Exhibit 4.6


EXECUTION VERSION


CREDIT AND GUARANTY AGREEMENT


among


GRIFOLS WORLDWIDE OPERATIONS LIMITED, as
Foreign Borrower,


GRIFOLS WORLDWIDE OPERATIONS USA, INC. as
U.S. Borrower,


GRIFOLS, S.A.


as Spanish Borrower and Parent


GRIFOLS, S.A. AND CERTAIN SUBSIDIARIES OF
GRIFOLS, S.A., as Guarantors,


VARIOUS LENDERS,


BANK OF AMERICA, N.A.,


as Administrative Agent and Collateral Agent,


BANK OF AMERICA MERRILL LYNCH INTERNATIONAL
LIMITED DESIGNATED ACTIVITY COMPANY, BANK OF AMERICA, N.A., BNP PARIBAS S.A., SUCURSAL EN ESPAÑA, HSBC FRANCE, BANCO BILBAO
VIZCAYA ARGENTARIA S.A. AND J.P. MORGAN SECURITIES PLC as Joint Lead Arrangers and Joint Bookrunners,


INDUSTRIAL AND COMMERCIAL BANK OF CHINA
(EUROPE) S.A., SUCURSAL EN ESPAÑA, DNB BANK ASA, SWEDEN BRANCH, BANKIA, S.A., COMMERZBANK AKTIENGESELLSCHAFT, FILIALE LUXEMBURG,
BANCA IMI S.P.A., LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, CAIXABANK, S.A., BANCO DE SABADELL, S.A. AND BANCO SANTANDER,
S.A. as Co-Managers


and


Bank of America, N.A., as Syndication Agent





 






Senior Secured Credit Facilities


 

 



Dated as of November 15, 2019




    

     

    


TABLE OF CONTENTS


	 	 	 
	 	 	Page
	ARTICLE I. DEFINITIONS AND INTERPRETATION	2
	Section 1.01	Definitions	2
	Section 1.02	Accounting Terms	62
	Section 1.03	Interpretation, Etc.	62
	Section 1.04	Exchange Rates; Currency Equivalents	63
	Section 1.05	Other Foreign Currencies	64
	Section 1.06	Interest Rates	64
	Section 1.07	Limited Condition Acquisition.	65
	ARTICLE II. LOANS	66
	Section 2.01	Term Loans	66
	Section 2.02	Revolving Loans	67
	Section 2.03	[Reserved]	68
	Section 2.04	[Reserved]	68
	Section 2.05	Pro Rata Shares; Availability of Funds	68
	Section 2.06	Use of Proceeds	69
	Section 2.07	Evidence of Debt; Register; Notes	69
	Section 2.08	Interest on Loans	70
	Section 2.09	Conversion/Continuation	71
	Section 2.10	Default Interest	72
	Section 2.11	Fees	73
	Section 2.12	Scheduled Payments/Commitment Reductions	73
	Section 2.13	Voluntary Prepayments/Commitment Reductions	74
	Section 2.14	Mandatory Prepayments/Commitment Reductions	77
	Section 2.15	Application of Prepayments; Application of Proceeds of Collateral	79
	Section 2.16	Payments Generally; Administrative Agent’s Clawback	81
	Section 2.17	Ratable Sharing	83
	Section 2.18	Making or Maintaining Eurocurrency Rate Loans	84
	Section 2.19	Increased Costs; Capital Adequacy	85
	Section 2.20	Taxes; Withholding, Etc.	86
	Section 2.21	Obligation to Mitigate	91
	Section 2.22	Defaulting Lenders	92
	Section 2.23	Removal or Replacement of a Lender	93
	Section 2.24	Ancillary Facilities. Type of Facility	94
	Section 2.25	Incremental Facilities	97
	Section 2.26	Refinancing Amendment	100
	Section 2.27	Extensions of Loans and Commitments	101
	Section 2.28	Appointment of Borrower Representative	103
	Section 2.29	Inability to Determine Rates	104
	ARTICLE III. CONDITIONS PRECEDENT	106
	Section 3.01	Closing Date	106
	 	 	 




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	Section 3.02	Conditions to Each Credit Extension	110
	ARTICLE IV. REPRESENTATIONS AND WARRANTIES	111
	Section 4.01	Organization; Structure Chart; Requisite Power and Authority; Qualification	111
	Section 4.02	Equity Interests and Ownership	111
	Section 4.03	Due Authorization	111
	Section 4.04	No Conflict	111
	Section 4.05	Governmental Consents	112
	Section 4.06	Binding Obligation	112
	Section 4.07	Historical Financial Statements	112
	Section 4.08	Projections	112
	Section 4.09	No Material Adverse Change	112
	Section 4.10	Adverse Proceedings, Etc. 	112
	Section 4.11	Payment of Taxes	113
	Section 4.12	Properties	113
	Section 4.13	Environmental Matters 	113
	Section 4.14	Health Care Regulatory Matters	114
	Section 4.15	No Defaults	116
	Section 4.16	Governmental Regulation	116
	Section 4.17	Margin Stock	117
	Section 4.18	Employee Benefit Plans	117
	Section 4.19	Solvency	117
	Section 4.20	Compliance with Statutes, Etc.	118
	Section 4.21	Disclosure	118
	Section 4.22	Anti-Corruption Laws; Anti-Money Laundering Laws; Sanctions	118
	Section 4.23	Intellectual Property	119
	Section 4.24	Ranking; Security	120
	Section 4.25	Centre of Main Interests and Establishments	120
	Section 4.26	Enforcement and Relevant Jurisdiction	121
	Section 4.27	EEA Financial Institutions	121
	Section 4.28	Beneficial Ownership Certificate	121
	ARTICLE V. AFFIRMATIVE COVENANTS	121
	Section 5.01	Financial Statements and Other Reports	121
	Section 5.02	Existence	125
	Section 5.03	Payment of Taxes and Claims	125
	Section 5.04	Maintenance of Properties	125
	Section 5.05	Insurance	125
	Section 5.06	Books and Records; Inspections	126
	Section 5.07	Compliance with Material Contractual Obligations and Laws	126
	Section 5.08	Environmental	127
	Section 5.09	Health Care Regulatory Matters	128
	Section 5.10	Maintenance of Ratings	128
	Section 5.11	Intellectual Property	128
	Section 5.12	Subsidiaries	129
	Section 5.13	Additional Material Real Estate Assets	130




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	Section 5.14	Additional Collateral	132
	Section 5.15	Further Assurances	132
	Section 5.16	Guarantor Coverage Test	132
	Section 5.17	“Know Your Customer” Checks	133
	Section 5.18	ERISA	133
	Section 5.19	Designation of Restricted and Unrestricted Subsidiaries 	133
	Section 5.20	Post-Closing Matters	134
	Section 5.21	Anti-Money Laundering Laws; Anti-Corruption Laws; Sanctions	134
	Section 5.22	MIRE Events	134
	ARTICLE VI. NEGATIVE COVENANTS	134
	Section 6.01	Indebtedness	135
	Section 6.02	Liens	139
	Section 6.03	No Further Negative Pledges	141
	Section 6.04	Restricted Payments	142
	Section 6.05	Restrictions on Subsidiary Distributions	143
	Section 6.06	Investments	144
	Section 6.07	Financial Covenant	146
	Section 6.08	Fundamental Changes; Disposition of Assets; Acquisitions	146
	Section 6.09	Transactions with Shareholders and Affiliates	147
	Section 6.10	Conduct of Business	148
	Section 6.11	Amendments or Waivers of Organizational Documents and Certain Other Documents	148
	Section 6.12	Fiscal Year	148
	Section 6.13	Centre of Main Interests and Establishments	148
	Section 6.14	Financial Assistance	148
	Section 6.15	Anti-Corruption Laws; Sanctions	148
	ARTICLE VII. GUARANTY	149
	Section 7.01	Guaranty of the Obligations	149
	Section 7.02	Contribution by Guarantors	149
	Section 7.03	Payment by Guarantors	150
	Section 7.04	Liability of Guarantors Absolute	150
	Section 7.05	Waivers by Guarantors	152
	Section 7.06	Guarantors’ Rights of Subrogation, Contribution, Etc.	153
	Section 7.07	Subordination of Other Obligations	154
	Section 7.08	Continuing Guaranty	154
	Section 7.09	Authority of Guarantors or the Borrowers	154
	Section 7.10	Financial Condition of the Borrowers	154
	Section 7.11	Bankruptcy, Etc. 	154
	Section 7.12	Discharge of Guaranty Upon Release or Sale of Guarantor	155
	Section 7.13	Spanish Guarantor Limitations	156
	Section 7.14	Irish Guarantor Limitations	156
	Section 7.15	Keepwell	156
	ARTICLE VIII. EVENTS OF DEFAULT	156
	Section 8.01	Events of Default	156
	 	 	 




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	ARTICLE IX. AGENTS	160
	Section 9.01	Appointment of Agents	160
	Section 9.02	Powers and Duties	161
	Section 9.03	General Immunity	161
	Section 9.04	Agents Entitled to Act as Lender	164
	Section 9.05	Lenders’ Representations, Warranties and Acknowledgment	164
	Section 9.06	Right to Indemnity	164
	Section 9.07	Successor Administrative Agent and Collateral Agent	165
	Section 9.08	Security Documents and Guaranty	166
	Section 9.09	Withholding Taxes	169
	Section 9.10	Administrative Agent May File Proofs of Claim	169
	Section 9.11	Administrative Agent’s “Know Your Customer” Requirements	169
	Section 9.12	Spanish Collateral Agent	169
	Section 9.13	Intercreditor Agreement	170
	Section 9.14	Administrative Agent May Credit Bid	170
	Section 9.15	Non-Reliance on the Agents, the Arrangers and the Other Lenders	171
	Section 9.16	Reliance by Administrative Agent	172
	ARTICLE X. MISCELLANEOUS	172
	Section 10.01	Notices	172
	Section 10.02	Expenses	174
	Section 10.03	Indemnity	175
	Section 10.04	Set-Off	176
	Section 10.05	Amendments and Waivers	176
	Section 10.06	Successors and Assigns; Participations	180
	Section 10.07	Independence of Covenants,
    Etc.	186
	Section 10.08	Survival of Representations, Warranties and Agreements	186
	Section 10.09	No Waiver; Remedies Cumulative	186
	Section 10.10	Marshaling; Payments Set Aside	187
	Section 10.11	Severability	187
	Section 10.12	Obligations Several; Independent Nature of Lenders’ Rights	188
	Section 10.13	Table of Contents and Headings	188
	Section 10.14	APPLICABLE LAW	188
	Section 10.15	CONSENT TO JURISDICTION	188
	Section 10.16	WAIVER OF JURY TRIAL	189
	Section 10.17	Confidentiality	190
	Section 10.18	Usury Savings Clause	191
	Section 10.19	Counterparts	192
	Section 10.20	Executive Proceedings	192
	Section 10.21	Effectiveness; Entire Agreement; No Third Party Beneficiaries	192
	Section 10.22	PATRIOT Act	192
	Section 10.23	Electronic Execution of Assignments and Certain other Documents	193
	Section 10.24	No Fiduciary Duty	193
	Section 10.25	Judgment Currency	194
	 	 	 




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	Section 10.26	Acknowledgment and Consent to Bail-In of EEA Financial  Institutions	194
	Section 10.27	Acknowledgment Regarding any Supported QFCs	195
	Section 10.28	Certain ERISA Matters	196


 




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	SCHEDULES:	1.01(a) Tranche B Term Loan Commitments
	 	1.01(b) Revolving Commitments
	 	1.01(c) Agreed Security Principles
	 	4.01 Jurisdictions of Organization and Qualification; Capital Structure
	 	4.02 Equity Interests and Ownership
	 	4.12 Real Estate Assets
	 	5.20 Post-Closing Matters
	 	6.01 Certain Indebtedness
	 	6.02 Certain Liens
	 	6.06 Certain Investments
	 	10.01(a) Notice Addresses
	 	 
	EXHIBITS:	A-1 Borrowing Notice
	 	A-2 Conversion/Continuation Notice
	 	B-1 Dollar Tranche B Term Loan Note
	 	B-2 Euro Tranche B Term Loan Note
	 	B-3 Revolving Loan Note
	 	B-4 Incremental Tranche B Term Loan Note
	 	C Compliance Certificate
	 	D Assignment Agreement
	 	E-1 Closing Date Certificate
	 	E-2 Solvency Certificate
	 	F Counterpart Agreement
	 	G U.S. Pledge and Security Agreement
	 	H Mortgage


 




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CREDIT AND GUARANTY AGREEMENT


This CREDIT AND GUARANTY
AGREEMENT, dated as of November 15, 2019, is entered into by and among GRIFOLS WORLDWIDE OPERATIONS LIMITED, a private
limited company validly incorporated and existing under the laws of Ireland (the “Foreign Borrower”), GRIFOLS
WORLDWIDE OPERATIONS USA, INC., a Delaware corporation and a Wholly-Owned Subsidiary of the Foreign Borrower (the “U.S.
Borrower”), GRIFOLS, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain
(the “Spanish Borrower” and the “Parent” and, together with the Foreign Borrower and the
U.S. Borrower, the “Borrowers”), as a Guarantor and the Spanish Borrower, and CERTAIN SUBSIDIARIES OF THE
PARENT, as Guarantors, the Lenders party hereto from time to time, and BANK OF AMERICA, N.A., as Administrative Agent
(together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent
(together with its permitted successors in such capacity, the “Collateral Agent”).


RECITALS:


WHEREAS, the Lenders
have agreed to extend certain credit facilities to the Borrowers on the Closing Date
consisting of $2,500,000,000 aggregate principal amount of Dollar Tranche B Term Loans, €1,360,000,000 aggregate principal
amount of Euro Tranche B Term Loans and up to $500,000,000 aggregate principal amount of Revolving Commitments, the proceeds of
which will be used to (i) partially repay the Refinanced Indebtedness and (ii) pay Transaction Costs;


WHEREAS, each Borrower
has agreed to secure all of its Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a first
priority Lien on (i) substantially all of the assets of such Borrower and (ii) a pledge of all of the Equity Interests in certain
of its directly owned Subsidiaries;


WHEREAS, subject to the terms hereof
and the limitations described herein, the Guarantors have agreed to guarantee the Obligations of the Borrowers hereunder;


WHEREAS, subject
to the terms hereof and the limitations described herein, each of the U.S. Loan Parties has agreed to secure their respective Obligations
by granting to the Collateral Agent, for the benefit of the Secured Parties, a first priority Lien on substantially all of their
respective assets, including a pledge of all of the Equity Interests of certain of their respective Subsidiaries; and


WHEREAS, subject
to the terms hereof and the limitations described herein, the Parent and each of the other Spanish Loan Parties have agreed to
secure their respective Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a first priority
Lien on certain of their respective assets, including a pledge of all of the Equity Interests of certain of their respective Subsidiaries
(including a Lien on 100% of the Equity Interests of the Foreign Borrower).


NOW, THEREFORE, in
consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:




    

     

    


ARTICLE I.


DEFINITIONS AND INTERPRETATION


Section 1.01        Definitions.
The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following
meanings:


“Additional Debt”
means one or more series of (A) senior unsecured notes or loans, (B) senior secured notes or loans that will be secured by a Lien
on the Collateral that ranks pari passu in right of security with the Obligations or (C) senior secured notes or loans that will
be secured by a Lien on the Collateral that ranks junior to the Obligations; provided, that (1) such Indebtedness shall not require
any scheduled payment of principal or mandatory redemption or redemption at the option of the holders thereof (except customary
redemption provisions in respect of asset sales, changes in control or similar events) prior to 91 days after the latest maturity
applicable to the Term Loans then outstanding, (2) the covenants and events of default and other terms of which (other than maturity,
fees, discounts, interest rate, redemption terms and redemption premiums, which shall be determined in good faith by the Borrower
Representative) shall be on market terms at the time of issuance (as determined in good faith by the Borrower Representative)
of the Additional Debt, (3) any Person that guarantees such Indebtedness shall be a Loan Party, (4) if such Indebtedness is secured,
the obligations in respect thereof shall not be secured by any Lien on any asset of the Parent or any of its Restricted Subsidiaries
other than any asset constituting Collateral, the security agreements relating to such Indebtedness shall be substantially the
same as the Security Documents and such Indebtedness shall be subject to an intercreditor agreement in form and substance reasonably
acceptable to the Administrative Agent and (5) if such indebtedness takes the form of loans that are secured by a Lien on the
Collateral that ranks pari passu in right of security with the Obligations, the MFN Provisions shall apply.


“Additional JV Investments Basket”
has the meaning set forth in Section 6.06(d).


“Adjusted Eurocurrency Rate”
means,


(a)       for
any Interest Rate Determination Date with respect to an Interest Period for a Eurocurrency Rate Loan denominated in Dollars
or Other Foreign Currency, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) or a
comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg
screen page (or such other commercially available source providing such quotations as may be designated by the Administrative
Agent from time to time) (such rate, the “LIBOR Screen Rate”) at approximately 11:00 a.m., London time, on any
Interest Rate Determination Date, for deposits in the relevant currency (for delivery on the first day of such Interest
Period) with a term equivalent to such Interest Period;


(b)       for
any Interest Rate Determination Date with respect to an Interest Period for a Eurocurrency Rate Loan denominated in Euro, the
rate per annum equal to the euro interbank offered rate (“EURIBOR”) administered by the European Money Markets
Institute or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable
Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative
Agent from time to time) (such rate,




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the “EURIBOR Screen Rate”)
at approximately 11:00 a.m., London time, on any Interest Rate Determination Date, for deposits in the Euro (for delivery on the
first day of such Interest Period) with a term equivalent to such Interest Period; and


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


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


“Administrative Agent”
has the meaning specified in the preamble hereto.


“Adjustment” has the
meaning set forth in Section 2.29(c).


“Adverse Proceeding”
means any action, suit, proceeding, hearing (in each case, whether administrative, judicial or otherwise), governmental investigation
or arbitration (whether or not purportedly on behalf of any Group Member) at law or in equity, or before or by any Governmental
Authority, domestic or foreign, whether pending or, to the knowledge of any Group Member, threatened against or affecting any
Group Member or any property of any Group Member.


“Affected Lender” has
the meaning set forth in Section 2.18(b).


“Affiliate”
means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with,
that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”,
 “controlled by” and “under common control with”), as applied to any Person, means the possession, directly
or indirectly, of the power (a) to vote 10.0% or more of the Securities having ordinary voting power for the election of directors
of such Person or (b) to direct or cause the direction of the management and policies of that Person, whether through the ownership
of voting Securities or by contract or otherwise; provided, that no Agent or Lender shall be deemed to be an Affiliate
of any Loan Party.


“Agent” means each of
the Administrative Agent, the Collateral Agent and the Syndication Agent.


“Agent Affiliates” has
the meaning set forth in Section 10.01(b)(iii).


“Aggregate Amounts Due”
has the meaning set forth in Section 2.17.


“Aggregate Payments”
has the meaning set forth in Section 7.02.




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“Agreed Security Principles”
means the security principles applicable to Foreign Loan Parties as set forth on Schedule 1.01(c).


“Agreement”
means this Credit and Guaranty Agreement, dated as of November 15, 2019, as it may be amended, restated, supplemented or otherwise
modified from time to time.


“Agreement Currency”
has the meaning set forth in Section 10.25.


“Ancillary
Commencement Date” means, in relation to an Ancillary Facility, the date on which that Ancillary Facility is first made
available, which date shall be a Business Day within the Revolving Commitment Period.


“Ancillary Commitment”
means, in relation to an Ancillary Lender and an Ancillary Facility, the maximum applicable amount which that Ancillary Lender
has agreed (whether or not subject to satisfaction of conditions precedent) to make available from time to time under an Ancillary
Facility and which has been authorized as such under Section 2.24, to the extent that amount is not cancelled or reduced under
this Agreement or the Ancillary Documents relating to that Ancillary Facility.


“Ancillary Document”
means each document relating to or evidencing the terms of an Ancillary Facility.


“Ancillary Facility”
means any ancillary facility made available by any Ancillary Lender in accordance with Section 2.24.


“Ancillary Lender” means
each Lender (or Affiliate of a Lender) that makes available an Ancillary Facility in accordance with Section 2.24.


“Ancillary Outstandings”
means, at any time, in relation to an Ancillary Lender and an Ancillary Facility then in force, the aggregate of the Dollar Equivalent
or Euro Equivalent, as applicable, of the following amounts outstanding under such Ancillary Facility: (a) the principal amount
under each overdraft facility and on-demand short term loan facility (net of any credit balances on any account of the Foreign
Borrower with the Ancillary Lender making available such Ancillary Facility to the extent that the credit balances are freely
available to be set off by such Ancillary Lender against liabilities owed to it by that Borrower under such Ancillary Facility);
(b)the face amount of each guaranty, bond and letter of credit under such Ancillary Facility and (c)the amount fairly
representing the aggregate exposure (excluding interest and similar charges) of such Ancillary Lender under each other type of
accommodation provided under such Ancillary Facility, in each of clauses (a) through (c), as determined by such Ancillary Lender,
acting reasonably in accordance with its normal banking practice and in accordance with the relevant Ancillary Document.


“Anti-Boycott Statute”
means EU Regulation (EC) 2271/96 or a violation or conflict with section 7 of the German Foreign Trade Ordinance (Verordnung
zur Durchführung des AuSenwirtschaftsgesetzes (AuSenwirtschaftsverordnung)) in connection with section 4 paragraph 1a
no. 3 of the German Foreign Trade Act (AuSenwirtschaftsgesetz) or a similar anti-boycott statute.




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“Anti-Corruption
Laws” means the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act of 2010, and any other
laws or regulations concerning or relating to bribery or corruption applicable to the Loan Parties.


“Anti-Money
Laundering Laws” means the Bank Secrecy Act, as amended by the PATRIOT Act, and any other laws or regulations concerning
or relating to terrorism financing or money laundering applicable to the Loan Parties.


“Applicable Margin”
means (a) with respect to the Revolving Loans, (i) 0.50% per annum, in the case of Base Rate Loans and (ii) 1.50% per
annum, in the case of Eurocurrency Rate Loans, (b) with respect to the Euro Tranche B Term Loans, 2.25% per annum,
in the case of Eurocurrency Rate Loans and (c) with respect to the Dollar Tranche B Term Loans, (i) 1.00% per annum, in
the case of Base Rate Loans and (ii) 2.00% per annum in the case of Eurocurrency Rate Loans.


“Applicable Sweep
Percentage” means 25% if the Leverage Ratio as of the applicable date of determination is greater than 4.75:1.00 and
0.0% if the Leverage Ratio as of the applicable date of determination is less than or equal to 4.75:1.00. The applicable date
of determination for purposes of this definition shall be the most recently ended four-fiscal quarter period for which financial
statements are available (determined for any such period by reference to the most recent Compliance Certificate delivered in accordance
with Section 5.01(c) hereof).


“Approved Currency”
means each of Dollars, Euro and any Other Foreign Currencies.


“Approved Electronic
Communications” means any notice, demand, communication, information, document or other material that any Loan Party
provides to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein which is distributed
to Agents or to Lenders by means of electronic communications pursuant to Section 10.01(b).


“Arrangers”
means each of Bank of America Merrill Lynch International Limited Designated Activity Company, Bank of America, N.A., BNP Paribas
S.A., Sucursal en España, HSBC France, Banco Bilbao Vizcaya Argentaria S.A. and J.P. Morgan Securities plc, in their respective
capacities as arrangers.


“Asset Disposition”
means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor
or sublicensor), transfer or other disposition to, or any exchange of property with, any Person (other than any Borrower or any
Wholly-Owned Subsidiary Guarantor), in one transaction or a series of transactions, of all or any part of any Group Member’s
businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now
owned or hereafter acquired, leased or licensed, including the Equity Interests of any of the Parent’s Subsidiaries, other
than (a) inventory (or other assets) sold, leased or licensed out in the ordinary course of business (excluding any such sales,
leases or licenses out by operations or divisions discontinued or to be discontinued), (b) worn out, obsolete, scrap or surplus
assets in the ordinary course of business and (c) sales, leases or licenses of other assets for consideration of less than $75,000,000
with




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respect to any transaction or series of related
transactions but in any event not to exceed $400,000,000 in the aggregate from the Closing Date.


“Assignment
Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit D, with such amendments
or modifications as may be approved by the Administrative Agent.


“Assignment Effective Date”
has the meaning set forth in Section 10.06(b).


“Auction Agent”
means (a) the Administrative Agent or (b) any other financial institution or advisor employed by the Borrowers (whether or not
an Affiliate of the Administrative Agent) to act as an arranger in connection with any Offers pursuant to Section 2.13(c)(i);
provided, that the Borrowers shall not designate the Administrative Agent as the Auction Agent without the written consent
of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as
the Auction Agent); provided, further, that neither the Borrowers nor any of their respective Affiliates may act
as the Auction Agent.


“Authorized Officer”
means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive
officer, president or one of its vice presidents (or the equivalent thereof), and such Person’s chief financial officer
or treasurer or any director, secretary or lawfully appointed attorney of a company, and, solely for purposes of notices given
pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers
in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant
to an agreement between the applicable Loan Party and the Administrative Agent.


“Available Amount” means,
as of any date,


(a)       the
Net Cash Proceeds received on or prior to the date of such determination of the Available Amount from the issuance or sale of Equity
Interests in the Parent after January 1, 2019; plus


(b)       so
long as the Parent and its Subsidiaries are in compliance with the financial covenant set forth in Section 6.07 (whether or not
then tested) on a pro forma basis as of the last day of the Fiscal Quarter most recently ended (determined for any such period
by reference to the most recent Compliance Certificate delivered in accordance with Section 5.01(c)), 50% of Cumulative CNI; less


(c)       the
sum of any Available Amount, Consolidated Net Income or Cumulative CNI used to make Restricted Payments pursuant to Section 6.04(c),
6.04(d) and 6.04(e); less


(d)       unless
the Parent has provided an irrevocable written notice to the Administrative Agent stating the Parent’s intention not to make
any additional dividends with respect to such Fiscal Year, in accordance with Section 6.04(e)(i), the aggregate maximum payment
permissible under Section 6.04(e)(i) for any current or immediately prior Fiscal Year to the extent not yet paid but still permitted
to be paid.




    6 


     

    

“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
Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.


“Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1.00% and (c) the Adjusted Eurocurrency Rate that would be payable on a Eurocurrency
Rate Loan commencing on such day with a one-month Interest Period, plus 1.00% (or if no Interest Period could commence on such
day, the immediately preceding day on which such an Interest Period would commence). Any change in the Base Rate due to a change
in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate
or the Federal Funds Effective Rate, respectively.


“Base Rate Loan” means
a Loan bearing interest at a rate determined by reference to the Base Rate.


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


“Beneficial Ownership Regulation”
has the meaning set forth in Section 3.01(r).


“Board of Directors”
means: (a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to
act on behalf of such board of directors; (b) with respect to a partnership, the board of directors of the general partner of
the partnership; (c) with respect to a limited liability company, the board of directors of the limited liability company or any
committee of the limited liability company duly authorized to act on behalf of such board of directors; and (d) with respect to
any other Person, the board or committee of such Person serving a similar function.


“Board of Governors”
means the Board of Governors of the United States Federal Reserve System, or any successor thereto.


“Bookrunners”
means each of Bank of America Merrill Lynch International Limited Designated Activity Company, Bank of America, N.A., BNP Paribas
S.A., Sucursal en España, HSBC France, Banco Bilbao Vizcaya Argentaria S.A. and J.P. Morgan Securities plc, in their respective
capacities as bookrunners.


“Borrower Information”
has the meaning set forth in Section 5.01(k).




    7 


     

    

“Borrower
Representative” means the Foreign Borrower in its capacity as representative of the U.S. Borrower and the Spanish Borrower
as set forth in Section 2.28.


“Borrowers” has the meaning
specified in the preamble hereto.


“Borrowing Notice”
means a notice substantially in the form of Exhibit A-1, or such other form as may be approved by the Administrative Agent (including
any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately
completed and signed by an Authorized Officer of a Borrower.


“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 City, London, the Kingdom of Spain or Ireland and:


(a)       if
such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements,
settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried
out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits
in Dollars are conducted by and between banks in the London interbank eurodollar market;


(b)       if
such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements,
settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out
pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any day on which the Trans-European Automated Real-time
Gross Settlement Express Transfer which utilizes a single shared platform and which was launched on 19 November 2007 (TARGET 2)
payment system (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; provided, that any such day shall not
be deemed to be a Business Day for purposes of this clause (b) if commercial banks are authorized to close, or are in fact closed,
in London, England;


(c)       if
such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro,
means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other
applicable 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 Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than
Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any interest
rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the
country of such currency.




    8 


     

    

“Capital Lease” means,
as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity
with IFRS is or should be accounted for as a capital lease on the balance sheet of that Person.


“Capital Stock”
means: (1) in the case of a corporation, any and all shares, including common stock and preferred stock; (2) in the case of an
association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated)
of corporate stock; (3) in the case of a partnership or a limited liability company, partnership or membership interests (whether
general or limited); and (4) any other interest or participation that confers on a Person the right to receive a share of the profits
and losses of, or distributions of assets of, the issuing Person but excluding from all of the foregoing any debt securities convertible
into Capital Stock, whether or not such dept securities include any right of participation with Capital Stock.


“Cash Equivalents”
means, as at any date of determination, any of the following: (a) marketable securities (i) issued or directly and unconditionally
guaranteed as to interest and principal by the United States Government or (ii) issued by any agency or instrumentality of the
United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within
one year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least
P-1 from Moody’s; (b) marketable direct obligations issued by any state of the United States or any political subdivision
of any such state or any public instrumentality thereof, in each case maturing one year after such date and having, at the time
of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (c) certificates of deposit
or bankers’ acceptances maturing within six months after its date of issuance or acceptance by any Lender or by any commercial
bank organized under the laws of the United States or any state thereof or the District of Columbia that (i) is at least “adequately
capitalized” (as defined in the regulations of its primary Federal banking regulator), (ii) has Tier 1 capital of not less
than $1,000,000,000 and (iii) has a rating of at least AA- from S&P and Aa3 from Moody’s; (d) any repurchase agreement
entered into with any Lender or any commercial banking institution satisfying the criteria of clause (c) herein which (i) is secured
by a fully perfected security interest in any obligation of the type described in clause (a)(i) and (ii) has a market value at
the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such commercial banking
institution thereunder; (e) commercial paper and variable fixed rate notes issued by any commercial banking institution satisfying
the criteria of clause (c) herein or any variable or fixed rate note issued by, or guaranteed by, a corporation (other than structured
investment vehicles and other than corporations used in structured financing transactions) rated A-1 (or the equivalent thereof)
or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not
more than one year from the date of acquisition thereof; (f) shares of any money market mutual fund that (i) has substantially
all of its assets invested continuously in the types of investments referred to in clauses (a) through (e) above, (ii) has net
assets of not less than $5,000,000,000, and (iii) has the highest rating obtainable from either S&P or Moody’s; and (g)
instruments equivalent to those referred to in clauses (a) through (f) above denominated in Euro or any Other Foreign Currency
comparable in credit quality and tenor to those referred to above and customarily used by corporations for short term cash management
purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted
by any Subsidiary organized in such jurisdiction, in each case which instruments or obligors (or the parents of such obligors)
have comparable tenor and ratings described in such clauses or equivalent ratings from comparable




    9 


     

    

foreign ratings agencies; provided, that
in the case of any Investment by the Foreign Borrower or a Foreign Subsidiary, “Cash Equivalents” shall also include:
(A) direct obligations of the sovereign nation (or any agency thereof) in which the Foreign Borrower or such Foreign Subsidiary,
as applicable, is organized and is conducting business or in obligations fully and unconditionally guaranteed by such sovereign
nation (or any agency thereof), in each case maturing within 12 months after such date, (B) investments of the type and maturity
described in clauses (a) through (g) above of the Foreign Borrower and any Foreign Subsidiaries, which Investments have ratings
described in such clauses or equivalent ratings from comparable foreign rating agencies and (C) shares of money market mutual or
similar funds which invest exclusively in assets otherwise satisfying the requirements of this definition (including this proviso).


“Cash Management Agreement”
means any agreement or arrangement to provide treasury, depository, overdraft, credit or debit card, purchase card, electronic
funds transfer (including automated clearinghouse transfer services) and other cash management services.


“Change in Law”
means (a) the adoption of any law, treaty, order, policy, rule or regulation after the date of this Agreement, (b) any change in
any law, treaty, order, policy, rule or regulation or in the interpretation, administration or application thereof by any Governmental
Authority after the date of this Agreement (including the introduction of any new law, treaty or governmental rule, regulation
or order after the Closing Date) or any determination of a court or Governmental Authority, in each case that becomes effective
after the Closing Date, or (c) the making or issuance of any guideline, request or directive issued or made after the Closing Date
by any central bank or other Governmental Authority or quasi-governmental authority (whether or not having the force of law; provided,
that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines
or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor
or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each
case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued).


“Change of Control”
means (a) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (i) shall have
acquired beneficial ownership or control of 35% or more on a fully diluted basis of the voting and/or economic interest in the
Equity Interests of the Parent or (ii) shall have obtained the power (whether or not exercised) to elect a majority of the members
of the Board of Directors (or similar governing body) of the Parent; provided, that notwithstanding the foregoing clauses
(i) and (ii), the Permitted Holders may, without effecting a Change of Control hereunder, beneficially own or control up to 50%
on a fully diluted basis of the voting and/or economic interests in the Equity Interests of the Parent; (b) the majority of the
seats (other than vacant seats) on the Board of Directors (or similar governing body) of the Parent cease to be occupied by Persons
who either (i) were members of the Board of Directors of the Parent on the Closing Date or (ii) were nominated or approved for
election by the Board of Directors of the Parent, a majority of whom were directors on the Closing Date or whose election or nomination
for election was previously approved by a majority of such directors; (c) the Parent shall own less than 100% of the Equity Interests
of the Foreign Borrower; (d) the Foreign Borrower shall own less than 100% of the Equity Interests of the U.S. Borrower; or (e)
any “change of control” (or similar event, however denominated) shall occur under and as defined in any




    10 


     

    

indenture or any other agreement in respect
of Material Indebtedness, including the EIB Facility, the Senior Notes, the Senior Refinancing Notes or the Senior Secured Notes,
to which any Group Member is a party.


“Class”
means (a) with respect to Lenders, each of the following classes of Lenders: (i) Lenders having Dollar Tranche B Term Loan Exposure,
(ii) Lenders having Euro Tranche B Term Loan Exposure, (iii) Lenders having Revolving Exposure and (iv) Lenders having Incremental
Term Loan Exposure, and (b) with respect to Loans, each of the following classes of Loans: (i) Dollar Tranche B Term Loans, (ii)
Euro Tranche B Term Loans, (iii) Revolving Loans, (iv) each Series of Incremental Term Loans, (v) each Series of Extended Term
Loans, (vi) each Series of Loans made in respect of Extended Revolving Commitments, (vii) each Series of Other Refinancing Term
Loans and (viii) each Series of Other Refinancing Revolving Loans.


“Closing Date” means
the date the conditions set forth in Section 3.01 and Section 3.02 are satisfied and the first funding occurs on November 15, 2019.


“Closing Date Certificate”
means a Closing Date Certificate substantially in the form of Exhibit E-1.


“Closing Date Intercreditor
Agreement” means that certain Pari Passu Intercreditor Agreement, dated as of the Closing Date, by and among the Borrowers,
certain subsidiaries of the Parent, the Collateral Agent, the Notes Collateral Agent, and European Investment Bank, as amended,
restated, supplemented or otherwise modified from time to time.


“Closing Date Lender”
has the meaning set forth in Section 10.06(k).


“Collateral” means, collectively,
all of the real, personal and mixed property (including Equity Interests) in which Liens are purported to be granted pursuant to
the Security Documents as security for the Obligations.


“Collateral Agent” has
the meaning specified in the preamble hereto.


“Commitment” means any
Revolving Commitment or Term Loan Commitment.


“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.


“Compliance Certificate”
means a Compliance Certificate substantially in the form of Exhibit C-1.


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


“Consolidated Adjusted
EBITDA” means (a) Consolidated Net Income of the Parent and its Subsidiaries, plus, to the extent deducted in
determining Consolidated Net Income of the Parent and its Subsidiaries the sum, without duplication, of amounts for (i) all financial
results including interest expense, amortization or write-off of debt discount, other deferred




    11 


     

    

financing costs, other fees and charges associated
with Indebtedness, (ii) any losses on ordinary course hedging obligations or other derivative instruments entered into for the
purpose of hedging interest rate risk, (iii) any foreign currency translation, transaction or exchange losses (including currency
remeasurements of Indebtedness and any losses resulting from ordinary course hedging obligations or other derivative instruments
for currency exchange risk), (iv) any loss of any equity-accounted investee in which the Parent or any of its Subsidiaries has
a joint or minority interest, (v) expenses for taxes based on income or gain, (vi) depreciation, (vii) amortization, write-offs,
write-downs, and other non-cash charges, losses and expenses, (viii) impairment of intangibles, including, without limitation,
goodwill, (ix) non-recurring items (as determined in accordance with IFRS) realized other than in the ordinary course of business,
without duplication, resulting in a loss, (x) fees and expenses incurred in connection with the Transactions or, to the extent
permitted hereunder, any Permitted Acquisition, Investment, Asset Disposition, or incurrence of Indebtedness, in each case, whether
or not consummated, including such fees and expenses related to any offering of Additional Debt, any Credit Agreement Refinancing
Indebtedness and any Permitted Refinancing Indebtedness, (xi) extraordinary, unusual, or nonrecurring charges and expenses including
transition, restructuring and “carveout” expenses, (xii) legal, accounting, consulting, and other costs and expenses
relating to the Parent’s potential or actual issuance of Equity Interests, including without limitation an initial public
offering of common stock and (xiii) the amount of cost savings, adjustments, operating expense reductions, operating improvements
and synergies, in each case on a “run rate” basis and in connection with Permitted Acquisitions, investments, restructurings,
business optimization projects and other operational changes and initiatives (“Run Rate Amounts”) that are
identifiable and projected in good faith to result from actions that have been or are expected to be taken within twelve (12)
months of such date of determination; provided, that (x) the Administrative Agent shall have received a reasonably detailed
statement or schedule of such Run Rate Amounts, (y) such amounts are reasonably identifiable, reasonably attributable to the actions
specified and reasonably anticipated to result from such actions and (z) the benefits resulting therefrom are anticipated by the
Borrowers to be realized within twelve (12) months of the end of such date on which Consolidated Adjusted EBITDA is tested; provided further, that for any such period, the amount added back in calculating Consolidated Adjusted EBITDA pursuant to this clause
(xiii) shall not, in the aggregate, exceed 10% of Consolidated Adjusted EBITDA for such period (determined prior to giving effect
to such add-backs), minus (b) to the extent included in consolidated income from operations, (i) interest income, (ii)
non-recurring gains (as determined in accordance with IFRS) realized other than in the ordinary course of business, (iii) income
or gains on ordinary course hedging obligations or other derivative instruments entered into for the purpose of hedging interest
rate risk, (iv) foreign currency translation, transaction or exchange gains (including currency remeasurements of Indebtedness
and any gains resulting from ordinary course hedging obligations or other derivative instruments for currency exchange risk) and
(v) any income of any equity-accounted investee in which the Parent or any of its Subsidiaries has a joint or minority interest,
except to the extent of the amount of dividends or other distributions actually paid to the Parent or any Subsidiary by such Person
during such period, all calculated without duplication for the Parent and its Subsidiaries on a consolidated basis.


For purposes of the maximum
Leverage Ratio and, solely in connection with the definition of “Incremental Amount”, Section 6.01(r), Section 6.01(k)
and Section 6.01(w), the Senior Secured Leverage Ratio, Consolidated Adjusted EBITDA shall be calculated pro forma for material
acquisitions and disposals, such that Consolidated Adjusted EBITDA would be adjusted to (a) include net income before net interest
expense, taxes, 




    12 


     

    

depreciation and amortization attributable
to the acquired entity (or assets) prior to its becoming a member of the Group during the relevant period, and (b) exclude
net income before net interest expense, taxes, depreciation and amortization attributable to the disposed of entity (or
assets) prior to its being disposed of by the Group during the relevant period. The Consolidated Adjusted EBITDA shall be
calculated consistent with past practices, considering the standards in force as of the date of the Credit Agreement without,
in any event, giving effect to IFRS 16. For the avoidance of doubt, such adjustment for material acquisitions and disposals
shall not apply to the calculation of Consolidated Excess Cash Flow.


“Consolidated Capital
Expenditures” means, for any period, the aggregate of all expenditures of the Group during such period determined on
a consolidated basis that, in accordance with IFRS, are or should be included in “purchase of property and equipment”
or similar items reflected in the consolidated statement of cash flows of the Group.


“Consolidated Current Assets”
means, as at any date of determination, the total assets of a Person and its Subsidiaries on a consolidated basis that may properly
be classified as current assets in conformity with IFRS, excluding cash and Cash Equivalents.


“Consolidated Current Liabilities”
means, as at any date of determination, the total liabilities of a Person and its Subsidiaries on a consolidated basis that may
properly be classified as current liabilities in conformity with IFRS, excluding the current portion of long term debt.


“Consolidated Excess Cash Flow”
means, for any fiscal period, an amount (if positive) equal to Consolidated Net Income for such relevant period after, without
duplication and excluding the Transaction Costs:


(a)       adding
the amount of any decrease (and deducting the amount of any increase) in the Consolidated Working Capital Adjustment;


(b)       adding
the amount of any cash receipts during the relevant period in respect of any Tax rebates or credits and deducting the amount actually
paid or due and payable in respect of Taxes during that relevant period by any Group Member;


(c)       (i)
adding (to the extent not already taken into account in determining Consolidated Net Income) the amount of any dividends or other
profit distributions received in cash by any Group Member during the relevant period from any entity which is itself not a Group
Member and (ii) deducting (to the extent not already deducted in determining Consolidated Net Income) the amount of any dividends
or other profit distributions paid in cash during the relevant period to any shareholder in any Group Member which is itself not
a Group Member;


(d)       adding
the amount of any increase in provisions, other non-cash debits and other non-cash charges (which are not already included within
Consolidated Current Assets or Consolidated Current Liabilities) and deducting the amount of any non-cash credits (which are not
already included within Consolidated Current Assets or Consolidated Current Liabilities) in each case to the extent taken into
account in establishing Consolidated Net Income;




    13 


     

    

(e)       deducting
the amount of Consolidated Capital Expenditures actually made (or due to be made) during that relevant period by any Group Member,
except to the extent funded from the proceeds of long term indebtedness (other than revolving indebtedness):


(f)       without
duplication of amounts deducted from the amount of Consolidated Excess Cash Flow required to be prepaid pursuant to Section 2.14(d),
deducting the aggregate of any cash consideration paid for, or the cash cost of, any Investments and Restricted Payments made in
cash during the relevant period; and


(g)       deducting
the sum, without duplication, of (i) the amounts for such period paid in cash of scheduled repayments of Indebtedness for borrowed
money and scheduled repayments of obligations under Capital Leases (excluding any interest expense portion thereof), and (ii) consolidated
cash interest expense. For the avoidance of doubt, Consolidated Excess Cash Flow shall not be reduced by amounts used to purchase
(or repay) Loans pursuant to Section 2.13(c) and repayments or prepayments of revolving loans will not be treated as scheduled
repayments of Indebtedness.


“Consolidated Net
Income” means, for any period, the total net income (or loss) attributable to the Parent and its Subsidiaries on a consolidated
basis for such period taken as a single accounting period determined in conformity with IFRS (before any adjustment for profit
and loss attributable to minority interests and capitalized interest) minus any after tax non-cash gains (or losses) attributable
to Asset Dispositions or returned surplus assets of any Pension Plan.


“Consolidated Net
Total Debt” means, as at any date of determination, the aggregate stated balance sheet amount of all funded Indebtedness
(including guarantees) of the Parent and its Subsidiaries determined on a consolidated basis in accordance with IFRS (exclusive
of obligations in respect of derivative transactions that have not been terminated) minus the amount of unrestricted cash
and Cash Equivalents of the Parent and its Subsidiaries determined on a consolidated basis in accordance with IFRS.


“Consolidated Senior Secured Debt”
means, as at any date of determination, Consolidated Net Total Debt minus unsecured Indebtedness.


“Consolidated Working Capital”
means, as at any date of determination, the excess of Consolidated Current Assets of the Group over Consolidated Current Liabilities
of the Group.


“Consolidated Working
Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number) by which
Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the
end of such period. In calculating the Consolidated Working Capital Adjustment there shall be excluded the effect of reclassification
during such period of current assets to long term assets and current liabilities to long term liabilities and the effect of any
Permitted Acquisition during such period; provided, that there shall be included with respect to any Permitted Acquisition
during such period an amount (which may be a negative number) by which the Consolidated Working Capital acquired in such Permitted
Acquisition as at the time of such acquisition exceeds (or is less than) Consolidated Working Capital at the end of such period.




    14 


     

    

“Contingent Liability”
means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon the Indebtedness of any other Person (other than by endorsements of instruments in the course of collection). The amount
of any Person’s obligation under any Contingent Liability shall (subject to any limitation with respect thereto) be deemed
to be the outstanding principal amount of the Indebtedness guaranteed thereby.


“Contractual Obligation”
means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust,
contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is
bound or to which it or any of its properties is subject.


“Contributing Guarantors”
has the meaning set forth in Section 7.02.


“Controlled Foreign
Corporation” means any Subsidiary of a U.S. Loan Party (owned by such U.S. Loan Party within the meaning of Section 958(a)
of the Code) that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Internal Revenue
Code.


“Conversion/Continuation Date”
means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation
Notice.


“Conversion/Continuation Notice”
means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.


“Copyrights” has the
meaning set forth in the U.S. Pledge and Security Agreement.


“Counterpart Agreement”
means a Counterpart Agreement substantially in the form of Exhibit F delivered by a Loan Party pursuant to Section 5.12.


“Credit Agreement
Refinancing Indebtedness” means (i) Permitted Pari Passu Secured Refinancing Debt, (ii) Permitted Junior Secured Refinancing
Debt, (iii) Permitted Unsecured Refinancing Debt or (iv) Indebtedness incurred pursuant to a Refinancing Amendment, in each case,
issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for,
or to extend, renew, replace or refinance, in whole or part, existing Term Loans or existing Revolving Loans (or unused Revolving
Commitments) of any Class or any then-existing Credit Agreement Refinancing Indebtedness (“Refinanced Debt”);
provided, that (a) such Indebtedness has a later maturity and, except in the case of Other Refinancing Revolving Commitments,
a Weighted Average Life to Maturity equal to or greater than the Refinanced Debt, (b) such Indebtedness shall not have a greater
principal amount than the principal amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or
in part, of unused Revolving Commitments, Incremental Revolving Commitments, Extended Revolving Commitments or Other Refinancing
Revolving Commitments, the amount thereof) plus accrued interest, fees and premiums (if any) thereon and reasonable fees, expenses,
original issue discount and upfront fees associated with the refinancing (provided, that the principal amount of such Indebtedness
shall not include any principal constituting interest paid in kind), (c) such Refinanced Debt shall be repaid, defeased or satisfied
and discharged , and all accrued interest, fees and premiums (if any) in connection therewith shall




    15 


     

    

be paid, substantially concurrently with the
incurrence or issuance of such Credit Agreement Refinancing Indebtedness and (d) the terms and conditions of such Indebtedness
(except as otherwise provided in clause (a) above and with respect to pricing, premiums and optional prepayment or redemption terms)
shall reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the
Borrowers in good faith), or (taken as a whole) are not materially more restrictive to the Loan Parties (as determined by the Borrowers
in good faith), than those applicable to the Loans or Commitments being refinanced (except for covenants or other provisions applicable
only to periods after the latest maturity date at the time of incurrence of such Indebtedness).


“Credit Date” means the
date of a Credit Extension (including the Closing Date).


“Credit Extension” means
the making of a Loan.


“Cumulative CNI”
means the Consolidated Net Income of the Group accrued since January 1, 2019 to the end of the most recently ended Fiscal Quarter
of the Parent for which financial statements have been delivered in accordance with Section 5.01 hereof (or, in case such Consolidated
Net Income is negative, minus 100% of such deficit).


“Currency Agreement”
means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar
agreement or arrangement whether exchange traded or over the counter derivative transaction, each of which is for the purpose of
hedging the foreign currency risk associated with the operations of the Group and not for speculative purposes.


“Debtor Relief Law”
means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, examinership, reorganization or similar debtor relief laws of the United States or other
Relevant Jurisdiction from time to time in effect and affecting the rights of creditors generally.


“Default” means a condition
or event that, after notice or lapse of time or both, would constitute an Event of Default.


“Default Rate” has the
meaning set forth in Section 2.10.


“Defaulting Lender”
means, subject to Section 2.22, any Lender that (a) has failed to fund any portion of its Revolving Commitment within two (2) Business
Days of the date required to be funded by it hereunder, unless the subject of a good faith dispute, (b) has notified the Borrower
Representative, the Administrative Agent or any other Lender in writing, or has otherwise indicated through a public statement,
that it does not intend to comply with its funding obligations hereunder and generally under agreements in which it commits to
extend credit, unless such notification or public statement relates to such Lender’s obligation to fund a Loan hereunder
and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition
precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be
satisfied, (c) has failed, within three (3) Business Days after receipt of a written request from the Administrative Agent, to
confirm in writing that it will comply with the terms of this Agreement relating to its obligations to fund




    16 


     

    

prospective Revolving Commitments (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), (d) has otherwise failed to pay over to the Administrative Agent, the Collateral Agent or any other
Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, unless the subject
of a good faith dispute or (e) after the date of this Agreement, has, or has a direct or indirect parent company that has, (i)
become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator,
trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of
its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority
acting in such a capacity or (iii) become the subject of a Bail-In Action; provided, that a Lender shall not be a Defaulting
Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent
company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with
immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment
on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts
or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under
any one or more of clauses (a) through (e) above shall be conclusive and binding absent manifest error, and such Lender shall
be deemed to be a Defaulting Lender (subject to Section 2.22) upon delivery of written notice of such determination to the Borrower
Representative and each Lender.


“Designated Gross Amount”
has the meaning set forth in Section 2.24(b)(ii).


“Designated Net Amount”
has the meaning set forth in Section 2.24(b)(ii).


“Designated Non-Cash
Consideration” shall mean the fair market value of non-cash consideration received by the Parent or any other Subsidiary
of the Parent in connection with an Asset Disposition that is designated as Designated Non-Cash Consideration pursuant to a certificate
of the chief financial officer of the Parent setting forth the basis of such valuation, less the amount of cash or cash
equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.


“Discharge of Obligations”
means the payment in full in cash of all Obligations (other than contingent indemnification obligations not yet due and payable
and obligations under Hedge Agreements), the termination, expiration or cancellation of all Commitments.


“Disqualified Company”
means any operating company which is a direct competitor of the Group identified to the Administrative Agent in writing prior to
the Closing Date, and thereafter, upon the consent of the Administrative Agent (such consent not to be unreasonably withheld or
delayed), such additional bona fide operating companies which are direct competitors of the Group as may be identified in writing
to the Administrative Agent from time to time; provided, that the names of all Disqualified Companies shall be posted to
the Lenders.


“Disqualified Equity Interests”
means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible
or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily




    17 


     

    

redeemable (other than solely for Equity Interests
which are not otherwise Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at
the option of the holder thereof (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests),
in whole or in part, (c) provides for scheduled payments or dividends in cash or (d) is or becomes convertible into or exchangeable
for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the
date that is 91 days after the Tranche B Term Loan Maturity Date, except, in the case of clauses (a) and (b), if as a result of
a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of such a change of control
or asset sale event are subject to the prior payment in full of all Obligations and the termination of the Commitments.


“Disqualified Stock”
means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable,
in each case at the option of the holder of Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or
in part, on or prior to the date that is 91 days after the date on which the Term Loans mature. Notwithstanding the preceding sentence,
any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require
the Parent or any of its Subsidiaries to repurchase such Capital Stock upon the occurrence of a Change of Control or an Asset Disposition
will not constitute Disqualified Stock if the terms of such Capital Stock provide that the purchaser or such Subsidiary may not
repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section
6.04. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Agreement will be the maximum
amount that the purchaser and the Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption
provisions of, such Disqualified Stock, exclusive of accrued dividends.


“Dividing Person” has
the meaning assigned to it in the definition of “Division.”


“Division”
means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more
Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing
Person and pursuant to which the Dividing Person may or may not survive.


“Division Successor”
means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities
and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person
which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the
occurrence of such Division.


“Dollar Equivalent”
means, with respect to an amount denominated in Dollars, such amount, and with respect to an amount denominated in Euro or such
Other Foreign Currencies, the equivalent in Dollars of such amount determined at the Exchange Rate on the applicable Valuation
Date. In making the determination of the Dollar Equivalent for purposes of determining the aggregate available Revolving Commitments
on any Credit Date, the Administrative Agent shall use the Exchange Rate in effect at the date on which the applicable Borrower
requests the extension of credit for such Credit Date pursuant to the provisions of this Agreement.




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“Dollar Offer” has the
meaning set forth in Section 2.13(c)(i).


“Dollar Offer Loans”
has the meaning set forth in Section 2.13(c)(i).


“Dollar Tranche B Term Loan”
means a Tranche B Term Loan denominated in Dollars and made by a Lender to the U.S. Borrower, pursuant to Section 2.01(a).


“Dollar Tranche B
Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a Dollar Tranche B Term Loan, and “Dollar
Tranche B Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s
Dollar Tranche B Term Loan Commitment, if any, is set forth on Schedule 1.01(a) hereto or in the applicable Assignment Agreement,
subject to any adjustment or reduction pursuant to the terms and conditions hereof; provided, that the Administrative Agent
shall retain sole discretion to update such Schedule to accurately reflect the amount of such Lender’s Dollar Tranche B Term
Loan Commitment as of the Closing Date. The aggregate amount of the Dollar Tranche B Term Loan Commitments as of the Closing Date
is $2,500,000,000.


“Dollar Tranche B
Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount
of the Dollar Tranche B Term Loans of such Lender; provided, that at any time prior to the making of the Dollar Tranche
B Term Loans, the Dollar Tranche B Term Loan Exposure of any Lender shall be equal to such Lender’s Dollar Tranche B Term
Loan Commitment.


“Dollar Tranche B
Term Loan Maturity Date” means the earlier of (a) the eighth anniversary of the Closing Date (November 15, 2027) and
(b) the date on which all Dollar Tranche B Term Loans shall become due and payable in full hereunder, whether by acceleration or
otherwise.


“Dollar Tranche B Term Loan Note”
means a promissory note substantially in the form of Exhibit B-1, as it may be amended, restated, supplemented or otherwise modified
from time to time.


“Dollars” and the sign
 “$” mean the lawful money of the United States of America.


“DQ List” has the meaning
set forth in Section 10.06(j)(iv).


“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.




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“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.


“EIB Facility” has the
meaning set forth in Section 6.01(u).


“Eligible Assignee”
means (a) any Lender, (b) an Affiliate of any Lender, (c) a Related Fund (any two (2) or more Related Funds being treated as a
single Eligible Assignee for all purposes hereof), (d) any Person (other than a natural Person) that is engaged in making, purchasing,
selling, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business or (e) a European
Credit Management Limited (ECM) programme or other financial institution that is an “accredited investor” (as defined
in Regulation D under the Securities Act) with a credit rating of at least P-2 or A-2 from either Moody’s or S&P, respectively;
provided, that neither any Loan Party nor any Affiliate thereof, any Defaulting Lender, nor any Disqualified Company shall
be an Eligible Assignee, unless the Borrowers have consented in writing to such assignment to a Disqualified Company, in which
case such entity will not be considered a Disqualified Company for the purpose of such assignment.


“Employee Benefit
Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is sponsored, maintained
or contributed to by, or required to be contributed by, the Group or any of their respective ERISA Affiliates or with respect to
which the Group or any of their respective ERISA Affiliates has liability, contingent or otherwise, in each case, excluding any
Foreign Plan.


“Environmental Claim”
means any written notice, notice of violation, request for information, claim, action, suit, proceeding, demand, abatement order
or other order, decree or directive (conditional or otherwise) by any Governmental Authority or any other Person, arising (a) pursuant
to any Environmental Law, (b) in connection with any actual or alleged violation of, or liability pursuant to, any Environmental
Law, (c) in connection with any Hazardous Material, including the presence or Release of, or exposure to, any Hazardous Materials
and any abatement, removal, remedial, corrective or other response action related to Hazardous Materials or (d) in connection with
any actual or alleged damage, injury, threat or harm to health and safety (with respect to exposure to Hazardous Materials), natural
resources or the environment.


“Environmental Laws”
means any and all applicable current or future foreign or domestic, federal, state or local laws (including any common law), statutes,
ordinances, orders, rules, regulations, judgments or any other binding requirements of Governmental Authorities relating to or
imposing liability or standards of conduct with respect to (a) pollution or protection of the environment, (b) the generation,
use, storage, transportation or disposal of, or exposure to, Hazardous Materials; or (c) occupational safety and health, industrial
hygiene or the protection of human health (with respect to exposure to Hazardous Materials), in any manner applicable to any Group
Member or any Facility.


“Equity Interests” means
any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and




    20 


     

    

membership interests, and any and all warrants,
rights or options to purchase or other arrangements or rights to acquire any of the foregoing.


“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time, the regulations promulgated thereunder and any successor
thereto.


“ERISA Affiliate”
means, as applied to any Person, (a) any corporation which is a member of a controlled group of corporations within the meaning
of Section 414(b) of the Internal Revenue Code of which that Person is a member; (b) any trade or business (whether or not incorporated)
which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal
Revenue Code of which that Person is a member; and (c) solely for the purposes of Section 302 of ERISA and Section 412 of the Internal
Revenue Code, any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code
of which that Person, any corporation described in clause (a) above or any trade or business described in clause (b) above is a
member.


“ERISA Event”
means (a) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with
respect to any Pension Plan (excluding those for which the 30-day notice period referred to in Section 4043 of ERISA has been waived
by regulation); (b) the failure to meet the minimum funding standard of Sections 412 or 430 of the Internal Revenue Code or Section
302 or 303 of ERISA with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Internal Revenue
Code or Section 302(c) of ERISA) or the failure to make by its due date a required installment under Section 430(j) of the Internal
Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (c) the
provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such
Pension Plan in a distress termination described in Section 4041(c) of ERISA; (d) the withdrawal by any Group Member or any of
its ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting
in liability to any Group Member or any of its Affiliates pursuant to Section 4063 or 4064 of ERISA; (e) the institution by the
PBGC of proceedings to terminate any Pension Plan, or the appointment of a trustee to administer any Pension Plan; (f) the imposition
of liability on any Group Member or any of its ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the
application of Section 4212(c) of ERISA; (g) the withdrawal of any Group Member or any of its ERISA Affiliates in a complete or
partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan resulting in liability therefor
to any Group Member, or the receipt by any Group Member or any of its ERISA Affiliates of notice from any Multiemployer Plan that
it is in insolvency pursuant to Section 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or
4042 of ERISA; (h) the assertion of any material claim (other than routine claims for benefits) against any Pension Plan or the
assets thereof, or against any Group Member or any of its ERISA Affiliates in connection with any Pension Plan; (i) the imposition
of a Lien pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) of ERISA; (j) the occurrence of a non-exempt
 “prohibited transaction” with respect to which any Group Member is a “disqualified person” or a “party
in interest” (within the meaning of Section 4975 of the Internal Revenue Code or Section 406 of ERISA, respectively) or which
would reasonably be expected to result in material liability to any Group Member with respect to any Pension Plan or any other




    21 


     

    

Employee Benefit Plan intended to be qualified
under Section 401(a) of the Internal Revenue Code; or (k) the occurrence of any Foreign Plan Event.


“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.


“EU Lender” means (i) any
German Lender and (ii) any lender established under the laws of a member state of the European Union.


“EURIBOR Successor Rate”
has the meaning specified in Section 2.29(c).


“Euro”
or “€” means the single currency of the European Union as
constituted by the Treaty on European Union and as referred to in the legislative measures of the European Union for the introduction
of, changeover to or operation of the Euro in one or more member states, being in part legislative measures to implement the European
and Monetary Union as contemplated in the Treaty on European Union.


“Euro Equivalent”
means, with respect to an amount denominated in Euro, such amount, and with respect to an amount denominated in Dollars or any
Other Foreign Currency, the equivalent in Euro of such amount determined at the Exchange Rate on the applicable Valuation Date.
In making the determination of the Euro Equivalent for purposes of determining the aggregate available Revolving Commitments on
any Credit Date, the Administrative Agent shall use the Exchange Rate in effect at the date on which a Borrower requests the extension
of credit for such Credit Date pursuant to the provisions of this Agreement.


“Euro Offer” has the
meaning set forth in Section 2.13(c)(i).


“Euro Offer Loans” has
the meaning set forth in Section 2.13(c)(i).


“Euro Tranche B Term Loan”
means a Tranche B Term Loan denominated in Euros and made by a Lender to the Spanish Borrower pursuant to Section 2.01(a).


“Euro Tranche B Term
Loan Commitment” means the commitment of a Lender to make or otherwise fund a Euro Tranche B Term Loan, and “Euro
Tranche B Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s
Euro Tranche B Term Loan Commitment, if any, is set forth on Schedule 1.01(a) hereto or in the applicable Assignment Agreement,
subject to any adjustment or reduction pursuant to the terms and conditions hereof; provided, that the Administrative Agent
shall retain sole discretion to update such Schedule to accurately reflect the amount of such Lender’s Euro Tranche B Term
Loan Commitment as of the Closing Date. The aggregate amount of the Euro Tranche B Term Loan Commitments as of the Closing Date
is €1,360,000,000.


“Euro Tranche B Term
Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of
the Euro Tranche B Term Loans of such Lender; provided, that at any time prior to the making of the Euro Tranche B Term
Loans, the Euro Tranche B Term Loan Exposure of any Lender shall be equal to such Lender’s Euro Tranche B Term Loan Commitment.




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“Euro Tranche B Term
Loan Maturity Date” means the earlier of (a) the eighth anniversary of the Closing Date (November 15, 2027) and (b) the
date on which all Euro Tranche B Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.


“Euro Tranche B Term Loan Note”
means a promissory note substantially in the form of Exhibit B-2, as it may be amended, restated, supplemented or otherwise modified
from time to time.


“Eurocurrency Rate Loan”
means a Loan that bears interest at a rate based on clause (a) or clause (b) of the definition of “Adjusted Eurocurrency
Rate”.


“Eurocurrency Rate Revolving Loan”
means a Revolving Loan that is a Eurocurrency Rate Loan.


“Event of Default” means
any of the conditions or events set forth in Section 8.01.


“Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.


“Exchange Rate”
means the rate at which any currency (the “Original Currency”) may be exchanged into Dollars, Euro or another
currency (the “Exchanged Currency”), as set forth on such date on the relevant Bloomberg screen at or about
11:00 a.m. (London, England time) on such date. In the event that such rate does not appear on the Bloomberg screen, the “Exchange
Rate” with respect to such Original Currency into such Exchanged Currency shall be determined by reference to such other
publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower Representative
or, in the absence of such agreement, such “Exchange Rate” shall instead be the Administrative Agent’s spot rate
of exchange for the purchase by the Administrative Agent of such Original Currency with the Exchanged 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 may obtain such spot rate from another financial institution
reasonably designated by the Administrative Agent if the Administrative Agent does not have as of the date of determination a spot
buying rate for any such currency. For purposes of determining the Exchange Rate between Dollar and Euro in connection with the
calculation of Consolidated Net Total Debt, solely with respect to Section 6.04(e), the Exchange Rate between Dollars and Euro
shall be $1.05 per 1 Euro.


“Excluded Swap Obligation”
means, with respect to any Guarantor at any time, any obligation (a “Swap 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, 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 illegal at such time 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 at the time such guarantee or grant of a security interest becomes




    23 


     

    

effective with respect to such related Swap
Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only
to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes
excluded in accordance with the first sentence of this definition.


“Excluded Taxes”
means (a) any Tax imposed on the overall net income or net profits of a Person (including any branch profits or franchise tax or
minimum tax imposed in lieu thereof) (i) by the jurisdiction in which that Person is organized or in which that Person’s
applicable principal office (including, in the case of a Lender, its applicable lending office) is located or (ii) that is an Other
Connection Tax, (b) with respect to any Lender of a Loan to the U.S. Borrower, any U.S. federal withholding Tax imposed on amounts
payable to or for the account of such Lender with respect to an applicable interest in such Loan or Commitment pursuant to a law
in effect on the date which (i) Lender acquires such interest in such Loan or Commitment (other than pursuant to an assignment
requested under Section 2.23) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant
to Section 2.20, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such
Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) with respect to any Lender
of a Loan or Commitment to the Foreign Borrower, any Irish withholding Tax imposed on amounts payable to or for the account of
such Lender with respect to an applicable interest in such Loan or Commitment pursuant to a law in effect on the date which (i)
Lender acquires such interest in such Loan or Commitment (other than pursuant to an assignment requested under Section 2.23) or
(ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.20, amounts with respect
to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such
Lender immediately before it changed its lending office, (d) with respect to any Lender of a Loan or Commitment to the Spanish
Borrower, any withholding Tax imposed by the Kingdom of Spain on amounts payable to or for the account of such Lender with respect
to an applicable interest in such Loan pursuant to a law in effect on the date which (i) such Lender acquires such interest in
such Loan (other than pursuant to an assignment requested under Section 2.23) or (ii) such Lender changes its lending office, except
in each case to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Lender’s
assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office;
provided, that in either case, the relevant Spanish Loan Party has timely requested a tax residency certificate from such
Lender as provided under Section 2.20(c)(ii), (e) Taxes attributable to such Lender’s failure to comply with Section 2.20(c)
and (f) any U.S. federal withholding Taxes imposed under FATCA.


“Existing Grifols
Credit Agreement” means that certain Credit and Guaranty Agreement, dated as of January 31, 2017, among the Spanish Borrower,
the Foreign Borrower and the U.S. Borrower, as borrowers, certain subsidiaries of the Parent party thereto, the lenders party thereto
and Bank of America, N.A., as Administrative Agent, as amended as of April 15, 2019, and as further amended, restated, supplemented
or otherwise modified through the date hereof.


“Existing Revolving Commitments”
has the meaning set forth in Section 2.27(c)(ii).


“Existing Revolving Loans”
has the meaning set forth in Section 2.27(b)(i).




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“Existing Term Loans”
has the meaning set forth in Section 2.27(c)(ii).


“Extended Maturity Date”
has the meaning set forth in Section 2.27(a).


“Extended Revolving Commitments”
has the meaning set forth in Section 2.27(c)(ii).


“Extended Revolving Loans”
means Revolving Loans made by one or more Lenders to the Foreign Borrower pursuant to Section 2.27.


“Extended Term Loans”
has the meaning set forth in Section 2.27(c)(ii).


“Extension” has the meaning
set forth in Section 2.27(a).


“Extension Amendment”
has the meaning set forth in Section 2.27(e).


“Extension Offer” has
the meaning set forth in Section 2.27(a).


“Facility” means any
real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased,
operated or used by any Group Member or any of its predecessors or Affiliates.


“Fair Share” has the
meaning set forth in Section 7.02.


“Fair Share Contribution Amount”
has the meaning set forth in Section 7.02.


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


“FDA” has the meaning
set forth in Section 4.14(e).


“Federal Funds Effective
Rate” means for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher
1/100 of 1.00%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business
Day next succeeding such day; provided, that (a) if such day is not a Business Day, the Federal Funds Effective Rate for
such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day
shall be the average rate charged to the Administrative Agent, in its capacity as a Lender, on such day on such transactions as
determined by the Administrative Agent.




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“Fee Letter” means the
Fee Letter, dated as of October 25, 2019, by and among the Spanish Borrower, the Foreign Borrower, the U.S. Borrower and each of
the Arrangers, as amended.


“Financial Covenant”
means the covenant set forth in Section 6.07.


“Financial Officer
Certification” means, with respect to the financial statements for which such certification is required, the certification
of the chief financial officer of the Parent that such financial statements fairly present, in all material respects, the financial
condition of the Group at the dates indicated and the results of their operations and their cash flows for the periods indicated,
subject to changes resulting from audit and normal year-end adjustments.


“Fiscal Quarter” means
a fiscal quarter of any Fiscal Year.


“Fiscal Year” means the
fiscal year of the Group ending on December 31 of each calendar year.


“Fixed Charge Coverage
Ratio” means, with respect to any specified Person for any period, the ratio of the Consolidated Adjusted EBITDA of such
Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its
Subsidiaries incurs, assumes, guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital
borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed
Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated
giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase or redemption of Indebtedness, or such
issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom (including use on the Calculation
Date) as if the same had occurred at the beginning of the applicable four-quarter reference period; provided, that the Fixed
Charges of such Person attributable to interest on any Indebtedness under a revolving credit facility computed on a pro forma basis
will be computed based on the average daily balance of such Indebtedness during the four-quarter reference period and using the
interest rate in effect at the end of such period (taking into account any interest rate option, swap, cap or similar agreement
applicable to such Indebtedness).


In addition, for purposes of calculating
the Fixed Charge Coverage Ratio:


(a)       acquisitions
that have been made or are, on the Calculation Date, being made by the specified Person or any of its Subsidiaries, including
through mergers or consolidations, or any Person or any of its Subsidiaries acquired by (including acquisitions on the Calculation
Date) the specified Person or any of its Subsidiaries, and including any related financing transactions and including any increase
in ownership of Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior
to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference
period and Consolidated Adjusted EBITDA for such reference period will be calculated without giving effect to the deduction set
forth in the definition of “Consolidated Net Income”;




    26 


     

    

(b)       the
Consolidated Adjusted EBITDA attributable to discontinued operations, as determined in accordance with IFRS and operations or businesses
(and ownership interests therein) disposed of prior to the Calculation Date, will be excluded; and


(c)       the
Fixed Charges attributable to discontinued operations, as determined in accordance with IFRS and operations or businesses (and
ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations
giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Subsidiaries following the Calculation
Date;


provided, that whenever pro forma effect
is to be given to an acquisition or a disposition, the amount of income or earnings related thereto (including the incurrence of
any Indebtedness and any pro forma expense and cost reductions that have occurred or are reasonably expected to occur, regardless
of whether those expense and cost reductions could then be reflected in pro forma financial statements in accordance with Regulation
S-X promulgated under the Securities Act or any regulation or policy of the SEC related thereto) shall be reasonably determined
in good faith by one of the Parent’s responsible senior financial or accounting officers so long as such cost savings are
actually expected to be achieved within 12 months of such acquisition or disposition; provided further that any Run Rate
Amounts shall be determined in accordance with the determination set forth in the definition of “Consolidated Adjusted EBITDA”.


“Fixed Charges” means,
with respect to any specified Person for any period, the sum, without duplication, of:


(a)       the
consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued (including, without
limitation, amortization of original issue discount, non-cash interest payments, the interest component of all payments associated
with Capital Lease obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’
acceptance financings, and net of the effect of all payments made or received pursuant to Hedge Agreement obligations in respect
of interest rates); plus


(b)       the
consolidated interest expense of such Person and its Subsidiaries that was capitalized during such period; plus


(c)       any
interest actually paid on Indebtedness of another Person that is guaranteed by such Person or one of its Subsidiaries or secured
by a Lien on assets of such Person or one of its Subsidiaries, whether or not such guarantee or Lien is called upon; plus


(d)       the
product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person
or any of its Subsidiaries, other than (i) dividends on Equity Interests payable solely in Equity Interests of such Person (other
than Disqualified Stock) or to such Person or one of its Subsidiaries and (ii) dividends on any series of preferred stock of such
Person or any of its Subsidiaries where such dividends are also payable pro rata on common stock of such Person or any of its Subsidiaries,
times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal,
state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance
with IFRS.




    27 


     

    

“Flood Certificate” means
a “Standard Flood Hazard Determination Form” of the Federal Emergency Management Agency and any successor Governmental
Authority performing a similar function.


“Flood Insurance
Laws” means, collectively, (i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National
Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute
thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the
Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.


