Exhibit 10.1


 


EXECUTION VERSION


 


Published Customer CUSIP Number: 86184GAA9


Revolving Credit Facility CUSIP Number:
86184GAB7


 


$300,000,000 REVOLVING CREDIT FACILITY


 


THIRD AMENDED AND RESTATED CREDIT AGREEMENT


 


by and among


 


STONERIDGE, INC.,


STONERIDGE ELECTRONICS, INC.


STONERIDGE CONTROL DEVICES, INC. and


STONERIDGE ELECTRONICS AB,


as Borrowers,


 


THE GUARANTORS PARTY HERETO,


 


THE LENDERS PARTY HERETO,


 


PNC BANK, NATIONAL ASSOCIATION,


as Administrative Agent,


 


PNC CAPITAL MARKETS LLC and JPMORGAN
CHASE BANK, N.A.,


as Joint Lead Arrangers,


 


JPMORGAN CHASE BANK, N.A.,


as Syndication Agent,


 


COMPASS BANK AND CITIZENS BANK, NATIONAL
ASSOCIATION,


as Co-Documentation Agents


 


and


 


PNC CAPITAL MARKETS LLC,


as Bookrunner


 


Dated as of September 12, 2014


 




    	 



    	 



    

   


TABLE OF CONTENTS


 


	 	 	 	 	Page
	 	 	 	 	 
	1.	CERTAIN DEFINITIONS	2
	 	 	 	 	 
	 	1.1	Certain Definitions	2
	 	1.2	Construction	33
	 	1.3	Accounting Principles; Changes in GAAP	34
	 	1.4	Currency Calculations	34
	 	1.5	Pro Forma Calculations	35
	 	1.6	Same Indebtedness; Other References	35
	2.	REVOLVING CREDIT AND SWING LOAN FACILITIES	35
	 	 	 	 	 
	 	2.1	Revolving Credit Commitments	35
	 	 	2.1.1	Revolving Credit Loans; Optional Currency Loans	35
	 	 	2.1.2	Swing Loan Commitment	36
	 	 	2.1.3	Certain Limitations	36
	 	 	 	 	 
	 	2.2	Nature of Lenders’ Obligations with Respect to Revolving Credit Loans	36
	 	2.3	Facility Fees	37
	 	2.4	Termination or Reduction of Revolving Credit Commitments	37
	 	2.5	Revolving Credit Loan Requests; Swing Loan Requests	37
	 	 	2.5.1	Revolving Credit Loan Requests	37
	 	 	2.5.2	Swing Loan Requests	38
	 	 	 	 	 
	 	2.6	Making Revolving Credit Loans and Swing Loans; Presumptions by the Administrative Agent; Repayment of Revolving Credit Loans; Borrowings to Repay Swing Loans	38
	 	 	2.6.1	Making Revolving Credit Loans	38
	 	 	2.6.2	Presumptions by the Administrative Agent	39
	 	 	2.6.3	Making Swing Loans	39
	 	 	2.6.4	Repayment of Revolving Credit Loans	39
	 	 	2.6.5	Borrowings to Repay Swing Loans	39
	 	 	2.6.6	Swing Loans Under Cash Management Agreements	40
	 	 	 	 	 
	 	2.7	Notes	40
	 	2.8	Use of Proceeds	40
	 	2.9	Letter of Credit Subfacility	41
	 	 	2.9.1	Issuance of Letters of Credit.	41
	 	 	2.9.2	Letter of Credit Fees	42
	 	 	2.9.3	Disbursements, Reimbursement	42
	 	 	2.9.4	Repayment of Participation Advances	44
	 	 	2.9.5	Documentation	44
	 	 	2.9.6	Determinations to Honor Drawing Requests	44
	 	 	2.9.7	Nature of Participation and Reimbursement Obligations	44
	 	 	2.9.8	Indemnity	46
	 	 	2.9.9	Liability for Acts and Omissions	47
	 	 	2.9.10	Issuing Lender Reporting Requirements	48


  




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	 	2.10	Defaulting Lenders	48
	 	2.11	Utilization of Commitments in Optional Currencies	49
	 	 	2.11.1	Periodic Computations of Dollar Equivalent Amounts of Revolving Credit Loans that are Optional Currency Loans and Letters of Credit Outstanding; Repayment in Same Currency	49
	 	 	2.11.2	Notices From Lenders That Optional Currencies Are Unavailable to Fund New Loans	50
	 	 	2.11.3	Notices From Lenders That Optional Currencies Are Unavailable to Fund Renewals of the LIBOR Rate Option	50
	 	 	2.11.4	European Monetary Union	51
	 	 	 	 	 
	 	2.12	Increase in Revolving Credit Commitments, Increasing Lenders and New Lenders	52
	 	 	2.12.2	Treatment of Outstanding Loans and Letters of Credit	53
	 	 	 	 	 
	3.	RESERVED	53
	4.	INTEREST RATES	53
	 	 	 	 	 
	 	4.1	Interest Rate Options	53
	 	 	4.1.1	Revolving Credit Interest Rate Options; Swing Line Interest Rate	54
	 	 	4.1.2	[Reserved]	54
	 	 	4.1.3	Rate Quotations	54
	 	 	 	 	 
	 	4.2	Interest Periods	54
	 	 	4.2.1	Amount of Borrowing Tranche	54
	 	 	4.2.2	Renewals	55
	 	 	 	 	 
	 	4.3	Interest After Default	55
	 	 	4.3.1	Letter of Credit Fees, Interest Rate	55
	 	 	4.3.2	Other Obligations	55
	 	 	4.3.3	Acknowledgment	55
	 	 	 	 	 
	 	4.4	LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available	55
	 	 	4.4.1	Unascertainable	55
	 	 	4.4.2	Illegality; Increased Costs; Deposits Not Available	55
	 	 	4.4.3	Administrative Agent’s and Lender’s Rights	56
	 	 	 	 	 
	 	4.5	Selection of Interest Rate Options	56
	5.	PAYMENTS	57
	 	 	 	 	 
	 	5.1	Payments; Bifurcation	57
	 	 	5.1.1	Payments	57
	 	 	5.1.2	Bifurcation	57
	 	 	 	 	 
	 	5.2	Pro Rata Treatment of Lenders	58
	 	5.3	Sharing of Payments by Lenders	58
	 	5.4	Presumptions by Administrative Agent	59
	 	5.5	Interest Payment Dates	59
	 	5.6	Voluntary Prepayments	59
	 	 	5.6.1	Right to Prepay	59
	 	 	5.6.2	Replacement of a Lender	60


  




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	 	 	5.6.3	Designation of a Different Lending Office	61
	 	 	 	 	 
	 	5.7	Mandatory Prepayments	61
	 	 	5.7.1	Sale of Assets	61
	 	 	5.7.2	Currency Fluctuations	61
	 	 	5.7.3	Issuances of Certain Debt; Issuances of Equity	62
	 	 	5.7.4	Recovery of Insurance or Condemnation Proceeds	62
	 	 	5.7.5	Application Among Interest Rate Options	62
	 	 	 	 	 
	 	5.8	Increased Costs	63
	 	 	5.8.1	Increased Costs Generally	63
	 	 	5.8.2	Capital Requirements	63
	 	 	5.8.3	Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans	64
	 	 	5.8.4	Delay in Requests	64
	 	 	 	 	 
	 	5.9	Taxes	64
	 	 	5.9.1	Issuing Lender	64
	 	 	5.9.2	Payments Free of Taxes	64
	 	 	5.9.3	Payment of Other Taxes by the Loan Parties	64
	 	 	5.9.4	Indemnification by the Loan Parties	65
	 	 	5.9.5	Indemnification by the Lenders	65
	 	 	5.9.6	Evidence of Payments	65
	 	 	5.9.7	Status of Lenders	65
	 	 	5.9.8	Treatment of Certain Refunds	67
	 	 	5.9.9	Survival	68
	 	 	 	 	 
	 	5.10	Indemnity	68
	 	5.11	Settlement Date Procedures	69
	 	5.12	Currency Conversion Procedures for Judgments	69
	 	5.13	Indemnity in Certain Events	69
	6.	REPRESENTATIONS AND WARRANTIES	69
	 	 	 	 	 
	 	6.1	Representations and Warranties	69
	 	 	6.1.1	Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default	70
	 	 	6.1.2	Subsidiaries and Owners; Investment Companies	70
	 	 	6.1.3	Validity and Binding Effect	70
	 	 	6.1.4	No Conflict; Material Agreements; Consents	71
	 	 	6.1.5	Litigation; Labor Matters	71
	 	 	6.1.6	Financial Statements	71
	 	 	6.1.7	Margin Stock	72
	 	 	6.1.8	Full Disclosure	72
	 	 	6.1.9	Taxes	72
	 	 	6.1.10	Patents, Trademarks, Copyrights, Licenses, Etc	73
	 	 	6.1.11	Liens in the Collateral	73
	 	 	6.1.12	Insurance	73
	 	 	6.1.13	ERISA Compliance	73
	 	 	6.1.14	Environmental Matters	74


  




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	 	 	6.1.15	Solvency	74
	 	 	6.1.16	Anti-Terrorism Laws	74
	 	 	 	 	 
	 	6.2	Updates to Schedules	74
	7.	CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT	74
	 	 	 	 	 
	 	7.1	First Loans and Letters of Credit	74
	 	 	7.1.1	Deliveries	75
	 	 	7.1.2	Payment of Fees	77
	 	 	 	 	 
	 	7.2	Each Loan or Letter of Credit	77
	8.	COVENANTS	77
	 	 	 	 	 
	 	8.1	Affirmative Covenants	77
	 	 	8.1.1	Preservation of Existence, Etc	77
	 	 	8.1.2	Payment of Liabilities, Including Taxes, Etc	77
	 	 	8.1.3	Maintenance of Insurance	77
	 	 	8.1.4	Maintenance of Properties and Leases	78
	 	 	8.1.5	Visitation Rights	78
	 	 	8.1.6	Keeping of Records and Books of Account	78
	 	 	8.1.7	Compliance with Laws; Use of Proceeds	78
	 	 	8.1.8	Further Assurances	78
	 	 	8.1.9	Anti-Terrorism Laws; International Trade Compliance	79
	 	 	8.1.10	Keepwell	79
	 	 	8.1.11	Landlord Waivers	79
	 	 	8.1.12	Post-Closing Matters	80
	 	 	8.1.13	Covenant to Guaranty Obligations and Give Security	80
	 	 	8.1.14	Performance of Material Agreements	81
	 	 	 	 	 
	 	8.2	Negative Covenants	82
	 	 	8.2.1	Indebtedness	82
	 	 	8.2.2	Liens; Lien Covenants	83
	 	 	8.2.3	Guaranties	83
	 	 	8.2.4	Loans and Investments	83
	 	 	8.2.5	Dividends and Related Distributions	84
	 	 	8.2.6	Liquidations, Mergers, Consolidations, Acquisitions	84
	 	 	8.2.7	Dispositions of Assets or Subsidiaries	85
	 	 	8.2.8	Affiliate Transactions	85
	 	 	8.2.9	Subsidiaries, Partnerships and Joint Ventures	85
	 	 	8.2.10	Continuation of or Change in Business	86
	 	 	8.2.11	Fiscal Year	86
	 	 	8.2.12	Issuance of Stock	86
	 	 	8.2.13	Changes in Organizational Documents	86
	 	 	8.2.14	Capital Expenditures and Leases	86
	 	 	8.2.15	[Reserved]	86
	 	 	8.2.16	Maximum Leverage Ratio	86
	 	 	8.2.17	Minimum Interest Coverage Ratio	86
	 	 	8.2.18	Negative Pledge on Real Property	87
	 	 	8.2.19	Limitation on Negative Pledges	87


  




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	 	8.3	Reporting Requirements	87
	 	 	8.3.1	Quarterly Financial Statements	87
	 	 	8.3.2	Annual Financial Statements	87
	 	 	8.3.3	Certificate of Parent	88
	 	 	8.3.4	Notices	88
	 	 	 	 	 
	9.	DEFAULT	89
	 	 	 	 	 
	 	9.1	Events of Default	89
	 	 	9.1.1	Payments Under Loan Documents	89
	 	 	9.1.2	Breach of Warranty	89
	 	 	9.1.3	Anti-Terrorism Laws	90
	 	 	9.1.4	Breach of Specified Covenants	90
	 	 	9.1.5	Breach of Other Covenants	90
	 	 	9.1.6	Defaults in Other Agreements or Indebtedness	90
	 	 	9.1.7	Final Judgments or Orders	90
	 	 	9.1.8	Loan Document Unenforceable	90
	 	 	9.1.9	Uninsured Losses; Proceedings Against Assets	90
	 	 	9.1.10	Events Relating to Pension Plans and Multiemployer Plans	91
	 	 	9.1.11	Change of Control	91
	 	 	9.1.12	2010 Note Documents	91
	 	 	9.1.13	Relief Proceedings	91
	 	 	 	 	 
	 	9.2	Consequences of Event of Default	91
	 	 	9.2.1	Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings	91
	 	 	9.2.2	Bankruptcy, Insolvency or Reorganization Proceedings	92
	 	 	9.2.3	Set-off	92
	 	 	9.2.4	Application of Proceeds	92
	 	 	 	 	 
	10.	THE ADMINISTRATIVE AGENT	93
	 	 	 	 	 
	 	10.1	Appointment and Authority	93
	 	10.2	Rights as a Lender	94
	 	10.3	Exculpatory Provisions	94
	 	10.4	Reliance by Administrative Agent	95
	 	10.5	Delegation of Duties	96
	 	10.6	Resignation	96
	 	10.7	Non-Reliance on Administrative Agent and Other Lenders	97
	 	10.8	No Other Duties, etc	97
	 	10.9	Administrative Agent’s Fee	97
	 	10.10	Authorization to Release Collateral and Guarantors	97
	 	10.11	No Reliance on Administrative Agent’s Customer Identification Program	98
	 	10.12	Administrative Agent May File Proofs of Claim	98
	11.	MISCELLANEOUS	99
	 	 	 	 	 
