secured hereby. Nothing in this Section ‎13 shall constitute a limitation
on the rights granted to Mortgagee under this Mortgage. For the purpose of carrying out the provisions of this Section ‎13,
Mortgagor hereby constitutes and appoints Mortgagee the true and lawful attorney-in-fact of Mortgagor, which appointment is irrevocable
and shall be deemed to be coupled with an interest, in Mortgagor’s name and stead, to do and perform, from time to time,
any and all actions necessary and incidental to such purpose and does by these presents ratify and confirm any and all actions
of said attorney-in-fact in and with respect to the Premises.


 






     


     


    

 


Exhibit N


Page 9


 



14.            
UCC. Upon the occurrence and during the continuance of any Event of Default, Mortgagee shall have the right
to take all actions permitted under the Uniform Commercial Code as enacted in the state where the Premises are located (the “UCC”).


 


15.            
All Legal and Equitable Remedies.31
Upon the occurrence and during the continuance of an Event of Default, Mortgagee shall have the right from time to time to enforce
any legal or equitable remedy against Mortgagor including specific performance of any of the provisions contained in any of the
Loan Documents and to sue for any sums whether interest, damages for failure to pay principal or any installment thereof, taxes,
installments of principal, or any other sums required to be paid under the terms of this Mortgage, as the same become due, without
regard to whether or not the principal sum secured or any other sums secured by this Mortgage and the other Loan Documents shall
be due and without prejudice to the right of Mortgagee thereafter to enforce any appropriate remedy against Mortgagor including
an action of foreclosure, or any other action available hereunder or pursuant to applicable law.


 


16.            
Foreclosure and Sale.


 


(a)         
Upon the occurrence and during the continuance of an Event of Default:


 


(i)           
Mortgagee shall have the right to proceed against all real and personal property constituting the Mortgaged Property or
any part thereof or interest therein by foreclosure, including, without limitation, non-judicial foreclosure (to the extent permitted
by and in accordance with applicable law), public or private sale, judicial foreclosure or otherwise as may be permitted by the
laws of the state where the Premises are located;


 


(ii)           
Mortgagor hereby waives any right it may have to require the marshaling of its assets; and


 


(iii)           
Mortgagee shall have the right to foreclose and/or sell the Premises in its entirety or any part thereof or interest therein
as Mortgagee in its sole and absolute discretion shall determine, in one or more sales in such order and priority as Mortgagee
may in its sole and absolute discretion deem necessary or advisable.


 


All sums
realized from any such foreclosure or sale, less all reasonable and documented out-of-pocket costs and expenses of such sale,
shall be applied as provided in Section ‎16(c) hereof. If, following
any such sale, any Obligations secured hereby, whether or not then due and payable, shall remain unpaid or unsatisfied in any
respect, the Loan Documents and all Obligations of Mortgagor thereunder shall continue in full force and effect until such
unpaid and unsatisfied Obligations are fully paid and satisfied as therein provided, or as provided in Section ‎37 hereof.


 





 






31 All remedial provisions
are subject to local counsel review and comment.


 






     


     


    

 


Exhibit N


Page 10


 



(b)           
Upon the completion of any sale or sales made or caused by Mortgagee pursuant to Section ‎16(a) hereof:


 


(i)           
Mortgagor or an officer of any court empowered to do so shall execute and deliver to the accepted purchaser or purchasers
a good and sufficient instrument, or good and sufficient instruments, conveying, assigning and transferring all estate, right,
title and interest in and to the property and rights sold;


 


(ii)           
Mortgagor hereby irrevocably appoints Mortgagee as Mortgagor’s true and lawful attorney in fact, coupled with an interest,
in Mortgagor’s name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Premises and
rights so sold;


 


(iii)           
Mortgagee may execute all necessary instruments of conveyance, assignment and transfer and may substitute one or more persons
with like power;


 


(iv)           
Mortgagor hereby ratifies and confirms all that Mortgagor’s said attorney or such substitutes(s) shall lawfully do
by virtue hereof;


 


(v)           
Mortgagor, if requested by Mortgagee, shall ratify and confirm any such sale or sales by executing and delivering to Mortgagee
or to such purchaser or purchasers all such instruments as may be necessary, for such purpose, and as may be designated in such
request;


 


(vi)           
Any such sale or sales made under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale,
shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Mortgagor
in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against Mortgagor and against
any and all persons claiming or who may claim the same, or any part thereof from, through or under Mortgagor.