“Flood Program”
means the National Flood Insurance Program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the
Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004,
in each case as amended from time to time, and any successor statutes.


“Flood Zone” means areas
having special flood hazards as described in the National Flood Insurance Act of 1968, as amended from time to time, and any successor
statute.


“Foreign Currency
Equivalent” means, with respect to an amount denominated in any Other Foreign Currency, such amount, and with respect
to an amount denominated in Dollars or Euro, the equivalent in such Other Foreign Currency of such amount determined at the Exchange
Rate on the applicable Valuation Date.


“Foreign Borrower” has
the meaning specified in the preamble hereto.


“Foreign Law Security Documents”
means each of the Spanish Security Documents and the Irish Security Documents.


“Foreign Loan Party”
means any Loan Party other than a U.S. Loan Party.


“Foreign Pension Plan”
means any Foreign Plan which provides, or results in, retirement benefits in the form of contribution payments or benefit accrual,
and which plan is not subject to ERISA or the Internal Revenue Code.

“Foreign Plan” means
any material written employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by any Loan
Party or any of their respective Subsidiaries with respect to employees employed outside the United States.


“Foreign Plan Event”
means, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities materially 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, (b)
the failure in any material respect to make the required contributions or payments, under any applicable law, on or before the
due date for such contributions or payments, (c) the receipt of a notice from a Governmental Authority relating to the intention
to terminate any such Foreign Plan, which termination would reasonably be expected to give rise to liability for any Loan Party,
or alleging the insolvency of any such Foreign Plan, (d) the incurrence of liability by any Loan Party or any their respective
Subsidiaries under applicable law on account of the complete




    28 


     

    

or partial termination of such Foreign Plan
or the complete or partial withdrawal of any participating employer therein, (e) the occurrence of any material transaction that
is prohibited under any applicable law and that would reasonably be expected to result in the incurrence of any material liability
by any Loan Party or any of their respective Subsidiaries or (f) the imposition on any Loan Party or any of their respective Subsidiaries
of any material fine, excise tax or penalty resulting from any noncompliance with any applicable law.


“Foreign Subsidiary”
means any Subsidiary that is not organized under the laws of the United States of America, any State thereof or the District of
Columbia.


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


“Funding Guarantor” has
the meaning set forth in Section 7.02.


“GDS” means Grifols Diagnostic
Solutions Inc., a Delaware corporation.

“GDS Contributed Equity”
means the following Equity Interests of GDS owned by the Parent on the Closing Date: 40.0% of the issued and outstanding GDS Voting
Equity Interests and 50.0% of the issued and outstanding GDS Non-Voting Equity Interests.


“GDS Non-Voting Equity Interests”
means the Series B Common Stock in GDS, par value $0.0001 per share.


“GDS Retained Equity”
means the following Equity Interests of GDS owned by the Parent on the Closing Date: 60.0% of the issued and outstanding GDS Voting
Equity Interests and 50.0% of the issued and outstanding GDS Non-Voting Equity Interests that are not to be contributed to Shanghai
RAAS in connection with the Shanghai RAAS Transactions.


“GDS Voting Equity Interests”
means the Series A Common Stock in GDS, par value $0.0001 per share.


“German Lender” means
any Lender that qualifies as a resident party domiciled in Germany (Inländer) within the meaning of section 2 paragraph
15 of the German Foreign Trade Act (AuSenwirtschaftsgesetz).


“Governmental Authority”
means any federal, state, provincial, municipal, national, supranational or other government, governmental department, commission,
board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising
executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each
case whether associated with a state of the United States, the United States, a foreign entity or government, or a supranational
authority, including without limitation, the European Union.


“Governmental Authorization”
means any permit, license, authorization, certification, registration, approval, clearance, plan, directive, marking, consent order
or consent decree of or from any Governmental Authority.




    29 


     

    

“Group” means, collectively,
the Parent and its Restricted Subsidiaries and Unrestricted Subsidiaries.


“Group Member” means
the Parent or any of its Restricted Subsidiaries or Unrestricted Subsidiaries.


“Guaranteed Obligations”
has the meaning set forth in Section 7.01.


“Guarantor”
means the Spanish Borrower (solely in respect of the Obligations of the U.S. Borrower and the Foreign Borrower), the U.S. Borrower
(solely in respect of the Obligations of the Foreign Borrower and the Spanish Borrower), the Foreign Borrower (solely in respect
of the Obligations of the U.S. Borrower and the Spanish Borrower) and any other Person that joins this Agreement as a guarantor
pursuant to the terms hereof.


“Guarantor Release Request”
has the meaning set forth in Section 7.12.


“Guaranty” means the
guaranty of each Guarantor set forth in Article VII.


“Hazardous Materials”
means any pollutant, contaminant, chemical, waste, material or substance, exposure to which or Release of which is prohibited,
limited or regulated, by any Environmental Laws, including petroleum, petroleum products, asbestos, urea formaldehyde, radioactive
materials, polychlorinated biphenyls and toxic mold.


“Health Care Laws” has
the meaning set forth in Section 4.14(a).


“Hedge Agreement” means
an Interest Rate Agreement or a Currency Agreement in each case, whether exchange traded or over the counter, entered into with
a Lender Counterparty.


“Highest Lawful Rate”
means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received
under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws
which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.


“Historical Financial
Statements” means as of the Closing Date, (a) audited consolidated financial statements of the Parent consisting of balance
sheets and an income statement and statements of stockholders’ equity and cash flows for fiscal years ending December 31,
2016, December 31, 2017 and December 31, 2018 and an unqualified audit report relating thereto, (b) six-month consolidated financial
statements for the periods ending June 30, 2018 and June 30, 2019 that have been subject to limited review by the independent accountants
for the Parent and (c) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash
flows of the Parent, in each case for the fiscal quarter ended September 30, 2019, and, in the case of clauses (a), (b) and (c),
certified by the chief financial officer of the Parent that they fairly present, in all material respects, the financial condition
of the Parent as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject
to changes resulting from audit and normal year-end adjustments.




    30 


     

    

“IFRS” means, subject
to the limitations on the application thereof set forth in Section 1.02, International Financial Reporting Standards in effect
as of the date of determination thereof consistently applied.


“Impacted Loans” has
the meaning set forth in Section 2.29(a).


“Increased Amount Date”
has the meaning set forth in Section 2.25(a).


“Increased-Cost Lender”
has the meaning set forth in Section 2.23.


“Incremental Amount”
means, at any time, an amount not to exceed the sum of (i) the maximum amount of Incremental Revolving Commitments and Incremental
Term Loan Commitments that could be incurred at such time such that, on a pro forma basis as of the last day of the most recently
ended Fiscal Quarter after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, the Parent’s
Senior Secured Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered
in accordance with Section 5.01(c) hereof) as of such day shall not be greater than 4.50:1.00 (assuming that (x) all such Incremental
Revolving Commitments, all Additional Debt that is revolving Indebtedness incurred under Section 6.01(r) and all revolving Indebtedness
incurred under Section 6.01(k) and Section 6.01(w), are fully drawn and (y) the proceeds of such Incremental Revolving Commitments
or Incremental Term Loan Commitments are not included as unrestricted cash in the definition of “Consolidated Net Total
Debt”) (the “Ratio-Based Incremental Facility”); provided, that to the extent the proceeds of
any Incremental Revolving Loan or Incremental Term Loan are intended to be applied to finance a transaction that will be a Limited
Condition Acquisition, and if the applicable Borrower has made an LCA Election, compliance with clause (i) shall be determined
as of the LCA Test Date, plus (ii) $500,000,000 (the “Cash-Capped Incremental Facility”) plus (iii)
(x) (A) all voluntary prepayments of pari passu Term Loans made pursuant to Section 2.13(a) and (B) all repurchases of pari passu
Term Loans made pursuant to the terms hereof in an amount equal to the actual amount of cash utilized for such repurchase and
(y) voluntary prepayments of Revolving Loans made pursuant to Section 2.13(a) to the extent accompanied by a corresponding, permanent
reduction in the Revolving Commitments pursuant to Section 2.13(b), in each case, to the extent not funded with the proceeds of
long term Indebtedness (the “Prepayment-Based Incremental Facility”).


At the applicable Borrower’s
option, the applicable Borrower shall be deemed to have used amounts under the Ratio-Based Incremental Facility (to the extent
compliant therewith), prior to utilization of the Prepayment-Based Incremental Facility and the Cash-Capped Incremental Facility,
and the applicable Borrower shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the
Cash-Capped Incremental Facility,


Incremental Term Loans and
Incremental Revolving Loans may be incurred under the Ratio-Based Incremental Facility (to the extent compliant therewith), the
Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized
in a single transaction or series of related transactions by, at the applicable Borrower’s option, first calculating the
incurrence under the Ratio-Based Incremental Facility (without inclusion of any amounts substantially concurrently utilized pursuant
to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility) and then calculating




    31 


     

    

the incurrence under the Prepayment-Based Incremental
Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the
incurrence under the Cash-Capped Incremental Facility.


“Incremental Dollar Tranche B Term
Loan Commitments” has the meaning set forth in Section 2.25(a).


“Incremental Euro Tranche B Term
Loan Commitments” has the meaning set forth in Section 2.25(a).


“Incremental Revolving Commitments”
has the meaning set forth in Section 2.25(a).


“Incremental Revolving Loan”
has the meaning set forth in Section 2.25(b).


“Incremental Revolving Loan Exposure”
means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Incremental Revolving
Loans of such Lender.


“Incremental Revolving Loan Lender”
has the meaning set forth in Section 2.25(a).


“Incremental Term Loan”
has the meaning set forth in Section 2.25(c).


“Incremental Term Loan Commitments”
means the Incremental Dollar Tranche B Term Loan Commitments and/or the Incremental Euro Tranche B Term Loan Commitments, as applicable.


“Incremental Term Loan Exposure”
means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Incremental Term Loans
of such Lender.


“Incremental Term Loan Lender”
has the meaning set forth in Section 2.25(a).


“Incremental Term Loan Maturity
Date” means the date on which Incremental Term Loans of a Series shall become due and payable in full hereunder, as specified
in the applicable Joinder Agreement, including by acceleration or otherwise.


“Incremental Tranche
B Term Loan” means an Incremental Term Loan that is any of (i) an increase to the Tranche B Term Loans made on the Closing
Date, (ii) an increase to a prior Series of Incremental Tranche B Term Loans or (iii) a new Series of Incremental Tranche B Term
Loans.


“Incremental Tranche B Term Loan
Note” means a promissory note in the form of Exhibit B-4, as it may be amended, restated, supplemented or otherwise modified
from time to time.

“Indebtedness” means,
as applied to any Person, without duplication, (a) all indebtedness for borrowed money to the extent such indebtedness would be
considered




    32 


     

    

indebtedness for borrowed money in accordance
with IFRS; (b) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance
sheet in conformity with IFRS; (c) notes payable and drafts accepted representing extensions of credit whether or not representing
obligations for borrowed money; (d) any obligation owed for all or any part of the deferred purchase price of property or services,
including any earn-out obligations (excluding any such obligations incurred under ERISA), which purchase price is (i) due more
than twelve (12) months from the date of incurrence of the obligation in respect thereof or (ii) evidenced by a note or similar
written instrument; (e) all indebtedness (excluding prepaid interest thereon) secured by any Lien on any property or asset owned
or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse
to the credit of that Person; provided, that any Indebtedness pursuant to this clause (e) shall in each case be limited
to the lower of the amount of the indebtedness secured and the fair market value of the property or asset; (f) the face amount
of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement
of drawings; (g) Disqualified Equity Interests; (h) the direct or indirect guaranty, endorsement (otherwise than for collection
or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the
obligation of another; (i) all net obligations of such Person in respect of any exchange traded or over the counter derivative
transaction, including any Interest Rate Agreement and any Currency Agreement, in each case, whether entered into for hedging or
speculative purposes; provided, that in no event shall obligations under any derivative transaction be deemed “Indebtedness”
for any purpose under Section 6.07 unless such obligations relate to a derivatives transaction which has been terminated; (j) the
full outstanding balance of trade receivables, notes or other instruments sold with full recourse (and the portion thereof subject
to potential recourse, if sold with limited recourse), other than in any such case any portion thereof sold solely for purposes
of collection of delinquent accounts; and (k) any Contingent Liability with respect to the foregoing. The Indebtedness of any Person
shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or
limited liability company) in which such Person is a general partner or joint venturer, unless such Indebtedness is expressly made
non-recourse to such Person.


“Indemnified Liabilities”
means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims
(including Environmental Claims), actions, judgments, suits, costs (including the costs of any investigation, study, sampling,
testing, abatement, cleanup, removal, remediation or other necessary response action, in ease case required under Environmental
Law, related to the Release or presence of any Hazardous Materials), expenses and disbursements of any kind or nature whatsoever,
including reasonable and documented out-of-pocket fees, charges and disbursements of counsel for an Indemnitee (including any of
the foregoing in connection with any investigative, administrative or judicial proceeding or hearing commenced or threatened by
any Group Member, its Affiliates or any other Person, whether or not any such Indemnitee shall be designated as a party or a potential
party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct or indirect and whether
based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes,
rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed
on, incurred by, or asserted against any such Indemnitee by any Person (including the Borrowers or any Loan Party), other than
any proceeding that does not involve an act or omission by a Loan Party or any of its affiliates and that is brought by an Indemnitee
against any other




    33 


     

    

Indemnitee (other than any claims against an
Indemnitee in its capacity or in fulfilling its role as an Agent, Arranger or any similar role in respect of the Loans), in any
manner relating to or arising out of, in connection with or as a result of (a) this Agreement or the other Loan Documents or any
agreement or instrument contemplated hereby or thereby or the transactions contemplated hereby or thereby , the performance by
the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby
or thereby, or, in the case of the Administrative Agent (and any sub agent thereof) and its Related Parties only, the administration
of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 2.20) (including the Lenders’
agreement to make Credit Extensions, the syndication of the credit facilities provided for herein or the use or intended use of
the proceeds thereof, or any enforcement of any of the Loan Documents (including any sale of, collection from, or other realization
upon any of the Collateral or the enforcement of the Guaranty)); (b) any fee or engagement letter delivered by any Agent or any
Lender to the Parent and/or any Borrower with respect to the transactions contemplated by this Agreement; (c) any Environmental
Claim relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice
of any Group Member; (d) any Loan or the use or proposed use of proceeds thereof; or (e) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought
by a third party or by the Borrowers or any other Loan Party, and regardless of whether any Indemnitee is a party thereto.


“Indemnified Taxes” means
any 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 10.03(a).


“Installment” has the
meaning set forth in Section 2.12(a).


“Intellectual Property”
means all intellectual property (and the collective reference to all rights, priorities and privileges relating thereto), whether
arising under the United States, multinational or foreign laws or otherwise, including without limitation, Copyrights, Copyright
Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses, Trade Secrets, and Trade Secret Licenses (as each such term
is defined in the U.S. Pledge and Security Agreement), and the right to sue or otherwise recover for any past, present and future
infringement, dilution, misappropriation, or other violation or impairment thereof, including the right to receive all proceeds
therefrom, including without limitation license fees, royalties, income, payments, claims, damages and proceeds of suit, now or
hereafter due and/or payable with respect thereto.


“Intellectual Property Asset”
means, at the time of determination, any interest (fee, license or otherwise) then owned by any Loan Party in any Material Intellectual
Property.


“Intellectual Property Security
Agreements” has the meaning set forth in the U.S. Pledge and Security Agreement.


“Interest Payment Date”
means with respect to (a) any Loan that is a Base Rate Loan, each March 31, June 30, September 30 and December 31 of each year,
commencing on




    34 


     

    

December 31, 2019, and the final maturity date
of such Loan (or if such date is not a Business Day, the immediately preceding Business Day); and (b) any Loan that is a Eurocurrency
Rate Loan, the last day of each Interest Period applicable to such Loan; provided, that in the case of each Interest Period
of longer than three (3) months “Interest Payment Date” shall also include each date that is three (3) months, or an
integral multiple thereof, after the commencement of such Interest Period.


“Interest Period”
means, in connection with a Eurocurrency Rate Loan, an interest period of one, two, three or six months (or, (x) if available to
all of the applicable Lenders, twelve months, or (y) if agreed to by the Administrative Agent in its sole discretion, such other
period less than one month), as selected by the applicable Borrower in the applicable Borrowing Notice or Conversion/Continuation
Notice, (a) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; and (b) thereafter,
commencing on the day on which the immediately preceding Interest Period expires; provided, that (i) if an Interest Period
would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day
unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding
Business Day; (ii) any Interest Period in respect of a Eurocurrency Rate Loan that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period)
shall, subject to clauses (iii) and (iv) of this definition, end on the last Business Day of a calendar month; (iii) no Interest
Period with respect to any portion of any Class of Term Loans shall extend beyond such Class’s Term Loan Maturity Date; and
(iv) no Interest Period with respect to any portion of any Revolving Loans shall extend beyond the Revolving Commitment Termination
Date.


“Interest Rate Agreement”
means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement
or other similar agreement or arrangement whether exchange traded or over the counter derivative transaction, each of which is
for the purpose of hedging the interest rate exposure associated with the operations of the Group and not for speculative purposes.


“Interest Rate Determination Date”
means, with respect to any Interest Period, the date that is two (2) Business Days prior to the first day of such Interest Period.


“Internal Revenue Code”
means the Internal Revenue Code of 1986, as amended to the Closing Date and from time to time hereafter, and any successor statute.


“Investment”
means (a) any direct or indirect purchase or other acquisition by any Group Member, or of a beneficial interest in, any of the
Securities of any other Person (other than a Guarantor); (b) any direct or indirect redemption, retirement, purchase or other acquisition
for value, by any Subsidiary of the Parent from any Person (other than the Parent or any Guarantor), of any Equity Interests of
such Person; (c) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses,
drawing accounts and similar expenditures in the ordinary course of business) or capital contributions by any Group Member to any
other Person (other than the Parent or any Guarantor), including all indebtedness and accounts receivable from that other Person
that are not current assets or did not arise from sales to that other Person in the ordinary course of business and (d) all investments
consisting of any exchange traded




    35 


     

    

or over-the-counter derivative transaction,
including any Interest Rate Agreement and Currency Agreement, whether entered into for hedging or speculative purposes. The amount
of any Investment of the type described in clauses (a), (b) or (c) shall be the original cost of such Investment plus the cost
of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs
with respect to such Investment.


“Irish Qualifying Lender”
means a Lender or participant which is beneficially entitled to interest payable to that Lender or participant under this Agreement
and is:


(a)       a
company (within the meaning of Section 246 of the TCA):


(i)       which
by virtue of the law of a Relevant Territory is resident for corporate income Tax purposes in that Relevant Territory, and that
Relevant Territory imposes a Tax which generally applies to interest receivable in that territory from sources outside that territory;
or


(ii)       where
the interest paid to it under this Agreement:


(A)       is
exempted from the charge to Irish income tax pursuant to the terms of a double taxation treaty entered into between Ireland and
another jurisdiction that is in force on the date the relevant interest is paid; or


(B)       would
be exempted from the charge to Irish income tax pursuant to the terms of a double taxation treaty entered into between Ireland
and another jurisdiction signed on or before the date on which the relevant interest is paid but not in force on that date, if
that treaty had the force of law by virtue of Section 826(1) of the TCA on that date;


except,
in the case of both clauses (i) and (ii), where such interest is paid to that company in connection with a trade or business which
is carried on through a branch or agency in Ireland;


(b)       a
U.S. corporation that is incorporated in the United States, and is subject to U.S. federal income tax on its worldwide income,
provided, that such U.S. corporation does not provide its commitment in connection with a trade or business which is carried
on in Ireland through a branch or agency in Ireland;


(c)       a
U.S. LLC, where the ultimate recipients of the interest payable to that LLC satisfy the requirements set out in clause (a) or
(b) above and the business conducted through the LLC is so structured for market reasons and not for tax avoidance purposes, provided,
that such LLC and the ultimate recipients of the relevant interest do not provide their commitment in connection with a trade
or business which is carried on in Ireland through a branch or agency in Ireland;


(d)       an Irish Treaty Lender;




    36 


     

    

(e)       a
bank within the meaning of Section 246 of the TCA which is carrying on a bona fide banking business in Ireland for the purposes
of Section 246(3)(a) of the TCA and the office through which it will perform its obligations under this Agreement is located in
Ireland;


(f)       an
authorized credit institution under the terms of Directive 2013/36/EU and has duly established a branch in Ireland having made
all necessary notifications to its home state competent authorities required thereunder in relation to its intention to carry
on banking business in Ireland and such credit institution is recognized by the Revenue Commissioners in Ireland as carrying on
a bona fide banking business in Ireland (for the purposes of Section 246(3) of the TCA) and the office through which it will perform
its obligations under this Agreement is located in Ireland;


(g)       a
company (within the meaning of Section 246 of the TCA);


(i)       which
advances money in the ordinary course of a trade which includes the lending of money; and


(ii)       in
whose hands any interest payable in respect of money so advanced is taken into account in computing the trading income of that
company; and


(iii)       which
has complied with the notification requirements set out in Section 246(5) of the TCA;


(h)       a
qualifying company (within the meaning of Section 110 of the TCA) provided the interest is paid in Ireland;


(i)       an
exempt approved scheme within the meaning of section 774 TCA provided the interest is paid in Ireland; or


(j)       an
investment undertaking (within the meaning of Section 739B of the TCA) provided the interest is paid in Ireland.


“Irish Security Documents”
means the Irish law governed security documents to be entered into by any Loan Party creating or expressed to create a security
over all or any part of the assets or Equity Interests of the Foreign Borrower in respect of the Obligations of each Loan Party
under the Loan Documents.


“Irish Treaty Lender”
means a Lender which is treated as a resident of a Treaty State for the purposes of a Treaty and does not carry on a business in
Ireland through a permanent establishment (as defined in the relevant treaty) with which that Lender’s participation in this
Agreement is effectively connected, which subject to the completion of procedural formalities is entitled to be paid interest without
the deduction of Irish tax under that Treaty.


“Joinder Agreement” means
a joinder agreement in a form acceptable to the applicable Borrower and the Administrative Agent pursuant to which Incremental
Term Loan Commitments and Incremental Revolving Commitments may be effected pursuant to Section 2.25.




    37 


     

    

“Joint Venture” means
a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided,
that in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.


“Judgment Currency” has
the meaning set forth in Section 10.25.


“Junior Intercreditor
Agreement” means a “junior lien” intercreditor agreement among the Administrative Agent and the holders of
Permitted Junior Secured Refinancing Debt or the Senior Refinancing Notes (or their representative), as applicable, in form and
substance reasonably satisfactory to the Administrative Agent. The Junior Intercreditor Agreement will be in a customary form for
a secured New York law governed transaction. Additional provisions will be included to address additional classes of creditors
consistent with European LMA-style intercreditor agreements governed by English law. Provisions governed by English law will be
included to address matters such as enforcement, release, turnover, standstill, sharing and restructuring/insolvency outside of
a Chapter 11 process.


“JV Equity Acquisition
Debt” means Indebtedness of a Loan Party incurred in connection with an investment permitted hereunder, (a) the use of
proceeds of which is solely to purchase Equity Interests in (i) a Joint Venture (whether a Loan Party had any Equity Interests
in such Joint Venture prior to such acquisition or after giving effect thereto) or (ii) a Person that was a Joint Venture after
the Closing Date at any time prior to the incurrence of such Indebtedness, and to pay related fees and expenses; and (b) if secured,
the Liens securing such Indebtedness are not Liens on any Collateral.


“LCA Election” means
a Borrower’s election to treat a specified acquisition as a Limited Condition Acquisition.


“LCA Test Date” has the
meaning set forth in Section 1.07.


“Lender” means each financial
institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment
Agreement.


“Lender Counterparty”
means each Lender, each Agent, each Arranger and each of their respective Affiliates counterparty to a Hedge Agreement (including
any Person who is an Agent or a Lender (and any Affiliate thereof) as of the Closing Date but subsequently, whether before or after
entering into a Hedge Agreement, ceases to be an Agent, a Lender or an Arranger, as the case may be), whether such Hedge Agreement
is entered into before or after the Closing Date.


“Leverage Ratio” means
the ratio as of the last day of any Fiscal Quarter of (a) Consolidated Net Total Debt as of such day to (b) Consolidated Adjusted
EBITDA for the four-Fiscal Quarter period ending on such date.


“LIBOR Successor Rate”
has the meaning specified in Section 2.29(c).


“Lien” means (a) any
lien, mortgage, pledge, assignment or transfer for security purpose, security interest, charge or encumbrance of any kind (including
any agreement to give any of the foregoing, any conditional sale or other title (or extended title) retention agreement, and




    38 


     

    

any lease or license in the nature thereof)
and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (b) in the case
of Securities, any purchase option, call or similar right of a third party with respect to such Securities.


“Limited Condition Acquisition”
means any acquisition or investment permitted hereunder by Parent or one or more of its Subsidiaries whose consummation is not
conditioned on the availability of, or on obtaining, third party financing.


“Loan”
means a Tranche B Term Loan, a Revolving Loan, an Incremental Term Loan and an Incremental Revolving Loan, which (a) in the case
of Loans denominated in Dollars, may be a Base Rate Loan or a Eurocurrency Rate Loan and (b) in the case of Loans denominated in
Euro or any Other Foreign Currency, shall be a Eurocurrency Rate Loan.


“Loan Document”
means any of this Agreement, the Notes, if any, the Security Documents, any Joinder Agreement, Extension Amendment or Refinancing
Amendment, any intercreditor agreements or subordination agreement, and all other documents, instruments or agreements executed
and delivered by a Loan Party for the benefit of any Agent or any Lender in connection herewith on or after the Closing Date (including,
without limitation, the Fee Letter).


“Loan Party” means each
Borrower and each Guarantor.


“Loan Party Products”
has the meaning set forth in Section 4.14(f).


“Material Adverse
Effect” means the existence of events, conditions and/or contingencies that have had or are reasonably likely to have
(i) a material adverse effect on the business, operations, properties, assets or financial condition of the Group, taken as a whole,
or (ii) a material impairment of the validity or enforceability of, or a material impairment of the material rights, remedies or
benefits available to, the Lenders, the Administrative Agent or the Collateral Agent under any Loan Document.


“Material Contract”
means any contract, license, co-existence agreement, covenant, instrument or other arrangement to which any Group Member is a party
(other than the Loan Documents) for which breach, non-performance, cancellation or failure to renew could reasonably be expected
to have a Material Adverse Effect.


“Material Indebtedness”
means Indebtedness (other than the Loans) of any one or more of the Group Members in an individual principal amount (or Net Mark-to-Market
Exposure) of $300,000,000 or more.


“Material Intellectual Property”
means any Intellectual Property that is material to the business of any Group Member.


“Material Real Estate
Asset” means any fee-owned Real Estate Asset located in the United States having an acquisition cost thereof in excess
of $200,000,000 as of the date of the acquisition thereof; provided, that notwithstanding the foregoing, each of the properties
listed on Schedule 4.12 that is identified as a Material Real Estate Asset as of the Closing Date (after giving pro forma effect
to the Transactions) shall be deemed to be a Material Real Estate Asset.




    39 


     

    

“MFN Provision” has the
meaning set forth in Section 2.25(e).


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


“Mortgage” means one
or more instruments of mortgage or deeds of trust substantially in the form of Exhibit H, as it may be amended, restated, supplemented
or otherwise modified from time to time.


“Mortgaged Property”
has the meaning set forth in Section 5.13.


“Multiemployer Plan”
means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) or Section 4001(a)(3) of
ERISA.


“NAIC” means The National
Association of Insurance Commissioners, and any successor thereto.


“Narrative Report”
means, with respect to the financial statements for which such narrative report is required, a narrative report describing the
operations of the Group in the form prepared for presentation to senior management thereof for the applicable month, Fiscal Quarter
or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial
statements relate.


“Net Cash Proceeds”
means (a) with respect to any Asset Disposition, an amount equal to: (i) cash payments (including any cash received by way of deferred
payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by any Group
Member from such Asset Disposition, minus (ii) any bona fide costs incurred in connection with such Asset Disposition, including
(A) income or gains taxes payable by the seller as a result of any gain recognized in connection with such Asset Disposition, (B)
payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans)
that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result
of such Asset Disposition and (C) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s
indemnities and representations and warranties to purchaser in respect of such Asset Disposition undertaken by any Group Member
in connection with such Asset Disposition; (b) (i) any cash payments or proceeds received by any Group Member (A) under any casualty
insurance policy in respect of a covered loss thereunder or (B) as a result of the taking of any assets of any Group Member by
any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser
with such power under threat of such a taking, minus (ii) (A) any actual and reasonable costs incurred by any Group Member
in connection with the adjustment or settlement of any claims of such Group Member in respect thereof, and (B) any bona fide direct
costs incurred in connection with any sale of such assets as referred to in the preceding clause (b)(i)(B), including income taxes
payable as a result of any gain recognized in connection therewith; (c) with respect to any issuance or incurrence of Indebtedness
(other than in connection with a Qualified Securitization Financing) or any sale of Equity Interests, the cash proceeds thereof,
net of underwriting discounts and commissions and other costs and expenses associated therewith, including legal fees and expenses;
and (d) with respect to any issuance or incurrence of Indebtedness in connection with a Qualified Securitization Financing, the
cash proceeds thereof,




    40 


     

    

net of any related Securitization Fees and other
costs and expenses associated therewith, including legal fees and expenses, received directly or indirectly from time to time in
connection with such Qualified Securitization Financing from Persons that are not Securitization Subsidiaries, including any such
cash proceeds received in connection with an increase in the outstanding program or facility amount with respect to such Qualified
Securitization Financing, but excluding any cash collections from the Securitization Assets backing such Qualified Securitization
Financing that are reinvested (or deemed to be reinvested) by such Persons in additional Securitization Assets without any increase
in the Indebtedness outstanding in connection with such Qualified Securitization Financing.


“Net Cash Proceeds of a Casualty
Event” means any Net Cash Proceeds of the type described in clause (b) of the definition thereof.


“Net Mark-to-Market
Exposure” of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized
profits of such Person arising from Hedge Agreements or other Indebtedness of the type described in clause (k) of the definition
thereof. As used in this definition, “unrealized losses” means the fair market value of the cost to such Person of
replacing such Hedge Agreement or such other Indebtedness as of the date of determination (assuming the Hedge Agreement or such
other Indebtedness were to be terminated as of that date), and “unrealized profits” means the fair market value of
the gain to such Person of replacing such Hedge Agreement or such other Indebtedness as of the date of determination (assuming
such Hedge Agreement or such other Indebtedness were to be terminated as of that date).


“Non-Consenting Lender”
has the meaning set forth in Section 2.23.


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


“Non-Public Information”
means information which has not been disseminated in a manner making it available to investors generally, within the meaning of
Regulation FD.


“Non-U.S. Lender” has
the meaning set forth in Section 2.20(c)(iv).


“Note” means a Dollar
Tranche B Term Loan Note, a Euro Tranche B Term Loan Note, an Incremental Tranche B Term Loan Note or a Revolving Loan Note.


“Notes Collateral Agent”
means The Bank of New York Mellon, London Branch.


“Notice” means a Borrowing
Notice or a Conversion/Continuation Notice.


“Obligations”
means all obligations of every nature of each Loan Party, including obligations from time to time owed to Agents (including former
Agents), the Arrangers, Bookrunners, Lenders or any of them and Lender Counterparties, under any Loan Document or Hedge Agreement,
Cash Management Agreement or Treasury Transaction whether for principal, interest (including interest which, but for the filing
of a petition in bankruptcy with respect to such Loan Party, would have accrued on any Obligation, whether or not a claim is allowed
against such Loan Party for such interest in the related bankruptcy proceeding), payments for early termination




    41 


     

    

of Hedge Agreements, fees, expenses, indemnification
or otherwise, excluding, with respect to any Guarantor, Excluded Swap Obligations with respect to such Guarantor.


“Obligee Guarantor” has
the meaning set forth in Section 7.07.


“OFAC” means the Office
of Foreign Assets Control of the U.S. Department of the Treasury.


“Offer” has the meaning
set forth in Section 2.13(c)(i).


“Offer Loans” has the
meaning set forth in Section 2.13(c)(i).


“Organizational Documents”
means with respect to any Person all formation, organizational and governing documents, instruments and agreements, including (a)
with respect to any corporation, its certificate or articles of incorporation or organization, its by-laws, any memorandum of incorporation
or other constitutional documents, (b) with respect to any limited partnership, its certificate of limited partnership and its
partnership agreement, (c) with respect to any general partnership, its partnership agreement and (d) with respect to any limited
liability company, its certificate of incorporation, certificate of incorporation or formation (and any amendments thereto) on
change of name (if any), its memorandum and articles of association (if any), its articles of organization (if any), the shareholders’
list (if any) and its limited liability company agreement or operating agreement. In the event any term or condition of this Agreement
or any other Loan Document requires any Organizational Document to be certified by a secretary of state or similar governmental
official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified
by such governmental official.


“Other Applicable Indebtedness”
has the meaning set forth in Section 2.15(b).


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


“Other Foreign Currency”
means any lawful currency (other than Euro or Dollars) approved by, in the case of any borrowing of Revolving Loans, all of the
Lenders holding Revolving Commitments; provided, in each case that such currency is freely available, freely transferable
and freely convertible into Dollars.


“Other Refinancing Commitments”
means the Other Refinancing Revolving Commitments and the Other Refinancing Term Commitments.


“Other Refinancing Loans”
means the Other Refinancing Revolving Loans and the Other Refinancing Term Loans.




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“Other Refinancing Revolving Commitments”
means one or more Classes of Revolving Commitments hereunder or Extended Revolving Commitments that result from a Refinancing Amendment.


“Other Refinancing Revolving Loans”
means the Revolving Loans made pursuant to any Other Refinancing Revolving Commitment.


“Other Refinancing Term Commitments”
means one or more Classes of Term Loan Commitments hereunder that result from a Refinancing Amendment.


“Other Refinancing Term Loans”
means one or more Classes of Term Loans that result from a Refinancing Amendment.


“Other Taxes”
means any and all present or future stamp, notarization, registration, or documentary Taxes or any other excise or property Taxes,
charges or similar levies (and interest, fines, penalties and additions related thereto) arising from any payment made hereunder
or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except
any Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section
2.23).


“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 in accordance with banking industry rules on interbank compensation,
and (b) with respect to any amount denominated in Euro or Other Foreign Currency, the rate of interest per annum at which overnight
deposits in the applicable Euro or Other Foreign 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 the Administrative Agent in the applicable
offshore interbank market for such currency to major banks in such interbank market.


“Parent” has the meaning
specified in the preamble hereto.


“Pari Passu Intercreditor
Agreement” means a “pari passu” intercreditor agreement among the Administrative Agent and the holders of
the EIB Facility (or their representative), the Senior Secured Notes (or their representative), Permitted Pari Passu Secured Refinancing
Debt (or their representative) and/or the Senior Refinancing Notes (or their representative), as applicable, in form and substance
reasonably satisfactory to the Administrative Agent. The Pari Passu Intercreditor Agreement will be in a customary form for a secured
New York law governed transaction. Additional provisions will be included to address additional classes of creditors consistent
with European LMA-style intercreditor agreements governed by English law. Provisions governed by English law will be included to
address matters such as enforcement, release, turnover, standstill, sharing and restructuring/insolvency outside of a Chapter 11
process. The Closing Date Intercreditor Agreement shall constitute a Pari Passu Intercreditor Agreement.


“Participant Register”
has the meaning set forth in Section 10.06(h)(iv).


“Patents” has the meaning
set forth in the U.S. Pledge and Security Agreement.




    43 


     

    
“PATRIOT Act” means the
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub.
L. 107-56, signed into law October 26, 2001, as amended from time to time.


“PBGC” means the Pension
Benefit Guaranty Corporation or any successor thereto.


“Pension Plan” means
any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 or Section 430 of the Internal Revenue
Code or Section 302 or Section 303 of ERISA.


“Perfection Certificate”
means a certificate in form satisfactory to the Collateral Agent that provides information with respect to the personal or mixed
property of each Loan Party.


“Permitted Acquisition”
means any acquisition by the Parent or any of its Wholly-Owned Subsidiaries, whether by purchase, merger, exclusive inbound license,
transfer of rights under Copyright or otherwise, of Equity Interests in, or all or substantially all of the assets of (or all or
substantially all of the assets constituting a business line or unit or a division of), any Person; provided, that:


(a)       immediately
prior to, and after giving effect thereto, no Event of Default shall have occurred and be continuing or would result therefrom;
provided, that in connection with a Limited Condition Acquisition, compliance with this clause (a) shall be determined as
of the LCA Test Date and no Specified Event of Default shall have occurred and be continuing on the date such Permitted Acquisition
is consummated;


(b)       all
transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and
in conformity with all applicable Governmental Authorizations;


(c)       in
the case of the acquisition of Equity Interests in a Person, such Person shall, upon the consummation of such acquisition, be a
Restricted Subsidiary and the Parent shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary of
the Parent, each of the actions set forth in Sections 5.12, 5.13 and/or 5.14, as applicable;


(d)       any
Person or assets or division as acquired in accordance herewith shall be in the same business or lines of business in which the
Group was engaged as of the Closing Date or any business reasonably similar, related, complementary or ancillary thereto;


(e)       if
such acquisition is of a Person that will not be a Loan Party after giving effect to the acquisition thereof, the Leverage Ratio
(determined for any such period by reference to the most recent Compliance Certificate delivered in accordance with Section 5.01(c)
hereof) shall not be greater than 5.50:1.00 as of the last day of the most recently ended fiscal quarter calculated on a pro forma
basis after giving effect to such acquisition as of the last day of the Fiscal Quarter most recently ended; provided, that
to the extent such proceeds are intended to be applied to finance a Limited Condition Acquisition, if a Borrower has made an LCA
Election, the Leverage Ratio shall be tested on the date of the execution of the Limited Condition Acquisition agreement; and




    44 


     

    

(f)       the
Borrower Representative shall have delivered to the Administrative Agent at least three (3) Business Days (or such shorter time
as may be agreed by the Administrative Agent) prior to such proposed acquisition where the value of the consideration to be paid
by the Parent or any of its Wholly-Owned Subsidiaries exceeds $750,000,000, (A) if applicable pursuant to clause (e) above, a Compliance
Certificate delivered in accordance with Section 5.01(c) evidencing compliance with such clause (e) above (B) all other relevant
financial information with respect to such acquired assets, including the aggregate consideration for such acquisition and any
other information required to demonstrate compliance with clause (e) above, if applicable and (C) promptly upon request by the
Administrative Agent, quarterly and annual financial statements of the Person whose Equity Interests or assets are being acquired
for the twelve-month period immediately prior to such proposed Permitted Acquisition, including any audited financial statements
that are available.


“Permitted Dividend”
means any dividends declared or paid to the shareholders of the Parent in accordance with the terms of this Agreement.


“Permitted Holders” means,
collectively, the members of the Grifols family, holding directly or indirectly.


“Permitted Junior
Secured Refinancing Debt” means secured Indebtedness incurred by the applicable Borrower in the form of one or more series
of second lien (or other junior lien) secured notes or second lien (or other junior lien) secured loans; provided, that
(i) such Indebtedness is secured by the Collateral on a second priority (or other junior priority) basis to the Liens securing
the Obligations and is not secured by any property or assets of the Parent or any Subsidiary other than the Collateral, (ii) such
Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (iii) such Indebtedness does not mature or have scheduled amortization
or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligations
(other than customary offers to repurchase upon a change of control or asset sale, in each case, after giving effect to such offers
under this Agreement) prior to 91 days after the latest maturity date of any Term Loans or any Permitted Pari Passu Secured Refinancing
Debt at the time such Indebtedness is incurred, (iv) the security documents relating to such Indebtedness are substantially the
same as the Security Documents, (v) such Indebtedness is not at any time guaranteed by any Subsidiaries other than Subsidiaries
that are Guarantors and (vi) the holders of such Indebtedness (or their representative) and the Administrative Agent shall have
become party to or otherwise subject to the provisions of a Junior Intercreditor Agreement; provided, that if such Indebtedness
is the initial Permitted Junior Secured Refinancing Debt incurred by the Foreign Borrower, then the Foreign Borrower, the other
Loan Parties, the Administrative Agent and such holders (or their representative) of such Indebtedness shall have executed and
delivered a Junior Intercreditor Agreement.


“Permitted Liens” means
each of the Liens permitted pursuant to Section 6.02.


“Permitted Pari
Passu Secured Refinancing Debt” means any secured Indebtedness incurred by the applicable Borrower in the form of one
or more series of senior secured notes or loans; provided, that (i) such Indebtedness is secured by the Collateral on a
pari passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any property
or assets of the Parent or any Subsidiary other than the Collateral, (ii) such Indebtedness constitutes




    45 


     

    

Credit Agreement Refinancing Indebtedness, (iii)
such Indebtedness does not have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption,
repurchase, prepayment or sinking fund obligations (other than customary offers to repurchase upon a change of control or asset
sale, in each case, after giving effect to such offers under this Agreement) prior to the latest maturity date of any Term Loans
or any other Permitted Pari Passu Secured Refinancing Debt at the time such Indebtedness is incurred, (iv) the security documents
relating to such Indebtedness are substantially the same as the Security Documents, (v) such Indebtedness is not at any time guaranteed
by any Subsidiaries other than Subsidiaries that are Guarantors and (vi) the holders of such Indebtedness (or their representative)
and the Administrative Agent shall have become party to or otherwise subject to the provisions of a Pari Passu Intercreditor Agreement;
provided, that if such Indebtedness is the initial Permitted Pari Passu Secured Refinancing Debt incurred by the Foreign
Borrower, then the Foreign Borrower, the other Loan Parties, the Administrative Agent and such holders (or their representative)
of such Indebtedness shall have executed and delivered a Pari Passu Intercreditor Agreement.


“Permitted Refinancing”
means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person;
provided, that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount
(or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount
equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred,
in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments
unutilized thereunder; (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or
later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average
Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended (except by virtue of amortization
of or prepayment of Indebtedness prior to such date of determination); (c) at the time thereof, no Event of Default shall have
occurred and be continuing; (d) to the extent such Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated
in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right
of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the
Indebtedness being modified, refinanced, refunded, renewed or extended; (e) the original obligors in respect of such Indebtedness
being modified, refinanced, refunded, renewed or extended remain the only obligors thereon; and (f) the terms and conditions of
any such modification, refinancing, refunding, renewal or extension, taken as a whole, are not materially less favorable to the
Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended.


“Permitted Unsecured
Refinancing Debt” means unsecured Indebtedness incurred by the applicable Borrower in the form of one or more series
of senior unsecured notes or loans; provided, that such Indebtedness (i) constitutes Credit Agreement Refinancing Indebtedness,
(ii) does not mature or have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption,
repurchase, prepayment or sinking fund obligations (other than customary offers to repurchase upon a change of control or asset
sale, in each case, after giving effect to such offers under this Agreement) prior to 91 days after the latest maturity date of
any Term Loans or any Permitted Pari Passu Secured Refinancing Debt at the time such Indebtedness




    46 


     

    

is incurred and (iii) is not at any time guaranteed
by any Subsidiaries other than Subsidiaries that are Guarantors.


“Person”
means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts or other organizations, whether or not legal entities, and Governmental Authorities.


“PHSA” has the meaning
set forth in Section 4.14(a).


“Plan of Reorganization”
has the meaning set forth in Section 10.06(j)(iii).


“Platform” has the meaning
set forth in Section 5.01(k).


“Prime Rate”
means the rate of interest publicly announced by the Administrative Agent (or one of its affiliates) as its prime rate in effect
at its Principal Office in New York City. The Administrative Agent or any other Lender may make commercial loans or other loans
at rates of interest at, above or below the Prime Rate.


“Principal Office”
means the Administrative Agent’s “Principal Office”, which may include one or more separate offices with respect
to any Approved Currency as set forth on Schedule 10.01(a), or such other office or office of a third party or sub agent, as appropriate,
as such Person may from time to time designate in writing to the Borrower Representative, the Administrative Agent and each Lender.


“Pro Rata Share”
means (a) with respect to all payments, computations and other matters relating to the Tranche B Term Loans of any Lender, as the
context requires, the percentage obtained by dividing (i) the Tranche B Term Loan Exposure of that Lender by (ii) the aggregate
Tranche B Term Loan Exposure of all Lenders; (b) with respect to all payments, computations and other matters relating to the Dollar
Tranche B Term Loans of any Lender, as the context requires, the percentage obtained by dividing (i) the Dollar Tranche B Term
Loan Exposure of that Lender by (ii) the aggregate Dollar Tranche B Term Loan Exposure of all Lenders; (c) with respect to all
payments, computations and other matters relating to the Euro Tranche B Term Loans of any Lender, as the context requires, the
percentage obtained by dividing (i) the Euro Tranche B Term Loan Exposure of that Lender by (ii) the aggregate Euro Tranche B Term
Loan Exposure of all Lenders; (d) with respect to all payments, computations and other matters relating to the Revolving Commitment
or Revolving Loans of any Lender, as the context requires, the percentage obtained by dividing (i) the Revolving Exposure of that
Lender by (ii) the aggregate Revolving Exposure of all Lenders; and (e) with respect to all payments, computations and other matters
relating to Incremental Term Loan Commitments or Incremental Term Loans of a particular Series, the percentage obtained by dividing
(i) the Incremental Term Loan Exposure of that Lender with respect to that Series by (ii) the aggregate Incremental Term Loan Exposure
of all Lenders with respect to that Series. For all other purposes with respect to each Lender, “Pro Rata Share” means
the percentage obtained by dividing (1) an amount equal to the sum of the Dollar Tranche B Term Loan Exposure, the Euro Tranche
B Term Loan Exposure, the Revolving Exposure and the Incremental Term Loan Exposure of that Lender, by (2) an amount equal to the
sum of the aggregate Dollar Tranche B Term Loan Exposure, the aggregate Euro Tranche B Term Loan




    47 


     

    

Exposure, the aggregate Revolving Exposure and
the aggregate Incremental Term Loan Exposure of all Lenders.


“Process Agent” has the
meaning set forth in Section 10.15.


“Projections” has the
meaning set forth in Section 4.08.


“Qualified ECP Guarantor”
means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time such Swap Obligation
is incurred.


“Qualified Securitization
Financing” means any transaction or series of transactions entered into by the Parent or any Restricted Subsidiaries
pursuant to which the Parent or such Restricted Subsidiary, sells, conveys, contributes, assigns, grants an interest in or otherwise
transfers to a Securitization Subsidiary, Securitization Assets (and/or grants a security interest in such Securitization Assets
transferred or purported to be transferred to such Securitization Subsidiary), and which Securitization Subsidiary funds the acquisition
of such Securitization Assets (a) with cash, (b) through the issuance to the Parent or such Restricted Subsidiary of Seller’s
Retained Interests or an increase in such Seller’s Retained Interests, and/or (c) with proceeds from the sale, pledge or
collection of Securitization Assets.


“Real Estate Asset” means,
at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Loan Party in any real property.


“Receivables Sale”
means any sale, assignment, conveyance, transfer or other disposition of assets from time to time of, in each case without recourse
and in the ordinary course of business, accounts receivable arising in the ordinary course of business; provided, that disposition(s)
related thereto shall be made for cash and for at least fair market value as determined in good faith by the Board of Directors
of the Parent.


“Refinanced Indebtedness”
means the obligations under the Existing Grifols Credit Agreement (other than contingent obligations not yet due and payable thereunder).


“Refinancing Amendment”
means an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent and the applicable
Borrower executed by each of (a) such Borrower, (b) the Administrative Agent and (c) each Refinancing Lender and Lender that agrees
to provide any portion of the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto, in accordance with Section
2.26.


“Refinancing Lender”
means, at any time, any bank, other financial institution or institutional investor that, in any case, is not an existing Lender
and that agrees to provide any portion of any Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in
accordance with Section 2.26; provided, that each Refinancing Lender (other than any Person that is a Lender, an Affiliate
of a Lender or a Related Fund of a Lender at such time) shall be subject to the approval of the Administrative Agent (such approval
not to be unreasonably withheld or delayed), in each case to the extent any such consent would be required from the Administrative
Agent under Section 10.06(c) for an assignment of Loans or Commitments to such Refinancing Lender.




    48 


     

    

“Register” has the meaning
set forth in Section 2.07(b).


“Regulation” has the
meaning set forth in Section 4.25.


“Regulation D” means
Regulation D of the Board of Governors, as in effect from time to time.


“Regulation FD” means
Regulation FD as promulgated by the SEC under the Securities Act and Exchange Act.


“Regulatory Permits”
has the meaning set forth in Section 4.14(e).


“Related Fund”
means, (i) with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and
that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor and (ii)
any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity
that administers or manages a Lender.


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


“Release”
means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of
any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous
Material through the air, soil, surface water or groundwater.


“Relevant Governmental
Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed
or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York for the purpose of recommending a benchmark
rate to replace LIBOR or EURIBOR in loan agreements similar to this Agreement.


“Relevant Jurisdiction”
means, in relation to a Loan Party: (a) its jurisdiction of organization; (b) any jurisdiction where any asset subject to or intended
to be subject to the Security Documents to be created by it is situated; and (c) any jurisdiction where it conducts its business.


“Relevant Territory”
means (i) a member state of the European Union (other than Ireland) or (ii) to the extent not a member state of the European Union,
a territory with which Ireland has entered into a double taxation treaty that either has the force of law by virtue of Section
826(1) of the TCA or which will have the force of law on completion of the procedures set out in Section 826(1) of the TCA.


“Replacement Lender”
has the meaning set forth in Section 2.23(c).


“Required Lenders” means
one or more Lenders having or holding Dollar Tranche B Term Loan Exposure, Euro Tranche B Term Loan Exposure, Incremental Term
Loan Exposure




    49 


     

    

and/or Revolving Exposure and representing more
than 50.0% of the sum of (a) the aggregate Dollar Tranche B Term Loan Exposure of all Lenders, (b) the aggregate Euro Tranche B
Term Loan Exposure, (c) the aggregate Revolving Exposure of all Lenders and (d) the aggregate Incremental Term Loan Exposure of
all Lenders. No Defaulting Lender shall be included in the calculation of Required Lenders.


“Required Prepayment Date”
has the meaning set forth in Section 2.15(e).


“Required Revolving
Lenders” means one or more Lenders having or holding Revolving Exposure and representing more than 50.0% of the aggregate
Revolving Exposure of all Lenders. No Defaulting Lender shall be included in the calculation of Required Revolving Lenders.


“Restricted Payment”
means (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of any Group Member
now or hereafter outstanding, except a dividend payable solely in shares of common stock; (b) any redemption, retirement, sinking
fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of any
Group Member now or hereafter outstanding; (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants,
options or other rights to acquire shares of any class of stock of any Group Member now or hereafter outstanding; (d) any payment
or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in substance
or legal defeasance), sinking fund or similar payment with respect to the Senior Notes or Senior Refinancing Notes unless the Senior
Refinancing Notes are secured by a Lien on the Collateral that ranks pari passu in right of security with the Loans; and (e) any
voluntary prepayment of any unsecured Indebtedness of the Parent or its Subsidiaries (other than unsecured Indebtedness incurred
under Section 6.01(c) and 6.01(s)).


“Restricted Subsidiary”
means, at any time, each direct and indirect Subsidiary of the Parent that is not then an Unrestricted Subsidiary; provided,
that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included
in the definition of “Restricted Subsidiary”.


“Revolving Commitment”
means the commitment of a Lender to make or otherwise fund any Revolving Loan, as reduced by the amount of any applicable Ancillary
Commitment, and “Revolving Commitments” means such commitments of all Lenders in the aggregate. The amount of
each Lender’s Revolving Commitment, if any, is set forth on Schedule 1.01(b) hereto or in the applicable Assignment Agreement
subject to any adjustment or reduction pursuant to the terms and conditions hereof; provided, that the Administrative Agent
shall retain sole discretion to update such Schedule to accurately reflect the amount of such Lender’s Revolving Commitment
as of the Closing Date. The aggregate amount of the Revolving Commitments as of the Closing Date is $500,000,000.


“Revolving Commitment Period”
means the period from the Closing Date to but excluding the Revolving Commitment Termination Date.




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“Revolving Commitment
Termination Date” means the earliest to occur of (a) the sixth anniversary of the Closing Date (November 15, 2025), (b)
the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.13(b) or 2.14 and (c) the date of the
termination of the Revolving Commitments pursuant to Section 8.01.


“Revolving Exposure”
means, with respect to any Lender as of any date of determination, (a) prior to the termination of the Revolving Commitments, that
Lender’s Revolving Commitment; and (b) after the termination of the Revolving Commitments, the sum of (i) the Dollar Equivalent
of the aggregate outstanding principal amount of the Revolving Loans of that Lender and (ii) the Dollar Equivalent of the aggregate
amount of all amounts borrowed from such Lender under any Ancillary Facility pursuant to Section 2.24.


“Revolving Lenders” means
the Lenders having Revolving Exposure and Incremental Revolving Loan Exposure of each applicable Series.


“Revolving Loan” means
Loans made by a Lender to the Foreign Borrower pursuant to Section 2.02(a) and/or Section 2.24 and any Incremental Revolving Loans.


“Revolving Loan Note”
means a promissory note substantially in the form of Exhibit B-3, as it may be amended, restated, supplemented or otherwise modified
from time to time.


“Run Rate Amounts” has
the meaning set forth in the definition of “Consolidated Adjusted EBITDA”.


“S&P” means Standard
 & Poor’s, a Division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.


“Safety Notice” has the
meaning set forth in Section 4.14(h).


“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 Euro or Other Foreign Currency, same day or other funds as may be determined by the Administrative Agent, 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 Other Foreign Currency or Euro.


“Sanctioned Country”
means a country or territory that is the subject of country-wide or territory-wide Sanctions broadly restricting or prohibiting
dealings with such country or territory, which, as of the date of this Agreement, includes Crimea (as defined and construed in
the applicable Sanctions laws and regulations), Cuba, Iran, North Korea, Sudan and Syria.


“Sanctioned Person”
means any Person: (a) identified on a Sanctions List; (b) domiciled, organized or resident in, or the government or any agency
or instrumentality of the government of, any Sanctioned Country; (c) owned or controlled by, or acting for or on behalf of, directly
or indirectly, any Person described in the foregoing clauses (a) or (b); or (d) otherwise the subject or target of Sanctions.




    51 


     

    

“Sanctions” means the
economic or financial sanctions, laws, regulation, restrictive measures or trade embargoes imposed, administered or enforced by
any Sanctions Authority.


“Sanctions Authority”
means: (a) the U.S. government, including OFAC and the U.S. Department of State; (b) the United Nations Security Council; (c) the
European Union and each of its member states; (d) the United Kingdom, including Her Majesty’s Treasury; and (e) any other
relevant national or supra-national governmental authority with jurisdiction over the Parent, the Borrowers or any of their Subsidiaries
or any other Guarantor.


“Sanctions List” means
any Sanctions-related list of designated Persons maintained by any Sanctions Authority, including, without limitation, the Specially
Designated Nationals and Blocked Persons List maintained by OFAC.


“Scheduled Unavailability Date”
has the meaning set forth in Section 2.29(c).


“SEC” means the United
States Securities and Exchange Commission and any successor Governmental Authority performing a similar function.


“Secured Obligations”
as defined in the U.S. Pledge and Security Agreement.


“Secured Parties”
means the Agents, Lenders and the Lender Counterparties and shall include, without limitation, all former Agents, Lenders and Lender
Counterparties to the extent that any Obligations owing to such Persons were incurred while such Persons were Agents, Lenders or
Lender Counterparties and such Obligations have not been paid or satisfied in full.


“Securities”
means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing
agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates
of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to
subscribe to, purchase or acquire, any of the foregoing.


“Securities Act” means
the Securities Act of 1933, as amended from time to time, and any successor statute.


“Securitization Assets”
means any accounts receivable owed to a Group Member (whether now existing or arising or acquired in the future) arising in the
ordinary course of business from the sale of goods or services, all collateral securing such accounts receivable, all contracts
and contract rights and all guarantees or other obligations in respect of such accounts receivable, all proceeds of such accounts
receivable and other assets (including contract rights) which are of the type customarily transferred or in respect of which security
interests are customarily granted in connection with securitizations of accounts receivable and which are sold, conveyed, contributed,
assigned, pledged or otherwise transferred by such Group Member to a Securitization Subsidiary.


“Securitization Fees”
means, with respect to any Qualified Securitization Financing, distributions or payments made, or fees paid, directly or by means
of discounts with




    52 


     

    

respect to any Indebtedness issued or sold in
connection with such Qualified Securitization Financing, to a Person that is not a Securitization Subsidiary in connection with
such Qualified Securitization Financing.


“Securitization Repurchase
Obligation” means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase
Securitization Assets arising as a result of a breach of a representation, warranty or covenant with respect to such Securitization
Assets, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset, counterclaim
or other dilution of any kind as a result of any action taken by, any failure to take action by or any other event relating to
the seller, but in each case, not as a result of such receivable being or becoming uncollectible for credit reasons.


“Securitization Subsidiary”
means a Wholly-Owned Subsidiary of the Parent (or another Person formed for the purposes of engaging in a Qualified Securitization
Financing in which any Group Member makes an Investment and to which such Group Member transfers, contributes, sells, conveys or
grants a security interest in Securitization Assets) that engages in no activities other than in connection with the acquisition
and/or financing of Securitization Assets of the Group, all proceeds thereof and all rights (contingent and other), collateral
and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated
by the Board of Directors of the Borrower Representative (or a duly authorized committee thereof) or such other Person (as provided
below) as a Securitization Subsidiary and (a) no portion of the Indebtedness or any other obligations (contingent or otherwise)
of which (i) is guaranteed by any Group Member, other than another Securitization Subsidiary (excluding guarantees of obligations
(other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse
to or obligates any Group Member, other than another Securitization Subsidiary, in any way other than pursuant to Standard Securitization
Undertakings or (iii) subjects any property or asset (other than Securitization Assets) of any Group Member, other than another
Securitization Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant
to Standard Securitization Undertakings, (b) with which no Group Member, other than another Securitization Subsidiary, has any
material contract, agreement, arrangement or understanding other than (i) the applicable receivables purchase agreements and related
agreements, in each case, having reasonably customary terms, or (ii) on terms which the Parent reasonably believes to be no less
favorable to the applicable Group Member than those that might be obtained at the time from Persons that are not Affiliates of
the Group and (c) to which no Group Member, other than another Securitization Subsidiary, has any obligation to maintain or preserve
such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation
by the Board of Directors of the Parent (or a duly authorized committee thereof) or such other Person shall be evidenced to the
Administrative Agent by delivery to the Administrative Agent of a certified copy of the resolution of the Board of Directors of
the Parent or such other Person giving effect to such designation and a certificate executed by an Authorized Officer certifying
that such designation complied with the foregoing conditions.


“Security Documents”
means the U.S. Security Agreements, the Mortgages, if any, the Intellectual Property Security Agreements, each Foreign Law Security
Document, if any, any collateral allocation mechanism and all other instruments, documents and agreements delivered by any Loan
Party pursuant to this Agreement or any of the other Loan Documents in order to grant




    53 


     

    

to the Collateral Agent, for the benefit of
the Secured Parties, a Lien on any Collateral of that Loan Party as security for all or certain of the Obligations, including UCC
financing statements and amendments thereto and filings with the United States Patent and Trademark Office and the United States
Copyright Office.


“Seller’s Retained
Interest” means the debt or equity interests held by any Group Member in a Securitization Subsidiary to which Securitization
Assets have been transferred, including any such debt or equity received as consideration for or as a portion of the purchase price
for the Securitization Assets transferred, or any other instrument through such Group Member has rights to or receives distributions
in respect of any residual or excess interest in the Securitization Assets.


“Senior Notes” means
the Spanish Borrower’s 3.20% senior notes due 2025 issued under the Senior Notes Indenture.


“Senior Notes Documents”
means the Senior Notes, the Senior Notes Indenture and all other instruments, agreements and other documents evidencing or governing
the Senior Notes or providing for any guarantee or other right in respect thereof.


“Senior Notes Indenture”
means the Indenture, dated as of April 26, 2017, under which the Senior Notes were issued, as amended, supplemented, modified,
extended, renewed, restated or replaced in whole or in part from time to time, in accordance with the terms thereof.


“Senior Refinancing
Notes” means senior Indebtedness in an aggregate principal amount not to exceed the sum of (x) €1,000,000,000
and (y) an amount equal to unpaid accrued interest and premium in respect of the Senior Notes plus other reasonable fees and expenses
reasonably incurred, in connection with the issuance of the Senior Refinancing Notes, incurred by the Spanish Borrower or the Foreign
Borrower and issued under the Senior Refinancing Notes Indenture in a registered public offering or a transaction not subject to
registration under the Securities Act in the form of one or more series of senior notes or senior secured notes; provided,
that (i) if secured, such Indebtedness is secured by the Collateral on a pari passu or junior basis (but without regard
to the control of remedies) with the Obligations and is not secured by any property or assets of the Parent or any Subsidiary other
than the Collateral, (ii) such Indebtedness does not have scheduled amortization or scheduled payments of principal and is not
subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (other than customary offers to repurchase
upon a change of control or asset sale, in each case, after giving effect to such offers under this Agreement) prior to the latest
maturity date of any Term Loans or any Permitted Pari Passu Secured Refinancing Debt at the time such Indebtedness is incurred,
(iii) if secured, the security documents relating to such Indebtedness are substantially the same as the Security Documents, (iv)
such Indebtedness is not at any time guaranteed by any Persons other than such Persons that are Guarantors, (v) if secured, the
holders of such Indebtedness (or their representative) and the Administrative Agent shall have become party to or otherwise subject
to the provisions of the Pari Passu Intercreditor Agreement or a Junior Intercreditor Agreement, as applicable, (vi) solely in
the case of any such Indebtedness that is secured by a Lien on the Collateral that ranks pari passu or junior in right of security
with the Loans, the Senior Secured Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate
delivered in accordance with Section 5.01(c) hereof) shall not be greater than 4.50:1.00




    54 


     

    

as of the last day of the most recently ended
fiscal quarter calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness and the redemption of
the Senior Notes, (vii) the Net Cash Proceeds of such Indebtedness are applied, among other things, to redeem the Senior Notes
and (viii) such Indebtedness and the Senior Refinancing Notes Indenture or other governing instrument applicable thereto does not
contain covenants, events of default, or other terms and conditions that, when taken as a whole, are materially more restrictive
to the Loan Parties than the terms of this Agreement.


“Senior Refinancing
Notes Documents” means the Senior Refinancing Notes, the Senior Refinancing Notes Indenture and all other instruments,
agreements and other documents evidencing or governing the Senior Refinancing Notes or providing for any guarantee or other right
in respect thereof.


“Senior Refinancing
Notes Indenture” means an indenture or similar governing instrument reasonably satisfactory to the Arrangers under which
the Senior Refinancing Notes are issued, as amended, supplemented, modified, extended, renewed, restated or replaced in whole or
in part from time to time, in accordance with the terms thereof.


“Senior Secured Leverage Ratio”
means the ratio as of the last day of any Fiscal Quarter of (a) Consolidated Senior Secured Debt as of such day to (b) Consolidated
Adjusted EBITDA for the four-Fiscal Quarter period ending on such date.


“Senior Secured Notes”
means (i) the Spanish Borrower’s 1.625% senior secured notes due 2025 and (ii) the Spanish Borrower’s 2.250% senior
secured notes due 2027, in each case issued under the Senior Secured Notes Indenture.


“Senior Secured Notes
Indenture” means the Indenture, dated as of November 15, 2019, under which the Senior Secured Notes were issued, as amended,
supplemented, modified, extended, renewed, restated or replaced in whole or in part from time to time, in accordance with the terms
thereof.


“Series” has the meaning
set forth in Section 2.25(a).


“Shanghai RAAS” means
Shanghai RAAS Blood Products Co., Ltd., a company limited by shares listed at the Shenzhen Stock Exchange with the approval of
the China Securities Regulatory Commission under the stock code of 002252.


“Shanghai RAAS Equity Interests”
means the issuance to the Parent of RMB ordinary shares (“A” shares) with the par value of RMB1.00 per share of Shanghai
RAAS in an amount equal to 26.2% of the fully diluted share capital of Shanghai RAAS.


“Shanghai RAAS Strategic
Alliance Agreement” means that certain Exclusive Master Strategic Alliance Agreement, dated as of March 2019, by and
among the Parent, Shanghai RAAS, Creat Tiancheng Investment Holdings Co., Ltd. and Ningbo Creat Jinding Investment Partnership
(Limited Partnership).


“Shanghai RAAS Transaction”
means the Investment by the Parent in Shanghai RAAS Equity Interests in exchange for the GDS Contributed Equity and the performance
by the




    55 


     

    

Parent and its Subsidiaries in connection therewith
and the Shanghai RAAS Strategic Alliance Agreement.


“Significant Subsidiary”
means any Subsidiary of the Parent (other than, in any event, Grifols Diagnostic Solutions Inc., a Delaware corporation) that has
earnings before interest, tax, depreciation and amortization (calculated on the same basis as the defined term “Consolidated
Adjusted EBITDA”) representing 10.0% or more of the Consolidated Adjusted EBITDA of the Group, calculated on a consolidated
basis:


(a)       the
earnings before interest, tax, depreciation and amortization of a Subsidiary will be determined from its financial statements (consolidated
if it has Subsidiaries) upon which the latest audited financial statements of the Group have been based;


(b)       if
a Subsidiary becomes a Group Member after the date on which the latest audited financial statements of the Group have been prepared,
the earnings before interest, tax, depreciation and amortization of that Subsidiary will be determined from its latest audited
financial statements (consolidated if it has Subsidiaries);


(c)       the
Consolidated Adjusted EBITDA of the Group will be determined from its latest audited financial statements, adjusted (where appropriate)
to reflect the earnings before interest, tax depreciation and amortization of any company or business subsequently acquired or
disposed of; and


(d)       if
a Significant Subsidiary disposes of all or substantially all of its assets to another Group Member, it will immediately cease
to be a Significant Subsidiary and the other Group Member (if it is not already) will immediately become a Significant Subsidiary;
the subsequent financial statements of those Subsidiaries and the Group will be used to determine whether those Subsidiaries are
Significant Subsidiaries or not.


“SOFR”
with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York,
as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or
any successor source) and, in each case, that has been selected or recommended by the Relevant Governmental Body.


“SOFR-Based Rate” means
SOFR or Term SOFR.


“Software” means computer
software of whatever kind or purpose, including code, tools, developers kits, utilities, graphical user interfaces, menus, images,
icons, and forms.


“Solvency Certificate”
means a Solvency Certificate of the chief financial officer of the Parent substantially in the form of Exhibit E-2.


“Solvent”
means, with respect to any Loan Party, that as of the date of determination, both (a) (i) the sum of such Loan Party’s debt
(including contingent liabilities) does not exceed the present fair saleable value of such Loan Party’s present assets;
(ii) such Loan Party’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date
and reflected in the Projections or with respect to any transaction contemplated to be undertaken



    56 


     

    




after
the Closing Date; and (iii) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe)
that it will incur, debts beyond its ability to pay such debts as and when they become due (whether at maturity or otherwise);
and (b) such Person is “solvent” within the meaning given that term and similar terms under the Bankruptcy Code and
applicable laws (including, without limitation, relating to fraudulent transfers and conveyances). For purposes of this definition,
the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective
of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).


“Spanish Companies Act”
means Real Decreto Legislativo 1/2010, de 2 de Julio, por el que se aprueba el texto refundido de la Ley
de Sociedades de Capital, as amended from time to time.


“Spanish Insolvency Law”
means Ley 22/2003, de 9 de julio, Concursal, as amended from time to time.


“Spanish Loan Party”
means any Loan Party organized under the laws of Spain.


“Spanish Public Document”
means a documento público, being either an escritura pública or a póliza mercantil or
efecto intervenido por fedatario público.


“Spanish Qualifying
Lender” means a Lender or participant which is beneficially entitled to interest payable to that Lender or participant
under this Agreement and (a) is a resident for tax purposes in a European Union country that is neither the Kingdom of Spain nor
a state or territory treated as a tax haven jurisdiction for Spanish tax purposes under the applicable Spanish tax laws and regulations
(an “EU Member State”); (b) is a resident for tax purposes in a EU Member State, that has a permanent establishment
located in an EU Member State; provided, that any Euro Tranche B Term Loan assigned to such assignee is attributable to such permanent
establishment; (c) is a resident for tax purposes in a jurisdiction that has a Treaty in force with the Kingdom of Spain providing
for full exemption from Spanish withholding taxes on interest payments, and such assignee is entitled to the benefits of such
Treaty; provided, that any Euro Tranche B Term Loan assigned to such assignee is not attributable to a permanent establishment
located in the Kingdom of Spain; (d) is a Spanish tax resident bank or financial institution registered before the special register
of the Spanish Central Bank; or (e) is a non-Spanish resident bank or financial institution registered before the special register
of the Spanish Central Bank, that has a permanent establishment, located in the Kingdom of Spain; provided, that any Euro
Tranche B Term Loan assigned to such assignee is attributable to such permanent establishment; in each case, where the relevant
tax authority requires the assignee to be beneficially entitled to the interest




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income under a Euro Tranche B Term Loan in order
for such interest to be paid without a deduction of withholding for or on account of Spanish taxes, it shall be so entitled.


“Spanish Security” means
the Collateral that is the subject of any Security Document governed by the laws of Spain.


“Spanish Security
Documents” means the Spanish Public Documents to be granted before a notary public and subject to Spanish law to secure
each Loan Party’s obligations under the Loan Documents and any additional Spanish law security documents (including, but
not limited to, any additional security agreements, personal first demand guarantees, pledge agreements and/or mortgages of any
kind) required from time to time to effect the perfection of Spanish Security by any Loan Party.


“Spanish Treaty Lender”
means a Lender which is treated as a resident of a Treaty State for the purposes of a Treaty, is entitled to the benefits of such
Treaty and does not carry on a business in Spain through a permanent establishment (as defined in the relevant treaty) with which
that Lender’s participation in this Agreement is effectively connected, which subject to the completion of procedural formalities
is entitled to be paid interest without the deduction of Spanish tax under that Treaty.


“Specified Event of Default”
means an Event of Default arising under Section 8.01(a), Section 8.01(f) or Section 8.01(g).


“Specified Representations”
means those certain representations and warranties provided in Section 4.01(a) (provided such representation shall be made
solely with respect to legal existence), Section 4.01(b), Section 4.03, Section 4.04(a)(ii), Section 4.16, Section 4.17, Section
4.19 (on the closing date of any Limited Condition Acquisition), Section 4.22 (provided, that such representation shall
be made solely with respect to use of proceeds not violating any applicable Anti-Corruption Laws, applicable Anti-Money Laundering
Laws and applicable Sanctions) and Section 4.24 hereof.


“Standard Securitization Undertakings”
means representations, warranties, covenants, Securitization Repurchase Obligations and indemnities entered into by any Group Member
that are reasonably customary in accounts receivable securitization transactions.


“Subsidiary”
means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other
business entity (x) of which any Person has the power to direct or cause the direction of the management or policies, or the dismissal
or appointment of the management, of a Person, whether through the ability to exercise voting power, by contract or otherwise and
the accounts of which are required to be consolidated with those of such Person in such Person’s consolidated financial statements
in accordance with IFRS or (y) of which more than 50.0% of the total voting power of shares of stock or other ownership interests
entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors,
managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management
and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person or a combination thereof; provided, that in determining the percentage




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of ownership interests of any Person controlled
by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed
to be outstanding; provided, further, that for purposes of Articles IV and V, no Securitization Subsidiary shall
be considered a Subsidiary of the Parent. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries”
in this Agreement shall refer to a Subsidiary or Subsidiaries of the Parent. Except for purposes of Sections 4.02, 4.10, 4.11,
4.18, 4.20, 5.01(a)-(d), 5.03 and 5.07, and where otherwise specifically noted, references to Subsidiaries shall be deemed to
be references to Restricted Subsidiaries only.