	 	11.1	Modifications, Amendments or Waivers	99
	 	 	11.1.1	Increase of Commitment	99
	 	 	11.1.2	Extension of Payment; Reduction of Principal, Interest or Fees; Modification of Terms of Payment	99


 


 




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	 	 	11.1.3	Release of Collateral or Guarantor	99
	 	 	11.1.4	Miscellaneous	99
	 	 	 	 	 
	 	11.2	No Implied Waivers; Cumulative Remedies	100
	 	11.3	Expenses; Indemnity; Damage Waiver	100
	 	 	11.3.1	Costs and Expenses	100
	 	 	11.3.2	Indemnification by the Borrowers	101
	 	 	11.3.3	Reimbursement by Lenders	101
	 	 	11.3.4	Waiver of Consequential Damages, Etc	101
	 	 	11.3.5	Payments	102
	 	 	 	 	 
	 	11.4	Holidays	102
	 	11.5	Notices; Effectiveness; Electronic Communication	102
	 	 	11.5.1	Notices Generally	102
	 	 	11.5.2	Electronic Communications	102
	 	 	11.5.3	Change of Address, Etc	103
	 	 	 	 	 
	 	11.6	Severability	103
	 	11.7	Duration; Survival	103
	 	11.8	Successors and Assigns	103
	 	 	11.8.1	Successors and Assigns Generally	103
	 	 	11.8.2	Assignments by Lenders	103
	 	 	11.8.3	Register	105
	 	 	11.8.4	Participations	105
	 	 	11.8.5	Certain Pledges; Successors and Assigns Generally	106
	 	 	 	 	 
	 	11.9	Confidentiality	106
	 	 	11.9.1	General	106
	 	 	11.9.2	Sharing Information With Affiliates of the Lenders	107
	 	 	 	 	 
	 	11.10	Counterparts; Integration; Effectiveness	107
	 	 	11.10.1	 Counterparts; Integration; Effectiveness	107
	 	 	 	 	 
	 	11.11	CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL	108
	 	 	11.11.1	 Governing Law	108
	 	 	11.11.2	 SUBMISSION TO JURISDICTION	108
	 	 	11.11.3	 WAIVER OF VENUE	108
	 	 	11.11.4	 SERVICE OF PROCESS	109
	 	 	11.11.5	 WAIVER OF JURY TRIAL	109
	 	 	 	 	 
	 	11.12	USA Patriot Act Notice	109
	 	11.13	Obligations of Domestic Loan Parties	110
	12.	JOINT AND SEVERAL OBLIGATIONS OF BORROWERS	110
	 	 	 	 	 
	 	12.1	Joint and Several Obligations	110
	 	12.2	Rights to Administer Credit	110
	 	12.3	Primary Obligation	111
	 	12.4	Payments Recovered From Lender	111
	 	12.5	No Release	111
	 	12.6	Actions Not Required	111


 


 




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	 	12.7	Deficiencies	112
	 	12.8	Borrower Bankruptcy	112
	 	12.9	Limited Subrogation	113
	 	12.10	Borrowers’ Financial Condition	113
	 	12.11	Relationship of Borrowers	113
	 	12.12	Limitations	126
	 	 	 	 	 


 




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LIST OF SCHEDULES AND EXHIBITS


 


	SCHEDULES	 	 
	SCHEDULE 1.1(A)	-	PRICING GRID
	SCHEDULE 1.1(B)	-	COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
	SCHEDULE 1.1(D)	-	DOMESTIC GUARANTORS
	SCHEDULE 1.1(F)	-	FOREIGN GUARANTORS
	SCHEDULE 1.1(L)	-	EXISTING LETTERS OF CREDIT
	SCHEDULE 1.1(P)	-	PERMITTED LIENS
	SCHEDULE 1.1(S)	-	EXCLUDED FOREIGN SUBSIDIARIES
	SCHEDULE 6.1.1	-	QUALIFICATIONS TO DO BUSINESS
	SCHEDULE 6.1.2	-	SUBSIDIARIES
	SCHEDULE 6.1.14	-	ENVIRONMENTAL DISCLOSURES
	SCHEDULE 7.1.1	-	OPINION OF COUNSEL
	SCHEDULE 8.1.3	-	INSURANCE REQUIREMENTS RELATING TO COLLATERAL
	SCHEDULE 8.1.12	-	POST-CLOSING MATTERS
	SCHEDULE 8.2.1	-	PERMITTED INDEBTEDNESS
	 	 	 
	EXHIBITS	 	 
	EXHIBIT 1.1(A)	-	ASSIGNMENT AND ASSUMPTION AGREEMENT
	EXHIBIT 1.1(G)(1)	-	GUARANTOR JOINDER
	EXHIBIT 1.1(G)(2)	-	GUARANTY AGREEMENT
	EXHIBIT 1.1(I)(2)	-	INTERCOMPANY SUBORDINATION AGREEMENT
	EXHIBIT 1.1(N)(1)	-	REVOLVING CREDIT NOTE
	EXHIBIT 1.1(N)(2)	-	SWING LOAN NOTE
	EXHIBIT 1.1(P)(1)	-	AMENDED AND RESTATED PATENT SECURITY AGREEMENT
	EXHIBIT 1.1(P)(2)	-	AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT
	EXHIBIT 1.1(S)	-	PLEDGE AND SECURITY AGREEMENT
	EXHIBIT 2.5.1	-	LOAN REQUEST
	EXHIBIT 2.5.2	-	SWING LOAN REQUEST
	EXHIBIT 2.12	-	LENDER JOINDER
	EXHIBIT 5.9.7(A)	-	U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	EXHIBIT 5.9.7(B)	-	U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	EXHIBIT 5.9.7(C)	-	U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
	EXHIBIT 5.9.7(D)	-	U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
	EXHIBIT 8.3.3	-	QUARTERLY COMPLIANCE CERTIFICATE


 




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THIRD AMENDED
AND RESTATED CREDIT AGREEMENT


 


THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT
(as hereafter amended, this “Agreement”) is dated as of September 12, 2014 and is made by and among:


 


		(i)	STONERIDGE, INC., an Ohio corporation, STONERIDGE ELECTRONICS,
INC., a Texas corporation, STONERIDGE CONTROL DEVICES, INC., a Massachusetts corporation, and STONERIDGE ELECTRONICS AB, a Swedish
corporation (each individually, a “Borrower” and, collectively, the “Borrowers”),



 


		(ii)	each of the GUARANTORS (as hereinafter defined),



 


		(iii)	the LENDERS (as hereinafter defined),



 


		(iv)	PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative
agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”),
and



 


		(v)	PNC BANK, NATIONAL ASSOCIATION, in its capacity as Issuing
Lender (as hereinafter defined); and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Swing Loan Lender (as hereinafter defined).



 


The Borrowers, the Administrative Agent,
the Issuing Lender and certain of the Lenders are parties to that certain Second Amended and Restated Credit and Security Agreement,
dated as of December 1, 2011, as amended (the “Existing Credit Agreement”). The Lenders hereunder that are party
to the Existing Credit Agreement are sometimes referred to collectively as the “Existing Lenders”.


 


The Existing Credit Agreement amended and
restated in its entirety and superseded that certain Amended and Restated Credit and Security Agreement, dated as of September
20, 2010, as amended among the Borrowers, certain of the Lenders, PNC Bank, National Association, in its capacities as administrative
agent and letter of credit issuer (the “Second Credit Agreement”), which Second Credit Agreement amended and
restated in its entirety that certain Credit and Security Agreement, dated as of November 2, 2007, as amended, among the Borrowers
(other than Stoneridge Sweden) and certain of its affiliates, certain of the Lenders, PNC Bank, National Association (as successor
by merger to National City Business Credit, Inc.), in its capacity as administrative agent, and PNC Bank, National Association
(as successor by merger to National City Bank), in its capacity as letter of credit issuer.


 


Pursuant and subject to the Existing Credit
Agreement, the Lenders agreed to advance to the Borrowers revolving credit loans in an aggregate principal amount not to exceed
$100,000,000 (collectively, as their respective outstanding principal balances exist immediately prior to the effectiveness of
this Agreement, the “Existing Revolving Loans”) and the Issuing Lenders agreed to issue letters of credit (collectively,
as their respective issued and undrawn amounts exist immediately prior to the effectiveness of this Agreement, the “Existing
Letters of Credit”). A list of the Existing Letters of Credit is set forth on Schedule 1.1(L) hereto).


 




    	 



    	 



    

  


The Borrowers have requested the Existing
Lenders to amend and restate in their entirety the terms and conditions of the Existing Credit Agreement as herein provided and
have requested each Lender hereunder that is not an Existing Lender to join in this Agreement and such amended and restated terms
and conditions.


 


Subject to the satisfaction of the terms
and conditions set forth in this Agreement, (i) the Borrowers, the Guarantors, the Administrative Agent, the Existing Lenders,
the Issuing Lender, and the Swing Loan Lender hereby agree that the Existing Credit Agreement shall be amended and restated as
provided herein, and (ii) the Lenders that are not Existing Lenders hereby join in this Agreement and such amended and restated
terms and conditions. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally
bound hereby, the parties hereto covenant and agree as follows:


 


1.          CERTAIN
DEFINITIONS


 


1.1         Certain
Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the
following meanings, respectively, unless the context hereof clearly requires otherwise:


 


2010 Note Documents shall mean Parent’s
Senior Secured Notes due 2017 issued on or about October 4, 2010 pursuant to that certain Indenture, dated as of October 4, 2010,
among Parent, as “Issuer”, Electronics and Controls, as guarantors thereunder, and The Bank of New York Mellon Trust
Company, N.A., as “Trustee”, as the same may be from time to time amended, restated or otherwise modified, and each
other document executed in connection with the foregoing.


 


2010 Note Intercreditor Agreement shall
mean that certain Intercreditor Agreement, dated as of October 4, 2010, executed by each of the Domestic Borrowers, The Bank of
New York Mellon Trust Company, N.A., as “Notes Collateral Agent” (as therein defined) and the Administrative Agent
as “Initial ABL Agent” (as therein defined), as amended.


 


Administrative Agent shall mean PNC
Bank, National Association, and its successors and assigns, in its capacity as administrative agent hereunder.


 


Administrative Agent’s Fee shall
have the meaning specified in Section 10.9 [Administrative Agent’s Fee].


 


Administrative Agent’s Letter
shall have the meaning specified in Section 10.9 [Administrative Agent’s Fee].


 


Affiliate as to any Person shall mean
any other Person (i) which directly or indirectly controls, is controlled by, or is under common control with such Person,
(ii) which beneficially owns or holds 10% or more of any class of the voting or other Equity Interests of such Person or (iii) 10%
or more of any class of voting interests or other Equity Interests of which is beneficially owned or held, directly or indirectly,
by such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to
direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.


 




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Anti-Terrorism Laws shall mean any
Laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, and any
regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended, supplemented or replaced
from time to time.


 


Applicable Facility Fee Rate shall
mean the percentage rate per annum based on the Leverage Ratio then in effect according to the pricing grid on Schedule 1.1(A)
below the heading “Facility Fee.”


 


Applicable Letter of Credit Fee Rate
shall mean the percentage rate per annum based on the Leverage Ratio then in effect according to the pricing grid on Schedule
1.1(A) below the heading “Letter of Credit Fee.”


 


Applicable Margin shall mean, as applicable:


 


(i)          the
percentage spread to be added to the Base Rate applicable to Revolving Credit Loans under the Base Rate Option based on the Leverage
Ratio then in effect according to the pricing grid on Schedule 1.1(A) below the heading “Revolving Credit Base Rate
Spread”, or


 


(ii)         the
percentage spread to be added to the LIBOR Rate applicable to Revolving Credit Loans under the LIBOR Rate Option based on the Leverage
Ratio then in effect according to the pricing grid on Schedule 1.1(A) below the heading “Revolving Credit LIBOR Rate
Spread”.


 


Approved Fund shall mean any fund that
is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of
business and that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an
Affiliate of an entity that administers or manages a Lender.


 


Assignment and Assumption Agreement
shall mean an assignment and assumption agreement entered into by a Lender and an assignee permitted under Section 11.8 [Successors
and Assigns], in substantially the form of Exhibit 1.1(A).


 


Authorized Officer shall mean, with
respect to any Loan Party, the Chief Executive Officer, President, Chief Financial Officer, Treasurer, Assistant Treasurer or similarly
empowered position of such Loan Party, any manager or the members (as applicable) in the case of any Loan Party which is a limited
liability company, or such other individuals, designated by written notice to the Administrative Agent from the Borrowers, authorized
to execute notices, reports and other documents on behalf of such Loan Party required hereunder. The Borrowers may amend such list
of individuals from time to time by giving written notice of such amendment to the Administrative Agent.


 


Base Rate shall mean, for any day,
a fluctuating per annum rate of interest equal to the highest of (i) the Federal Funds Open Rate, plus fifty basis
points (0.5%), (ii) the Prime Rate, and (iii) the Daily LIBOR Rate, plus 100 basis points (1.0%). Any change in
the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs.


 




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Base Rate Option shall mean the option
of the Borrowers to have Loans bear interest at the rate and under the terms set forth in Section 4.1.1(i) [Revolving Credit
Base Rate Options].


 


Borrower and Borrowers shall
have the meaning specified in the introductory paragraph. A Borrower is either a Domestic Borrower or a Foreign Borrower.


 


Borrower Equity Interests shall have
the meaning specified in Section 6.1.2 [Subsidiaries and Owners; Investment Companies].


 


Borrowing Date shall mean, with respect
to any Loan, the date for the making thereof or the renewal or conversion thereof at or to the same or a different Interest Rate
Option, which shall be a Business Day.