 


(c)           
The purchase money, proceeds or avails of any such sale or sales made pursuant to Section ‎16(a) hereof,
together with any other sums which then may be held by Mortgagee under this Mortgage, shall be applied, in accordance with the
Security Agreement, Credit Agreement and the Intercreditor Agreement.


 


(d)            Upon
any sale or sales under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale,
Mortgagee may bid for and acquire, provided it is the highest responsive bidder, the Mortgaged Property or any part thereof
and in lieu of paying cash in whole or in part therefor may make settlement for the purchase price by crediting upon the
Obligations secured hereby the net sales price after deducting therefrom the reasonable and documented out-of-pocket expenses
of the sale and the costs of the action and any other sums which Mortgagee is authorized to deduct under this Mortgage.


 






     


     


    

 


Exhibit N


Page 11


 



(e)           
Upon the occurrence and during the continuance of an Event of Default, Mortgagee may from time to time, if permitted by
law, take action to recover any sums, whether interest, principal or any other sums, required to be paid under this Mortgage or
any other Loan Documents as the same become due, without prejudice to the right of Mortgagee thereafter to bring an action of foreclosure,
or any other action available upon an Event of Default. Mortgagee may also foreclose this Mortgage for any sums due under this
Mortgage or any other Loan Document and the lien of this Mortgage shall continue to secure the balance of the Obligations and the
interest hereon not then due, until released as provided in Section ‎37 hereof.


 


17.            
Rights Pertaining to Sales. Subject to the provisions or other requirements of law and except as otherwise
provided herein and in the other Loan Documents, the following provisions shall apply to any sale or sales of all or any portion
of the Mortgaged Property under or by virtue of Section  ‎16:


 


(a)         
Mortgagee may conduct any number of sales of the Mortgaged Property from time to time. The power of sale set forth in Section
 ‎16 above shall not be exhausted by any one or more such sales as to any part of the Mortgaged Property which
shall not have been sold, nor by any sale which is not completed or is defective in Mortgagee’s opinion, until the Obligations
shall have been paid in full, or as provided in Section ‎37 hereof.


 


(b)           
Any sale may be postponed or adjourned by public announcement at the time and place appointed for such sale or for such
postponed or adjourned sale without further notice. Without limiting the foregoing, in case Mortgagee shall have proceeded to enforce
any right or remedy under this Mortgage by receiver, entry or otherwise, and such proceedings have been discontinued or abandoned
for any such reason or shall have been determined adversely to Mortgagee, then in every such case Mortgagor and Mortgagee shall
be restored to their former positions and rights hereunder, and all rights, powers and remedies of Mortgagee shall continue as
if no such proceeding had been instituted.


 


(c)         
After each sale, Mortgagee or an officer of any court empowered to do so shall execute and deliver to the purchaser or purchasers
at such sale a good and sufficient instrument or instruments granting, conveying, assigning and transferring all right, title and
interest of Mortgagor in and to the property and rights sold and shall receive the proceeds of said sale or sales and apply the
same as provided in Section ‎16(c). Mortgagee is hereby appointed the true and lawful attorney-in-fact of Mortgagor,
which appointment is irrevocable and shall be deemed to be coupled with an interest, in Mortgagor’s name and stead, to make
all necessary conveyances, assignments, transfers and deliveries of the property and rights so sold, and for that purpose Mortgagee
may execute all necessary instruments of conveyance, assignment, transfer and delivery, and may substitute one or more persons
with like power, Mortgagor hereby ratifying and confirming all that said attorney or such substitute or substitutes shall lawfully
do by virtue thereof. Nevertheless, Mortgagor, if requested by Mortgagee, shall ratify and confirm any such sale or sales by executing
and delivering to Mortgagee or such purchaser or purchasers all such instruments as may be advisable, in Mortgagee’s reasonable
judgment, for the purposes as may be designated in such request.


 






     


     


    

 


Exhibit N


Page 12


 



(d)           
The receipt by Mortgagee of the purchase money paid at any such sale, or the receipt of any other person authorized to receive
the same, shall be sufficient discharge therefor to any purchaser of any property or rights sold as aforesaid, and no such purchaser,
or its representatives, grantees or assigns, after paying such purchase price and receiving such receipt, shall be bound to see
to the application of such purchase price or any part thereof upon or for any trust or purpose of this Mortgage or, in any manner
whatsoever, be answerable for any loss, misapplication or nonapplication of any such purchase money, or part thereof, or be bound
to inquire as to the authorization, necessity, expediency or regularity of any such sale.