“Successor Rate Conforming
Changes” means, with respect to any proposed LIBOR Successor Rate, or EURIBOR Successor Rate any conforming changes to
the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other
technical, administrative or operational matters as may be appropriate, in the discretion of the Administrative Agent, to reflect
the adoption and implementation of such LIBOR Successor Rate or EURIBOR Successor Rate, as applicable, and to permit the administration
thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent
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 or EURIBOR Successor Rate, as applicable, exists, in such other manner of administration
as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement).


“Swap Obligations” has
the meaning set forth in the definition of “Excluded Swap Obligation”.


“Syndication Agent” means
Bank of America, N.A. in its capacity as Syndication Agent.


“Tax” means
all present and future taxes, assessments, filing or other fees, levies, imposts, duties, deductions, withholdings, stamp taxes,
foreign exchange taxes or other charges (and interest, fines, penalties and additions related thereto) of any nature and whatsoever,
from time to time, or at any time, imposed by any Governmental Authority.


“TCA” means the Taxes
Consolidation Act 1997 of Ireland.


“Term Lenders” means
the Lenders having Tranche B Term Loan Exposure and Incremental Term Loan Exposure of each applicable Series.


“Term Loan” means a Tranche
B Term Loan and/or an Incremental Term Loan, as applicable, and “Term Loans” means all such Loans.


“Term Loan Commitment”
means the Tranche B Term Loan Commitment or the Incremental Term Loan Commitment of a Lender, and “Term Loan Commitments”
means such commitments of all Lenders.


“Term Loan Maturity Date”
means the Tranche B Term Loan Maturity Date or the Incremental Term Loan Maturity Date of any Series of Incremental Term Loans,
as applicable.




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“Term SOFR”
means the forward-looking term rate for any period that is approximately (as determined by the Administrative Agent) as long as
any of the Interest Period options set forth in the definition of “Interest Period” and that is based on SOFR and that
has been selected or recommended by the Relevant Governmental Body, in each case as published on an information service as selected
by the Administrative Agent from time to time in its reasonable discretion.


“Terminated Lender” has
the meaning set forth in Section 2.23.


“Third Party Payor Programs”
has the meaning set forth in Section 4.14(c).


“Title Company” has the
meaning set forth in Section 5.13(c).


“Title Policy” has the
meaning set forth in Section 5.13(c).


“Total
Utilization of Revolving Commitments” means, as at any date of determination, the Dollar Equivalent of the sum of the
aggregate principal amount of all outstanding Revolving Loans.


“Trade Date” has the
meaning set forth in Section 10.06(j)(i).


“Trademarks” has the
meaning set forth in the U.S. Pledge and Security Agreement.


“Tranche B Term Loan”
means a Dollar Tranche B Term Loan and/or Euro Tranche B Term Loan, as applicable.


“Tranche B Term Loan Commitment”
means a Dollar Tranche B Term Loan Commitment and/or a Euro Tranche B Term Loan Commitment, as applicable.


“Tranche
B Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the sum of such Lender’s
Dollar Tranche B Term Loan Exposure and Euro Tranche B Term Loan Exposure.


“Tranche
B Term Loan Maturity Date” means the Dollar Tranche B Term Loan Maturity Date and/or the Euro Tranche B Term Loan Maturity
Date, as applicable.


“Transaction Costs” means
the fees, costs and expenses payable by any Group Member in connection with the Transactions.


“Transactions”
means (a) the entering into of the Loan Documents, (b) the repaying, retiring or redeeming of the Refinanced Indebtedness, (c)
issuance of the Senior Secured Notes and (d) payment of fees and expenses related to the foregoing.


“Treasury
Transaction” means any derivative transaction entered into in connection with protection against or benefit from fluctuation
in any rate or price.


“Treaty” means a double
taxation treaty.




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“Treaty Lender” means
an Irish Treaty Lender or a Spanish Treaty Lender, as applicable.


“Treaty
State” means a jurisdiction which has signed a Treaty which makes provision for full exemption from tax imposed by Ireland
or Spain, as applicable, on interest where that Treaty has the force of law.


“Type
of Loan” means with respect to either Term Loans or Revolving Loans, a Base Rate Loan or a Eurocurrency Rate Loan.


“UCC”
means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.


“Unrestricted
Subsidiary” means any Subsidiary (or any successor to any of them) of the Parent, other than a Borrower or its successors,
that is designated by the Board of Directors of the Parent as an Unrestricted Subsidiary pursuant to Section 5.19.


“U.S.
Borrower” has the meaning specified in the preamble hereto.


“U.S.
Lender” has the meaning set forth in Section 2.20(c)(v).


“U.S.
Loan Party” means the U.S. Borrower and each Guarantor that is organized under the laws of the United States, any State
thereof or the District of Columbia.


“U.S. Pledge and
Security Agreement” means the U.S. Pledge and Security Agreement executed by the Borrowers and each Guarantor on the
Closing Date substantially in the form of Exhibit G, as amended, restated, supplemented or otherwise modified from time to time.


“U.S. Security Agreements”
means the U.S. Pledge and Security Agreement and all other mortgages, pledge and security documents governed by the laws of a state
of the United States hereafter delivered to the Collateral Agent granting or perfecting a Lien on any property of any Person to
secure the Obligations.


“Valuation
Date” means (a) the date two (2) Business Days prior to the making, continuing or converting of any Revolving Loan and
(b) any other date designated by the Administrative Agent.


“Waivable Mandatory Prepayment”
has the meaning set forth in Section 2.15(e).


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




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“Wholly-Owned Subsidiary”
means, with respect to any Person, any other Person all of the Equity Interests of which (other than (a) directors’ qualifying
shares and (b) shares issued to foreign nationals to the extent required by applicable law) are owned by such Person directly and/or
through other wholly-owned Subsidiaries of such Person.


“Wholly-Owned Subsidiary Guarantor”
means any Guarantor that is a Wholly-Owned Subsidiary of the Parent.


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


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


Section 1.02      Accounting
Terms. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings
assigned to them in conformity with IFRS. Financial statements and other information required to be delivered by the Borrower
Representative to Lenders pursuant to Sections 5.01(a) and 5.01(b) shall be prepared in accordance with IFRS as in effect at the
time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.01(d), if applicable).
Calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and
policies in conformity with those used to prepare the Historical Financial Statements; provided, that for purposes of such
calculations, definitions (including, but not limited to, Consolidated Adjusted EBITDA, Fixed Charges, Fixed Charge Coverage Ratio,
Consolidated Net Total Debt, Leverage Ratio and Senior Secured Leverage Ratio), covenants and other provisions hereof, no effect
shall be given to the adoption of IFRS 16.


Section 1.03      Interpretation,
Etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending
on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article, a Section, a Schedule
or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include”
or “including”, when following any general statement, term or matter, shall not be construed to limit such statement,
term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether
or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar
import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the
broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the
same meaning and effect as the word “shall”; and the words “asset” and “property” shall be
construed as having 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. The terms lease and license shall include sub-lease and sub-license, as applicable.
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Except as
otherwise expressly provided herein or therein, any reference in this Agreement or any other Loan Document to any agreement, document
or instrument shall mean such agreement, document or instrument as amended, restated,




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supplemented or otherwise modified from time
to time, in each case, in accordance with the express terms of this Agreement or such Loan Document.


Any reference herein to a
merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall
be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability
company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation,
assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a
limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that
is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).


Section 1.04      Exchange Rates; Currency
Equivalents.


(a)       The
Administrative Agent shall determine the Exchange Rates as of each Valuation Date to be used for calculating Euro Equivalent and
Dollar Equivalent amounts of Credit Extensions and amounts outstanding hereunder denominated in Other Foreign Currencies. Such
Exchange Rates shall become effective as of such Valuation Date and shall be the Exchange Rates employed in converting any amounts
between the applicable currencies until the next Valuation Date to occur. Except for purposes of financial statements delivered
by the Borrower Representative hereunder or except as otherwise provided herein, the applicable amount of any currency (other than
Dollars) for purposes of the Loan Documents shall be the Dollar Equivalent of such currency as so determined by the Administrative
Agent.


(b)       Whenever
in this Agreement in connection with a borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan, an amount,
such as a required minimum or multiple amount, is expressed in Dollars or Euro, but such borrowing or Eurocurrency Rate Loan is
denominated in any Other Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar or Euro
amount (rounded to the nearest unit of such Other Foreign Currency, with 0.5 of a unit being rounded upward), as determined by
the Administrative Agent.


(c)       Notwithstanding
the foregoing, for purposes of determining compliance with Sections 6.01, 6.02, 6.04, 6.06, 6.07 and 6.08, with respect to any
amount of Indebtedness, Investment, Restricted Payment, Lien or Asset Disposition in a currency other than Dollars, no Default
shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness,
Investment, Restricted Payment, Lien or Asset Disposition is incurred or made; provided, that for the avoidance of doubt,
the foregoing provisions of this Section 1.04 shall otherwise apply to such Sections, including with respect to determining whether
any Indebtedness, Investment, Restricted Payment, Lien or Asset Disposition may be incurred or made at any time under such Sections.


(d)       For
purposes of determining compliance with the Senior Secured Leverage Ratio, the Leverage Ratio, the Fixed Charge Coverage Ratio,
the Euro Equivalent of any Indebtedness denominated in any currency other than Euro will be converted into Euro based on the relevant
currency exchange rate (or average exchange rates) used with respect to such currency




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in the financial statements with respect to
which the applicable Consolidated Adjusted EBITDA is calculated.


(e)       For
the avoidance of doubt, in the case of a Loan denominated in an Other Foreign Currency, all interest and fees shall accrue and
be payable thereon based on the actual amount outstanding in such Other Foreign Currency (without any translation into the Dollar
Equivalent or Euro Equivalent thereof).


Section 1.05      Other Foreign Currencies.


(a)       The
Administrative Agent shall determine the Exchange Rates as of each Valuation Date to be used for calculating Euro Equivalent and
Dollar Equivalent amounts of Credit Extensions and amounts outstanding hereunder denominated in Other Foreign Currencies. Such
Exchange Rates shall become effective as of such Valuation Date and shall be the Exchange Rates employed in converting any amounts
between the applicable currencies until the next Valuation Date to occur. Except for purposes of financial statements delivered
by the Borrower Representative hereunder or except as otherwise provided herein, the applicable amount of any currency (other than
Dollars) for purposes of the Loan Documents shall be the Dollar Equivalent of such currency as so determined by the Administrative
Agent.


(b)       The
Foreign Borrower may from time to time request that Eurocurrency Rate Loans be made in a currency other than Dollars or Euro. In
the case of any such request with respect to the making of Eurocurrency Rate Revolving Loans, such request shall be subject to
the approval of the Administrative Agent and the Revolving Lenders.


(c)       Any
such request shall be made to the Administrative Agent not later than 11:00 a.m. (New York City time), twenty (20) Business Days
prior to the date of the desired borrowing of Loans (or such other time or date as may be agreed to by the Administrative Agent).
In the case of any such request pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each Revolving
Lender thereof. Each Revolving Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) shall notify the
Administrative Agent, not later than 11:00 a.m. (New York City time), ten (10) Business Days after its receipt of such request
as to whether it consents, in its sole discretion, to the making of Eurocurrency Rate Loans in such requested currency.


(d)       Any
failure by a Revolving Lender to respond to such request within the time period specified in the last sentence of clause (c) above
shall be deemed to be a refusal by such Revolving Lender to permit Eurocurrency Rate Loans to be made in such requested currency.
If the Administrative Agent and all the Revolving Lenders consent to making Eurocurrency Rate Loans in such requested currency,
the Administrative Agent shall so notify the Foreign Borrower and such currency shall thereupon be deemed for all purposes to be
Other Foreign Currency hereunder for purposes of any incurrence of Eurocurrency Rate Revolving Loans. If the Administrative Agent
shall fail to obtain consent to any request for an additional currency under this Section 1.05, the Administrative Agent shall
promptly so notify the Foreign Borrower.


Section
1.06      Interest Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative
Agent have any liability with respect to the




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administration, submission or any other matter
related to the rates in the definition of “Adjusted Eurocurrency Rate” or with respect to any rate that is an alternative
or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate or EURIBOR Successor
Rate) or the effect of any of the foregoing, or of any Successor Rate Conforming Changes.


Section 1.07      Limited Condition Acquisition.


Solely in the case of the
consummation of a Limited Condition Acquisition, if the Borrower has made an LCA Election, (a) the Senior Secured Leverage Ratio
and Leverage Ratio, to the extent required to be tested in connection therewith, shall be calculated on a pro forma basis and
tested as of the date of execution of the definitive agreement(s) for such Limited Condition Acquisition (as if such transaction
and other pro forma events in connection therewith were consummated on such date) (such date, the “LCA Test Date”),
(b) for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default,
as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall be deemed
satisfied, so long as no Event of Default exists on the LCA Test Date, and immediately after giving effect to, the consummation
of such Limited Condition Acquisition and no Specified Event of Default shall have occurred immediately prior to the consummation
of such Limited Condition Acquisition, and (c) for purposes of determining compliance with any provision of this Agreement which
requires that any of the representations and warranties made by any Loan Party set forth in this Agreement or in any other Loan
Document be true and correct, such condition shall be deemed satisfied, so long as (x) the representations and warranties in this
Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier
therein) as of the LCA Test Date and (y) the “specified acquisition representations” (or such similar term as customarily
defined in the definitive agreements entered into in connection with such Limited Condition Acquisitions) and the Specified Representations
(modified solely to the extent necessary to reflect the applicable terms of such Limited Condition Acquisition as set forth in
the definitive agreement(s) governing such transaction) are true and correct in all material respects (without duplication of
any materiality qualifier therein), at the time of, and immediately after giving effect to, the consummation of such Limited Condition
Acquisition. If a Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent
calculation of any ratio or basket in connection with any subsequent Limited Condition Acquisition to be entered into on or following
such LCA Test Date for any such original acquisition and prior to the earlier of (i) the date on which such original Limited Condition
Acquisition is consummated and (ii) the date that the definitive agreement for such original Limited Condition Acquisition is
terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated
on a pro forma basis (x) assuming that such Limited Condition Acquisition has been consummated, including any incurrence of Indebtedness
and the use of the proceeds thereof and the Consolidated Adjusted EBITDA and Consolidated Net Income of the target of such Limited
Condition Acquisition, and (y) assuming that such original Limited Condition Acquisition has not been consummated, excluding Consolidated
Adjusted EBITDA and Consolidated Net Income of the target and any Indebtedness to be incurred.




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ARTICLE II. 

LOANS


Section 2.01      Term Loans.


(a)       Loan
Commitments. Subject to the terms and conditions hereof, each Term Lender severally agrees to make, on the Closing Date, (A)
a Dollar Tranche B Term Loan to the U.S. Borrower in an amount equal to such Lender’s Dollar Tranche B Term Loan Commitment
and (B) a Euro Tranche B Term Loan to the Spanish Borrower in an amount equal to such Lender’s Euro Tranche B Term Loan
Commitment.


The Borrowers may make only one borrowing
under each of the Dollar Tranche B Term Loan Commitments and the Euro Tranche B Term Loan Commitments, which shall be on the Closing
Date.


Each Lender may, at its
option, make any Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided,
that (i) respect to a Lender under the Euro Tranche B Term Loan that is a Spanish Qualifying Lender, such branch or Affiliate qualifies
as a Spanish Qualifying Lender, and (ii) any exercise of such option shall not affect in any manner the obligation of the applicable
Borrower to repay such Term Loan in accordance with the terms of this Agreement.


Any amount borrowed under
this Section 2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts
owed hereunder with respect to the Dollar Tranche B Term Loans and the Euro Tranche B Term Loans shall be paid in full no later
than the Dollar Tranche B Term Loan Maturity Date and the Euro Tranche B Term Loan Maturity Date, respectively. Each Lender’s
Tranche B Term Loan Commitments shall terminate immediately and without further action on the Closing Date after giving effect
to the funding of such Lender’s Tranche B Term Loan Commitments on such date.


(b)       Borrowing
Mechanics for Term Loans.


(i)       The
Borrowers shall deliver to the Administrative Agent a fully executed Borrowing Notice no later than three (3) Business Days prior
to the Closing Date. Promptly upon receipt by the Administrative Agent of such Borrowing Notice, the Administrative Agent shall
notify each Lender of the proposed borrowing.


(ii)       Each
Lender shall make its Tranche B Term Loans available to the Administrative Agent not later than 10:00 a.m. (New York City time)
on the Closing Date, by wire transfer of Same Day Funds in Dollars, at the Principal Office designated by the Administrative Agent.
Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of such
Term Loans available to the applicable Borrower on the Closing Date by causing an amount of Same Day Funds in Dollars equal to
the proceeds of all such Loans received by the Administrative Agent from Lenders to be credited to the account of the applicable
Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing
to the Administrative Agent by the applicable Borrower.




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Section 2.02      Revolving Loans.


(a)       Revolving
Commitments. During the Revolving Commitment Period, subject to the terms and conditions hereof, each Revolving Lender severally
agrees to make Revolving Loans to the Foreign Borrower in an aggregate amount up to but not exceeding such Lender’s Revolving
Commitment; provided, that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization
of Revolving Commitments exceed the Revolving Commitments then in effect. Loans in respect of the Revolving Commitments may be
drawn in any Approved Currency, as specified in the Borrowing Notice. Amounts borrowed pursuant to this Section 2.02(a) may be
repaid and reborrowed during the Revolving Commitment Period. Each Lender may, at its option, make any Revolving Loan by causing
any domestic or foreign branch or Affiliate of such Lender to make such Revolving Loan; provided, that (i) with respect
to a Lender under the Revolving Loan that is an Irish Qualifying Lender, such branch or Affiliate qualifies as an Irish Qualifying
Lender and (ii) any exercise of such option shall not affect in any manner the obligation of the Foreign Borrower to repay such
Revolving Loan in accordance with the terms of this Agreement. Each Lender’s Revolving Commitments shall expire on the Revolving
Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and
the Revolving Commitments shall be paid in full no later than such date. Subject to the terms of this Agreement and the Ancillary
Documents, an Ancillary Lender may make available an Ancillary Facility to the Foreign Borrower in place of all or part of its
Revolving Commitments.


(b)       Borrowing
Mechanics for Revolving Loans.


(i)       (A)
Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000
in excess of that amount and (B) Revolving Loans that are Eurocurrency Rate Loans shall be in an aggregate minimum amount of $5,000,000
(or €5,000,000 with respect to any drawing in Euro) and integral multiples
of $1,000,000 (or €1,000,000 with respect to any drawing in Euro) in
excess of that amount. In the case of Loans made in Other Foreign Currencies, such minimums shall be established by the Administrative
Agent to be the applicable Foreign Currency Equivalent. Revolving Loans that are borrowed in Euro may not be Base Rate Loans.


(ii)       Whenever
the Foreign Borrower desires that Lenders make Revolving Loans, it shall deliver to the Administrative Agent a fully executed Borrowing
Notice no later than 11:00 a.m. (New York City time) (A) at least (x) three (3) Business Days in advance of the proposed Credit
Date in the case of a Eurocurrency Rate Loan denominated in Dollars and (y) four (4) Business Days in advance of the proposed Credit
Date in the case of a Eurocurrency Rate Loan denominated in Euro and (B) at least one Business Day in advance of the proposed Credit
Date in the case of a Revolving Loan that is a Base Rate Loan. In the case of Loans made in Other Foreign Currencies, such minimum
timeframes shall be established by the Administrative Agent and notified to the Borrowers. Except as otherwise provided herein,
a Borrowing Notice for a Revolving Loan that is a Eurocurrency Rate Loan shall be irrevocable on and after the related Interest
Rate Determination Date, and the Foreign Borrower shall be bound to make a borrowing in accordance therewith.




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(iii)       Notice
of receipt of each Borrowing Notice in respect of Revolving Loans, together with the amount of each Lender’s Pro Rata Share
thereof, if any, together with the applicable interest rate, shall be provided by the Administrative Agent to each applicable
Lender by telefacsimile with reasonable promptness, but (provided, the Administrative Agent shall have received such notice
by 11:00 a.m. (New York City time)) not later than 2:00 p.m. (New York City time) on the same day as the Administrative Agent’s
receipt of such Borrowing Notice from the Foreign Borrower. Each Lender shall make the amount of its Revolving Loans available
to the Administrative Agent not later than 10:00 a.m. (New York City time) on the applicable Credit Date by wire transfer of Same
Day Funds in the applicable requested Approved Currency, at the Principal Office designated by the Administrative Agent.


(iv)       Except
as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make
the proceeds of Revolving Loans available to the Foreign Borrower on the applicable Credit Date by causing an amount of Same Day
Funds in the requested Approved Currency equal to the proceeds of all such Revolving Loans received by the Administrative Agent
from Lenders to be credited to the account of the Foreign Borrower at the Principal Office designated by the Administrative Agent
or such other account as may be designated in writing to the Administrative Agent by the Foreign Borrower.


Section 2.03      [Reserved].


Section 2.04      [Reserved].


Section 2.05      Pro Rata Shares; Availability
of Funds.


(a)       Pro
Rata Shares. All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their
respective Pro Rata Shares of the applicable Class of Loans, it being understood that no Lender shall be responsible for any default
by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required
hereby nor shall any Term Loan Commitments or any Revolving Commitments of any Lender be increased or decreased as a result of
a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation
required hereby.


(b)       Availability
of Funds. Unless the Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such
Lender does not intend to make available to the Administrative Agent the amount of such Lender’s Loan requested on such Credit
Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Credit
Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the Borrowers a
corresponding amount on such Credit Date. If such corresponding amount is not in fact made available to the Administrative Agent
by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together
with interest thereon, for each day from such Credit Date until the date such amount is paid to the Administrative Agent, at the
customary rate set by the Administrative Agent for the correction of errors among banks for three (3) Business Days and 




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thereafter, if such Loan
is in Dollars, at the Base Rate and if such Loan is in any other Approved Currency, at the rate certified by the Administrative
Agent to be its cost of funds (from any source which it may reasonably select). If such Lender does not pay such corresponding
amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower
Representative and the applicable Borrower shall immediately pay such corresponding amount to the Administrative Agent together
with interest thereon, for each day from such Credit Date until the date such amount is paid to the Administrative Agent at the
Base Rate if such Loan is in Dollars and at the rate certified by the Administrative Agent to be its cost of funds (from any source
which it may reasonably select) if such Loan is in any other Approved Currency. Nothing in this Section 2.05(b) shall be deemed
to relieve any Lender from its obligation to fulfill its Term Loan Commitments and Revolving Commitments hereunder or to prejudice
any rights that any Borrower may have against any Lender as a result of any default by such Lender hereunder.


Section 2.06      Use of Proceeds.


(a)       Use
of Proceeds The proceeds of the relevant Loans advanced to the Borrowers on the Closing Date shall be applied by the Borrowers
to (i) partially repay, retire or redeem Refinanced Indebtedness and (ii) pay Transaction Costs.


(b)       Post-Closing
Use of Proceeds. The proceeds of the Revolving Loans, Incremental Term Loans and any utilization under any Ancillary Facility
made after the Closing Date shall be applied by the applicable Borrower for working capital or general corporate purposes of the
Parent and any of its Subsidiaries, including Permitted Acquisitions; provided, that in no event shall the Revolving Loans,
Incremental Revolving Loans, Incremental Term Loans or any utilization under any Ancillary Facility be used for the payment of
any Permitted Dividend. No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause
such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of
Governors or any other regulation thereof or to violate the Exchange Act or similar law of other Relevant Jurisdiction.


Section 2.07      Evidence of Debt; Register;
Notes.


(a)       Lenders’
Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of
each Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof.
Any such recordation shall be conclusive and binding on each Borrower, absent manifest error; provided, that the failure
to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitment or any
Borrower’s Obligations in respect of any Loans; provided, further, that in the event of any inconsistency between
the Register and any Lender’s records, the recordations in the Register shall govern.


(b)       Register.
The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the
recordation of the names and addresses of Lenders, the Revolving Commitment and Loans (including stated interest) of, and principal
amounts (and stated interest) of the Loans owing to, each Lender from time to time (the “Register”). The Register
shall be available for inspection by the Borrowers at any reasonable




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time and from time to time upon reasonable prior
notice. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the
Loans (including stated interest) in accordance with the provisions of Section 10.06, and each repayment or prepayment in respect
of the principal amount of the Loans, and any such recordation shall be conclusive and binding on each Borrower and each Lender,
absent manifest error. Each Borrower hereby designates the Administrative Agent to serve as such Borrower’s agent solely
for purposes of maintaining the Register as provided in this Section 2.07, and each Borrower hereby agrees that, to the extent
the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents
and affiliates shall constitute “Indemnitees”.


(c)       Notes.
If so requested by any Lender by written notice to the Borrower Representative (with a copy to the Administrative Agent) at least
two (2) Business Days prior to the Closing Date, or at any time thereafter, each applicable Borrower shall execute and deliver
to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant
to Section 10.06) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after the Borrower Representative’s
receipt of such notice) a Note or Notes to evidence such Lender’s Tranche B Term Loans, Incremental Term Loan or Revolving
Loans, as the case may be.


Section 2.08      Interest on Loans.


(a)       Except
as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made
through repayment (whether by acceleration or otherwise) thereof as follows:


(i)       in
the case of Dollar Tranche B Term Loans and Revolving Loans:


(A)       if
a Base Rate Loan, at the Base Rate plus the Applicable Margin; or


(B)       if
a Eurocurrency Rate Loan, at the Adjusted Eurocurrency Rate plus the Applicable Margin; and


(ii)       in
the case of Euro Tranche B Term Loans, at the Adjusted Eurocurrency Rate plus the Applicable Margin.


(b)       The
basis for determining the rate of interest with respect to any Loan, and the Interest Period with respect to any Eurocurrency
Rate Loan shall be selected by the applicable Borrower and notified to the Administrative Agent and Lenders pursuant to the applicable
Borrowing Notice or Conversion/Continuation Notice, as the case may be. If on any day a Loan is outstanding with respect to which
a Borrowing Notice or Conversion/Continuation Notice has not been delivered to the Administrative Agent in accordance with the
terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan, if a Loan denominated
in Dollars, shall be a Base Rate Loan and, if a Loan denominated in Euro or any Other Foreign Currency, shall be a Eurocurrency
Rate Loan having an interest period of one month.




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(c)       There
shall be no more than fourteen (14) Interest Periods outstanding at any time with respect to the Loans (or such greater number
of Interest Periods as may be agreed to by the Administrative Agent). In the event the applicable Borrower fails to specify between
a Base Rate Loan or a Eurocurrency Rate Loan in the applicable Borrowing Notice or Conversion/Continuation Notice for any Loan
denominated in Dollars, such Loan (if outstanding as a Eurocurrency Rate Loan) shall be automatically converted into a Base Rate
Loan on the last day of the then current Interest Period for such Loan (or if outstanding as a Base Rate Loan shall remain as,
or (if not then outstanding) shall be made as, a Base Rate Loan). In the event the applicable Borrower fails to specify an Interest
Period for any Eurocurrency Rate Loan in the applicable Borrowing Notice or Conversion/Continuation Notice, the applicable Borrower
shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time),
on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest
error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurocurrency Rate Loans for
which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing
or by telephone confirmed in writing) to the Borrower Representative and each Lender.


(d)       Interest
payable pursuant to Section 2.08(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year,
as the case may be, and (ii) in the case of Eurocurrency Rate Loans, on the basis of a 360-day year, in each case for the actual
number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such
Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Term Loan, the last Interest Payment
Date with respect to such Term Loan or, with respect to a Base Rate Loan being converted from a Eurocurrency Rate Loan, the date
of conversion of such Eurocurrency Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment
of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted
to a Eurocurrency Rate Loan, the date of conversion of such Base Rate Loan to such Eurocurrency Rate Loan, as the case may be,
shall be excluded; provided, that if a Loan is repaid on the same day on which it is made, one day’s interest shall
be paid on that Loan.


(e)       Except
as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each
Interest Payment Date with respect to interest accrued on and to each such payment date; (ii) shall accrue on a daily basis and
shall be payable in arrears upon any prepayment of such Loan, whether voluntary or mandatory, to the extent accrued on the amount
being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of such Loan, including final
maturity of such Loan; provided, that with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall
instead be payable on the applicable Interest Payment Date.


(f)       The
rate and time of payment of interest in respect of any Ancillary Facility shall be determined by agreement between the relevant
Ancillary Lender and the Foreign Borrower based on normal market rates and terms.


Section 2.09      Conversion/Continuation.




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(a)       Subject
to Section 2.18 and so long as no Event of Default shall have occurred and then be continuing, the Borrowers shall have the option:


(i)       to
convert at any time all or any part of any Term Loan or Revolving Loan denominated in Dollars equal to $5,000,000 and integral
multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, that a Eurocurrency
Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurocurrency Rate Loan unless the Borrowers
shall pay all amounts due under Section 2.18 in connection with any such conversion; or


(ii)       upon
the expiration of any Interest Period applicable to any Eurocurrency Rate Loan, to continue all or any portion of such Loan equal
to $5,000,000 (or €5,000,000 with respect to any drawing in Euro)
and integral multiples of $1,000,000 (or €1,000,000 with respect to any drawing in Euro) in excess of that amount
as a Eurocurrency Rate Loan;


provided, that for the avoidance of
doubt, no conversion or continuation of any Loan pursuant to this Section 2.09 shall affect the currency in which such Loan is
denominated prior to any such conversion or continuation and each such Loan shall remain outstanding denominated in the currency
originally issued; provided, further, that if the Borrower wishes to request Eurocurrency Rate Loans having an Interest
Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the
applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) four Business Days
prior to the requested date of such Loan, conversion or continuation, whereupon the Administrative Agent shall give prompt notice
to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not
later than 11:00 a.m. (New York City time), three Business Days before the requested date of such Loan, conversion or continuation,
the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period
has been consented to by all the Lenders.


(b)       The
applicable Borrower shall deliver a Conversion/Continuation Notice to the Administrative Agent with respect to Loans, no later
than 11:00 a.m. (New York City time), at least one Business Day in advance of the proposed conversion date (in the case of a conversion
to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case
of a conversion to, or a continuation of, a Eurocurrency Rate Loan). Except as otherwise provided herein, a Conversion/Continuation
Notice for conversion to, or continuation of, any Eurocurrency Rate Loans, shall be irrevocable on and after the related Interest
Rate Determination Date, and each Borrower shall be bound to effect a conversion or continuation in accordance therewith.


Section 2.10      Default
Interest. Upon the occurrence and during the continuance of an Event of Default under Section 8.01(a) the overdue principal
amount of all Loans outstanding and, to the extent permitted by applicable law, any overdue interest payments on the Loans or
any fees or other amounts owed hereunder, shall thereafter bear interest (including post-petition interest in any proceeding under
the Bankruptcy Code or other applicable bankruptcy laws) payable on demand at a rate (the “Default Rate”) that
is 2.00% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans (or, in the
case of any such fees




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and other amounts, at a rate which is 2.00%
per annum in excess of the interest rate otherwise payable for Revolving Loans that are Base Rate Loans); provided, that
in the case of Eurocurrency Rate Loans denominated in Dollars, upon the expiration of the Interest Period in effect at the time
any such increase in interest rate is effective such Eurocurrency Rate Loans shall thereupon become Base Rate Loans and shall thereafter
bear interest payable upon demand at a rate which is 2.00% per annum in excess of the interest rate otherwise payable hereunder
for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.10 is not a permitted
alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights
or remedies of the Administrative Agent or any Lender.


Section 2.11      Fees.


(a)       The
Foreign Borrower agrees to pay to Lenders (other than Defaulting Lenders) having Revolving Exposure, commitment fees equal to (A)
the actual daily amount of the difference between (1) the Revolving Commitments and (2) the Dollar Equivalent of the aggregate
principal amount of all outstanding Revolving Loans times (B) 0.50%.


All fees referred to in this Section 2.11(a)
shall be paid in Dollars to the Administrative Agent at its Principal Office and upon receipt, the Administrative Agent shall promptly
distribute to each Lender that has Revolving Exposure its Pro Rata Share thereof.


(b)       All
fees referred to in Sections 2.11(a) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and
shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year during the Revolving Commitment
Period, or if such date is not a Business Day, the immediately preceding Business Day, commencing on the first such date to occur
after the Closing Date, and on the Revolving Commitment Termination Date.


(c)       In
addition to any of the foregoing fees, the Borrowers agree to pay to Agents such other fees in the amounts and at the times separately
agreed upon.


(d)       The
rate and timing of fees in respect of any Ancillary Facility shall be determined by agreement between the relevant Ancillary Lender
and the Foreign Borrower under such Ancillary Facility based on normal market rates and terms.


Section 2.12      Scheduled Payments/Commitment
Reductions.


(a)       The
principal amount of the Euro Tranche B Term Loans shall be repaid in consecutive quarterly installments (each an “Installment”)
on the last Business Day of each Fiscal Quarter, commencing with the Fiscal Quarter ending on March 31, 2020, in an aggregate
principal amount equal to 0.25% of the aggregate principal amount of all initial Euro Tranche B Term Loans outstanding on the
Closing Date. The principal amount of the Dollar Tranche B Term Loans shall be repaid in consecutive quarterly installments (each
an “Installment”) on the last Business Day of each Fiscal Quarter, commencing with the Fiscal Quarter ending
on March 31, 2020, in an aggregate principal amount equal to 0.25% of the aggregate principal amount of all initial Dollar Tranche
B Term Loans outstanding on the Closing Date.




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All Euro Tranche B Term Loans
outstanding on the Euro Tranche B Term Loan Maturity Date shall be due and payable on such date. All Dollar Tranche B Term Loans
outstanding on the Dollar Tranche B Term Loan Maturity Date shall be due and payable on such date.


(b)       Notwithstanding
the foregoing, (i) such Installments shall be reduced in connection with any voluntary or mandatory prepayments of the Tranche
B Term Loans in accordance with Sections 2.13, 2.14 and 2.15, as applicable; and (ii) the Tranche B Term Loans, together with
all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Tranche B Term Loan
Maturity Date.


Section 2.13      Voluntary Prepayments/Commitment
Reductions.


(a)       Voluntary
Prepayments.


(i)       Any
time and from time to time (A) with respect to Base Rate Loans, any Borrower may prepay any such Loans on any Business Day in
whole or in part, in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount;
and (B) with respect to Eurocurrency Rate Loans, any Borrower may prepay any such Loans on any Business Day in whole or in part
in an aggregate minimum amount of, with respect to Loans denominated
in Dollars and prepayments of Revolving Loans, $1,000,000 and integral multiples of $1,000,000 in excess of that amount, and,
with respect to Loans denominated in Euro or any other Approved Currency, €5,000,000 and integral multiples of €1,000,000
in excess of that amount (or such lesser amount as the Administrative Agent may agree);


(ii)       All
such prepayments shall be made (A) upon not less than one Business Day’s prior written notice in the case of Base Rate Loans;
and (B) upon not less than three (3) Business Days’ prior written notice in the case of Eurocurrency Rate Loans;


in each case given to the Administrative Agent,
by 1:00 p.m. (New York City time) on the date required (and the Administrative Agent shall promptly transmit such original notice
for Term Loans or Revolving Loans, as the case may be, by telefacsimile or telephone to each Lender). Upon the giving of any such
notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified
therein. Any such voluntary prepayment shall be applied as specified in Section 2.15(a). Notwithstanding anything to the contrary
contained in this Agreement, any notice of prepayment pursuant to this Section 2.13(a) may state that the effectiveness of such
prepayment is conditioned upon the consummation of a refinancing, sale, change of control or other event specified therein, in
which case such notice may be revoked by the applicable Borrower (by written notice to the Administrative Agent on or prior to
the specified date) if such condition is not satisfied, subject to payment of any costs referred to in Section 2.18 resulting therefrom.


(b)       Voluntary
Commitment Reductions.


(i)       The
Borrowers may, upon not less than three (3) Business Days’ prior written notice confirmed in writing to the Administrative
Agent (which original written notice the Administrative Agent shall promptly transmit by telefacsimile or




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telephone
to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium
or penalty, the Revolving Commitments, in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization
of Revolving Commitments, as applicable, at the time of such proposed termination
or reduction; provided, that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount
of, $5,000,000 (or €5,000,000 with respect to any drawing in Euro) and integral multiples of $1,000,000 (or €1,000,000
with respect to any drawing in Euro) in excess of that amount (or such lesser amount as the Administrative Agent may agree).


(ii)       The
applicable Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such
termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments
shall be effective on the date specified in the applicable Borrower’s notice and shall reduce the Revolving Commitments
of each Lender proportionately to its Pro Rata Share thereof.


(c)       Below-Par
Purchases. Notwithstanding anything to the contrary contained in this Section 2.13 or any other provision of this Agreement
and without otherwise limiting the rights in respect of prepayments of the Loans of the Borrowers, so long as no Event of Default
has occurred and is continuing, any Borrower may repurchase outstanding Term Loans pursuant to this Section 2.13(c) on the following
basis:


(i)       The
U.S. Borrower may make one or more offers (each, a “Dollar Offer”) to repurchase all or any portion of the
Dollar Tranche B Term Loans (such Term Loans, the “Dollar Offer Loans”), and the Spanish Borrower may make
one or more offers (each, a “Euro Offer”, and together with each Dollar Offer, an “Offer”)
to repurchase all or any portion of the Euro Tranche B Term Loans (such Term Loans, the “Euro Offer Loans”
and, together with the Dollar Offer Loans, the “Offer Loans”); provided, that (A) the applicable Borrower
delivers notice of its intent to make such Offer to the Administrative Agent at least five (5) Business Days in advance of the
launch of any proposed Offer, (B) upon the launch of such proposed Offer, the applicable Borrower delivers an irrevocable notice
of such Offer to the Auction Agent and all applicable Term Lenders (with a copy to the Administrative Agent) indicating (1) the
last date on which such Offer may be accepted, (2) the maximum Dollar amount of such Dollar Offer or maximum Euro amount of such
Euro Offer, as applicable, and (3) the repurchase price per Dollar of principal amount of such Dollar Offer Loans or the repurchase
price per Euro of principal amount of such Euro Offer Loans, as applicable, at which the applicable Borrower is willing to repurchase
such Offer Loans (which price shall be below par); (C) the maximum Dollar amount of each Dollar Offer and the maximum Euro amount
of each Euro Offer shall be an amount reasonably determined by the applicable Borrower and in consultation with the Administrative
Agent prior to the making of any such Offer; (D) the applicable Borrower shall hold such Offer open for a minimum period of days
to be reasonably determined by the Auction Agent and the applicable Borrower prior to the making of any such Offer; (E) a Term
Lender who elects to participate in the Offer may choose to sell all or part of such Term Lender’s Offer Loans; (F) such
Offer shall be made to all Term Lenders holding the Offer Loans of the applicable Class on a pro rata basis in




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accordance
with the respective principal amount then due and owing to the Term Lenders; provided, further that, if any Term
Lender elects not to participate in the Offer, either in whole or in part, the amount of such Term Lender’s Offer Loans
not being tendered shall be excluded in calculating the pro rata amount applicable to the balance of such Offer Loans and (G)
such Offer shall be conducted pursuant to such procedures the Auction Agent may establish in consultation with the applicable
Borrower (which shall be consistent with this Section 2.13(c)) and that a Lender must follow in order to have its Offer Loans
repurchased, which procedures may include a requirement that the applicable Borrower represent and warrant that it does not have
any material Non-Public Information with respect to any Loan Party (or its Subsidiaries) that could be material to a Lender’s
decision to participate in such Offer;


(ii)       With
respect to all repurchases made by the applicable Borrower such repurchases shall be deemed to be voluntary prepayments pursuant
to this Section 2.13 in an amount equal to the aggregate principal amount of such Term Loans, provided, that such repurchases
shall not be subject to the provisions of paragraphs (a) and (b) of this Section 2.13 or Section 2.17;


(iii)       Upon
the purchase by the applicable Borrower of any Term Loans, (A) automatically and without the necessity of any notice or any other
action, all principal and accrued and unpaid interest on the Term Loans so repurchased shall be deemed to have been paid for all
purposes and shall be cancelled and no longer outstanding for all purposes of this Agreement and all other Loan Documents (and
in connection with any Term Loan purchased pursuant to this Section 2.13(c), the Administrative Agent is authorized to make appropriate
entries in the Register to reflect such cancellation) and (B) the applicable Borrower will promptly advise the Administrative
Agent of the total amount of Offer Loans that were repurchased from each Lender who elected to participate in the Offer;


(iv)       Failure
by the Borrowers to make any payment to a Lender required by an agreement permitted by this Section 2.13(c) shall not constitute
an Event of Default under Section 8.01(a);


(v)       No
proceeds of any Revolving Loans may be used to effectuate a purchase of any Offer Loans;


(vi)       After
giving effect to each purchase of an Offer Loan, all cash and Cash Equivalents not subject to any Lien (other than Liens in favor
of the Collateral Agent or Liens permitted by Section 6.02(r)) shall equal at least $50,000,000;


(vii)       Such
Offer shall not have been deemed to constitute a “distressed exchange” by Moody’s or S&P;


(viii)       With
respect to all purchases of Term Loans of any Class or Classes made by the applicable Borrower pursuant to this Section 2.13(c),
the applicable Borrower shall pay on the settlement date of each such purchase all principal of, and accrued and unpaid interest,
if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase; and




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(ix) As of
the launch date of any purchase and the effective date of such purchase, the Borrowers are not in possession of any information
regarding any Loan Party, its assets, its ability to perform its Obligations or any other matter that may be material to a decision
by any Lender to participate in any purchase, or participate in any of the transactions contemplated thereby, that has not previously
been disclosed to the Administrative Agent and the Lenders.


(d)       Tranche
B Term Loan Call Protection. In the event that (i) all or any portion of the Tranche B Term Loans are (A) voluntarily prepaid
pursuant to Section 2.13 or mandatorily prepaid pursuant to Section 2.14, in each case, with the proceeds of other Indebtedness
having a weighted average yield that is less than the weighted average yield applicable to the Tranche B Term Loans so prepaid
or (B) repriced or effectively refinanced through any waiver, consent or amendment of the Tranche B Term Loans (which repricing
or refinancing would have the effect of reducing the stated rate of interest with respect to the Tranche B Term Loans so repriced
or refinanced) or (ii) a Term Lender is replaced as a result of the mandatory assignment of its Tranche B Term Loans in the circumstances
described in Section 2.23 following the failure of such Term Lender to consent to an amendment of this Agreement that would have
the effect of reducing the weighted average yield with respect to the Tranche B Term Loans of such Term Lender, in each case,
for any reason prior to the six-month anniversary of the Closing Date, such prepayments, effective refinancings, refinancings
or, solely with respect to such replaced Term Lender, mandatory assignments, will be made at 101.0% of the amount prepaid, effectively
refinanced, refinanced or mandatorily assigned and, with respect to amounts repriced, at a premium of 1.00% on the amount so repriced.


Section 2.14      Mandatory Prepayments/Commitment
Reductions.


(a)       Asset
Dispositions. No later than the third Business Day following the date of receipt by any Group Member of any Net Cash Proceeds
in respect of any Asset Disposition permitted pursuant to Section 6.08(d), the Loans shall be repaid as set forth in Section 2.15(b)
in an aggregate amount equal to 100.0% of such Net Cash Proceeds; provided, that so long as no Event of Default shall have
occurred and be continuing at the time of the delivery of the notice described below or at the proposed time of the investment
of such Net Cash Proceeds as described below, each Borrower shall have the option, upon written notice to the Administrative Agent,
directly or through one or more of its Subsidiaries, to invest such Net Cash Proceeds within three hundred sixty-five (365) days
of receipt thereof in assets used or useful in the business of any Group Member to the extent such investments are otherwise permitted
under this Agreement; provided, that pending any such investment all such Net Cash Proceeds may be applied to prepay the
Revolving Loans to the extent outstanding (without a reduction in the Revolving Commitments).


(b)       Insurance/Condemnation
Proceeds. No later than the third Business Day following the date of receipt by any Group Member, or the Administrative Agent
as loss payee, of any Net Cash Proceeds of a Casualty Event, the Loans shall be repaid as set forth in Section 2.15(b) in an aggregate
amount equal to such Net Cash Proceeds; provided, that so long as no Event of Default shall have occurred and be continuing
at the time of the delivery of the notice described below or at the proposed time of the investment of such Net Cash Proceeds as
described below, each Borrower shall have the option, upon written notice to the Administrative Agent, directly or




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through one or more of its Subsidiaries to invest
such Net Cash Proceeds within three hundred sixty-five (365) days of receipt thereof in assets used or useful in the business of
any Group Member, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided,
that pending any such investment all such Net Cash Proceeds, as the case may be, may be applied to prepay the Revolving Loans to
the extent outstanding (without a reduction in Revolving Commitments).


(c)       Issuance
or Incurrence of Debt. On the date of receipt by any Group Member of any Net Cash Proceeds from the issuance or incurrence
of any Indebtedness of any Group Member (other than with respect to any Indebtedness permitted to be incurred pursuant to Section
6.01, but including Indebtedness permitted to be incurred pursuant to Section 6.01(m) and Section 6.01(q)), the Borrowers shall
prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100.0% of such Net Cash Proceeds.


(d)       Consolidated
Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal
Year ended December 31, 2020), the Borrowers shall, no later than one hundred and five (105) days after the end of such Fiscal
Year, prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to (i) the Applicable Sweep Percentage of such
Consolidated Excess Cash Flow minus (ii)(a) the face amount of Loans prepaid pursuant to Section 2.13(a) (excluding (x) repayments
of Revolving Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments and
(y) repayments of Loans with the Net Cash Proceeds of any Credit Agreement Refinancing Indebtedness) and the face amount of the
prepayment of any other Indebtedness that is secured by a Lien on the Collateral that ranks pari passu in right of security with
the Loan, (b) the aggregate amount of any Investments, Restricted Payments and Consolidated Capital Expenditures made in cash during
such Fiscal Year, in each case, to the extent permitted to be made under this Agreement and without duplication of clause (c) below
and (c) without duplication of clause (b) above, the aggregate amount of Investments, Restricted Payments and Consolidated Capital
Expenditures committed to be made in cash during the four fiscal quarters immediately following such Fiscal Year, in each case
of the foregoing clauses (a), (b) and (c), to the extent not funded with the proceeds of long-term Indebtedness (other than revolving
Indebtedness).


(e)       Change
of Control. In the event that a Change of Control shall occur, not later than the Business Day next following such Change of
Control, the Borrowers shall immediately prepay the Loans as set forth in Section 2.15(b) and the Commitments of each Lender shall
be reduced to zero.


(f)       Revolving
Loans. The Foreign Borrower shall from time to time prepay the Revolving Loans to the extent necessary so that the Total Utilization
of Revolving Commitments shall not at any time exceed the Revolving Commitments then in effect. Notwithstanding the foregoing,
mandatory prepayments of Revolving Loans that would otherwise be required pursuant to this Section 2.14(f) solely as a result of
fluctuations in Exchange Rates from time to time shall only be required to be made on the last Business Day of each month on the
basis of the Exchange Rate in effect on such Business Day.




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(g)       Prepayment
Certificate. Concurrently with any prepayment of the Loans pursuant to Sections 2.14(a) through 2.14(d), the Borrower Representative
shall deliver to the Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of
the applicable net proceeds or Consolidated Excess Cash Flow, as the case may be. In the event that the Borrower Representative
shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, the applicable
Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and the Borrower Representative
shall concurrently therewith deliver to the Administrative Agent a certificate of an Authorized Officer demonstrating the derivation
of such excess.


Section 2.15      Application of Prepayments;
Application of Proceeds of Collateral.


(a)       Application
of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified
by the applicable Borrower in the applicable notice of prepayment (including to which Class of Loan and to any amortization payments
thereof); provided, that in the event the applicable Borrower fails to specify the Loans to which any such prepayment shall
be applied, such prepayment shall be applied as follows:


first,
to repay outstanding Revolving Loans to the full extent thereof without a reduction in the Revolving Commitment; and


second,
to prepay the Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof); and further
applied on a pro rata basis to the remaining scheduled Installments of principal of each tranche of Term Loan. 


(b)       Application
of Mandatory Prepayments by Type of Loans. Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall
be applied as follows:


first, to repay
Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and further applied first
to the next eight scheduled Installments of principal in respect of the Term Loans on a pro rata basis in direct order of maturity
and second on a pro rata basis to the remaining scheduled Installments of principal of each tranche of Term Loan; provided,
if at the time any amount is required to be paid pursuant to Section 2.14(a) or (b), any Borrower is required to offer to repurchase
Permitted Pari Passu Secured Refinancing Debt or Senior Secured Notes pursuant to the terms of the documentation governing such
Indebtedness with any Net Cash Proceeds specified therein (such Permitted Pari Passu Secured Refinancing Debt or Senior Secured
Notes required to be offered to be so repurchased, “Other Applicable Indebtedness”), then such Borrower may
apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the
Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such Net Cash Proceeds allocated
to Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable
Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to
the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase of Other Applicable
Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to




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Section 2.14(a) or (b), as applicable,
shall be reduced accordingly; provided further, that to the extent the holders of Other Applicable Indebtedness
decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within 10 Business Days after
the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; and


second, to repay outstanding Revolving
Loans to the full extent thereof.


(c)       Application
of Prepayments of Loans to Base Rate Loans and Eurocurrency Rate Loans. Considering each Class of Loans being prepaid separately,
any prepayment of Loans shall be applied first to Base Rate Loans to the full extent thereof before application to Eurocurrency
Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by the Borrowers pursuant to
Section 2.18(c).


(d)       Application
of Payments After an Event of Default; Application of Proceeds of Collateral. All payments made by any Borrower after any Event
of Default and all proceeds received by the Collateral Agent in respect of any sale of, any collection from, or other realization
upon all or any part of the Collateral shall be applied in full or in part by the Collateral Agent against, the Obligations in
the following order of priority: first, to the payment of all documented costs and expenses of such sale, collection or
other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all other expenses,
liabilities and advances made or incurred by the Collateral Agent in connection therewith, and all amounts for which the Collateral
Agent is entitled to indemnification hereunder (in its capacity as the Collateral Agent and not as a Lender) and all advances made
by the Collateral Agent hereunder for the account of the applicable Loan Party, and to the payment of all documented costs and
expenses paid or incurred by the Collateral Agent in connection with the exercise of any right or remedy hereunder, all in accordance
with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations
for the ratable benefit of the Lenders and the Lender Counterparties; and third, to the extent of any excess of such proceeds,
to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or
as a court of competent jurisdiction may direct.


(e)       Waivable
Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, in the event the Borrowers are required to
make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Tranche B Term Loans pursuant to Section
2.14 (other than Section 2.14(e)), not less than five Business Days prior to the date (the “Required Prepayment Date”)
on which the Borrowers are required to make such Waivable Mandatory Prepayment, the Borrower Representative shall notify Administrative
Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding
Tranche B Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s
option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower Representative
and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date
(it being understood that any Lender which does not notify the Borrower Representative and the Administrative Agent of its election
to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected,
as of such date, not to exercise such option). On the Required Prepayment Date,




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the Borrowers shall pay to Administrative Agent
the amount of the Waivable Mandatory Prepayment, which amount shall be applied in an amount equal to that portion of the Waivable
Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Tranche B Term Loans
of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Tranche B Term Loans in accordance
with Section 2.15(b)).


Section 2.16      Payments Generally; Administrative
Agent’s Clawback.


(a)       All
payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim,
defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest
on Loans denominated in Euro or Other Foreign Currency, all payments by the Borrowers hereunder shall be made to the Administrative
Agent, for the account of the respective Lenders to which such payment is owed, at the Principal Office in Dollars and in Same
Day Funds not later than 2:00 p.m. (New York City time) on the date specified herein. All payments in respect of the principal
amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on
the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on
a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable
before application to principal. For purposes of computing interest and fees, funds received by the Administrative Agent after
2:00 p.m. (New York City time) on such due date shall be deemed to have been paid by the Borrowers on the next succeeding Business
Day. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest
on Loans denominated in Euro or Other Foreign Currency shall be made to the Administrative Agent, for the account of the respective
Lenders to which such payment is owed, at the Principal Office in Euro or such Other Foreign Currency and in Same Day Funds not
later than the applicable time specified by the Administrative Agent on the dates specified herein. If, for any reason, any Borrower
is prohibited by any law from making any required payment hereunder in Euro or Other Foreign Currency, such Borrower shall make
such payment in Dollars in the Dollar Equivalent of Euro or the Other Foreign Currency payment amount. Without limiting the generality
of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States.
The Administrative Agent will promptly distribute to each Lender its applicable percentage (or other applicable share as provided
herein) of such payment in like funds as received by wire transfer to such Lender’s lending office. All payments received
by the Administrative Agent (i) after 2:00 p.m. (New York City time), in the case of payments in Dollars or Euro, or (ii) after
the applicable time specified by the Administrative Agent in the case of payments in Other Foreign Currency, shall in each case
be deemed received on the latter of (i) the time such funds become available funds and (ii) the next succeeding Business Day,
in each case, any applicable interest or fee shall continue to accrue and such payment shall be considered a non-conforming payment.
The Administrative Agent shall give prompt telephonic notice to the Borrower Representative and each applicable Lender (confirmed
in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default
in accordance with the terms of Section 8.01(a). If an Event of Default shall have occurred and not otherwise been waived, and
the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments or proceeds received by Agents
hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements






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described in Section 2.15(d). Notwithstanding
the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected
Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, the Administrative Agent shall give
effect thereto in apportioning payments received thereafter. Subject to the provisos set forth in the definition of “Interest
Period” as they may apply to Revolving Loans, if any payment to be made by any Borrower shall come due on a day other than
a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing
interest or fees, as the case may be.


(b)      (i)      Funding
by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender
prior to the proposed date of any Credit Extension of Eurocurrency Rate Loans (or, in the case of any Credit Extension of Base
Rate Loans, prior to 12:00 noon on the date of such Credit Extension) that such Lender will not make available to the Administrative
Agent such Lender’s share of such Credit Extension, the Administrative Agent may assume that such Lender has made such share
available on such date in accordance with Section 2.01 or 2.02 (or, in the case of a Credit Extension of Base Rate Loans, that
such Lender has made such share available in accordance with and at the time required by Section 2.01 or 2.02) and may, in reliance
upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in
fact made its share of the applicable Credit Extension 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 in Same Day
Funds with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding
the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate,
plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing,
and (B) in the case of a payment to be made by such Borrower, the interest rate applicable to Base Rate Loans. Each Borrower hereby
authorizes the Administrative Agent to charge such Borrower’s accounts with the Administrative Agent in order to cause timely
payment to be made to the Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient
funds being available in its accounts for that purpose). If such Borrower and such Lender shall pay such interest to the Administrative
Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such
interest paid by such Borrower for such period. If such Lender pays its share of the applicable Credit Extension to the Administrative
Agent, then the amount so paid shall constitute such Lender’s Credit Extension included in such Loan. Any payment by such
Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment
to the Administrative Agent.


(ii)       Payments
by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower
prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that such Borrower
will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders, 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, as the case may be, severally agrees to repay to
the Administrative Agent forthwith on demand the amount so distributed to such Lender, in




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Same
Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the
date of payment to the Administrative Agent, at the Overnight Rate.


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


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


(d)       Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Credit Extensions and to make payments pursuant to Section
9.06 are several and not joint. The failure of any Lender to make any Credit Extension it is required to make pursuant to this
Agreement or to make any payment under Section 9.06 on any date required hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its required
Credit Extensions pursuant to this Agreement or to make its payment under Section 9.06.


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


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


Section 2.17      Ratable
Sharing. Lenders agree among themselves, that, if any of them shall, whether by voluntary payment (other than a voluntary prepayment
of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s
lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise (including amounts
received by any such Lender in excess of those received by other Lenders as a result of the application of article 91.7 of the
Spanish Insolvency Law (Law 22/2003 of 9th July)), or as adequate protection of a deposit treated as cash collateral under the
Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts
then due and owing to such Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due”
to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate




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Amounts Due to such other Lender, then the Lender
receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of
such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from
each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate
Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion
to the Aggregate Amounts Due to them; provided, that if all or part of such proportionately greater payment received by
such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy, reorganization, insolvency or examinership
of any Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be
returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Each Borrower expressly consents
to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s
lien, set-off or counterclaim with respect to any and all monies owing by any Borrower to that holder with respect thereto as fully
as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.17 shall not
be construed to apply to (i) 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 payments made with proceeds of Collateral
applied as set forth in Section 2.15(d), (ii) any payment obtained by any Lender as consideration for the assignment or sale of
a participation in any of its Loans or other Obligations owed to it. For the avoidance of doubt, no Lender to the Foreign Borrower
or Lender to the Spanish Borrower shall make payments to a Lender to the U.S. Borrower pursuant to this Section 2.17.


Section 2.18      Making or Maintaining
Eurocurrency Rate Loans.


(a)       Reserved.


(b)       Illegality.
Notwithstanding any other provision herein, if the adoption of or any change in any law, treaty, governmental rules, regulation
or guideline or order, or in the interpretation or application thereof (including, for the avoidance of doubt, any Change in Law)
shall make it unlawful for any Lender to make or maintain Eurocurrency Rate Loans as contemplated by this Agreement (such Lender
an “Affected Lender”), (i) the commitment of such Lender hereunder to make Eurocurrency Rate Loans, continue
Eurocurrency Rate Loans as such and convert Base Rate Loans to Eurocurrency Rate Loans shall forthwith be canceled until such
time as it shall no longer be unlawful for such Lender to make or maintain the affected Loan and (ii) with respect to any such
Lender’s Loans then outstanding as Eurocurrency Rate Loans denominated in Dollars, if any, shall be converted automatically
to Base Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such
earlier period as required by law. If any such conversion of a Eurocurrency Rate Loan occurs on a day which is not the last day
of the then current Interest Period with respect thereto, the applicable Borrower shall pay to such Lender such amounts, if any,
as may be required pursuant to Section 2.18(c).


(c)       Compensation
for Breakage or Non-Commencement of Interest Periods. The applicable Borrower shall compensate each Lender, upon written request
by such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and
liabilities (including any interest paid by such Lender to Lenders of funds borrowed




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by it to make or carry its Eurocurrency Rate
Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such
funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by
such Lender) a borrowing of any Eurocurrency Rate Loan does not occur on a date specified therefor in a Borrowing Notice, or a
conversion to or continuation of any Eurocurrency Rate Loan does not occur on a date specified therefor in a Conversion/Continuation
Notice; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurocurrency Rate Loans occurs
on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurocurrency
Rate Loans is not made on any date specified in a notice of prepayment given by the applicable Borrower or the Borrower Representative;
provided, that for purposes of calculating amounts payable by the applicable Borrower to the Lenders pursuant to this Section
2.18(c), each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Adjusted Eurocurrency Rate for
such Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and for a comparable
period, whether or not such Eurocurrency Rate Loan was in fact so funded; and provided further, that amounts
payable under this Section 2.18(c) shall be calculated without regard to the last sentence of the definition of “Adjusted
Eurocurrency Rate”.


(d)       Booking
of Loans. Any Lender may make, carry or transfer Loans at, to or for the account of any of its branch offices or the office
of an Affiliate of such Lender.


(e)       Assumptions
Concerning Funding of Eurocurrency Rate Loans. Calculation of all amounts payable to a Lender under this Section 2.18 and under
Section 2.19 shall be made as though such Lender had actually funded each of its relevant Eurocurrency Rate Loans through the purchase
of a Eurocurrency deposit bearing interest at the rate obtained pursuant to the first sentence of the definition of “Adjusted
Eurocurrency Rate” in an amount equal to the amount of such Eurocurrency Rate Loan and having a maturity comparable to the
relevant Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of such Lender to the relevant
office of such Lender; provided, that each Lender may fund each of its Eurocurrency Rate Loans in any manner it sees fit
and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.18 and
under Section 2.19.


Section 2.19      Increased Costs; Capital
Adequacy.


(a)       Compensation
For Increased Costs and Taxes. Subject to the provisions of Section 2.20 (which shall be controlling with respect to the matters
covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and
conclusive and binding upon all parties hereto) that any Change in Law (i) subjects such Lender (or its applicable lending office)
to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (e) of the definition of “Excluded
Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto; (ii) imposes, modifies or holds applicable any reserve
(including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance,
liquidity requirement or similar requirement against assets held by, or deposits or other liabilities in or for the account of,
or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office




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of such Lender (other than any such reserve
or other requirements with respect to Eurocurrency Rate Loans that are reflected in the definition of Adjusted Eurocurrency Rate);
or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending
office) or its obligations hereunder or the London interbank market or the relevant off-shore interbank market for any Other Foreign
Currency; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining
Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto;
then, in any such case, the applicable Borrower shall promptly pay to such Lender, upon receipt of the written statement referred
to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating,
interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for
any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to the Borrower Representative
(with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the
additional amounts owed to such Lender under this Section 2.19(a), which statement shall be conclusive and binding upon all parties
hereto absent manifest error.


(b)       Capital
Adequacy Adjustment. In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability
after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, liquidity requirement
or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office)
with any guideline, request or directive regarding capital adequacy or liquidity requirement (whether or not having the force
of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate
of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to,
such Lender’s Loans or Revolving Commitment, or participations therein or other obligations hereunder with respect to the
Loans, to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness,
phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation
with regard to capital adequacy or liquidity requirement), then from time to time, within five (5) Business Days after receipt
by the Borrower Representative from such Lender of the statement referred to in the next sentence, the applicable Borrower shall
pay to such Lender such additional amount or amounts as shall compensate such Lender or such controlling corporation for such
reduction. Such Lender shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement,
setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b),
which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections
(a) and (b) of this Section 2.19 shall apply to any Change in Law.


Section 2.20      Taxes; Withholding, Etc.



(a)       Payments
to Be Free and Clear. All sums payable by or on behalf of any Loan Party hereunder and under any other Loan Document shall
(except to the extent required by law) be paid free and clear of, and without any deduction or withholding for or on account of,
any Tax imposed, levied, collected, withheld or assessed by any Governmental Authority.




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(b)       Withholding
of Taxes. If any Withholding Agent is required by law (as determined in the good faith discretion of an applicable Withholding
Agent) to make any deduction or withholding for or on account of any Taxes from any sum paid or payable by or on behalf of any
Loan Party to the Administrative Agent or any Lender under any of the Loan Documents: (i) the applicable Withholding Agent shall
be entitled to make such withholding or deduction; (ii) the Withholding Agent shall pay any such Taxes on or before the date such
payment is required by law; (iii) if such Tax is an Indemnified Tax, then the sum payable by such Loan Party shall be increased
to the extent necessary to ensure that, after the making of such deduction or withholding, the Administrative Agent or such Lender,
as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction or withholding
been required or made (after taking into account any additional deduction or withholding or payment of any Indemnified Taxes on
such increased payment); and (iv) within thirty (30) days after the due date of payment of any Tax which it is required by clause
(ii) above to pay, the applicable Loan Party shall deliver to the Administrative Agent evidence satisfactory to the Administrative
Agent of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.


(c)       Evidence
of Exemption from Withholding Tax.


(i)       Any
Lender that is entitled to an exemption from or reduction of withholding in respect of payments hereunder or under any other Loan
Document shall, to the extent it may lawfully do so, deliver to the Borrowers and the Administrative Agent, at the time or times
prescribed by applicable requirements of law and thereafter when reasonably requested by the Borrowers or the Administrative Agent,
such properly completed and executed documentation and information prescribed by applicable requirements of law as will permit
(as reasonably determined by the Borrowers in their sole discretion) such payments to be made without withholding (including back-up
withholding) or at a reduced rate of withholding and to allow the Borrowers to comply with their respective diligence and information
reporting requirements. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission
of such documentation (other than such documentation set forth in Section 2.20(c)(ii), Section 2.20(c)(iii), Section 2.20(c)(iv),
Section 2.20(c)(v) or Section 2.20(c)(vi) below) shall not be required if in the Lender’s reasonable judgment such completion,
execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the
legal or commercial position of such Lender.


(ii)       In
connection with the Euro Tranche B Term Loan, without limiting the generality of the foregoing, each Lender holding an interest
in the Euro Tranche B Term Loan, on or before the first succeeding Interest Payment Date after such Lender acquires its interest
in such Euro Tranche B Term Loan (or thereafter as required by the applicable Tax laws and regulations of the Kingdom of Spain),
shall, to the extent it is permitted by applicable law, deliver to the Administrative Agent for transmission to the Borrower Representative
a certificate issued by the tax authorities of its country of tax residence stating that such Lender is resident for tax purposes
therein; provided, that (A) such tax residence certificate is requested by the relevant Spanish Loan Party within forty-five
(45) days before the date a withholding of Taxes should otherwise be made, and (B) the relevant Spanish Loan Party has not been
provided before by the relevant Lender, in compliance




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with this
Section 2.20(c), with a tax residence certificate deemed to be valid, under the relevant Spanish tax laws and regulations, as
of the date a withholding of Taxes should be made. No Spanish Loan Party shall be required to apply an exemption from or reduction
of withholding in respect of Taxes, nor pay any additional amount under Section 2.20(b)(iii), as the case may be, to any Lender
holding an interest in the Euro Tranche B Term Loan if such Lender shall have failed (1) to deliver the certificate required by
this Section 2.20(c)(ii), or (2) to deliver a revised certificate required by this Section 2.20(c)(ii) as requested by the relevant
Spanish Loan Party in accordance with this Section 2.20(c)(ii); provided, that if such Lender shall have satisfied the
requirements of the first sentence of this Section 2.20(c)(ii) on or before the first succeeding Interest Payment Date after such
Lender acquired its interest in the Euro Tranche B Term Loan, nothing in this last sentence of Section 2.20(c)(ii) shall relieve
any Spanish Loan Party of its obligation to pay any sums under the Euro Tranche B Term Loan free and clear of any deduction or
withholding for or on account of any Taxes, or with additional amounts pursuant Section 2.20(b)(iii), as the case may be, in the
event that, as a result of any Change in Law, such Lender is no longer properly entitled to deliver forms, certificates or other
evidence at a subsequent date establishing the fact that such Lender is not subject to withholding (or subject to a reduced withholding)
as described herein.


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


(iv)       Without
limiting the generality of the foregoing, each Lender that is not a United States person (as such term is defined in Section 7701(a)(30)
of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. Lender”) shall, to the extent
it is permitted by applicable law, deliver to the Administrative Agent for transmission to the Borrowers, on or prior to the Closing
Date (in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment
Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary
in the determination of the Borrowers or the Administrative Agent (each in its sole discretion acting reasonably), whichever of
the following is applicable:


(1)       in
the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, executed copies of Internal Revenue Service




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Form
W-8BEN or W-8BEN-E (as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the
 “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document,
Internal Revenue Service Form W-8BEN or W-8BEN-E (as applicable) establishing an exemption from, or reduction of, U.S. federal
withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;


(2)       executed
copies of Internal Revenue Service Form W-8ECI;


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


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


(v)       Each
Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for United
States Federal income tax purposes (a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrowers
on or prior to the Closing Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement),
two (2) copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender
certifying that such Lender is exempt from U.S. federal backup withholding tax.


(vi)       Each
Lender required to deliver any forms, certificates or other evidence with respect to United States withholding matters under the
Internal Revenue Code pursuant to this Section 2.20(c) hereby agrees, from time to time after the initial delivery by such Lender
of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates
or other evidence obsolete or inaccurate in any respect, that such Lender shall promptly deliver to the Administrative Agent and
the Borrowers two (2) new copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8IMY, W-8EXP or W-9 (or, in each
case, any successor form thereto) properly completed and duly executed by such Lender.




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(vii)       Each
Lender that will qualify for an exemption from, or reduction in, deduction or withholding of any Taxes solely because it is a
Treaty Lender shall cooperate with the applicable Borrower in completing any procedural formalities (including completing and
executing any documentation) necessary for the applicable Borrower to obtain authorization to make payments to such Lender free
from any deduction or withholding of any Taxes.


(viii)       With
the exceptions of the obligations of a Lender under Section 2.20(g) and 10.06(f) below, each Lender agrees that if any form or
certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification
or promptly notify the applicable Borrower and Administrative Agent in writing of its legal inability to do so.


(d)       Without
limiting the provisions of Section 2.20(b), each Loan Party shall timely pay all Other Taxes to the relevant Governmental Authorities
in accordance with applicable law. Each Loan Party or the Borrowers shall deliver to the Administrative Agent official receipts
or other evidence of such payment reasonably satisfactory to the Administrative Agent in respect of any Other Taxes payable hereunder
promptly after payment of such Other Taxes.


(e)       The
Loan Parties shall jointly and severally indemnify the Administrative Agent and any Lender for the full amount of Indemnified Taxes
for which additional amounts are required to be paid pursuant to Section 2.20(b) and Other Taxes (but not, for the avoidance of
doubt, any Excluded Taxes), in each case arising in connection with this Agreement or any other Loan Document (including any such
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to additional amounts payable under this Section 2.20)
paid by the Administrative Agent or Lender or any of their respective Affiliates and any 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. Such Administrative Agent or Lender, as the case may be, shall, at a Borrower’s request,
provide such Borrower with a written statement thereof setting forth the basis and calculation of such amounts (including any proposed
indemnifiable expenses), which written statement shall be conclusive absent manifest error with respect to any Indemnified Taxes
and Other Taxes and shall, at a Borrower’s written request and solely at such Borrower’s expense, make commercially
reasonable efforts to provide other documentation or cooperation reasonably necessary for such Borrower to contest in good faith
the imposition of such Indemnified Taxes or Other Taxes. Such payment shall be due within fifteen (15) days of such Loan Party’s
receipt of such certificate. For the avoidance of doubt, the Borrowers shall not be required to indemnify any Lender or Administrative
Agent under this Section 2.20(e) with respect to any Taxes to the extent such indemnification would result in duplication because
such Taxes have been compensated for by the payment of any additional amounts pursuant to Section 2.20(b) or Other Taxes previously
paid pursuant to Section 2.20.


(f)       If
any Lender or Administrative Agent determines, in its reasonable discretion, that it has received a refund (or credit in lieu of
a refund) in respect of any Indemnified Taxes or Other Taxes as to which indemnification or additional amounts have been paid to
it by the Borrowers or Guarantors pursuant to this Section 2.20, it shall (if such Lender or Administrative Agent in its reasonable
discretion determines that it can do so without prejudice to the retention of the amount of such refund (or credit in lieu of a
refund)) remit such refund (or




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credit in lieu of a refund) as soon as practicable
after it is determined that such refund (or credit in lieu of a refund) pertains to Indemnified Taxes or Other Taxes (but only
to the extent of indemnity payments made, or additional amounts paid, by the Borrowers or Guarantors under this Section 2.20 with
respect to the Indemnified Taxes or Other Taxes giving rise to such refund (or credit in lieu of a refund) plus any interest included
in such refund (or credit in lieu of a refund) by the relevant taxing authority attributable thereto) to the Borrowers or Guarantors,
net of all reasonable out-of-pocket expenses of the Lender or Administrative Agent, as the case may be and without interest (other
than any interest paid by the relevant taxing authority with respect to such refund (or credit in lieu of a refund)). Notwithstanding
anything to the contrary in this paragraph (f), in no event will the Lender or Administrative Agent be required to pay any amount
to the Borrowers pursuant to this paragraph (f), the payment of which would place the Lender or Administrative Agent in a less
favorable net after-Tax position than the Lender or Administrative Agent would have been in if the Tax subject to indemnification
and giving rise to such refund (or credit in lieu of a refund) had not been deducted, withheld or otherwise imposed and the indemnification
payments or additional amounts with respect to such Tax had never been paid. This paragraph (f) shall not be construed to require
any Lender or Administrative Agent to make available its Tax returns (or any other information relating to its Taxes that it deems
confidential) to the indemnifying party or any other Person. The Borrowers and such Guarantors, as applicable, upon the request
of such Lender or Administrative Agent, agree to repay as soon as reasonably practicable the amount paid over to the Borrowers
or Guarantors (plus any penalties, interest or other charges imposed by the relevant taxing authority) to such Lender or Administrative
Agent in the event such Lender or Administrative Agent is required to repay such refund (or credit in lieu of a refund) to a taxing
authority.