 


Borrowing Tranche shall mean specified
portions of Loans outstanding as follows: (i) any Loans to which a LIBOR Rate Option applies which become subject to the same
Interest Rate Option under the same Loan Request by a Borrower and which have the same Interest Period shall constitute one Borrowing
Tranche, and (ii) all Loans to which a Base Rate Option applies shall constitute one Borrowing Tranche.


 


Brazil Pledge Agreements shall mean
(i) a first priority pledge agreement under the laws of the Federative Republic of Brazil among Parent, as pledgor, the Administrative
Agent, and Stoneridge Brazil with respect to the quotas of Stoneridge Brazil and (ii) a first priority pledge agreement under the
laws of the Federative Republic of Brazil among Parent, as pledgor, the Administrative Agent and PST with respect to the quotas
of PST.


 


British Pound shall refer to the lawful
currency of the United Kingdom.


 


Business Day shall mean any day other
than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required to be closed for business in
Pittsburgh, Pennsylvania and if the applicable Business Day relates to any Loan to which the LIBOR Rate Option applies, such day
must also be a day on which dealings are carried on in the London interbank market.


 


Capital Expenditures shall mean for
any period, with respect to any Person, the aggregate of all expenditures by such Person for the acquisition or leasing (pursuant
to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements
during such period) which are required to be capitalized under GAAP on a consolidated balance sheet of such Person.


 


Capital Lease shall mean, subject to
Section 1.3 [Accounting Principles; Changes in GAAP] as applied to any Person, any lease of any property (whether real, personal
or mixed) by that Person as lessee that, in conformity with GAAP, is accounted for as a Capital Lease on the balance sheet of that
Person.


 


Capital Lease Obligations shall mean
all obligations under Capital Leases of the Parent and its Subsidiaries, without duplication, in each case taken at the amount
thereof accounted for as liabilities identified as “capital lease obligations” (or any similar words) on a consolidated
balance sheet of the Parent and its Subsidiaries prepared in accordance with GAAP.


 




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Capital Stock shall mean 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) and any and all warrants, rights or options to purchase any of the foregoing.


 


Cash Management Agreements shall have
the meaning specified in Section 2.6.6 [Swing Loans Under Cash Management Agreements].


 


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


 


CFC shall mean a Controlled Foreign
Corporation, as such term is defined in Section 957 of the Code.


 


CFTC shall mean the Commodity Futures
Trading Commission.


 


Change in Law shall mean the occurrence,
after the date of this Agreement, of any of the following: (i) the adoption or taking effect of any Law, (ii) any change
in any Law or in the administration, interpretation, implementation or application thereof by any Official Body or (iii) the
making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Official Body;
provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection
Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith
(whether or not having the force of Law) and (y) all requests, rules, regulations, guidelines, interpretations 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 (whether or not having the force of Law), in each case pursuant to Basel III,
shall in each case be deemed to be a Change in Law regardless of the date enacted, adopted, issued, promulgated or implemented.


 


Change of Control shall mean (a) any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)), shall become, or obtain rights (whether by means or warrants, options
or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly
or indirectly, of more than fifty percent (50%) of the Capital Stock of the Parent; (b) occupation of a majority of the seats (other
than vacant seats) on the board of directors of the Parent by Persons who were neither (i) nominated by the board of directors
of the Parent nor (ii) appointed by directors so nominated; or (c) the Parent shall cease to own, free and clear of all Liens or
other encumbrances (other than Liens pursuant to the Loan Documents), 100% of the outstanding voting Subsidiary Equity Interests
of each other Borrower on a fully diluted basis.


 


CIP Regulations shall have the meaning
specified in Section 10.11 [No Reliance on Administrative Agent’s Customer Identification Program].


 




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Closing Date shall mean the Business
Day on which the first Loan shall be made, which shall be September 12, 2014.


 


Code shall mean the Internal Revenue
Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the
rules and regulations thereunder, as from time to time in effect.


 


Collateral shall mean the collateral
under the Pledge and Security Agreement or any Intellectual Property Security Agreement.


 


Collateral Agent shall mean the Administrative
Agent acting as Collateral Agent for the Secured Parties (as defined in the Pledge and Security Agreement), and any successor Collateral
Agent designated pursuant to Section 10.6 [Resignation] hereof.


 


Collateral Document shall mean any
Intellectual Property Security Agreement, any Foreign Pledge Agreement and the Pledge and Security Agreement, in each case as amended,
restated, modified or supplemented from time to time.


 


Commitment shall mean as to any Lender
its Revolving Credit Commitment and, in the case of PNC, its Swing Loan Commitment, and Commitments shall mean the aggregate
of the Revolving Credit Commitments and Swing Loan Commitment of all of the Lenders.


 


Commodity Hedge shall mean any commodity
swap, commodity option, or forward commodity contract transaction, commodity price hedging arrangement, and any other similar transaction.


 


Commodity Hedge Liabilities shall have
the meaning assigned in the definition of Lender Provided Commodity Hedge.


 


Compliance Certificate shall have the
meaning specified in Section 8.3.3 [Certificate of Parent].


 


Computation Date shall have the meaning
specified in Section 2.11.1 [Periodic Computations of Dollar Equivalent amounts of Revolving Credit Loans and Letters of Credit
Outstanding, Etc.].


 


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


 




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Consolidated EBITDA shall mean, for
any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such
Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period, (ii) consolidated income tax expense for
such period, (iii) all amounts attributable to depreciation and amortization for such period and (iv) any non-cash charges (other
than the write-down of current assets) for such period (provided that to the extent that all or any portion of the income
of any person is excluded from Consolidated Net Income pursuant to the definition thereof for all or any portion of such period
any amounts set forth in the preceding clauses (i) through (iv) that are attributable to such person shall not be included for
purposes of this definition for such period or portion thereof), and minus (b) without duplication (i) all cash payments made during
such period on account of reserves, restructuring charges and other non-recurring non-cash charges added to Consolidated Net Income
pursuant to clause (a)(iv) above in a previous period and (ii) to the extent included in determining such Consolidated Net Income,
any non-cash extraordinary gains and all non-recurring non-cash items of income for such period, all determined on a consolidated
basis in accordance with GAAP; provided that for purposes of calculating Consolidated EBITDA for any period (A) the Consolidated
EBITDA of any Person acquired by Parent or any Subsidiary of Parent pursuant to a Permitted Acquisition during such period shall
be included on a Pro Forma Basis for such period and (B) the Consolidated EBITDA of any person or line of business sold or otherwise
disposed of by Parent or any Subsidiary of any Loan Party during such period shall be excluded for such period (assuming the consummation
of such sale or other disposition and the repayment of any Indebtedness in connection therewith occurred as of the first day of
such period).


 


Consolidated Funded Indebtedness shall
mean Indebtedness of the Parent and its Subsidiaries on a consolidated basis, but excluding Indebtedness of the type described
in any of clauses (iv), (v) and (vi) of the definition of “Indebtedness” unless such Indebtedness under any of such
clauses (iv), (v) and (vi) is not contingent.


 


Consolidated Interest Expense shall
mean, for any period, total interest expense (including, without limitation, that portion attributable to Capital Lease Obligations
in accordance with GAAP and capitalized interest) of the Parent and its Subsidiaries on a consolidated basis in accordance with
GAAP with respect to all outstanding Indebtedness of the Parent and its Subsidiaries during such period and other financing fees,
charges and expenses incurred by such Person for such period (including with respect to letters of credit), in each case determined
after giving effect to any net payments made or received by the Parent and its Subsidiaries with respect to Interest Rate Hedges
and shall exclude any non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations in
respect of Interest Rate Hedges or other derivative instruments pursuant to Statement of Financial Accounting Standards No. 133;
provided, however, solely for the purpose of clause (b) of Section 8.2.17 [Minimum Interest Coverage Ratio], that
for the purpose of computing Consolidated Interest Expense for each of the Parent’s fiscal quarters ending, respectively,
December 31, 2013, March 31, 2014, June 30, 2014 and September 30, 2014, interest expense attributable to the Indebtedness under
the 2010 Note Documents shall be deemed to be $930,000 in each such fiscal quarter.


 


Consolidated Net Debt shall mean an
amount equal to Consolidated Funded Indebtedness of the Parent and its Subsidiaries on such date, minus the sum of (i) the
amount of consolidated cash in deposit accounts in the United States on such date and (ii) sixty-five percent (65%) of the amount
of consolidated cash in deposit accounts outside of the United States that is freely transferable from such jurisdiction to the
United States on such date and, as to each of (i) and (ii), is not subject to a Lien in favor of any Person other than the Collateral
Agent or to any restriction on the use thereof, other than pursuant to the Loan Documents.


 




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Consolidated Net Income shall mean,
for any period, the net income (or loss) of the Parent and its Subsidiaries for such period determined on a consolidated basis
in accordance with GAAP, adjusted, to the extent included in calculating such net income (or loss), by excluding, without duplication,
the portion of net income (or loss) of the Parent and its Subsidiaries on a consolidated basis allocable to minority interest in
unconsolidated Persons to the extent that cash dividends or distributions have not actually been received by the Parent or one
of its Subsidiaries.


 


Controls shall mean Stoneridge Control
Devices, Inc., a Massachusetts corporation.


 


Covered Entity shall mean (a) each
Borrower, each of such Borrower’s Subsidiaries, all Guarantors and all pledgors of Collateral and each of their respective
officers and employees, (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above and
(c) any agent of the foregoing who acts in any capacity in connection with or benefits from the Loans. For purposes of this definition,
control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding
Equity Interests having ordinary voting power for the election of directors of such Person or other Persons performing similar
functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether
by ownership of Equity Interests, contract or otherwise.


 


Daily LIBOR Rate shall mean, for any
day, the rate per annum determined by the Administrative Agent by dividing (x) the Published Rate by (y) a number equal to 1.00
minus the LIBOR Reserve Percentage on such day.


 


Defaulting Lender shall mean any Lender
that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its
Loans, (ii) fund any portion of its participations in Letters of Credit or Swing Loans or (iii) pay over to the Administrative
Agent, the Issuing Lender, PNC (as the Swing Loan Lender) or any Lender any other amount required to be paid by it hereunder, unless,
in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result
of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the
particular default, if any) has not been satisfied, (b) has notified the Borrowers or the Administrative Agent in writing,
or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under
this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith
determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan
under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has
failed, within three Business Days after request by the Administrative Agent or the Borrowers, acting in good faith, to provide
a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially
able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swing Loans
under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the
Administrative Agent’s or the Borrowers’ receipt of such certification in form and substance satisfactory to the Administrative
Agent or the Borrowers, as the case may be, (d) has become the subject of a Bankruptcy Event or (e) has failed at any time
to comply with the provisions of Section 5.3 [Sharing of Payments by Lenders] within two Business Days of the date required with
respect to purchasing participations from the other Lenders, whereby such Lender’s share of any payment received, whether
by setoff or otherwise, is in excess of its Ratable Share of such payments due and payable to all of the Lenders.


 




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As used in this definition and in Section
2.10 [Defaulting Lenders], the term “Bankruptcy Event” means, with respect to any Person, such Person or such Person’s
direct or indirect parent company becoming the subject of a bankruptcy or insolvency proceeding, or having had a receiver, conservator,
trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation
of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy
Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person
or such Person’s direct or indirect parent company by an Official Body or instrumentality thereof if, and only if, such ownership
interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from
the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Official Body or instrumentality)
to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.


 


Dollar, Dollars, U.S. Dollars and the
symbol $ shall mean lawful money of the United States of America.


 


Dollar Equivalent shall mean, with
respect to any amount of any currency, as of any Computation Date, the Equivalent Amount of such currency expressed in Dollars.


 


Domestic Borrower shall mean each of
Parent, Controls and Electronics.


 


Domestic Guarantor shall mean each
Guarantor that is not a Foreign Subsidiary, as listed on Schedule 1.1(D) (as updated from time to time).


 


Domestic Loan Party shall mean each
Domestic Borrower and each Domestic Guarantor.


 


Domestic Subsidiary shall mean each
Subsidiary that is not a Foreign Subsidiary.


 


Drawing Date shall have the meaning
specified in Section 2.9.3 [Disbursements, Reimbursement].


 


Dutch Pledge Agreement shall mean the
equity interest pledge agreement in form and substance reasonably satisfactory to the Administrative Agent to create a first priority
pledge under the laws of the Kingdom of the Netherlands over 65% of the combined voting power of the issued and outstanding Equity
Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in Stoneridge Netherlands and 100% of the
issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in Stoneridge
Netherlands.


 




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Effective Date shall mean the date
indicated in a document or agreement to be the date on which such document or agreement becomes effective, or, if there is no such
indication, the date of execution of such document or agreement.


 


Electronics shall mean Stoneridge Electronics,
Inc., a Texas corporation.


 


Eligible Contract Participant shall
mean an “eligible contract participant” as defined in the CEA and regulations thereunder.


 


Eligibility Date shall mean,
with respect to each Loan Party and each Swap, the date on which this Agreement or any other Loan Document becomes effective with
respect to such Swap (for the avoidance of doubt, the Eligibility Date shall be the Effective Date of such Swap if this Agreement
or any other Loan Document is then in effect with respect to such Loan Party, and otherwise it shall be the Effective Date of this
Agreement and/or such other Loan Document(s) to which such Loan Party is a party).


 


Environmental Laws shall mean all applicable
federal, state, local, tribal, territorial and foreign Laws (including common law), constitutions, statutes, treaties, regulations,
rules, ordinances and codes and any consent decrees, settlement agreements, judgments, orders, directives, policies or programs
issued by or entered into with an Official Body pertaining or relating to: (i) pollution or pollution control; (ii) protection
of human health from exposure to regulated substances; (iii) protection of the environment and/or natural resources; (iv)
employee safety in the workplace; (v) the presence, use, management, generation, manufacture, processing, extraction, treatment,
recycling, refining, reclamation, labeling, packaging, sale, transport, storage, collection, distribution, disposal or release
or threat of release of regulated substances; (vi) the presence of contamination; (vii) the protection of endangered
or threatened species; and (viii) the protection of environmentally sensitive areas.