 


(e)           
Any such sale or sales shall operate to divest all of the estate, right, title, interest, claim and demand whatsoever, whether
at law or in equity, of Mortgagor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in
equity against Mortgagor and any and all persons claiming or who may claim the same, or any part thereof or any interest therein,
by, through or under Mortgagor to the fullest extent permitted by applicable law.


 


(f)         
Upon any such sale or sales, Mortgagee may bid for and acquire, provided it is the highest responsive bidder, the Mortgaged
Property and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting against the Obligations
the amount of the bid made therefor, after deducting therefrom the reasonable and documented out-of-pocket expenses of the sale,
the cost of any enforcement proceeding hereunder, and any other sums which Mortgagee is authorized to deduct under the terms hereof,
to the extent necessary to satisfy such bid.


 


(g)           
In the event that Mortgagor, or any person claiming by, through or under Mortgagor, shall transfer or refuse or fail to
surrender possession of the Mortgaged Property after any sale thereof, then Mortgagor, or such person, shall be deemed a tenant
at sufferance of the purchaser at such sale, subject to eviction· by means of forcible entry and unlawful detainer proceedings,
or subject to any other right or remedy available hereunder or under applicable law.


 


(h)           
Upon the foreclosure of this Mortgage, any Leases then existing shall not be destroyed or terminated as a result of such
foreclosure unless Mortgagee or any purchaser at a foreclosure sale shall so elect by notice to the lessee in question.


 


18.            
Expenses. In any proceeding, judicial or otherwise (to the extent permitted by applicable law), to foreclose
this Mortgage or enforce any other remedy of Mortgagee under the Loan Documents, there shall be allowed and included as an addition
to and a part of the Obligations in the decree for sale or other judgment or decree all reasonable and documented out-of-pocket
expenditures and expenses which may be paid or incurred in connection with the exercise by Mortgagee of any of its rights and remedies
provided herein or any comparable provision of any other Loan Document, together with interest thereon at the Default Rate from
the date such expense is incurred, and the same shall be part of the Obligations and shall be secured by this Mortgage.


 


19.            
Additional Provisions as to Remedies.


 


(a)            Without
affecting the lien or charge of this Mortgage upon any portion of the Mortgaged Property not then or theretofore released as
security for the full amount of the Obligations, Mortgagee may, from time to time and without notice, agree to
(i) release any person liable for the Obligations, (ii) extend the maturity or alter any of the terms of the Loans or
any guaranty thereof, (iii) grant other indulgences, (iv) release or reconvey, or cause to be released or reconveyed at any
time at Mortgagee’s option any parcel, portion or all of the Mortgaged Property, (v) take or release any other or
additional security for any obligation herein mentioned, or (vi) make compositions or other arrangements with debtors in
relation thereto.


 






     


     


    

 


Exhibit N


Page 13


 



(b)           
Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any manner affect Mortgagee’s right
to realize upon or enforce any other security now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be entitled
to enforce this Mortgage and any other security now or hereafter held by Mortgagee in such order and manner as Mortgagee may determine
in its absolute discretion.


 


(c)           
No remedy herein conferred upon or reserved to Mortgagee is intended to be exclusive of any other remedy herein or by law
provided or permitted, but each shall be separate, distinct and cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute. Every power or remedy given by any of the Loan Documents
to Mortgagee or to which it may otherwise be entitled, may be exercised, concurrently or independently, from time to time and as
often as may be deemed expedient by Mortgagee, and no act of Mortgagee shall be construed as an election to proceed under any one
provision herein to the exclusion of any other provision.


 


(d)           
No action by Mortgagee in the enforcement of any rights or remedies under this Mortgage or any other Loan Document or otherwise
at law or equity shall be deemed to cure any Event of Default.


 


(e)           
If Mortgagee shall have proceeded to invoke any right or remedy permitted under the Loan Documents, Mortgagee shall have
the unqualified right thereafter to elect to discontinue or abandon such right or remedy for any reason, and in such event Mortgagor
and Mortgagee shall be restored to their former positions with respect to the Obligations, the Loan Documents, the Mortgaged Property,
and otherwise, and the rights and remedies of Mortgage shall continue as if the right or remedy had not been invoked, but no such
discontinuance or abandonment shall waive any Event of Default that may then exist or the right of Mortgagee thereafter to exercise
any right or remedy under the Loan Documents for such Event of Default.