(g)       Each
Lender that becomes a party to this Agreement shall, on the day on which it is entered or upon succeeding to an interest in the
Commitments and/or Loans to the Foreign Borrower hereunder, confirm whether or not it is an Irish Qualifying Lender and/or a Spanish
Qualifying Lender in accordance with Section 10.06(f). Each such Lender shall promptly notify the Borrowers if there is any change
in its status as an Irish Qualifying Lender and/or a Spanish Qualifying Lender.


(h)       The
obligations of the Loan Parties to pay additional amounts pursuant to Section 2.20(b) and to provide indemnity pursuant to Section
2.20(e) shall be applied in a manner so as not to cause duplicative payments.


Section 2.21      Obligation
to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering
its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an
Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, it shall, to the extent
not inconsistent with any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain
its Credit Extensions through another office of such Lender or (b) take such other measures as such Lender may deem reasonable,
if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional
amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20 would be materially
reduced and if, as determined by such Lender in its reasonable discretion, the making, issuing, funding or maintaining of such
Revolving Commitments, Loans through such other office or in accordance with such other




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measures, as the case may be, would not otherwise
adversely affect such Revolving Commitments, Loans or the interests of such Lender; provided, that such Lender shall not
be obligated to utilize such other office pursuant to this Section 2.21 unless the Borrower Representative agrees to pay commercially
reasonable incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate
as to the amount of any such expenses payable by the Borrower Representative pursuant to this Section 2.21 (setting forth in reasonable
detail the basis for requesting such amount) submitted by such Lender to the Borrower Representative (with a copy to the Administrative
Agent) shall be conclusive absent manifest error.


Section 2.22      Defaulting Lenders.


(a)       Defaulting
Lender Adjustments. 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:


(i)       Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent hereunder
for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise)
or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.04 shall be applied at such time or times
as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder; second, as the Borrowers may request (so long as no Event of Default shall
have occurred and be continuing), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its
portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the
Administrative Agent and the Borrowers, to be held in a deposit account and released pro rata in order to satisfy such Defaulting
Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment
of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against
such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth,
so long as no Event of Default shall have occurred and be continuing, to the payment of any amounts owing to a Borrower as a result
of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such
Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise
directed by a court of competent jurisdiction; provided, that if (x) such payment is a payment of the principal amount
of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made
at a time when the conditions set forth in Section 3.02 or 3.03, as applicable, were satisfied and waived, such payment shall
be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of
any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the applicable
Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay
amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably
consents hereto.




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(ii)       Certain
Fees.


No Defaulting
Lender shall be entitled to receive any fee pursuant to Section 2.11(a) for any period during which that Lender is a Defaulting
Lender (and no Borrower shall be required to pay any such fee that otherwise would have been required to have been paid to that
Defaulting Lender).


(b)       Defaulting
Lender Cure. If the Borrower Representative and the Administrative Agent agree in writing that a Lender is no longer a Defaulting
Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice
and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding
Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans
to be held pro rata by the Lenders in accordance with the applicable Commitments, whereupon such Lender will cease to be a Defaulting
Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on
behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the
extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute
a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.


Section 2.23      Removal
or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender
(an “Increased-Cost Lender”) shall give notice to the Borrowers that such Lender is an Affected Lender or that
such Lender is entitled to receive payments under Section 2.18, 2.19 or 2.20, (ii) the circumstances which have caused such Lender
to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall
fail to withdraw such notice within five (5) Business Days after the Borrower Representative’s request for such withdrawal;
or (b) (i) any Lender shall become a Defaulting Lender, (ii) such Defaulting Lender’s default shall remain in effect and
(iii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five
(5) Business Days after the Borrowers’ request that it cure such default; or (c) in connection with any proposed amendment,
modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.05(b),
the consent of Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each, a “Non-Consenting
Lender”) whose consent is required shall not have been obtained (after confirmation request received from the Administrative
Agent to ratify its opposition); then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender
(the “Terminated Lender”), the Borrowers may, by giving written notice to the Administrative Agent and any
Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably
agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each,
a “Replacement Lender”) in accordance with the provisions of Section 10.06 and the applicable Borrower shall
pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost Lender, a Non-Consenting
Lender or a Defaulting Lender; provided, that (i) on the date of such assignment, the Replacement Lender shall pay to the
Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding
Loans of the Terminated Lender and (B) an amount equal to




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all accrued but theretofore unpaid fees owing
to such Terminated Lender pursuant to Section 2.11, such amounts to be calculated based on the Dollar Equivalent thereof with respect
to the Term Loans or Revolving Commitments; (ii) on the date of such assignment, the applicable Borrower shall pay any amounts
payable to such Terminated Lender pursuant to Section 2.13(d), to the extent applicable, 2.18(c), 2.19 or 2.20; or otherwise as
if it were a prepayment and (iii) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall
consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender.
Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving
Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided,
that any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender
agrees that if a Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated
Lender, the Administrative Agent shall be entitled (but not obligated) and is authorized by each Lender (which authorization is
irrevocable and is coupled with an interest) to execute and deliver such documentation as may be required to give effect to an
assignment in accordance with Section 10.06 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation
so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.06.
Any Borrower’s right to replace a Defaulting Lender under this Section 2.23 is, and shall be, in addition to, and not in
lieu of, all other rights and remedies available to any Borrower against such Defaulting Lender under this Agreement, at law, in
equity or by statute.


Section 2.24      Ancillary
Facilities. Type of Facility. (a) An Ancillary Facility may be by way of: (i) an overdraft facility; (ii) a guarantee, bonding,
documentary or stand-by letter of credit facility; (iii) a short term loan facility; (iv) a derivatives facility; (v) a foreign
exchange facility; or (vi) any other facility or accommodation required in connection with the business of the Group and which
is agreed by the Foreign Borrower with an Ancillary Lender.


(b)       Availability.


(i)       If
the Foreign Borrower and a Lender agree and except as otherwise provided in this Agreement, such Lender may provide an Ancillary
Facility on a bilateral basis in place of all or part of that Lender’s unutilized Revolving Commitment (which, except for
the purposes of determining the Required Lenders and for the purpose of Section 2.23, in each case, shall be reduced by the amount
of the Ancillary Commitment under that Ancillary Facility).


(ii)       An
Ancillary Facility shall not be made available unless, not later than five (5) Business Days prior to the Ancillary Commencement
Date for such Ancillary Facility, the Administrative Agent has been notified in writing by the Borrower Representative that such
Ancillary Facility has been established and specifying (A) the proposed Ancillary Commencement Date and expiration date of the
Ancillary Facility, (B) the proposed type of Ancillary Facility to be provided, (C) the proposed Ancillary Lender, (D) the proposed
Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising
more than one account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum
net amount (that amount being the “Designated Net Amount”), (E) the




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proposed
currency of the Ancillary Facility (if not denominated in Euro or U.S. Dollars) and (F) the Revolving Commitments to which such
Ancillary Facility relates, and the Borrower Representative shall have provided any other information which the Administrative
Agent may reasonably request in connection with the Ancillary Facility.


(iii)       The
Administrative Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility.
Subject to compliance with clause (b)(ii) above, (A) the Lender concerned will become an Ancillary Lender and (B) the Ancillary
Facility will be available, with effect from the date agreed by the Borrower Representative and the Ancillary Lender.


(iv)       No
amendment or waiver of a term of any Ancillary Facility shall require the consent of any Lender other than the relevant Ancillary
Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under
this Agreement (including, for the avoidance of doubt, under this Section 2.24). In such a case, the provisions of this Agreement
with regard to amendments and waivers will apply.


(c)       Terms
of Ancillary Facilities.


(i)       Except
as provided below, the terms of any Ancillary Facility will be those agreed by the Ancillary Lender and the Foreign Borrower;
provided, that such terms (A) must be based upon normal commercial terms at that time (except as varied by this Agreement);
(B) may allow only the Foreign Borrower to use the Ancillary Facility; (C) may not allow the Ancillary Outstandings to exceed
the Ancillary Commitment; and (D) shall require that the Ancillary Commitment shall be reduced to zero, and that all Ancillary
Outstandings shall be repaid (or cash collateralized in a manner acceptable to the applicable Ancillary Lender) not later than
the Revolving Commitment Termination Date (or such earlier date as the Revolving Commitment of the relevant Ancillary Lender is
reduced to zero).


(ii)       If
there is any inconsistency between any term of an Ancillary Facility and any term of this Agreement, this Agreement shall prevail
except for (A) Section 2.08(d) which shall not prevail for the purposes of calculating fees, interest or commission relating to
an Ancillary Facility; (B) an Ancillary Facility comprising more than one account where the terms of the Ancillary Documents shall
prevail to the extent required to permit the netting of balances on those accounts; and (C) where the relevant term of this Agreement
would be contrary to, or inconsistent with, the law governing the relevant Ancillary Document, in which case that term of this
Agreement shall not prevail.


(iii)       Interest,
commission and fees on Ancillary Facilities are dealt with in Sections 2.08(f) and 2.11(d).


(d)       Repayment
of Ancillary Facilities.


(i)       An
Ancillary Facility shall cease to be available on the Revolving Commitment Termination Date or such earlier date on which its
expiration occurs or on which it is cancelled in accordance with the terms of this Agreement.




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(ii)       If
an Ancillary Facility expires in accordance with its terms, the Ancillary Commitment of the Ancillary Lender shall be reduced
to zero (and such Lender’s Revolving Commitment shall be increased accordingly).


(iii)      No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash collateralization for any liabilities made
available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis
to the extent required to bring any gross outstandings down to the net limit) unless (A)   the
Revolving Commitments have been cancelled in full, or all outstanding applicable Revolving Loans have become due and payable in
accordance with the terms of this Agreement, or the Administrative Agent has declared all outstanding applicable Revolving Loans
immediately due and payable, or the expiration date of the Ancillary Facility occurs; (B)   it
becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by
this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (C) the Ancillary Outstandings (if
any) under that Ancillary Facility can be refinanced by an applicable Revolving Loan and the Ancillary Lender gives sufficient
notice to enable an applicable Revolving Loan to be made to refinance those Ancillary Outstandings.


(iv)      For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in clause (d)(iii)(C)
above can be refinanced by an applicable Revolving Loan, (A) the Revolving Commitment of the Ancillary Lender will be increased
by the amount of its Ancillary Commitment; and (B) the applicable Revolving Loan may (so long as clause (d)(iii)(A) above does
not apply) be made irrespective of whether a Default or Event of Default is outstanding or any other applicable condition precedent
is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective
of whether the Foreign Borrower shall have delivered a Borrowing Notice.


(v)       On
the making of a Revolving Loan to refinance Ancillary Outstandings, (A) each Lender will participate in such Revolving Loan on
a pro rata basis in accordance with its respective Revolving Commitment (as determined by the Administrative Agent); and (B) the
relevant Ancillary Facility shall be cancelled.


(vi)       In
relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the
Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating
compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current
law and regulations in relation to its reporting of exposures to applicable regulatory authorities as netted for capital adequacy
purposes.


(e)       Ancillary
Outstandings. The Foreign Borrower and each Ancillary Lender agrees with and for the benefit of each Lender that (i) the Ancillary
Outstandings under any Ancillary Facility provided by that Ancillary Lender shall not exceed the Ancillary Commitment applicable
to that Ancillary Facility and where the Ancillary Facility is an overdraft facility comprising more than one account, Ancillary
Outstandings under that Ancillary Facility shall not




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exceed the Designated Net Amount in respect
of that Ancillary Facility; and (ii) where all or part of the Ancillary Facility is an overdraft facility comprising more than
one account, the Ancillary Outstandings (calculated on the basis that the words in brackets in paragraph (a) of the definition
of that term were deleted) shall not exceed the Designated Gross Amount applicable to that Ancillary Facility.


(f)       Information.
The Foreign Borrower and each Ancillary Lender shall, promptly upon request by the Administrative Agent, supply the Administrative
Agent with any information relating to the operation of an Ancillary Facility (including the Ancillary Outstandings) as the Administrative
Agent may reasonably request from time to time. The Foreign Borrower consents to all such information being released to the Administrative
Agent and the Lenders.


(g)       Revolving
Commitment Amounts. Notwithstanding any other term of this Agreement, each Lender shall ensure that at all times its Revolving
Commitment is not less than its Ancillary Commitment.


Section 2.25      Incremental Facilities.


(a)       The
Spanish Borrower, Foreign Borrower or the U.S. Borrower, as applicable, may by written notice to the Administrative Agent at any
time after the Closing Date elect to request (i) prior to the Revolving Commitment Termination Date, an increase to the existing
Revolving Commitments (any such increase, the “Incremental Revolving Commitments”), (ii) the establishment
of one or more new term loan commitments or an increase to the existing Dollar Tranche B Term Loan Commitments (the “Incremental
Dollar Tranche B Term Loan Commitments”) and/or (iii) the establishment of one or more new term loan commitments or
an increase to the existing Euro Tranche B Term Loan Commitments (the
 “Incremental Euro Tranche B Term Loan Commitments”), by an amount not in excess of the Incremental Amount and
not less than $25,000,000 (or €25,000,000 with respect to any drawing in Euro) individually (or such lesser amount which
shall be approved by the Administrative Agent), and integral multiples of $10,000,000 (or €10,000,000 with respect to any
drawing in Euro) in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount
Date”) on which the applicable Borrower proposes that the Incremental Revolving Commitments or Incremental Term Loan
Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such
notice is delivered to the Administrative Agent, and (B) the identity of each Lender or other Person that is an Eligible Assignee
(each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable)
to whom such Borrower proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as
applicable, be allocated and the amounts of such allocations; provided, that the Administrative Agent may elect or decline
to arrange such Incremental Revolving Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached
to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline,
in its sole discretion, to provide an Incremental Revolving Commitment or an Incremental Term Loan Commitment. Such Incremental
Revolving Commitments or Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided,
that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental
Revolving




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Commitments or Incremental Term Loan Commitments,
as applicable; provided, that in the case of Incremental Facilities being used to make a Limited Condition Acquisition,
compliance with this clause (1) shall be determined as of the LCA Test Date and no Specified Event of Default shall exist at the
time of consummation of such Limited Condition Acquisition; (2) both before and after giving effect to the making of any Series
of Incremental Term Loans or Incremental Revolving Loans, each of the conditions set forth in Section 3.02 shall be satisfied;
provided, that if the proceeds of such Incremental Term Loan or Incremental Revolving Loan are being used to finance a Limited
Condition Acquisition, then the Specified Representations shall be true and correct in all material respects (without duplication
of any materiality qualifier contained therein) and the representations and warranties contained in the agreement relating to the
Limited Condition Acquisition as are material to the interests of the Agents and the Lenders shall be true and correct, but only
to the extent that a Loan Party, or an Affiliate of a Loan Party, has the right to terminate its obligations under such agreement
(or the right not to consummate the Limited Condition Acquisition under such agreement) as a result of the failure of such representations
and warranties to be true and correct as of such date (except to the extent relating to an earlier date, in which case as of such
earlier date); (3) no more than five (5) incremental increases are permitted; (4) the Incremental Revolving Commitments or Incremental
Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the
applicable Borrower, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative
Agent, and each of which shall be recorded in the Register and each Incremental Revolving Loan Lender and Incremental Term Loan
Lender shall be subject to the requirements set forth in Section 2.20(c); (5) the applicable Borrower shall make any payments required
pursuant to Section 2.18(c) in connection with the Incremental Revolving Commitments; (6) the applicable Borrower shall deliver
or cause to be delivered any legal opinions or other documents (including modifications of Mortgages and title insurance endorsements
or policies) as reasonably requested by the Administrative Agent in connection with any such transaction; (7) the applicable Borrower
shall deliver or cause to be delivered the items set forth in Section 5.13(d) within the timeframes set forth therein and which
shall be reasonably acceptable to the Collateral Agent and each Lender; and (8) the applicable Borrower shall have paid all fees
and expenses owing to the Agents and the Lenders in respect of such Incremental Revolving Commitments or Incremental Term Loan
Commitments. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”)
of Incremental Term Loans for all purposes of this Agreement, but at the option of the Borrowers, if permitted by applicable law,
any Series of Incremental Term Loans may be fungible with, and constitute part of a Class of existing Term Loans or a prior Series
of Incremental Term Loans.


(b)       On
any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing
terms and conditions, (i) each of the Lenders with Revolving Commitments of the same Class shall assign to each of the Incremental
Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of such Lenders, at the principal
amount thereof (together with accrued interest), such interests in the applicable Revolving Loans outstanding on such Increased
Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans
will be held by existing Lenders with Revolving Commitments of the same Class and Incremental Revolving Loan Lenders ratably in
accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the
Revolving Commitments of the applicable Class, (ii) each Incremental Revolving Commitment




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shall be deemed for all purposes a Revolving
Commitment of the applicable Class and each Loan made thereunder (an “Incremental Revolving Loan”) shall be
deemed, for all purposes, a Revolving Loan of the applicable Class and (iii) each Incremental Revolving Loan Lender shall become
a Lender with respect to the Incremental Revolving Commitment and all matters relating thereto.


(c)       On
any Increased Amount Date on which any Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction
of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of any Series shall make a Loan to the applicable
Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Series
and (ii) each Incremental Term Loan Lender of any Series shall become a Lender hereunder with respect to the Incremental Term Loan
Commitment of such Series and the Incremental Term Loans of such Series made pursuant thereto.


(d)       The
Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower Representative’s notice of each Increased
Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the
Series of Incremental Term Loan Commitments and the Incremental Term Loan Lenders of such Series, as applicable and (z) in the
case of each notice to any applicable Lender with Revolving Commitments, the respective interests in such Lender’s Revolving
Loans, in each case subject to the assignments contemplated by this Section.


(e)       The
terms and provisions of the Incremental Tranche B Term Loans and Incremental Term Loan Commitments of any Series of Incremental
Tranche B Term Loans shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche B Term
Loans of the same Class. The terms and provisions of the Incremental Revolving Loans shall be identical to the Revolving Loans
of the same Class. In the case of any Incremental Tranche B Term Loans, (i) the Weighted Average Life to Maturity of all Incremental
Tranche B Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the Tranche B Term Loans
(provided, that in calculating the Weighted Average Life to Maturity, the effect of application of prepayments to future
amortization payments shall be disregarded), (ii) the applicable Incremental Term Loan Maturity Date of each Series shall be no
earlier than the final maturity of the Tranche B Term Loans, and (iii) the yield and all other terms applicable to the Incremental
Tranche B Term Loans of each Series shall be determined by the Borrower Representative and the applicable new Lenders and shall
be set forth in each applicable Joinder Agreement; provided, that in connection with Incremental Tranche B Term Loans,
the yield applicable to such Incremental Tranche B Term Loans (after giving effect to all rate floors and all fees or original
issue discount payable with respect to such Incremental Tranche B Term Loans (and excluding for the avoidance of doubt, any underwriting
or similar fees)), as reasonably determined by the Administrative Agent, shall not be greater than the applicable yield (including
the Applicable Margin and rate floor and any original issue discount or fees payable in connection with the initial issuance of
Tranche B Term Loans of the same currency (but excluding for the avoidance of doubt any underwriting or similar fees)) payable
pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such Tranche B Term Loans,
plus 0.50% per annum unless (A) the interest rate with respect to such Tranche B Term Loans of the same currency is increased
so as to cause the then applicable interest rate under this Agreement on such Tranche B Term Loans to be not more than 0.50% less
than the yield then




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applicable to the Incremental Tranche B Term
Loans (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental
Tranche B Term Loans) and (B) the interest rate with respect to Tranche B Term Loans in any other currency and Revolving Loans
is increased by an amount equal to the amount of any increase in the interest rate for such Tranche B Term Loans pursuant to clause
(A) (this proviso the “MFN Provision”). Any Incremental Revolving Loans will be documented solely as an increase
to the Revolving Commitments of the same Class without any change in terms, other than any change that is more favorable to the
Revolving Lenders and applies equally to all Revolving Loans and Revolving Commitments of the same Class. Each Joinder Agreement
may, without the consent of any Lender other than the applicable Incremental Revolving Loan Lender or Incremental Term Loan Lender,
effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the
Administrative Agent to effect the provisions of this Section 2.25, including without limitation at the option of the applicable
Borrower, the applicable Borrower may, but shall not be required to, increase the Applicable Margin or amortization payments relating
to any existing Term Loan to bring such Applicable Margin and/or amortization payments in line with the relevant Incremental Dollar
Tranche B Term Loan Commitments or Incremental Euro Tranche B Term Loan Commitments to achieve fungibility with such existing Term
Loan.


Section 2.26       Refinancing Amendment.


(a)       Any
Borrower may from time to time, pursuant to the provisions of this Section 2.26, obtain from any Lender or any Refinancing Lender,
Credit Agreement Refinancing Indebtedness in respect of all or a portion of the Loans and Commitments of any Class then outstanding
under this Agreement in the form of Other Refinancing Loans or Other Refinancing Commitments, in each case, pursuant to a Refinancing
Amendment; provided, that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of
payment and of security with the other Loans and Commitments hereunder; (ii) will have such pricing, premiums and optional prepayment
or redemption terms as may be agreed by the applicable Borrower and the Lenders thereof; and (iii) may participate on a pro rata
basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder,
as specified in the applicable Refinancing Amendment.


(b)       The
effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set
forth in Section 3.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent
of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered
on the Closing Date under Section 3.01 and Section 5.13, including, without limitation, that the applicable Borrower shall deliver
or cause to be delivered the items set forth in Section 5.13(d) within the timeframes set forth therein and which shall be reasonably
acceptable to the Collateral Agent and each Lender. Any Credit Agreement Refinancing Indebtedness incurred under this Section 2.26
shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each
Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness
of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect
the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary
to treat




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the Loans and Commitments subject thereto as
Other Refinancing Loans and/or Other Refinancing Commitments). Any Refinancing Amendment may, without the consent of any other
Lenders, 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 Borrower Representative, to effect the provisions of this Section 2.26. This Section
2.26 shall supersede any provisions in Section 2.17 or 10.05 to the contrary.


Section 2.27      Extensions of Loans and
Commitments.


(a)       Notwithstanding
anything in this Agreement to the contrary, pursuant to one or more written offers (each an “Extension Offer”)
made from time to time by the applicable Borrower to all Lenders under any Class that is proposed to be extended under this Section
2.27, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans and Commitments of each
Lender in such Class) and on the same terms to each such Lender, such Borrower may, pursuant to the provisions of this Section
2.27, agree with one or more Lenders holding Loans and Commitments of such Class to extend the maturity date for, and to otherwise
modify consistent with this Section 2.27 the terms of, such Loans and/or Commitments (each such modification, an “Extension”).
In connection with each Extension, the applicable Borrower will provide the Administrative Agent (for distribution to the Lenders
of the applicable Class) at least 10 days (or such shorter period as may be agreed by the Administrative Agent) prior written notice
of such Extension, including the applicable Class or Classes to be extended and the requested new maturity date for the extended
Loans of each such Class (each an “Extended Maturity Date”) and the due date for Lender responses. In connection
with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date,
provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any
Lender that does not respond to any Extension Offer by the applicable due date shall be deemed to have rejected such Extension.
In connection with any Extension, the applicable Borrower shall agree to such procedures, if any, as may be reasonably established
by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.27.


(b)       After
giving effect to any Extension, the Term Loans or Revolving Commitments so extended shall cease to be a part of the Class that
they were a part of immediately prior to the Extension and shall be a new Class hereunder; provided, that at no time shall
there be more than three different Classes of Term Loans and three different classes of Revolving Commitments; provided further,
that, in the case of any Extension Amendment relating to Revolving Commitments or Revolving Loans, (i) all borrowings and all
prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative
amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving
Commitments on the relevant maturity date (such loans, the “Existing Revolving Loans”), and (ii) no termination
of Extended Revolving Commitments and no repayment of Extended Revolving Loans accompanied by a corresponding permanent reduction
in Extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied
by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of
the Existing Revolving Loans and Existing Revolving Commitments (or all Existing Revolving Commitments of such Class and related
Existing Revolving Loans shall have otherwise been terminated and repaid in full).




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(c)       The
consummation and effectiveness of each Extension shall be subject to the following:


(i)       no
Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time
of such Extension;


(ii)       the
Term Loans or Revolving Commitments, as applicable, of any Lender extended pursuant to any Extension (as applicable, “Extended
Term Loans” or “Extended Revolving Commitments”) shall have the same terms as the Class of Term Loans
or Revolving Commitments, as applicable, subject to the related Extension Amendment (as applicable, “Existing Term Loans”
or “Existing Revolving Commitments”); except (A) the final maturity date of any Extended Term Loans or Extended
Revolving Commitments of a Class to be extended pursuant to an Extension shall be later than the maturity date of the Class of
Existing Term Loans or Existing Revolving Commitments, as applicable, subject to the related Extension Amendment, and the Weighted
Average Life to Maturity of any Extended Term Loans or Extended Revolving Commitments of a Class to be extended pursuant to an
Extension shall be no shorter than the Weighted Average Life to Maturity of the Class of Existing Term Loans or Existing Revolving
Commitments, as applicable, subject to the related Extension Amendment; (B) the all-in pricing (including, without limitation,
margins, fees and premiums) with respect to the Extended Term Loans or Extended Revolving Commitments, as applicable, may be higher
or lower than the all-in pricing (including, without limitation, margins, fees and premiums) for the Existing Term Loans or Existing
Revolving Commitments, as applicable; (C) the revolving credit commitment fee rate with respect to the Extended Revolving Commitments
may be higher or lower than the revolving credit commitment fee rate for Existing Revolving Commitments, in each case, to the
extent provided in the applicable Extension Amendment; (D) any Extended Term Loans or Extended Revolving Commitments, as applicable,
may participate on a pro rata basis or a less than pro rata basis (but not greater than pro rata basis) in any voluntary or mandatory
repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; and (E) the other terms and
conditions applicable to Extended Term Loans and/or Extended Revolving Commitments may be terms different than those with respect
to the Existing Term Loans or Existing Revolving Commitments, as applicable, so long as such terms and conditions only apply after
the latest maturity of the Class of Existing Term Loans or Existing Revolving Commitments, as applicable, subject to the Extension
Amendment;


(iii)       all
documentation in respect of such Extension shall be consistent with the foregoing;


(iv)       a
minimum amount in respect of such Extension (to be determined in applicable Borrower’s discretion and specified in the relevant
Extension Offer, but in no event less than $25,000,000, unless another amount is agreed to by Administrative Agent) shall be satisfied;
and


(v)       no
Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section
3.02 shall be satisfied (with all references in such Section to a Credit Date being deemed to be references to the




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Extension
on the applicable date of such Extension), and the Administrative Agent shall have received a certificate to that effect dated
the applicable date of such Extension and executed by an Authorized Officer of the applicable Borrower.


(d)       For
the avoidance of doubt, it is understood and agreed that the provisions of Section 2.17 and Section 10.05 will not apply to Extensions
of Term Loans or Revolving Commitments, as applicable, pursuant to Extension Offers made pursuant to and in accordance with the
provisions of this Section 2.27, including to any payment of interest or fees in respect of any Extended Term Loans or Extended
Revolving Commitments, as applicable, that have been extended pursuant to an Extension at a rate or rates different from those
paid or payable in respect of Loans of any other Class, in each case as is set forth in the relevant Extension Offer.


(e)       The
Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”)
to this Agreement and the other Loan Documents, without the consent of any Lender other than the applicable extending Lenders,
as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower Representative, to give effect
to the provisions of this Section 2.27, including any amendments necessary to treat the applicable Loans and/or Commitments of
the extending Lenders as a new “Class” of loans and/or commitments hereunder; provided  however,
no Extension Amendment may provide for any Class of Extended Term Loans or Extended Revolving Commitments to be secured by any
Collateral or other assets of any Loan Party that does not also secure the Existing Term Loans or Existing Revolving Commitments.


(f)       Without
limiting the foregoing, in connection with any Extension, (i) the appropriate Loan Parties shall (at their expense) amend (and
the Administrative Agent is hereby directed to amend) any Mortgage (or any other Loan Document that Administrative Agent or Collateral
Agent reasonably requests to be amended to reflect an Extension) that has a maturity date prior to the latest Extended Maturity
Date so that such maturity date is extended to the then latest Extended Maturity Date (or such later date as may be advised by
local counsel to the Administrative Agent), deliver title dated on or endorsements with respect to any Title Policies insuring
such Mortgages and in form and substance reasonably satisfactory to the Collateral Agent together with evidence of payment thereof
and deliver customary opinions of counsel with respect to such Mortgage amendments in form and substance reasonably satisfactory
to the Collateral Agent, (ii) deliver or cause to be delivered the items set forth in Section 5.13(d) within the timeframes set
forth therein and which shall be reasonably acceptable to the Collateral Agent and each Lender and (iii) the applicable Borrower
shall deliver board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably
be requested by the Administrative Agent in connection therewith and a legal opinion of counsel reasonably acceptable to the Administrative
Agent.


Section 2.28      Appointment
of Borrower Representative. The U.S. Borrower and the Spanish Borrower hereby appoint the Borrower Representative as its agent,
attorney-in-fact and representative for the administrative purposes of (a) making any borrowing requests or other requests required
under this Agreement, (b) the giving and receipt of notices by and to the Borrowers under this Agreement, (c) the delivery of all
documents, reports, financial statements and written materials required to be delivered by any Borrower under this Agreement and
(d) all other administrative purposes incidental to any of the foregoing. The U.S. Borrower and the




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Spanish Borrower each agree that any action
taken by the Borrower Representative as the agent, attorney-in-fact and representative of the Borrowers shall be binding upon the
U.S. Borrower and the Spanish Borrower to the same extent as if directly taken by the U.S. Borrower or the Spanish Borrower, as
applicable.


Section 2.29      Inability to Determine
Rates.


(a)       If
in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (i) the Administrative
Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount
and Interest Period of such Eurocurrency Rate Loan, or (B) (x) adequate and reasonable means do not exist for determining the Adjusted
Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or in connection with an
existing or proposed Base Rate Loan and (y) the circumstances described in Section 2.29(c)(i) do not apply (in each case with respect
to this clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that
for any reason the Adjusted Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan
does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent
will promptly so notify the Borrower Representative and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain
Eurocurrency Rate Loans shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y)
in the event of a determination described in the preceding sentence with respect to the Adjusted Eurocurrency Rate component of
the Base Rate, the utilization of the Adjusted Eurocurrency Rate component in determining the Base Rate shall be suspended, in
each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of
Section 2.29(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of
such notice, the Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency
Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have
converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.


(b)       Notwithstanding
the foregoing, if the Administrative Agent has made the determination described in clause (i) of Section 2.29(a), the Administrative
Agent, in consultation with the Borrower Representative, may establish an alternative interest rate for the Impacted Loans, in
which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (i) the Administrative Agent
revokes the notice delivered with respect to the Impacted Loans under clause (i) of the first sentence of Section 2.29(a), (ii)
the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower Representative that such alternative
interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (iii) any Lender
determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender
or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative
rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material
restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower
Representative written notice thereof.




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(c)       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 Borrower Representative or Required Lenders notify the Administrative Agent
(with, in the case of the Required Lenders, a copy to the Borrower Representative) that the Borrower Representative or Required
Lenders (as applicable) have determined, that:


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


(ii)       the
administrator of the LIBOR Screen Rate or EURIBOR Screen Rate, as applicable, or a Governmental Authority having jurisdiction
over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate
or EURIBOR or the EURIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans, provided
that at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that
will continue to provide LIBOR or EURIBOR, as applicable after such specific date (such specific date, the “Scheduled
Unavailability Date”); or


(iii)       syndicated
loans currently being executed, or that include language similar to that contained in this Section 2.29, are being executed or
amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR or EURIBOR, as applicable,


then, reasonably promptly after such determination
by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and
the Borrowers may amend this Agreement solely for the purpose of replacing LIBOR or EURIBOR, as applicable in accordance with
this Section 2.29 with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate giving due consideration to any
evolving or then existing convention for similar U.S. dollar or Euro, as applicable, denominated syndicated credit facilities
for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due
consideration to any evolving or then existing convention for similar U.S. dollar or Euro, as applicable, denominated syndicated
credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information
service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated
(the “Adjustment;” and any such proposed rate, a “LIBOR Successor Rate” or EURIBOR Successor
Rate”, as applicable), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the
Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders
comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders (A) in the
case of an amendment to replace LIBOR or EURIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the
case of an amendment to replace LIBOR or EURIBOR with a rate described in clause (y), object to such amendment; provided,
that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based
Rate contained in any such amendment. Such LIBOR Successor Rate or




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EURIBOR Successor Rate, as applicable, shall
be applied in a manner consistent with market practice; provided, that to the extent such market practice is not administratively
feasible for the Administrative Agent, such LIBOR Successor Rate or EURIBOR Successor Rate, as applicable, shall be applied in
a manner as otherwise reasonably determined by the Administrative Agent.


If no LIBOR Successor Rate
or EURIBOR Successor Rate, as applicable, has been determined and the circumstances under clause (i) above exist or the Scheduled
Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrowers and each Lender.
Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, (to the extent of
the affected Eurocurrency Rate Loans or Interest Periods), and (y) the Adjusted Eurocurrency Rate component shall no longer be
utilized in determining the Base Rate. Upon receipt of such notice, the Borrower Representative may revoke any pending request
for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans
or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate
Loans (subject to the foregoing clause (y)) in the amount specified therein.


Notwithstanding anything
else herein, any definition of LIBOR Successor Rate or EURIBOR Successor Rate, as applicable, shall provide that in no event shall
such LIBOR Successor Rate or EURIBOR Successor Rate, as applicable, be less than zero for purposes of this Agreement.


In connection with the implementation
of a LIBOR Successor Rate or EURIBOR Successor Rate, as applicable, the Administrative Agent will have the right to make Successor
Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any
amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any
other party to this Agreement; provided, that with respect to any such amendment effected, the Administrative Agent shall
post each such amendment implementing such Successor Rate Conforming Changes to the Lenders reasonably promptly after such amendment
becomes effective.


ARTICLE III.

CONDITIONS PRECEDENT


Section 3.01     Closing
Date. The obligation of each Lender to make a Credit Extension on the Closing Date is subject to the satisfaction, or waiver
in accordance with Section 10.05, of the following conditions on or before the Closing Date, other than such matters that are
set forth on Schedule 5.20:


(a)       Loan
Documents. The Administrative Agent shall have received each Loan Document required to be executed on the Closing Date originally
executed and delivered by each applicable Loan Party, the Administrative Agent and each Lender, including, the delivery of a Counterpart
Agreement for each Guarantor.


(b)       Organizational
Documents; Incumbency. The Administrative Agent shall have received (i) copies of each Organizational Document executed and
delivered by each Loan




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Party, as applicable, and, to the extent applicable,
certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto;
(ii) corporate certificates incorporating, without limitation, signature and incumbency certificates of the officers and/or directors
of such Person executing the Loan Documents to which it is a party; (iii) resolutions (or similar documents) approving and authorizing
the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or
its assets may be bound as of the Closing Date, certified (to the extent required under applicable law or customary in accordance
with local law or practice) as of the Closing Date by its secretary, its assistant secretary, director or any other duly authorized
officer as being in full force and effect without modification or amendment; (iv) to the extent required under applicable law or
customary in accordance with local law or practice, the Loan Party’s Organizational Documents or internal regulations, a
copy of resolutions signed by all holders of the issued share capital of each Loan Party approving and authorizing the execution,
delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may
be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or other duly authorized
officer as being in full force and effect without modification or amendment; (v) to the extent required under applicable law or
customary in accordance with local law or practice, a good standing certificate from the applicable Governmental Authority of each
Loan Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as
a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (vi) such other similar
certificates and documents as the Administrative Agent may reasonably request.


(c)       Organizational
and Capital Structure Chart. The organizational structure and capital structure of the Group, after giving effect to the Transactions,
shall be as set forth on Schedule 4.01.


(d)       Existing
Grifols Credit Agreement and Outstanding Debt. Each Arranger shall have received reasonably satisfactory confirmation that
all Indebtedness under the Existing Grifols Credit Agreement has been repaid (or, as the case may be, defeased or discharged).
On the Closing Date, neither the Parent nor any of its Subsidiaries shall have any material indebtedness for borrowed money other
than (i) intercompany debt, (ii) the Loans, (iii) any indebtedness under the Senior Notes, (iv) any indebtedness under the Senior
Secured Notes, (v) indebtedness of the Parent and its Subsidiaries outstanding
as of October 25, 2019, including any indebtedness owed to the European Investment Bank (in an aggregate principal amount not
to exceed €550,000,000) and (vi) short-term credit facilities of the Parent and its Subsidiaries entered into after October
25, 2019 in the ordinary course of business, in an aggregate amount not to exceed €250,000,000. Each Arranger shall have
received reasonably satisfactory confirmation that all Indebtedness not included in provisions (i) – (vi) above has
been repaid (or, as the case may be, defeased or discharged).


(e)       Governmental
Authorizations and Consents. Each Loan Party shall have obtained all Governmental Authorizations and all consents of other
Persons, in each case that are necessary in connection with the financing contemplated by the Loan Documents, and each of the
foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Administrative Agent.




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(f)       U.S.
Personal Property Collateral. In order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid,
perfected first priority security interest in the personal property Collateral of each U.S. Loan Party, each U.S. Loan Party shall
have delivered to the Collateral Agent:


(i)       a
fully executed U.S. Pledge and Security Agreement, together with all necessary attachments contemplated thereby;


(ii)       a
completed Perfection Certificate, dated the Closing Date and executed by an Authorized Officer of each of the Borrowers, together
with all attachments contemplated thereby;


(iii)       fully
executed Intellectual Property Security Agreements, in proper form for filing or recording in all appropriate places in all applicable
jurisdictions, memorializing and recording the encumbrance of the Intellectual Property Assets listed in Schedule 5.2(II) to the
U.S. Pledge and Security Agreement;


(iv)       opinions
of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) with respect to the creation and perfection
of the security interests in favor of the Collateral Agent in such Collateral and such other matters governed by the laws of each
jurisdiction in which any such Loan Party or any personal property Collateral is located as the Collateral Agent may reasonably
request, in each case in form and substance reasonably satisfactory to the Collateral Agent, including opinions of counsel in
respect of the validity and enforceability of each foreign law share pledge agreement;


(v)       evidence
that each such Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed
and delivered any other agreement, document and instrument (including any amendments to the articles of incorporation or other
constitutional documents of agreements of each Loan Party pursuant to which any restrictions or inhibitions relating to the enforcement
of any security by the Security Documents are removed) and made or caused to be made any other filing and recording (other than
as set forth herein) or other security perfection required under the Security Documents or reasonably required by the Collateral
Agent; and


(vi)       confirmation
from the Collateral Agent that the requisite flood insurance due diligence and flood insurance compliance reasonably requested
by the Lenders has been completed.


(g)       Foreign
Law Security Documents. The Collateral Agent shall have received each Foreign Law Security Document originally executed and
delivered by each applicable Loan Party and each other document or instrument (including customary local law legal opinions) required
by the Collateral Agent to be delivered in order to ensure the validity and perfection of each such Foreign Law Security Document
(including in the case of the Security Documents entered into by any Loan Party requiring registration in Ireland, copies of the
relevant Companies Registration Office Filings (forms C1)).


(h)       Financial
Statements; Projections. The Arrangers shall have received from the Borrowers (A) the Historical Financial Statements and
(B) the Projections.




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(i)       No
Material Adverse Change. Since June 30, 2019, no event, circumstance or change has occurred that has caused or evidences,
either in any case or in the aggregate, a Material Adverse Effect.


(j)       Opinions
of Counsel to Loan Parties. The Agents and the Lenders and their respective counsel shall have received originally executed
copies of the favorable written opinions of (i) Proskauer Rose LLP, as New York and Delaware counsel to the Loan Parties, (ii)
Osborne Clarke España, S.L.P., as Spanish counsel to the Loan Parties, (iii) Matheson, as Irish counsel to the Loan Parties,
and (iv) Hunton & Williams LLP, as Virginia counsel to the Loan Parties, in each case in form and substance reasonably satisfactory
to the Administrative Agent, dated as of the Closing Date (and each Loan Party hereby instructs such counsel to deliver such opinions
to the Agents and the Lenders).


(k)       Fees.
The Borrowers shall have paid to the Agents amounts payable on the Closing Date as set forth in the Fee Letter and all other amounts
payable pursuant to any other fee letter agreed to by the Borrowers, whether for expenses or otherwise.


(l)       Solvency
Certificate. On the Closing Date the Administrative Agent shall have received a Solvency Certificate from the chief financial
officer of the Parent in the form of Exhibit E-2 certifying that, after giving effect to the consummation of the Transactions,
the Loan Parties, on a consolidated basis, are Solvent.


(m)       Closing
Date Certificate. The Parent shall have delivered to the Administrative Agent an originally executed Closing Date Certificate,
together with all attachments thereto, and which shall include certifications to the effect that each of the conditions precedent
described in this Section 3.01 (except as otherwise expressly provided) shall have been satisfied on the Closing Date (except
that no opinion need be expressed as to the Administrative Agent’s or Required Lenders’ satisfaction with any document,
instrument or other matter).


(n)       No
Default. There shall not have occurred any default or event of default under the Existing Grifols Credit Agreement or the
Senior Notes that would not be cured upon the effectiveness of this Credit Agreement; and no default or event of default under
the Senior Notes Indenture would result from the consummation of the funding of the Loans on the Closing Date.


(o)       No
Litigation. There shall not exist any injunction preventing the funding of the Loans on the Closing Date.


(p)       Completion
of Proceedings. All partnership, corporate and other proceedings taken or to be taken in connection with the Transactions
and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Administrative Agent, and the
Administrative Agent shall have received all such counterpart originals or certified copies of such documents as the Administrative
Agent may reasonably request.


(q)       Flow
of Funds; Letter of Direction. The Administrative Agent shall have received a funds flow memorandum and duly executed letter
of direction from the Borrower Representative addressed to the Administrative Agent, on behalf of itself and the Lenders, directing
the disbursement on the Closing Date of the proceeds of the Loans made on such date.




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(r)       Bank
Regulatory Information. At least five (5) days prior to the Closing Date (or such shorter period as agreed to by the Administrative
Agent), the Lenders shall have received all documentation, including supporting documentation reasonably satisfactory to the Administrative
Agent and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money
laundering rules and regulations, including the PATRIOT Act and, if any Borrower qualifies as a “legal entity customer”
under the requirements of 31 C.F.R. § 1010.230 (“Beneficial Ownership Regulation”), a certification regarding
beneficial ownership required by the Beneficial Ownership Regulation; provided, that such documentation and other information
was requested not less than ten (10) days prior to the Closing Date.


Section 3.02      Conditions to Each Credit
Extension.


(a)       Conditions
Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Date, are subject to the
satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedent:


(i)       the
Administrative Agent shall have received a fully executed and delivered Borrowing Notice;


(ii)       after
making the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the
Revolving Commitments then in effect;


(iii)       as
of such Credit Date, the representations and warranties contained herein and in the other Loan Documents shall be true and correct
in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the
extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties
shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent
any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty
shall be true and correct in all respects; and


(iv)       as
of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit
Extension that would constitute a Default or an Event of Default.


The Administrative Agent or the Required Lenders
shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information
reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment
of the Administrative Agent or the Required Lenders such request is warranted under the circumstances.


(b)       Notices.
Any Notice shall be executed by an Authorized Officer of the Borrower Representative or the applicable Borrower in a writing delivered
to the Administrative Agent.


 



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ARTICLE IV.


REPRESENTATIONS AND WARRANTIES


In order to induce the Lenders
to enter into this Agreement and to make each Credit Extension to be made thereby, each Loan Party represents and warrants to each
Lender, on the Closing Date and on each other Credit Date (including the Closing Date) that the following statements are true and
correct:


Section 4.01     Organization;
Structure Chart; Requisite Power and Authority; Qualification. Each Group Member (a) is duly organized, duly incorporated,
validly existing and, if applicable, in good standing under the laws of its jurisdiction of organization as identified on Schedule
4.01, (b) has all requisite power and authority to own and operate its properties and assets, to carry on its business as now conducted
and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated
thereby and (c) is qualified to do business and, if applicable, in good standing in every jurisdiction where any material portion
of its assets are located and wherever necessary to carry out its material business and operations, except, in the case of clauses
(b) and (c), where the failure to have such power and authority or to be so qualified could not reasonably be expected to have
a Material Adverse Effect.


Section 4.02      Equity Interests
and Ownership. The Equity Interests of each Group Member have been duly authorized and validly issued and are fully paid and
non-assessable. Except as set forth on Schedule 4.02, as of the Closing Date, there is no existing option, warrant, call, right,
commitment or other agreement to which any Group Member is a party requiring, and there is no membership interest or other Equity
Interests of any Group Member outstanding which upon conversion or exchange would require, the issuance by any Group Member of
any additional membership interests or other Equity Interests of any Group Member or other Securities convertible into, exchangeable
for or evidencing the right to subscribe for or purchase, a membership interest or other Equity Interests of any Group Member.
Schedule 4.02 correctly sets forth the ownership interest of each Group Member in their respective Subsidiaries as of the Closing
Date after giving pro forma effect to the Transactions.


Section 4.03     Due Authorization.
The execution, delivery and performance of the Loan Documents have been duly authorized and approved by all necessary action on
the part of each Loan Party that is a party thereto.


Section 4.04     No Conflict.
The execution, delivery and performance by the Loan Parties of the Loan Documents to which they are parties and the consummation
of the transactions contemplated by the Loan Documents do not and will not (a) violate (i) any provision of any law or any governmental
rule or regulation applicable to any Group Member, (ii) any of the Organizational Documents of any Group Member or (iii) any order,
judgment or decree of any court or other agency of government binding on any Group Member, except to the extent any violation
of (i) or (iii) above could not reasonably be expected to have a Material Adverse Effect; (b) conflict with, result in a breach
of or constitute (with due notice or lapse of time or both) a default under any Material Contract of any Group Member except to
the extent such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect; (c) result in
or require the creation or imposition of any Lien upon any of the properties or assets of any Group Member (other than any Liens
created under any of the Loan Documents in favor of the Collateral


 




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Agent on behalf of the Secured Parties); or
(d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation
of any Group Member, except for such approvals or consents which have been obtained on or before the Closing Date and disclosed
in writing to the Lenders and except for any such approvals or consents the failure of which to obtain will not have a Material
Adverse Effect.


Section 4.05      Governmental
Consents. The execution, delivery and performance by Loan Parties of the Loan Documents to which they are parties and the consummation
of the transactions contemplated by the Loan Documents do not and will not require any registration with, consent or approval of,
or notice to, or other action to, with or by, any Governmental Authority or payment of any stamp, registration, notarial or similar
taxes or fees, except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Collateral
Agent for filing and/or recordation or to the extent required to create valid security and except for those not material to the
operations or financial condition of the Loan Parties or the rights of the Secured Parties.


Section 4.06      Binding
Obligation. Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the
legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective
terms, except as may be limited by bankruptcy, insolvency, examinership, reorganization, appointment of a receiver moratorium
or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.


Section 4.07      Historical
Financial Statements. The Historical Financial Statements were prepared in conformity with IFRS and fairly present, in all
material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at
the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the Persons described therein
for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from
audit and normal year-end adjustments. As of the Closing Date, no Group Member has any material contingent liability or liability
for Taxes, long term lease or unusual forward or long term commitment that is not reflected in the Historical Financial Statements
or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition
(financial or otherwise) or prospects of the Group taken as a whole.


Section 4.08      Projections.
The projections of the Group for the period of Fiscal Year 2019 through and including Fiscal Year 2023 most recently provided
to the Arrangers prior to the Closing Date (the “Projections”) are based on good faith estimates and assumptions
believed by the management of the Parent to be reasonable; provided, that the Projections are not to be viewed as facts
and that actual results during the period or periods covered by the Projections may differ from such Projections and that the
differences may be material.


Section 4.09      No Material
Adverse Change. Since June 30, 2019, no event, circumstance or change has occurred that has caused or evidences, either in
any case or in the aggregate, a Material Adverse Effect.


Section 4.10      Adverse
Proceedings, Etc. There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to
have a Material Adverse Effect. No




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Group Member (a) is in violation of any applicable
laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse
Effect or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations
of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


Section 4.11      Payment
of Taxes. All Tax returns and reports of the Group required to be filed by any of them have been accurately and timely filed,
and all Taxes due and payable and all assessments, fees, Taxes and other governmental charges upon any Group Members and their
respective properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable,
except for those Taxes which are being actively contested by such Group Member in good faith and for which the relevant Group
Member has established adequate reserves, if any, in accordance with IFRS, and except to the extent that the failure to file such
return or report or make such payment would not have a material effect on the operations of the Loan Parties or on the rights
of the Secured Parties. There is no proposed or threatened material Tax assessment against any Group Member which is not being
actively contested by such Group Member in good faith and by appropriate proceedings; provided, that such reserves or other
appropriate provisions, if any, as shall be required in conformity with IFRS shall have been made or provided therefor.


Section 4.12      Properties.


(a)       Title.
Each Group Member has (i) good and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests
in (in the case of leasehold interests in real or personal property), (iii) valid licensed rights in (in the case of licensed interests
in Intellectual Property) and (iv) good title to (in the case of all other personal property), all of their respective properties
and assets reflected in their respective Historical Financial Statements referred to in Section 4.07 and in the most recent financial
statements delivered pursuant to Section 5.01, in each case except for assets disposed of since the date of such financial statements
in the ordinary course of business, or as otherwise permitted under Section 6.08 or except where the failure to have such title
or other interest would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except
for Permitted Liens, all such properties and assets are free and clear of Liens.


(b)       Real
Estate. Schedule 4.12 contains, to the best knowledge of the Borrowers, a true, accurate and complete list of all Material
Real Estate Assets as of the Closing Date.


(c)       Flood
Zone Properties. No Mortgage encumbers “improved real property” as defined in the Flood Program that is located
in a Flood Zone (except any such property as to which flood insurance has been obtained and is in full force and effect as required
by Section 5.13(d) of this Agreement).


Section
4.13      Environmental Matters. Except as could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect: (a) each Group Member is in compliance with all applicable Environmental Laws, and, to each Borrower’s knowledge,
any




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past noncompliance which would, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect has been resolved without any pending, on-going or
future obligation or cost; (b) each Group Member has obtained and maintained in full force and effect all Governmental Authorizations
required pursuant to Environmental Laws for the operation of their respective business, except for those of which the failure to
obtain or maintain, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (c)
to each Borrower’s knowledge, there are no conditions, occurrences, violations of Environmental Law, or the presence or Releases
of Hazardous Materials which, in each case, could reasonably be expected to form the basis of an Environmental Claim against any
Group Member or related to any Real Estate Assets; (d) there are no pending Environmental Claims against any Group Member, and
no Group Member has received any written notification of any alleged violation of, or liability pursuant to, Environmental Law
or responsibility for the Release or threatened Release of, or exposure to, any Hazardous Materials, in each case, that remains
outstanding or unresolved; and (e) no Lien imposed pursuant to any Environmental Law has attached to any Collateral and, to the
knowledge of the applicable Borrower, no conditions exist that would reasonably be expected to result in the imposition of such
a Lien on any Collateral.


Section 4.14      Health Care Regulatory Matters.


(a)       Except
as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Loan Party is,
and since January 1, 2018 has been, in compliance with all Health Care Laws applicable to the Loan Party’s business or by
which any property, business product or other asset of the Loan Party is bound or affected. “Health Care Laws”
means all laws of the United States or any Loan Party’s Relevant Jurisdiction with respect to regulatory matters primarily
relating to patient healthcare, including, without limitation, such laws pertaining to: (i) any federal health care program (as
such term is defined in 42 U.S.C. § 1320a-7b(f)), including those pertaining to providers of goods or services that are paid
for by any federal health care program, including the federal Anti-Kickback Statute (42 U.S.C. § 1320a 7b(b)), the Stark
Law (42 U.S.C. § 1395nn), the civil False Claims Act (31 U.S.C. §§ 3729 et seq.), the administrative False
Claims Law (42 U.S.C. § 1320a-7b(a)), exclusion from participation in federal health care programs (42 U.S.C. § 1320a-7),
civil monetary penalties with respect to federal health care programs (42 U.S.C. § 1320a-7a), Medicare (Title XVIII of the
Social Security Act), Medicaid (Title XIX of the Social Security Act), and the Public Health Service Act (“PHSA”)
(42 U.S.C. §§ 201 et seq.); (ii) the federal anti-fraud statute related to healthcare benefit programs (18 U.S.C.
 §1347); (iii) the privacy and security of patient-identifying health care information, including, without limitation, the
Health Insurance Portability and Accountability Act of 1996; (iv) the research, testing, production, manufacturing, transfer,
distribution and sale of drugs and medical devices, including, without limitation, the United States Food Drug and Cosmetic Act
(21 U.S.C. §§ 301 et seq.); (v) the hiring of employees or the acquisition of services or supplies from individuals
or entities that have been excluded from government health care programs; and (vi) Governmental Authorizations required to be
held by individuals and entities involved in the manufacture and delivery of health care items and services; and with respect
to the foregoing, all regulations promulgated thereunder, and equivalent applicable laws of other applicable Governmental Authorities,
and each of clauses (i) through (vi) as may be amended from time to time.




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(b)       Except
as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Loan Party is a party
to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders, or similar agreements with or
imposed by any Governmental Authority.


(c)       (i)
Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Loan Party
meets all of the applicable requirements of participation in, and payment of, Medicare, Medicaid, TRICARE, any other state, federal
or foreign government health care programs, and any other public or private third party payor programs (collectively, “Third
Party Payor Programs”) that the Loan Party, as applicable, participates in or receives payment from. (ii) Except as could
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Loan Party is or since January
1, 2018 has been excluded from participation in any Third Party Payor Programs, and there is no audit, claim review, or other action
pending or, to any Loan Party’s knowledge, threatened which could reasonably be expected to result in the exclusion of any
Loan Party from any Third Party Payor Program and no Loan Party has received notice of any such audit, claim review or other action.
(iii) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is
no audit, claim review, or other action pending or, to any Loan Party’s knowledge, threatened which could reasonably be expected
to result in the imposition of penalties upon any Loan Party from or with respect to any Third Party Payor Program, and no Loan
Party has received notice of any such audit, claim review or other action. (iv) Except as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, (A) since January 1, 2018, all reports, documents, claims, and notices
required to be filed, maintained or furnished to any Governmental Authority by any Loan Party under any Third Party Payor Programs
have been so filed, maintained or furnished and (B) all such reports, documents, claims and notices were complete and correct on
the date filed (or were corrected or supplemented by a subsequent filing).


(d)       No
Loan Party, or its officers or employees, or to its knowledge, all agents acting on its behalf, has been convicted of any crime
that falls within the scope of 42 U.S.C. 1320a-7(a) or, to the Loan Party’s knowledge, engaged in any conduct, that could
result in a material debarment or exclusion under 21 U.S.C. § 335a or any similar state or foreign law, rule or regulation
that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. As of the date hereof,
no claims, actions, proceedings or investigations that would reasonably be expected to result in such a material debarment or exclusion
are, to the Loan Party’s knowledge, pending or threatened against any Loan Party or its officers or employees, or all agents
acting on its behalf.


(e)       Except
as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) each Loan Party
possesses and is operating in compliance with Governmental Authorizations issued by, and have made all declarations and filings
with, the appropriate Governmental Authorities reasonably necessary to conduct its business, including without limitation all
those that may be required by the United States Food and Drug Administration (“FDA”) or any other Governmental
Authority engaged in the regulation of pharmaceuticals, medical devices, biologics, cosmetics or biohazardous materials (“Regulatory
Permits”); (ii) all such Regulatory Permits are valid and in full force and effect; (iii) all applications, notifications,
submissions, information, claims, reports and statistics, and other data




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and conclusions derived therefrom, utilized
as the basis for or submitted in connection with any and all requests for a Regulatory Permit, when submitted to the Governmental
Authority were true, complete and correct in all material respects as of the date of submission and any necessary or required updates,
changes, corrections or modification to such applications, submissions, information and data have been submitted to the Governmental
Authority; and (iv) there is no Governmental Authority action pending or, to any Loan Party’s knowledge, threatened which
could reasonably be expected to limit, revoke, suspend or materially modify any Regulatory Permit.


(f)       Except
as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since January 1, 2018,
no Loan Party has received from the FDA or any other Governmental Authority any inspection reports, notices of adverse findings,
warning or untitled letters, or other correspondence concerning any drugs, biologics or medical devices manufactured or sold by
or on behalf of a Loan Party (“Loan Party Products”) in which any Governmental Authority alleges or asserts
a failure to comply with applicable Health Care Laws, or that such products may not be safe, effective or approvable.


(g)       Except
as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since January 1, 2018,
no Loan Party has had any product or manufacturing site (whether owned by the Loan Party or that of a contract manufacturer for
Loan Party Products) subject to a Governmental Authority (including FDA) shutdown or import or export prohibition.


(h)       Except
as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since January 1, 2018,
no Loan Party has had (i) any recalls, field notifications, field corrections, market withdrawals or replacements, warnings, “dear
doctor” letters, investigator notices, safety alerts or other notice of action relating to an alleged lack of safety, efficacy,
or regulatory compliance of the Loan Party Products issued by the Loan Parties (“Safety Notices”) or (ii) to
the Loan Parties’ knowledge, any material complaints with respect to the Loan Party Products that are currently unresolved.
Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the Loan Parties’
knowledge, there are no facts that would be reasonably likely to result in (A) a Safety Notice with respect to the Loan Party
Products; or (B) a termination or suspension of marketing or testing of any of the Loan Party Products.


Section 4.15     No Defaults.
No Group Member is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions
contained in any of its Material Contracts, and no condition exists which, with the giving of notice or the lapse of time or any
grace period or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults,
if any, could not reasonably be expected to have a Material Adverse Effect.


Section 4.16      Governmental
Regulation. No Group Member is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under
any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render
all or any portion of the Obligations unenforceable. No Group Member is a “registered investment company” or a company
 “controlled” by a “registered investment




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company” or a “principal underwriter”
of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.


Section 4.17      Margin Stock.
No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit Extension
or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors or any other
regulation thereof or to violate the Exchange Act.


Section 4.18      Employee
Benefit Plans. Each Group Member and each material Employee Benefit Plan (other than a Multiemployer Plan) is in material
compliance with all provisions and requirements of ERISA and the Internal Revenue Code and the regulations thereunder with respect
to each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue
Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan
is so qualified and to the knowledge of the Group Members, nothing has occurred subsequent to the issuance of such determination
letter which would cause such Employee Benefit Plan to lose its qualified status. No material liability to the PBGC (other than
required premium payments), the Internal Revenue Service, any Employee Benefit Plan (other than in the ordinary course) or any
trust established under Title IV of ERISA has been or, to the knowledge of the Group Members, is expected to be incurred by any
Group Member or any of their respective ERISA Affiliates with respect to any Pension Plan. No ERISA Event that, individually or
in the aggregate, would reasonably be expected to result in material liability to any Group Member or any of their respective
ERISA Affiliates, has occurred or, to the knowledge of the Group Members, is reasonably expected to occur. The present value of
the aggregate benefit liabilities under the Pension Plans sponsored, maintained or contributed to by any Group Member or any of
their respective ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions
specified for funding purposes in the most recent actuarial valuation for such Pension Plan) do not exceed the aggregate current
fair market value of the assets of such Pension Plans by an amount greater than $100,000,000. As of the most recent valuation
date for each Multiemployer Plan, the potential liability of the Group and its ERISA Affiliates for a complete withdrawal from
such Multiemployer Plan (within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated with such potential liability
for a complete withdrawal from all Multiemployer Plans, is $100,000,000. Each Group Member and each of their ERISA Affiliates
have materially complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and, to the knowledge
of the Group Members, are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments
to a Multiemployer Plan. Each Foreign Plan has been maintained in material compliance with its terms and with the material requirements
of any applicable laws, rules, regulations and orders of any Governmental Authority. Each Foreign Plan which is required under
applicable laws, rules, regulations and orders of any Governmental Authority has been maintained and operated in all material
respects with the applicable laws, rules, regulations and orders.


Section 4.19      Solvency.
The Loan Parties and their Subsidiaries, on a consolidated basis, are and, upon the incurrence of any Obligation by any Loan Party
on any date on which this representation and warranty is made, shall be, Solvent. The Spanish Borrower has not filed for pre-insolvency
under section 5bis of the Spanish Insolvency Law.




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Section 4.20      Compliance
with Statutes, Etc.. Each Group Member is in compliance with all applicable statutes, regulations and orders of, and all applicable
restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its assets
and property, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.


Section 4.21      Disclosure.
No representation or warranty of any Loan Party contained in this Agreement or in any other Loan Document or in any other documents,
certificates or written statements furnished to any Agent, Arranger or Lender by any Group Member (or by its agents on its behalf)
for use in connection with the transactions contemplated hereby or by the other Loan Documents contained any untrue statement
of a material fact or omitted to state a material fact (known to it, or to any Borrower in the case of any document not furnished
by it) necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which
the same were made, except to the extent such statement or omission was subsequently disclosed or corrected. Any projections and
pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by such
Group Member to be reasonable at the time made, it being recognized by Lenders that such projections as to future events are not
to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the
projected results and such differences may be material. There are no facts known (or which should upon the reasonable exercise
of diligence be known) to such Group Member (other than matters of a general economic nature) that, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect to such Group Member and that have not been disclosed herein
or in such other documents, certificates and statements furnished to Lenders for use in connection with the transactions contemplated
hereby.


Section 4.22      Anti-Corruption Laws; Anti-Money Laundering
Laws; Sanctions.


(a)       Each
Loan Party has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by such Loan
Party and its Subsidiaries, and their respective directors, officers, employees and agents, with applicable Anti-Corruption Laws,
applicable Anti-Money Laundering Laws and applicable Sanctions.


(b)       Except
as disclosed in any report or financial statements filed with the SEC prior to the Closing Date, none of the Loan Parties or any
of their Subsidiaries or, to the knowledge of the Loan Parties, any of their respective directors, officers, employees, Affiliates
or agents is or has been, in the past five (5) years, subject to any action, proceeding, litigation, claim or investigation with
regard to any actual or alleged violation of Sanctions, Anti-Corruption Laws or Anti-Money Laundering Laws.


(c)       None
of the Loan Parties or any of their Subsidiaries or, to the knowledge of the Loan Parties, any of their respective directors, officers,
employees, Affiliates or agents, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization
or approval of the payment or giving of money, property, gifts or anything else of value, directly or, to the knowledge of the
Loan Parties, indirectly, to any “government official” (including any officer or employee of a government or government-owned
or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of
any of




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the foregoing, or any political party or party
official or candidate for political office) in any manner that would constitute or give rise to a violation of applicable Anti-Corruption
Laws.


(d)       None
of the Loan Parties or any of their Subsidiaries or, to the knowledge of the Loan Parties, any of their respective directors, officers,
employees, Affiliates or agents: (i) is a Sanctioned Person; (ii) has engaged in the past five (5) years or intends to engage in
the future in any dealings with, involving or for the benefit of any Sanctioned Person, in each case, in violation of applicable
Sanctions; or (iii) will directly or, to the knowledge (after due inquiry), of the Loan Parties, indirectly, use any part of any
proceeds of the Loans or lend, contribute, or otherwise make available such proceeds (A) to fund any activities or business of,
with or involving any Sanctioned Person or (B) in any other manner that would constitute or give rise to a violation of Sanctions
by any Person, including any Lender.


(e)       The
representations and warranties in in this Section 4.22 made by any Loan Party to any EU Lender are made only to the extent any
such representation or warranty does not result in any violation of, conflict with, or liability under any Anti-Boycott Statute.
For purposes of calculating Required Lenders in connection with any amendment, waiver, determination or direction relating to any
part of this Section 4.22 of which a EU Lender does not have the benefit, such EU Lender shall be deemed not to be a “Lender”
hereunder.


Section 4.23      Intellectual
Property.


(a)       Each
of the Loan Parties is the owner of its right, title, and interest in and to all Material Intellectual Property owned by the Loan
Parties and owns or, pursuant to an agreement, has the valid right to use, all Material Intellectual Property used in or reasonably
necessary to conduct its business, free and clear of all Liens, except for Permitted Liens, except where failure to own or have
the right to use, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. All Material
Intellectual Property of each Loan Party is subsisting and has not been adjudged invalid or unenforceable, in whole or in part,
and each Loan Party has performed all legally required acts and has paid all renewal, maintenance, and other fees and taxes legally
required to maintain the Material Intellectual Property owned by such Loan Party in full force and effect, except where such circumstances
or failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Since
January 1, 2018, no holding, decision, ruling, or judgment has been rendered in any action or proceeding against a Loan Party
before any court or administrative authority of competent jurisdiction challenging the validity, enforceability, or scope of,
or any Loan Party’s right to register, own or use, any Material Intellectual Property of any Loan Party, and no such action
or proceeding is pending in writing or, to the knowledge of such Loan Party, threatened in writing. All registrations, issuances
and applications for Copyrights, Patents and Trademarks owned by each Loan Party that constitute Material Intellectual Property
are standing in the name of such Loan Party. To the knowledge of the Loan Parties, the use of Material Intellectual Property by
each Loan Party in the current conduct of the business does not infringe, dilute, misappropriate or otherwise violate the Intellectual
Property of any Person, except where such infringement, dilution, misappropriation or other violation, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.




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(b)       To
the knowledge of the Loan Parties, each Loan Party uses, in its reasonable business judgment, to the extent legally required, appropriate
statutory notice of registration in connection with its use of registered Trademarks, proper marking practices in connection with
its use of Patents, and appropriate notice of copyright in connection with the publication of Copyrights, in each case to the extent
such Trademarks, Patents or Copyrights constitute Material Intellectual Property, except where failure to do so, individually or
in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Each Loan Party has taken commercially reasonable
steps to protect the confidentiality of its Trade Secrets included in the Material Intellectual Property materially in accordance
with industry standards. Each Loan Party has taken reasonable action to ensure that all licensees of the Trademarks owned by such
Loan Party and included in the Material Intellectual Property comply with such Loan Party’s standards of quality.


(c)       To
the knowledge of the Loan Parties, (i) the conduct of each Loan Party’s business does not infringe, dilute, misappropriate,
or otherwise violate any Intellectual Property right of any other Person, and (ii) since January 1, 2018, (x) no written claim
has been made against any Loan Party that the use of any Material Intellectual Property owned or used by any Loan Party infringes,
misappropriates, dilutes or otherwise violates the asserted Intellectual Property of any other Person, and (y) no written communication
that any Loan Party should enter into an intellectual property license or co-existence agreement to address alleged infringement
of Intellectual Property of any other Person has been made to any Loan Party, and in the case of (x) and (y), that has not been
resolved. To each Loan Party’s knowledge, no Person is infringing, misappropriating, diluting or otherwise violating any
rights in any Material Intellectual Property owned, licensed or used by such Loan Party.


(d)       Neither
the execution, delivery or performance of this Agreement and the other Loan Documents, nor the consummation of the Transactions
and the other transactions contemplated hereby and thereby, will materially alter, impair or otherwise affect any ownership, contractual
or other right of any Loan Party in any Material Intellectual Property, except as could not reasonably be expected to have a Material
Adverse Effect.


(e)       Each
Loan Party has taken commercially reasonable measures to maintain the confidentiality and security of its and its Subsidiaries’
material proprietary Software, networks and databases.


Section 4.24      Ranking;
Security.


(a)       Each
Loan Party’s obligations under the Loan Documents ranks at least pari passu with all of its other unsecured and unsubordinated
obligations, other than those that are mandatorily preferred by law applying to companies generally.


(b)       Each
Security Document creates the security interest that it purports to create and such security interests are valid and effective
in all material respects.


Section 4.25      Centre of
Main Interests and Establishments. Each Loan Party whose jurisdiction of incorporation is in a member state of the European
Union has its “centre of main interest” (as that term is used in Article 3(l) of The Council of the European Union
Regulation No.




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2015/848 of May 20, 2015 on Insolvency Proceedings,
as amended from time to time (the “Regulation”)) in its jurisdiction of incorporation at the location of its
registered office and has no “establishment” (as that term is used in Article 2(h) of the Regulation) in any other
jurisdiction.


Section 4.26      Enforcement
and Relevant Jurisdiction. Except as may be limited by bankruptcy, insolvency, reorganization, dissolution, examinership,
winding-up, receivership, liquidation, administration, moratorium or similar laws relating to or limiting creditors’ rights
generally or by equitable principles relating to enforceability, or by public policy, due process, choice of law or other similar
principles, any judgment obtained in relation to a Loan Document in the jurisdiction of the governing law of such Loan Document
will be recognized and enforced in its Relevant Jurisdiction. No Lender is or will be deemed to be a resident of, domiciled in
or carrying on business in any Relevant Jurisdiction by reason only of the execution, performance and/or enforcement of any Loan
Document.


Section 4.27      EEA Financial
Institutions. No Loan Party is an EEA Financial Institution.


Section 4.28     Beneficial
Ownership Certificate. As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable,
is true and correct in all respects.


ARTICLE V.


AFFIRMATIVE COVENANTS


Each Loan Party covenants
and agrees that, on and after the Closing Date, until the Discharge of Obligations, such Loan Party shall, and shall cause each
of its Subsidiaries to:


Section 5.01      Financial
Statements and Other Reports. In the case of the Borrower Representative, deliver to the Administrative Agent (which shall
furnish to each Lender):


(a)       Quarterly
Financial Statements. As soon as available, and in any event within forty-five (45) days after the end of each Fiscal Quarter
of each Fiscal Year (other than the last Fiscal Quarter of each Fiscal Year) or, if earlier, five (5) days after the date required
to be filed with the SEC, without giving effect to any extension permitted by the SEC, commencing with the Fiscal Quarter in which
the Closing Date occurs, the consolidated balance sheets of the Group as at the end of such Fiscal Quarter and the related consolidated
statements of income, stockholders’ equity and cash flows of the Group for such Fiscal Quarter and for the period from the
beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the
corresponding figures for the corresponding periods of the previous Fiscal Year, commencing with the first Fiscal Quarter for which
such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative
Report with respect thereto;


(b)       Annual
Financial Statements. As soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal
Year (or, if earlier, the date required to be filed with the SEC, without giving effect to any extension permitted by the SEC),
commencing with the Fiscal Year ended December 31, 2018, (i) the consolidated balance sheets of the Group as at the end of such
Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Group for such
Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, commencing
with the first Fiscal Year




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for which such corresponding figures are available,
in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with
respect to such consolidated financial statements a report thereon of an independent certified public accountant of recognized
national standing selected by the Parent, and reasonably satisfactory to the Administrative Agent (which report and/or the accompanying
financial statements shall be unqualified as to going concern and scope of audit, other than a “going concern” or like
qualification that is solely resulting from any impending maturity of Indebtedness), and shall state that such consolidated financial
statements fairly present, in all material respects, the consolidated financial position of the Group as at the dates indicated
and the results of their operations and their cash flows for the periods indicated in conformity with IFRS applied on a basis consistent
with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection
with such consolidated financial statements has been made in accordance with generally accepted auditing standards);


(c)       Compliance
Certificate;. (i) Together with each delivery of financial statements of the Group pursuant to Section 5.01(a), a duly executed
and completed Compliance Certificate and (ii) together with each delivery of financial statements of the Group pursuant to Section
5.01(b), a duly executed and completed Compliance Certificate;


(d)       Statements
of Reconciliation after Change in Accounting Principles. If, as a result of any change in accounting principles and policies
from those used in the preparation of the Historical Financial Statements related to the Parent prior to giving effect to the Transactions,
the consolidated financial statements of the Group delivered pursuant to Section 5.01(a) or 5.01(b) shall differ in any material
respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change
in accounting principles and policies been made, then, together with the first delivery of such financial statements after such
change, one or more statements of reconciliation for all such prior financial statements in form and substance reasonably satisfactory
to the Administrative Agent;


(e)       Notice
of Event of Default. Promptly upon any officer of any Loan Party obtaining knowledge (i) of any condition or event that constitutes
a Default or an Event of Default or that notice has been given to any Loan Party with respect thereto; (ii) that any Person has
given any notice to any Loan Party or any of its Subsidiaries or taken any other action with respect to any event or condition
set forth in Section 8.01(b); or (iii) of the occurrence of any event or change that has caused or evidences, either in any case
or in the aggregate, a Material Adverse Effect, a certificate of an Authorized Officer specifying the nature and period of existence
of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed
Event of Default, Default, event or condition, and what action the applicable Group Member has taken, is taking and proposes to
take with respect thereto;


(f)       Notice
of Litigation. Promptly upon any officer of any Loan Party obtaining knowledge of (i) any Adverse Proceeding not previously
disclosed in writing by the Borrower Representative to the Lenders or (ii) any development in any Adverse Proceeding that, in the
case of either clause (i) or (ii), if adversely determined could be reasonably expected to have a Material Adverse Effect, or seeks
to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions
contemplated hereby, or the exercise of rights or performance of obligations under any Loan Document written notice thereof together




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with such other information as may be reasonably
available to the Parent to enable the Lenders and their counsel to evaluate such matters;


(g)       Pension Plans;
ERISA.