 


Equity Interests shall mean (i) shares
of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or
other equity ownership interests in a Person or (ii) any warrants, options or other rights to acquire such shares or interests.


 


Equivalent Amount shall mean, at any
time, as determined by Administrative Agent (which determination shall be conclusive absent manifest error), with respect to an
amount of any currency (the “Reference Currency”) which is to be computed as an equivalent amount of another
currency (the “Equivalent Currency”), the amount of such Equivalent Currency converted from such Reference Currency
at Administrative Agent’s spot selling rate (based on the market rates then prevailing and available to Administrative Agent)
for the sale of such Equivalent Currency for such Reference Currency at a time determined by Administrative Agent on the second
Business Day immediately preceding the event for which such calculation is made.


 


Equivalent Currency shall have the
meaning specified in the definition of “Equivalent Amount”.


 


ERISA shall mean the Employee Retirement
Income Security Act of 1974, as the same may be amended or supplemented from time to time, and any successor statute of similar
import, and the rules and regulations thereunder, as from time to time in effect.


 




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ERISA Event shall mean (a) with respect
to a Pension Plan, a reportable event under Section 4043 of ERISA as to which event (after taking into account notice waivers
provided for in the regulations) there is a duty to give notice to the PBGC; (b) a withdrawal by Parent or any member of the ERISA
Group from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined
in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA;
(c) a complete or partial withdrawal by Parent or any member of the ERISA Group from a Multiemployer Plan, notification that a
Multiemployer Plan is in reorganization, or occurrence of an event described in Section 4041A(a) of ERISA that results in the termination
of a Multiemployer Plan; (d) the filing of a notice of intent to terminate a Pension Plan, the treatment of a Pension Plan amendment
as a termination under Section 4041(e) of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan; (e)
an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee
to administer, any Pension Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due
but not delinquent under Section 4007 of ERISA, upon Parent or any member of the ERISA Group.


 


ERISA Group shall mean, at any time,
the Parent and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under
common control and all other entities which, together with the Parent, are treated as a single employer under Section 414
of the Code or Section 4001(b)(1) of ERISA.


 


Euro shall refer to the lawful currency
of the Participating Member States.


 


European Interbank Market shall mean
the European interbank market for Euro operating in Participating Member States.


 


Event of Default shall mean any of
the events described in Section 9.1 [Events of Default] and referred to therein as an “Event of Default.”


 


Excluded Foreign Subsidiaries shall
mean the Foreign Subsidiaries listed on Schedule 1.1(S).


 


Excluded Hedge Liability or Liabilities
shall mean, with respect to each Loan Party, each of its Swap Obligations if, and only to the extent that, all or any portion
of this Agreement or any other Loan Document that relates to such Swap Obligation is or becomes illegal under the CEA, or any rule,
regulation or order of the CFTC, solely by virtue of such Loan Party’s failure to qualify as an Eligible Contract Participant
on the Eligibility Date for such Swap. Notwithstanding anything to the contrary contained in the foregoing or in any other provision
of this Agreement or any other Loan Document, the foregoing is subject to the following provisos: (a) if a Swap Obligation arises
under a master agreement governing more than one Swap, this definition shall apply only to the portion of such Swap Obligation
that is attributable to Swaps for which such guaranty or security interest is or becomes illegal under the CEA, or any rule, regulations
or order of the CFTC, solely as a result of the failure by such Loan Party for any reason to qualify as an Eligible Contract Participant
on the Eligibility Date for such Swap, (b) if a guarantee of a Swap Obligation would cause such obligation to be an Excluded Hedge
Liability but the grant of a security interest would not cause such obligation to be an Excluded Hedge Liability, such Swap Obligation
shall constitute an Excluded Hedge Liability for purposes of the guaranty but not for purposes of the grant of the security interest,
and (c) if there is more than one Loan Party executing this Agreement or the other Loan Documents and a Swap Obligation would be
an Excluded Hedge Liability with respect to one or more of such Persons, but not all of them, the definition of Excluded Hedge
Liability or Liabilities with respect to each such Person shall only be deemed applicable to (i) the particular Swap Obligations
that constitute Excluded Hedge Liabilities with respect to such Person, and (ii) the particular Person with respect to which such
Swap Obligations constitute Excluded Hedge Liabilities.


 




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Excluded Subsidiaries shall mean, collectively,
SRI CS LLC (fka Bolton Conductive Systems LLC), a Michigan limited liability company, and the Excluded Foreign Subsidiaries. The
Excluded Subsidiaries are not required to join this Agreement as Guarantors.


 


Excluded Taxes shall mean any of the
following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient,
(i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case,
(a) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of
any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof)
or (b) that are Other Connection Taxes, (ii) in the case of a Lender, U.S. federal or Swedish withholding Taxes imposed on amounts
payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in
effect on the date on which (a) such Lender acquires such interest in such Loan or Commitment (other than pursuant to an assignment
request by the Borrowers under Section 5.6.2 [Replacement of a Lender]) or (b) such Lender changes its lending office, except in
each case to the extent that, pursuant to Section 5.9.7 [Status of Lenders], amounts with respect to such Taxes were payable either
to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed
its lending office, (iii) Taxes attributable to such Recipient’s failure to comply with Section 5.9.7 [Status of Lenders],
and (iv) any U.S. federal withholding Taxes imposed under FATCA (except to the extent imposed due to the failure of the Borrowers
to provide documentation or information to the IRS).


 


Executive Order No. 13224 shall mean
the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be,
renewed, extended, amended or replaced.


 


Existing Credit Agreement shall have
the meaning specified in the recital paragraphs of this Agreement.


 


Existing Lenders, Existing Letters
of Credit, and Existing Revolving Loans shall have the respective meanings specified in the recital paragraphs of this
Agreement.


 


Expiration Date shall mean, with respect
to the Revolving Credit Commitments, September 12, 2019.


 


Facility Fee shall have the meaning
specified in Section 2.3 [Facility Fees].


 




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FATCA shall mean Sections 1471 through
1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not
materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements
entered into pursuant to Section 1471(b)(1) of the Code.


 


Federal Funds Effective Rate for any
day shall mean the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100
of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates
on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced
by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces
the weighted average it refers to as the “Federal Funds Effective Rate” as of the date of this Agreement; provided,
if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Federal Funds Effective Rate”
for such day shall be the Federal Funds Effective Rate for the last day on which such rate was announced.


 


Federal Funds Open Rate for any day
shall mean the rate per annum (based on a year of 360 days and actual days elapsed) which is the daily federal funds open rate
as quoted by ICAP North America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM for that day opposite the caption
“OPEN” (or on such other substitute Bloomberg Screen that displays such rate), or as set forth on such other recognized
electronic source used for the purpose of displaying such rate as selected by the Administrative Agent (for purposes of this definition,
an “Alternate Source”) (or if such rate for such day does not appear on the Bloomberg Screen BTMM (or any substitute
screen) or on any Alternate Source, or if there shall at any time, for any reason, no longer exist a Bloomberg Screen BTMM (or
any substitute screen) or any Alternate Source, a comparable replacement rate determined by the Administrative Agent at such time
(which determination shall be conclusive absent manifest error); provided however, that if such day is not a Business Day, the
Federal Funds Open Rate for such day shall be the “open” rate on the immediately preceding Business Day. If and when
the Federal Funds Open Rate changes, the rate of interest with respect to any advance to which the Federal Funds Open Rate applies
will change automatically without notice to the Borrowers, effective on the date of any such change.


 


Foreign Borrower shall mean Stoneridge
Sweden.


 


Foreign Borrower Sublimit shall have
the meaning specified in Section 2.1.3 [Certain Limitations].


 


Foreign Currency Hedge shall mean any
foreign exchange transaction, including spot and forward foreign currency purchases and sales, listed or over-the-counter options
on foreign currencies, non-deliverable forwards and options, foreign currency swap agreements, currency exchange rate price hedging
arrangements, and any other similar transaction providing for the purchase of one currency in exchange for the sale of another
currency.


 


Foreign Currency Hedge Liabilities
shall have the meaning assigned in the definition of Lender Provided Foreign Currency Hedge.


 




    	13



    	 



    

  


Foreign Guarantor shall mean each Guarantor
that is a Foreign Subsidiary, as listed on Schedule 1.1(F) (as updated from time to time).


 


Foreign Holding Company shall mean
any Guarantor which has no material assets or operations, other than the holding of ownership interests in one or more CFCs.


 


Foreign Lender shall mean (i) if the
applicable Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (ii) if the applicable Borrower is not a U.S. Person,
a Lender that is resident or organized under the Laws of a jurisdiction other than that in which such Borrower is resident for
tax purposes.


 


Foreign Loan Party shall mean the Foreign
Borrower and each Foreign Guarantor.


 


Foreign Pledge Agreements shall mean,
collectively, the Brazil Pledge Agreements, Dutch Pledge Agreement and Mauritius Pledge Agreement.


 


Foreign Subsidiary shall mean a Subsidiary
(which may be a corporation, limited liability company, partnership or other legal entity) organized under the Laws of a jurisdiction
outside of the United States.


 


GAAP shall mean generally accepted
accounting principles as are in effect from time to time, subject to the provisions of Section 1.3 [Accounting Principles;
Changes in GAAP], and applied on a consistent basis both as to classification of items and amounts.


 


Guarantor shall mean each of the parties
to this Agreement which is designated as a “Guarantor” on the Closing Date and each other Person which joins this Agreement
as a Guarantor after the Closing Date, as listed on Schedule 1.1(D) [Domestic Guarantors] or Schedule 1.1(F) [Foreign Guarantors],
each as updated from time to time.


 


Guarantor Joinder shall mean a joinder
by a Person as a Guarantor under the Loan Documents in the form of Exhibit 1.1(G)(1).


 


Guaranty of any Person shall mean any
obligation of such Person guaranteeing or in effect guaranteeing any liability or obligation of any other Person in any manner,
whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or
other suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments
for deposit or collection in the ordinary course of business.


 


Guaranty Agreement shall mean the Guaranty
Agreement in substantially the form of Exhibit 1.1(G)(2) executed and delivered by each of the Guarantors to the Administrative
Agent for the benefit of the Lenders.


 


Hedge Liabilities shall mean collectively,
the Commodity Hedge Liabilities, the Foreign Currency Hedge Liabilities and the Interest Rate Hedge Liabilities.


 


ICC shall have the meaning specified
in Section 11.11.1 [Governing Law].


 




    	14



    	 



    

  


Increasing Lender shall have the meaning
specified in Section 2.12 [Increase in Revolving Credit Commitments].


 


Indebtedness shall mean, as to any
Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated,
direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money,
(ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) reimbursement
obligations (contingent or otherwise) under any letter of credit agreement, (iv) obligations under any currency swap agreement,
interest rate swap, cap, collar or floor agreement or other interest rate management device, (v) any other transaction (including
forward sale or purchase agreements, Capital Leases and conditional sales agreements) having the commercial effect of a borrowing
of money entered into by such Person to finance its operations or capital requirements (but not including trade payables and accrued
expenses incurred in the ordinary course of business which are not represented by a promissory note or other evidence of indebtedness
and which are not more than thirty (30) days past due), or (vi) any Guaranty of Indebtedness for borrowed money.


 


Indemnified Taxes shall mean (i) Taxes,
other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party
under any Loan Document, and (ii) to the extent not otherwise described in the preceding clause (i), Other Taxes.


 


Indemnitee shall have the meaning specified
in Section 11.3.2 [Indemnification by the Borrowers].


 


Information shall mean all information
received from the Loan Parties or any of their Subsidiaries relating to the Loan Parties or any of such Subsidiaries or any of
their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing
Lender on a non-confidential basis prior to disclosure by the Loan Parties or any of their Subsidiaries, provided that,
in the case of information received from the Loan Parties or any of their Subsidiaries after the date of this Agreement, such information
is clearly identified at the time of delivery as confidential.


 


Insolvency Proceeding shall mean, with
respect to any Person, (a) a case, action or proceeding with respect to such Person (i) before any court or any other
Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for
the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any
Loan Party or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, or (b) any general
assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect
of such Person’s creditors generally or any substantial portion of its creditors; undertaken under any Law.


 


Intellectual Property Security Agreement
shall mean any of the Patent Security Agreement, Trademark Security Agreement or any security agreement relating to copyrights
hereinafter executed and delivered by each of the Domestic Loan Parties to the Administrative Agent for the benefit of the Lenders.


 




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Intercompany Subordination Agreement
shall mean a Subordination Agreement among the Loan Parties in the form attached hereto as Exhibit 1.1(I)(2).


 


Interest Period shall mean the period
of time selected by a Borrower in connection with (and to apply to) any election permitted hereunder by such Borrower to have Revolving
Credit Loans bear interest under the LIBOR Rate Option. Subject to the last sentence of this definition, such period shall be one
Month with respect to Optional Currency Loans and one, two, three or six Months with respect to all other Loans. Such Interest
Period shall commence on the effective date of such Interest Rate Option, which shall be (i) the Borrowing Date if such Borrower
is requesting new Loans, or (ii) the date of renewal of or conversion to the LIBOR Rate Option if such Borrower is renewing or
converting to the LIBOR Rate Option applicable to outstanding Loans. Notwithstanding the second sentence hereof: (A) any Interest
Period which would otherwise end on a date which is not a Business Day shall be extended to the next succeeding Business Day unless
such Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business
Day, and (B) the Borrowers shall not select, convert to or renew an Interest Period for any portion of the Loans that would end
after the Expiration Date.


 


Interest Rate Hedge shall mean an interest
rate exchange, collar, cap, swap, floor, adjustable strike cap, adjustable strike corridor, cross-currency swap or similar agreements
entered into by any Loan Party in order to provide protection to, or minimize the impact upon, such Loan Party of increasing floating
rates of interest applicable to Indebtedness.