 


20.             Mortgagor’s
Waiver of Rights. To the fullest extent permitted by law, Mortgagor waives the benefit of all laws now existing or
that may subsequently be enacted providing for (i) any appraisement
before sale of the Mortgaged Property, (ii) any extension of the time for the
enforcement of the collection of the Obligations or the creation or extension of a period of redemption from any sale made in
collecting such debt, (iii) exemption of the Mortgaged Property from
attachment, levy or sale under execution or exemption from civil process, and (iv) any
right to a marshalling of assets. To the full extent Mortgagor may do so, Mortgagor agrees that Mortgagor shall not at any
time insist upon, plead, claim or take the benefit or advantage of any law now or hereafter in force providing for any
appraisement, valuation, stay, exemption, extension or redemption, or requiring foreclosure of this Mortgage before
exercising any other remedy granted hereunder and Mortgagor, for Mortgagor and its successors and assigns, and for any and
all persons ever claiming any interest in the Mortgaged Property, to the extent permitted by law, hereby waives and releases
all rights of redemption, valuation, appraisement, stay of execution, notice of election to mature or declare due the whole
of the secured Obligations and marshalling in the event of foreclosure of the liens hereby created. To the fullest extent of
the law, Mortgagor hereby waives any defense to the recovery by Mortgagee against Mortgagor or the Mortgaged Property of any
deficiency after a foreclosure sale (whether judicial or, to the extent permitted by applicable law, non-judicial).


 






     


     


    

 


Exhibit N


Page 14


 



21.            
Cross-Collateralization. Subject to the terms of the Intercreditor Agreement, Mortgagor acknowledges that
the Obligations are secured by other collateral as more specifically set forth in the Credit Agreement and the other Loan Documents.
Upon the occurrence and during the continuance of an Event of Default, Mortgagee shall have the right to institute a proceeding
or proceedings or take such action with regard to such other collateral under any applicable provision of law, for all of the Obligations
or any portion of the Obligations. Neither the acceptance of this Mortgage or the other Loan Documents shall prejudice Mortgagee’s
enforcement rights relative to such other collateral.


 


22.            
Security Agreement Under Uniform Commercial Code.


 


(a)           
It is the intention of the parties hereto that this Mortgage shall constitute a “security agreement” within
the meaning of the UCC. The Mortgaged Property includes both real and personal property and all other rights and interests, whether
tangible or intangible in nature, of Mortgagor in the Mortgaged Property. By executing and delivering this Mortgage, Mortgagor
has granted and hereby grants to Mortgagee, as security for the Obligations, a security interest in all of Mortgagor’s right,
title and interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the UCC (the portion
of the Mortgaged Property so subject to the UCC being referred to in this paragraph as the “Personal Property”).
If an Event of Default shall occur and be continuing, Mortgagee shall have any and all rights and remedies granted to a secured
party upon default under the UCC, including the right to take possession of the Personal Property or any part thereof and to take
such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Personal Property. Upon reasonable
request or demand of Mortgagee, Mortgagor shall at its expense assemble the Personal Property and make it available to Mortgagee
at a convenient place acceptable to Mortgagee. Any notice of sale, disposition or other intended action of Mortgagee with respect
to the Personal Property sent to Mortgagor in accordance with the provisions hereof at least ten (10) days prior to such action
shall constitute commercially reasonable notice to Mortgagor. In the event of any conflict between the terms of this Section
 ‎22 and terms of Article V of the Credit Agreement, the terms of Article V of the Credit Agreement shall control.


 


(b)           
Pursuant to applicable law, Mortgagor authorizes Mortgagee to file or record financing statements, continuation statements,
and other filing or recording documents or instruments with respect to the Personal Property or fixtures without the signature
of Mortgagor in such form and in such offices as the Mortgagee reasonably determines appropriate to perfect the security interests
of Mortgagee under this Mortgage it being understood that Mortgagee shall have no obligation to file or record such documents.
Mortgagor hereby ratifies and authorizes the filing by Mortgagee of any financing statement with respect to such Mortgaged Property
made prior to the Effective Date.


 






     


     


    

 


Exhibit N


Page 15


 



(c)           
In the event that any of the Mortgaged Property hereunder is also subject to a valid and enforceable Lien under the terms
of the Security Agreement and the terms thereof are inconsistent with the terms of this Mortgage, then with respect to such Mortgaged
Property, the terms of this Mortgage shall control in the case of Fixtures, and the terms of the Security Agreement shall control
in the case of all other Collateral (as defined in the Security Agreement).