(i)       Copies
of any actuarial reports relating to the Pension Plans that are prepared in order to comply with then current statutory or auditing
requirements;


(ii)       Promptly
(but in any event within thirty (30) days) upon the occurrence of or upon any officer of any Loan Party becoming aware of the
forthcoming occurrence of (A) any ERISA Event, (B) the adoption of any new Pension Plan by any Loan Party, any of its Subsidiaries
or any of their respective ERISA Affiliates or the adoption of any new Foreign Pension Plan by any Loan Party or any of its Subsidiaries,
(C) other than in the ordinary course of business, the adoption of an amendment to a Pension Plan or Foreign Pension Plan if such
amendment results in a material increase in benefits or unfunded liabilities (D) the receipt of a notice from a Governmental Authority
relating to the intention to terminate any Foreign Pension Plan or to appoint a trustee or similar official to administer any
such Foreign Pension Plan, or alleging the insolvency of any such Foreign Pension Plan, (E) the existence of any fact or circumstance
that would reasonably be expected to result in the imposition of a Lien or security interest pursuant to Section 430(k) of the
Internal Revenue Code of Section 303(k) of ERISA, or (F) the commencement of material contributions by any Loan Party, any of
its Subsidiaries or any of their respective ERISA Affiliates to a Multiemployer Plan or Pension Plan or Foreign Pension Plan,
a written notice specifying the nature thereof, what action any Loan Party, any of its Subsidiaries or any of their respective
ERISA Affiliates has taken, is taking or proposes to take with respect thereto and any action taken or threatened by the Internal
Revenue Service, the Department of Labor or the PBGC with respect thereto;


(iii)       with
reasonable promptness (but in any event within thirty (30) days after receipt), copies of all material notices received by any
Loan Party or any of its Subsidiaries or to the extent provided to a Loan Party, any of their respective ERISA Affiliates from
a Multiemployer Plan sponsor concerning an ERISA Event;


(h)       Insurance
Report. Upon the reasonable request of the Administrative Agent and within thirty (30) days of such request, a certificate
from the Loan Parties’ insurance broker(s) in form and substance satisfactory to the Administrative Agent outlining all
material insurance coverage maintained as of the date of such certificate by the Loan Parties and their Subsidiaries;


(i)       Information
Regarding Collateral.


(i)       the
Borrower Representative shall furnish to the Collateral Agent prompt written notice of any change (A) in any Loan Party’s
corporate name, (B) in any Loan Party’s identity or corporate structure, (C) in any Loan Party’s jurisdiction of organization
or (D) in any Loan Party’s Federal Taxpayer Identification Number or state organizational identification number. Each Loan
Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under
the UCC and/or in the case of the Security Documents to which the Foreign Borrower is a




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party
requiring registration, in the Irish Companies Registration Office, as applicable, or otherwise that are required in order for
the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in
all the Collateral as contemplated in the Security Documents; and


(ii)       each
Loan Party also agrees promptly to notify (or to have the Borrower Representative notify on its behalf) the Collateral Agent if
any material portion of the Collateral is damaged or destroyed.


(j)       PATRIOT
Act Information. Promptly following any request therefor, 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, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation.


(k)       Certification
of Public Information. Each Borrower and each Lender acknowledge that certain of the Lenders may be “public-side”
Lenders or have personnel that are “public-side” (Lenders that do not wish to receive material non-public information
with respect to any Group Member or its securities) and, if documents or notices required to be delivered pursuant to this Section
5.01 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak, ClearPar or another relevant website or other
information platform (the “Platform”), any document or notice that the Borrower Representative has indicated
contains Non-Public Information shall not be posted on that portion of the Platform designated for such public-side Lenders. The
Borrower Representative agrees to clearly designate all information provided to the Administrative Agent by or on behalf of the
Borrowers (“Borrower Information”) which is suitable to make available to “public-side” lenders
and that (x) all such Borrower Information shall be clearly and conspicuously marked “PUBLIC” which, at a minimum,
shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (y) by marking Borrower Information
 “PUBLIC,” the Borrowers shall be deemed to have authorized the Agents, the Arrangers, and the Lenders to treat such
Borrower Information as not containing any material nonpublic information (although it may be sensitive and proprietary) with
respect to any Group Member or its securities; and (z) all Borrower Information marked “PUBLIC” are permitted to be
made available through a portion of the Platform designated “Public Side Information”. If the Borrower Representative
has not indicated whether any Borrower Information contains Non-Public Information, the Administrative Agent reserves the right
to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonpublic
information with respect to any Group Member and its securities; provided, that the Borrower Representative acknowledges and agrees
that the following documents may be distributed to such public-side Lenders: (a) the Loan Documents and (b) administrative materials
prepared by the Arrangers or the Administrative Agent for prospective Lenders (including meeting invitations, allocations and
closing memoranda);


(l)       Defaults
Under Material Contracts. Promptly upon any officer of any Loan Party or any of its Subsidiaries obtaining knowledge of any condition
or event that constitutes a default or an event of default under any Material Contract or that notice has been given to any Loan
Party or any of its Subsidiaries with respect thereto, a certificate of an Authorized Officer of such Loan Party specifying the
nature and period of existence of such condition or event and the




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nature of such claimed default or event of default,
and what action such Loan Party has taken, is taking and proposes to take with respect thereto; and


(m)      Other Information.
(i) Promptly upon their becoming available, copies of (A) all financial statements, reports, notices and proxy statements sent
or made available generally by any Group Member to their security holders acting in such capacity, (B) all regular and periodic
reports and all registration statements and prospectuses, if any, filed by any Group Member with any securities exchange or with
the SEC or any governmental or private regulatory authority and (C) all press releases and other statements made available generally
by any Group Member to the public concerning material developments in the business of any Group Member and (ii) such other information
and data with respect to any Group Member as from time to time may be reasonably requested by the Administrative Agent or any
Lender.


Section 5.02      Existence.
Except as otherwise permitted under Section 6.08, at all times preserve and keep in full force and effect its existence and all
rights, privileges and franchises, licenses, permits and authorizations material to its business and all authorizations needed
to enable performance with the Loan Documents and ensure the Loan Documents remain legal, valid, enforceable and admissible in
evidence; provided, that no Loan Party (other than the Parent or any Borrower with respect to existence) or any of its
Subsidiaries shall be required to preserve any such existence, right or franchise, licenses and permits if such Person’s
Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of such
Person and that the loss thereof is not disadvantageous in any material respect to such Person or to Lenders.


Section 5.03      Payment
of Taxes and Claims. Pay all material Taxes imposed upon it or any of its properties or assets or in respect of any of its
income, businesses or franchises, and all material claims (including claims for labor, services, materials and supplies) for sums
that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, other than Liens
that arise prior to the due date of any such Tax; provided, that no such Tax or claim need be paid to the extent it is
being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (a) adequate
reserves or other appropriate provisions, if any, as shall be required in conformity with IFRS shall have been made therefor and
(b) in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such contest proceedings operate
to stay the sale of any portion of the Collateral to satisfy such Tax or claim.


Section 5.04     Maintenance
of Properties. (a) In the case of material tangible properties necessary in the business of the Loan Parties and their Subsidiaries,
maintain or cause to be maintained such tangible properties in good repair, working order and condition, ordinary wear and tear
excepted, and from time to time shall make or cause to be made all appropriate repairs, renewals and replacements thereof, subject
to dispositions permitted hereunder; and (b) in the case of intangible material properties that are necessary in the business
of the Loan Parties and their Subsidiaries, maintain or cause to be maintained such intangible properties as valid and enforceable,
subject to Section 5.11(a).


Section 5.05      Insurance.




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In the case of the Parent
and the Borrowers, maintain or cause to be maintained, with financially sound and reputable insurers, such public liability insurance,
third party property damage insurance, business interruption insurance and casualty insurance with respect to liabilities, losses
or damage in respect of the assets, properties and businesses of the Loan Parties and their Subsidiaries as may customarily be
carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case
in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions
as are customary for such Persons. Without limiting the generality of the foregoing, the Parent and the Borrowers shall maintain
or cause to be maintained (a) flood insurance reasonably satisfactory to the Administrative Agent and each Lender that covers each
Material Real Estate Asset subject to a mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, that
is located in a Flood Zone, in each case in compliance with any applicable regulations of the Board of Governors on such terms
and in such amounts as required by the Flood Insurance Laws, as amended from time to time (b) replacement value casualty insurance
on the Collateral under such policies of insurance, with such insurance companies, in such amounts, with such deductibles, and
covering such risks as are at all times carried or maintained under similar circumstances by Persons of established reputation
engaged in similar businesses. Each such policy of insurance shall (i) name the Collateral Agent, on behalf of the Secured Parties
as additional insured parties thereunder as their interests may appear, (ii) in the case of each casualty insurance policy, contain
a loss payable clause or endorsement, reasonably satisfactory in form and substance to the Collateral Agent, that names the Collateral
Agent, on behalf of the Secured Parties, as the loss payee thereunder and (iii) provide that the insurer affording coverage (with
respect to property and liability insurance) will provide for at least thirty (30) days’ prior written notice to the Collateral
Agent of any material modification or cancellation of such policy.


Section 5.06      Books and
Records; Inspections. Maintain proper books of record and accounts in which full, true and correct entries in conformity in
all material respects with IFRS shall be made of all dealings and transactions in relation to its business and activities. Each
Loan Party shall, and shall cause each of its Subsidiaries to, permit, up to one time per year so long as no Event of Default shall
have occurred and be continuing, any authorized representatives designated by the Administrative Agent to visit and inspect any
of the real properties of any Loan Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and
their financial and accounting records and, as often as may reasonably be requested, to discuss its and their affairs, finances
and accounts with its and their officers and independent public accountants, all upon reasonable notice and at such reasonable
times during normal business hours.


Section 5.07      Compliance
with Material Contractual Obligations and Laws. Comply, and use reasonable efforts to cause all other Persons within its control,
if any, on or occupying any Real Estate Assets to comply, with the requirements of all Contractual Obligations and all applicable
laws, rules, regulations and orders of any Governmental Authority (including all applicable Environmental Laws and all Health
Care Laws), except for such noncompliance as could not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.




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Section 5.08      Environmental.


(a)       Environmental
Disclosure. In the case of the Borrower Representative, deliver to the Administrative Agent and the Lenders:


(i)       as
soon as practicable following any Borrower’s receipt thereof, copies of all material environmental assessments, audits, investigations,
analyses and reports, whether prepared by personnel of any Loan Party or any of its Subsidiaries or by any independent consultants,
Governmental Authorities or other Persons, with respect to environmental conditions at any Facility or with respect to any Environmental
Claims, in each case that are reasonably likely to result in a liability of $200,000,000 or more to any Group Member;


(ii)       promptly
upon any Borrower obtaining knowledge of the occurrence or any Borrower’s receipt of notice thereof, written notice relating
to (A) any Release required to be reported by any Loan Party or any of its Subsidiaries to any Governmental Authority under any
applicable Environmental Laws which Release has a reasonable likelihood of resulting in one or more Environmental Claims against
any Loan Party or any of its Subsidiaries having, individually or in the aggregate, a Material Adverse Effect, (B) any remedial
action taken by any Loan Party or any other Person in response to (1) any Hazardous Materials the existence of which has a reasonable
likelihood of resulting in one or more Environmental Claims against any Loan Party or any of its Subsidiaries having, individually
or in the aggregate, a Material Adverse Effect or (2) any Environmental Claims against any Loan Party or any of its Subsidiaries
that, individually or in the aggregate, have a reasonable likelihood of resulting in a Material Adverse Effect, (C) any Loan Party’s
actual knowledge of any occurrence or condition on any real property adjoining or in the vicinity of any Real Estate Asset that
could reasonably be expected to cause such Real Estate Asset or any part thereof to be subject to any restrictions on the ownership,
occupancy, transferability or use thereof under any Environmental Laws which has a reasonable likelihood of having a Material Adverse
Effect or (D) the imposition or written threat of any imposition of any Lien on any Collateral pursuant to any Environmental Law
that has a reasonable likelihood of resulting in a Material Adverse Effect;


(iii)       as
soon as practicable following the sending or receipt thereof by any Loan Party or any of its Subsidiaries, a copy of any material
written communications with respect to (A) any Environmental Claims against any Loan Party or any of its Subsidiaries that, individually
or in the aggregate, have a reasonable likelihood of resulting in a Material Adverse Effect, (B) any Release required to be reported
by any Loan Party or any of its Subsidiaries to any Governmental Authority which Release has a reasonable likelihood of resulting
in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, and (C) any written request
for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Loan Party
or any of its Subsidiaries may be potentially responsible for the Release of any Hazardous Materials which Release has a reasonable
likelihood of resulting in one or more Environmental Claims against any Loan Party or any of its Subsidiaries having, individually
or in the aggregate, a Material Adverse Effect; and




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(iv)       prompt written
notice describing in reasonable detail any proposed acquisition of stock, assets, or other property by any Loan Party or any of
its Subsidiaries that could reasonably be expected to (A) expose any Loan Party or any of its Subsidiaries to, or result in, Environmental
Claims against any Loan Party or any of its Subsidiaries that could reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect or (B) have a Material Adverse Effect on the ability of any Loan Party or any of its Subsidiaries to
maintain in full force and effect all Governmental Authorizations required under any applicable Environmental Laws for their respective
operations.


(b)       Environmental
Claims, Etc. Promptly take all actions necessary to (i) cure any violation of applicable Environmental Laws by such Loan Party
or its Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii)
conduct any investigative or remedial action that is required pursuant to applicable Environmental Laws by such Loan Party or any
of its Subsidiaries where failure to conduct such investigation or remedial action could reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect, and (iii) make an appropriate response to any Environmental Claim against such
Loan Party or any of its Subsidiaries and discharge any obligations it has to any Person in connection with such Environmental
Claim, in each case where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect.


(c)       Environmental
Compliance. Use and operate all of its Real Estate Assets in compliance with all applicable Environmental Laws, keep all necessary
Governmental Authorizations required pursuant to any applicable Environmental Laws for the operation of such Loan Party’s
or any of its Subsidiaries’ business, and handle all Hazardous Materials in compliance with all applicable Environmental
Laws, in each case except where the failure to comply with the terms of this clause (c) could not reasonably be expected to have
a Material Adverse Effect.


Section 5.09     Health Care
Regulatory Matters. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect, hold and operate in material compliance with, Regulatory Permits issued by the FDA or other Governmental Authority required
for the conduct of its business as currently conducted.


Section 5.10      Maintenance
of Ratings. In the case of the Parent, at all times use commercially reasonable efforts to maintain public corporate credit
and public corporate family ratings issued by Moody’s and S&P with respect to the Parent and public credit ratings issued
by Moody’s and S&P with respect to its senior secured debt.


Section 5.11      Intellectual Property.


(a)       No
Loan Party shall intentionally do any act or intentionally omit to do any act whereby any of the Material Intellectual Property
may lapse, or become abandoned, canceled, dedicated to the public, forfeited, unenforceable or otherwise impaired, or which would
adversely affect the validity, grant, or enforceability of the security interest granted therein; provided, that such Loan
Party may discontinue the use, monitoring and/or maintenance of any Intellectual Property, including any Material Intellectual
Property, that such Loan Party determines, in its reasonable good faith business judgment, is no longer necessary in the ordinary
conduct of such Loan Party’s business. No Loan Party shall, with respect to any Trademarks constituting Material




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Intellectual Property, cease the use of any
of such Trademarks or fail to maintain a similar level of quality of products sold and services rendered under any such Trademark
as the quality of such products and services as of the Closing Date, and such Loan Party shall take reasonable steps necessary
to ensure that such Loan Party’s licensees of such Trademarks use such consistent standards of quality; provided,
that such Loan Party may discontinue the use, monitoring and/or maintenance of any Trademarks constituting Material Intellectual
Property, that such Loan Party determines, in its reasonable good faith business judgment, is no longer necessary in the ordinary
conduct of such Loan Party’s business. Each Loan Party shall take reasonable steps in the ordinary course of business, including
in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office, any state registry
or any foreign counterpart of the foregoing, to pursue any application and maintain any registration or issuance of each Trademark,
Patent, and Copyright owned by any Loan Party and constituting Material Intellectual Property that such Loan Party determines is
necessary in the ordinary course of business.


(b)       Other
than in the ordinary course of business, each Loan Party shall timely notify the Collateral Agent if it knows that any item of
Material Intellectual Property is reasonably likely to become (i) abandoned or dedicated to the public or placed in the public
domain, except due to expiration of the statutory term of protection of such Material Intellectual Property in the ordinary course,
(ii) subject to any adverse determination of a Governmental Authority of competent jurisdiction regarding any Loan Party’s
ownership, registration or use or the validity or enforceability of such item of Material Intellectual Property (including but
not limited to the institution of, or any adverse development with respect to, any action or proceeding in the United States Patent
and Trademark Office, the United States Copyright Office, any state registry, any foreign counterpart of the foregoing, any court
or any tribunal) or (iii) the subject of any reversion or termination rights exercised by such Loan Party’s licensor of such
Material Intellectual Property.


(c)       Each
Loan Party shall use reasonable efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party
of any provision that would materially impair or prevent the creation of a security interest in favor of the Collateral Agent to
the extent contemplated under the Loan Documents in, or the assignment to the extent contemplated under the Loan Documents of,
such Loan Party’s rights and interests in any property included within the definitions of any Material Intellectual Property
acquired under such contracts.


(d)       In
the event that any Material Intellectual Property owned by or exclusively licensed to any Loan Party, to a Loan Party’s knowledge,
is infringed, misappropriated, diluted or otherwise violated by a third party, such Loan Party shall take commercially reasonable
actions as it would otherwise in such Loan Party’s reasonable business judgment and in the ordinary course of business take,
to stop or otherwise address such infringement, misappropriation, dilution or other violation and protect its rights in such Material
Intellectual Property including, in such Loan Party’s reasonable business judgment, if necessary, the initiation of a suit
for injunctive relief and to recover damages. Each Loan Party shall use commercially reasonable efforts in the ordinary course
of business to use proper statutory notice in connection with its use of any of the Material Intellectual Property.


Section
5.12      Subsidiaries. (a) In the event that any Person becomes a Subsidiary of the Parent after the Closing Date (including
pursuant to a Permitted Acquisition or Section 6.08 hereof




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or upon the formation of any Subsidiary that
is a Division Successor), if such subsidiary is or becomes a Significant Subsidiary, solely to the extent necessary to satisfy
the requirements under Section 5.16, (i) promptly cause such Subsidiary to become a Guarantor hereunder (other than, in respect
of Obligations of the U.S. Borrower, a Controlled Foreign Corporation), by executing and delivering to the Administrative Agent
and the Collateral Agent a Counterpart Agreement, and a party to the applicable Security Document, and (ii) take all such actions
and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates
as are similar to those described in Sections 3.01(b), 3.01(f), 3.01(g), 3.01(i) and 3.01(j), as applicable, and the Parent and
the Borrowers shall take all of the actions referred to in Section 3.01(f) and 3.01(g), as applicable, necessary to grant and
to perfect a first priority Lien in favor of the Collateral Agent, for the benefit of Secured Parties, under the applicable Security
Documents, in the Equity Interests of any such new Subsidiary (provided, that in no event shall more than 65.0% of the
voting Equity Interests of any Controlled Foreign Corporation be required to be so pledged as security for the Obligations of
the U.S. Borrower).


(b)       With
respect to each new Significant Subsidiary, the Borrower Representative shall promptly send to the Collateral Agent written notice
setting forth with respect to such Person (i) the date on which such Person became a Group Member and (ii) all of the data required
to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Parent; and such written notice shall be deemed
to supplement Schedules 4.01 and 4.02 for all purposes hereof.


(c)       Not
permit any existing or new Significant Subsidiary or Guarantor to be a Controlled Foreign Corporation unless the Collateral Agent
and the Loan Parties shall have entered into a customary collateral allocation mechanism reasonably acceptable to the Administrative
Agent and the Borrowers.


Section 5.13     Additional
Material Real Estate Assets. In the event that any Loan Party acquires a Material Real Estate Asset (including, without limitation,
any acquisition pursuant to a Division) or if a Real Estate Asset owned or leased by a Loan Party on the Closing Date later becomes
a Material Real Estate Asset and such asset has not otherwise been made subject to the Lien of a Security Document in favor of
the Collateral Agent for the benefit of Secured Parties, such Loan Party shall deliver to the Collateral Agent, within 90 days
from the date of such acquisition or the date such Real Estate Asset becomes a Material Real Estate Asset (or such later date
as the Administrative Agent may agree in its reasonable discretion), the following with respect to each such Material Real Estate
Asset (each, a “Mortgaged Property”), in each case, in form and substance reasonably satisfactory to the Collateral
Agent:


(a)       a
fully executed and notarized Mortgage, in proper form for recording in all applicable jurisdictions required by law to establish
and perfect the Mortgage in favor of the Collateral Agent, encumbering such Mortgaged Property;


(b)       an
opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in the state in which such Mortgaged
Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state;




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(c)       an
ALTA lender title insurance policy (or unconditional commitment therefor) (a “Title Policy”) issued by one or
more title companies (individually or collectively, as the context requires, the “Title Company”) reasonably
satisfactory to the Collateral Agent in an amount not less than the fair market value of such Mortgaged Property, insuring the
Collateral Agent that the relevant Mortgage creates a valid and enforceable first priority mortgage Lien on the Mortgaged Property
encumbered thereby (subject only to Permitted Liens), and such Title Policy (A) shall include all endorsements reasonably requested
by the Collateral Agent and (B) shall provide for affirmative insurance and such reinsurance as the Collateral Agent may reasonably
request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and evidence reasonably satisfactory
to the Collateral Agent that the applicable Loan Party has (i) delivered to the Title Company all certificates and affidavits required
by the Title Company in connection with the issuance of the applicable Title Policy and (ii) paid to the Title Company all expenses
and premiums of the Title Company and all other sums required in connection with the issuance of the Title Policy and to the Title
Company or the appropriate Governmental Authorities all recording and stamp taxes (including mortgage recording and intangible
taxes) payable in connection with recording the Mortgages in the applicable real property records; together with copies of all
recorded documents listed in part II of Schedule B to such policies or commitments as exceptions to title or otherwise referred
to therein;


(d)       (A)
a completed Flood Certificate with respect to such Mortgaged Property, which Flood Certificate shall (1) be addressed to the Collateral
Agent, (2) be completed by a company which has guaranteed the accuracy of the information contained therein, and (3) otherwise
comply with the Flood Program and Flood Insurance Laws; (B) evidence describing whether the community in which such Mortgaged Property
is located participates in the Flood Program; (C) if any Flood Certificate states that such Mortgaged Property has buildings or
structures located in a Flood Zone, the Borrower Representative’s written acknowledgment (1) as to whether the portions of
the land components of such Mortgaged Property on which such buildings or structures are located are in a Flood Zone, and (2) if
located in a Flood Zone, evidence that the applicable Loan Party has obtained a policy of flood insurance that is in compliance
with all applicable regulations of the Board of Governors or as otherwise reasonably required by the Collateral Agent and the Lenders;
and


(e)       copies
of any and all surveys of such Mortgaged Property that are in the possession of a Loan Party, and, to the extent such surveys are
acceptable to the title company, and provided that no material changes have occurred since the issuance thereof, a no-change affidavit
reasonably acceptable to such Loan Party sufficient to allow the title company to delete the standard survey exception and survey
related endorsements to the title insurance policy.


In addition to the foregoing,
(i) in the case of the Borrowers, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent such
appraisals as are required by law or regulation of Material Real Estate Assets with respect to which the Collateral Agent has been
granted a Lien and (ii) prior to the execution of a Mortgage encumbering any such Material Real Estate Asset, the Collateral Agent
or the Borrowers shall provide at least forty five (45) days prior written notice to the Lenders (or such shorter period as agreed
by the Collateral Agent in its reasonable discretion). Upon confirmation from all Lenders that the requisite flood insurance due
diligence and flood insurance compliance reasonably requested by the Lenders has been completed, the relevant Loan Party may pledge
the Material Real Estate Asset pursuant to a




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Mortgage. It is understood and agreed that if
such Lender has been provided the deliverables required under Section 5.13(d) and has not objected or reasonably requested additional
flood insurance due diligence and flood insurance compliance deliverables within five (5) Business Days, such confirmation will
be deemed to have occurred.


Section 5.14     Additional
Collateral. With respect to any assets or property (in each case, that are Collateral) acquired, developed or created after
the Closing Date by any Group Member that is, or pursuant to Section 5.12 becomes, a Loan Party (other than (a) any assets or
property described in Section 5.12 or Section 5.13 and (b) any assets or property subject to a Lien permitted by Section 6.02(n))
as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected first priority Lien, promptly
(i) execute and deliver to the Collateral Agent such amendments to the Security Documents or such new Security Documents as the
Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties,
a perfected first priority Lien in such Collateral and (ii) take all actions necessary or advisable to grant to the Collateral
Agent, for the benefit of the applicable Secured Parties, a perfected first priority Lien in such Collateral, including without
limitation, authorizing the Collateral Agent to file UCC financing statements and Intellectual Property Security Agreements in
such jurisdictions as may be required by the U.S. Security Agreements, or by law or as may be requested by the Collateral Agent
(subject, in the case of Foreign Loan Parties, to the Agreed Security Principles), the Foreign Borrower shall prepare and file
all security filings (form C1) with the Irish Companies Registration Office and if applicable, any such Security Document (or
amendment thereto) will be promptly elevated to the status of Spanish Public Document.


Section 5.15      Further
Assurances. At any time or from time to time upon the request of the Administrative Agent, at the expense of the Loan Parties,
promptly execute, acknowledge and deliver such further documents and do such other acts and things as the Administrative Agent
or the Collateral Agent may reasonably request in order to effect fully the purposes of the Loan Documents or to more fully perfect
or renew the rights of the Administrative Agent or the Lenders with respect to the Collateral (or with respect to any additions
thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by any Group Member
which may be deemed to be part of the Collateral), subject, in the case of Foreign Loan Parties, to the Agreed Security Principles.
In furtherance and not in limitation of the foregoing, each Loan Party shall take such actions as the Administrative Agent or the
Collateral Agent may reasonably request from time to time to ensure that the Obligations are guaranteed by the Guarantors and are
secured by substantially all of the assets of each Group Member (subject to the Agreed Security Principles). Upon the exercise
by the Administrative Agent or the Collateral Agent of any power, right, privilege or remedy pursuant to this Agreement or the
other Loan Documents which required any consent, approval, recording, qualification or authorization of any Governmental Authority,
the applicable Borrower or the applicable Loan Party will execute and deliver, or will cause the execution and delivery of, all
applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent
may be required to obtain from such Loan Party for such consent, approval, recording, qualification or authorization.


Section 5.16     Guarantor
Coverage Test. As of each date of delivery of the Compliance Certificate as required by Section 5.01(c), the Borrowers shall
ensure that the aggregate (without duplication) earnings before interest, tax, depreciation and amortization (calculated in accordance
with the defined term “Consolidated Adjusted EBITDA”) attributable to the Loan Parties as a




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group (taking each entity on an unconsolidated
basis and excluding all intercompany items) shall be no less than 70% of the earnings before interest, tax, depreciation and amortization
of the Group. For purposes of this Section 5.16, only the Borrowers and each other Loan Party which has provided a guarantee in
full for all of the Obligations shall be included as Loan Parties. No Person shall provide a guarantee of any of the EIB Facility,
the Senior Notes, the Senior Refinancing Notes or the Senior Secured Notes that is not also a Loan Party.


Section 5.17      “Know
Your Customer” Checks. If in connection with (a) the introduction of or any change in (or in the interpretation, administration
or application of) any law or regulation made after the Closing Date, (b) any change in the status of a Loan Party after the Closing
Date, (c) the addition of any Guarantor pursuant to Section 5.12 or (d) any proposed assignment or transfer by a Lender of any
of its rights and obligations under this Agreement to a party that was not previously a Lender hereunder, the Administrative Agent
or any Lender (or, in the case of clause (d) above, any prospective Lender) requires additional information in order to comply
with “know your customer” or similar identification procedures, each Loan Party shall, promptly upon the request of
the Administrative Agent or such Lender, provide such documentation and other evidence as is reasonably requested by the Administrative
Agent (for itself or on behalf of any Lender) or such Lender (for itself or, in the case of the event described in clause (d)
above, on behalf of any prospective Lender) in order for the Administrative Agent, such Lender or such prospective Lender to carry
out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable
laws and regulations pursuant to the transactions contemplated in the Loan Documents. If a Lender is required to perform regular
compliance checks to comply with “know your customer” or similar identification procedures, the Loan Parties shall
promptly upon the reasonable request of that Lender supply, or procure the supply of, such documentation and other evidence as
is required under any applicable laws or regulations regarding the Loan Parties.


Section 5.18      ERISA.
Ensure that all Pension Plans operated or maintained for the benefit of the Group Members or any of its ERISA Affiliates and/or
any of their respective employees are (a) funded to the extent required by law and the terms of such plans based on reasonable
actuarial assumptions, and (b) operated or maintained as required by law and the terms of such plans, except, in each case, to
the extent that failure to do so would not reasonably be expected to result in a Material Adverse Effect.


Section 5.19      Designation
of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Parent may designate any Restricted Subsidiary
(other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided,
that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing,
(ii) the Group shall be in compliance with the financial covenant set forth in Section 6.07 (whether or not then tested) on a
pro forma basis after giving effect to such designation as of the last day of the Fiscal Quarter most recently ended and (iii)
no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary
pursuant to this Section 5.19. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an
Investment equal to the aggregate fair market value of all outstanding Investments owned by the Parent and the Restricted Subsidiaries
in the Subsidiary as of the time of the designation, as determined by the Parent. Such designation will only be permitted if the
Investment would be permitted at that time and if the Restricted Subsidiary




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otherwise meets the definition of an Unrestricted
Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the
time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any
Investment by the applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the
fair market value at the date of such designation of such Loan Party’s Investment in such Subsidiary. Notwithstanding the
foregoing (i) no Borrower may be designated as an Unrestricted Subsidiary and (ii) no Person may be designated as an “Unrestricted
Subsidiary” if such Person is not an “Unrestricted Subsidiary” or is a “Guarantor” under any Senior
Notes, the Senior Secured Notes, the Senior Refinancing Notes or under any agreement, document or instrument evidencing any Material
Indebtedness.


Section
5.20     Post-Closing Matters. Cause to be delivered or performed the documents and other agreements and actions set forth on
Schedule 5.20 within the time frames specified on such Schedule 5.20.


Section 5.21     Anti-Money
Laundering Laws; Anti-Corruption Laws; Sanctions. (a) Continue to maintain in effect and enforce policies and procedures designed
to promote and achieve compliance by such Loan Party and each of its Subsidiaries and their respective directors, officers, employees
and agents, with applicable Anti-Corruption Laws, applicable Anti-Money Laundering Laws and applicable Sanctions.


(b)       Promptly
notify the Lenders in the event that it or any of its directors, officers or employees becomes subject to any action, proceeding,
litigation, claim or investigation with regard to any actual or alleged violation of Sanctions, Anti-Corruption Laws or Anti-Money
Laundering Laws.


(c)       The
undertakings in this Section 5.21 shall in no event be interpreted or applied to the extent that the obligations under this Section
5.21 would violate or expose any EU Lender or any of its Affiliates to any liability under any anti-boycott or blocking law, regulation
or statute that is in force from time to time and applicable to such entity (including, without limitation, any Anti-Boycott Statute).
For purposes of calculating Required Lenders in connection with any amendment, waiver, determination or direction relating to any
part of this Section 5.21 of which a EU Lender does not have the benefit, such EU Lender shall be deemed not to be a “Lender”
hereunder.


Section 5.22      MIRE Events.
In connection with any amendment to this Agreement pursuant to which any increase, extension or renewal of Loans is contemplated,
the Borrowers shall cause to be delivered to the Administrative Agent confirmation from all Lenders that the requisite flood insurance
due diligence and flood insurance compliance reasonably requested by the Lenders has been completed.


ARTICLE VI.


NEGATIVE COVENANTS


Each
Loan Party covenants and agrees that, on and after the Closing Date, until the Discharge of Obligations, such Loan Party shall
not, nor shall it cause or permit any of its Subsidiaries to:




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Section
6.01      Indebtedness. Directly or indirectly, create, incur, assume, guaranty or suffer to exist any Indebtedness, except:


(a)       the
Obligations;


(b)       (i)
either (A) the Senior Notes in an aggregate principal amount not to exceed €1,000,000,000 or (B) Senior Refinancing Notes;
(ii) guaranty obligations of any Guarantor in respect of such Indebtedness under preceding clause (i) (provided,
that in the case of any guaranty of the Senior Notes or the Senior Refinancing Notes by a Person that is not a Guarantor, such
Person becomes a Guarantor under this Agreement at or prior to the time of such guaranty) and (iii) any Permitted Refinancing
of the foregoing;


(c)       (i)
Indebtedness of any Subsidiary of the Parent owed to the Parent or any Borrower or to any other Subsidiary of the Parent, or of
the Parent or any Borrower owed to any Subsidiary of the Parent, not to exceed (A) $500,000,000 outstanding at any time plus (B) an additional amount so long as with respect to this clause (B), (x) all such Indebtedness if owed to a Loan Party,
shall be subject to a first priority lien pursuant to the Security Documents and (y) all such Indebtedness shall be unsecured
and, if owed by a Loan Party to a non-Loan Party, subordinated in right of payment to the payment in full of the Obligations pursuant
to customary intercompany subordination terms reasonably acceptable to the Administrative Agent; provided, further,
that all such Indebtedness under this paragraph (c)(i) is permitted as an Investment under Section 6.06(d) and (ii) Indebtedness
of any Loan Party owed to another Loan Party;


(d)      Indebtedness
incurred by any Group Member arising from agreements providing for indemnification, adjustment of purchase price or similar obligations
(including, Indebtedness consisting of the deferred purchase price of assets or property acquired in an acquisition), in connection
with acquisitions or dispositions of any business, assets or Subsidiary of any Group Member;


(e)       Indebtedness
which may be deemed to exist pursuant to any guaranties, performance, insurance, surety bonds, statutory, appeal bonds or similar
obligations incurred in the ordinary course of business;


(f)       Indebtedness
in respect of netting services, overdraft protections and otherwise in connection with deposit accounts;


(g)       guaranties
in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of any Group Member;


(h)       guaranties
by any Borrower of Indebtedness of a Guarantor or guaranties by a Guarantor of Indebtedness of any Borrower or another Guarantor
with respect, in each case, to Indebtedness otherwise permitted to be incurred by such Guarantor pursuant to this Section 6.01
(other than clauses (b) and (c) of this Section 6.01); provided, that if the Indebtedness that is being guarantied is unsecured
and/or subordinated to the Obligations, the guaranty shall also be unsecured and/or subordinated to the Obligations;


(i)       Indebtedness
existing on the Closing Date which is described in Schedule 6.01 and any Permitted Refinancing thereof;




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(j)       Indebtedness
in an amount not to exceed at any time $500,000,000, which is incurred with respect to Capital Leases or constitutes purchase money
Indebtedness; provided, that any such purchase money Indebtedness shall (i) be secured only by the asset acquired in connection
with the incurrence of such Indebtedness, (ii) be incurred within 180 days of the acquisition of the relevant equipment or other
asset and (iii) constitute not more than 75.0% of the aggregate consideration paid with respect to such asset;


(k)       (i)
Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary or Indebtedness
attaching to assets that are acquired by any Group Member, in each case after the Closing Date as the result of a Permitted Acquisition;
provided, that (A) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were
acquired and, in each case, was not created in anticipation thereof, (B) such Indebtedness is not guaranteed in any respect by
any Group Member (other than by any such person that so becomes a Subsidiary) and (C) the Leverage Ratio (determined for any such
period by reference to the most recent Compliance Certificate delivered in accordance with Section 5.01(c) hereof) shall not be
greater than 5.00:1.00 as of the last day of the most recently ended fiscal quarter calculated on a pro forma basis after giving
effect to such incurrence (assuming for purposes of this Section 6.01(k) at the time of incurrence that (x) all revolving Indebtedness
under Incremental Facilities, all Additional Debt that is revolving Indebtedness incurred under Section 6.01(r) and all revolving
Indebtedness incurred under this Section 6.01(k) and Section 6.01(w), are fully drawn and (y) the proceeds of such Indebtedness
are not included as unrestricted cash in the definition of “Consolidated Net Total Debt”) and (ii) any Permitted Refinancing
thereof; provided, that (A) the direct and contingent obligors with respect to such Indebtedness are not changed and (B)
such Indebtedness shall not be secured by any assets other than the assets securing the Indebtedness being renewed, extended or
refinanced;


(l)       Indebtedness
related to Hedge Agreements; provided, that in each case such Indebtedness shall not have been entered into for speculative
purposes;


(m)       (i)
Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse (except for Standard
Securitization Undertakings) to any of the Borrowers or the Guarantors and (ii) Indebtedness of a Group Member consisting of Standard
Securitization Undertakings, in an aggregate amount not to exceed at any time $500,000,000; provided, that in each case,
the Net Cash Proceeds with respect to such Indebtedness are used to repay Term Loans and will be applied as set forth in Section
2.15(b);


(n)       to
the extent constituting Indebtedness, (i) obligations under Employee Benefit Plans, including in respect of compensation and benefits
to employees of the Parent and its Subsidiaries and premiums and contributions in respect thereof in the ordinary course of business,
(ii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent that such obligations and
liabilities are not required to be funded under applicable law, (iii) contingent liabilities arising out of endorsements of checks
and other negotiable instruments for deposit or collection in the ordinary course of business and (iv) reserves established by
a Group Member for litigation or tax contingencies;


(o)       Indebtedness
in an amount not to exceed $100,000,000 issued in lieu of cash payments of Restricted Payments permitted by Section 6.04(f);




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(p)       Indebtedness
incurred by the Parent or any of its Subsidiaries in respect of workers compensation claims, health, disability or other employee
benefits or property casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type
obligations regarding workers compensation claims and other obligations of a similar nature, in each case, in the ordinary course
of business;


(q)       Credit
Agreement Refinancing Indebtedness;


(r)       Indebtedness
of any Loan Party constituting Additional Debt; provided, in respect of this clause (r), that (i) no Default or Event of
Default shall have occurred and be continuing or would exist immediately after giving effect to the incurrence of such Indebtedness
under this clause (r), (ii) in the case of any such Indebtedness that is secured by a Lien on the Collateral that ranks pari passu
or junior in right of security with the Loans, the Senior Secured Leverage Ratio (determined for any such period by reference to
the most recent Compliance Certificate delivered in accordance with Section 5.01(c) hereof) shall not be greater than 4.50:1.00
as of the last day of the most recently ended fiscal quarter calculated on a pro forma basis after giving effect to such incurrence
(assuming for purposes of this clause (r) at the time of incurrence that (x) all revolving Indebtedness under Incremental Facilities,
all Additional Debt that is revolving Indebtedness incurred under this Section 6.01(r) and all revolving Indebtedness incurred
under Section 6.01(k) and Section 6.01(w), are fully drawn and (y) the proceeds of such Indebtedness are not included as unrestricted
cash in the definition of “Consolidated Net Total Debt”) and (iii) in the case of any such Indebtedness that is unsecured,
the Fixed Charge Coverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered
in accordance with Section 5.01(c) hereof) would have been at least 2.00 to 1.00 as of the last day of the most recently ended
fiscal quarter calculated on a pro forma basis after giving effect to such incurrence (assuming for purposes of this clause (r)
at the time of incurrence that all revolving Indebtedness under Incremental Facilities, all Additional Debt that is revolving Indebtedness
incurred under this Section 6.01(r) and all revolving Indebtedness incurred under Section 6.01(k) and Section 6.01(w), are fully
drawn);


(s)       unsecured
Indebtedness of the Parent or any of its Subsidiaries owed to the employees
of the Parent or any of its Subsidiaries or non-employees, in either case, who are individuals, in the ordinary course of business
in an aggregate amount not to exceed at any time €500,000,000;


(t)       (i)
the Senior Secured Notes in an aggregate principal amount not to exceed €1,675,000,000; (ii) guaranty obligations of any
Guarantor in respect of such Indebtedness under preceding clause (i) (provided, that in the case of any guaranty of the
Senior Secured Notes by a Person that is not a Guarantor, such Person becomes a Guarantor under this Agreement at or prior to
the time of such guaranty) and (iii) any Permitted Refinancing of the foregoing so long as the Administrative Agent shall have
become party to or otherwise subject to the provisions of the Pari Passu Intercreditor Agreement or a Junior Intercreditor Agreement,
as applicable if not already a party to the Closing Date Intercreditor Agreement;


(u)       Indebtedness
of Loan Parties owed to the European Investment Bank in an aggregate principal amount at any time outstanding not to exceed $500,000,000
(collectively, the “EIB Facility”) and any Permitted Refinancing thereof with the European Investment Bank so
long




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as the Administrative Agent shall have become party to or otherwise
subject to the provisions of the Pari Passu Intercreditor Agreement or a Junior Intercreditor Agreement, as applicable if not
already a party to the Closing Date Intercreditor Agreement;


(v)       additional
Indebtedness in an aggregate principal amount at any time outstanding not to exceed $250,000,000;


(w)       Indebtedness
of a Loan Party incurred in connection with an investment permitted hereunder; provided, that in respect of this clause
(w), (i) no Default or Event of Default shall have occurred and be continuing or would exist immediately after giving effect to
the incurrence of such Indebtedness under this clause (w); (ii) any Person that guarantees such Indebtedness shall be a Loan Party;
(iii) with respect to maturity, (x) if such Indebtedness is secured by a Lien on the Collateral that ranks pari passu in right
of security with the Loans or is secured JV Equity Acquisition Debt, the maturity date of such Indebtedness shall be no earlier
than the final maturity of the Tranche B Term Loans and (y) all other Indebtedness shall not require any scheduled payment of principal
or mandatory redemption or redemption at the option of the holders thereof (except customary redemption provisions in respect of
asset sales, changes in control or similar events) prior to 91 days after the latest maturity applicable to the Term Loans then
outstanding; (iv) if such Indebtedness is secured (other than JV Equity Acquisition Debt), the obligations in respect thereof shall
not be secured by any Lien on any asset of the Parent or any of its Restricted Subsidiaries other than any asset constituting Collateral,
the security agreements relating to such Indebtedness shall be substantially the same as the Security Documents and if such Indebtedness
is in an amount in excess of $250,000,000, such Indebtedness shall be subject to an intercreditor agreement in form and substance
reasonably acceptable to the Administrative Agent; (v) the MFN Provisions shall apply if such Indebtedness takes the form of loans
that are secured by a Lien on the Collateral that ranks pari passu in right of security with the Obligations; (vi) in the case
of any secured Indebtedness, the Senior Secured Leverage Ratio (determined for any such period by reference to the most recent
Compliance Certificate delivered in accordance with Section 5.01(c) hereof) shall not be greater than 4.50:1.00 as of the last
day of the most recently ended fiscal quarter calculated on a pro forma basis after giving effect to such incurrence (assuming
for purposes of this Section 6.01(w) at the time of incurrence that (x) all revolving Indebtedness under Incremental Facilities
incurred, all Additional Debt that is revolving Indebtedness incurred under Section 6.01(r) and all revolving Indebtedness incurred
under Section 6.01(k) and this Section 6.01(w), are fully drawn) and (y) the proceeds of such Indebtedness are not included as
unrestricted cash in the definition of “Consolidated Net Total Debt”) and (vii) in the case of any such Indebtedness
that is unsecured, the Fixed Charge Coverage Ratio (determined for any such period by reference to the most recent Compliance Certificate
delivered in accordance with Section 5.01(c) hereof) would have been at least 2.00 to 1.00 as of the last day of the most recently
ended fiscal quarter calculated on a pro forma basis after giving effect to such incurrence (assuming for purposes of this clause
(w) at the time of incurrence that all revolving Indebtedness under Incremental Facilities, all Additional Debt that is revolving
Indebtedness incurred under Section 6.01(r) and all revolving Indebtedness incurred under Section 6.01(k) and this Section 6.01(w),
are fully drawn); and


(x)       all
premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on
obligations described in clauses (a) through (w) above.




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Section
6.02      Liens. Directly or indirectly, create, incur, assume or permit to exist any Lien on any property, revenue or asset
of any kind of any Loan Party or any of its Subsidiaries, whether now owned or hereafter acquired, except:


(a)       Liens
granted pursuant to any Loan Document (or otherwise securing Obligations) in favor of the Lenders or the Collateral Agent for the
benefit of Secured Parties;


(b)       Liens
for Taxes, assessments or governmental charges not at the time delinquent or to the extent obligations with respect to such Taxes,
assessments or governmental charges are being contested in good faith by appropriate proceedings promptly instituted and diligently
conducted and so long as adequate reserves or other appropriate provisions as shall be required in conformity with IFRS shall have
been made therefor and Liens for Taxes assessed on Real Estate Assets that are not delinquent;


(c)       statutory
Liens of landlords, banks (and rights of set-off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and
other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section
303(k) of ERISA or a violation of Section 436 of the Internal Revenue Code), in each case incurred in the ordinary course of business
(i) for amounts not yet overdue or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period
in excess of ten (10) days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate
provisions, if any, as shall be required by IFRS shall have been made for any such contested amounts;


(d)       Liens
incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance
and other types of governmental insurance or benefits, or to secure the performance of tenders, statutory obligations, surety and
appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations
including obligations to secure health, safety and environmental obligations (exclusive of obligations for the payment of borrowed
money or other Indebtedness);


(e)       easements,
rights-of-way, restrictions and encroachments, rights of tenants (as tenants only) pursuant to leases or subleases permitted to
be entered into pursuant to this Agreement and which are subordinated to any Mortgage and other minor defects or irregularities
in title (including matters indicated on a survey of an affected property), in each case, which do not interfere in any material
respect with the use of the affected property by a Group Member and that do not secure any monetary obligations which are not otherwise
Liens permitted hereunder;


(f)       any
interest or title of a lessor or sublessor under any lease of real estate permitted hereunder and covering only the assets so leased
and any Liens encumbering such lessor’s or sublessor’s interest or title;


(g)       Liens
solely on any cash earnest money deposits made by any Group Member in connection with any letter of intent or purchase agreement
permitted hereunder;



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(h)       purported
Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property
entered into in the ordinary course of business;


(i)       Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the
importation of goods;


(j)       any
zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any
real property not inconsistent with the present use or operation of the real property;


(k)       licenses
or sublicenses of, or other arrangements involving, Patents, Copyrights, Trademarks and other Intellectual Property rights granted
by any Group Member in the ordinary course of business and, individually or in the aggregate, not materially detracting from the
value of the business of such Group Member taken as a whole, or as otherwise permitted under Section 6.08(f);


(l)       Liens
in favor of vendors of goods arising as a matter of law securing the payment of the purchase price therefor so long as such Liens
attach only to the purchased goods;


(m)       Liens
existing on the Closing Date which are described in Schedule 6.02 and any extension, renewal, or replacement of a Lien described
in said schedule securing the Indebtedness secured by such scheduled Lien on the Closing Date or any Permitted Refinancing thereof;
provided, that such extension, renewal or replacement Lien is limited to the assets that are secured by such scheduled Lien;





(n)       Liens
securing Indebtedness permitted pursuant to Section 6.01(j); provided, that any such Lien shall encumber only the asset
acquired with the proceeds of such Indebtedness;


(o)       (1)
Liens securing Indebtedness permitted by Section 6.01(k); provided, that any such Lien shall encumber only those specific
tangible assets which secured such Indebtedness at the time such assets were acquired by the Group and (2) Liens securing Indebtedness
permitted by Section 6.01(w) subject to compliance with Section 6.01(w)(vi);


(p)       Liens
arising from judgments in circumstances not constituting an Event of Default under Section 8.01(h);


(q)       Liens
on Securitization Assets or a Securitization Subsidiary’s other assets arising in connection with a Qualified Securitization
Financing;


(r)       Liens
arising by virtue of any statutory, contractual or common law provision relating to banker’s liens, rights of set-off or
similar rights (i) relating to the establishment of depository relations in the ordinary course of business with banks not given
in connection with the issuance of Indebtedness and (ii) relating to pooled deposit or sweep accounts of any Group Member to permit
satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Group;




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(s)       Liens
deemed to exist in connection with Investments in Cash Equivalents of the type described in clause (d) of the definition thereof;


(t)       Liens
(i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.06
to be applied against the purchase price for such Investment and (ii) consisting of an agreement to dispose of any property in
an Asset Disposition permitted pursuant to Section 6.08, in each case solely to the extent such Investment or Asset Disposition,
as the case may be, would have been permitted on the date of the creation of such Lien;


(u)       pledges
and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of insurance
carriers providing property, casualty or liability insurance to any Borrower or any of its Subsidiaries;


(v)       Liens
(i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection, (ii) attaching to commodity
trading accounts or other commodities brokerage accounts and (iii) in favor of a banking or other financial institution in each
case arising as a matter of law or under customary general terms and conditions encumbering deposits or other funds maintained
with a financial institution and that are within the general parameters customary in the banking industry or arising pursuant to
such banking institutions general terms and conditions;


(w)       Liens
securing Indebtedness incurred pursuant to Section 6.01(r) subject to compliance with clause (ii) thereof;


(x)       Liens
on the Collateral securing (i) the Senior Refinancing Notes and subject to either a Pari Passu Intercreditor Agreement or Junior
Intercreditor Agreement, as applicable, (ii) Permitted Pari Passu Secured Refinancing Debt and subject to a Pari Passu Intercreditor
Agreement, (iii) Permitted Junior Secured Refinancing Debt and subject to the Junior Intercreditor Agreement and (iv) Indebtedness
incurred pursuant to a Refinancing Amendment;


(y)       other
Liens on assets that are not Collateral securing Indebtedness or other obligations in an aggregate principal amount at the time
of incurrence of such Indebtedness or other obligations not to exceed $40,000,000;


(z)       Liens
on the Collateral securing Indebtedness permitted pursuant to Section 6.01(b) (and in respect of the Senior Refinancing Notes,
Section 6.01(t) and Section 6.01(u) subject, in each case, to either a Pari Passu Intercreditor Agreement or Junior Intercreditor
Agreement, as applicable); and


(aa)     Liens on assets of Subsidiaries that are not Loan Parties securing Indebtedness of such Subsidiary that is permitted to be incurred
by such Subsidiary pursuant to Section 6.01.


Section 6.03      No Further
Negative Pledges. Enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or
assets, whether now owned or hereafter acquired, to secure the Obligations except with respect to (a) this Agreement and the other
Loan Documents, (b) specific assets or property encumbered to secure payment of particular




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Indebtedness or to be sold pursuant to an executed
agreement with respect to a permitted Asset Disposition, (c) restrictions by reason of customary provisions restricting assignments,
subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business
(provided, that such restrictions are limited to the assets or property subject to such leases, licenses or similar agreements,
as the case may be), (d) agreements evidencing Indebtedness permitted by Section 6.01(b), (d), (i), (j), (k), (m), (r), (t) and
(u), (e) restrictions in any Credit Agreement Refinancing Indebtedness and (f) customary provisions in any joint venture agreement
or similar agreement prohibiting the pledge of Equity Interests of such joint venture.


Section 6.04      Restricted
Payments. Directly or indirectly through any manner or means nor shall it permit any of its Subsidiaries directly or indirectly
through any manner or means, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum
for any Restricted Payment except that:


(a)       any
Subsidiary of the Parent may declare and pay dividends or make other distributions to the Parent or to its other Subsidiaries (and,
in the case of a Restricted Payment by a Subsidiary that is not a Wholly-Owned Subsidiary, to the Parent and any of its other Subsidiaries
and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests of the relevant class
of Equity Interests);


(b)       the
Spanish Borrower may make regularly scheduled payments of interest in respect of the Senior Notes and the Senior Refinancing Notes
in accordance with the terms of, and only to the extent required by the Senior Notes Documents or the Senior Refinancing Notes
Documents, as applicable;


(c)       the
Parent and its Subsidiaries, may (A) make repurchases of the Senior Notes, the Senior Refinancing Notes, or other unsecured Indebtedness
of the Parent or its Subsidiaries; provided, that unless the Leverage Ratio (determined for any such period by reference
to the most recent Compliance Certificate delivered in accordance with Section 5.01(c) hereof) would not be greater than 3.75:1.00
after giving effect to such repurchase, the aggregate amount of payments under this paragraph (c) shall not exceed the Available
Amount; and (B) redeem the Senior Notes in full with the Net Cash Proceeds of the Senior Refinancing Notes;


(d)       the
Parent may purchase its common stock or common stock options from present or former officers, directors or employees of the Group
upon the death, disability or termination of employment of such officer or employee, provided, that unless the Leverage
Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered in accordance with Section
5.01(c) hereof) would not be greater than 3.75:1.00 after giving effect to such purchase, the aggregate amount of payments under
this paragraph (d) (net of any proceeds received by the Parent subsequent to the Closing Date in connection with resales of any
common stock or common stock options so purchased) shall not exceed the Available Amount;


(e)       so
long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the Parent may declare
and pay cash dividends with respect to its common stock (so long as such declared dividend is actually paid within ninety (90)
days of such declaration) (i) so long as the Group shall be in compliance with the financial covenant set forth in Section 6.07
(whether or not then tested) on a pro forma basis after giving effect to such




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Restricted Payment as of the last day of the
Fiscal Quarter most recently ended, in the ordinary course of business consistent with past practices in an amount not to exceed
in respect of any Fiscal Year, 40% of Consolidated Net Income for such Fiscal Year (unless the Parent has provided an irrevocable
written notice to the Administrative Agent stating the Parent’s intention not to make any additional dividends with respect
to such Fiscal Year, in which case the Parent may not make any further dividends with respect to such Fiscal Year pursuant to this
Section 6.04(e)(i)) which amounts may be paid in installments, the first, no earlier than December of such Fiscal Year and the
last, no later than the following Fiscal Year or (ii) whether or not in the ordinary course so long as after giving effect thereto,
the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered in accordance
with Section 5.01(c) hereof) shall not be greater than 3.75:1.00;


(f)       the
Parent may make repurchases of Equity Interests deemed to occur upon the exercise of options, warrants, restricted stock units
or similar rights if such Equity Interests represents all or a portion of the exercise price thereof or are deemed to occur in
connection with the satisfaction of any withholding tax obligation incurred relating to the vesting or exercise of such options,
warrants, restricted stock units or similar rights; and


(g)       any
Restricted Payment pursuant to or in connection with the Transactions.


Section 6.05      Restrictions
on Subsidiary Distributions.


Except as provided herein,
create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability
of any Subsidiary of any Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity
Interests owned by such Borrower or any other Subsidiary of any Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary
to any Borrower or any other Subsidiary of any Borrower, (c) make loans or advances to any Borrower or any other Subsidiary of
any Borrower or (d) transfer, lease or license any of its property or assets to any Borrower or any other Subsidiary of any Borrower
other than restrictions existing under or by reason of (i) this Agreement and any other agreement as in effect on the Closing Date;
(ii) the Senior Notes; (iii) the Senior Refinancing Notes, to the extent not more restrictive than the corresponding terms of the
Senior Notes; (iv) the Senior Secured Notes; (v) the EIB Facility; (vi) applicable law, rules, regulations and orders; (vii) any
instrument governing Indebtedness or Equity Interests of a Person acquired by the Parent or any Subsidiary as in effect at the
time of such acquisition, which restriction is not applicable to any Person, or the properties or assets of any Person, other than
the Person, or the property or assets of the Person, so acquired; provided, that in the case of Indebtedness, such Indebtedness
was permitted under Section 6.01(k); (viii) customary non-assignment provisions in contracts, licenses and leases entered into
in the ordinary course of business; (ix) agreements governing Indebtedness permitted by Section 6.01(j) that impose restrictions
on the property purchased or leased; (x) any agreement for the sale or other disposition of a Subsidiary or all or substantially
all of its assets that restricts distributions of assets by, or Equity Interests of, that Subsidiary pending its sale or other
distribution; (xi) any Permitted Refinancing; provided, that the restrictions contained in the agreements governing such
Permitted Refinancing are not materially more restrictive, taken as a whole, than those contained in the agreements governing the
Indebtedness being refinanced; (xii) Liens permitted to be incurred under Section 6.02 that limit the right of the debtor to dispose
of the assets subject to such Liens; (xiii) restrictions on cash or other deposits or




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net worth imposed by customers (including governmental
entities) under contracts entered into in the ordinary course of business; (xiv) provisions limiting the disposition or distribution
of assets of property in joint venture agreements, sale and leaseback transactions, stock sale agreements and agreements governing
Asset Disposition, and other similar agreements entered into in the ordinary course of business or with the approval of the Parent’s
Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (xv) any encumbrance
or restriction on any Group Member’s ability to transfer its interest in any Investment not prohibited by Section 6.06 hereof;
(xvi) customary restrictions imposed on the transfer of, or in licenses related to, copyrights, patents or other intellectual property
and contained in agreements entered into in the ordinary course of business; (xvii) any other agreement governing Indebtedness
or Disqualified Equity Interests entered into after the Closing Date and permitted under this Agreement that contains encumbrances
and restrictions that are not more restrictive, taken as a whole, than those contained in the Loan Documents; (xviii) restrictions
created in connection with any Qualified Securitization Financing that, in the good faith determination of the Board of Directors
of the Parent, are necessary or advisable to effect such Qualified Securitization Financing and (xix) agreements pursuant to any
tax sharing arrangement between the Parent and any one or more of its direct or indirect Subsidiaries.


Section
6.06      Investments. Directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:


(a)       Investments
in cash and Cash Equivalents and Investments that were Cash Equivalents when made;


(b)       equity
Investments owned as of the Closing Date in any Subsidiary and Investments made after the Closing Date in any Borrower or any Wholly-Owned
Subsidiary Guarantor, including any entity that becomes a Wholly-Owned Subsidiary Guarantor prior to the making of such Investment;
provided, that this clause (b) shall not apply to Investments constituting Permitted Acquisitions;


(c)       deposits,
prepayments and other credits to suppliers in the ordinary course of business consistent with the past practices of the Group;


(d)       (i)
Investments made by the Parent, any Borrower or a Subsidiary in the Parent, any Borrower or any other Subsidiary (including through
intercompany loans); provided, that with respect to any such Investment, the Borrowers shall have complied with the requirements
of clauses (a), (b), (d), (e) and (f)(A) set forth in the definition of “Permitted Acquisitions” (treating any reference
therein to an “acquisition” (or similar term) as a reference to such Investment) and (ii) Investments in Joint Ventures;
provided, that (x) after giving effect to any such Investment under this clause (ii), (I) the Leverage Ratio (determined
for any such period by reference to the most recent Compliance Certificate delivered in accordance with Section 5.01(c) hereof)
shall not be greater than 4.00:1.00 as of the last day of the most recently ended fiscal quarter calculated on a pro forma basis
after giving effect to such Investment plus an additional amount not to exceed $500,000,000 (“Additional JV Investments
Basket”), with respect to which the amount of such Investment shall be reduced by any amounts received in cash by the
Loan Parties in respect of the sale, transfer or other disposition of Investments in Joint Ventures made pursuant to the Additional




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JV Investments Basket and (II) no Default or Event of Default shall
have occurred and be continuing and (y) such Joint Venture is in the same line of business as the Group;


(e)       Consolidated
Capital Expenditures with respect to the Loan Parties;


(f)       loans
and advances to employees, consultants or directors of the Group made in the ordinary course of business in an aggregate principal
amount not to exceed $10,000,000;


(g)       the
Permitted Acquisitions permitted pursuant to Section 6.08;


(h)       Investments
in existence on, or pursuant to legally binding written commitments in existence on, the Closing Date as described in Schedule
6.06 and, in each case, any extensions or renewals thereof so long as the amount of any Investment made pursuant to this clause
(h) is not increased at any time above the amount of such investment set forth on Schedule 6.06;


(i)       Hedge
Agreements entered into for purposes other than speculative purposes;


(j)       accounts,
chattel paper and notes receivable arising from the sale or lease of goods or the performance of services in the ordinary course
of business;


(k)       Investments
received in the ordinary course of business by any Group Member in connection with the bankruptcy or reorganization of suppliers
and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary
course of business;


(l)       promissory
notes and other non-cash consideration received in connection with Asset Dispositions permitted by Section 6.08;


(m)       Investments
representing amounts held for employees of the Parent and the Subsidiaries under Employee Benefit Plans or related trusts;


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


(o)       Investments
of a Subsidiary acquired after the Closing Date or of a corporation merged or amalgamated or consolidated into a Borrower or merged,
amalgamated or consolidated with a Subsidiary in accordance with Section 6.08 after the Closing Date to the extent that such Investments
were not made in contemplation of or in connection with such acquisition, merger or consolidation;


(p)       other
Investments in an aggregate amount not to exceed $500,000,000 during the term of this Agreement;




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(q)       Investment
in the Shanghai RAAS Equity Interests in connection with the Shanghai RAAS Transaction; and


(r)       Investments
by the Parent in the Equity Interests of Shanghai RAAS in exchange for all or any portion of GDS Retained Equity so long as the
consideration received for such GDS Retained Equity shall be in an amount at least equal to the fair market value thereof as determined
by the Parent in good faith.


Notwithstanding
the foregoing, in no event shall any Loan Party make any Investment which results in or facilitates in any manner any Restricted
Payment not otherwise permitted under the terms of Section 6.04.


Section 6.07      Financial
Covenant. Solely for the benefit of the Revolving Lenders, if on the last day of any Fiscal Quarter (commencing with the Fiscal
Quarter ending March 31, 2020), the Dollar Equivalent of the aggregate outstanding principal amount of the Revolving Loans is
greater than 40% of the aggregate Revolving Exposure of all Lenders as of such time, permit the Leverage Ratio, as of the last
day of such Fiscal Quarter, to exceed 7.00:1.00.


Section 6.08      Fundamental
Changes; Disposition of Assets; Acquisitions. (i) Enter into any transaction of merger or consolidation, or liquidate, wind-up
or dissolve itself (or suffer any liquidation or dissolution) (including, in each case, pursuant to a Division), (ii) convey,
sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions (including
(x) any sale leaseback transaction and any sale or issuance of Equity Interests in a Restricted Subsidiary (y) pursuant to a Division),
all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible
or intangible, whether now owned or hereafter acquired, leased or licensed, (iii) acquire by purchase or otherwise (other than
purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course
of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any
division or line of business or other business unit of any Person or (iv) directly or indirectly sell, assign, pledge or otherwise
dispose of any Equity Interests of any of their respective Subsidiaries, provided, that:


(a)       any
Subsidiary of any Borrower may be merged with or into such Borrower or any Wholly-Owned Subsidiary Guarantor, or be liquidated,
wound up or dissolved, or all or any part of its business, assets or property may be conveyed, sold, leased, transferred or otherwise
disposed of, in one transaction or a series of transactions, to any Borrower or any Wholly-Owned Subsidiary Guarantor; provided further,
that in the case of such a merger, such Borrower or such Wholly-Owned Subsidiary Guarantor, as applicable shall be the continuing
or surviving Person;


(b)       any
Subsidiary of any Borrower may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to such Borrower or
any Wholly-Owned Subsidiary Guarantor;


(c)       sales
or other dispositions of assets that do not constitute Asset Dispositions shall be permitted;


(d)       Asset
Dispositions; provided, that (i) the consideration received for such assets shall be in an amount at least equal to the
fair market value thereof (determined in good faith by the Board of Directors of the Parent), (ii) no less than 75.0% thereof shall
be paid in cash or






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Cash Equivalents; provided, that (A)
any liabilities of the Parent and its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations,
that are assumed by the transferee with respect to the applicable Asset Disposition and for which the Parent and its Subsidiaries
shall have been validly released by all applicable creditors in writing, (B) any securities received by the Parent or its Subsidiaries
from such transferee shall be converted by Parent or such Subsidiary into cash (to the extent of the cash received) within 180
days following the closing of the applicable Asset Disposition and (C) any Designated Non-Cash Consideration received in respect
of such Asset Disposition having an aggregate fair market value as determined by the Parent in good faith, taken together with
all other Designated Non-Cash Consideration received pursuant to the clause (C) that is then outstanding, shall not exceed $200,000,000,
with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving
effect to subsequent changes in value, shall be deemed for purposes of this clause (d) to be cash, (iii) the Net Cash Proceeds
thereof shall be applied as required by Section 2.14(a) and (iv) no Event of Default shall have occurred and be continuing or shall
be caused thereby;


(e)       If
no Event of Default shall have occurred and be continuing or shall be caused thereby, (i) Receivables Sales and (ii) sales or discounts
of accounts receivable, in each case with respect to this clause (ii) without recourse and in the ordinary course of business which
are overdue or which a Group Member may reasonably determine are difficult to collect, but in each case only in connection with
the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of
receivables);


(f)       any
Group Member may enter into licenses or sublicenses of, or other arrangements involving the grant of rights in or to, Intellectual
Property, including but not limited to Software, Trademarks, Patents, Copyrights and other Intellectual Property and general intangibles
in the ordinary course of business, which could not reasonably be expected to have a Material Adverse Effect, or as otherwise
permitted under Section 6.02(k);


(g)       any
sale or disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing
shall be permitted;


(h)       without
limiting the application of any other provision of Article II or this Article VI, dispositions of cash and Cash Equivalents shall
be permitted;


(i)       the
Permitted Acquisitions shall be permitted;


(j)       Investments
made in accordance with Section 6.06 shall be permitted; and


(k)       disposition
of the GDS Contributed Equity in exchange for the Shanghai RAAS Equity Interests in connection with the Shanghai RAAS Transaction.


Section 6.09      Transactions
with Shareholders and Affiliates. Directly or indirectly, enter into or permit to exist any transaction (including the purchase,
sale, lease or exchange of any property, the rendering of any service or the payment of any management, advisory or similar fees)
with any Affiliate of any Group Member on terms that are less favorable to such Group Member than those that might be obtained
in a comparable arm’s length transaction at the time from a Person who is not such a holder or Affiliate; provided,
that the foregoing restriction shall not apply to (a) any transaction between the Parent and any Wholly-Owned Subsidiary Guarantor;




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(b) reasonable and customary fees paid to members
of the Board of Directors (or similar governing body) of any Group Member; (c) compensation arrangements for officers and other
employees of any Group Member entered into in the ordinary course of business; (d) any Restricted Payment permitted by Section
6.04; (e) loans and advances to employees and directors permitted under Section 6.06(f) and (f) transactions solely among Restricted
Subsidiaries that are not Loan Parties.


Section 6.10      Conduct
of Business. From and after the Closing Date, engage in any business (either directly or through a Subsidiary) other than
the businesses engaged in by such Loan Party on the Closing Date and any business reasonably similar, related, complementary or
ancillary thereto.


Section 6.11      Amendments
or Waivers of Organizational Documents and Certain Other Documents. Agree to (a) any material amendment, restatement, supplement
or other modification to or waiver of any of its Organizational Documents which would be adverse as to any Secured Party or (b)
any amendment, restatement, supplement, waiver or other modification changing the terms of the Senior Notes, the Senior Refinancing
Notes or the Senior Secured Notes, or make any payment consistent with an amendment, restatement, supplement, waiver or other
modification thereto, if the effect of such amendment, restatement, supplement, waiver or other modification is to increase the
interest rate on the Senior Notes, the Senior Refinancing Notes or the Senior Secured Notes, change (to earlier dates) any dates
upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default
with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto) or change
the redemption, prepayment or defeasance provisions of such Senior Notes, the Senior Refinancing Notes or the Senior Secured Notes,
or if the effect of such amendment, restatement, supplement, waiver or other modification, together with all other amendments,
restatements, supplements, waivers and other modifications made, is to increase materially the obligations of the obligor thereunder
or to confer any additional rights on the holders of such Senior Notes, the Senior Refinancing Notes or the Senior Secured Notes
(or a trustee or other representative on their behalf) which would be adverse to any Loan Party or Lenders.


Section 6.12      Fiscal Year. Change
its Fiscal Year-end from December 31 of each calendar year or change its method of determining Fiscal Quarters.


Section 6.13      Centre of
Main Interests and Establishments. If such Loan Party’s jurisdiction is in a member state of the European Union, deliberately
change its “centre of main interest” (as that term is used in the Regulation) in a manner that could reasonably be
expected to result in a Material Adverse Effect.


Section 6.14      Financial
Assistance. Fail to comply, where applicable, in all respects with any financial assistance legislation in any Relevant Jurisdiction
(including without limitation under Section 82 and Section 239 of the Irish Companies Act 2014 (as amended)), including as related
to execution of the Security Documents and payment of amounts due under this Agreement.


Section 6.15      Anti-Corruption Laws; Sanctions.


(a)       Use,
directly or, to the knowledge (after due inquiry), of the Loan Parties, indirectly, any part of any proceeds of the Loans or lend,
contribute, or otherwise make available




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such proceeds: (i) in furtherance of an offer,
payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value,
directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned
or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of
any of the foregoing, or any political party or party official or candidate for political office) in any manner that would constitute
or give rise to a violation of applicable Anti-Corruption Laws; (ii) to fund any activities or business of, with or involving any
Sanctioned Person; or (iii) in any manner that would constitute or give rise to a violation of Sanctions by any Person, including
any Lender.


(b)       The
undertakings in this Section 6.15 shall in no event be interpreted or applied to the extent that the obligations under this Section
6.15 would violate or expose any EU Lender or any of its Affiliates to any liability under any anti-boycott or blocking law, regulation
or statute that is in force from time to time and applicable to such entity (including, without limitation any Anti-Boycott Statute).
For purposes of calculating Required Lenders in connection with any amendment, waiver, determination or direction relating to
any part of this Section 6.15 of which a EU Lender does not have the benefit, such EU Lender shall be deemed not to be a “Lender”
hereunder.


ARTICLE VII. 

GUARANTY


Section 7.01      Guaranty
of the Obligations. Each Guarantor jointly and severally hereby irrevocably and unconditionally guaranties to the Administrative
Agent for the ratable benefit of the Secured Parties the due and punctual payment in full of all Obligations of the Borrowers
(other than, in the case of the U.S. Borrower, any Guarantor that is a Controlled Foreign Corporation) when the same shall become
due and payable, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including
amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C.
 § 362(a)) (the “Guaranteed Obligations”).


Section
7.02      Contribution by Guarantors.The Guarantors (respectively, the “Contributing Guarantors”) desire
to allocate among themselves, in a fair and equitable manner, the Guaranteed Obligations, respectively, arising under this Guaranty.
Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”)
under this Guaranty such that its Aggregate Payments exceed its Fair Share as of such date, such Funding Guarantor shall be entitled
to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s
Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing
Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect
to such Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors
multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty
in respect of the Guaranteed Obligations. “Fair Share Contribution Amount” means, with respect to a Contributing
Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under
this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance






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under Section 548 of Title 11 of the Bankruptcy
Code or any comparable applicable provisions of any Debtor Relief Law; provided, that solely for purposes of calculating
the Fair Share Contribution Amount with respect to any Contributing Guarantor for purposes of this Section 7.02, any assets or
liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or
any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor.
 “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount
equal to (A) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor
in respect of this Guaranty (including in respect of this Section 7.02), minus (B) the aggregate amount of all payments received
on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section
7.02. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution
is made by the applicable Funding Guarantor. The allocation among the Contributing Guarantors of their obligations as set forth
in this Section 7.02 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor
is a third party beneficiary to the contribution agreement set forth in this Section 7.02.