 


Interest Rate Hedge Liabilities shall
have the meaning assigned in the definition of Lender Provided Interest Rate Hedge.


 


Interest Rate Option shall mean any
LIBOR Rate Option or Base Rate Option.


 


IRS shall mean the United States Internal
Revenue Service.


 


ISP98 shall have the meaning specified
in 11.11.1 [Governing Law].


 


Issuing Lender shall mean, with respect
to any Letter of Credit, the issuer of such Letter of Credit and shall be, (i) with respect to Letter of Credit No. CPCS-853803
issued by JPMorgan Chase Bank, N.A. on September 1, 2011 in the amount of $1,700,000 for the benefit of China Merchants Bank or
(ii) with respect to any other Letter of Credit hereunder, PNC, in its individual capacity as issuer of Letters of Credit hereunder,
and any other Lender that Borrowers, Administrative Agent and such other Lender may agree may from time to time issue Letters of
Credit hereunder. Unless the context clearly indicates otherwise, (a) in the context of any request or application for a Letter
of Credit, “Issuing Lender” shall refer to the Issuing Lender to which such request or application is submitted, (ii)
in the context of any Letter of Credit that is issued, amended, renewed or extended, “Issuing Lender” shall refer to
the Issuing Lender that issued, amended, renewed or extended such Letter of Credit and (iii) with respect to references to “Issuing
Lender” that do not relate to a Letter of Credit or a request or application therefor, “Issuing Lender” shall
be deemed to refer to each and every Issuing Lender, severally, as its respective interests may appear.


 




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Joint Venture shall mean a corporation,
partnership, limited liability company or other entity in which any Person other than the Loan Parties and their Subsidiaries holds,
directly or indirectly, an Equity Interest.


 


Law shall mean any law(s) (including
common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued guidance, release, ruling, order, executive
order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlement arrangement, by
agreement, consent or otherwise, with any Official Body, foreign or domestic.


 


Lender Provided Commodity Hedge shall
mean a Commodity Hedge which is provided by any Lender or its Affiliate or a Person that was a Lender or its Affiliate at the time
such Commodity Hedge was entered into and for which such Lender confirms to the Administrative Agent in writing no later than five
(5) Business Days after the execution thereof that it: (a) is documented in a standard International Swaps and Derivatives Association
Master Agreement or another reasonable and customary manner, (b) provides for the method of calculating the reimbursable amount
of the provider’s credit exposure in a reasonable and customary manner, and (c) is entered into for hedging (rather than
speculative) purposes; provided that no such confirmation shall be required for any Lender Provided Commodity Hedge entered
into prior to the Closing Date and permitted under the Existing Credit Agreement. The liabilities owing to the provider of any
Lender Provided Commodity Hedge (the “Commodity Hedge Liabilities”) by any Loan Party or Subsidiary thereof that is
party to such Lender Provided Commodity Hedge shall, for purposes of this Agreement and all other Loan Documents be “Obligations”
of such Loan Party and of each other Loan Party (subject to Section 5.1.2 [Bifurcation]), be guaranteed obligations under the Guaranty
Agreement and secured obligations under any other Loan Document, as applicable, and otherwise treated as Obligations for purposes
of the other Loan Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the
Commodity Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the
other Loan Documents, subject to the express provisions of Section 9.2.4 [Application of Proceeds].


 


Lender Provided Foreign Currency Hedge
shall mean a Foreign Currency Hedge which is provided by any Lender or its Affiliate and for which such Lender confirms to the
Administrative Agent in writing prior to the execution thereof that it: (a) is documented in a standard International Swaps and
Derivatives Association Master Agreement or another reasonable and customary manner, (b) provides for the method of calculating
the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner, and (c) is entered into for
hedging (rather than speculative) purposes; provided that no such confirmation shall be required for any Lender Provided
Foreign Currency Hedge entered into prior to the Closing Date and permitted under the Existing Credit Agreement. The liabilities
owing to the provider of any Lender Provided Foreign Currency Hedge (the “Foreign Currency Hedge Liabilities”)
by any Loan Party that is party to such Lender Provided Foreign Currency Hedge shall, for purposes of this Agreement and all other
Loan Documents be “Obligations” of such Person and of each other Loan Party (subject to Section 5.1.2 [Bifurcation]),
be guaranteed obligations under the Guaranty Agreement and secured obligations under any other Loan Document, as applicable, and
otherwise treated as Obligations for purposes of the other Loan Documents, except to the extent constituting Excluded Hedge Liabilities
of such Person. The Liens securing the Foreign Currency Hedge Liabilities shall be pari passu with the Liens securing all
other Obligations under this Agreement and the other Loan Documents, subject to the express provisions of Section 9.2.4 [Application
of Proceeds].


 




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Lender Provided Interest Rate Hedge
shall mean an Interest Rate Hedge which is provided by any Lender or its Affiliate and with respect to which such Lender confirms
to Administrative Agent in writing prior to the execution thereof that it: (a) is documented in a standard International Swaps
and Derivatives Association Master Agreement, or another reasonable and customary manner, (b) provides for the method of calculating
the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner, and (c) is entered into for
hedging (rather than speculative) purposes; provided that no such confirmation shall be required for any Lender Provided
Interest Rate Hedge entered into prior to the Closing Date and permitted under the Existing Credit Agreement. The liabilities owing
to the provider of any Lender Provided Interest Rate Hedge (the “Interest Rate Hedge Liabilities”) by any Loan
Party that is party to such Lender Provided Interest Rate Hedge shall, for purposes of this Agreement and all other Loan Documents
be “Obligations” of such Person and of each other Loan Party (subject to Section 5.1.2 [Bifurcation]), be guaranteed
obligations under any Guaranty Agreement and secured obligations under any other Loan Document, as applicable, and otherwise treated
as Obligations for purposes of the other Loan Documents, except to the extent constituting Excluded Hedge Liabilities of such Person.
The Liens securing the Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement
and the other Loan Documents, subject to the express provisions of Section 9.2.4 [Application of Proceeds].


 


Lenders shall mean the financial institutions
named on Schedule 1.1(B) and their respective successors and assigns as permitted hereunder, each of which is referred to
herein as a Lender. For the purpose of any Loan Document which provides for the granting of a security interest or other Lien to
the Lenders or to the Collateral Agent for the benefit of the Lenders as security for the Obligations, “Lenders” shall
include any Affiliate of a Lender to which such Obligation is owed.


 


Letter of Credit shall have the meaning
specified in Section 2.9.1 [Issuance of Letters of Credit] and shall include, without limitation, each Existing Letter of
Credit.


 


Letter of Credit Borrowing shall have
the meaning specified in Section 2.9.3 [Disbursements, Reimbursement].


 


Letter of Credit Fee shall have the
meaning specified in Section 2.9.2 [Letter of Credit Fees].


 


Letter of Credit Obligation shall mean,
as of any date of determination, the aggregate Dollar Equivalent amount available to be drawn under all outstanding Letters of
Credit on such date (if any Letter of Credit shall increase in amount automatically in the future, such aggregate Dollar Equivalent
amount available to be drawn shall currently give effect to any such future increase) plus the aggregate Dollar Equivalent
Amount of Reimbursement Obligations and Letter of Credit Borrowings on such date.


 




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Letter of Credit Sublimit shall have
the meaning specified in Section 2.9.1 [Issuance of Letters of Credit].


 


Leverage Ratio shall mean, as of any
date of determination, the ratio of (A) Consolidated Net Debt on such date to (B) Consolidated EBITDA (i) for the four fiscal quarters
then ending if such date is a fiscal quarter end or (ii) for the four fiscal quarters most recently ended if such date is not a
fiscal quarter end.


 


LIBOR Rate shall mean the following:


 


(a)          with
respect to the Dollar Loans comprising any Borrowing Tranche to which the LIBOR Rate Option applies for any Interest Period, the
interest rate per annum determined by the Administrative Agent by dividing (the resulting quotient rounded upwards, if necessary,
to the nearest 1/100th of 1% per annum) (i) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg
page that displays rates at which US dollar deposits are offered by leading banks in the London interbank deposit market), or the
rate which is quoted by another source selected by the Administrative Agent which has been approved by the Intercontinental Exchange
Benchmark Administration Ltd. (or such other Person that takes over the administration of such rate) as an authorized information
vendor for the purpose of displaying rates at which US dollar deposits are offered by leading banks in the London interbank deposit
market (for purposes of this definition, an “Alternate Source”), at approximately 11:00 a.m., London time, two
(2) Business Days prior to the commencement of such Interest Period as the London interbank offered rate for U.S. Dollars for an
amount comparable to such Borrowing Tranche and having a borrowing date and a maturity comparable to such Interest Period (or if
there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source,
a comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive absent
manifest error)), by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage. LIBOR may also be expressed by the following
formula:


 


	
         LIBOR    =
	
        London interbank offered rates quoted by Bloomberg

        or appropriate successor as shown on Bloomberg Page BBAM1

        1.00 – LIBOR Reserve Percentage



 


The LIBOR Rate shall be adjusted with respect
to any Loan to which the LIBOR Rate Option applies that is outstanding on the effective date of any change in the LIBOR Reserve
Percentage as of such effective date. The Administrative Agent shall give prompt notice to the Borrowers of the LIBOR Rate as determined
or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.


 




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(b)          with
respect to Optional Currency Loans in currency other than Euro comprising any Borrowing Tranche to which the LIBOR Rate Option
applies for any Interest Period, the interest rate per annum determined by Administrative Agent by dividing (i) the rate which
appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which deposits in the relevant
Optional Currency are offered by leading banks in the Relevant Interbank Market), or the rate which is quoted by an Alternate Source,
at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period as the Relevant
Interbank Market offered rate for deposits in the relevant Optional Currency for an amount comparable to the principal amount of
such Borrowing Tranche and having a borrowing date and a maturity comparable to such Interest Period (or if there shall at any
time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement
rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error)), by (ii) a
number equal to 1.00 minus the LIBOR Reserve Percentage. Such LIBOR Rate may also be expressed by the following formula:


 


	LIBOR =	
        Relevant Interbank Market offered rate quoted by

        Bloomberg or appropriate successor as shown on

        Bloomberg Page BBAM1                                   

        1.00 - LIBOR Reserve Percentage



 


The LIBOR Rate shall be adjusted with respect to any Loan to
which the LIBOR Rate Option applies that is outstanding on the effective date of any change in the LIBOR Reserve Percentage as
of such effective date. The Administrative Agent shall give prompt notice to the Borrowers of the LIBOR Rate as determined or adjusted
in accordance herewith, which determination shall be conclusive absent manifest error. The LIBOR Rate for any Loans shall be based
upon the LIBOR Rate for the currency in which such Loans are requested.


 


(c)          with
respect to Optional Currency Loans denominated in Euro comprising any Borrowing Tranche to which the LIBOR Rate Option applies
for any Interest Period, the interest rate per annum determined by Administrative Agent by dividing (i) the rate which appears
on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which deposits in Euro are offered
by leading banks in the Relevant Interbank Market) or the rate which is quoted by an Alternate Source, at approximately 11:00 a.m.,
Brussels time, two (2) Business Days prior to the commencement of such Interest Period as the Relevant Interbank Market offered
rate for deposits in Euro for an amount comparable to the principal amount of such Borrowing Tranche and having a borrowing date
and a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page
BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by the Administrative Agent at
such time (which determination shall be conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the LIBOR
Reserve Percentage. Such LIBOR Rate may also be expressed by the following formula:


 


	
         LIBOR   =
	
        London interbank offered rate quoted by

        Bloomberg or appropriate successor as shown on

        Bloomberg Page BBAM1                                   

        1.00 – LIBOR Reserve Percentage



 


The LIBOR Rate shall be adjusted with respect to any Loan to
which the LIBOR Rate Option applies that is outstanding on the effective date of any change in the LIBOR Reserve Percentage as
of such effective date. The Administrative Agent shall give prompt notice to the Borrowers of the LFOR Rate as determined or adjusted
in accordance herewith, which determination shall be conclusive absent manifest error. LIBOR Rate for any Loans shall be based
upon the LIBOR Rate for the currency in which such Loans are requested.


 




    	20



    	 



    

  


Notwithstanding anything contained herein to the contrary, if
at any time the LIBOR Rate as calculated in accordance with this definition shall be less than zero, the LIBOR Rate shall be deemed
to be zero for all purposes under this Agreement.


 


LIBOR Rate Option shall mean the option
of the Borrowers to have Loans bear interest at the rate and under the terms set forth in Section 4.1.1(ii) [Revolving Credit
LIBOR Rate Option].


 


LIBOR Reserve Percentage shall mean
as of any day the maximum percentage in effect on such day, (i) as prescribed by the Board of Governors of the Federal Reserve
System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve requirements)
with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”); and (ii) to
be maintained by a Lender as required for reserve liquidity, special deposit, or similar purpose by any governmental or monetary
authority of any country or political subdivision thereof (including any central bank), against (A) any category of liabilities
that includes deposits by reference to which a LIBOR Rate is to be determined, or (B) any category of extension of credit
or other assets that includes Loans or Borrowing Tranches to which a LIBOR Rate applies.


 


Lien shall mean any mortgage, deed
of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement of any nature whatsoever, whether
voluntarily or involuntarily given, including any conditional sale or title retention arrangement, and any assignment, deposit
arrangement or lease intended as, or having the effect of, security and any filed financing statement or other notice of any of
the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing).


 


Loan Documents shall mean this Agreement,
the Administrative Agent’s Letter, the Guaranty Agreement, the Intercompany Subordination Agreement, the Notes, any Intellectual
Property Security Agreement, the Pledge and Security Agreement, the Foreign Pledge Agreements, the 2010 Note Intercreditor Agreement
and any other instruments, certificates or documents delivered in connection herewith or therewith.


 


Loan Parties shall mean the Borrowers
and the Guarantors.