 


23.            
Fixture Filing. To the extent permitted by law, a portion of the Mortgaged Property is or is to become fixtures
upon the Real Estate. The filing of this Mortgage in the real estate records of the county in which the Mortgaged Property is located
shall also operate from the time of filing a financing statement filed as a “fixture filing” within the meaning of
Article 9 (or such equivalent section) of the UCC with respect to all portions of the Mortgaged Property that are or are to become
fixtures related to the Real Estate. For such purpose, Mortgagor is the record owner of the Real Estate, Mortgagee is the secured
party and Mortgagor is the debtor, their respective addresses are set forth in the preamble to this Mortgage, and Mortgagor’s
organizational identification number is [________].


 


24.            
Assignment of Leases and Rents.


 


(a)           
In furtherance of and in addition to the assignment made by Mortgagor in the granting clauses of this Mortgage, Mortgagor
hereby irrevocably and absolutely grants, transfers and assigns all of its right, title and interest as landlord in the Leases
and Rents to Mortgagee. The foregoing grant, transfer and assignment is a present and absolute assignment and not merely the passing
of a security interest. Such assignment shall continue in effect until the Obligations are paid in full, or as provided in Section
37 hereof. Upon the occurrence and during the continuance of an Event of Default, Mortgagor also grants to Mortgagee the right
to enter the Mortgaged Property for the purpose of collecting the same and to let the Mortgaged Property or any part thereof, and
to apply the Rents on account of the Obligations. So long as no Event of Default shall have occurred and be continuing, Mortgagor
shall have a license from Mortgagee to exercise all rights granted to the landlord under the Leases, including the right to receive
and collect all Rents. During the continuance of an Event of Default, the license hereby granted to Mortgagor shall be temporarily
suspended, and Mortgagor shall promptly pay over to Mortgagee, or to any receiver appointed to collect the Rents, any lease security
deposits and rent prepayments.


 


(b)           
Mortgagor hereby further grants to Mortgagee the right to notify the lessee under any Lease of the assignment thereof and,
after the occurrence and during the continuance of an Event of Default, (i) to demand that such lessee pay all amounts due under
such Lease directly to Mortgagee, (ii) to enter upon and take possession of the Mortgaged Property for the purpose of collecting
the Rents, (iii) to dispossess by the usual summary proceedings any lessee defaulting in the payment thereof, (iv) to
let the Mortgaged Property, or any part thereof, and (v) to apply the Rents, after payment of all necessary charges and reasonable
and documented out-of-pocket expenses, on account of the Obligations. Mortgagor hereby irrevocably authorizes and directs each
lessee under any Lease to rely upon any such notice. Nothing contained in this Section  ‎24 shall be
construed to bind Mortgagee to the performance of any of the covenants, conditions or provisions contained in any Lease or otherwise
to impose any obligation on Mortgagee thereunder, except that Mortgagee shall be accountable for any Rents actually received pursuant
to such assignment. Mortgagor shall not modify, amend, terminate or consent to the cancellation, surrender or assignment of any
Lease if any modification, amendment, termination or assignment would have a Material Adverse Effect (it being understood that
the preceding portions of this sentence shall not apply to the expiration or early termination of any Lease by its terms). Mortgagor
shall not accept prepayments of installments of Rent to become due for a period of more than one month in advance (except for
security deposits and estimated payments of percentage rent, if any). The collection of Rents by Mortgagee shall in no way waive
the right of Mortgagee to foreclose this Mortgage in the event of any Event of Default. Mortgagor shall furnish to Mortgagee promptly
after a written request by Mortgagee to do so, a written statement containing the names of all lessees, sublessees and concessionaires
of the Mortgaged Property, the terms of any Lease, the space occupied, the rentals or license fees payable thereunder, whether
each such lessee is in default under its Lease and if so, the nature thereof.


 






     


     


    

 


Exhibit N


Page 16


 



(c)         
Mortgagor acknowledges that it has taken all actions necessary for the Mortgagee to obtain, and that upon recordation of
this Mortgage Mortgagee shall have, to the extent permitted under applicable law, a valid and fully perfected, first priority,
present assignment of the Rents, subject to Liens not prohibited by Section 6.2 of the Credit Agreement.