Section 7.03      Payment
by Guarantors. The Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of
any other right which any Secured Party may have at law or in equity against any Guarantor by virtue hereof, that upon the failure
of any Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by
required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation
of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a) or any comparable provision of any
other Debtor Relief Law), the Guarantors shall upon demand pay, or cause to be paid, in cash, to the Administrative Agent for
the ratable benefit of the Secured Parties, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations
then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for any Borrower’s
becoming the subject of a case under the Bankruptcy Code or any other Debtor Relief Law, would have accrued on such Guaranteed
Obligations, whether or not a claim is allowed against such Borrower for such interest in the related bankruptcy case or analogous
proceeding under any Debtor Relief Law) and all other Guaranteed Obligations then owed to the Secured Parties as aforesaid.


Section 7.04      Liability
of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional
and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a Guarantor or surety other
than payment in full of the applicable Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality
thereof, each Guarantor agrees as follows:


(a)       this
Guaranty is a guaranty of payment when due and not of collectability. This Guaranty is a primary obligation of each Guarantor and
not merely a contract of surety;


(b)       the
Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any
dispute between any Borrower and any Secured Party with respect to the existence of such Event of Default;




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(c)       the
obligations of each Guarantor hereunder are independent of the obligations of each Borrower and the obligations of any other Guarantor
(including any other Guarantor) of the obligations of each Borrower, and a separate action or actions may be brought and prosecuted
against such Guarantor whether or not any action is brought against such Borrower or any of such other Guarantors and whether or
not such Borrower is joined in any such action or actions;


(d)       payment
by any Guarantor of a portion, but not all, of the applicable Guaranteed Obligations shall in no way limit, affect, modify or abridge
any Guarantor’s liability for any portion of the applicable Guaranteed Obligations which has not been paid. Without limiting
the generality of the foregoing, if the Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s
covenant to pay a portion of the applicable Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor
from its covenant to pay the portion of the applicable Guaranteed Obligations that is not the subject of such suit, and such judgment
shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability
hereunder in respect of the applicable Guaranteed Obligations;


(e)       any
Secured Party, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability
hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder,
from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner
or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer
of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate
the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations
and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute,
compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the
Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any
other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for
the benefit of such Secured Party in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof,
or exercise any other right or remedy that such Secured Party may have against any such security, in each case as such Secured
Party in its discretion may determine consistent herewith, the applicable Hedge Agreement, Cash Management Agreement or Treasury
Transaction and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial
or nonjudicial sales and even though such action operates to impair or extinguish any right of reimbursement or subrogation or
other right or remedy of any Guarantor against any Borrower or any security for the Guaranteed Obligations; and (vi) exercise any
other rights available to it under the Loan Documents or any Hedge Agreements, Cash Management Agreements or Treasury Transactions;
and


(f)       this
Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction,
limitation, impairment, discharge or termination for any reason (other than payment in full of the applicable Guaranteed Obligations),
including the occurrence of any of the following, whether or not any Guarantor shall have had




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notice or knowledge of any of them: (i) any
failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order
of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy
(whether arising under the Loan Documents, any Hedge Agreements, any Cash Management Agreements or any Treasury Transactions, at
law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any
other guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification
of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof,
any of the other Loan Documents, any of the Hedge Agreements, Cash Management Agreements or Treasury Transactions or any agreement
or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether
or not in accordance with the terms hereof or such Loan Document, such Hedge Agreement, such Cash Management Agreement, such Treasury
Transaction or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating
thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received
from any source (other than payments received pursuant to the other Loan Documents, any of the Hedge Agreements, any of the Cash
Management Agreements, any Treasury Transaction or from the proceeds of any security for the Guaranteed Obligations, except to
the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness
other than the Guaranteed Obligations, even though any Secured Party might have elected to apply such payment to any part or all
of the Guaranteed Obligations; (v) any Secured Party’s consent to the change, reorganization or termination of the corporate
structure or existence of any Group Member and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure
to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii)
any defenses, set-offs or counterclaims which any Borrower may allege or assert against any Secured Party in respect of the Guaranteed
Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord
and satisfaction and usury; (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might
in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations; and (ix)
any action that the Lenders may take in relation to the approval of a composition of creditors (convenio) in an insolvency
proceeding of any Spanish Loan Party, including any vote in favor of such composition of creditors.


Section 7.05      Waivers
by Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured
Party, as a condition of payment or performance by such Guarantor, to (i) proceed against any Borrower, any other guarantor (including
any other Guarantor) of the applicable Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security
held from any Borrower, any such other Guarantor or any other Person, (iii) proceed against or have resort to any balance of any
deposit account or credit on the books of any Secured Party in favor of any Borrower or any other Person, or (iv) pursue any other
remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or
any disability or other defense of any Borrower or any other Guarantor including any defense based on or arising out of the lack
of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason
of the cessation of the liability of any Borrower or any other Guarantor from any cause other than payment in full of the applicable
Guaranteed Obligations; (c) any defense based upon




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any statute or rule of law which provides that
the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d)
any defense based upon any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except
behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be
in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the
benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any
rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Secured Party protect,
secure, perfect or insure any security interest or Lien or any property subject thereto; (f) notices, demands, presentments, protests,
notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default
hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification
of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to any Borrower and notices
of any of the matters referred to in Section 7.04 and any right to consent to any thereof; and (g) any defenses or benefits that
may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict
with the terms hereof.


Section 7.06      Guarantors’
Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the
Revolving Commitments shall have terminated, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that
such Guarantor now has or may hereafter have against any applicable Borrower or any other Guarantor or any of its assets in connection
with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or
remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation,
reimbursement or indemnification that such Guarantor now has or may hereafter have against any applicable Borrower with respect
to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party
now has or may hereafter have against any applicable Borrower, and (c) any benefit of, and any right to participate in, any collateral
or security now or hereafter held by any Secured Party. In addition, until the Guaranteed Obligations shall have been indefeasibly
paid in full and the Revolving Commitments shall have terminated, each Guarantor shall withhold exercise of any right of contribution
such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations (including any
such right of contribution as contemplated by Section 7.02). Each Guarantor further agrees that, to the extent the waiver or agreement
to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is
found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or
indemnification such Guarantor may have against any applicable Borrower or against any collateral or security, and any rights
of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinated to any rights any Secured
Party may have against any applicable Borrower, to all right, title and interest any Secured Party may have in any such collateral
or security, and to any right any Secured Party may have against such other guarantor. If any amount shall be paid to any Guarantor
on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all applicable Guaranteed
Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative
Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of the Secured
Parties to be credited and




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applied against the Guaranteed Obligations, whether matured or unmatured,
in accordance with the terms hereof.


Section 7.07      Subordination
of Other Obligations. Any Indebtedness of any Borrower or any Guarantor now or hereafter held by any Guarantor (the “Obligee
Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness collected
or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for the Administrative
Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of the Secured
Parties to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner
the liability of the Obligee Guarantor under any other provision hereof.


Section 7.08      Continuing
Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall
have been paid in full and the Revolving Commitments shall have terminated. Each Guarantor hereby irrevocably waives any right
to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations.


Section
7.09      Authority of Guarantors or the Borrowers. It is not necessary for any Secured Party to inquire into the capacity or
powers of any Guarantor or any Borrower or the officers, directors or any agents acting or purporting to act on behalf of any
of them.


Section 7.10      Financial
Condition of the Borrowers. Any Credit Extension may be made to any Borrower or continued from time to time, and any Hedge
Agreements, Cash Management Agreements and Treasury Transactions may be entered into from time to time, in each case without notice
to or authorization from any Guarantor regardless of the financial or other condition of such Borrower at the time of any such
grant or continuation or at the time such Hedge Agreement is entered into, as the case may be. No Secured Party shall have any
obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition
of any Borrower. Each Guarantor has adequate means to obtain information from any Borrower on a continuing basis concerning the
financial condition of such Borrower and its ability to perform its obligations under the Loan Documents, any Hedge Agreements,
any Cash Management Agreements or any Treasury Transactions, and each Guarantor assumes the responsibility for being and keeping
informed of the financial condition of each Borrower and of all circumstances bearing upon the risk of nonpayment of the Guaranteed
Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Secured Party to disclose any matter, fact
or thing relating to the business, operations or conditions of any Borrower now or hereafter known by any Secured Party.


Section 7.11      Bankruptcy, Etc.


(a)       So
long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of the Administrative
Agent acting pursuant to the instructions of Required Lenders, commence or join with any other Person in commencing any bankruptcy,
receivership, liquidation, reorganization, examinership or insolvency case (or analogous proceeding under any Debtor Relief Law)
or proceeding of or against any Borrower or any other Guarantor. The obligations of the Guarantors hereunder shall not be reduced,
limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding (or analogous




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proceeding under any Debtor Relief Law), voluntary
or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, examinership, liquidation or arrangement of
any Borrower or any other Guarantor or by any defense which any Borrower or any other Guarantor may have by reason of the order,
decree or decision of any court or administrative body resulting from any such proceeding.


(b)       Each
Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement
of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases
to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on
such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed
Obligations because it is the intention of Guarantors and Secured Parties that the Guaranteed Obligations which are guaranteed
by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve any Borrower of
any portion of such Guaranteed Obligations. Guarantors shall permit any trustee in bankruptcy, receiver, debtor in possession,
assignee for the benefit of creditors or similar Person under any Debtor Relief Law to pay the Administrative Agent, or allow the
claim of the Administrative Agent in respect of, any such interest accruing after the date on which such case or proceeding is
commenced.


(c)       In
the event that all or any portion of the Guaranteed Obligations are paid by any Borrower, the obligations of the Guarantors hereunder
shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such
payment(s) is rescinded or recovered directly or indirectly from any Secured Party as a preference, fraudulent preference, fraudulent
disposition, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed
Obligations for all purposes hereunder.


Section 7.12      Discharge
of Guaranty Upon Release or Sale of Guarantor. If all of the Equity Interests of any Guarantor or any of its successors in
interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms
and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically
be discharged and released without any further action by any Secured Party or any other Person effective as of the time of such
Asset Disposition, so long as the guaranty of such Guarantor or such successor in interest, as the case may be is also released
(or does otherwise not provide a guaranty) from guarantying any Material Indebtedness, including the EIB Facility, the Senior
Notes, the Senior Refinancing Notes or the Senior Secured Notes, to which any Group Member is a party. Notwithstanding anything
to the contrary contained herein or any other Loan Document, the Borrowers shall have the right to request the release of any
Guarantor (the “Released Guarantor”) so long as (i) the requirements of Section 5.16 would remain satisfied
after giving effect to such release and, if applicable, any concurrent joinder of one or more additional Guarantors and (ii) the
guaranty of such Guarantor or such successor in interest, as the case may be is also released (or does otherwise not provide a
guaranty) from guarantying any Material Indebtedness, including the EIB Facility, the Senior Notes, the Senior Refinancing Notes
or the Senior Secured Notes, to which any Group Member is a party. In connection with the foregoing, upon written request from
the Borrowers (the “Guarantor Release Request”) and delivery of an updated Compliance Certificate giving pro
forma effect to such release of the




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Released Guarantor and demonstrating compliance
with Section 5.16, (i) such Released Guarantor shall automatically be discharged and released and (ii) all Liens granted by such
Released Guarantor to secure the Obligations under the Loan Documents shall be automatically released and discharged, in each case,
without any further action by any Secured Party or any other Person effective as of the date specified in the Guarantor Release
Request so long as the guaranty of such Guarantor or such successor in interest, as the case may be is also released (or does otherwise
not provide a guaranty) from guarantying any Material Indebtedness, including the EIB Facility, the Senior Notes, the Senior Refinancing
Notes or the Senior Secured Notes, to which any Group Member is a party. The Collateral Agent shall, at the applicable Loan Party’s
expense, execute and deliver or otherwise authorize the filing of such documents as such Loan Party shall reasonably request, in
form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.


Section 7.13      Spanish
Guarantor Limitations. In respect of a Spanish Loan Party, the guarantee under this Article VII does not apply to any liability
to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of Sections
143.2 and 150 of the Spanish Companies Act (Ley de Sociedades de Capital).


Section 7.14      Irish Guarantor
Limitations. In respect of an Irish Loan Party, the guarantee under this Article VII does not apply to any liability to the
extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of Section 82 and/or
Section 239 of the Irish Companies Act 2014 (as amended).


Section 7.15      Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such
funds or other support as may be needed from time to time by any other Loan Party hereunder to honor all of such Loan Party’s
obligations under this Guaranty in respect of Swap Obligations (provided, that each Qualified ECP Guarantor shall only be
liable under this Section 7.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations
under this Section 7.15, or otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law relating
to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor
under this Section 7.15 shall remain in full force and effect until the Guaranteed Obligations shall have been indefeasibly paid
in full and the Revolving Commitments shall have terminated. Each Qualified ECP Guarantor intends that this Section 7.15 constitute,
and this Section 7.15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each
other Loan Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


ARTICLE VIII.


EVENTS OF DEFAULT


Section 8.01      Events of Default. If any one or more of
the following conditions or events occur on or after the Closing Date:


(a)       Failure
to Make Payments When Due. Failure by any Borrower to pay (i) when due any installment of principal of any Loan, whether
at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; or (ii) any
interest on




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any Loan or any fee or any other amount due hereunder within five
(5) Business Days after the date due; or


(b)       Default
Under Other Agreements. (i) Failure of any Loan Party or any of their respective Subsidiaries to pay when due any principal
of or interest on or any other amount, including any payment in settlement, payable in respect of one or more items of Material
Indebtedness (other than Material Indebtedness referred to in Section 8.01(a)) in an individual principal amount (or Net Mark-to-Market
Exposure), in each case beyond the grace period, if any, provided therefor; (ii) breach or default by any Loan Party with respect
to any other material term of (A) one or more items of Material Indebtedness in the individual or aggregate principal amounts (or
Net Mark-to-Market Exposure) referred to in clause (i) above or (B) any loan agreement, mortgage, indenture or other agreement
relating to such item(s) of Material Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect
of such breach or default is to cause, or to permit the holder or holders of that Material Indebtedness (or a trustee on behalf
of such holder or holders), to cause, that Material Indebtedness to become or be declared due and payable (or redeemable) prior
to its stated maturity or the stated maturity of any underlying obligation, as the case may be or (iii) breach or default by any
Loan Party with respect to any material term of the EIB Facility, in each case beyond the grace period, if any, provided therefor,
if the effect of such breach or default is to cause the EIB Facility to become due and payable (whether as a result of acceleration
thereof or otherwise) or if the EIB is otherwise permitted to exercise remedies against its collateral at such time; or


(c)       Breach
of Certain Covenants. Failure of any Loan Party to perform or comply with any term or condition contained in Section 2.06,
Sections 5.01(a), 5.01(b), 5.01(c), and 5.01(e), Section 5.02 (solely as to the existence of any Borrower), Section 5.16, 5.20
or Article VI (and (x) solely in respect of Section 5.20, such default shall continue unremedied for a period of five Business
Days and (y) solely in respect of Section 5.16, such default shall continue unremedied for a period of 10 days); provided,
that notwithstanding anything set forth herein, a breach of the Financial Covenant under Section 6.07 shall not constitute an Event
of Default under Section 8.01(b) or this Section 8.01(c) with respect to the Term Loans unless and until the Required Revolving
Lenders shall have terminated the Revolving Commitments or accelerated any Revolving Loans and declared such Revolving Loans due
and payable in accordance with this Section 8.01 (which Event of Default shall terminate automatically and immediately upon the
Required Revolving Lenders’ rescinding such acceleration and/or waiving such Event of Default in accordance with the terms
hereof); or


(d)       Breach
of Representations, Etc. (i) any representation or warranty in Article IV shall be inaccurate in any material respect (provided,
that if such inaccuracy is capable of being cured, such inaccuracy will not be an Event of Default hereunder if within thirty (30)
days of the Closing Date, reasonable steps are being taken to remedy such inaccuracy and such inaccuracy is actually remedied within
such period) or (ii) any representation, warranty, certification or other statement made or deemed made by any Loan Party in any
Loan Document or in any statement or certificate at any time given by any Loan Party or any of its Subsidiaries in writing pursuant
hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made
or, to the extent that any such representation, warranty, certification or other statement is already qualified by materiality
or material adverse effect, such representation, warranty, certification or other statement shall be false in any respect




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as of the date made or deemed made (provided,
that that if such inaccuracy is capable of being cured, such inaccuracy will not be an Event of Default hereunder if within thirty
(30) days of the Closing Date, reasonable steps are being taken to remedy such inaccuracy and such inaccuracy is actually remedied
within such period); or


(e)       Other
Defaults Under Loan Documents. Any Loan Party shall default in the performance of or compliance with any term contained herein
or any of the other Loan Documents, other than any such term referred to in any other paragraph of this Section 8.01, and such
default shall not have been remedied or waived within thirty (30) days after the earlier of (i) an officer of such Loan Party becoming
aware of such default or (ii) receipt by the Borrower Representative of notice from the Administrative Agent or any Lender of such
default; or


(f)       Involuntary
Bankruptcy, Appointment of Receiver, Creditor’s Process, Etc. (i) A court of competent jurisdiction shall enter a decree,
judgment or order for relief in respect of the Parent, any Borrower or any Significant Subsidiary in an involuntary case (or analogous
proceeding under any Debtor Relief Law) under the Bankruptcy Code or under any other Debtor Relief Law now or hereafter in effect,
which decree, judgment or order is not stayed; or any other similar relief shall be granted under any applicable federal or state
law; or (ii) an involuntary case (or analogous proceeding under any Debtor Relief Law) shall be commenced against any the Parent,
Borrower or any Significant Subsidiary under the Bankruptcy Code or under any other applicable Debtor Relief Law now or hereafter
in effect; or a decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator,
sequestrator, trustee, examiner, liquidator, conservator, custodian or other officer having similar powers over the Parent, any
Borrower or any Significant Subsidiary, or over all or a substantial part of its property, shall have been entered; or (iii) there
shall have occurred the involuntary appointment of an interim receiver, trustee, examiner, liquidator, conservator or other custodian
of the Parent, any Borrower or any Significant Subsidiary for all or a substantial part of its property; or a warrant of or order
for attachment, execution or similar process shall have been issued against any substantial part of the property of the Parent,
any Borrower or any Significant Subsidiary and any such event described in this clause (iii) shall continue for sixty (60) days
without having been dismissed, bonded or discharged; (iv) any expropriation, attachment, sequestration, distress or execution or
any analogous process in any jurisdiction affects any asset or assets of a Significant Subsidiary exceeding an aggregate value
of $300,000,000 (or its equivalent) unless such process is either being contested in good faith and/or proven to be frivolous or
vexatious and is discharged within twenty (20) Business Days after commencement; or (v) the Spanish Borrower is subject to a filing
from pre-insolvency under Section 5bis of the Spanish Insolvency Law; provided, in each case, that notwithstanding
the foregoing clauses (i)-(iv), if such Loan Party is a Guarantor whose guaranty is not required for the Borrowers to be in compliance
with Section 5.16, no Event of Default shall arise under this clause (f) as a result of the involuntary bankruptcy (or other analogous
events described in this clause (f)) of such Loan Party; or


(g)       Voluntary
Bankruptcy; Appointment of Receiver, Etc. (i) The Parent, any Borrower or any Significant Subsidiary shall have an order for
relief entered with respect to it or shall commence a voluntary case (or analogous proceeding under any Debtor Relief Law) under
the Bankruptcy Code or under any other Debtor Relief Law now or hereafter in effect, or shall consent to the entry of an order
for relief in an involuntary case (or analogous proceeding under any Debtor Relief Law), or to the conversion of an involuntary
case to a voluntary case (or




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analogous proceeding under any Debtor Relief
Law), under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee, examiner, liquidator,
conservator or other custodian for all or a substantial part of its property; or the Parent, any Borrower or any Significant Subsidiary
shall make any assignment for the benefit of creditors; or (ii) the Parent, any Borrower or any Significant Subsidiary shall be
unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the Board
of Directors (or similar governing body) or shareholders of the Parent, any Borrower or any Significant Subsidiary, or any committee
thereof shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section
8.01(f); provided, that notwithstanding the foregoing, if such Loan Party is a Guarantor whose guaranty is not required
for the Borrowers to be in compliance with Section 5.16, no Event of Default shall arise under this clause (g) as a result of the
filing of bankruptcy (or other analogous events described in this clause (g)) of such Loan Party; or


(h)       Judgments
and Attachments. Any money judgment, writ or warrant of attachment or similar process involving an amount in excess of $300,000,000
individually or in the aggregate at any time (to the extent not adequately covered by insurance as to which a solvent and unaffiliated
insurance company has acknowledged coverage) shall be entered or filed against any Loan Party or any of its Subsidiaries or any
of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days (or in
any event later than five (5) days prior to the date of any proposed sale thereunder); or


(i)       Unlawfulness
and Invalidity. (i) It is or becomes unlawful for any Loan Party to perform any of its material obligations under the Loan
Documents or any Security Document, or any Security Document ceases to be effective, (ii) any material obligation or obligations
of any Loan Party under any of the Loan Documents are not or cease to be legal, valid, binding or enforceable and the cessation
individually or cumulatively materially and adversely affects the interests of the Lenders under the Loan Documents, or (iii) any
material Loan Document ceases to be in full force and effect or any Security Document ceases to be legal, valid, binding, enforceable
or effective or is alleged by a party to it to be ineffective; or


(j)       Dissolution.
Any order, judgment or decree shall be entered against any Borrower or any Significant Subsidiary ordering or decreeing the dissolution
or split up of such Borrower or Significant Subsidiary, as the case may be, and such order shall remain undischarged or unstayed
for a period in excess of sixty (60) days; provided, that notwithstanding the foregoing, if such Loan Party is a Guarantor
whose guaranty is not required for the Borrowers to be in compliance with Section 5.16, no Event of Default shall arise under this
clause (j) as a result of the dissolution or split up of such Person; or


(k)       Employee
Benefit Plans. There shall occur one or more ERISA Events which individually or in the aggregate results in or would reasonably
be expected to result in a Material Adverse Effect; or


(l)       Guaranties,
Security Documents and other Loan Documents. At any time after the execution and delivery thereof, (i) the Guaranty for any
reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance
with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations






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thereunder, (ii) this Agreement or any Security
Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof
or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof) or shall be declared null and void,
or the Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral purported to be covered
by the Security Documents with the priority required by the relevant Security Document, in each case for any reason other than
the failure of the Collateral Agent or any Secured Party to take any action within its control, or (iii) any Loan Party shall contest
the validity or enforceability of any Loan Document in writing or deny in writing that it has any further liability, including
with respect to future advances by Lenders, under any Loan Document to which it is a party or shall contest the validity or perfection
of any Lien in any Collateral purported to be covered by the Security Documents; or


(m)       Cessation
of Business. Any Borrower or any Significant Subsidiary suspends or ceases to carry on (or threatens to suspend or cease to
carry on) all or a material part of its business (other than as a result of a disposal of assets or merger permitted under this
Agreement); or


(n)       Material
Adverse Effect. There occurs any event, circumstance or change that has caused or evidences, either in any case or in the aggregate,
a Material Adverse Effect on the Group,


THEN, (a) upon the occurrence of any
Event of Default described in Section 8.01(f) or 8.01(g) with respect to any Group Member organized under the laws of a state of
the United States, automatically, and (b) upon the occurrence and during the continuance of any other Event of Default, at the
request of (or with the consent of) Required Lenders, (i) the Revolving Commitments, if any, of each Lender having such Revolving
Commitments and the obligation to make loans under any Ancillary Facility shall immediately terminate; (ii) each of the following
shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind,
all of which are hereby expressly waived by each Loan Party: (A) the unpaid principal amount of and accrued interest on the Loans,
(B) all amounts due under any Ancillary Facility and (C) all other Obligations; (iii) the Administrative Agent may (or in the case
of clause (b), shall, at the written request of the Required Lenders) cause the Collateral Agent to enforce any and all Liens and
security interests created pursuant to Security Documents; and (iv) the Administrative Agent and the Collateral Agent may exercise
on behalf of themselves, the Lenders and the other Secured Parties all rights and remedies available to the Administrative Agent,
the Collateral Agent and the Lenders under the Loan Documents or under applicable law or in equity.





ARTICLE IX.

AGENTS


Section 9.01      Appointment
of Agents. Bank of America, N.A. is hereby appointed the Administrative Agent hereunder and under the other Loan Documents
and each Lender hereby authorizes Bank of America, N.A. to act as the Administrative Agent in accordance with the terms hereof
and the other Loan Documents. The Administrative Agent hereby agrees to act in its capacity as such upon the express conditions
contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided
herein) are solely




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for the benefit of the Administrative Agent
and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX
(other than as expressly provided herein). In performing its functions and duties hereunder, the Administrative Agent shall act
solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship
of agency or trust with or for any Group Member. Notwithstanding any other provision of this Agreement or any provision of any
other Loan Document, each of the Arrangers and the Bookrunners are named as such for recognition purposes only, and in their respective
capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document;
it being understood and agreed that each of the Arrangers and the Bookrunners shall be entitled to all indemnification and reimbursement
rights in favor of the Administrative Agent provided herein and in the other Loan Documents and all of the other benefits of this
Article IX.


Section 9.02      Powers and
Duties. Each Lender irrevocably authorizes each Agent (i) to take such action on such Lender’s behalf and to exercise
such powers, rights and remedies hereunder and under the other Loan Documents as are specifically delegated or granted to such
Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto and
(ii) to enter into any and all of the Security Documents together with such other documents as shall be necessary to give effect
to the Collateral contemplated by the Security Documents, on its behalf. In the event that any obligations (other than the Obligations)
are permitted to be incurred hereunder and secured by Liens permitted to be incurred hereunder on all or a portion of the Collateral,
each Lender authorizes the Administrative Agent to enter into intercreditor agreements, subordination agreements and amendments
to the Security Documents to reflect such arrangements on terms acceptable to the Administrative Agent. Each Agent shall have
only those duties and responsibilities that are expressly specified herein and the other Loan Documents. Each Agent may exercise
such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent or Arranger shall have,
by reason hereof or any of the other Loan Documents, a fiduciary relationship or other implied duties in respect of any Lender,
any Loan Party or any other Person regardless of whether a Default has occurred and is continuing; and nothing herein or any of
the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations
in respect hereof or any of the other Loan Documents except as expressly set forth herein or therein. Without limiting the generality
of the foregoing sentence, the use of the term “agent” in this Agreement and in the other Loan Documents with reference
to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under the agency doctrine
of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties. Anything herein to the contrary notwithstanding, none
of the Arrangers, Bookrunners, Agents or any other person listed on the cover page hereof, shall have any powers, duties or responsibilities
under this Agreement or any of the other Loan Documents except in its capacity as applicable, as the Administrative Agent, Collateral
Agent or a Lender hereunder.


Section 9.03      General Immunity.


(a)       No
Responsibility for Certain Matters. No Agent or Arranger shall be responsible for or have any duty to ascertain or inquire
into the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan




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Document or any other agreement, instrument
or document, or for the creation, perfection or priority of any Lien purported to be created by the Security Documents, or for
any representations, warranties, recitals or statements made herein or therein or in connection with this Agreement or any other
Loan Document or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates
or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Loan Party or to any Agent or Lender
in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs
of any Loan Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or
inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any
of the Loan Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of
Default or Default or as to the value or sufficiency of any Collateral or as to the satisfaction of any condition set forth in
Article III or elsewhere herein (other than confirm receipt of items expressly required to be delivered to such Agent) or the contents
of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith or to inspect
the properties, books or records of any Group Member or to make any disclosures with respect to the foregoing. Anything contained
herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the
amount of outstanding Loans or the component amounts thereof.


(b)       Exculpatory
Provisions. No Agent or Arranger nor any of their officers, partners, directors, employees or agents shall be liable (i) for
any action taken or omitted by any Agent or Arranger under or in connection with any of the Loan Documents, either (A) with the
consent or at the request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing
group of Lenders specified by this Agreement) or (B) in absence of such Agent’s or Arranger’s gross negligence or
willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (ii) for any failure
of any Loan Party to perform its obligations under this Agreement or any other Loan Document. No Agent or Arranger shall have
any duty or responsibility to disclose or be liable for the failure to disclose, to any Lender any credit or other information
concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan
Parties or any of their Affiliates, that is communicated to, obtained or in the possession of, an Agent, Arranger or any of their
Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to the Lenders
by the Administrative Agent herein. Each Agent and Arranger shall be entitled to refrain from any act or the taking of any action
(including the failure to take an action) in connection herewith or any of the other Loan Documents or from the exercise of any
power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions
in respect thereof from Required Lenders (or such other Lenders as may be required to give such instructions under Section 10.05)
and, upon receipt of such instructions from Required Lenders (or such other Lenders, as the case may be), such Agent or Arranger
shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in
accordance with such instructions and shall not be required to take any action that, in its opinion or the opinion of its counsel,
may expose such Agent or Arranger 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. Without prejudice to the
generality of the foregoing,




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(i) each Agent shall be entitled to rely, and
shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and
to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on
opinions and judgments of attorneys (who may be attorneys for a Group Member), accountants, experts and other professional advisors
selected by it; and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting
or (where so instructed) refraining from acting hereunder or any of the other Loan Documents in accordance with the instructions
of Required Lenders (or such other Lenders as may be required to give such instructions under Section 10.05). None of any Agent
or Arranger shall be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance
with the provisions hereof relating to Disqualified Companies. Without limiting the generality of the foregoing, none of any Agent
or Arranger shall (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender
or participant is a Disqualified Company or (y) have any liability with respect to or arising out of any assignment or participation
of Loans, or disclosure of confidential information, to any Disqualified Company.


(c)       Delegation
of Duties. Each of the Administrative Agent and the Collateral Agent may perform any and all of its duties and exercise its
rights and powers under this Agreement or under any other Loan Document by or through any one or more sub-agents appointed by it
and to grant an exemption from any restrictions to any sub-delegate. Each of the Administrative Agent, the Collateral Agent and
any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates.
The exculpatory, indemnification and other provisions of this Section 9.03 and of Section 9.06 shall apply to any of the Affiliates
of the Administrative Agent or the Collateral 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 the Administrative Agent or Collateral Agent, as applicable.
All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Section 9.03 and
of Section 9.06 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective
activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary,
with respect to each sub-agent appointed by the Administrative Agent or the Collateral Agent, (i) such sub-agent shall be a third
party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and
rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent
right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly,
without the consent or joinder of any other Person, against any or all of Loan Parties and the Lenders, (ii) such rights, benefits
and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent
of such sub-agent and (iii) such sub-agent shall only have obligations to the Administrative Agent and not to any Loan Party, Lender
or any other Person and no Loan Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party
beneficiary or otherwise, against such sub-agent.


(d)       Notice
of Default or Event of Default. No Agent shall be deemed to have knowledge of any Default or Event of Default unless and until
written notice describing such Default or Event of Default is given to such Agent by a Loan Party or a Lender. In the event that
the Administrative Agent shall receive such a notice, the Administrative Agent shall give notice




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thereof to the Lenders, provided, that
failure to give such notice shall not result in any liability on the part of the Administrative Agent.


Section 9.04      Agents Entitled
to Act as Lender. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any
duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in the
Loans, each Agent shall have the same rights and powers hereunder in its capacity as a Lender as any other Lender and may exercise
the same as if it were not performing the duties and functions delegated to it hereunder, and the term “Lender” shall,
unless the context clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may
accept deposits from, lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory
or other business with any Borrower or any of its Affiliates as if it were not performing the duties specified herein, and may
accept fees and other consideration from any Borrower for services in connection herewith and otherwise without having to account
for the same to Lenders. The Lenders acknowledge that pursuant to such activities, the Agents or their Affiliates may receive
information regarding any Loan Party or any Affiliate of any Loan Party (including information that may be subject to confidentiality
obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Agents and their Affiliates shall be under
no obligation to provide such information to them.


Section 9.05      Lenders’ Representations,
Warranties and Acknowledgment.


(a)       Each
Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the
Group in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness
of the Group. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation
or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto,
whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any
responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.


(b)       Each
Lender, by delivering its signature page to this Agreement, an Assignment Agreement and funding its Tranche B Term Loan and/or
Revolving Loans on the Closing Date, the Closing Date or by funding any Incremental Term Loans or Incremental Revolving Loans,
as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each
other document required to be approved by any Agent, Required Lenders or Lenders, as applicable on the Closing Date or as of the
date of funding of such Loans.


Section 9.06      Right to
Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent to the extent that such
Agent shall not have been reimbursed by any Loan Party (and without limiting its obligation to do so), for and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and
disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such
Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or




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otherwise in its capacity as Agent in any way
relating to or arising out of this Agreement or the other Loan Documents; provided, that no Lender shall be liable for
any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of
a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent,
be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified
against until such additional indemnity is furnished; provided, that in no event shall this sentence require any Lender
to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement
in excess of such Lender’s Pro Rata Share thereof; and provided, further, that this sentence shall not be deemed
to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit,
cost, expense or disbursement described in the proviso in the immediately preceding sentence.


Section 9.07      Successor Administrative
Agent and Collateral Agent.


(a)       The
Administrative Agent shall have the right to resign at any time by giving prior written notice thereof to the Lenders and the
Borrowers. The Administrative Agent shall have the right to appoint a financial institution to act as the Administrative Agent
and/or the Collateral Agent hereunder, subject to the reasonable satisfaction of the Borrowers and the Required Lenders and so
long as such successor Administrative Agent shall be either one of the Lenders or a commercial banking institution organized under
the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution,
having a combined capital and surplus of at least $500,000,000, and the Administrative Agent’s resignation shall become
effective on the earlier of (a) the acceptance of such successor Administrative Agent by the Borrowers and the Required Lenders
or (b) the thirtieth day after such notice of resignation. Upon any such notice of resignation, if a successor Administrative
Agent has not already been appointed by the retiring Administrative Agent, Required Lenders shall have the right, upon five (5)
Business Days’ notice to the Borrowers, to appoint a successor Administrative Agent. If neither Required Lenders nor the
Administrative Agent have appointed a successor Administrative Agent, then the Required Lenders shall be deemed to have succeeded
to and become vested with all the rights, powers, privileges and duties of the retiring the Administrative Agent; provided,
that until a successor Administrative Agent is so appointed by Required Lenders or the Administrative Agent, the Administrative
Agent, by notice to the Borrowers and Required Lenders, may retain its role as the Collateral Agent under any Security Document.
Except as provided in the preceding sentence, any resignation of Bank of America, N.A. or its successor as the Administrative
Agent pursuant to this Section shall also constitute the resignation of Bank of America, N.A. or its successor as the Collateral
Agent. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this
Section 9.07 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent
hereunder. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, that
successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (a) transfer to such successor Administrative
Agent all sums, Securities and other items of Collateral held under the Security Documents, together with all records and other
documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under
the Loan Documents, and




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(b) execute and deliver to such successor Administrative
Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with
the assignment to such successor Administrative Agent of the security interests created under the Security Documents, whereupon
such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. If the Administrative Agent is
retaining its role as Collateral Agent, the actions enumerated in the preceding sentence will be modified to account for such retained
role. Any successor Administrative Agent appointed pursuant to this Section 9.07 shall, upon its acceptance of such appointment,
become the successor Collateral Agent for all purposes hereunder. If Bank of America, N.A. or its successor as the Administrative
Agent pursuant to this Section 9.07 has resigned as the Administrative Agent but retained its role as the Collateral Agent and
no successor the Collateral Agent has become the Collateral Agent pursuant to the immediately preceding sentence, Bank of America,
N.A. or its successor may resign as the Collateral Agent upon notice to the Borrowers and Required Lenders at any time.


(b)       In
addition to the foregoing, the Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice
thereof to Lenders and the Loan Parties. The Administrative Agent shall have the right to appoint a financial institution as the
Collateral Agent hereunder, subject to the reasonable satisfaction of the Borrowers and the Required Lenders and the Collateral
Agent’s resignation shall become effective on the earlier of (i) the acceptance of such successor Collateral Agent by the
Borrowers and the Required Lenders or (ii) the thirtieth day after such notice of resignation. Upon any such notice of resignation,
Required Lenders shall have the right, upon five (5) Business Days’ notice to the Administrative Agent, to appoint a successor
Collateral Agent. Upon the acceptance of any appointment as the Collateral Agent hereunder by a successor Collateral Agent, the
successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of
the retiring Collateral Agent under this Agreement and the Security Documents, and the retiring Collateral Agent under this Agreement
shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder
or under the Security Documents, together with all records and other documents necessary or appropriate in connection with the
performance of the duties of the successor Collateral Agent under this Agreement and the Security Documents, and (ii) execute
and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and
take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent
of the security interests created under the Security Documents, whereupon such retiring Collateral Agent shall be discharged from
its duties and obligations under this Agreement and the Security Documents. After any retiring Collateral Agent’s resignation
hereunder as the Collateral Agent, the provisions of this Agreement and the Security Documents shall inure to its benefit as to
any actions taken or omitted to be taken by it under this Agreement or the Security Documents while it was the Collateral Agent
hereunder.


Section 9.08      Security Documents and Guaranty.


(a)       Agents
under Security Documents and Guaranty. Each Secured Party hereby further authorizes the Administrative Agent or the Collateral
Agent, as applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of Secured Parties
with respect to the Guaranty, the Collateral and the Security Documents; provided, that except as expressly set forth herein,
neither the Administrative Agent nor the Collateral Agent




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shall owe any fiduciary duty, duty of loyalty,
duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations. Subject to Section 10.05, without
further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable
may execute any documents or instruments necessary (i) in connection with a sale or disposition of assets permitted by this Agreement,
to release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which
Required Lenders (or such other Lenders as may be required to give such consent under Section 10.05) have otherwise consented or
(ii) to release any Guarantor from the Guaranty pursuant to Section 5.16, Section 7.12 or with respect to which Required Lenders
(or such other Lenders as may be required to give such consent under Section 10.05) have otherwise consented. Without limiting
the generality of the foregoing, each Secured Party party hereto from time to time appoints the Administrative Agent and the Collateral
Agent, as applicable, to act as its agent in connection with the ratification and incorporation of any Spanish Security Document
into a Spanish Public Document, and hereby authorizes each of the Administrative Agent and the Collateral Agent to enter into,
enforce their rights under and generally represent them in respect of the granting of Spanish Public Document, including without
limitation authorizes the Administrative Agent or Collateral Agent being granted any powers of attorney by the Lenders or granting
powers of attorney to another Person in connection with a Spanish Security Document. Each Secured Party appoints the Collateral
Agent to act as its agent in connection with the execution of any and all documents required to perfect the security created under
the Irish Security Documents.


(b)       Right
to Realize on Collateral and Enforce Guaranty. Anything contained in any of the Loan Documents to the contrary notwithstanding,
the Borrowers, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall
have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that
all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Secured Parties
in accordance with the terms hereof and all powers, rights and remedies under the Security Documents may be exercised solely by
the Collateral Agent and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public
or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such
Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of Secured Parties (but
not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing)
shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of
the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price
for any collateral payable by the Collateral Agent at such sale or other disposition.


(c)       Rights
under Hedge Agreements. No Hedge Agreement shall create (or be deemed to create) in favor of any Lender Counterparty that is
a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor
under the Loan Documents except as expressly provided in Sections 2.15(d) and 10.05(c)(iii) of this Agreement and Section 10 of
the U.S. Security Agreements. By accepting the benefits of the Collateral, such Lender Counterparty shall be deemed to have appointed
the Collateral Agent as its agent and agreed to be bound by the Loan Documents as a Secured Party, subject to the limitations set
forth in this clause (c).




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(d)       Release of Collateral
and Guaranties, Termination of Loan Documents.


(i)       Notwithstanding
anything to the contrary contained herein or any other Loan Document, upon the Discharge of Obligations and upon request of the
Borrower Representative, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any
Lender or any Lender Counterparty) take such actions as shall be required to release its security interest in all Collateral, and
to release all guarantee obligations provided for in any Loan Document. Any such release of guarantee obligations shall be deemed
subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in
respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency,
bankruptcy, dissolution, liquidation, examinership, receivership or reorganization of any Borrower or any Guarantor, or upon or
as a result of the appointment of a receiver, intervenor, liquidator, examiner or conservator of, or trustee or similar officer
for, any Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been
made.


(ii)       Upon
any disposition of property permitted by this Agreement, any security interest in such property provided for in any Security Document
shall be deemed to be automatically released and such property shall automatically revert to the applicable Loan Party with no
further action on the part of any Person. The Collateral Agent shall, at the applicable Loan Party’s expense, execute and
deliver or otherwise authorize the filing of such documents as such Loan Party shall reasonably request, in form and substance
reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.


(e)       Powers
of Attorney. At the request of the Administrative Agent and/or the Collateral Agent, which request may be made from time to
time, each of the Lenders party hereto agrees to execute and grant a power of attorney in favor of (and in form and substance
satisfactory to) the Collateral Agent and/or the Administrative Agent to the extent necessary under local law in order to give
effect to the provisions of this Section 9.08. To the extent a Lender notifies the Administrative Agent in writing that it is
prohibited by its governing documents or by requirements of law from providing such power of attorney, and the Administrative
Agent and/or Collateral Agent determines that documentation executed by such Lender is reasonably necessary to effectuate the
provisions of this Section 9.08, each such Lender undertakes for so long as it is Lender to join the Administrative Agent and
or Collateral Agent (as requested by such agent) in any action to give effect to the provisions of this Section 9.08 and for the
avoidance of doubt, such Lender shall abide by and act, or refrain from acting, in accordance with, any decision of the Lenders
made in accordance with this Agreement. Any Secured Party hereto from time to time which cannot empower the Administrative Agent
or the Collateral Agent on the terms of this Section 9.08, undertakes, promptly upon the request of the Administrative Agent or
the Collateral Agent (i) to grant a specific notarial power of attorney in favor of the Administrative Agent or the Collateral
Agent or (ii) to appear together with the Administrative Agent or the Collateral Agent to sign in person (if required, before
the relevant Spanish notary public specified by the Administrative Agent or the Collateral Agent). The relevant Lender irrevocably
undertakes to follow all instructions of the Administrative Agent or the Collateral Agent given in this respect.




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Section 9.09      Withholding
Taxes. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender
an amount equivalent to any applicable withholding Tax. If any payment has been made to any Lender by the Administrative Agent
without the applicable withholding Tax being withheld from such payment and the Administrative Agent has paid over the applicable
withholding Tax to the Internal Revenue Service or any other Governmental Authority, or the Internal Revenue Service or any other
Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for
the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed
to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding
Tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly
or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses
(including legal expenses, allocated internal costs and out-of-pocket expenses) incurred.


Section 9.10      Administrative
Agent May File Proofs of Claim. In case of the pendency of any proceeding under the Bankruptcy Code or other applicable law
or any other judicial proceeding relative to any Borrower, the Administrative Agent (irrespective of whether the principal of
any Loan 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, by intervention in such proceeding or otherwise
(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans 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 and the other Secured Parties (including fees, disbursements and other expenses of counsel) allowed
in such judicial proceeding and (b) to collect and receive any monies or other property payable or deliverable on any such claims
and to distribute the same. Any custodian, receiver, examiner, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender and other Secured Party to make such payments to the Administrative
Agent. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or
adopt on behalf of any Lender or other Secured Party any plan of reorganization, arrangement, adjustment or composition affecting
the Obligations or the rights of any Lender or other Secured Party to authorize the Administrative Agent to vote in respect of
the claim of such Person or in any such proceeding.


Section 9.11      Administrative
Agent’s “Know Your Customer” Requirements. Each Lender shall promptly, upon the request of the Administrative
Agent, provide such documentation and other evidence as is reasonably requested by the Administrative Agent (for itself) in order
for the Administrative Agent to carry out and be satisfied it has complied with all necessary “know your customer”
or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Loan Documents.


Section 9.12      Spanish
Collateral Agent. Notwithstanding the generality of this Article IX, each of the Secured Parties party hereto on the Closing
Date shall, unless instructed otherwise by the Administrative Agent or the Collateral Agent, grant a power of attorney in favor
of (and in form and substance satisfactory to) the Collateral Agent to enter into, administer and enforce remedies with respect
to the Spanish Security, which shall be granted in favor of each and all of




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the Secured Parties, that is subject to any
Spanish Security Document for and on behalf of the Lenders pursuant to the provisions of this Agreement. At the request of the
Administrative Agent or the Collateral Agent, which request may be made from time to time, each Lender party hereto from time to
time will sign such powers of attorney as requested by the Administrative Agent or Collateral Agent which are necessary to cause
any Spanish Security Document to be elevated to the status of a Spanish Public Document and to enforce their rights and remedies
thereunder.


Section 9.13      Intercreditor
Agreement. The Administrative Agent and the Collateral Agent are authorized to enter into any Pari Passu Intercreditor Agreement,
including the Closing Date Intercreditor Agreement, and/or any other intercreditor arrangements entered into in connection herewith
(and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such
agreements in connection with the incurrence by any Loan Party of any Permitted Pari Passu Secured Refinancing Debt, any Permitted
Junior Secured Refinancing Debt, any Permitted Unsecured Refinancing Debt or other applicable Indebtedness in order to permit
such Indebtedness to be secured by a valid and enforceable lien (with such priority as may be designated by the Borrowers or relevant
Subsidiary, to the extent such priority is permitted by the Loan Documents)), and the parties hereto acknowledge that any Pari
Passu Intercreditor Agreement (if entered into), including the Closing Date Intercreditor Agreement, and/or any other intercreditor
arrangements entered into in connection herewith, will be binding upon them. Each Lender (a) hereby agrees that it will be bound
by and will take no actions contrary to the provisions of any Pari Passu Intercreditor Agreement (if entered into), including
the Closing Date Intercreditor Agreement, and/or any other intercreditor arrangements entered into in connection herewith and
(b) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into, if applicable, any Pari Passu
Intercreditor Agreement, including the Closing Date Intercreditor Agreement and/or any other intercreditor arrangements entered
into in connection herewith (and any amendments, amendments and restatements, restatements or waivers of or supplements to or
other modifications to, such agreements in connection with the incurrence by any Loan Party of any Permitted Pari Passu Secured
Refinancing Debt, any Permitted Junior Secured Refinancing Debt, any Permitted Unsecured Refinancing Debt or other applicable
Indebtedness in order to permit such Indebtedness to be secured by a valid and enforceable Lien (with such priority as may be
designated by the Borrowers or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents)), and to subject
the Liens on the Collateral securing the Obligations to the provisions thereof.


Section 9.14      Administrative
Agent May Credit Bid. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required
Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction
of some or all of the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase
(either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted
under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar
laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral
in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action
or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed
to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to
contingent or unliquidated claims receiving contingent interests in the




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acquired assets on a ratable basis that would
vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used
in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of
the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative
Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance
of the acquisition vehicle or vehicles (provided, that any actions by the Administrative Agent with respect to such acquisition
vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly,
by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations
on actions by the Required Lenders contained in Section 10.05(b)) and (iii) to the extent that Obligations that are assigned to
an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because
the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle
or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt
instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall
automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.


Section 9.15      Non-Reliance
on the Agents, the Arrangers and the Other Lenders. Each Lender expressly acknowledges that none of the Agents nor the Arrangers
have made any representation or warranty to it, and that no act by the Agents or the Arrangers hereafter taken, including any consent
to, and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute
any representation or warranty by the Agents or the Arrangers to any Lender or as to any matter, including whether the Agents or
the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender represents
to the Agents and the Arrangers that it has, independently and without reliance upon the Agents, the Arrangers, 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
of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness
of the Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrowers hereunder. Each Lender also
acknowledges that it will, independently and without reliance upon the Agents, the Arrangers, 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 credit analysis, appraisals and 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, and to make such investigations as it deems
necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness
of the Loan Parties. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending
facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this
Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth
herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial
instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants
that it is sophisticated with




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respect to decisions to make, acquire and/or
hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or
the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other
facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.


Section 9.16      Reliance
by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone
and believed by it to have been made by the proper Person, and shall 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 the 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.


ARTICLE X.


MISCELLANEOUS


Section 10.01      Notices.


(a)       Notices
Generally. Any notice or other communication herein required or permitted to be given to a Loan Party, the Collateral Agent
or the Administrative Agent, shall be sent to such Person’s address as set forth on Schedule 10.01(a) or in the other
relevant Loan Document, and in the case of any Lender, the address as indicated on Schedule 10.01(a) or otherwise indicated
to the Administrative Agent in writing. Except as otherwise set forth in paragraph (b) below, each notice hereunder shall be in
writing and may be personally served or sent by telefacsimile or United States mail or courier service or by ordinary or registered
post and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof,
upon receipt of telefacsimile, ordinary or registered post, or three (3) Business Days after depositing it in the ordinary or
prepaid post or United States mail with postage prepaid and properly addressed; provided, that no notice to any Agent shall
be effective until received by such Agent; provided, further, that any such notice or other communication shall at
the request of the Administrative Agent be provided to any sub-agent appointed pursuant to Section 9.03(c) hereto as designated
by the Administrative Agent from time to time.


(b)       Electronic
Communications.


(i)       Notices
and other communications to the Administrative Agent, the Collateral Agent and the Lenders hereunder may be delivered or furnished
by electronic communication (including e-mail and Internet or intranet websites, including the Platform) pursuant to procedures
approved by the Administrative Agent; provided, that the foregoing




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shall
not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable
of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower Representative may,
in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures
approved by it; provided, further, that approval of such procedures may be limited to particular notices or
communications. Unless the Administrative Agent otherwise prescribes, (A) notices and other communications sent to an e-mail address
shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return
receipt requested” function, as available, return e-mail or other written acknowledgment); provided, that if such
notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall
be deemed to have been sent at the opening of business on the next Business Day for the recipient and (B) notices or communications
posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (A) of notification that such notice or communication is available and identifying
the website address therefor.


(ii)       Each
Loan Party understands that the distribution of material through an electronic medium is not necessarily secure and that there
are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic
distribution, except to the extent caused by the willful misconduct or gross negligence of the Administrative Agent, as determined
by a final, non-appealable judgment of a court of competent jurisdiction.


(iii)       The
Platform and any Approved Electronic Communications are provided “as is” and “as available”. None of the
Agents nor any of their respective officers, directors, employees, agents, advisors or representatives (the “Agent Affiliates”)
warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform and each expressly
disclaims liability for errors or omissions in the Platform and the Approved Electronic Communications. No warranty of any kind,
express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of
third party rights or freedom from viruses or other code defects is made by the Agent Affiliates in connection with the Platform
or the Approved Electronic Communications. Each party hereto agrees that no Agent has any responsibility for maintaining or providing
any equipment, software, services or any testing required in connection with any Approved Electronic Communication or otherwise
required for the Platform. In no event shall any Agent nor any of the Agent Affiliates have any liability to any Loan Party, any
Lender or any other Person for damages of any kind, whether or not based on strict liability and including (A) direct damages,
losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or any Agent’s transmission
of communications through the internet, except to the extent the liability of any such Person if found in a final ruling by a
court of competent jurisdiction to have resulted from such Person’s gross negligence or willful misconduct or (B) indirect,
special, incidental or consequential damages.




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(iv)       Each
Loan Party, each Lender and each Agent agrees that the Administrative Agent may, but shall not be obligated to, store any Approved
Electronic Communications on the Platform in accordance with the Administrative Agent’s customary document retention procedures
and policies.


(v)       All
uses of the Platform shall be governed by and subject to, in addition to this Section 10.01, separate terms and conditions posted
or referenced in such Platform and related agreements executed by the Lenders and their Affiliates in connection with the use
of such Platform.


(vi)       Any
notice of Default or Event of Default may be provided by telephonic notice if confirmed promptly thereafter by delivery of written
notice thereof.


(c)       Change
of Address. Any party hereto may change its address or telecopy number for notices and other communications hereunder by written
notice to the other parties hereto.


(d)       Tax
Forms. Notwithstanding any other provision of this Section 10.01, forms required to be delivered pursuant to Section 2.20(c)
shall be delivered in the manner required by law.


Section 10.02      Expenses.
Subject to Section 10.06(k) below, whether or not the transactions contemplated hereby are consummated, each Borrower agrees to
pay promptly (a) all the actual and reasonable and documented costs and expenses incurred in connection with the negotiation,
preparation and execution of the Loan Documents (including all costs incurred in connection with the Platform) and any consents,
amendments, supplements, waivers or other modifications thereto; (b) all the costs of furnishing all opinions by counsel for any
Borrower or the other Loan Parties; (c) the reasonable and documented fees, expenses and disbursements of counsel to Agents in
connection with the negotiation, preparation, execution and administration of the Loan Documents and any consents, amendments,
supplements, waivers or other modifications thereto and any other documents or matters requested by any Borrower; provided,
that reasonable attorney’s fees shall be limited to one primary counsel and, if reasonably required by the Administrative
Agent, local or specialist counsel; provided further, that no such limitation shall apply if counsel for the
Administrative Agent determines in good faith that there is a conflict of interest that requires separate representation for any
Agent or Lender; (d) all the actual costs and reasonable expenses of creating, perfecting, recording, maintaining and preserving
Liens in favor of the Collateral Agent, for the benefit of Secured Parties, including filing and recording fees, expenses and
Taxes, stamp or documentary Taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel
to each Agent and of counsel providing any opinions that any Agent or Required Lenders may request in respect of the Collateral
or the Liens created pursuant to the Security Documents; (e) all the actual costs and reasonable fees, expenses and disbursements
of any auditors, accountants, consultants or appraisers; (f) all the actual costs and reasonable expenses (including the reasonable
fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by the Collateral Agent
and its counsel) in connection with the custody or preservation of any of the Collateral; (g) all other actual and reasonable
documented costs and expenses incurred by each Agent in connection with the syndication of the Loans and Commitments and the transactions
contemplated by the




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Loan Documents and any consents, amendments,
supplements, waivers or other modifications thereto; and (h) all documented costs and expenses, including reasonable attorneys’
fees and costs of settlement, incurred by any Agent or Lender in enforcing any Obligations of or in collecting any payments due
from any Loan Party hereunder or under the other Loan Documents (including in connection with the sale, lease or license of, collection
from, or other realization upon any of the Collateral or the enforcement of the Guaranty) or in connection with any refinancing
or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or pursuant to any insolvency
or bankruptcy cases or proceedings. All amounts due under this Section 10.02 shall be due and payable within fifteen (15) Business
Days after demand therefor.


Section 10.03      Indemnity.


(a)       In
addition to the payment of expenses pursuant to Section 10.02, whether or not the transactions contemplated hereby are consummated,
each Loan Party agrees to defend (subject to Indemnitees’ rights to selection of counsel), indemnify, pay and hold harmless,
each Agent, Arranger, Bookrunner and Lender and their respective Affiliates and their and their Affiliates’ respective officers,
partners, members, directors, trustees, shareholders, advisors, employees, representatives, attorneys, administrators, managers,
advisors, consultants, controlling persons, agents and sub-agents, as well as the respective heirs, successors and assigns of the
foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, that
no Loan Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such
Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct of that Indemnitee, in each case, as determined
by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify,
pay and hold harmless set forth in this Section 10.03 may be unenforceable in whole or in part because they are violative of any
law or public policy, the applicable Loan Party shall contribute the maximum portion that it is permitted to pay and satisfy under
applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. This Section
10.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any
non-Tax claim.


(b)       To
the extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnitee
on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether
or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection
with, as a result of or in any way related to this Agreement or any Loan Document or any agreement or instrument contemplated hereby
or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, the transmission of information through
the Internet, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and
each Loan Party hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and
whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising
from the use by unintended recipients of any information or other materials distributed by it 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.




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(c)       All
amounts due under this Section 10.03 shall be due and payable within fifteen (15) days after demand therefor.


Section 10.04      Set-Off.
In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon
the occurrence of any Event of Default each Lender is hereby authorized by each Loan Party at any time or from time to time subject
to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Loan
Party or to any other Person (other than the Administrative Agent), any such notice being hereby expressly waived to the fullest
extent permitted by applicable law, to set off and to appropriate and to apply any and all deposits (time or demand, provisional
or final, general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not
including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account
of any Loan Party against and on account of the obligations and liabilities of any Loan Party to such Lender hereunder and under
the other Loan Documents, including all claims of any nature or description arising out of or connected hereto or with any other
Loan Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder or (b) the principal of or
the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Article II and although
such obligations and liabilities, or any of them, may be contingent or 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 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 Administrative Agent, and the Lenders,
and (y) the Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations
owing to such Defaulting Lender as to which it exercised such right of setoff.


Section 10.05      Amendments and Waivers.


(a)       Required
Lenders’ Consent. Subject to the additional requirements of Sections 10.05(b) and 10.05(c), and except as provided in
Section 2.25 with respect to a Joinder Agreement, Section 2.26 with respect to a Refinancing Amendment, Section 2.27 with respect
to an Extension Amendment or in any Assignment Agreement with respect to Sections 4.22 and 5.21(a), no amendment, supplement, modification,
termination or waiver of any provision of the Loan Documents, or consent to any departure by any Loan Party therefrom, shall in
any event be effective without the written concurrence of the Required Lenders (delivery of an executed counterpart of a signature
page to the applicable amendment, supplement, modification, termination or waiver by facsimile or other electronic transmission
will be effective as delivery of a manually executed counterpart thereof) and acknowledged by the Administrative Agent; provided,
that any Defaulting Lender shall be deemed not to be a “Lender” for purposes of calculating the Required Lenders (including
the granting of any consents or waivers) with respect to any of the Loan Documents.


(b)       Affected
Lenders’ Consent. Without the written consent of each Lender that would be directly and adversely affected thereby, no
amendment, supplement, modification, termination, or consent shall be effective if the effect thereof would:




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(i)       extend
the scheduled final maturity of any Loan or Note;


(ii)       waive,
reduce or postpone any scheduled repayment (but not prepayment) of principal;


(iii)       reduce
the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to
Section 2.10) or any fee or any premium payable hereunder (it being understood that only the consent of the Required Lenders shall
be necessary to amend the Default Rate in Section 2.10 or to waive any obligation of any Borrower to pay interest at the Default
Rate);


(iv)       waive
or extend the time for payment of any such interest, fees or premiums;


(v)       reduce
or forgive the principal amount of any Loan;


(vi)       amend,
modify, terminate or waive any provision of Section 2.13(b)(ii), Section 2.15 (except to the extent provided for in Section 10.05(c)(iii)),
Section 2.16(c), Section 2.17, this Section 10.05(b), Section 10.05(c) or any other provision of this Agreement that expressly
provides that the consent of all Lenders is required;


(vii)       consent
to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document except as expressly
provided in any Loan Document;


(viii)       amend
the definition of “Required Lenders” or amend Section 10.5(a) in a manner that has the same effect as an amendment
to such definition or the definition of “Pro Rata Share”; provided, that with the consent of Required Lenders,
additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro
Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and
the Revolving Loans are included on the Closing Date;


(ix)       release
all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly
provided in the Loan Documents;


(x)       amend
or modify any provision of any Loan Document relating to priority or subordination of the Loans and Commitments;


(xi)       permit
any change to the Borrowers or the Guarantors other than as expressly provided in this Agreement;


(xii)       amend
or modify any provision of Section 10.06 in a manner that further restricts assignments thereunder; or




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(xiii)    change the stated currency in which any Borrower is required to make payments of principal, interest, fees or other amounts hereunder
or under any other Loan Document; 


provided,
that for the avoidance of doubt, all Lenders shall be deemed directly and adversely affected thereby with respect to any amendment
described in clause (vi), (vii), (viii), (ix), (x), (xi) or (xiii).


(c)       Other
Consents. No amendment, modification, termination or waiver of any provision of the Loan Documents, or consent to any departure
by any Loan Party therefrom, shall:


(i)       increase
any Commitment of any Lender over the amount thereof then in effect or extend the outside date for such Commitment without the
consent of such Lender; provided, that no amendment, modification or waiver of any condition precedent, covenant, Default
or Event of Default shall be deemed to constitute an increase in any Commitment of any Lender;


(ii)       alter
the required application of any repayments or prepayments (but not, for the avoidance of doubt, any scheduled amortization payment)
as between Classes pursuant to Section 2.15 without the consent of Lenders holding more than 50.0% of the aggregate Dollar Tranche
B Term Loan Exposure of all Lenders, Euro Tranche B Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders,
or Revolving Exposure of all Lenders or Incremental Term Loan Exposure of all Lenders, as applicable, of each Class which is being
allocated a lesser repayment or prepayment as a result thereof; provided, that Required Lenders may waive, in whole or
in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required
to be made is not altered;


(iii)       amend,
modify or waive this Agreement or any Security Document so as to alter the ratable treatment of Obligations arising under the
Loan Documents and Obligations arising under Hedge Agreements or the definition of “Lender Counterparty,” “Hedge
Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Security Document)
in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any
such Lender Counterparty;


(iv)       amend,
modify, terminate or waive any provision of Article IX as the same applies to any Agent, or any other provision hereof as the
same applies to the rights or obligations of any Agent, in each case without the consent of such Agent;


(v)       amend
any condition for Credit Extensions set forth in Section 3.02 without the consent of Lenders holding more than 50% of the aggregate
Revolving Exposure of all Lenders;


(vi)       amend,
modify, terminate or waive any provision hereof that would materially, disproportionately and adversely affect the Lenders holding
Revolving Commitments or the obligation of the Foreign Borrower to make any payment of Revolving Loans without the consent of
Lenders holding more than 50% of the aggregate




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Revolving
Exposure of all Lenders (or if such amendment, modification or waiver affects only the Revolving Loans, 50% of the aggregate Revolving
Exposure); or


(vii)     except to the extent expressly addressed in another clause of this Section 10.05, amend, modify, terminate or waive any provision
hereof that would materially, disproportionately and adversely affect the obligation of any Borrower to make payment of Term Loans
without the consent of Lenders holding more than 50.0% of the aggregate Term Loans of all Lenders.


(d)       Other
Amendments. Notwithstanding anything to the contrary contained in this Section 10.05:


(i)       if
the Administrative Agent and the Borrower Representative shall have jointly identified an obvious or manifest error or any error
or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative
Agent and the Borrower Representative shall be permitted to amend such provision and such amendment shall become effective without
any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required
Lenders within five (5) Business Days following receipt of notice thereof;


(ii)       the
Administrative Agent and/or the Collateral Agent may (or shall, to the extent required by any Loan Document) amend or restate
any Security Document or enter into any new agreement or instrument (with the consent of the Borrower Representative, such consent
not to be unreasonably withheld or delayed) to (A) make any change that would provide any additional rights, protections or benefits
to the Secured Parties or that does not adversely affect the legal rights of any Secured Party hereunder or under such Security
Document, (B) make, complete, enhance, confirm or reconfirm any grant of Collateral permitted or required herein or any of the
Security Documents, (C) grant any Lien for the benefit of the Secured Parties otherwise permitted to be granted under any Loan
Document or (D) add additional Lenders as Secured Parties, in each case, to the extent local law requires such amendments or restatements
to effectuate the agreements of the parties hereunder, and any such amendments or restatements shall become effective without
any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required
Lenders within five (5) Business Days following receipt of notice thereof;


(iii)       if,
at any time, the Borrower Representative requests that the schedules to this Agreement be amended (or new schedules added) to
reflect immaterial changes or changes of a clean-up nature, such schedules may be amended or added with the consent of the Administrative
Agent (and without the consent of any other party to any Loan Document); and


(iv)       only
the consent of the Required Revolving Lenders shall be required to amend, waive or otherwise modify (x) any provision of Section
6.07 or (y) for purposes of the Financial Covenant set forth in Section 6.07, the definition of “Leverage Ratio” or
any defined term used in such definition.




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(e)       Execution
of Amendments, Etc. The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute
amendments, supplements, modifications, waivers or consents on behalf of such Lender; provided, that with respect to amendments,
supplements, modifications, waivers or consents requiring the approval of a Lender which has notified the Administrative Agent
in writing at the time of such amendment, supplement, modification, waiver or consent that it is unable to permit the Administrative
Agent to execute on its behalf, the Administrative Agent shall not execute such amendment, supplement, modification, waiver or
consent on behalf of such Lender; provided, further, that any such limitation with respect to such Lender shall not
affect the ability of the Administrative Agent to so execute on behalf of any other Lenders or, for the avoidance of doubt, the
effectiveness of any amendment, supplement, modification, waiver or consent with respect to which the applicable consents have
been received. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it
was given. No notice to or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or
demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with
this Section 10.05 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by the Borrowers,
on the Loan Parties.


Section 10.06      Successors and Assigns; Participations.


(a)       Generally.
This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit
of the parties hereto and the successors and assigns of Lenders. No Loan Party’s rights or obligations hereunder nor any
interest therein may be assigned or delegated by any Loan Party without the prior written consent of all Lenders and the Administrative
Agent (and any purported assignment or delegation without such consent shall be null and void).


(b)       Register.
Each Borrower, each Guarantor, the Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register
as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment
or transfer of any such Commitment or Loan shall be effective, in each case, unless and until recorded in the Register following
receipt of a fully executed Assignment Agreement effecting the assignment or transfer thereof, together with the required forms
and certificates regarding Tax matters and any fees payable in connection with such assignment, in each case, as provided in Section
10.06(d). Each assignment shall be recorded in the Register promptly following receipt by the Administrative Agent of the fully
executed Assignment Agreement and all other necessary documents and approvals, prompt notice thereof shall be provided to the Borrower
Representative and a copy of such Assignment Agreement shall be maintained, as applicable. The date of such recordation of a transfer
shall be referred to herein as the “Assignment Effective Date.” Any request, authority or consent of any Person
who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive
and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.


(c)       Right
to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations
under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided,
that pro rata




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assignments shall not be required and each assignment shall be of
a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related
Commitments):


(i)       to
any Person meeting the criteria of clause (a), (b) or (c) of the definition of the term of “Eligible Assignee” upon
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed); and


(ii)       to
any Person meeting the criteria of clause (d) or (e) of the definition of the term of “Eligible Assignee” upon consent
of the Administrative Agent (such consent not to be unreasonably withheld or delayed) and the giving of notice to the Borrowers
and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by the Borrower Representative
(provided, that the Borrower Representative shall be deemed to have consented to assignments (A) made during the initial
syndication of the Revolving Commitments to Lenders and the Administrative Agent and (B) after five (5) Business Days following
notice thereof if such consent has not been giving within such time) (each such consent not to be (x) unreasonably withheld or
delayed or (y) in the case of the Borrower Representative, required at any time a Default or Event of Default has occurred and
is continuing); provided, further, that no assignment pursuant
to this Section 10.06(c)(ii) shall be made to a Disqualified Company and each assignment pursuant to this Section 10.06(c)(ii)
shall be in an aggregate amount of not less than (A) $1,000,000 (or €1,000,000 with respect to Loans denominated in Euro)
(or such lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent or as shall constitute
the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment
of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or €1,000,000 with respect to Loans denominated in Euro)
(or such lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent or as shall constitute
the aggregate amount of the Tranche B Term Loans or Incremental Term Loans of a Series of the assigning Lender) with respect
to the assignment of Term Loans; provided, that the Related Funds of any individual Lender may aggregate their Loans for
purposes of determining compliance with such minimum assignment amounts.


(d)       Mechanics.
Assignments and assumptions of Loans and Commitments by Lenders shall be effected by manual execution and delivery to the Administrative
Agent of an Assignment Agreement. Assignments made pursuant to the foregoing provision shall be effective as of the Assignment
Effective Date. In connection with all assignments there shall be delivered to the Administrative Agent such forms, certificates
or other evidence, if any, with respect to Tax withholding matters as the assignee under such Assignment Agreement may be required
to deliver pursuant to Section 2.20(c), together with payment to the Administrative Agent of a registration and processing fee
of $3,500 (except that no such registration and processing fee shall be payable (i) in connection with an assignment elected or
caused by the Borrower Representative pursuant to Section 2.23, (ii) in connection with an assignment by or to Bank of America,
N.A. or any Affiliate thereof, (iii) in the case of an assignee which is already a Lender or is an Affiliate or Related Fund of
a Lender or a Person under common management with a Lender, (iv) in the case of an assignment by or to an Arranger or any of their
Affiliates or (v) in connection with any assignment made in accordance with Section 10.06(j)).




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(e)       Representations
and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments
and Loans, as the case may be, represents and warrants as of the Closing Date, the Closing Date or as of the Assignment Effective
Date, as applicable, that: (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in
commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it shall make or invest in, as
the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such
Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood
that, subject to the provisions of this Section 10.06, the disposition of such Commitments or Loans or any interests therein shall
at all times remain within its exclusive control).


(f)       Lender
Status Confirmation. (i) Each Lender upon succeeding to an interest in the Commitments and/or Loans to the Foreign Borrower,
as the case may be, shall indicate, in the Assignment Agreement which it executes on becoming a party, and for the benefit of the
Foreign Borrower, which of the following categories it falls into: (A) not an Irish Qualifying Lender; (B) an Irish Qualifying
Lender (other than an Irish Treaty Lender); or (C) an Irish Treaty Lender and (ii) each Lender upon succeeding to an interest in
the Commitments and/or Loans to the Spanish Borrower, as the case may be, shall indicate, in the Assignment Agreement which it
executes on becoming a party, and for the benefit of the Spanish Borrower, which of the following categories it falls into: (A)
not a Spanish Qualifying Lender; (B) a Spanish Qualifying Lender (other than a Spanish Treaty Lender); or (C) a Spanish Treaty
Lender. Each such Lender shall promptly notify the Foreign Borrower if there is any change in their position as an Irish Qualifying
Lender. Each such Lender shall promptly notify the Spanish Borrower if there is any change in their position as a Spanish Qualifying
Lender.


(g)       Effect
of Assignment. Subject to the terms and conditions of this Section 10.06, as of the “Assignment Effective Date”
(i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest
in the Loans and Commitments as reflected in the Register and shall thereafter be a party hereto and a “Lender” for
all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been
assigned to the assignee, relinquish its rights (other than any rights which survive the termination hereof, including under Section
10.08) and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion
of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment
Effective Date; provided, that anything contained in any of the Loan Documents to the contrary notwithstanding, such assigning
Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising
out of the prior involvement of such assigning Lender as a Lender hereunder); (iii) the Commitments shall be modified to reflect
any Commitment of such assignee and any Revolving Commitment of such assigning Lender, if any; and (iv) if any such assignment
occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly
thereafter as practicable, surrender its applicable Notes to the Administrative Agent for cancellation, and thereupon the applicable
Borrower shall issue and deliver new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to
such assigning Lender, with appropriate insertions, to reflect the new Revolving Commitments and/or outstanding Loans of the assignee
and/or the assigning Lender. Any assignment or transfer by a Lender of




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rights or obligations under this Agreement that
does not comply the requirements of this Section 10.06 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 Section 10.06(h). Any assignment by a Lender pursuant to this
Section 10.06 shall not in any way constitute or be deemed to constitute a novation, discharge, rescission, extinguishment or substitution
of the Indebtedness hereunder, and any Indebtedness so assigned shall continue to be the same obligation and not a new obligation.


(h)       Participations.


(i)       Each
Lender shall have the right at any time to sell one or more participations to any Person (other than any Group Member or any of
their respective Affiliates) in all or any part of its Commitments, Loans or in any other Obligation.


(ii)       The
holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require
such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that would
(A) extend the final scheduled maturity of any Loan, Note in which such participant is participating or the amortization schedule
therefor, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability
of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s
participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of
a mandatory reduction in the Commitment shall not constitute a change in the terms of such participation, and that an increase
in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is
not increased as a result thereof), (B) consent to the assignment or transfer by any Loan Party of any of its rights and obligations
under this Agreement or (C) release all or substantially all of the Guarantors or the Collateral under the Security Documents (except
as expressly provided in the Loan Documents) supporting the Loans hereunder in which such participant is participating.