 


Loan Request shall have the meaning
specified in Section 2.5 [Revolving Credit Loan Requests; Swing Loan Requests].


 


Loans shall mean collectively and Loan
shall mean separately all Revolving Credit Loans and Swing Loans or any Revolving Credit Loan or Swing Loan.


 


Material Adverse Change shall mean
a material adverse effect on (a) the financial condition, results of operations or business of any Loan Party, (b) the financial
condition, results of operations or business of the Loan Parties and their respective Subsidiaries, taken as a whole, (c) the value
of the assets or property of any Loan Party or the Collateral, or the Collateral Agent’s Liens on the Collateral or, subject
to Permitted Liens, the priority of any such Lien or (d) the practical realization of the benefits of the Administrative Agent’s,
the Collateral Agent’s and each Lender’s rights and remedies under this Agreement and the other Loan Documents.


 




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Mauritius Pledge Agreement shall mean
the equity interest or share pledge agreement in form and substance reasonably satisfactory to the Administrative Agent to create
a first priority pledge under the Commercial Code of the laws of the Republic of Mauritius over 65% of the combined voting power
of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in Stoneridge
Mauritius and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section
1.956-2(c)(2)) in Stoneridge Mauritius.


 


Month, with respect to an Interest
Period under the LIBOR Rate Option, shall mean the interval between the days in consecutive calendar months numerically corresponding
to the first day of such Interest Period. If any LIBOR Rate Interest Period begins on a day of a calendar month for which there
is no numerically corresponding day in the month in which such Interest Period is to end, the final month of such Interest Period
shall be deemed to end on the last Business Day of such final month.


 


Multiemployer Plan shall mean any employee
pension benefit plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA and to
which the Parent or any member of the ERISA Group is then making or accruing an obligation to make contributions or, within the
preceding five plan years, has made or had an obligation to make such contributions.


 


New Lender shall have the meaning specified
in Section 2.12 [Increase in Revolving Credit Commitments].


 


Non-Consenting Lender shall have the
meaning specified in Section 11.1 [Modifications, Amendments or Waivers].


 


Non-Qualifying Party shall mean any
Loan Party that fails for any reason to qualify as an Eligible Contract Participant on the Effective Date of the applicable Swap.


 


Notes shall mean collectively, and
Note shall mean separately, the promissory notes in the form of Exhibit 1.1(N)(1) evidencing the Revolving Credit
Loans and in the form of Exhibit 1.1(N)(2) evidencing the Swing Loan.


 


Obligation shall mean any obligation
or liability of any of the Loan Parties, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent,
now or hereafter existing, or due or to become due, under or in connection with (i) this Agreement, the Notes, the Letters
of Credit, the Administrative Agent’s Letter or any other Loan Document whether to the Administrative Agent, any of the Lenders
or their Affiliates or other persons provided for under such Loan Documents, (ii) any Lender Provided Commodity Hedge, (iii) any
Lender Provided Interest Rate Hedge, (iv) any Lender Provided Foreign Currency Hedge, and (v) any Other Lender Provided Financial
Service Product. Notwithstanding anything to the contrary contained in the foregoing, the Obligations shall not include any Excluded
Hedge Liabilities.


 




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Official Body shall mean the government
of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital
rules or standards (including, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee
on Banking Supervision or any successor or similar authority to any of the foregoing).


 


Optional Currency shall mean the following
lawful currencies: the Euro, the British Pound, the Swedish Krona and any other currency approved by Administrative Agent and all
of the Lenders pursuant to Section 2.11.4(iii)) [European Monetary Union; Requests for Additional Optional Currencies]. Subject
to Section 2.11.4 [European Monetary Union], each Optional Currency must be the lawful currency of the specified country.


 


Optional Currency Loans shall have
the meaning specified in Section 2.1.1 [Revolving Credit Loans; Optional Currency Loans].


 


Optional Currency Sublimit shall have
the meaning specified in Section 2.1.1 [Revolving Credit Loans; Optional Currency Loans].


 


Order shall have the meaning specified
in Section 2.9.9 [Liability for Acts and Omissions].


 


Original Currency shall have the meaning
specified in Section 5.12 [Currency Conversion Procedures for Judgments].


 


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


 


Other Currency shall have the meaning
specified in Section 5.12 [Currency Conversion Procedures for Judgments].


 


Other Lender Provided Financial Service
Product shall mean agreements or other arrangements under which any Lender or Affiliate of a Lender provides any of the following
products or services to any of the Loan Parties: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase
cards, (e) ACH transactions, or (f) cash management, including controlled disbursement, accounts or services. The liabilities owing
to the provider of any Other Lender Provided Financial Service Product by any Loan Party or Subsidiary thereof shall, for purposes
of this Agreement and all other Loan Documents be “Obligations” of such Loan Party and of each other Loan Party (subject
to Section 5.1.2 [Bifurcation]), be guaranteed obligations under any Guaranty Agreement and secured obligations under any other
Loan Document, as applicable.


 




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Other Taxes shall mean all present
or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from
the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under,
or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to
an assignment (other than an assignment made pursuant to Section 5.6.2 [Replacement of a Lender]).


 


Overnight Rate shall mean for any day
with respect to any Loans in an Optional Currency, the rate of interest per annum as determined by the Administrative Agent at
which overnight deposits in such currency, in an amount approximately equal to the amount with respect to which such rate is being
determined, would be offered for such day in the Relevant Interbank Market.


 


Parent shall mean Stoneridge, Inc.,
an Ohio corporation.


 


Participant has the meaning specified
in Section 11.8.4 [Participations].


 


Participant Register shall have the
meaning specified in Section 11.8.4 [Participations].


 


Participating Member State shall mean
any member State of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation
of the European Community relating to Economic and Monetary Union.


 


Participation Advance shall have the
meaning specified in Section 2.9.3 [Disbursements, Reimbursement].


 


Patent Security Agreement shall mean
the Amended and Restated Patent Security Agreement in substantially the form of Exhibit 1.1(P)(1) executed and delivered
by each of the Domestic Loan Parties to the Administrative Agent for the benefit of the Lenders.


 


Payment Date shall mean the first day
of each calendar quarter after the date hereof and on the Expiration Date or upon acceleration of the Notes.


 


Payment In Full and Paid in Full
shall mean the indefeasible payment in full in cash of the Loans and other Obligations hereunder, termination of the Commitments
and expiration or termination of all Letters of Credit.


 


PBGC shall mean the Pension Benefit
Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.


 


Pension Plan shall mean at any time
an “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) (including a “multiple
employer plan” as described in Sections 4063 and 4064 of ERISA, but not a Multiemployer Plan) which is covered by Title IV
of ERISA or is subject to the minimum funding standards under Section 412 or Section 430 of the Code and either (i) is
sponsored, maintained or contributed to by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has
at any time within the preceding five years been sponsored, maintained or contributed to by any entity which was at such time a
member of the ERISA Group for employees of any entity which was at such time a member of the ERISA Group, or in the case of a “multiple
employer” or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately
preceding five plan years.


 




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Permitted Acquisition shall mean any
acquisition by a Loan Party or a Subsidiary of Equity Interests in a Person or assets constituting a business or a division or
line of business of a Person, if (a) the business or businesses engaged in by such Person, or such business, division or line of
business, as applicable, is permitted by Section 8.2.10 [Continuation of or Change in Business], (b) no Event of Default or Potential
Default has occurred and is continuing or would result therefrom, (c) all transactions related thereto are consummated in accordance
with applicable laws, (d) in the case of an acquisition of Equity Interests in a Person, after giving effect to such acquisition,
more than 50% of the Equity Interests in such Person, and any other Subsidiary resulting from such acquisition, shall be owned
directly or indirectly by the Parent, (e) all actions required to be taken, if any, with respect to each Subsidiary or asset resulting
from such acquisition under Section 8.2.9 [Subsidiaries, Partnerships and Joint Ventures] shall be taken, (f) the Parent and the
Subsidiaries are in compliance, on a Pro Forma Basis with the covenant contained in Section 8.2.17 [Minimum Interest Coverage Ratio],
(g) after giving effect to the incurrence of any Indebtedness under Section 8.2.1(vii) [Indebtedness] and on a Pro Forma Basis,
the Leverage Ratio of the Parent and its Subsidiaries does not exceed 2.50 to 1.00, (h) in the case of an acquisition of the Equity
Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved
such acquisition, (i) on the date of the consummation of such acquisition, and after giving effect thereto and the payment of consideration
thereunder and costs and expenses in connection therewith by any one or more of the Parent and its Subsidiaries, the remainder
obtained by subtracting the aggregate of the Revolving Facility Usage on such date from the aggregate amount of the Revolving Credit
Commitments on such date shall be greater than Fifty Million Dollars ($50,000,000), and (j) the Borrowers have delivered to the
Administrative Agent a certificate signed by an Authorized Officer to the effect set forth in clauses (a) through (i) above (together
with all financial information considered relevant by the Administrative Agent for the business or Person being acquired with respect
to any individual Permitted Acquisition if aggregate consideration (including cash and non-cash consideration, equity consideration,
any assumption of Indebtedness and any earn out payments) paid by Parent and its Subsidiaries exceeds Fifty Million Dollars ($50,000,000))
and, with respect to clauses (f), (g) and (i), including reasonably detailed calculations demonstrating compliance therewith.


 


Permitted Investments shall mean:


 


(i)          direct
obligations of the United States of America or any agency or instrumentality thereof or obligations backed by the full faith and
credit of the United States of America maturing in twelve (12) months or less from the date of acquisition;


 


(ii)         commercial
paper maturing in 180 days or less rated not lower than A-1, by Standard & Poor’s Financial Services LLC or P-1 by Moody’s
Investors Service, Inc. on the date of acquisition;


 




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(iii)        demand
deposits, time deposits or certificates of deposit maturing within one year in commercial banks whose obligations are rated A-1,
A or the equivalent or better by Standard & Poor’s Financial Services LLC on the date of acquisition;


 


(iv)        money
market or mutual funds whose investments are limited to those types of investments described in clauses (i)-(iii) above; and


 


(v)         investments
made under the Cash Management Agreements or under cash management agreements with any other Lenders.


 


Permitted JV Transaction shall mean
the acquisition by a Loan Party or a Subsidiary of Equity Interests in a Joint Venture which would satisfy the definition of “Permitted
Acquisition” in all respects other than clause (d) in the definition thereof and so long as (i) such Joint Venture is organized
under the Laws of a jurisdiction outside of the United States and (ii) no Loan Party or Subsidiary shall be liable, or agree to
become liable, for any liabilities of such Joint Venture beyond such Loan Party or Subsidiary’s Equity Interest in such Joint
Venture.


 


Permitted Liens shall mean:


 


(i)          Liens
for taxes, assessments, or similar charges, incurred in the ordinary course of business and which are not yet due and payable;


 


(ii)         Pledges
or deposits made in the ordinary course of business to secure payment of workmen’s compensation, or to participate in any
fund in connection with workmen’s compensation, unemployment insurance, old-age pensions or other social security programs;


 


(iii)        Liens
of mechanics, materialmen, warehousemen, carriers, or other like Liens, securing obligations incurred in the ordinary course of
business that are not yet due and payable and Liens of landlords securing obligations to pay lease payments that are not yet due
and payable or in default;


 


(iv)        Good-faith
pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the
repayment of borrowed money) or leases, not in excess of the aggregate amount due thereunder, or to secure statutory obligations,
or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business;


 


(v)         Encumbrances
consisting of zoning restrictions, easements or other restrictions on the use of real property, none of which materially impairs
the use of such property or the value thereof, and none of which is violated in any material respect by existing or proposed structures
or land use;


 


(vi)        Liens,
security interests and mortgages in favor of the Administrative Agent for the benefit of the Lenders and their Affiliates securing
the Obligations (including Lender Provided Commodity Hedges, Lender Provided Interest Rate Hedges , Lender Provided Foreign Currency
Hedges and Other Lender Provided Financial Services Obligations);




 




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(vii)       Any
Lien existing on the date of this Agreement and described on Schedule 1.1(P), provided that the principal amount
secured thereby is not hereafter increased, and no additional assets become subject to such Lien;


 


(viii)      Purchase
Money Security Interests and Capital Lease Obligations permitted in Section 8.2.14 [Capital Expenditures and Leases]; provided
that (i) the aggregate amount of loans and deferred payments secured by such Purchase Money Security Interests and Capital Lease
Obligations shall not exceed Sixteen Million Dollars ($16,000,000) in the aggregate (excluding for the purpose of this computation
any loans or deferred payments secured by Liens described on Schedule 1.1(P)), and (ii) such Liens shall be limited to the
assets acquired with such purchase money financing or leased pursuant to such capital lease;


 


(ix)         Any
Lien against the assets of a Foreign Subsidiary (other than a Foreign Loan Party);


 


(x)          So
long as obligations under the 2010 Note Documents are outstanding, any Lien pursuant to the 2010 Note Documents, subject to the
2010 Note Intercreditor Agreement; or


 


(xi)         The
following, (A) if the validity or amount thereof is being contested in good faith by appropriate and lawful proceedings diligently
conducted so long as levy and execution thereon have been stayed and continue to be stayed or (B) if a final judgment is entered
and such judgment is discharged within thirty (30) days of entry, and in either case they do not affect the Collateral or, in the
aggregate, materially impair the ability of any Loan Party to perform its Obligations hereunder or under the other Loan Documents:


 


(1)         claims
or Liens for taxes, assessments or charges due and payable and subject to interest or penalty; provided that the applicable
Loan Party maintains such reserves or other appropriate provisions as shall be required by GAAP and pays all such taxes, assessments
or charges forthwith upon the commencement of proceedings to foreclose any such Lien;


 


(2)         claims,
Liens or encumbrances upon, and defects of title to, real or personal property other than the Collateral, including any attachment
of personal or real property or other legal process prior to adjudication of a dispute on the merits;


 


(3)         claims
or Liens of mechanics, materialmen, warehousemen, carriers, or other statutory nonconsensual Liens; or


 


(4)         Liens
resulting from final judgments or orders described in Section 9.1.7 [Final Judgments or Orders].