 


25.            
Changes in Method of Taxation. In the event of the passage after the Effective Date of any law of any governmental
authority deducting from the value of the Premises for the purposes of taxation, or changing in any way the laws for the taxation
of mortgages or debts secured thereby for federal, state or local purposes, or the manner of collection of any such taxes, and
imposing a tax, either directly or indirectly, on mortgages or debts secured thereby, Mortgagor shall, to the fullest extent permitted
by applicable law, assume as an Obligation hereunder the payment of any tax so imposed until full payment of the Obligations, subject,
however, to Mortgagor’s right to contest the amount or validity thereof pursuant to applicable law. In the event that Mortgagor
exercises such right to consent, Mortgagor shall either (i) pay all such disputed
amounts to the applicable governmental authority in full prior to instituting such contest or (ii)
deposit such amount in dispute with Mortgagee until the final resolution of such contest. Mortgagor shall not claim, demand or
be entitled to receive any credit or credits toward the satisfaction of this Mortgage or on any interest payable thereon for any
taxes assessed against the Mortgaged Property or any part thereof, and shall not claim any deduction from the taxable value of
the Mortgaged Property by reason of this Mortgage.


 


26.            
Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be
in writing and given as provided in Section 9.1 of the Credit Agreement. All communications and notices hereunder to Mortgagor
shall be given to it in care of Holdings as provided in Section 9.1 of the Credit Agreement.


 


27.            
Waivers; Amendment.


 


(a)            No
failure or delay by Mortgagee, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other
Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof
or the exercise of any other right or power. The rights and remedies of Mortgagee, the Issuing Bank and the Lenders hereunder
and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise
have. No waiver of any provision of this Mortgage or consent to any departure by Mortgagor therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section ‎27, and then such waiver
or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the
generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether Mortgagee, any Lender or any Issuing Bank may have had notice or knowledge of such Default at
the time. No notice or demand on any Guarantor in any case shall entitle any Guarantor to any other or further notice or
demand in similar or other circumstances.


 






     


     


    

 


Exhibit N


Page 17


 



(b)           
Neither this Mortgage nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements
in writing entered into by the parties with respect to which such waiver, amendment or modification is to apply, subject to any
consent required in accordance with Section 9.2 of the Credit Agreement.


 


28.            
Partial Invalidity. Any provision of this Mortgage held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting
the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other jurisdiction.


 


29.            
No Third Party Beneficiary; Covenants Run with the Land; Successors and Assigns. All covenants of Mortgagor
contained in this Mortgage are imposed solely and exclusively for the benefit of Mortgagee and Lenders and their respective successors
and assigns, and no other person or entity shall have standing to require compliance with such covenants or be deemed, under any
circumstances, to be a beneficiary of such covenants, any or all of which may be freely waived in whole or in part by Mortgagee
at any time if in its sole discretion it deems such waiver advisable. Until the Obligations have been paid in full, or as provided
in Section 37 hereof, all such covenants of Mortgagor shall run with the land and bind Mortgagor, the successors and assigns
of Mortgagor (and each of them) and all subsequent owners, encumbrances and tenants of the Mortgaged Property, and shall inure
to the benefit of Mortgagee and Lenders and their respective successors and assigns.


 


30.            
Survival of Agreement. All covenants, agreements, representations and warranties made by Mortgagor in this
Mortgage and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Mortgage shall
be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the
making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Lender or on its behalf,
and shall continue in full force and effect until the termination of this Mortgage in accordance with Section  ‎37.


 


31.            
Relationship of Mortgagee and Mortgagor. The relationship between Mortgagor and Mortgagee created hereunder
is that of creditor/debtor. Mortgagee does not owe any fiduciary duty or special obligation to Mortgagor or any of Mortgagor’s
officers, partners, agents, or representatives. Nothing herein is intended to create a joint venture, partnership, tenancy-in-common
or joint tenancy relationship between Mortgagor and Mortgagee.


 


32.             Intercreditor
Agreement. Notwithstanding anything herein to the contrary, (a) the priority of the liens and security interests
granted to Mortgagee pursuant to this Mortgage are expressly subject to the First Lien/First Lien Intercreditor Agreement,
dated as of November 21, 2016 (the “Intercreditor Agreement”) among Morgan Stanley Senior Funding, Inc.,
as the Credit Facility Agent, the 2021 Notes Collateral Agent (as defined therein), the 2026 Notes Collateral Agent
(as defined therein), and each additional Authorized Representative from time to time party thereto, as modified by that
certain [Joinder Agreement], dated as of [____], 2019 by Mortgagee and (b) the exercise of any right or remedy by Mortgagee
hereunder is subject to the limitations and provisions of the Intercreditor Agreement. Notwithstanding anything herein to the
contrary, in the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Mortgage
regarding the priority of the liens and the security interests granted to Mortgagee or exercise of any rights or remedies by
Mortgagee, the terms of the Intercreditor Agreement shall govern. In the event of any conflict between the terms of the
Intercreditor Agreement and the terms of the Credit Agreement regarding the priority of the liens and the security interests
granted to Mortgagee or exercise of any rights or remedies by Mortgagee, the terms of the Intercreditor Agreement shall
govern.