(iii)       Each
Borrower agrees that each participant shall be entitled to the benefits of Sections 2.18(c), 2.19 and 2.20 to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided,
that such participant agrees, for the benefit of the applicable Borrower, to comply with Section 2.20 as though it were a Lender
(it being understood that the documentation required under Section 2.20 shall be delivered to the participating Lender); provided further,
that a participant shall not be entitled to receive any greater payment under Section 2.19 or 2.20 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such participant without the Borrower Representative’s
prior written consent; provided, further, that except as specifically set forth herein, nothing herein shall require
any notice to the Borrower Representative or any other Person in connection with the sale of any participation. To the extent
permitted by law, each participant also shall be entitled to the benefits of Section 10.04 as though it were a Lender; provided,
that such participant agrees to be subject to Section 2.17 as though it were a Lender.




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(iv)       Each
Lender that sells a participation shall maintain a register on which it enters the name and address of each participant and the
principal amounts of each participant’s interest in the Commitments, Loans and other Obligations held by it (the “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 Commitments, Loans and other Obligations
as the owner thereof for all purposes of this Agreement notwithstanding any notice to the contrary. Any such Participant Register
shall be available for inspection by the Administrative Agent at any reasonable time and from time to time upon reasonable prior
notice, solely to the extent such inspection is necessary to establish that such Commitments, Loans or other obligations are in
registered form for purposes of Section 5f.103-1(c) of the United States Treasury Regulations.


(v)       Each
Lender which is an Irish Qualifying Lender that grants a participation to a participant that is not an Irish Qualifying Lender
in the Commitments and/or Loans to the Foreign Borrower shall notify the Foreign Borrower on the date it grants such participation
that the participant is not an Irish Qualifying Lender. Each such Lender shall promptly notify the Foreign Borrower if there is
any change in any participant’s status as an Irish Qualifying Lender and if no such notification is received by the Foreign
Borrower, the Foreign Borrower may assume that any such participant is an Irish Qualifying Lender.


(vi)       Each
Lender which is a Spanish Qualifying Lender that grants a participation to a participant that is not a Spanish Qualifying Lender
in the Commitments and/or Loans to the Spanish Borrower shall notify the Spanish Borrower on the date it grants such participation
that the participant is not a Spanish Qualifying Lender. Each such Lender shall promptly notify the Spanish Borrower if there is
any change in any participant’s status as a Spanish Qualifying Lender and if no such notification is received by the Spanish
Borrower, the Spanish Borrower may assume that any such participant is a Spanish Qualifying Lender.


(i)       Certain
Other Assignments and Participations. In addition to any other assignment or participation permitted pursuant to this Section
10.06 any Lender may pledge (without the consent of any Borrower or the Administrative Agent) all or any portion of its Loans,
the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including, without
limitation, any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating
circular issued by such Federal Reserve Bank, any other obligations to a federal or central bank and, in the case of any Lender
which is a fund, to secure obligations owed or securities issued by, such Lender as security for those obligations or security;
provided, that no Lender, as between any Borrower and such Lender, shall be relieved of any of its obligations hereunder
as a result of any such assignment and pledge; provided, further, that in no event shall the applicable Federal Reserve
Bank, pledgee or trustee, be considered to be a “Lender” or be entitled to require the assigning Lender to take or
omit to take any action hereunder.


(j)       Disqualified
Companies.




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(i)       No
assignment shall be made to any Person that was a Disqualified Company as of the date (the “Trade Date”) on
which the applicable Lender entered into a binding agreement to sell and assign all or a portion of its rights and obligations
under this Agreement to such Person (unless the Borrowers have consented to such assignment in which case such Person will not
be considered a Disqualified Company for the purpose of such assignment). For the avoidance of doubt, with respect to any assignee
that becomes a Disqualified Company after the applicable Trade Date, such assignee shall not retroactively be disqualified from
becoming a Lender. Any assignment in violation of this clause (j) shall not be void, but the other provisions of this clause (j)
shall apply.


(ii)       If
any assignment is made to any Disqualified Company without the Borrowers’ prior consent in violation of clause (i) above,
or if any Person becomes a Disqualified Company after the applicable Trade Date, the Borrowers may, at their sole expense and effort,
upon notice to the applicable Disqualified Company and the Administrative Agent, (A) terminate any Revolving Commitment of such
Disqualified Company and repay all obligations of the Borrowers owing to such Disqualified Company in connection with such Revolving
Commitment, (B) in the case of outstanding Term Loans held by Disqualified Companies, prepay such Term Loan by paying the lesser
of (x) the principal amount thereof and (y) the amount that such Disqualified Company paid to acquire such Term Loans, in each
case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and under
the other Loan Documents and/or (C) require such Disqualified Company to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in this Section 10.06), all of its interest, rights and obligations under this Agreement
and related Loan Documents to an Eligible Assignee that shall assume such obligations at the lesser of (x) the principal amount
thereof and (y) the amount that such Disqualified Company paid to acquire such interests, rights and obligations, in each case
plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and under the
other Loan Documents; provided, that (i) such assignment does not conflict with applicable laws and (ii) in the case of
clause (B), the Borrowers shall not use the proceeds from any Loans to prepay Term Loans held by Disqualified Companies.


(iii)       Notwithstanding
anything to the contrary contained in this Agreement, Disqualified Companies (A) will not (x) have the right to receive information,
reports or other materials provided to Lenders by any Borrower, the Administrative Agent or any other Lender, (y) attend or participate
in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders
or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for
purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction
to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any
other Loan Document, each Disqualified Company will be deemed to have consented in the same proportion as the Lenders that are
not Disqualified Companies consented to such matter, and (y) for purposes of voting on any plan of reorganization or plan of liquidation
pursuant to any Debtor Relief Laws (“Plan of Reorganization”), each Disqualified Company party hereto hereby
agrees (1) not to vote on such Plan of Reorganization, (2) if such Disqualified Company does vote on such Plan




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of
Reorganization notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and
shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor
Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan
of Reorganization in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief
Laws) and (3) not to contest any request by any party for a determination by the bankruptcy court (or other applicable court of
competent jurisdiction) effectuating the foregoing clause (2).


(iv)      The Administrative
Agent shall have the right, and the Borrowers hereby expressly authorize the Administrative Agent, to (A) post the list of Disqualified
Companies provided by the Borrowers and any updates thereto from time to time (collectively, the “DQ List”)
on the Platform, including that portion of the Platform that is designated for “public side” Lenders or (B) provide
the DQ List to each Lender requesting the same.


(k)       Enforcement
of Security Documents. Each Lender party hereto as of the Closing Date (each a “Closing Date Lender”) agrees
that, notwithstanding the assignment in full of all such Closing Date Lender’s Commitment and Loans hereunder, in connection
with any enforcement proceeding under the Security Documents, such Closing Date Lender shall cooperate with the Administrative
Agent, Collateral Agent and the Lenders to enforce the Security Documents, including without limitation, if requested by the Administrative
Agent to provide the Collateral Agent and/or Administrative Agent with powers of attorney to enable the Collateral Agent to enforce
the Spanish Security Documents, or, at the Administrative Agent’s discretion, arrange for, all Assignment Agreements with
respect to which such Closing Date Lender is an assignor to become a public registered document in accordance with the laws of
the Kingdom of Spain; provided, that the Borrowers shall only be responsible for the Lenders’ costs and expenses
in connection with actions taken pursuant to this sentence as provided in, and accordance with the terms of, the Spanish Security
Documents.


Section 10.07      Independence
of Covenants, Etc. All covenants, conditions and other terms hereunder and under the other Loan Documents shall be given independent
effect so that if a particular action or condition is not permitted by any of such covenants, conditions or other terms, the fact
that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant, condition or
other term shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.


Section
10.08      Survival of Representations, Warranties and Agreements.All representations, warranties and agreements made herein
shall survive the execution and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied
by law to the contrary, the agreements of each Loan Party set forth in Sections 2.18(c), 2.19, 2.20(e), 10.02, 10.03 and 10.04
and the agreements of Lenders set forth in Sections 2.17, 9.03(b), 9.06 and 9.09 shall survive the payment of the Loans.


Section
10.09      No Waiver; Remedies Cumulative. No failure or delay or course of dealing on the part of any Agent or any Lender in
the exercise of any power, right, remedy or privilege hereunder or under any other Loan Document shall impair such power, right,
remedy or privilege




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or be construed to be a waiver of any default
or acquiescence therein, nor shall any single or partial exercise of any such power, right, remedy or privilege preclude other
or further exercise thereof or of any other power, right, remedy or privilege. The rights, powers, remedies and privileges given
to each Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers, remedies
and privileges existing by virtue of any statute or rule of law or in any of the other Loan Documents or any of the Hedge Agreements.
Any forbearance or failure to exercise, and any delay in exercising, any right, power, remedy or privilege hereunder shall not
impair any such right, power, remedy or privilege or be construed to be a waiver thereof, nor shall it preclude the further exercise
of any such right, power, remedy or privilege. Without limiting the generality of the foregoing, the making of any Credit Extension
shall not be construed as a waiver of any Default or Event of Default, regardless of whether any Agent or Lender may have had notice
or knowledge of such Default or Event of Default at the time of the making of any such Credit Extension.


Notwithstanding anything to
the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the
other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at
law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance
with Section 8.01 for the benefit of all the Lenders; provided, that the foregoing shall not prohibit (a) the Administrative
Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative
Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 10.04
(subject to the terms of Section 2.17), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its
own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that
if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required
Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.01 and (ii) in addition to the
matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 2.17, any Lender may, with the consent
of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.


Section 10.10      Marshaling;
Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Loan
Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Loan Party makes a
payment or payments to the Administrative Agent or Lenders (or to the Administrative Agent, on behalf of Lenders), or any Agent
or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such
enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common
law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied,
and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such
payment or payments had not been made or such enforcement or setoff had not occurred.


Section
10.11      Severability. In case any provision in or obligation hereunder or under any other Loan Document shall be invalid,
illegal or unenforceable in any jurisdiction, the validity,




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legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired
thereby (it being understood that the invalidity, illegality or unenforceability of a particular provision in a particular jurisdiction
shall not in and of itself affect the validity, legality or enforceability of such provision in any other jurisdiction). The parties
hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid, legal
and enforceable provisions the economic effect of which comes as close as reasonably possible to that of the invalid, illegal or
unenforceable provisions.


Section 10.12      Obligations
Several; Independent Nature of Lenders’ Rights. The obligations of Lenders hereunder are several and no Lender shall
be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other Loan
Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an
association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a
separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall
not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.


Section 10.13      Table of
Contents and Headings. The Table of Contents hereof and Article and Section headings herein are included herein for convenience
of reference only and shall not constitute a part hereof for any other purpose, modify or amend the terms or conditions hereof,
be used in connection with the interpretation of any term or condition hereof or be given any substantive effect.


Section 10.14      APPLICABLE
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


Section 10.15      CONSENT
TO JURISDICTION. SUBJECT TO CLAUSE (E) OF THE FOLLOWING SENTENCE, ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY
ARISING OUT OF OR RELATING HERETO OR ANY OTHER LOAN DOCUMENT, OR ANY OF THE OBLIGATIONS, SHALL BE BROUGHT IN ANY STATE OR FEDERAL
COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY
HERETO, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, HEREBY EXPRESSLY AND IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY
THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS (OTHER THAN WITH RESPECT TO ACTIONS BY ANY AGENT IN RESPECT OF RIGHTS UNDER
ANY SECURITY AGREEMENT GOVERNED BY A LAWS OTHER THAN THE LAWS OF THE STATE OF NEW YORK OR WITH RESPECT TO ANY COLLATERAL SUBJECT
THERETO); (B) WAIVES (I) JURISDICTION AND VENUE OF COURTS IN ANY OTHER JURISDICTION IN WHICH IT MAY BE ENTITLED TO BRING SUIT
BY REASON OF ITS PRESENT OR FUTURE DOMICILE OR OTHERWISE AND (II) ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE
OF ALL PROCESS IN ANY SUCH




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PROCEEDING IN ANY SUCH COURT MAY BE MADE
BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE LOAN PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE
WITH SECTION 10.01; (D)  AGREES THAT SERVICE AS PROVIDED
IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE LOAN PARTY IN ANY SUCH PROCEEDING IN ANY
SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E)  AGREES
THAT THE AGENTS AND THE LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS
AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS UNDER ANY SECURITY
DOCUMENT OR THE ENFORCEMENT OF ANY JUDGMENT. In connection with any action, suit, proceeding or claim arising out of or relating
to this Agreement, the Loan Documents, the Obligations or the transactions contemplated hereby or thereby, each of Parent, the
Borrowers and the Loan Parties irrevocably designates and appoints the U.S. Borrower, with the address 2410 Lillyvale Ave., Los
Angeles, CA 90032-3514 (the “Process Agent”) as its authorized agent upon which process may be served in any
action, suit, proceeding or claim arising out of or relating to this Agreement, the Loan Documents, the Obligations or the transactions
contemplated hereby and thereby that may be instituted by any Agent, Arranger, Bookrunner or Lender or any other Indemnitee in
any such New York State or Federal court or brought by any Agent, Arranger, Bookrunner or Lender or any other Indemnitee under
United States Federal or state laws. Each of Parent, the Borrowers and the Loan Parties hereby agrees that service of any process,
summons, notice or document by U.S. registered mail addressed to the Process Agent, with written notice of said service to each
of Parent, the Borrowers and the Loan Parties at the address provided in accordance with Section 10.01, shall be effective service
of process for any action, suit, proceeding or claim brought in any such New York State or Federal court. Each of Parent, the
Borrowers and the Loan Parties further agrees to take any and all action, including without limitation execution and filing of
any and all such documents and instruments as may be necessary to continue the designation and appointment of the Process Agent
for a period of six years from the Closing Date to the sixth anniversary of the termination of this Agreement and all Loan Documents
in accordance with their terms.


Section 10.16      WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS
OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT
IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN
ANY COURT (INCLUDING ANY APPELLATE COURT THEREOF) AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT
THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING
INTO THIS




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AGREEMENT, AND THAT EACH WILL CONTINUE TO
RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS
WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN
WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER WILL APPLY TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS
OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT
TO A TRIAL BY THE COURT (INCLUDING ANY APPELLATE COURT THEREOF).


Section 10.17      Confidentiality.
Each Agent (which term shall for the purposes of this Section 10.17 include the Arrangers) and each Lender shall hold all Non-Public
Information regarding the Group and their businesses identified as such by the Borrower Representative and obtained by such Agent
or such Lender pursuant to the requirements hereof in accordance with such Agent’s and such Lender’s customary procedures
for handling confidential information of such nature, it being understood and agreed by the Borrower Representative that, in any
event, the Administrative Agent may disclose such information to the Lenders and each Agent and each Lender may make (a) disclosures
of such information to their Affiliates and their and their Affiliates’ respective officers (who, both the Affiliates and
their Affiliates’ respective officers may as well disclose such information to other of its Affiliates or respective officers,
who shall be bound by the same obligations set out in this Section 10.17) or Related Funds of such Lender or Agent and to their
respective Related Parties (and to other Persons authorized by a Lender or Agent to organize, present or disseminate such information
in connection with disclosures otherwise made in accordance with this Section 10.17); provided, that such Persons are advised
of and directed to abide by either the provisions of this Section 10.17 or other provisions at least as restrictive as this Section
10.17, (b) disclosures of such information reasonably required by (i) any pledgee referred to in Section 10.06(h) (or the professional
advisors thereto), (ii) any bona fide or potential assignee, transferee or participant (or the professional advisors thereto)
in connection with the contemplated assignment, transfer or participation of any Loans or any participations therein, (iii) any
bona fide or potential direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative
transaction relating to any Borrower and its obligations, this Agreement or payments hereunder or (iv) any direct or indirect
investor or prospective investor in a Related Fund (or the professional advisors thereto); provided, that such pledgees,
assignees, transferees, participants, counterparties, advisors and investors are advised of and agree to be bound by either the
provisions of this Section 10.17 or other provisions at least as restrictive as this Section 10.17, (c) disclosure to (i) any
rating agency or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers
or other market identifiers with respect to the credit facilities provided hereunder, in each case when required by it; provided,
that prior to any disclosure, such rating agency or CUSIP Service Bureau shall be instructed to preserve the confidentiality of
any confidential information relating to the Loan Parties received by it from any Agent or any Lender, (d) disclosures in connection



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with the exercise of any remedies hereunder
or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement
of rights hereunder or thereunder, (e) disclosures required or requested by any governmental agency or representative thereof or
by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory
authority), or by the NAIC or pursuant to legal or judicial process; provided, that unless specifically prohibited by applicable
law or court order, each Lender and each Agent shall make reasonable efforts to notify the Borrower Representative of any request
by any governmental agency or representative thereof (other than any such request in connection with any examination of the financial
condition or other routine examination of such Lender by such governmental agency) for disclosure of any such Non-Public Information
prior to disclosure of such information so that the Borrower Representative may seek a protective order or other appropriate remedy
or waive the provisions of this Section 10.17, (f) disclosures with the consent of the Borrower Representative, (g) to the extent
information (x) becomes publicly available other than as a result of a breach of this Section 10.17, (y) becomes available to the
Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the
Loan Parties or (z) is independently discovered or developed by a party hereto without utilizing any Non-Public Information received
from the Borrowers or violating the terms of this Section 10.17, (h) to the extent required by applicable laws or regulations or
by any subpoena or similar legal process, and (i) to any other party hereto. If the Borrower Representative elects not to seek,
or is unsuccessful in obtaining, any such protective order or other remedy or, in the absence of the receipt of a waiver hereunder,
any Lender or Agent, as applicable, is compelled to disclose any Non-Public Information to any tribunal or else stand liable for
contempt, such Lender or Agent, as applicable, may disclose the Non-Public Information to the tribunal to the extent legally required
(as determined by it); provided, that such Lender or Agent, as applicable to the extent permitted by applicable law, will
use its commercially reasonable efforts to obtain, at the request of the Borrower Representative and at the Borrower Representative’s
expense, an order or assurance that confidential treatment will be accorded to such portion of the Non-Public Information required
to be disclosed. In addition, each Agent and each Lender may disclose the existence of this Agreement and the information about
this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Agents
and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents and the Commitments.
For the avoidance of doubt, nothing in this Agreement or in any other Loan Document shall permit disclosure of Non-Public Information
to any Disqualified Company.





Section 10.18      Usury Savings
Clause. Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations,
including all charges or fees in connection therewith deemed in the nature of interest under applicable law, shall not exceed the
Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any
time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful
Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the
stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans made hereunder
are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total
amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times
been in effect, then to the extent permitted by law, such Borrower shall pay to the Administrative Agent




    191 


     

    

an amount equal to the difference between the
amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been
in effect. Notwithstanding the foregoing, it is the intention of Lenders and each Borrower to conform strictly to any applicable
usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess
of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s
option be applied to the outstanding amount of the Loans made hereunder or be refunded to the applicable Borrower.


Section 10.19      Counterparts.
This Agreement may be executed in any number of counterparts (and by different parties hereto on different counterparts), each
of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one
and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic
transmission will be effective as delivery of a manually executed counterpart thereof.


Section 10.20      Executive
Proceedings. Each Spanish Security Document shall be formalized in a Spanish Public Document so that it may have the status
of an executive title for all purposes contemplated in Article 517, number 4 of the Spanish Civil Procedure Law (law 1/2000 of
7 January) and, for the purposes of the executive proceedings contemplated therein, the Spanish Loan Parties and the Lenders agree
that the amounts due and payable will be the amounts appearing in the Register according to Section 2.07(b) above as certified
by the Administrative Agent.


Section 10.21      Effectiveness;
Entire Agreement; No Third Party Beneficiaries. This Agreement shall become effective upon the execution of a counterpart
hereof by each of the parties hereto and receipt by the Borrowers and the Administrative Agent of written notification of such
execution and authorization of delivery thereof. This Agreement, the other Loan Documents, and any fee letter entered into in
connection herewith represent the entire agreement of the Group, the Agents, the Arrangers, the Bookrunners and the Lenders with
respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any Agent, Arranger,
Bookrunner or Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan
Documents. Nothing in this Agreement or in the other Loan Documents, express or implied, shall be construed to confer upon any
Person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder and, to the extent
expressly contemplated hereby, Affiliates of each of the Agents and Lenders, holders of participations in all or any part of a
Lender’s Commitments, Loans or in any other Obligations, and the Indemnitees) any rights, remedies, obligations, claims
or liabilities under or by reason of this Agreement or the other Loan Documents. In the event of any conflict between the provisions
of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided, that
the inclusion of supplemental rights or remedies in favor of any Agent or the Lenders in any other Loan Document shall not be
deemed a conflict with this Agreement.


Section 10.22      PATRIOT
Act. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Loan Party
that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies each
Loan Party, which information includes the name and address of each Loan Party and other information that shall allow such Lender
or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the PATRIOT Act.




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Section 10.23      Electronic
Execution of Assignments and Certain other Documents. The words “execute,” “execution,” “signed,”
 “signature,” and words of like import in or related to any document to be signed in connection with this Agreement
and the transactions contemplated hereby (including without limitation Assignment Agreements, amendments or other modifications,
Borrowing Notices, Conversion/Continuation Notices, waivers and consents) shall be deemed to include electronic signatures, the
electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or
the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually
executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided,
that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept
electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures
approved by it.


Section 10.24      No Fiduciary
Duty. Each Agent, each Lender, each Arranger, each Bookrunner and their respective Affiliates (collectively, solely for purposes
of this Section 10.24, the “Lenders”), may have economic interests that conflict with those of each Borrower,
its stockholders and/or its Affiliates and no Lender has any obligation to disclose any of such interests to any Borrower, its
stockholders and/or its Affiliates. Each Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create
an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such
Borrower, its stockholders or its Affiliates, on the other. The Loan Parties acknowledge and agree that (x) the transactions contemplated
by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial
transactions between the Lenders, on the one hand, and the Borrowers, on the other, and (y) in connection therewith and with the
process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of any Borrower, its stockholders
or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto)
or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Borrower,
its stockholders or its Affiliates on other matters) or any other obligation to any Borrower except the obligations expressly set
forth in the Loan Documents, (ii) each Lender is acting solely as principal and not as the agent or fiduciary of any Borrower,
its management, stockholders, creditors or any other Person and (iii) no Lender has any obligation to the Borrowers or any of their
respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein
and in the other Loan Documents. Each Borrower acknowledges and agrees that such Borrower has consulted its own legal and financial
advisors to the extent it deemed appropriate and that it is (x) is capable of evaluating, and understands and accepts, the terms,
risks and conditions of the transactions contemplated hereby and by the other Loan Documents and (y) responsible for making its
own independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees that it will not
claim and to the fullest extent permitted by law, hereby waives and releases any claim that it may have against any Lender (i)
that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Borrower,
in connection with such transaction or the process










    193


     


    

 


leading thereto Lenders and (ii) with respect to any breach
or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


Section 10.25      Judgment
Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other
Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal
banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding
that on which final judgment in given. The obligation of any Borrower in respect of such sum due from it to the Administrative
Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment
Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement
(the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the
Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with
normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so
purchased is less than the sum originally due to the Administrative Agent from the applicable Borrower in the Agreement Currency,
such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or
the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater
than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount
of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable law).


Section 10.26      Acknowledgment
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any
other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any
Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be
subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and
agrees to be bound by:


(a)       the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any Lender 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




    194


     


    

(iii)       the variation
of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.


Section 10.27      Acknowledgment
Regarding any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for
Hedge 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 provision 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.


(b)       As
used in this Section 10.27, the following terms have the following meanings:


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


“Covered Entity”
means any of the following: (1) a “covered entity” as that term is defined in and interpreted in accordance with 12
C.F.R. § 252.82(b); (2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
 § 47.3(b) or (3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
382.2(b).


“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.




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“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).


Section 10.28      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 any 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 Employee
Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans,
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 Commitments and this Agreement.


(iii)       (A)
such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI
of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,
participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in,
administration of and performance of the Loans, 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 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 any Borrower or any other Loan Party,
that




    196


     


    

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 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).


(c)       As used in this
Section 10.28, the following terms have the following meanings:


“Employee 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 Internal Revenue 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 Internal Revenue
Code) the assets of any such “employee benefit plan” or “plan”.


“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.


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Schedule 1.01(a)


Tranche B Term Loan Commitments


 


	Lender	Dollar Tranche
    B Term Loan Commitment
	Bank
    of America, N.A.	$2,500,000,000
	Total	$2,500,000,000


 


 


	Lender	Euro Tranche
    B Term Loan Commitment
	Banco Bilbao Vizcaya Argentaria
    S.A.	€204,000,000
	Bank
    of America Merrill Lynch International

    Limited Designated Activity Company	€408,000,000
	BNP Paribas S.A., Sucursal
    En España	€272,000,000
	HSBC France	€272,000,000
	J.P. Morgan AG	€204,000,000
	Total	€1,360,000,000



Schedule 1.01(b)






     


     


    

 


Revolving Commitments


	Lender	Revolving
    Commitment
	Banco
    Bilbao Vizcaya Argentaria S.A.	15%
	Bank
    of America, N.A.	30%
	BNP
    Paribas S.A., Sucursal En España	20%
	HSBC
    France	20%
	JPMorgan
    Chase Bank, N.A	15%
	Total	100%




     


     

    

Schedule 1.01(c)


Agreed Security Principles


(A) Considerations


In determining what Collateral
will be provided in support of the Obligations (and any related hedging arrangements in respect of the types of liabilities and/or
risks which are required to be hedged under this Agreement) the following matters will be taken into account:


		(a)	Collateral shall not be created or perfected to the extent that it would result in any breach of
corporate benefit, financial assistance, fraudulent preference or thin capitalisation laws or regulations (or analogous restrictions)
of any applicable jurisdiction;



		(b)	Collateral shall not be created or perfected to the extent that it would result in a significant
risk to the officers of the relevant grantor of Collateral of contravention of their fiduciary duties and/or of civil or criminal
liability;



		(c)	Collateral shall not be created or perfected to the extent that it would result in costs that,
in the opinion of the Collateral Agent and the Borrower Representative (in each case, acting reasonably), are disproportionate
to the benefit obtained by the beneficiaries of that Collateral;



		(d)	specific provisions of local law as advised by the advisors to the Collateral Agent and the advisors
to the Borrowers;



		(e)	the Collateral shall not be created or perfected to the extent that the ability of the company
to provide security to Secured Parties would have a material adverse effect on the ability of the relevant Loan Party to conduct
its operations and business in the ordinary course as permitted by the Loan Documents;



		(f)	if in a jurisdiction security over an asset or a class of assets can be taken by way of an undisclosed
document and by way of a disclosed document, security shall be taken by way of an undisclosed document if such undisclosed document
does not result in a material decrease (relative to a disclosed document) in the qualities or strength of such security;



		(g)	if in a jurisdiction security over an asset or a class of assets can be taken by way of an unregistered
document and by way of a registered document, security shall be taken by way of an unregistered document if such unregistered document
does not result in a material decrease (relative to a registered document) in the qualities or strength of such security; and



		(h)	the commercial sensitivities related to the taking of a disclosed security interest over trade
receivables.





     


     

    

For the avoidance of doubt,
in these Agreed Security Principles, “cost” includes, but is not limited to, income tax cost, registration taxes payable
on the creation or enforcement or for the continuance of any Collateral, stamp duties, out-of-pocket expenses, and other reasonable
and documented fees and expenses directly incurred by the relevant grantor of Collateral or any of its direct or indirect owners,
subsidiaries or Affiliates.


It is acknowledged and
agreed that the (A) only Collateral required to be delivered as of the Closing Date by the Foreign Loan Parties are (i) the Equity
Interests issued by the Foreign Borrower, (ii) the Equity Interests issued by each Spanish Loan Party (other than the Parent) and
(iii) the blood plasma inventory of the Foreign Borrower located or held in the United States or Spain and (B) the Spanish Security
Documents shall secure Obligations arising in respect of the Loans, but shall not secure the Hedging Obligations.


(B) Obligations to be Secured


		1.	Subject to (A) (Considerations) and to paragraph 2 below, the obligations to be secured
are the Secured Obligations (as defined below). The Collateral is to be granted in favor of the Collateral Agent on behalf of each
Secured Party.



For ease of reference, the following
definitions should, to the extent legally possible, be incorporated into each Security Document (with the capitalized terms used
in them having the meaning given to them in the Credit Agreement):


“Secured Obligations”
means all the Obligations and all other present and future obligations at any time due, owing or incurred by any member of the
Group and by each Loan Party to any Secured Party under the Loan Documents, both actual and contingent and whether incurred solely
or jointly and as principal or surety or in any other capacity.


“Secured Parties”
means the Agents, the Lenders and the Lender Counterparties and shall include, without limitation, all former Agents, Lenders and
Lender Counterparties to the extent that any Obligations owing to such Persons were incurred while such Persons were Agents, Lenders
or Lender Counterparties and such Obligations have not been paid or satisfied in full.


		2.	The secured obligations will be limited:



2.1       to
avoid any breach of corporate benefit, financial assistance, fraudulent preference, thin capitalization rules or the laws or regulations
(or analogous restrictions) of any applicable jurisdiction; and


2.2       to
avoid any risk to officers of the relevant member of the Group that is granting the Collateral of contravention of their fiduciary
duties and/or civil or criminal or personal liability.


(C) General




     


     

    

Where
appropriate, defined terms in the Security Documents should mirror those in this Agreement.


The
form of guarantee is set out in Article VII (Guaranty) of this Agreement and, with respect to any additional Guarantor,
is subject to any limitations set out in the Counterpart Agreement applicable to such additional Guarantor.


Each
Security Document shall be completed, to the extent possible, as soon as practicable and shall comply with the requirements and
legal formalities under local law, to ensure full and prompt enforceability.


The
Collateral shall, to the extent possible under local law, be enforceable on the occurrence of an Event of Default.


The
provisions of each Security Document will not impose additional covenants on the relevant obligors unless determined by the legal
advisers to the Collateral Agent (acting reasonably) to be necessary to:


(a)       create
or perfect security;


(b)       preserve
the value and condition of the charged assets; and/or


(c)       protect
the interests of the Collateral Agent and/or the Secured Parties.


(D)
Undertakings/Representations and Warranties


Any representations, warranties or undertakings
which are required to be included in any Security Document shall reflect (to the extent to which the subject matter of such representation,
warranty and undertaking is the same as the corresponding representation, warranty and undertaking in this Agreement) the commercial
deal set out in this Agreement (save to the extent that Secured Parties’ local counsel deem it necessary to include any further
provisions (or deviate from those contained in this Agreement) in order to protect or preserve the Collateral granted to the Secured
Parties).




     


     

    

Schedule 4.01


Jurisdictions of Organization and Qualification;
Capital Structure


 


	Entity	Jurisdiction
	Grifols, S.A.	Spain
	Grifols Shared Services North America,
    Inc.	US – VA
	Grifols Therapeutics LLC	US – DE
	Grifols Biologicals LLC	US – DE
	Biomat USA, Inc.	US – DE
	Talecris Plasma Resources, Inc.	US – DE
	Instituto Grifols, S.A.	Spain
	Grifols Movaco, S.A.	Spain
	Laboratorios Grifols, S.A.	Spain
	Diagnostic Grifols, S.A.	Spain
	Grifols Italia S.p.A.	Italy
	Grifols Deutschland GmbH	Germany
	Biomat, S.A.	Spain
	Grifols Engineering, S.A.	Spain
	Grifols International, S.A.	Spain
	Grifols Brasil, Ltda.	Brasil
	Grifols Chile, S.A.	Chile
	Grifols France, S.A.R.L.	France
	Grifols Mexico S.A. de C.V.	Mexico
	Grifols s.r.o.	Czech Republic
	Grifols UK Ltd.	United Kingdom




     


     

    

 


	Entity	Jurisdiction
	Grifols Argentina, S.A.	Argentina
	Grifols Asia Pacific PTE Ltd.	Singapore
	Grifols (Thailand) Ltda.	Thailand
	Grifols Malaysia Sdn Bhd	Malaysia
	Grifols Polska S.p.z.o.o	Poland
	Grifols Viajes, S.A.	Spain
	Logística Grifols, S.A. de C.V.	Mexico
	Squadron Reinsurance Designated Activity Company	Ireland
	Grifols Nordic AB	Sweden
	Grifols Colombia, Ltda.	Colombia
	Araclon Biotech, S.L.	Spain
	VCN Biosciences, S.L.	Spain
	Grifols USA, LLC	US – FL
	Grifols Australia Pty Ltd.	Australia
	Medion Grifols Diagnostics AG	Switzerland
	Grifols Worldwide Operations Limited	Ireland
	Grifols Worldwide Operations USA, Inc.	US – DE
	Chiquito Acquisition Corp.	US – DE
	Progenika Biopharma, S.A.	Spain
	Grifols Diagnostic Solutions Inc.	US – DE
	Grifols (H.K.), Limited	Hong-Kong
	Grifols Canada, Ltd.	Canada


 




     


     

    

 


 


	Entity	Jurisdiction
	Grifols Pharmaceutical Technology (Shanghai) Co., Ltd.	People's Republic of China
	Grifols Japan K.K.	Japan
	Grifols Portugal, Ltda.	Portugal
	Grifols Switzerland AG	Switzerland
	Grifols Diagnostics Equipment Taiwan Limited	Taiwan
	Grifols India Healthcare Private Limited	India
	Grifols Innovation and New Technologies Limited	Ireland
	Gripdan Invest, S.L.	Spain
	Aigües Minerals de Vilajuiga, S.A.	Spain
	Goetech LLC	US – DE
	Interstate Blood Bank, Inc.	US – TN
	Kiro Grifols, S.L.	Spain




     


     

    

Capital Structure


See attached.




     


     

    

GRIFOLS


ESTRUCTURA LEGAL 


 


LEGAL STRUCTURE


 




     


     

    

 


 


	Company
    Name	Company
    Code
	Aigües Minerals de Vilajuiga, S.A.	00B7
	Biomat, S.A.	0040
	Grifols Argentina, S.A.	0052
	Grifols Asia Pacifil Pte Ltd	0071
	Grifols Malaysia Sdn Bhd	0074
	Grifols (Thailand) Ltda.	0072
	Grifols Australia Pty Ltd.	0081
	Grifols Brasil Ltda.	0062
	Grifols Chile, S.A.	0051
	Grifols Colombia Ltda.	0086
	Grifols Deutschland, Gmbh	0089
	Grifols Diagnostic Equipment Taiwan Limited	00A5
	Instituto Grifols, S.A.	0032
	Biomat USA Inc.	0065
	Biomat USA South, inc	00C6
	Talecris Plasma Resources Inc.	0091
	Grifols Shared Services North America Inc.	0068
	Grifols USA LLC	0057
	Grifols Biologicals LLC	0067
	Grifols Therapeutics LLC	0090
	Grifols Canada, Ltd	00A4
	Goetech LLC	00C1
	Singulex, Inc	00B1
	Grifols Diagnostic Solutions, Inc	0096
	Grifols (H.K.), Limited	0098
	Medion Grifols Diagnostic AG	0084
	Diagnostic Grifols, S.A.	0033
	Grifols Engineering, S.A.	0042
	Grifols France S.A.R.L.	0063
	Grifols India Healthcare Private Ltd	00A2
	Grifols International,S.A.	0041
	Grifols Italia. S.p.A.	0059
	Grifols Japan K. K.	0099
	Grifols México, S.A. de C.V.	0078
	Grifols Movaco,S.A.	0034
	Grifols Portugal Ltda.	0055
	Grifols Nordic AB (Sweden)	0087
	Grifols Pharmaceutical Technology (Shanghai)
    Co., L	0095
	GPTS Branch	00A1
	Grifols s.r.o.	0056
	Grifols Polska S.p.zo.o	0075
	Grifols Switzerland AG	0097
	Grifols UK Ltd.	0058
	Grifols Viajes,S.A.	0045
	Grifols Worldwide Operations Limited	0094
	Squadron Reinsurance Designed Activity Company	0066
	Grifols Worldwide Operations USA Inc.	0050
	Grifols Innovation and New Technologies Ltd	00A6
	AlbaJuna Therapeutics S.L.	00A7
	Alkahest, Inc	0016
	Araclon Biotech, S.L.	0048
	Aradigm Corporation	0019
	GigaGen Inc.	00B8
	Medcom Advance, S.A.	00C7
	VCN Biosciences, S.L.	0021
	Plasmavita Healthcare GmbH	00B9
	Plasmavita Healthcare II GmbH	00C8
	Interstate Blood Bank, Inc.	00A8
	Chiquito Acquisition Corp.	00B4
	Access Biologicals, LLC.	00B5
	Access Biologicals IC-DISC, Inc.	N/A
	Access Cell Culture, LLC.	N/A
	Access Plasma, LLC.	N/A
	Gripdan Invest, S.L.	0039
	Kiro Grifols, S.L.	0017
	Laboratorios Grifols, S.A.	0037
	Logística Grifols, S.A. de C.V.	0054
	Progenika Biopharma, S.A.	0029
	Mecwins	00C5


 




     


     

    

 






     


     

    

 






     


     

    

 






     


     

    

 


Schedule 4.02


Equity Interests and Ownership


	 	 	# of Shares	Total Shares
	Group
    Member	Issuer	Owned	Outstanding
	Grifols,
    S.A.	Instituto
    Grifols, S.A.	51,180	51,181
	Grifols
    International, S.A.	Instituto
    Grifols, S.A.	1	51,181
	Grifols,
    S.A.	Biomat,
    S.A.	999	1,000
	Grifols
    International, S.A.	Biomat,
    S.A.	1	1,000
	Grifols,
    S.A.	Grifols
    Engineering, S.A.	1,999	2,000
	Grifols
    International, S.A.	Grifols
    Engineering, S.A.	1	2,000
	Grifols,
    S.A.	Grifols
    Shared Services North America, Inc.	1	1
	Grifols,
    S.A.	Laboratorios
    Grifols, S.A.	725,402	725,403
	Grifols
    International, S.A.	Laboratorios
    Grifols, S.A.	1	725,403
	Grifols
    Diagnostic Solutions Inc.	Diagnostic
    Grifols, S.A.	55,999	56,000
	Grifols
    International, S.A.	Diagnostic
    Grifols, S.A.	1	56,000
	Grifols,
    S.A.	Grifols
    International, S.A.	47,581	47,582
	Grifols
    Movaco, S.A.	Grifols
    International, S.A.	1	47,582
	Grifols,
    S.A.	Grifols
    Brasil, Ltda.	2,014,365	2,014,373
	Grifols
    International, S.A.	Grifols
    Brasil, Ltda.	2	2,014,373
	Grifols,
    S.A.	Grifols
    Chile, S.A.	198,000	200,000
	Grifols,
    S.A.	Grifols
    Deutschland, GmbH	1	1
	Grifols,
    S.A.	Grifols
    France, S.A.R.L.	8,541	8,542
	Grifols
    International, S.A.	Grifols
    France, S.A.R.L.	1	8,542
	Grifols,
    S.A.	Grifols
    Italia, S.p.A.	6,000	6,000




     


     

    

 


	 	 	# of Shares	Total Shares
	Group Member	Issuer	Owned	Outstanding
	Grifols,
    S.A.	Grifols
    Mexico S.A. de C.V.	4,999	5,000
	Logística
    Grifols, S.A. de C.V.	Grifols
    Mexico S.A. de C.V.	1	5,000
	Grifols,
    S.A.	Grifols
    s.r.o.	200	200
	Grifols,
    S.A.	Grifols
    UK Ltd.	3,000	3,000
	Grifols,
    S.A.	Grifols
    Movaco, S.A.	80,019	80,020
	Grifols
    International, S.A.	Grifols
    Movaco, S.A.	1	80,020
	Grifols,
    S.A.	Grifols
    Argentina, S.A.	12,351	13,000
	Grifols
    International, S.A.	Grifols
    Argentina, S.A.	649	13,000
	Grifols,
    S.A.	Grifols
    Asia Pacific PTE Ltd.	720,000	720,000
	Grifols,
    S.A.	Grifols
    Polska S.p.z.o.o	100	100
	Grifols,
    S.A.	Grifols
    Viajes, S.A.	999	1,000
	Grifols
    International, S.A.	Grifols
    Viajes, S.A.	1	1,000
	Grifols,
    S.A.	Logística
    Grifols, S.A. de C.V.	999	1,000
	Grifols
    México, S.A. de C.V.	Logística
    Grifols, S.A. de C.V.	1	1,000
	Grifols
    Worldwide Operations Limited	Squadron
    Reinsurance Designated Activity Company Ltd.	635,001	635,001
	Grifols
    Worldwide Operations Limited	Grifols
    Worldwide Operations USA, Inc.	100	100
	Grifols
    Worldwide Operations Limited	Chiquito
    Acquisition Corp.	1	1
	Grifols,
    S.A.	Grifols
    Nordic AB	1,000	1,000
	Grifols,
    S.A.	Grifols
    Colombia, Ltda	10,000	10,001
	Grifols
    International, S.A.	Grifols
    Colombia, Ltda	1	10,001




     


     

    




	 	 	# of Shares	Total Shares
	Group Member	Issuer	Owned	Outstanding
	Instituto Grifols, S.A.	Biomat USA, Inc.  	100  	200  
	Grifols Shared Services North America, Inc.	Biomat USA, Inc.    	100    	200    
	Grifols Shared Services North America, Inc.	Grifols Biologicals LLC  	1 membership unit  	N/A  
	Grifols Shared Services North America, Inc.	Grifols Therapeutics LLC  	1 membership unit  	N/A  
	Grifols Shared Services North America, Inc.	Grifols USA, LLC  	1 membership unit  	N/A  
	Grifols,
    S.A.	Grifols
    Australia Pty Ltd.	100%	100%
	Grifols Diagnostic Solutions Inc.	Medion Grifols Diagnostics AG  	3,000  	3,000  
	Grifols,
    S.A.	Grifols
    Worldwide Operations Limited	1	1
	Grifols,
    S.A.	Progenika
    Biopharma, S.A.	1,230,746	1,230,747
	Grifols International, S.A.	Progenika Biopharma, S.A.  	1  	1,230,747  
	Grifols Shared Services North America Inc.    	Grifols Diagnostic Solutions Inc.        	60 Series A Common Stock/50 Series B Common Stock	100 Series A Common Stock/100 Series B Common Stock
	Grifols, S.A.        	Grifols Diagnostic Solutions Inc.        	40 Series A Common Stock/50 Series B Common Stock	100 Series A Common Stock/100 Series B Common Stock
	Biomat
    USA, Inc.	Talecris
    Plasma Resources, Inc.	1,000	1,000
	Grifols Therapeutics LLC	Grifols Canada, Ltd.  	1,000  	1,000  
	Grifols, S.A.  	Grifols Pharmaceutical Technology (Shanghai) Co., Ltd.	100%  	100%  
	Grifols,
    S.A.	Grifols
    Japan K.K.	25,000	25,000
	Grifols,
    S.A.	Grifols
    Switzerland AG	10,000	10,000









     


     

    

 


	 	 	# of Shares	Total Shares
	Group Member	Issuer	Owned	Outstanding
	Grifols,
    S.A.	Grifols
    India Healthcare Private Ltd.	12,765	12,767
	Grifols
    International, S.A.	Grifols
    India Healthcare Private Ltd.	2	12,767
	Grifols,
    S.A.	Gripdan
    Invest, S.L.	3,006	3,006
	Grifols,
    S.A.	Grifols
    Diagnostics Equipment Taiwan Limited	650,000	650,000
	Grifols
    Movaco, S.A.	Grifols
    Portugal, Ltda.	5
    cuotas	6
    cuotas
	Grifols,
    S.A.	Grifols
    Portugal, Ltda.	1
    cuota	6
    cuotas
	Grifols
    Asia Pacific PTE Ltd.	Grifols
    (Thailand) Ltda.	1,500
    (100% voting rights)	5,000
	Grifols
    Asia Pacific PTE Ltd.	Grifols
    Malaysia Sdn Bhd	72,000
    (100% voting rights)	150,000
	Grifols
    Worldwide Operations Limited	Grifols
    Innovation and New Technologies Ltd	1	1
	Grifols
    Diagnostic Solutions Inc.	Grifols
    (H.K.), Limited	400,000,000	400,000,000
	Grifols
    Innovation and New Technologies Ltd.	Araclon
    Biotech, S.L.	8,839	11,842
	Grifols
    Innovation and New Technologies Ltd.	VCN Biosciences,
    S.L.	123,979	152,421
	Grifols,
    S.A.	Aigües
    Minerals de Vilajuiga, S.A.	74,999	75,000
	Grifols
    International, S.A.	Aigües
    Minerals de Vilajuiga, S.A.	1	75,000
	Grifols
    Shared Services North America, Inc.	Goetech
    LLC	510	931.4
	Biomat
    USA, Inc.	Interstate
    Blood Bank, Inc.	185	185
	Grifols,
    S.A.	Kiro Grifols,
    S.L.	270	300




     


     

    

Existing Options, Warrants, Calls, Rights,
Commitments or Other Agreements


		1.	Commitment of financing of the development of Phase A and B of VCN projects if they overcome the estimated amount. The financing
would be through capital contribution.



		2.	Call right of Medkeeper at any time between closing (2018) and third anniversary





     


     

    

Schedule 4.12


Material Real Estate Assets


Owned Property


	Asset Description	 	Owner	 	Address	 	Acquisition
 Cost	 	 	Acquisition
 Date
	Building NFF (0190-NNFF)	 	Grifols Therapeutics LLC	 	8368 US Highway 70  

    West  Clayton  
 North Carolina 27520  (U.S.A.)	 	$	197,541,000	 	 	March 27, 2015
	Clayton Building  & land  

    (0190-0000 
 Land  & Facility)	 	Grifols Therapeutics LLC	 	8368 US Highway
  70  West  Clayton  

    North Carolina 27520  (U.S.A.)	 	$	93,512,000	 	 	June 1, 2011





     


     

    

Schedule 5.20


Post-Closing Matters


		1.	The Borrowers shall deliver or cause to be delivered to the Collateral Agent, within 90 days after
Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion), each item required to be
delivered in accordance with Section 5.13 of the Credit Agreement with respect to the properties located at NFF (0190-NNFF), 8368
US Highway 70 West, Clayton, North Carolina 27520 (U.S.A) and Clayton Building & Land (0190-0000 Land & Facility), 8368
US Highway 70 West, Clayton, North Carolina 27520 (U.S.A.).



		2.	The Spanish pledge over shares in Instituo Grifols, S.A. and Grifols International, S.A. shall
be formalized as a Spanish Public Document before a Spanish public notary within 10 days after the Closing Date (or such later
date as the Administrative Agent may agree in its reasonable discretion), and all actions contemplated in the deed of pledge in
connection with the perfection of the pledge shall be carried out simultaneously with the execution thereof.



		3.	The Borrowers shall deliver evidence of registration of the pledge over blood plasma inventories
granted by the Foreign Borrower with the Spanish Moveable Property Registry (Registro de Bienes Muebles) to the Collateral
Agent, within 90 days after Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion).



		4.	The Foreign Borrower shall file or cause to be filed in the Irish Companies Registration Office,
three Forms C6 in order to document the release in the Irish Companies Registration Office of the security created by it on or
about 31 January 2017 in connection with Existing Grifols Credit Agreement. These filings will be made as soon as possible after
the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion). The Foreign Borrower
shall provide evidence of such filings as soon as possible following receipt.



		5.	The Foreign Borrower shall file or cause to be filed with the Irish Companies Registration Office,
two Forms C1 in order to perfect the security created by the Foreign Borrower under (i) the U.S. Pledge and Security Agreement;
and (ii) the Spanish Security Document to which it is a party. These filings will be made (with the assistance of the Collateral
Agent or its counsel in completing such Forms C1) as soon as possible after the Closing Date and, and in any event, no later than
21 days thereafter (or such later date as the Administrative Agent may agree in its reasonable discretion). The Foreign Borrower
shall promptly provide evidence of such filing upon receipt (to the extent that it is the Foreign Borrower or its counsel who makes
such filings).





     


     

    

		6.	The Foreign Borrower shall file or cause to be filed with the Irish Revenue Commissioners, two
notices under Section 1001 of the TCA in connection with the security created by the Foreign Borrower under (i) the US Pledge and
Security Agreement; and (ii) the Spanish Security Document to which it is a party. These filings will be made (with the assistance
of the Collateral Agent or its counsel) as soon as possible after the Closing Date and, and in any event, no later than 21 days
thereafter (or such later date as the Administrative Agent may agree in its reasonable discretion). The Foreign Borrower shall
promptly provide evidence of such filing upon receipt (to the extent that it is the Foreign Borrower or its counsel who makes such
filings).



		7.	The Borrowers shall deliver or cause to be delivered to the Administrative Agent, within 45 days
after the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion), insurance certificates
and other insurance deliverables required pursuant to Section 5.05 of the Credit Agreement that are reasonably satisfactory to
the Administrative Agent together with endorsements naming the Collateral Agent, for the benefit of Secured Parties, as additional
insured and loss payee thereunder to the extent required under Section 5.05.



		8.	The Borrowers shall deliver to the Administrative Agent (i) notarized and apostilled deeds of release
related to the existing EIB deeds of trust and (ii) a notarized and apostilled termination of the memoranda of Pari Passu Intercreditor
Agreement within 14 days after the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion).





     


     

    

Schedule 6.01


Certain Indebtedness


 


		1.	BANCO SANTANDER:



		1.1.	Credit line of € 5,000,000.00, to Grifols S.A., dated November 01,
2014



		1.2.	Credit line of US$ 7,500,000.00, to Grifols Chile, dated December 21, 2012



		1.3.	Credit line of BRL 50,000,000.00, to Grifols Brasil, dated December 22, 2015



 


		2.	BBVA:



		2.1.	Credit line of € 25,000,000.00, to Grifols S.A., dated November 21,
2014



		2.2.	Credit line of US$ 50,000.00, to Grifols S.A., dated September 24, 2014



		2.3.	Credit line of US$ 9,500,000.00, to Grifols Chile, dated February 25, 2015



 


		3.	DEUSTCHE BANK:



		3.1.	Credit line of € 30,000,000.00 to Grifols Worldwide Operations Limited,
dated December 15, 2014



 


		4.	HSBC:



		4.1.	Credit line of US$ 28,000,000.00 to Grifols Worldwide Operations Limited, dated July 18, 2014



		4.2.	Credit line of US$ 12,000,000.00 to Grifols Chile, dated October 10, 2012



 


		5.	BANCA MARCH:



		5.1.	Credit line of € 10,000,000.00 to Grifols S.A., dated November 09,
2015



 


		6.	BANKINTER:



		6.1.	Loan to Grifols S.A., dated November 21, 2014 (outstanding €5,459,529.00)



 


		7.	BANCO SANTANDER (formerly Banco Popular):



		7.1.	Loan to Grifols S.A., dated March 4, 2015 (outstanding €843,360.00)



 


		8.	BANCO SABADELL:



		8.1.	Credit line of €3,000,000.00 €
to Grifols S.A., dated July 10, 2014



		8.2.	Credit line of €15,000,000.00 to Grifols Worldwide Operations Limited,
dated July 10, 2014



		8.3.	Loan to Instituto Grifols S.A., dated March 3, 2010 (outstanding €607,141.00)



 


		9.	BRADESCO:



		9.1.	Credit of BRL 10,000,000.00 to Grifols Brasil, dated June, 21, 2016



 


		10.	BANCO SECURITY:



		10.1.	Credit of US$ 2,800,000.00 USD to Grifols Chile, dated January 7, 2009



 


		11.	PRIVILIGED LOANS:



		11.1.	CDTI: Loans in Spain (outstanding €5,846,992.00)



		11.2.	PROFIT: Loans in Spain (outstanding €420,000.00)



		11.3.	OTHERS: Loans in Spain (outstanding €1,822,974.00)



 




     


     

    

BANK GUARANTEE FACILITIES:


 


	ENTITY	MAXIMUM

    AMOUNT	DATE	COMMENTS
	BANCO SABADELL	€10,000,000	April 1, 2016	Póliza multiempresa
	DEUTSCHE BANK	€5,000,000	May 24, 2016	Póliza multiempresa
	SANTANDER	€7,000,000	February 2, 2012	Póliza multiempresa
	SANTANDER	€220,000	September 19, 2008	Profit 2008 – Instituto Grifols
	SANTANDER	€653,334	December 23, 2010	Aval Exp. EC10-002 - Instituto Grifols
	BBVA	€5,000,000	October 1, 2014	Póliza multiempresa
	BBVA	€1,500,000	November 20, 2017	Progenika
	BANKIA	€5,000,000	December 12, 2008	Póliza multiempresa
	AXA	€100,000	September 30, 2017	Póliza Seguro Fianza Grifols Viajes
	HSBC	US$ 15,000,000	November 11, 2016	Póliza multiempresa
	BANCA MARCH	€3,000,000	November 9, 2015	Póliza multiempresa


 


CAPITAL LEASES:


(Amounts as of September 30, 2019):


 


		1.	SPAIN:



1.1. Instituto Grifols S.A.: €612,633.00


1.2. Grifols Movaco S.A.: €1,447,643.00


1.3. Diagnostic Grifols S.A.: €204,795.00


1.4. Laboratorios Grifols S.A.: €1,244,796.00


1.5. Grifols S.A.: €2,641,062.00


1.6. Araclon Biotech S.L.: €126,842.00


1.7. Biomat S.A.: €3,562.00


 


		2.	USA:



2.1. Biomat USA, Inc.: US$ 111,336.00


2.2. Talecris Plasma Resources, Inc.: US$ 1,186,701.00


 




     


     

    

Schedule 6.02

Certain Liens


 


Mortgage Liens


 


None


 


 


Other Liens


 


		1.	Lien filed against all real property of Grifols, S.A., Grifols
                                         Shared Services North America, Inc. and Talecris Plasma Resources, Inc. described in
                                         the Copyright Notice and Self Executing Security Agreement No. DC-022200-CRN by DeVon
                                         Carlo in respect of sum of $1,015,0001



 


		__________________	



1 The UCC filed against these
Loan Parties was not authorized and Borrower Representative will send an authenticated demand to the named secured party to release
the UCC-1.


 


 







     


     

    

Schedule 6.06


Certain Investments


 


 


	Investor	 	Investee/Borrower	 	% Stake	 	Due Date	 	Acquisition

    Value	 	 	Loans	 
	Grifols Innovation and New Technologies Limited	 	Aradigm Corporation	 	35.13%	 	Not Available	 	$	23,324,726	 	 	 	 	 
	Grifols Innovation and New Technologies Limited	 	Aradigm Corporation	 	35.13%	 	Upon occurrence of certain milestones	 	 	 	 	 	$	32.730.582	 
	Grifols Shared Services North America, Inc.	 	Singulex	 	19.33%	 	Not Available	 	$	50,000,000	 	 	 	 	 
	Grifols Innovation and New Technologies Limited	 	Alkahest Inc.	 	47.58%	 	Not Available	 	$	37,500,000	 	 	 	 	 
	Grifols Innovation and New Technologies Limited	 	Alkahest Inc.	 	47.58%	 	Credit Facility amounting to $100 million	 	 	 	 	 	$	20,000,000	 
	Grifols Innovation and New Technologies Limited	 	Albajuna Therapeutics, S.L.	 	49%	 	N/A	 	$	8,340,000	 	 	 	 	 
	Grifols Innovation and New Technologies Limited	 	Albajuna Therapeutics, S.L.	 	49%	 	Upon occurrence of certain milestones	 	$	4,100,000	 	 	 	 	 
	Chiquito Acquisition Corp.	 	Access Biologicals, LLC	 	49%2	 	Not Available	 	$	51,000,000	 	 	 	 	 
	Grifols Innovation and New Technologies Limited	 	GigaGen, Inc.	 	43.96%	 	Not Available	 	$	35,000,000	 	 	 	 	 
	Grifols Innovation and New Technologies Limited	 	Medcom Advance, S.A.	 	45.00%	 	Not Available	 	$	9,741,860	 	 	 	 	 
	Grifols Worldwide Operations Limited	 	Plasmavita Healthcare, GmbH	 	50.00%	 	Not Available	 	$	12,344,346	 	 	 	 	 
	Grifols Worldwide Operations Limited	 	Plasmavita Healthcare, GmbH	 	50.00%	 	31/12/2019	 	 	 	 	 	$	1,282,043	 
	Plasmavita Healthcare, GmbH	 	Plasmavita Austria	 	50.00%	 	Not Available	 	€	35,000	 	 	 	 	 
	Progenika Biopharma, S.A.	 	Mecwins, S.L.	 	24.99%	 	Not Available	 	€	2,499,629	 	 	 	 	 
	Grifols Worldwide Operations Limited	 	Scranton Enterprises B.V.	 	-	 	2025	 	 	—	 	 	$	95,000,000	 
	Grifols Worldwide Operations Limited	 	Haema AG Biotest US Corporation3	 	-	 	-	 	 	—	 	 	 	 	 



 


__________________


2 Chiquito Acquisition Corp. has a call right to purchase the
remaining shareholding of Access Biologicals, LLC.


3 Grifols Worldwide Operations Limited has a call right to purchase
100% of stake of these companies at any time




     


     

    

 


	Investor	 	Investee/Borrower	 	%
    Stake	 	Due
    Date	 	Acquisition

    Value	 	 	Loans	 
	Grifols Innovation
    and 
 New Technologies 
 Limited4	 	Medcom Advance,
    S.A.	 	45.00%	 	Not Available	 	 	 	 	 	 	 	 



 


__________________


4 Grifols Innovation and New Technologies Limited has a call
right to purchase remaining 55% of stake upon the occurrence of certain milestones


 




     


     

    

Schedule 10.01(a)


Notice Addresses


 


Administrative Agent: 


Administrative Agent’s Office 


(for Payments and Requests for Credit Extensions):


Bank of America, N.A.


Christopher Moss


Loan Servicing Admin III


Building C


2380 Performance Dr

Richardson, TX 75082

Mail Code: TX2-984-03-23

P: [] 469-201-9065

F: [] 214-672-8784

christopher.moss@bofa.com


 


Other Notices as Administrative
Agent: 


Bank of America, N.A.

Angela M. Larkin

135 S La Salle Street

Chicago, IL 60603

IL4-135-09-61


P: 312-828-3882


F: 877-206-8409


angela.larkin@baml.com


Collateral Agent: 


Bank of America, NA


ONE INDEPENDENCE CENTER


ATTN: MAC Legal


101 N TRYON ST


MAILCODE: NC1-001-05-46


CHARLOTTE, NC 28255-0001


Administrative Agent Account
Instructions: 


USD PAYMENT INSTRUCTIONS:


Bank of America


 




     


     

    

New York NY


ABA 


Acct # 


Acct Name: 


Ref: 


 


EUR PAYMENT INSTRUCTIONS:


Beneficiary Bank: 


Beneficiary Account Number: 


Beneficiary: 


 




     


     

    

Execution Version


EXHIBIT A-1 TO


CREDIT AND GUARANTY AGREEMENT


BORROWING NOTICE


Reference is made to the
Credit and Guaranty Agreement, dated as of November 15, 2019 (as it may be amended, supplemented or otherwise modified, the “Credit
Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and
among Grifols Worldwide Operations Limited, a private company validly incorporated and existing under the laws of Ireland
(the “Foreign Borrower”), Grifols Worldwide Operations USA, Inc., a Delaware corporation (the “U.S.
Borrower”), Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain
(the “Spanish Borrower” and, together with the Foreign Borrower and the U.S. Borrower, the “Borrowers”),
as a Guarantor and the Spanish Borrower, and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from
time to time, and Bank of America, N.A., as Administrative Agent (together with its permitted successors in such capacity,
the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity,
the “Collateral Agent”).


Pursuant to Section(s)
[2.01] [2.02] of the Credit Agreement, the [Foreign Borrower][Spanish Borrower][U.S. Borrower] desires that Lenders make the following
Loans to the [Foreign Borrower][Spanish Borrower][U.S. Borrower] in accordance with the applicable terms and conditions of the
Credit Agreement on [mm/dd/yy] (the “Credit Date”):


	 	Dollar Tranche B Term Loans to the U.S. Borrower
	 	q	Base Rate Loans:	$ [___,___,___]
	 	q	Eurocurrency Rate Loans, with an initial Interest Period1 of ___________ month(s):	$ [___,___,___]
	 	Euro Tranche B Term Loans to the Spanish Borrower
	 	q	Eurocurrency Rate Loans, with an initial Interest E Period of ___________ month(s):	€ [___,___,___]
	 	Revolving Loans to the Foreign Borrower
	 	q	Base Rate Loans:	[_]2 [___][___,___,___]
	 	q	Eurocurrency Rate Loans, with an initial Interest Period of ___________ month(s):	[_]3 [___] [___,___,___]


The [Foreign Borrower][Spanish Borrower][U.S. Borrower] hereby
certifies that:


________________


		1	Choice of one, two, three or six months (or (i) if available to all of the applicable Lenders twelve
months or (ii) in the Administrative Agent’s sole discretion, such other period less than one month).



		2	Loans in respect of the Revolving Commitments may be drawn in any Approved Currency pursuant to
Section 2.02(a) of the Credit Agreement.



		3	Loans in respect of the Revolving Commitments may be drawn in any Approved Currency pursuant to
Section 2.02(a) of the Credit Agreement.





    EXHIBIT A-1-1 


     

    

(i)       [after
making the Loans requested on the Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments
then in effect;]1


(ii)       as
of the Credit Date, the representations and warranties contained in each of the Loan Documents are true, correct and complete in
all material respects on and as of such Credit Date to the same extent as though made on and as of such date, except to the extent
such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are
true, correct and complete in all material respects on and as of such earlier date, provided that, in each case, to the
extent that any such representation and warranty is already qualified by materiality or Material Adverse Effect, such representation
and warranty shall be true and correct in all respects; and


(iii)       as
of the Credit Date, no event has occurred and is continuing or would result from the consummation of the borrowing contemplated
hereby that would constitute an Event of Default or a Default.


 


 


__________________


1 Include
for requests of Revolving Loans.


 


 


 




    EXHIBIT A-1-2 


     

    

GRIFOLS WORLDWIDE OPERATIONS LIMITED, as Foreign Borrower


 


 


By: ___________________________________


Name:


Title:


 


 


 


GRIFOLS WORLDWIDE OPERATIONS USA, INC., as U.S. Borrower


 


 


By: ___________________________________


Name:


Title:


 


 


 


GRIFOLS, S.A., as Spanish Borrower


 


 


By: ___________________________________


Name:


Title:




    EXHIBIT A-1-3 


     

    

EXHIBIT A-2 TO


CREDIT AND GUARANTY AGREEMENT


CONVERSION/CONTINUATION NOTICE


Reference is made to the
Credit and Guaranty Agreement, dated as of November 15, 2019 (as it may be amended, supplemented or otherwise modified, the “Credit
Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and
among Grifols Worldwide Operations Limited, a private company validly incorporated and existing under the laws of Ireland
(the “Foreign Borrower”), Grifols Worldwide Operations USA, Inc., a Delaware corporation (the “U.S.
Borrower”), Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain
(the “Spanish Borrower” and the “Parent” and, together with the Foreign Borrower and the
U.S. Borrower, the “Borrowers”), as a Guarantor and the Spanish Borrower, and certain Subsidiaries of the Parent,
as Guarantors, the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent (together
with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together
with its permitted successors in such capacity, the “Collateral Agent”).


Pursuant to Section 2.09
of the Credit Agreement, the [Foreign Borrower][Spanish Borrower][U.S. Borrower] desires to convert or to continue the following
Loans, each such conversion and/or continuation to be effective as of [mm/dd/yy]:


1.Dollar Tranche B Term Loans:


	 	$[___,___,___]	Eurocurrency Rate Loans to be continued with Interest Period1 of [____] month(s)
	 	$[___,___,___]	Base Rate Loans to be converted to Eurocurrency Rate Loans with Interest Period of ____ month(s)
	 	$[___,___,___]	Eurocurrency Rate Loans to be converted to Base Rate Loans


2. Euro Tranche B Term Loans:


	 	€ [___,___,___]	Eurocurrency Rate Loans to be continued with Interest Period of [____] month(s)


4. Revolving Loans


	 	[_]2[___,___,___]	Eurocurrency Rate Loans to be continued with Interest Period of [____] month(s)
	 	[_]2[___,___,___]	Eurocurrency Rate Loans to be converted to Base Rate Loans
	 	[_]2[___,___,___]	Base Rate Loans to be converted to Eurocurrency Rate Loans with Interest Period of ____ month(s)


 


 


 


_________________


		1	Choice of one, two, three or six months (or (i) if available to all of the applicable Lenders twelve
months or (ii) in the Administrative Agent’s sole discretion, such other period less than one month).



		2	Any Approved Currency.





    EXHIBIT A-2-1 


     

    

The [Foreign Borrower][Spanish
Borrower][U.S. Borrower] hereby certifies that as of the date hereof, no event has occurred and is continuing or would result from
the consummation of the conversion and/or continuation contemplated hereby that would constitute an Event of Default.


 


GRIFOLS WORLDWIDE OPERATIONS LIMITED, as Foreign Borrower


 


 


By: ____________________________


Name:


Title:


 


 


 


GRIFOLS WORLDWIDE OPERATIONS USA, INC., as U.S. Borrower


 


 


By: ____________________________


Name:


Title:


 


 


 


GRIFOLS, S.A., as Spanish Borrower


 


 


By: ____________________________


Name:


Title:


 


 




    EXHIBIT A-2-2 


     

    

EXHIBIT B-1 TO


CREDIT AND GUARANTY AGREEMENT


 


DOLLAR TRANCHE B TERM LOAN NOTE


 


	[$][___,___,___]1	 
	[_____], 2019	New York, New York


FOR VALUE RECEIVED,
Grifols Worldwide Operations USA, Inc.,, a Delaware corporation (the “U.S. Borrower”) promises to pay
[Name of Lender] (the “Payee”) or its registered assigns the principal amount of DOLLARS ($[___,___,___])2
in the installments referred to below.


The U.S. Borrower also
promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the
times which shall be determined in accordance with the provisions of that certain Credit and Guaranty Agreement, dated as of November
15, 2019 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined
therein and not otherwise defined herein being used herein as therein defined), by and among the U.S. Borrower, Grifols Worldwide
Operations Limited, a private company validly incorporated and existing under the laws of Ireland(the “Foreign Borrower”),
Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Spanish Borrower”
and the “Parent” and, together with the Foreign Borrower and the U.S. Borrower, the “Borrowers”),
as a Guarantor and the Spanish Borrower, and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from
time to time, and Bank of America, N.A., as Administrative Agent (together with its permitted successors in such capacity, the
 “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the
 “Collateral Agent”).


The Foreign Borrower shall make principal
payments on this Note as set forth in Section 2.12 of the Credit Agreement.


This Note is one of the
 “ Dollar Tranche B Term Loan Notes” in the aggregate principal amount of $[]3 and is issued pursuant to
and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms
and conditions under which the Dollar Tranche B Term Loan evidenced hereby was made and is to be repaid.


All payments of principal
and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal
Office of Administrative Agent designated for Dollar Tranche B Term Loans or at such other place as shall be designated in writing
for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment
or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register,
the U.S. Borrower, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the
obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof
it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has
been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect
the obligations of the U.S. Borrower hereunder with respect to payments of principal of or interest on this Note.


This Note is subject to
mandatory prepayment and to prepayment at the option of the U.S. Borrower, each as provided in the Credit Agreement.


THIS NOTE AND THE RIGHTS
AND OBLIGATIONS OF THE FOREIGN BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.


_______________


1 Lender’s Dollar Tranche B Term Loan Commitment.


2 Lender’s Dollar Tranche B Term Loan Commitment.


3 Aggregate Dollar Tranche B Term Loans.


 




    EXHIBIT B-1-1 


     

    

Upon the occurrence of an
Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon,
may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit
Agreement.


The terms of this Note are
subject to amendment only in the manner provided in the Credit Agreement.


The U.S. Borrower shall
pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed, which
obligations are absolute and unconditional.


The U.S. Borrower promises
to pay all reasonable and documented costs and expenses, including reasonable and documented attorneys’ fees, all as provided
in the Credit Agreement, incurred in the collection and enforcement of this Note. The U.S. Borrower and any endorsers of this Note
hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence,
presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations
as a defense to any demand hereunder.


[Remainder of page intentionally left blank]




    EXHIBIT B-1-2 


     

    

IN WITNESS WHEREOF,
the U.S. Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date
and at the place first written above.


 


GRIFOLS WORLDWIDE OPERATIONS USA, INC., as U.S. Borrower


 


 


 


By: _____________________________


Name:


Title:


 




    EXHIBIT B-1-3 


     

    

TRANSACTIONS ON


DOLLAR TRANCHE B TERM LOAN NOTE


 


	 	 	 	 	 	 	Amount of	 	 	 	 
	 	 	 	 	Amount of Loan	 	Principal Paid This	 	Outstanding Principal	 	Notation
	Date	 	Currency	 	Made This Date	 	Date	 	Balance This Date	 	Made By


 


 




    EXHIBIT B-1-4 


     

    

EXHIBIT B-2 TO


CREDIT AND GUARANTY AGREEMENT


 


EURO TRANCHE B TERM LOAN NOTE


	[€][___,___,___]1	 
	[______], 2019	New York, New York


FOR VALUE RECEIVED,
Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Spanish
Borrower” and the “Parent” and, together with the Foreign Borrower and the U.S. Borrower, the “Borrowers”)
promises to pay [Name of Lender] (the “Payee”) or its registered assigns the principal amount of EUROS
(€[___,___,___])2 in the installments referred
to below.


The Spanish Borrower also
promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the
times which shall be determined in accordance with the provisions of that certain Credit and Guaranty Agreement, dated as of November
15, 2019 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined
therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Worldwide Operations Limited,
a private company validly incorporated and existing under the laws of Ireland (the “Foreign Borrower”), Grifols
Worldwide Operations USA, Inc., a Delaware corporation (the “U.S. Borrower”), the Parent as a Guarantor and
the Spanish Borrower, and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and
Bank of America, N.A., as Administrative Agent (together with its permitted successors in such capacity, the “Administrative
Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).


The Spanish Borrower shall make principal
payments on this Note as set forth in Section 2.12 of the Credit Agreement.


This Note is one of the
 “Euro Tranche B Term Loan Notes” in the aggregate principal amount of €[_]3
and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete
statement of the terms and conditions under which the Euro Tranche B Term Loan evidenced hereby was made and is to be repaid.


All payments of principal
and interest in respect of this Note shall be made in the single currency of the European Union in same day funds at the Principal
Office of Administrative Agent designated for Euro Tranche B Term Loans or at such other place as shall be designated in writing
for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment
or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register,
the Spanish Borrower, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and
the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part
hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon
has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect
the obligations of the Spanish Borrower hereunder with respect to payments of principal of or interest on this Note.


This Note is subject to
mandatory prepayment and to prepayment at the option of the Spanish Borrower, each as provided in the Credit Agreement.


THIS NOTE AND THE RIGHTS
AND OBLIGATIONS OF THE SPANISH BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.


______________


1 Lender’s Euro Tranche B Term Loan Commitment.


2 Lender’s Euro Tranche B Term Loan Commitment.


3 Aggregate Euro Tranche B Term Loans.


 




    EXHIBIT B-2-1 


     

    

Upon the occurrence of an
Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon,
may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit
Agreement.


The terms of this Note are
subject to amendment only in the manner provided in the Credit Agreement.


The Spanish Borrower shall
pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed, which
obligations are absolute and unconditional.


The Spanish Borrower promises
to pay all reasonable and documented costs and expenses, including reasonable and documented attorneys’ fees, all as provided
in the Credit Agreement, incurred in the collection and enforcement of this Note. The Spanish Borrower and any endorsers of this
Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence,
presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations
as a defense to any demand hereunder.


[Remainder of page intentionally left blank]




    EXHIBIT B-2-2 


     

    

IN WITNESS WHEREOF,
the Spanish Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the
date and at the place first written above.