 


Permitted Swedish Merger shall mean
the merger of Stoneridge Sweden, Stoneridge AB and Stoneridge Nordic AB, with Stoneridge Sweden as the surviving entity, so long
as the Loan Parties have provided the Administrative Agent with all documentation and other information requested by the Administrative
Agent in order to comply with requirements of the USA Patriot Act or other applicable Law.


 




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Person shall mean any individual, corporation,
partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, joint venture, government
or political subdivision or agency thereof, or any other entity.


 


Pledge and Security Agreement shall
mean the Pledge and Security Agreement in substantially the form of Exhibit 1.1(S) executed and delivered by each of the
Domestic Loan Parties to the Administrative Agent for the benefit of the Lenders.


 


PNC shall mean PNC Bank, National Association,
its successors and assigns.


 


Potential Default shall mean any event
or condition which with notice or passage of time, or both, would constitute an Event of Default.


 


Prime Rate shall mean the interest
rate per annum announced from time to time by the financial institution then serving as the Administrative Agent at its Principal
Office as its then prime rate, which rate may not be the lowest or most favorable rate then being charged commercial borrowers
or others by the Administrative Agent. Any change in the Prime Rate shall take effect at the opening of business on the day such
change is announced.


 


Principal Office shall mean the main
banking office of the Administrative Agent in Pittsburgh, Pennsylvania.


 


Prior Security Interest shall mean
a valid and enforceable perfected first-priority security interest under the Uniform Commercial Code in the Collateral which is
subject only to statutory Liens for taxes not yet due and payable or Purchase Money Security Interests permitted hereunder.


 


Pro Forma Basis shall mean, with respect
to compliance with any covenant or test hereunder (including for the purposes of the pricing grid on Schedule 1.1(A) hereof), compliance
with such covenant or test after giving effect to (a) any increase in Commitments pursuant to Section 2.12 [Increase in Revolving
Credit Commitments], (b) any Permitted Acquisition (to the extent not subsequently disposed of during such period), or (c) any
sale or disposition of assets (other than as permitted in clauses (i) through (iv) of Section 8.2.7 [Dispositions of Assets and
Subsidiaries]), as if such increase, Permitted Acquisition or such sale or disposition, and all other increases, Permitted Acquisitions
or sales or dispositions, and any refinancing of Indebtedness in connection therewith consummated during such period, and any Indebtedness
or other liabilities incurred in connection with any such Permitted Acquisition or sale or disposition had been consummated or,
as the case may be, incurred at the beginning of such period. For purposes of this definition, (i) if any Indebtedness to be so
incurred bears interest at a floating rate and is being given pro forma effect, the interest on such Indebtedness will be calculated
as if the rate in effect on the last day of the applicable period had been the applicable rate for the entire period (taking into
account any applicable Interest Rate Hedge), (ii) if such Indebtedness bears, at the option of the Borrowers a fixed or floating
rate of interest, interest thereon will be computed by applying, at the option of the Borrowers, either the fixed or floating rate
(determined in accordance with clause (i)); and (iii) interest on Indebtedness under a revolving credit facility will be computed
based upon the average daily balance of such Indebtedness during such period.


 


PST shall mean PST Eletrônica,
Ltda., a limited business company.


 




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Published Rate shall mean the rate
of interest published each Business Day in The Wall Street Journal “Money Rates” listing under the caption
“London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then
the Published Rate shall be the rate at which U.S. dollar deposits are offered by leading banks in the London interbank deposit
market for a one month period as published in another publication selected by the Administrative Agent). Notwithstanding anything
contained herein to the contrary, if at any time the Published Rate as calculated in accordance with this definition shall be less
than zero, the Published Rate shall be deemed to be zero for all purposes under this Agreement.


 


Purchase Money Security Interest shall
mean Liens upon tangible personal property securing loans to any Loan Party or Subsidiary of a Loan Party or deferred payments
by such Loan Party or Subsidiary for the purchase of such tangible personal property.


 


Qualified ECP Loan Party shall mean
each Loan Party that on the Eligibility Date is (a) a corporation, partnership, proprietorship, organization, trust, or other entity
other than a “commodity pool” as defined in Section 1a(10) of the CEA and CFTC regulations thereunder that has total
assets exceeding $10,000,000, or (b) an Eligible Contract Participant that can cause another person to qualify as an Eligible Contract
Participant on the Eligibility Date under Section 1a(18)(A)(v)(II) of the CEA by entering into or otherwise providing a “letter
of credit or keepwell, support, or other agreement” for purposes of Section 1a(18)(A)(v)(II) of the CEA.


 


Ratable Share shall mean:


 


(i)          with
respect to a Lender’s obligation to make Revolving Credit Loans, participate in Letters of Credit and other Letter of Credit
Obligations, and receive payments, interest, and fees related thereto, the proportion that such Lender’s Revolving Credit
Commitment bears to the Revolving Credit Commitments of all of the Lenders, provided however that if the Revolving
Credit Commitments have terminated or expired, the Ratable Shares for purposes of this clause shall be determined based upon the
Revolving Credit Commitments most recently in effect, giving effect to any assignments.


 


(ii)         with
respect to all other matters as to a particular Lender, the percentage obtained by dividing (i) such Lender’s Revolving
Credit Commitment by (ii) the sum of the aggregate amount of the Revolving Credit Commitments of all Lenders; provided however
that if the Revolving Credit Commitments have terminated or expired, the computation in this clause shall be determined based upon
the Revolving Credit Commitments most recently in effect, giving effect to any assignments, and not on the current amount of the
Revolving Credit Commitments and provided further in the case of Section 2.10 [Defaulting Lenders] when a Defaulting
Lender shall exist, “Ratable Share” shall mean the percentage of the aggregate Commitments (disregarding any Defaulting
Lender’s Commitment) represented by such Lender’s Commitment.


 


Recipient shall mean (i) the Administrative
Agent, (ii) any Lender and (iii) the Issuing Lender, as applicable.


 


Reference Currency shall have the meaning
specified in the definition of “Equivalent Amount.”


 




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Reimbursement Obligation shall have
the meaning specified in Section 2.9.3 [Disbursements, Reimbursement].


 


Related Parties shall mean, with respect
to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person
and of such Person’s Affiliates.


 


Relevant Interbank Market shall mean
(a) in relation to the Euro, the European Interbank Market, (b) in relation to Swedish Krona, the Stockholm interbank market and
(c) in relation to any other currency, the London interbank market.


 


Relief Proceeding shall mean any proceeding
seeking a decree or order for relief in respect of any Loan Party or Subsidiary of a Loan Party in a voluntary or involuntary case
under any applicable bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, or for the appointment
of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party or Subsidiary
of a Loan Party for any substantial part of its property, or for the winding-up or liquidation of its affairs, or an assignment
for the benefit of its creditors.


 


Reportable Compliance Event shall mean
that any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument,
arraigned, or custodially detained in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law,
or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations is in actual
or probable violation of any Anti-Terrorism Law.


 


Required Lenders shall mean Lenders
(other than any Defaulting Lender) having more than 50% of the aggregate amount of the Revolving Credit Commitments of the Lenders
(excluding any Defaulting Lender) or, after the termination of the Revolving Credit Commitments, the outstanding Revolving Credit
Loans and Ratable Share of Letter of Credit Obligations of the Lenders (excluding any Defaulting Lender).


 


Required Share shall have the meaning
assigned to such term in Section 5.11 [Settlement Date Procedures].


 


Restricted Investments shall mean all
of the following with respect to any of the Excluded Foreign Subsidiaries: (i) investments or contributions by any of the
Loan Parties directly or indirectly in or to the capital of or other payments to or for the benefit of such Excluded Foreign Subsidiary,
(ii) loans by any of the Loan Parties directly or indirectly to such Excluded Foreign Subsidiary, (iii) guaranties by
any of the Loan Parties directly or indirectly of the obligations of such Excluded Foreign Subsidiary, or (iv) other obligations,
contingent or otherwise, of any of the Loan Parties to or for the benefit of such Excluded Foreign Subsidiary.


 


Restricted Payment shall have the meaning
set forth in Section 8.2.5 [Dividends and Related Distributions].


 




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Revolving Credit Commitment shall mean,
as to any Lender at any time, the amount initially set forth opposite its name on Schedule 1.1(B) in the column labeled
“Amount of Commitment for Revolving Credit Loans,” as such Commitment is thereafter assigned or modified and Revolving
Credit Commitments shall mean the aggregate Revolving Credit Commitments of all of the Lenders.


 


Revolving Credit Loans shall mean collectively
and Revolving Credit Loan shall mean separately all Revolving Credit Loans or any Revolving Credit Loan made by the Lenders
or one of the Lenders to the Borrowers pursuant to Section 2.1 [Revolving Credit Commitments] or Section 2.9.3 [Disbursements,
Reimbursement].


 


Revolving Facility Usage shall mean
at any time the sum of the outstanding Revolving Credit Loans, the outstanding Swing Loans, and the Letter of Credit Obligations.


 


Sanctioned Country shall mean a country
subject to a sanctions program maintained under any Anti-Terrorism Law.


 


Sanctioned Person shall mean any individual
person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred
person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not limited to the blocking
of property or rejection of transactions), under any Anti-Terrorism Law.


 


Settlement Date shall mean the Business
Day on which the Administrative Agent elects to effect settlement pursuant to the procedures set forth in Section 5.11 [Settlement
Date Procedures].


 


Solvent shall mean, with respect to
any Person on any date of determination, taking into account any right of reimbursement, contribution or similar right available
to such Person from other Persons, that on such date (i) the fair value of the property of such Person is greater than the
total amount of liabilities, including contingent liabilities, of such Person, (ii) the present fair saleable value of the
assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts
as they become absolute and matured, (iii) such Person is able to realize upon its assets and pay its debts and other liabilities,
contingent obligations and other commitments as they mature in the normal course of business, (iv) such Person does not intend
to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities
mature, and (v) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction,
for which such Person’s property would constitute unreasonably small capital after giving due consideration to the prevailing
practice in the industry in which such Person is engaged. In computing the amount of contingent liabilities at any time, it is
intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such
time, represents the amount that can reasonably be expected to become an actual or matured liability.


 


Statements shall have the meaning specified
in Section 6.1.6(i) [Historical Statements].


 


Stoneridge Brazil shall mean Stoneridge
do Brasil Participações Ltda., a limited business company (formerly known as Alphabet do Brasil Ltda.).


 




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Stoneridge Mauritius shall mean Stoneridge
Asia Holdings Ltd., a Mauritius corporation.


 


Stoneridge Netherlands shall mean SRI
Holdings CV, a Dutch limited partnership.


 


Stoneridge Sweden shall mean Stoneridge
Electronics AB, a Swedish corporation.


 


Subsidiary of any Person at any time
shall mean any corporation, trust, partnership, limited liability company or other business entity (i) of which more than 50% of
the outstanding voting securities or other interests normally entitled to vote for the election of one or more directors or trustees
(regardless of any contingency which does or may suspend or dilute the voting rights) is at such time owned directly or indirectly
by such Person or one or more of such Person’s Subsidiaries, or (ii)  which is controlled or capable of being controlled
by such Person or one or more of such Person’s Subsidiaries.


 


Subsidiary Equity Interests shall have
the meaning specified in Section 6.1.2 [Subsidiaries and Owners; Investment Companies].


 


Swap shall mean any “swap”
as defined in Section 1a(47) of the CEA and regulations thereunder, other than (a) a swap entered into, or subject to the rules
of, a board of trade designated as a contract market under Section 5 of the CEA, or (b) a commodity option entered into pursuant
to CFTC Regulation 32.3(a).


 


Swap Obligation shall mean any obligation
to pay or perform under any agreement, contract or transaction that constitutes a Swap which is also a Lender Provided Interest
Rate Hedge, Lender Provided Commodity Hedge or a Lender Provided Foreign Currency Hedge.


 


Swedish Krona shall refer to the lawful
currency of the Kingdom of Sweden.


 


Swing Loan Commitment shall mean PNC’s
commitment to make Swing Loans to the Domestic Borrowers pursuant to Section 2.1.2 [Swing Loan Commitment] hereof in an aggregate
principal amount up to Twenty Million Dollars ($20,000,000).


 


Swing Loan Lender shall mean PNC, in
its capacity as a lender of Swing Loans.


 


Swing Loan Note shall mean the Swing
Loan Note of the Domestic Borrowers in the form of Exhibit 1.1(N)(2) evidencing the Swing Loans, together with all
amendments, extensions, renewals, replacements, refinancings or refundings thereof in whole or in part.


 


Swing Loan Request shall mean a request
for Swing Loans made in accordance with Section 2.5.2 [Swing Loan Requests] hereof.


 


Swing Loans shall mean collectively
and Swing Loan shall mean separately all Swing Loans or any Swing Loan made by PNC to a Domestic Borrower pursuant to Section 2.1.2
[Swing Loan Commitment] hereof.


 




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Taxes shall mean all present or future
taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed
by any Official Body, including any interest, additions to tax or penalties applicable thereto.


 


TED Transaction shall mean the transaction
pursuant to which TED de México, S.A. de C.V. shall be split into two entities, each of with shall be organized under the
laws of the United Mexican States and owned by Parent.


 


Trademark Security Agreement shall
mean the Amended and Restated Trademark Security Agreement in substantially the form of Exhibit 1.1(P)(2) executed and delivered
by each of the Domestic Loan Parties to the Administrative Agent for the benefit of the Lenders.


 


UCP shall have the meaning specified
in Section 11.11.1 [Governing Law].


 


USA Patriot Act shall mean the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56,
as the same has been, or shall hereafter be, renewed, extended, amended or replaced.


 


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


 


U.S. Tax Compliance Certificate shall
have the meaning specified in Section 5.9.7 [Status of Lenders].