 






     


     


    

 


Exhibit N


Page 18


 



33.            
GOVERNING LAW. THIS MORTGAGE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION;
PROVIDED, HOWEVER, THAT THE LAWS OF THE STATE WHERE THE REAL ESTATE IS LOCATED, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT
WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION, SHALL GOVERN THE CREATION, PERFECTION, PRIORITY, VALIDITY AND
ENFORCEMENT OF THE MORTGAGE LIEN AND SECURITY INTEREST PROVIDED FOR HEREIN. NEW YORK LIEN LAW AND SECTIONS 1301 AND 1371 OF THE
NEW YORK REAL PROPERTY ACTIONS AND PROCEEDINGS LAW SHALL NOT APPLY TO THIS MORTGAGE IN ANY WAY WHATSOEVER.


 


34.            
Sole Discretion of Mortgagee. Whenever Mortgagee’s judgment, consent, action or approval is required
hereunder for any matter, or Mortgagee shall have an option or election hereunder, such judgment, the decision whether or not to
consent to or approve the same or the exercise of such option or election shall be in the sole discretion of Mortgagee acting solely
at the written direction of the Lenders, except as otherwise expressly provided herein. It is understood that all rights granted
herein shall not be interpreted or construed to create any additional obligation on the Mortgagee.


 


35.            
Construction of Provisions. The following rules of construction shall be applicable for all purposes of this
Mortgage and all documents or instruments supplemental hereto, unless the context otherwise requires:


 


(a)           
All references herein to numbered Articles or Sections or to lettered Schedules or Exhibits are references to the Articles
and Sections hereof and the Schedules and Exhibits annexed to this Mortgage, unless expressly otherwise designated in context.
All Article, Section, Schedule and Exhibit captions herein are used for reference only and in no way limit or describe the scope
or intent of, or in any way affect, this Mortgage.


 






     


     


    

 


Exhibit N


Page 19


 



(b)           
The terms “include”, “including” and similar terms shall be construed as if followed by the phrase
“without being limited to”.


 


(c)           
The terms “Land”, “Improvements”, “Equipment”, “Mortgaged Property,” “Real
Estate,” and “Premises” shall be construed as if followed by the phrase “or any part thereof”.


 


(d)           
The word “Mortgagor” shall be construed as if it read “Mortgagors” whenever the sense of this Mortgage
so requires and if there shall be more than one Mortgagor, the obligations of the Mortgagors shall be joint and several.


 


(e)           
The term “Obligations” shall be construed as if followed by the phrase “or any other sums secured hereby,
or any part thereof”.


 


(f)           
References herein to the “Credit Agreement,” and the “Loan Documents” shall mean the Credit Agreement
and the Loan Documents, respectively, as in effect on the Effective Date hereof, and as the same may be amended, supplemented,
restated, substituted, replaced or otherwise modified from time to time from and after such date, including any of the foregoing
and/or any Refinances (as defined in the Intercreditor Agreement) that increases the principal amount or interest rate of the Obligations
secured hereby.


 


(g)           
Words of masculine, feminine or neuter gender shall mean and include the correlative words of the other genders, and words
importing the singular number shall mean and include the plural number, and vice versa.


 


(h)           
The term “person” means any natural person, corporation, limited liability company, trust, joint venture, association,
company, partnership, Governmental Authority or other entity, whether or not a legal entity.


 


(i)           
All obligations of Mortgagor hereunder shall be performed and satisfied by or on behalf of Mortgagor at Mortgagor’s
sole cost and expense.


 


(j)           
No inference in favor of or against any party shall be drawn from the fact that such party has drafted any portion hereof.


 


36.            
Receipt of Copy. Mortgagor acknowledges that it has received a true and correct copy of this Mortgage.


 


37.            
Release.


 


(a)           
This Mortgage, the lien and all other security interests granted hereby shall automatically terminate with respect to all
Obligations (i) upon the occurrence of the Collateral and Guarantee Release Date, and (ii) upon termination of the Commitments
and payment in full of all Obligations (other than Secured Swap Obligations, Secured Cash Management Obligations, Secured Bilateral
LC Obligations, indemnities and contingent obligations with respect to which no claim for reimbursement has been made, and other
than Letters of Credit that have been cash collateralized pursuant to arrangements mutually agreed between the applicable Issuing
Bank and the Lead Borrower or with respect to which other arrangements have been made that are satisfactory to the applicable Issuing
Bank).