 


GRIFOLS, S.A., as Spanish Borrower


 


 


 


By:_____________________________


Name:


Title:


 




    EXHIBIT B-2-3 


     

    

TRANSACTIONS ON


EURO TRANCHE B TERM LOAN NOTE


 


	 	 	 	 	 	 	Amount of	 	 	 	 
	 	 	 	 	Amount of Loan	 	Principal Paid This	 	Outstanding Principal	 	Notation
	Date	 	Currency	 	Made This Date	 	Date	 	Balance This Date	 	Made By





    EXHIBIT B-2-4 


     

    

EXHIBIT B-3 TO


CREDIT AND GUARANTY AGREEMENT


 


REVOLVING LOAN NOTE


	[_]1[___,___,___]2	 
	[______], 2019	New York, New York


FOR VALUE RECEIVED Grifols
Worldwide Operations Limited, a private company validly incorporated and existing under the laws of Ireland (the “Foreign
Borrower”) promises to pay [Name of Lender] (the “Payee”) or its registered assigns, on or
before [●], 2025 the lesser of (a) [([_]3 [___,___,___])]4
and (b) the unpaid principal amount of all advances made by Payee to the Foreign Borrower as Revolving Loans under the Credit Agreement
referred to below.


The Foreign Borrower also
promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the
times which shall be determined in accordance with the provisions of that certain Credit and Guaranty Agreement, dated as of November
15, 2019 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined
therein and not otherwise defined herein being used herein as therein defined), by and among the Foreign Borrower, Grifols Worldwide
Operations USA, Inc., a Delaware corporation (the “U.S. Borrower”), Grifols, S.A., a sociedad anónima
organized under the laws of the Kingdom of Spain (the “Spanish Borrower” and the “Parent”
and, together with the Foreign Borrower and the U.S. Borrower, the “Borrowers”), as a Guarantor, and the Spanish
Borrower, and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and Bank of America,
N.A., as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”)
and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).


This Note is one of the
 “Revolving Loan Notes” in the aggregate principal amount of $500,000,000 and is issued pursuant to and entitled to
the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions
under which the Revolving Loans evidenced hereby were made and are to be repaid.


All payments of principal
and interest in respect of this Note shall be made, except as provided in the Credit Agreement, in the currency in which such Note
was made, in same day funds at the Principal Office of Administrative Agent designated for Revolving Loans or at such other place
as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment
Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent
and recorded in the Register, the Foreign Borrower, each Agent and Lenders shall be entitled to deem and treat Payee as the owner
and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing
of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date
to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall
not limit or otherwise affect the obligations of the Foreign Borrower hereunder with respect to payments of principal of or interest
on this Note.


This Note is subject to
mandatory prepayment and to prepayment at the option of the Foreign Borrower, each as provided in the Credit Agreement.


THIS NOTE AND THE RIGHTS
AND OBLIGATIONS OF THE FOREIGN BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.


_______________


1 Any Approved Currency.


2 Lender’s Revolving Loan Commitment.


3 Applicable symbol for any Approved Currency.


4 Lender’s Revolving Loan Commitment.




    EXHIBIT B-3-1 


     

    

Upon the occurrence of an
Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon,
may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit
Agreement.


The terms of this Note are
subject to amendment only in the manner provided in the Credit Agreement.


The Foreign Borrower shall
pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed, which
obligations are absolute and unconditional.


The Foreign Borrower promises
to pay all reasonable and documented costs and expenses, including reasonable and documented attorneys’ fees, all as provided
in the Credit Agreement, incurred in the collection and enforcement of this Note. The Foreign Borrower and any endorsers of this
Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence,
presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations
as a defense to any demand hereunder.


[Remainder of page intentionally left blank]




    EXHIBIT B-3-2 


     

    

IN WITNESS WHEREOF,
the Foreign Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the
date and at the place first written above.


 


GRIFOLS WORLDWIDE OPERATIONS LIMITED, as Foreign Borrower


 


 


 


By:_______________________________


Name:


Title:




    EXHIBIT B-3-3 


     

    

TRANSACTIONS ON


REVOLVING LOAN NOTE


 


	 	 	 	 	 	 	Amount of	 	 	 	 
	 	 	 	 	Amount of Loan	 	Principal Paid This	 	Outstanding Principal	 	Notation
	Date	 	Currency	 	Made This Date	 	Date	 	Balance This Date	 	Made By



 




    EXHIBIT B-3-4 


     

    

EXHIBIT B-4 TO


CREDIT AND GUARANTY AGREEMENT


 


	[€][$][___,___,___]1	 
	[______], 2019	New York, New York


 


FOR VALUE RECEIVED,
[Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Spanish Borrower”
and the “Parent”)][Grifols Worldwide Operations USA, Inc., a Delaware corporation (the “U.S.
Borrower”)], promises to pay [Name of Lender] (the “Payee”) or its registered assigns the
principal amount of [[EUROS (€[___,___,___])][DOLLARS ($[___,___,___])]]2 in the installments
referred to below.


The [Spanish][U.S.] Borrower
also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and
at the times which shall be determined in accordance with the provisions of that certain Credit and Guaranty Agreement, dated
as of November 15, 2019 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”;
the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Worldwide
Operations Limited, a private company validly incorporated and existing under the laws of Ireland (the “Foreign Borrower”),
[Grifols Worldwide Operations USA, Inc., a Delaware corporation (the “U.S. Borrower”)][the U.S. Borrower],
[Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Spanish Borrower”
and the “Parent” and,] [(together with the U.S. Borrower and the Foreign Borrower, the “Borrowers”]
as a Guarantor and the Spanish Borrower, and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from
time to time, and Bank of America, N.A., as Administrative Agent (together with its permitted successors in such capacity, the
 “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the
 “Collateral Agent”).


This Note is one of the
 “Incremental Term Loan Notes” in the aggregate principal amount of [$_____][€_____]
and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete
statement of the terms and conditions under which the Incremental Term Loan evidenced hereby was made and is to be repaid.


All payments of principal
and interest in respect of this Note shall be made in [lawful money of the United States of America][single currency of the European
Union] in same day funds at the Principal Office of Administrative Agent designated for the applicable Class of Incremental Term
Loans or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement.
Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been
accepted by Administrative Agent and recorded in the Register, the [Spanish][U.S.] Borrower, each Agent and Lenders shall be entitled
to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its
acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments
previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation
of any payment made on this Note shall not limit or otherwise affect the obligations of the [Spanish][U.S.] Borrower hereunder
with respect to payments of principal of or interest on this Note.


This Note is subject to
mandatory prepayment and to prepayment at the option of the [Spanish][U.S.] Borrower, each as provided in the Credit Agreement.


THIS NOTE AND THE RIGHTS
AND OBLIGATIONS OF THE [SPANISH][U.S.] BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


___________________


1 Lender’s Incremental Term Loan Commitment, denominated
in Dollars or Euros.


2 Lender’s Incremental Term Loan Commitment,
denominated in Dollars or Euros.


 




    EXHIBIT B-4-1 


     

    

Upon the occurrence of an
Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon,
may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit
Agreement.


The terms of this Note are
subject to amendment only in the manner provided in the Credit Agreement.


The [Spanish][U.S.] Borrower
shall pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed,
which obligations are absolute and unconditional.


The [Spanish][U.S.] Borrower
promises to pay all reasonable and documented costs and expenses, including reasonable and documented attorneys’ fees, all
as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. The [Spanish][U.S.] Borrower and
any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and
hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to
plead any statute of limitations as a defense to any demand hereunder.


[Remainder of page intentionally left blank]




    EXHIBIT B-4-2 


     

    

IN WITNESS WHEREOF,
the [Spanish][U.S.] Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as
of the date and at the place first written above.


 


 


[GRIFOLS, S.A., as Spanish Borrower]


[GRIFOLS WORLDWIDE OPERATIONS USA, INC., as U.S. Borrower]


 


 


 


By: ___________________________


Name:


Title:


 




    EXHIBIT B-4-3 


     

    

TRANSACTIONS ON


INCREMENTAL TRANCHE B TERM LOAN NOTE


 


	 	 	 	 	 	 	Amount of	 	 	 	 
	 	 	 	 	Amount of Loan	 	Principal Paid This	 	Outstanding Principal	 	Notation
	Date	 	Currency	 	Made This Date	 	Date	 	Balance This Date	 	Made By





    EXHIBIT B-4-4 


     

    

EXHIBIT C-1 TO


CREDIT AND GUARANTY AGREEMENT


COMPLIANCE CERTIFICATE


THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:


1.       I
am the chief financial officer of Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain
(the “Spanish Borrower” and the “Parent”).


2.       In
my capacity as chief financial officer, I have reviewed the terms of that certain Credit and Guaranty Agreement, dated as of November
15, 2019 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined
therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Worldwide Operations Limited,
a private company validly incorporated and existing under the laws of Ireland (the “Foreign Borrower”), Grifols
Worldwide Operations USA, Inc., a Delaware corporation (the “U.S. Borrower”), the Parent, as a Guarantor and
the Spanish Borrower, and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and
Bank of America, N.A., as Administrative Agent (together with its permitted successors in such capacity, the “Administrative
Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).


3.       The
examination described in paragraph 2 above did not disclose, and I have no knowledge of, the existence of any condition or event
which constitutes an Event of Default or Default during or at the end of the accounting period covered by the attached financial
statements or as of the date of this Certificate, except as set forth in a separate attachment, if any, to this Certificate, describing
in detail, the nature of the condition or event, the period during which it has existed and the action which any Borrower has taken,
is taking, or proposes to take with respect to each such condition or event.


4.       Reference
is made to Sections 5.01(c) and 5.16 of the Credit Agreement, and in accordance with such sections, pursuant to which the undersigned
in my capacity as chief financial officer hereby certifies that as at [______]1 (such date, the “Determination
Date”), the Consolidated Adjusted EBITDA attributable to the Loan Parties as a group (taking each entity on an unconsolidated
basis and excluding all intercompany items) is no less than 70.0% of the earnings before interest, tax, depreciation and amortization
of the Group.


5.       The
foregoing certifications, together with the computations set forth in Annex A hereto and the financial statements delivered
with this Certificate in support hereof, are made by me in my capacity as chief financial officer and delivered [mm/dd/yy] pursuant
to Section 5.01(c) of the Credit Agreement.


 


GRIFOLS, S.A.


 


 


 


By: __________________________


Name:


Title: Chief Financial Officer


 


 


 


_________________


1 To be the date of the most recent quarter’s
financial statements provided to the Lenders pursuant to Section 5.01(a) or (b) of the Credit Agreement, as applicable, or, with
respect to the first delivery hereof following the Closing Date, the financial statements dated as of September 30, 2019.


 




    EXHIBIT C-1-1 


     

    

[ANNEX A TO


COMPLIANCE CERTIFICATE


FOR THE FISCAL [QUARTER] [YEAR] ENDING [mm/dd/yy].


	1. 	Consolidated
    Adjusted EBITDA1 (for the prior four Fiscal Quarter period)2: (a) + (b) - (c) =	 	$[___,___,___]
	 	(a)	Consolidated Net Income (see item 5 below):	 	$[___,___,___]
	 	(b)	plus, to the extent deducted in determining Consolidated Net Income, without duplication: (i) + (ii) + (iii) + (iv) + (v) + (vi) + (vii) + (viii) + (ix) + (x) + (xi) +(xii) + (xiii):	 	$[___,___,___]
	 	 	(i)	all financial results including interest expense, amortization or write-off of debt discount, other deferred financing costs, other fees and charges associated with Indebtedness:	 	$[___,___,___]
	 	 	(ii)	any losses on ordinary course hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk:	 	$[___,___,___]
	 	 	(iii)	any foreign currency translation, transaction or exchange losses (including currency remeasurements of Indebtedness and any losses resulting from ordinary course hedging obligations or other derivative instruments for currency exchange risk):	 	$[___,___,___]
	 	 	(iv)	any loss of any equity-accounted investee in which the Parent or any of its Subsidiaries has a joint or minority interest:	 	$[___,___,___]
	 	 	(v)	expenses for taxes based on income or gain:	 	$[___,___,___]
	 	 	(vi)	depreciation:	 	$[___,___,___]
	 	 	(vii)	amortization, write-offs, write-downs, and other non-cash charges, losses and expenses:	 	$[___,___,___]
	 	 	(viii)	impairment of intangibles, including, without limitation, goodwill:	 	$[___,___,___]
	 	 	(ix)	non-recurring items (as determined in accordance with IFRS) realized other than in the ordinary course of business, without duplication, resulting in a loss:	 	$[___,___,___]


 


 


		________________	



		1	To be included only if required under Section 6.07 of the Credit Agreement



		2	For purposes of the maximum Leverage Ratio and, solely in connection with the definition of “Incremental
Amount” and Sections 6.01(r), 6.01(k) and 6.01(w) of the Credit Agreement, the Senior Secured Leverage Ratio, Consolidated
Adjusted EBITDA shall be calculated pro forma for material acquisitions and disposals, such that Consolidated Adjusted EBITDA would
be adjusted to (a) include net income before net interest expense, taxes, depreciation and amortization attributable to the acquired
entity (or assets) prior to its becoming a member of the Group during the relevant period, and (b) exclude net income before net
interest expense, taxes, depreciation and amortization attributable to the disposed of entity (or assets) prior to its being disposed
of by the Group during the relevant period. The Consolidated Adjusted EBITDA shall be calculated consistent with past practices,
considering the standards in force as of the date of the Credit Agreement without, in any event, giving effect to IFRS 16. For
the avoidance of doubt, such adjustment for material acquisitions and disposals shall not apply to the calculation of Consolidated
Excess Cash Flow.



 




    EXHIBIT C-1-A-1 


     

    

 


	 	 	(x)	fees and expenses incurred in connection with the Transactions or, to the extent permitted hereunder, any Permitted Acquisition, Investment, Asset Disposition, or incurrence of Indebtedness, in each case, whether or not consummated, including such fees and expenses related to any offering of Additional Debt, any Credit Agreement Refinancing Indebtedness and any Permitted Refinancing Indebtedness:	 	$[___,___,___]
	 	 	(xi)	extraordinary, unusual, or non-recurring charges and expenses including transition, restructuring and “carveout” expenses:	 	$[___,___,___]
	 	 	(xii)	legal, accounting, consulting, and other costs and expenses relating to the Parent’s potential or actual issuance of Equity Interests, including without limitation an initial public offering of common stock:	 	$[___,___,___]
	 	 	(xiii)	the
    amount of cost savings, adjustments, operating expense reductions, operating improvements and synergies, in each case on a
    “run rate” basis and in connection with Permitted Acquisitions, investments, restructurings, business optimization
    projects and other operational changes and initiatives (“Run Rate Amounts”) that are identifiable and projected
    in good-faith to result from actions that have been or are expected to be taken within twelve (12) months of such date of
    determination provided that (x) the Administrative Agent shall have received a reasonably detailed statement or schedule
    of such Run Rate Amounts, (y) such amounts are reasonably identifiable, reasonably attributable to the actions specified and
    reasonably anticipated to result from such actions and (z) the benefits resulting therefrom are anticipated by the Borrowers
    to be realized within twelve (12) months of the end of such date on which Consolidated Adjusted EBITDA is tested; provided, further,
    that, for any such period, the amount added back in calculating Consolidated Adjusted EBITDA pursuant to this clause (xiii)
    shall not, in the aggregate, exceed 10% of Consolidated Adjusted EBITDA for such period (determined prior to giving effect
    to such add-backs): 	 	$[___,___,___]
	 	(c)	less, to the extent included in consolidated income from operations: (i) + (ii) + (iii) + (iv) + (v) =	 	$[___,___,___]
	 	 	(i)	interest income:	 	$[___,___,___]
	 	 	(ii)	non-recurring gains (as determined in accordance with IFRS) realized other than in the ordinary course of business:	 	$[___,___,___]
	 	 	(iii)	income or gains on ordinary course hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk:	 	$[___,___,___]
	 	 	(iv)	foreign currency translation, transaction or exchange gains (including currency remeasurements of Indebtedness and any gains resulting from ordinary course hedging obligations or other derivative instruments for currency exchange risk):	 	$[___,___,___]
	 	 	(v)	any income of any equity-accounted investee in which the Parent or any of its Subsidiaries has a joint or minority interest, except to the extent of the amount of dividends or other distributions actually paid to the Parent or any Subsidiary by such Person during such period:	 	$[___,___,___]


 




    EXHIBIT C-1-A-2 


     

    

 


	2.	Consolidated Current Assets (as of the date of determination):	 
	 	 	the total assets of the Parent and its Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with IFRS, excluding cash and Cash Equivalents:	$[___,___,___]
	3.	Consolidated Current Liabilities (as of the date of determination):	 
	 	 	the total liabilities of the Parent and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with IFRS, excluding the current portion of long term debt:	$[___,___,___]
	4.	Consolidated Excess Cash Flow (for any Fiscal Year3): (i) - (ii) =	$[___,___,___]
	 	(i)	(a) + (b) + (c) + (d) + (e) =	$[___,___,___]
	 	 	(a)	Consolidated Net Income (see item 5 below), without duplication and excluding the Transaction Costs:	$[___,___,___]
	 	 	(b)	the amount of any decrease (and deducting the amount of any increase) in the Consolidated Working Capital Adjustment (see item 8 below):	$[___,___,___]
	 	 	(c)	the amount of any cash receipts during the relevant period in respect of any Tax rebates or credits and deducting the amount actually paid or due and payable in respect of Taxes during that relevant period by any Group Member:	$[___,___,___]
	 	 	(d)	(to the extent not already taken into account in determining Consolidated Net Income) the amount of any dividends or other profit distributions received in cash by any Group Member during the relevant period from any entity which is itself not a Group Member minus (to the extent not already deducted in determining Consolidated Net Income) the amount of any dividends or other profit distributions paid in cash during the relevant period to any shareholder in any Group Member which is itself not a Group Member:	$[___,___,___]
	 	 	(e)	the amount of any increase in provisions, other non-cash debits and other non-cash charges (which are not already included within Consolidated Current Assets or Consolidated Current Liabilities) and deducting the amount of any non-cash credits (which are not already included within Consolidated Current Assets or Consolidated Current Liabilities) in each case to the extent taken into account in establishing Consolidated Net Income:	$[___,___,___]
	 	(ii)	less:
    (a) + (b) + (c) =	$[___,___,___]
	 	 	(a)	the amount of Consolidated Capital Expenditures actually made (or due to be made) during that relevant period by any Group Member except to the extent funded from the proceeds of long term indebtedness (other than revolving indebtedness):4	$[___,___,___]


 


__________________


3 Commencing with the Fiscal Year ending [December 31, 2020],
and only required for annual certificates.


4 Except to the extent funded from the proceeds of long term
indebtedness (other than revolving indebtedness)


 




    EXHIBIT C-1-A-3 


     

    

 


	 	 	(b)	without duplication of amounts deducted from the amount of Consolidated Excess Cash Flow required to be prepaid pursuant to Section 2.14(d) of the Credit Agreement, the aggregate of any cash consideration paid for, or the cash cost of, any Investments and Restricted Payments made in cash during the relevant period:	 	$[___,___,___]
	 	 	(c)	the sum, without duplication, of (i) the amounts for such period paid in cash of scheduled repayments of Indebtedness for borrowed money and scheduled repayments of obligations under Capital Leases (excluding any interest expense portion thereof) and (ii) consolidated cash interest expense:5	 	$[___,___,___]
	5.	Consolidated Net Income (for the prior four Fiscal Quarter Period): (a) - (b) =	 	$[___,___,___]
	 	(a)	the total net income (or loss) attributable to the Parent and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with IFRS (before any adjustment for profit and loss attributable to minority interests and capitalized interest):	 	$[___,___,___]
	 	(b)	any after tax non-cash gains (or losses) attributable to Asset Dispositions or returned surplus assets of any Pension Plan:	 	$[___,___,___]
	6.	Consolidated Net Total Debt (as of the date of determination): (i) – (ii) =	 	$[___,___,___]
	 	(i)	the aggregate stated balance sheet amount of all funded Indebtedness (including guarantees) of the Parent and its Subsidiaries determined on a consolidated basis in accordance with IFRS (exclusive of obligations in respect of derivative transactions that have not been terminated):	 	$[___,___,___]
	 	(ii)	the amount of unrestricted cash and Cash Equivalents of the Parent and its Subsidiaries determined on a consolidated basis in accordance with IFRS:	 	$[___,___,___]
	7.	Consolidated Working Capital (as of the date of determination): (i) - (ii) =	 	$[___,___,___]
	 	(i)	Consolidated Current Assets (see item 2 above):	 	$[___,___,___]
	 	(ii)	less, Consolidated Current Liabilities (see item 3 above):	 	$[___,___,___]
	8.	Consolidated Working Capital Adjustment (as of the date of determination):6 (i) - (ii) =	 	$[___,___,___]
	 	(i)	Consolidated Working Capital as of the beginning of such period:	 	$[___,___,___]
	 	(ii)	Consolidated Working Capital as of the end of such period:	 	$[___,___,___]


 


 


________________


5 For the avoidance of doubt, Consolidated
Excess Cash Flow shall not be reduced by amounts used to purchase (or repay) Loans pursuant to Section 2.13(c) and repayments or
prepayments of revolving loans will not be treated as scheduled repayments of Indebtedness.


6 Such calculation may be a negative
number. In calculating the Consolidated Working Capital Adjustment there shall be excluded the effect of reclassification during
such period of current assets to long term assets and current liabilities to long term liabilities and the effect of any Permitted
Acquisition during such period; provided, that there shall be included with respect to any Permitted Acquisition during
such period an amount (which may be a negative number) by which the Consolidated Working Capital acquired in such Permitted Acquisition
as at the time of such acquisition exceeds (or is less than) Consolidated Working Capital at the end of such period.


 




    EXHIBIT C-1-A-4 


     

    

 


	9.	Leverage Ratio7 (as of the last day of the relevant Fiscal Quarter): (i) / (ii) =	 	 
	 	(i)	Consolidated Net Total Debt (see item 6 above):	 	$[___,___,___]
	 	(ii)	Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ended (see item 1 above):	 	$[___,___,___]
	 	 	Actual:    	 	_.__:1.00
	 	 	Required:	 	7.00:1.00]


 


 


________________


7 To be included only if required under Section 6.07 of the Credit
Agreement


 


 


 




    EXHIBIT C-1-A-5 


     

    

EXHIBIT D TO


CREDIT AND GUARANTY AGREEMENT


ASSIGNMENT AND ASSUMPTION AGREEMENT


This Assignment and Assumption
Agreement (the “Assignment”) is dated as of the Assignment Effective Date set forth below and is entered into
by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as
amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms
and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and
incorporated herein by reference and made a part of this Assignment 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 Assignment
Effective Date inserted by the Administrative Agent as set forth 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 respective facilities identified below (including any letters of credit and swingline loans included in such facilities);
(ii) all of the Assignor’s rights and obligations as beneficiary of the Security Documents 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 respective facilities identified below (including any letters of credit, guarantees
and swingline loans included in such facilities) and (iii) 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 in the Credit Agreement, without representation or warranty
by the Assignor.


The Assignee confirms that
it [is]/ [is not] a [Spanish]/[Irish] Qualifying Lender.


If the Assignee is a [Spanish]/[Irish]
Qualifying Lender, it [is]/ [is not] a [Spanish]/[Irish] Qualifying Lender solely due to being a Treaty Lender.


	1.	Assignor:	_______________________
	 	 	 
	 	[Assignor [is][is not] a Defaulting Lender]
	 	 
	2.	Assignee:	_______________________  [and is an Affiliate/Approved Fund1]
	 	 	 
	3.	Foreign Borrower	Grifols Worldwide Operations Limited
	 	 	 
	4.	U.S. Borrower:	Grifols Worldwide Operations USA, Inc.
	 	 	 


 


 


_________________


1 Select as applicable.


 




    EXHIBIT D-1 


     

    

 


	5.	Spanish Borrower:	Grifols, S.A.
	 	 	 
	6.	Administrative Agent:	Bank of America, N.A., as the administrative agent under the Credit Agreement
	 	 	 
	7.	Credit Agreement:	The Credit and Guaranty
    Agreement, dated as of November 15, 2019 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”;
    the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Worldwide
    Operations Limited, a private company validly incorporated and existing under the laws of Ireland (the “Foreign Borrower”),
    Grifols Worldwide Operations USA, Inc., a Delaware corporation (the “U.S. Borrower”), Grifols, S.A., a
    sociedad anónima organized under the laws of the Kingdom of Spain (the “Spanish Borrower”
    and the “Parent” and, together with the Foreign Borrower and the U.S. Borrower, the “Borrowers”),
    as a Guarantor and the Spanish Borrower, and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto
    from time to time, and Bank of America, N.A., as Administrative Agent (together with its permitted successors in such capacity,
    the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity,
    the “Collateral Agent”).
	 	 	 
	8.	Assigned Interest:	 


 


	Facility Assigned 	 	Aggregate 

Amounts of

Commitment/Loans 

for all Lenders	 	Amount of

Commitment/Loans

Assigned	 	Percentage Assigned of

Commitment/Loans2
	Dollar Tranche B Term Loans	 	$2,500,000,000	 	$________________	 	________________%
	Euro Tranche B Term Loans	 	€1,360,000,000	 	€________________	 	________________%
	Revolving Loans	 	$500,000,000	 	[_]3_______________	 	________________%


 


Assignment Effective Date: __________________,
20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE ASSIGNMENT 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 about the Loan Parties and their related parties or their respective
securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures
and applicable laws, including Federal and state securities laws.


______________


2 Set forth, to at least nine (9) decimals, as a percentage of
the Commitment/Loans of all Lenders thereunder.


3 Any Approved Currency.




    EXHIBIT D-2 


     

    

The terms set forth in this
Assignment are hereby agreed to:


ASSIGNOR


[NAME OF ASSIGNOR]


By:_______________________


Title:


ASSIGNEE


[NAME OF ASSIGNEE]


By:_______________________


Title:


Consented to and Accepted:


[[●],
as


Administrative Agent


By: ______________________


Title:               ]4


 


[Consented to:


 


GRIFOLS WORLDWIDE OPERATIONS LIMITED, as Foreign Borrower


By: ____________________________________


Name:


Title:


 


GRIFOLS WORLDWIDE OPERATIONS USA, INC., as U.S. Borrower


By: ____________________________________


Name:


Title:


 


GRIFOLS, S.A., as Spanish Borrower


By: _____________________________


Name:


Title:]5


______________


4 To be added only if the consent of the Administrative
Agent is required for the applicable assignment by the terms of the Credit Agreement.


5 To be added only if the consent of the [Foreign
Borrower][Spanish Borrower][U.S. Borrower] is required for the applicable assignment by the terms of the Credit Agreement.


 




    EXHIBIT D-3 


     

    

ANNEX 1


TO EXHIBIT D


STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
AND ASSUMPTION AGREEMENT


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 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,
the Parent, any Subsidiary or Affiliate thereof or any other Person obligated in respect of any Loan Document or (iv) the performance
or observance by any Borrower, the Parent, any Subsidiary or Affiliate thereof 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 to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,
(ii) it satisfies the requirements specified in the Credit Agreement that are required to be satisfied by it in order to acquire
the Assigned Interest and become a Lender and upon becoming a Lender as of the Assignment Effective Date, it is not a Defaulting
Lender, (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated
with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising
discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has
received 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 5.01 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 to purchase the Assigned Interest, (vi) it has, independently and without reliance upon
the Administrative Agent or any other Lender and based on such documentation and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Assignment and to purchase [the] [such] assigned interest and (vii) attached
to this Assignment 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 (i) it will, independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and
(c) appoints and authorizes (i) the Administrative Agent and (ii) the Collateral Agent to take such action as agent in their respective
capacities on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents and any
other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent and the Collateral
Agent, as applicable, by the terms thereof, together with such powers as are incidental thereto.


2.       Payments.
From and after the Assignment 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 Assignment Effective Date and to the Assignee for amounts which have accrued from and after the Assignment Effective Date.
Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable
in kind from and after the Assignment Effective Date to [the] [the relevant] Assignee.


3.       General
Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors
and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page




    EXHIBIT D-1-A-1 


     

    

of this Assignment by telecopy shall be effective
as delivery of a manually executed counterpart of this Assignment. This Assignment and the rights and obligations of the parties
under this Assignment shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.


[Remainder of page intentionally left
blank]




    EXHIBIT D-1-A-2 


     

    

EXHIBIT E-1 TO


CREDIT AND GUARANTY AGREEMENT


 


CLOSING DATE CERTIFICATE


THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:


1.       I
am the chief financial officer of Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain
(the “Spanish Borrower” and the “Parent” and, together with the Foreign Borrower and the
U.S. Borrower, the “Borrowers”).


2.       In
my capacity as chief financial officer, I have reviewed the terms of Section 3.01 of the Credit and Guaranty Agreement, dated
as of November 15, 2019 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”;
the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Worldwide
Operations Limited, a private company validly incorporated and existing under the laws of Ireland (the “Foreign Borrower”),
Grifols Worldwide Operations USA, Inc., a Delaware corporation (the “U.S. Borrower”), the Parent, as a Guarantor
and the Spanish Borrower, and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time,
and Bank of America, N.A., as Administrative Agent (together with its permitted successors in such capacity, the “Administrative
Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”),
and the definitions and provisions contained in such Credit Agreement relating thereto, and in my opinion I have made, or have
caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed
opinion as to the matters referred to herein.


3.       Based
upon my review and examination described in paragraph 2 above, I certify, in my capacity as chief financial officer on behalf of
the Parent, that as of the date hereof, each of the conditions precedent described in Section 3.01 of the Credit Agreement has
been satisfied on the Closing Date (except as to those conditions precedent that are obligations of the Administrative Agent or
the Required Lenders, including but not limited to the Administrative Agent’s or Required Lenders’ satisfaction with
any document, instrument or other matter).


The foregoing certifications are made and delivered as of
[______], 2019.


GRIFOLS, S.A.


By: ____________________


Name:


Title: Chief Financial Officer


 




    EXHIBIT E-1-1 


     

    

EXHIBIT E-2 TO


CREDIT AND GUARANTY AGREEMENT


 


 


SOLVENCY CERTIFICATE


THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:


1.       I
am the chief financial officer of Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain
(the “Spanish Borrower” and the “Parent”).


2.       Reference
is made to that certain Credit and Guaranty Agreement, dated as of November 15, 2019 (as it may be amended, supplemented or otherwise
modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein
as therein defined), by and among Grifols Worldwide Operations Limited, a private company validly incorporated and existing under
the laws of Ireland (the “Foreign Borrower”), Grifols Worldwide Operations USA, Inc., a Delaware corporation
(the “U.S. Borrower”), the Parent, as a Guarantor and the Spanish Borrower, and certain Subsidiaries of the
Parent, as Guarantors, the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent (together
with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together
with its permitted successors in such capacity, the “Collateral Agent”).


3.       In
my capacity as chief financial officer, I have reviewed the terms of Sections 3, 4.07, and 4.19 of the Credit Agreement and the
definitions and provisions contained in the Credit Agreement relating thereto, and, in my opinion in such capacity, have made,
or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed
opinion as to the matters referred to herein.


4.       Based
upon my review and examination described in paragraph 3 above, I certify, solely in my capacity, that as of the date hereof, after
giving effect to the consummation of the Transactions, the related financings and the other transactions contemplated by the Loan
Documents, the Loan Parties and their Subsidiaries, on a consolidated basis, are Solvent.


The foregoing certifications are made and delivered as of
[______], 2019.


GRIFOLS, S.A.


By: ____________________


Name:


Title: Chief Financial Officer




    EXHIBIT E-2-1 


     

    

EXHIBIT F TO


CREDIT AND GUARANTY AGREEMENT


 


COUNTERPART AGREEMENT


This COUNTERPART
AGREEMENT, dated [mm/dd/yy] (this “Counterpart Agreement”) is delivered pursuant to that
certain Credit and Guaranty Agreement, November 15, 2019 (as it may be amended, supplemented or otherwise modified, the
 “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as
therein defined), by and among Grifols Worldwide Operations Limited, a private company validly incorporated and existing
under the laws of Ireland (the “Foreign Borrower”), Grifols Worldwide Operations USA, Inc., a Delaware
corporation (the “U.S. Borrower”), Grifols, S.A., a sociedad anónima organized under the
laws of the Kingdom of Spain (the “Spanish Borrower” and the “Parent” and, together
with the Foreign Borrower and the U.S. Borrower, the “Borrowers”), as a Guarantor and the Spanish
Borrower, and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and Bank of
America, N.A., as Administrative Agent (together with its permitted successors in such capacity, the “Administrative
Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral
Agent”).


Section 1. Pursuant
to Section 5.12 of the Credit Agreement, the undersigned hereby:


(a)       agrees
that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned
becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof;


(b)       represents
and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and
applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to
the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and
warranty is true and correct as of such earlier date;


(c)       no
event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date
hereof, that would constitute an Event of Default or a Default;


(d)       agrees,
to irrevocably, unconditionally, jointly and severally with the other Guarantors, to guaranty the due and punctual payment in full
of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration,
demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of
the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VII of the Credit Agreement; and


(e)       [the
undersigned hereby (i) agrees that this counterpart may be attached to the [U.S. Pledge and Security Agreement], (ii) agrees that
the undersigned will comply with all the terms and conditions of the [U.S. Pledge and Security Agreement] as if it were an original
signatory thereto, (iii) grants to Collateral Agent a security interest in all of the undersigned’s right, title and interest
in and to all “Collateral” (as such term is defined in the [U.S. Pledge and Security Agreement]) of the undersigned,
subject to the terms of Section 2 of the [U.S. Pledge and Security Agreement], in each case whether now or hereafter existing or
in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to Collateral
Agent supplements to all schedules attached to the [U.S. Pledge and Security Agreement]. All such Collateral shall be deemed to
be part of the “Collateral” and hereafter subject to each of the terms and conditions of the [U.S. Pledge and Security
Agreement].]1


Section 2. The undersigned
agrees from time to time, upon request of Administrative Agent, to take such additional actions and to execute and deliver such
additional documents and instruments as Administrative Agent may


 


 


__________________


1 To the extent any additional security documents, including
any foreign law security documents, are required to be delivered by the Credit Agreement, such additional documentation will be
separately delivered.


 




    EXHIBIT F-1 


     

    

request to effect the transactions contemplated
by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed,
waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required
to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge
or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to
Section 10.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address
as set forth on the signature page hereof. In case any provision in or obligation under this Counterpart Agreement shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations,
or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.


[Section 3. [Mutually
agreed local law guarantor limitations to be inserted as applicable.]]


THIS COUNTERPART AGREEMENT
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.


[Remainder of page intentionally left blank]




    EXHIBIT F-2 


     

    

IN WITNESS WHEREOF,
the undersigned has caused this Counterpart Agreement to be duly executed and delivered by its duly authorized officer as of the
date above first written.


[NAME OF SUBSIDIARY]


 


By: _______________________


Name:


Title:


Address for Notices:


 


_________________


_________________


_________________


Attention:


Telecopier


 


with a copy to:


 


_________________


_________________


_________________


Attention:


Telecopier


 


ACKNOWLEDGED AND ACCEPTED,


as of the date above first written:


 


BANK OF AMERICA, N.A.,


as Administrative Agent and Collateral Agent


 


By:______________________


Name:


Title:


 




    EXHIBIT F-3 


     

    

EXHIBIT G TO


CREDIT AND GUARANTY AGREEMENT


 


U.S. PLEDGE AND
SECURITY AGREEMENT


 


(to be provided
separately)


 


 




    EXHIBIT G-1 


     

    

EXHIBIT H TO


CREDIT AND GUARANTY AGREEMENT


	
        [RECORDING REQUESTED BY:

        Milbank LLP

         

        AND WHEN RECORDED MAIL TO:

         

        Milbank LLP

        55 Hudson Yards

        New York, New York 10001

        Attn: Lisa Brabant, Esq.

         

         

        Re: [NAME OF MORTGAGOR]

         

        Location:

         

        Municipality:

         

        County:

         

        State:
	 
	 	Space above this line for recorder’s use only


 


MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS
AND LEASES AND FIXTURE FILING


 


This MORTGAGE, SECURITY
AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING, dated as of [mm/dd/yy] (this “Mortgage”),
by and from [NAME OF MORTGAGOR], a [Type of Person] (“Mortgagor”), to BANK OF AMERICA, N.A.,
as agent for Secured Parties (in such capacity, “Mortgagee”).


RECITALS:


WHEREAS, reference
is made to that certain Credit and Guaranty Agreement, November 15, 2019 (as it may be amended, supplemented or otherwise modified,
the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein
defined), by and among Grifols Worldwide Operations Limited, a private company validly incorporated and existing under the laws
of Ireland (the “Foreign Borrower”), Grifols Worldwide Operations USA, Inc., a Delaware corporation (the “U.S.
Borrower”), Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Spanish
Borrower” and the “Parent” and, together with the Foreign Borrower and the U.S. Borrower, the “Borrowers”),
as a Guarantor and the Spanish Borrower, and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from
time to time, and Bank of America, N.A., as Administrative Agent (together with its permitted successors in such capacity, the
 “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the
 “Collateral Agent”);


WHEREAS, subject to the terms and conditions
of the Credit Agreement, Mortgagor may enter into one or more Hedge Agreements with one or more Lender Counterparties;


WHEREAS, in consideration
of the extensions of credit and other accommodations of Secured Parties as set forth in the Credit Agreement and the Hedge Agreements,
respectively, Mortgagor has agreed, subject to the terms and conditions hereof, each other Loan Document and each of the Hedge
Agreements, to secure Mortgagor’s obligations under the Loan Documents and the Hedge Agreements as set forth herein; and




    EXHIBIT H-1 


     

    

NOW, THEREFORE,
in consideration of the premises and the agreements, provisions and covenants herein contained, Mortgagee and Mortgagor agree as
follows:


SECTION 1.      DEFINITIONS


1.1. Definitions. Capitalized
terms used herein (including the recitals hereto) not otherwise defined herein shall have the meanings ascribed thereto in the
Credit Agreement. In addition, as used herein, the following terms shall have the following meanings:


“Mortgaged Property”
means all of Mortgagor’s interest in (i) [the leasehold estate in] the real property described in Exhibit A (the “Land”)
[created by the Subject Lease (as defined below)], together with any greater or additional estate therein as hereafter may be
acquired by Mortgagor; [(ii) all assignments, modifications, extensions and renewals of the Subject Lease and all credits, deposits,
options, privileges and rights of Mortgagor as tenant under the Subject Lease, including, but not limited to, rights of first
refusal, if any, and the right, if any, to renew or extend the Subject Lease for a succeeding term or terms,] (iii) all improvements
now owned or hereafter acquired by Mortgagor, now or at any time situated, placed or constructed upon the Land subject to the
Permitted Liens (the “Improvements”; the Land and Improvements are collectively referred to as the “Premises”);
(iv) all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Mortgagor
and now or hereafter attached to, installed in or used in connection with any of the Improvements or the Land, and water, gas,
electrical, telephone, storm and sanitary sewer facilities and all other utilities whether or not situated in easements (the “Fixtures”);
(v) all right, title and interest of Mortgagor in and to all goods, accounts, general intangibles, instruments, documents, chattel
paper and all other personal property of any kind or character, including such items of personal property as defined in the UCC
(defined below), now owned or hereafter acquired by Mortgagor and now or hereafter affixed to, placed upon, used in connection
with, arising from or otherwise related to the Premises (the “Personalty”); (vi) all reserves, escrows or impounds
required under the Credit Agreement and all deposit accounts maintained by Mortgagor with respect to the Mortgaged Property (the
 “Deposit Accounts”); (vii) all leases, licenses, concessions, occupancy agreements or other agreements (written
or oral, now or at any time in effect) which grant to any Person (other than Mortgagor) a possessory interest in, or the right
to use, all or any part of the Premises, Fixtures or Personalty, together with all related security and other deposits subject
to depositors rights and requirements of law (the “Leases”); (viii) all of the rents, revenues, royalties,
income, proceeds, profits, security and other types of deposits subject to depositors rights and requirements of law, and other
benefits paid or payable by parties to the Leases for using, leasing, licensing possessing, operating from, residing in, selling
or otherwise enjoying the Premises (the “Rents”), (ix) to the extent mortgageable or assignable all other agreements,
such as construction contracts, architects’ agreements, engineers’ contracts, utility contracts, maintenance agreements,
management agreements, service contracts, listing agreements, guaranties, warranties, permits, licenses, certificates and entitlements
in any way relating to the construction, use, occupancy, operation, maintenance, enjoyment or ownership of the Mortgaged Property
(the “Property Agreements”); (x) to the extent mortgageable or assignable all rights, privileges, tenements,
hereditaments, rights-of-way, easements, appendages and appurtenances appertaining to the foregoing; (xi) all property tax refunds
payable to Mortgagor (the “Tax Refunds”); (xii) all accessions, replacements and substitutions for any of the
foregoing and all proceeds thereof (the “Proceeds”); (xiii) all insurance policies, unearned premiums therefor
and proceeds from such policies covering any of the above property now or hereafter acquired by Mortgagor (the “Insurance”);
and (xiv) all of Mortgagor’s right, title and interest in and to any awards, damages, remunerations, reimbursements, settlements
or compensation heretofore made or hereafter to be made by any governmental authority pertaining to the Land, Improvements, Fixtures
or Personalty (the “Condemnation Awards”). As used in this Mortgage, the term “Mortgaged Property”
shall mean all or, where the context permits or requires, any portion of the above or any interest therein.


“Obligations”
means all of the agreements, covenants, conditions, warranties, representations and other obligations of Mortgagor (including,
without limitation, the obligation to repay the Indebtedness) under the Credit Agreement, any other Loan Documents or any of the
Hedge Agreements.


[“Subject Lease”
means that certain [DESCRIBE LEASE], dated [mm/dd/yy], pursuant to which Mortgagor leases all or a portion of
the Land from [NAME OF LANDLORD], a memorandum of which was recorded with the [FILING OFFICE], as amended or modified,
including the following modifications: [LIST].]




    EXHIBIT H-2 


     

    

“UCC” means
the Uniform Commercial Code of New York or, if the creation, perfection and enforcement of any security interest herein granted
is governed by the laws of a state other than New York, then, as to the matter in question, the Uniform Commercial Code in effect
in that state.


1.2. Interpretation.
References to “Sections” shall be to Sections of this Mortgage unless otherwise specifically provided. Section
headings in this Mortgage are included herein for convenience of reference only and shall not constitute a part of this Mortgage
for any other purpose or be given any substantive effect. The rules of construction set forth in Section 1.03 of the Credit Agreement
shall be applicable to this Mortgage mutatis mutandis. If any conflict or inconsistency exists between this Mortgage and the Credit
Agreement, the Credit Agreement shall govern.


SECTION 2.      GRANT


To secure the full and timely
payment of the Indebtedness and the full and timely performance of the Obligations, Mortgagor MORTGAGES, GRANTS, BARGAINS, ASSIGNS,
SELLS and CONVEYS, to Mortgagee the Mortgaged Property, subject, however, to the Permitted Liens, TO HAVE AND TO HOLD the Mortgaged
Property to Mortgagee, and Mortgagor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title
to the Mortgaged Property unto Mortgagee against liens, claims and encumbrances other than Permitted Liens for so long as any of
the Obligations remain outstanding.


SECTION 3.      WARRANTIES, REPRESENTATIONS AND
COVENANTS


3.1. Title. Mortgagor
represents and warrants to Mortgagee that, except for the Permitted Liens, (a) Mortgagor owns the Mortgaged Property free and clear
of any liens, claims or interests, and (b) this Mortgage creates valid, enforceable first priority liens and security interests
against the Mortgaged Property.


3.2. First Lien Status.
Mortgagor shall preserve and protect the first lien and security interest status, subject to Permitted Liens, of this Mortgage
and the other Loan Documents to the extent related to the Mortgaged Property. If any lien or security interest other than a Permitted
Lien is asserted against the Mortgaged Property, Mortgagor shall promptly upon receipt of notice thereof, and at its expense, (a)
give Mortgagee a detailed written notice of such lien or security interest (including origin, amount and other terms), and (b)
pay the underlying claim in full or take such other action so as to cause it to be released, subject to Mortgagor’s ability
to contest the underlying claim as permitted by, and in accordance with, the Loan Documents.


3.3. Payment and Performance.
Mortgagor shall pay the Indebtedness when due under the Loan Documents and shall perform the Obligations in full as required
under the Loan Documents.


3.4. Replacement of Fixtures
and Personalty. Mortgagor shall not, without the prior written consent of Mortgagee or except as permitted under the Credit
Agreement, permit any of the Fixtures or Personalty to be removed at any time from the Land or Improvements, unless the removed
item is removed temporarily for maintenance and repair or, if removed permanently, is obsolete and is replaced by an article of
equal or better suitability and value, owned by Mortgagor subject to the liens and security interests of this Mortgage and the
other Loan Documents, and free and clear of any other lien or security interest except such as may be permitted under the Credit
Agreement or first approved in writing by Mortgagee, or is no longer needed in Mortgagor’s Business.


3.5. Inspection. During
the term of the Credit Agreement, Mortgagor shall permit, at Mortgagee’s sole cost and expense, Mortgagee, and Mortgagee’s
agents, representatives and employees, at reasonable times and upon reasonable prior written notice to Mortgagor, [and in compliance
with the Subject Lease,] to, subject to the rights of any tenants under any Lease, inspect the Mortgaged Property and all books
and records of Mortgagor located thereon in accordance with Section 5.06 of the Credit Agreement.


3.6. Covenants Running
with the Land. To the fullest extent permitted by law, all Obligations contained in this Mortgage, including those incorporated
by reference from the Credit Agreement, are intended by Mortgagor and Mortgagee to be, and shall be construed as, covenants running
with the Mortgaged Property. As used herein, “Mortgagor” shall refer to the party named in the first paragraph of this
Mortgage and to any subsequent owner of all




    EXHIBIT H-3 


     

    

or any portion of the Mortgaged Property. All
Persons who may have or acquire an interest in the Mortgaged Property shall be deemed to have notice of, and be bound by, the terms
of the Credit Agreement and the other Loan Documents; however, no such party shall be entitled to any rights thereunder without
the prior written consent of Mortgagee.


3.7. Condemnation Awards
and Insurance Proceeds. Mortgagor assigns all awards and compensation to which it is entitled for any condemnation or other
taking, or any purchase in lieu thereof, to Mortgagee as additional security for the Indebtedness and the Obligations and if an
Event of Default has occurred and is continuing, authorizes Mortgagee to collect and receive such awards and compensation and to
give proper receipts and acquittances therefor, subject to the terms of the Credit Agreement. As long as no Event of Default has
occurred and is continuing, Mortgagor may collect and receive such awards and compensation and may use such awards and compensation
for the repair and restoration of the Mortgaged Property and may retain any balance remaining thereafter. Mortgagor assigns to
Mortgagee as additional security for the Indebtedness and the Obligations all proceeds of any insurance policies insuring against
loss or damage to the Mortgaged Property, subject to the terms of the Credit Agreement. If an Event of Default has occurred and
is continuing, Mortgagor authorizes Mortgagee to collect and receive such proceeds and in such event authorizes and directs the
issuer of each of 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. As long as no Event of Default has occurred and is continuing,
Mortgagor may collect and receive such proceeds and may use such proceeds for the repair and restoration of the Mortgaged Property
and may retain any balance remaining thereafter.


3.8. Mortgage Tax. Mortgagor
shall pay taxes in accordance with Section 5.03 of the Credit Agreement and any tax imposed in connection with the execution, delivery
and recordation of this Mortgage.


3.9. Reduction Of Secured
Amount. In the event that the amount secured by the Mortgage is less than the Obligations, then the amount secured shall be
reduced only by the last and final sums that Mortgagor [or Borrower] repays with respect to the Obligations and shall not be reduced
by any intervening repayments of the Obligations unless arising from the Mortgaged Property. So long as the balance of the Obligations
exceeds the amount secured, any payments of the Obligations shall not be deemed to be applied against, or to reduce, the portion
of the Obligations secured by this Mortgage. Such payments shall instead be deemed to reduce only such portions of the Obligations
as are secured by other collateral located outside of the state in which the Mortgaged Property is located or as are unsecured.


[3.10. Certain Leasehold Representations,
Warranties and Covenants.


3.10.1. Mortgagor represents
and warrants to Mortgagee that (a) except for the modifications and amendments listed in the definition thereof, the Subject Lease
is unmodified and in full force and effect, (b) all rent and other charges therein have been paid to the extent they are due and
payable to the date hereof, (c) Mortgagor enjoys the quiet and peaceful possession of the property demised thereby, subject to
any subleases or licenses thereunder (d) Mortgagor has not received written notice that it is in default under any of the material
terms thereof, other than defaults which have been cured. Mortgagor shall promptly pay, when due and payable, the rent and other
charges payable pursuant to the Subject Lease, and will timely perform and observe all of the other material terms, covenants and
conditions required to be performed and observed by Mortgagor as lessee under the Subject Lease. Mortgagor shall, promptly following
the receipt thereof, deliver a copy of any notice of default given to Mortgagor by the lessor pursuant to the Subject Lease. Unless
required under the terms of the Subject Lease, except as set forth in the Credit Agreement, Mortgagor shall not, without the prior
written consent of Mortgagee (which may be granted or withheld in Mortgagee’s sole and absolute discretion) (i) terminate
or surrender the Subject Lease, except upon the expiration of the term thereof or following a condemnation or casualty in accordance
with the terms of the Subject Lease, or (ii) enter into any modification of the Subject Lease which materially impairs the practical
realization of the security interest granted by this Mortgage, and any such attempted termination, modification or surrender without
Mortgagee’s written consent shall be void. Mortgagor shall, within thirty (30) days after written request from Mortgagee
(which Mortgagee shall not request more frequently than once per each calendar year), use commercially reasonable efforts to obtain
from the lessor and deliver to Mortgagee a certificate setting forth the name of the tenant thereunder and stating that the Subject
Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together
with copies of each such modification), that no notice of termination thereon has been served on Mortgagor, stating that to lessor’s
actual knowledge, no default or event which with notice




    EXHIBIT H-4 


     

    

or lapse of time (or both) would become a default
is existing under the Subject Lease, stating the date to which rent has been paid, and specifying the nature of any defaults, if
any.


3.10.2. So long as any of
the Indebtedness or the Obligations remain unpaid or unperformed, the fee title to and the leasehold estate in the premises subject
to each Subject Lease shall not merge but shall always be kept separate and distinct notwithstanding the union of such estates
in the lessor or Mortgagor, or in a third party, by purchase or otherwise. If Mortgagor acquires the fee title or any other estate,
title or interest in the property demised by the Subject Lease, or any part thereof, the lien of this Mortgage shall attach to,
cover and be a lien upon such acquired estate, title or interest and the same shall thereupon be and become a part of the Mortgaged
Property with the same force and effect as if specifically encumbered herein. Mortgagor agrees to execute all instruments and documents
that Mortgagee may reasonably require to ratify, confirm and further evidence the lien of this Mortgage on the acquired estate,
title or interest.


3.10.3. If the Subject Lease
shall be terminated prior to the natural expiration of its term due to default by Mortgagor or any tenant thereunder, and if, pursuant
to the provisions of the Subject Lease, Mortgagee or its designee shall acquire from the lessor a new lease of the premises subject
to the Subject Lease, Mortgagor shall have no right, title or interest in or to such new lease or the leasehold estate created
thereby, or renewal privileges therein contained.


3.10.4. Notwithstanding anything
to the contrary contained herein, this Mortgage shall not constitute an assignment of any Subject Lease within the meaning of any
provision thereof prohibiting its assignment and Mortgagee shall have no liability or obligation thereunder by reason of its acceptance
of this Mortgage. Mortgagee shall be liable for the obligations of the tenant arising out of any Subject Lease for only that period
of time for which Mortgagee is in possession of the premises demised thereunder or has acquired, by foreclosure or otherwise, and
is holding all of Mortgagor’s right, title and interest therein.]


SECTION 4.      DEFAULT AND FORECLOSURE


4.1. Remedies. If
an Event of Default has occurred and is continuing, Mortgagee may, at Mortgagee’s election, exercise any or all of the following
rights, remedies and recourses: (a) declare the Indebtedness to be immediately due and payable, without further notice, presentment,
protest, notice of intent to accelerate, notice of acceleration, demand or action of any nature whatsoever (each of which hereby
is expressly waived by Mortgagor), whereupon the same shall become immediately due and payable; (b) enter the Mortgaged Property
and take exclusive possession thereof and of all books, records and accounts of Mortgagor relating thereto or located thereon,
and if Mortgagor remains in possession of the Mortgaged Property after an Event of Default and without Mortgagee’s prior
written consent, Mortgagee may invoke any legal remedies to dispossess Mortgagor; (c) hold, lease, develop, manage, operate or
otherwise use the Mortgaged Property upon such terms and conditions as Mortgagee may deem reasonable under the circumstances (making
such repairs, alterations, additions and improvements and taking other actions, from time to time, as Mortgagee deems necessary
or desirable), and apply all Rents and other amounts collected by Mortgagee in connection therewith in accordance with the provisions
hereof; (d) institute proceedings for the complete foreclosure of this Mortgage, either by judicial action or by power of sale,
in which case the Mortgaged Property may be sold for cash or credit in one or more parcels; (e) make application to a court of
competent jurisdiction for, and obtain from such court as a matter of strict right and without notice to Mortgagor or regard to
the adequacy of the Mortgaged Property for the repayment of the Obligations, the appointment of a receiver of the Mortgaged Property,
and Mortgagor irrevocably consents to such appointment; and/or (f) exercise all other rights, remedies and recourses granted under
the Loan Documents or otherwise available at law or in equity. With respect to any notices required or permitted under the UCC,
Mortgagor agrees that ten (10) days’ prior written notice shall be deemed commercially reasonable. At any such sale by virtue
of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession
of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, Mortgagor shall be completely
and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either
at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against Mortgagor,
and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor. Mortgagee
or any of the Lenders may be a purchaser at such sale and if Mortgagee is the highest bidder, Mortgagee shall credit the portion
of the purchase price that would be distributed to Mortgagee against the Obligations in lieu of paying cash. In the event this
Mortgage




    EXHIBIT H-5 


     

    

is foreclosed by judicial action, appraisement
of the Mortgaged Property is waived. Any such receiver shall have all the usual powers and duties of receivers in similar cases,
including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be approved by the
court, and shall apply such Rents in accordance with the provisions hereof.


4.2. Separate Sales.
If an Event of Default shall have occurred and be continuing, the Mortgaged Property may be sold in one or more parcels and
in such manner and order as Mortgagee in its sole discretion may elect; the right of sale arising out of any Event of Default shall
not be exhausted by any one or more sales.


4.3. Remedies Cumulative,
Concurrent and Nonexclusive. If an Event of Default shall have occurred and be continuing, the Mortgagee shall have all rights,
remedies and recourses granted in the Loan Documents and available at law or equity (including the UCC), which rights (a) shall
be cumulated and concurrent, (b) may be pursued separately, successively or concurrently against Mortgagor or others obligated
under the Loan Documents, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Mortgagee
or the Lenders, (c) may be exercised as often as occasion therefor shall arise, and the exercise or failure to exercise any of
them shall not be construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be,
and shall be, nonexclusive. No action by Mortgagee or the Lenders in the enforcement of any rights, remedies or recourses under
the Loan Documents or otherwise at law or equity shall be deemed to cure any Event of Default.


4.4. Release of and Resort
to Collateral. To the fullest extent permitted by law, Mortgagee may release, regardless of consideration and without the necessity
for any notice to or consent by the holder of any subordinate lien on the Mortgaged Property, any part of the Mortgaged Property
without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interest created
in or evidenced by the Loan Documents or their status as a first and prior lien and security interest in and to the Mortgaged Property.
For payment of the Obligations, Mortgagee may resort to any other security in such order and manner as Mortgagee may elect.


4.5. Waiver of Redemption,
Notice and Marshalling of Assets. To the fullest extent permitted by law, Mortgagor hereby irrevocably and unconditionally
waives and releases (a) all benefit that might accrue to Mortgagor by virtue of any present or future law or judicial decision
exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any stay of execution, exemption from
civil process, redemption or extension of time for payment; and (b) any right to a marshalling of assets or a sale in inverse order
of alienation.


4.6. Discontinuance of
Proceedings. If Mortgagee or the Lenders shall have proceeded to invoke any right, remedy or recourse permitted under the Loan
Documents and shall thereafter elect to discontinue or abandon it for any reason, Mortgagee or the Lenders shall have the unqualified
right to do so and, in such an event, Mortgagor and Mortgagee or the Lenders shall be restored to their former positions with respect
to the Obligations, the Loan Documents, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of
Mortgagee or the Lenders shall continue as if the right, remedy or recourse had never been invoked, but no such discontinuance
or abandonment shall waive any Event of Default which may then exist or the right of Mortgagee or the Lenders thereafter to exercise
any right, remedy or recourse under the Loan Documents for such Event of Default.


4.7. Application of Proceeds.
The proceeds of any sale of, and the Rents and other amounts generated by the holding, leasing, management, operation or other
use of the Mortgaged Property, shall be applied by Mortgagee(or the receiver, if one is appointed) in accordance with the terms
of the Credit Agreement.


4.8. Occupancy After
Foreclosure. Any sale of the Mortgaged Property or any part thereof will divest all right, title and interest of Mortgagor
in and to the property sold. Subject to applicable law, any purchaser at a foreclosure sale will receive immediate possession of
the property purchased. If Mortgagor retains possession of such property or any part thereof subsequent to such sale, Mortgagor
will be considered a tenant at sufferance of the purchaser, and will, if Mortgagor remains in possession after demand to remove,
be subject to eviction and removal, forcible or otherwise, with or without process of law.


4.9. Additional Advances
and Disbursements; Costs of Enforcement. If any Event of Default exists, Mortgagee and each of the Lenders shall have the right,
but not the obligation, to cure such Event of Default in the name and on behalf of Mortgagor in accordance with the Credit Agreement.
All reasonable and documented sums advanced and reasonable and documented expenses incurred in connection with such cure at any
time by Mortgagee




    EXHIBIT H-6 


     

    

or any Lender under this Section, or otherwise
pursuant to this Mortgage or any of the other Loan Documents or applicable law, shall bear interest from the date that such sum
is advanced or expense incurred if not repaid within five (5) days after written demand therefor, to and including the date of
reimbursement, computed at the rate or rates at which interest is then computed on the Obligations, and all such sums, together
with interest thereon, shall be secured by this Mortgage. Mortgagor shall pay all reasonable and documented expenses (including
reasonable and documented attorneys’ fees and expenses) of or incidental to the perfection of this Mortgage and the other
Loan Documents, or the enforcement, compromise or settlement of the Indebtedness or any claim under this Mortgage and the other
Loan Documents while an Event of Default exists, and for the curing thereof, or for defending or asserting the rights and claims
of Mortgagee or the Lenders in respect thereof while an Event of Default exists, by litigation or otherwise.


4.10. No Mortgagee in
Possession. Neither the enforcement of any of the remedies under this Section, the assignment of the Rents and Leases under
Section 5, the security interests under Section 6, nor any other remedies afforded to Mortgagee or the Lenders under the Loan Documents,
at law or in equity, except to the extent (i) that such remedies are exercised and (ii) either Mortgagee or a court appointed receiver
takes possession of the Mortgaged Property, shall cause Mortgagee or any Lender to be deemed or construed to be a mortgagee in
possession of the Mortgaged Property, to obligate Mortgagee or any Lender to lease the Mortgaged Property or attempt to do so,
or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the
Leases or otherwise.


SECTION 5.      ASSIGNMENT OF RENTS AND LEASES


5.1. Assignment. In
furtherance of and in addition to the assignment made by Mortgagor herein, Mortgagor hereby absolutely and unconditionally assigns,
sells, transfers and conveys to Mortgagee all of its right, title and interest in and to all Leases, whether now existing or hereafter
entered into, and all of its right, title and interest in and to all Rents. This assignment is an absolute assignment and not an
assignment for additional security only. So long as no Event of Default shall have occurred and be continuing, Mortgagor shall
have a revocable license from Mortgagee to exercise all rights extended to the landlord under the Leases, including the right to
receive and collect all Rents and to otherwise use the same. The foregoing license is granted subject to the conditional limitation
that no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default,
whether or not legal proceedings have commenced, and without regard to waste, adequacy of security for the Obligations or solvency
of Mortgagor, the license herein granted shall automatically expire and terminate, without notice by Mortgagee (any such notice
being hereby expressly waived by Mortgagor).


5.2. Perfection Upon
Recordation. Mortgagor acknowledges that Mortgagee has taken all reasonable actions necessary 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 arising out of the Leases and all security for such Leases subject to the Permitted Liens and in
the case of security deposits, rights of depositors and requirements of law. Mortgagor acknowledges and agrees that upon recordation
of this Mortgage, Mortgagee’s interest in the Rents shall be deemed to be fully perfected, “choate” and enforced
as to Mortgagor and all third parties, including, without limitation, any subsequently appointed trustee in any case under Title
11 of the United States Code (the “Bankruptcy Code”), without the necessity of commencing a foreclosure action
with respect to this Mortgage, making formal demand for the Rents, obtaining the appointment of a receiver or taking any other
affirmative action.


5.3. Bankruptcy Provisions.
Without limitation of the absolute nature of the assignment of the Rents hereunder, Mortgagor and Mortgagee agree that (a)
this Mortgage shall constitute a “security agreement” for purposes of Section 552(b) of the Bankruptcy Code, (b) the
security interest created by this Mortgage extends to property of Mortgagor acquired before the commencement of a case in bankruptcy
and to all amounts paid as Rents, and (c) such security interest shall extend to all Rents acquired by the estate after the commencement
of any case in bankruptcy.


SECTION 6.      SECURITY AGREEMENT




    EXHIBIT H-7 


     

    

6.1. Security Interest.
This Mortgage constitutes a “security agreement” on personal property within the meaning of the UCC and other applicable
law and with respect to the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds,
Insurance and Condemnation Awards. To this end, Mortgagor grants to Mortgagee a first and prior security interest in the Personalty,
Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and all other
Mortgaged Property which is personal property to secure the payment of the Indebtedness and performance of the Obligations subject
to the Permitted Liens, and agrees that Mortgagee shall have all the rights and remedies of a secured party under the UCC with
respect to such property. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Personalty,
Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards sent to
Mortgagor at least ten (10) days prior to any action under the UCC shall constitute reasonable notice to Mortgagor.


6.2. Financing Statements.
Mortgagor shall deliver (and, to the extent required by law, execute) to Mortgagee, in form and substance reasonably satisfactory
to Mortgagee, such financing statements and such further assurances as Mortgagee may, from time to time, reasonably consider necessary
to create, perfect and preserve Mortgagee’s security interest hereunder and Mortgagee may cause such statements and assurances
to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such
security interest. Mortgagor’s chief executive office is at the address set forth on Schedule 1.01(d) to the Credit Agreement.


6.3. Fixture Filing.
This Mortgage shall also constitute a “fixture filing” for the purposes of the UCC against all of the Mortgaged
Property which is or is to become fixtures. Information concerning the security interest herein granted may be obtained at the
addresses of Debtor (Mortgagor) and Secured Party (Mortgagee) as set forth in the first paragraph of this Mortgage.


SECTION 7.      ATTORNEY-IN-FACT


Mortgagor hereby irrevocably
appoints Mortgagee and its successors and assigns as its attorney-in-fact, which agency is coupled with an interest and with full
power of substitution, (a) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in
lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents,
Deposit Accounts, Fixtures, Personalty, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards in favor
of the grantee of any such deed and as may be necessary or desirable for such purpose, (b) to prepare, execute and file or record
financing statements, and continuation statements necessary to create, perfect or preserve Mortgagee’s security interests
and rights in or to any of the Mortgaged Property, and (c) while any Event of Default exists, to perform any obligation of Mortgagor
hereunder; provided, (i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (ii)
any reasonable and documented sums advanced by Mortgagee in such performance shall be added to and included in the Obligations
and shall bear interest at the rate or rates at which interest is then computed on the Obligations provided that from the date
incurred said advance is not repaid within five (5) days demand therefor; (iii) Mortgagee as such attorney-in-fact shall only be
accountable for such funds as are actually received by Mortgagee; and (iv) Mortgagee shall not be liable to Mortgagor or any other
person or entity for any failure to take any action which it is empowered to take under this Section.


SECTION 8.      MORTGAGEE AS AGENT


Mortgagee has been appointed
to act as Mortgagee hereunder by Lenders and, by their acceptance of the benefits hereof, Lender Counterparties. Mortgagee shall
be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any
rights, and to take or refrain from taking any action (including the release or substitution of Mortgaged Property), solely in
accordance with this Mortgage and the Credit Agreement; provided, Mortgagee shall exercise, or refrain from exercising, any remedies
provided for herein in accordance with the instructions of (a) Requisite Lenders, or (b) after payment in full of all Obligations
under the Credit Agreement and the other Loan Documents, the holders of a majority of the aggregate notional amount (or, with respect
to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses
and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements
(Requisite Lenders or, if applicable, such holders being referred




    EXHIBIT H-8 


     

    

to herein as “Requisite Obligees”).
In furtherance of the foregoing provisions of this Section, each Lender Counterparty, by its acceptance of the benefits hereof,
agrees that it shall have no right individually to realize upon any of the Mortgaged Property, it being understood and agreed by
such Lender Counterparty that all rights and remedies hereunder may be exercised solely by Mortgagee for the benefit of Secured
Parties in accordance with the terms of this Section. Mortgagee shall at all times be the same Person that is Collateral Agent
under the Credit Agreement. Written notice of resignation by Collateral Agent pursuant to terms of the Credit Agreement shall also
constitute notice of resignation as Mortgagee under this Mortgage; removal of Collateral Agent pursuant to the terms of the Credit
Agreement shall also constitute removal as Mortgagee under this Mortgage; and appointment of a successor Collateral Agent pursuant
to the terms of the Credit Agreement shall also constitute appointment of a successor Mortgagee under this Mortgage. Upon the acceptance
of any appointment as Collateral Agent under the terms of the Credit Agreement by a successor Collateral Agent, that successor
Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring
or removed Mortgagee under this Mortgage, and the retiring or removed Mortgagee under this Mortgage shall promptly (i) transfer
to such successor Mortgagee all sums, securities and other items of Mortgaged Property held hereunder, together with all records
and other documents necessary or appropriate in connection with the performance of the duties of the successor Mortgagee under
this Mortgage, and (ii) execute and deliver to such successor Mortgagee such amendments to financing statements, and take such
other actions, as may be necessary or appropriate in connection with the assignment to such successor Mortgagee of the security
interests created hereunder, whereupon such retiring or removed Mortgagee shall be discharged from its duties and obligations under
this Mortgage thereafter accruing. After any retiring or removed Collateral Agent’s resignation or removal hereunder as Mortgagee,
the provisions of this Mortgage shall continue to enure to its benefit as to any actions taken or omitted to be taken by it under
this Mortgage while it was Mortgagee hereunder.


SECTION 9.      TERMINATION AND RELEASE.


Upon the Discharge of Obligations,
Mortgagee, at Mortgagor’s expense, shall release of record the liens and security interests created by this Mortgage or reconvey
the Mortgaged Property to Mortgagor, or, at the request of Mortgagor, assign of record this Mortgage without recourse.


SECTION 10.      LOCAL LAW
PROVISIONS.


[to be provided, if any,
by local counsel]


SECTION 11.      [MULTI-SITE REAL ESTATE
TRANSACTIONS.


Mortgagor acknowledges that
this Mortgage is one of a number of Mortgages and other security documents (“Other Mortgages”) that secure the
Obligations. Mortgagor agrees that, subject to the terms of Section 9 hereof, the lien of this Mortgage shall not be impaired by
any acceptance by Mortgagee of any security for or guarantees of the Obligations, or by any failure, neglect or omission on the
part of Mortgagee to realize upon or protect any Obligation or any collateral security therefor including the Other Mortgages.
Subject to the terms of Section 9 hereof, the lien of this Mortgage shall not in any manner be impaired or affected by any release
(except as to the property released), sale, pledge, surrender, compromise, settlement, renewal, extension, indulgence, alteration,
changing, modification or disposition of any of the Obligations or of any of the collateral security therefor, including the Other
Mortgages or any guarantee thereof, and, to the fullest extent permitted by applicable law, Mortgagee may at its discretion foreclose,
exercise any power of sale, or exercise any other remedy available to it under any or all of the Other Mortgages without first
exercising or enforcing any of its rights and remedies hereunder. Such exercise of Mortgagee’s rights and remedies under
any or all of the Other Mortgages shall not in any manner impair the indebtedness hereby secured or the lien of this Mortgage and
any exercise of the rights and remedies of Mortgagee hereunder shall not impair the lien of any of the Other Mortgages or any of
Mortgagee’s rights and remedies thereunder. To the fullest extent permitted by applicable law, Mortgagor specifically consents
and agrees that Mortgagee may exercise its rights and remedies hereunder and under the Other Mortgages separately or concurrently
and in any order that it may deem appropriate and waives any right of subrogation.]


SECTION 12.      MISCELLANEOUS




    EXHIBIT H-9 


     

    

12.1       Notices.
Any notice required or permitted to be given under this Mortgage shall be given in accordance with the notice provisions of
the Credit Agreement to the addresses set forth therein.


12.2       Governing Law. THE
PROVISIONS OF THIS MORTGAGE REGARDING THE CREATION, PERFECTION AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS HEREIN GRANTED
SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED. ALL OTHER PROVISIONS
OF THIS MORTGAGE AND THE RIGHTS AND OBLIGATIONS OF MORTGAGOR AND MORTGAGEE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


12.3       Severability.
In case any provision in or obligation under this Mortgage shall be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any
other jurisdiction, shall not in any way be affected or impaired thereby. All covenants hereunder shall be given independent effect
so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an
exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or
an Event of Default if such action is taken or condition exists.


12.4       Credit
Agreement. In the event of any conflict or inconsistency with the terms of this Mortgage and the terms of the Credit Agreement,
the Credit Agreement shall control.


12.5       Waiver of Jury Trial.
EACH OF MORTGAGEE AND MORTGAGOR HEREBY AGREES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ITS RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS OR ANY
DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING
ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT
AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL
OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A
BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS MORTGAGE, AND THAT EACH WILL CONTINUE
TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. MORTGAGEE AND MORTGAGOR EACH FURTHER WARRANTS AND REPRESENTS THAT IT HAS
REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY
A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 12.5 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER
WILL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO
ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS MORTGAGE MAY BE FILED
AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


12.6       Successors and Assigns.
This Mortgage shall be binding upon and inure to the benefit of Mortgagee and Mortgagor and their respective successors and
assigns. Mortgagor shall not, without the prior written consent of Mortgagee, assign any rights, duties or obligations hereunder.


12.7       No
Waiver. Any failure by Mortgagee to insist upon strict performance of any of the terms, provisions or conditions of this Mortgage
shall not be deemed to be a waiver of same, and Mortgagee shall have the right at any time to insist upon strict performance of
all of such terms, provisions and conditions.


12.8       Waiver
of Stay, Moratorium and Similar Rights. Mortgagor agrees, to the full extent that it may lawfully do so, that it will not at
any time insist upon or plead or in any way take advantage of any appraisement, valuation, stay, marshalling of assets,




    EXHIBIT H-10 


     

    

extension, redemption or moratorium law now
or hereafter in force and effect so as to prevent or hinder the enforcement of the provisions of this Mortgage or the indebtedness
secured hereby, or any agreement between Mortgagor and Mortgagee or any rights or remedies of Mortgagee.


12.9       Entire
Agreement. This Mortgage and the other Loan Documents embody the entire agreement and understanding between Mortgagee and Mortgagor
and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly,
the Loan Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.
There are no unwritten oral agreements between the parties.


12.10     Counterparts. This
Mortgage is being executed in several counterparts, all of which are identical, except that to facilitate recordation, if the Mortgaged
Property is situated offshore or in more than one county, descriptions of only those portions of the Mortgaged Property located
in the county in which a particular counterpart is recorded shall be attached as Exhibit A thereto. Each of such counterparts shall
for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument.


 


[Remainder of page intentionally left blank]




    EXHIBIT H-11 


     

    

IN WITNESS WHEREOF,
Mortgagor has on the date set forth in the acknowledgment hereto, effective as of the date first above written, caused this instrument
to be duly executed and delivered by authority duly given.


[NAME OF MORTGAGOR]


By: __________________________


Name:


Title:


[APPROPRIATE NOTARY BLOCK]


 




    EXHIBIT H-12 


     

    

EXHIBIT A TO


MORTGAGE


 


Legal Description of Premises:


 


[_________________]


 






    EXHIBIT H-A-1