 






     


     


    

 


Exhibit N


Page 20


 



(b)           
Mortgagor shall automatically be released or subordinated from its obligations hereunder in accordance with, and to the
extent provided by, Section 9.17 of the Credit Agreement.


 


(c)           
The lien and security interest granted hereunder by Mortgagor in any Mortgaged Property shall be automatically released
(i) at the time the property subject to such security interest is transferred or to be transferred as part of or in connection
with any transfer not prohibited by the Credit Agreement (and Mortgagee may rely conclusively on a certificate to that effect provided
to it by Mortgagor upon its reasonable request without further inquiry) to any person other than a Grantor (as defined in the Security
Agreement); (ii) subject to Section 9.2 of the Credit Agreement, if the release of such security interest is approved, authorized
or ratified in writing by the Required Lenders; and (iii) upon release of Mortgagor from its obligations hereunder pursuant to
Section ‎37(b) above.


 


(d)           
In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section ‎37,
Mortgagee shall execute and deliver to Mortgagor, at Mortgagor’s expense, all documents and take all such further actions
that Mortgagor shall reasonably request to evidence such termination or release, in each case in accordance with the terms of Article
VIII and Section 9.17 of the Credit Agreement. Any execution and delivery of documents pursuant to this ‎Section ‎37
shall be without recourse to or warranty by Mortgagee.


 


38.            
General Authority of Mortgagee. By acceptance of the benefits of this Mortgage, each Secured Party (whether
or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of Mortgagee as its agent hereunder, (b)
to confirm that Mortgagee shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any
provisions of this Mortgage against Mortgagor, the exercise of remedies hereunder and the giving or withholding of any consent
or approval hereunder relating to any Mortgaged Property or Mortgagor’s obligations with respect thereto, (c) to agree that
it shall not take any action to enforce any provisions of this Mortgage against Mortgagor, to exercise any remedy hereunder or
to give any consents or approvals hereunder except as expressly provided in this Mortgage and (d) to agree to be bound by the terms
of this Mortgage.


 


39.            
Conflicts With Credit Agreement. Notwithstanding anything in this Mortgage to the contrary, but subject to
Section  ‎32, in the event of any conflict or inconsistency between the terms and provisions of this Mortgage
(including the terms and conditions set forth in Exhibit B) and the terms and provisions of the Credit Agreement, the terms
and provisions of the Credit Agreement shall govern.


 


40.            
State-Specific Provisions. The terms and conditions set forth in Exhibit B attached hereto are made
a part hereof and are incorporated into this Mortgage by reference. In the event of any conflict or inconsistency between the terms
and conditions of Exhibit B and the other provisions of this Mortgage, the terms and conditions of Exhibit B shall
govern.


 


41.            
Time of the Essence. With regard to all dates and time periods set forth in this Mortgage, time is of the
essence.


 






     


     


    

 


Exhibit N


Page 21


 



42.            
WAIVER OF JURY TRIAL. MORTGAGOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS MORTGAGE AND/OR
TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS MORTGAGE OR ANY APPLICABLE LOAN DOCUMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


[Signature Page Follows]


 






     


     


    

 


Exhibit N


Page 22


 


This Mortgage has been duly
executed by Mortgagor on the date of the acknowledgement below, intending it to be effective as of the Effective Date.


 


	 	MORTGAGOR:
	 	 
	 	[__________], a [__________]
	 	 
		By:	 
	 	 	Name:
	 	 	Title:


 


	 	Acknowledgement32
	 	 
	State of	)
	 	ss.:
	couNty of	)


 


On the ___ day of ________ in
the year 201__, before me, the undersigned notary public, personally appeared _________________as the ___________ of [__________],
a [__________], personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that he/she executed the same as his/her free act and deed, and the
free act and deed of said corporation.


 


 


Notary Public Expires _________________


 





 



 


32 Subject to local counsel review and comment.


 






     


     


    

 


Exhibit N


Page 23


 


EXHIBIT A


 


LEGAL DESCRIPTION


 


Property Address: 


[_________]


[_________]


[_________]


[_________]


 


Tax Parcel ID Nos: 


[_________]


[_________]


[_________]


[_________]


 






     


     


    

 


Exhibit N


Page 24


 


EXHIBIT B


 


State-Specific Provisions33


 





 






33 Local counsel to provide local law provisions.