 


Wiring Business Divestiture shall mean
the disposition by Parent and its Affiliates of an unincorporated division in the business of designing and manufacturing electrical
power and signal distribution products and systems pursuant to that certain Asset Purchase Agreement, dated as of May 26, 2014,
as amended, among Parent, Motherson Sumi Systems Limited, a limited company incorporated under the laws of India and MSSL (GB)
Limited, a limited company incorporated under the laws of the United Kingdom and certain other documentation in connection therewith.


 


Withholding Agent shall mean any Loan
Party and the Administrative Agent.


 


1.2           Construction.
Unless the context of this Agreement otherwise clearly requires, the following rules of construction shall apply to this Agreement
and each of the other Loan Documents: (i) references to the plural include the singular, the plural, the part and the whole and
the words “include,” “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”; (ii) the words “hereof,” “herein,” “hereunder,” “hereto”
and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document as a whole;
(iii) article, section, subsection, clause, schedule and exhibit references are to this Agreement or other Loan Document, as the
case may be, unless otherwise specified; (iv) reference to any Person includes such Person’s successors and assigns; (v)
reference to any agreement, including this Agreement and any other Loan Document together with the schedules and exhibits hereto
or thereto, document or instrument means such agreement, document or instrument as amended, modified, replaced, substituted for,
superseded or restated; (vi) relative to the determination of any period of time, “from” means “from and including,”
“to” means “to but excluding,” and “through” means “through and including”; (vii)
the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to
any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (viii) section
headings herein and in each other Loan Document are included for convenience and shall not affect the interpretation of this Agreement
or such Loan Document, and (ix) unless otherwise specified, all references herein to times of day shall constitute references to
Eastern Time.


 




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1.3           Accounting
Principles; Changes in GAAP. Except as otherwise provided in this Agreement, all computations and determinations as to accounting
or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance
with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings
ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants]
(and all defined terms used in the definition of any accounting term used in Section 8.2) shall have the meaning given to
such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing
statements referred to in Section 6.1.6(i) [Financial Statements; Historical Statements]. Notwithstanding the foregoing, if
Parent notifies the Administrative Agent in writing that Parent wishes to amend any financial covenant in Section 8.2 [Negative
Covenants] of this Agreement, any related definition and/or the definition of the term Leverage Ratio for purposes of interest,
Letter of Credit Fee and Facility Fee determinations to eliminate the effect of any change in GAAP occurring after the Closing
Date on the operation of such financial covenants and/or interest, Letter of Credit Fee or Facility Fee determinations (or if the
Administrative Agent notifies the Parent in writing that the Required Lenders wish to amend any financial covenant in Section 8.2
[Negative Covenants], any related definition and/or the definition of the term Leverage Ratio for purposes of interest, Letter
of Credit Fee and Facility Fee determinations to eliminate the effect of any such change in GAAP), then the Administrative Agent,
the Lenders and the Parent shall negotiate in good faith to amend such ratios or requirements to preserve the original intent thereof
in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, the
Loan Parties’ compliance with such covenants and/or the definition of the term Leverage Ratio for purposes of interest, Letter
of Credit Fee and Facility Fee determinations shall be determined on the basis of GAAP in effect immediately before the relevant
change in GAAP became effective, until either such notice is withdrawn or such covenants or definitions are amended in a manner
satisfactory to the Parent and the Required Lenders, and the Loan Parties shall provide to the Administrative Agent, when they
deliver their financial statements pursuant to Section 8.3.1 [Quarterly Financial Statements] and 8.3.2 [Annual Financial Statements]
of this Agreement, such reconciliation statements as shall be reasonably requested by the Administrative Agent. For purposes of
calculations made pursuant to the terms of this Agreement, GAAP will be deemed to treat operating leases and capital leases in
a manner consistent with their current treatment under generally accepted accounting principles as in effect on the Closing Date,
notwithstanding any modifications or interpretive changes thereto that may occur hereafter.


 


1.4           Currency
Calculations. All financial statements and Compliance Certificates shall be set forth in Dollars. For purposes of preparing
the financial statements, calculating financial covenants and determining compliance with covenants expressed in Dollars, Optional
Currencies shall be converted to Dollars on a weighted average (spot rate for any balance sheet calculation) in accordance with
GAAP.


 




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1.5           Pro
Forma Calculations. With respect to any period during which any increase in Commitments pursuant to Section 2.12 [Increase
in Revolving Credit Commitments], any Permitted Acquisition or any sale or disposition of assets (other than as permitted in clauses
(i) through (iv) of Section 8.2.7 [Dispositions of Assets and Subsidiaries]) occurs as permitted pursuant to the terms hereof,
the financial covenants set forth in Sections 8.2.16 [Maximum Leverage Ratio] and 8.2.17 [Minimum Interest Coverage Ratio] and
the pricing grid on Schedule 1.1(A) hereof shall be calculated with respect to such period and such increase in Commitments, such
Permitted Acquisition or such sale or disposition on a Pro Forma Basis.


 


1.6           Same
Indebtedness; Other References.


 


1.6.1           This
Agreement and the other Loan Documents shall not be deemed to provide for or effect a novation or repayment and re-advance of any
portion of the Existing Revolving Loans or the Existing Letters of Credit now outstanding, it being the intention of the Borrowers
and the Lenders hereby that the Indebtedness owing under this Agreement be and hereby is the same Indebtedness as that owing under
the Existing Credit Agreement immediately prior to the effectiveness hereof. Without limiting the generality of the foregoing,
to the extent, if any, not paid prior to the effectiveness of this Agreement, all accrued interest and fees owing under and pursuant
to the Existing Credit Agreement shall be due and payable in full on the date on which they would have been due and payable pursuant
the Existing Credit Agreement.


 


1.6.2           Upon
the effectiveness of this Agreement as provided in Section 7.1.1 [Deliveries] hereof, the Existing Credit Agreement shall be deemed
to have been amended and restated in its entirety and superseded by this Agreement, and any references in any other Loan Document
to the Existing Credit Agreement shall be deemed to refer to this Agreement.


 


2.          REVOLVING
CREDIT AND SWING LOAN FACILITIES


 


2.1           Revolving
Credit Commitments.


 


2.1.1           Revolving
Credit Loans; Optional Currency Loans. Subject to the terms and conditions hereof and relying upon the representations and
warranties herein set forth, the terms and conditions governing Existing Revolving Loans shall be amended and restated in their
entirety to provide for an amended and restated revolving credit facility under which each Lender severally agrees to make Revolving
Credit Loans in either Dollars or one or more Optional Currencies to the Borrowers at any time or from time to time on or after
the date hereof to the Expiration Date; provided that after giving effect to each such Loan (i) the aggregate Dollar Equivalent
amount of Revolving Credit Loans from such Lender shall not exceed such Lender’s Revolving Credit Commitment minus such Lender’s
Ratable Share of the outstanding Swing Loans and Letter of Credit Obligations, (ii) the Revolving Facility Usage shall not exceed
the Revolving Credit Commitments, (iii) no Revolving Credit Loan to which the Base Rate Option applies shall be made in an Optional
Currency and (iv) the aggregate Dollar Equivalent principal amount of Revolving Credit Loans made in any Optional Currency (each
an “Optional Currency Loan”) shall not exceed $100,000,000 (the “Optional Currency Sublimit”).
Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrowers may borrow, repay and
reborrow pursuant to this Section 2.1 [Revolving Credit Commitments].


 




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The Existing Revolving Loans shall, upon and
subject to the terms and conditions of this Agreement, including Section 7 [Conditions of Lending and Issuance of Letters of Credit]
hereof, be refinanced with an initial advance of Revolving Credit Loans on the Closing Date (with such Revolving Credit Loans advanced
on the Closing Date being pursuant to the respective Ratable Shares of the Lenders), and all commitments for revolving credit under
the Existing Credit Agreement thereupon shall be terminated.


 


2.1.2           Swing
Loan Commitment. Subject to the terms and conditions hereof and relying upon the representations and warranties herein set
forth, and in order to facilitate loans and repayments between Settlement Dates, PNC may, at its option, cancelable at any time
for any reason whatsoever, make swing loans in Dollars (the “Swing Loans”) to the Domestic Borrowers at any
time or from time to time after the date hereof to, but not including, the Expiration Date, in an aggregate principal amount up
to but not in excess of the Swing Loan Commitment, provided that after giving effect to such Loan, the Revolving Facility
Usage shall not exceed the aggregate Revolving Credit Commitments of the Lenders. Within such limits of time and amount and subject
to the other provisions of this Agreement, the Domestic Borrowers may borrow, repay and reborrow pursuant to this Section 2.1.2
[Swing Loan Commitment].


 


2.1.3           Certain
Limitations. Notwithstanding anything to the contrary contained this Agreement (including this Section 2.1 [Revolving Credit
Commitments]), any Note, or any other Loan Document, at no time shall the Equivalent Amount of the portion of the Revolving Credit
Loans and Letter of Credit Obligations that consist of Revolving Credit Loans advanced to the Foreign Borrower and Letters of Credit
issued for the account of the Foreign Borrower exceed Fifty Million Dollars ($50,000,000) in the aggregate (the “Foreign
Borrower Sublimit”).


 


2.2           Nature
of Lenders’ Obligations with Respect to Revolving Credit Loans. Each Lender shall be obligated to participate in each
request for Revolving Credit Loans pursuant to Section 2.5 [Revolving Credit Loan Requests; Swing Loan Requests] in accordance
with its Ratable Share. The aggregate Dollar Equivalent of each Lender’s Revolving Credit Loans outstanding hereunder to
the Borrowers at any time shall never exceed its Revolving Credit Commitment minus its Ratable Share of the outstanding Swing Loans
and Letter of Credit Obligations. The obligations of each Lender hereunder are several. The failure of any Lender to perform its
obligations hereunder shall not affect the Obligations of the Borrowers to any other party nor shall any other party be liable
for the failure of such Lender to perform its obligations hereunder. The Lenders shall have no obligation to make Revolving Credit
Loans hereunder on or after the Expiration Date.


 




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2.3           Facility
Fees. Accruing from the date hereof until the Expiration Date, each Borrower agrees to pay to the Administrative Agent for
the account of each Lender according to its Ratable Share, a nonrefundable facility fee (the “Facility Fee”)
equal to the Applicable Facility Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days
elapsed), multiplied by the aggregate Revolving Credit Commitments from time to time in effect; provided,
further, that any Facility Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the
period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so
long as such Lender shall be a Defaulting Lender except to the extent that such Facility Fee shall otherwise have been due and
payable by the Borrowers prior to such time; and provided further that no Facility Fee shall accrue with respect
to the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the proviso
in the directly preceding sentence, all Facility Fees shall be payable in arrears on each Payment Date and in Dollars.


 


2.4           Termination
or Reduction of Revolving Credit Commitments. The Borrowers shall have the right, upon not less than three (3) Business Days’
notice to the Administrative Agent, to terminate the Revolving Credit Commitments or, from time to time, to reduce the aggregate
amount of the Revolving Credit Commitments (ratably among the Lenders in proportion to their Ratable Shares); provided that no
such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments
of the Revolving Credit Loans made on the effective date thereof, the Revolving Facility Usage would exceed the aggregate Revolving
Credit Commitments of the Lenders. Any such reduction shall be in an amount equal to Five Million Dollars ($5,000,000), or a whole
multiple thereof, and shall reduce permanently the Revolving Credit Commitments then in effect. Any such reduction or termination
shall be accompanied by prepayment of the Notes, together with outstanding Facility Fees, and the full amount of interest accrued
on the principal sum to be prepaid (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to
cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving
Credit Commitments as so reduced or terminated. Any notice to reduce the Revolving Credit Commitments under this Section 2.4
[Termination or Reduction of Revolving Credit Commitments] shall be irrevocable.


 


2.5           Revolving
Credit Loan Requests; Swing Loan Requests.


 


2.5.1           Revolving
Credit Loan Requests. Except as otherwise provided herein, the Borrowers may from time to time prior to the Expiration Date
request the Lenders to make Revolving Credit Loans, or renew or convert the Interest Rate Option applicable to existing Revolving
Credit Loans pursuant to Section 4.2 [Interest Periods], by delivering to the Administrative Agent, not later than 10:00 a.m.,
(i) three (3) Business Days prior to the proposed Borrowing Date with respect to the making of Revolving Credit Loans in Dollars
to which the LIBOR Rate Option applies or the conversion to or the renewal of the LIBOR Rate Option for any Loans in Dollars; (ii)
four (4) Business Days prior to the proposed Borrowing Date with respect to the making of Optional Currency Loans or the date of
conversion to or renewal of the LIBOR Rate Option for any Optional Currency Loan, and (iii) the same Business Day of the proposed
Borrowing Date with respect to the making of a Revolving Credit Loan to which the Base Rate Option applies or the last day of the
preceding Interest Period with respect to the conversion to the Base Rate Option for any Loan, of a duly completed request therefor
substantially in the form of Exhibit 2.5.1 or a request by telephone immediately confirmed in writing by letter, facsimile
or telex in such form (each, a “Loan Request”), it being understood that the Administrative Agent may rely on
the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation.
Each Loan Request shall be irrevocable and shall specify (A) the applicable Borrower, (B) the aggregate amount of the proposed
Loans comprising each Borrowing Tranche, and, if applicable, the Interest Period, which amount shall be in (x) integral multiples
of One Million Dollars ($1,000,000) (or the Dollar Equivalent thereof) and not less than Five Million Dollars ($5,000,000) (or
the Dollar Equivalent thereof) for each Borrowing Tranche under the LIBOR Rate Option, and (y) integral multiples of Five Hundred
Thousand Dollars ($500,000) and not less than One Million Dollars ($1,000,000) for each Borrowing Tranche under the Base Rate Option,
(C) whether the LIBOR Rate Option or Base Rate Option shall apply to the proposed Loans comprising the applicable Borrowing Tranche,
(D) the currency in which such Revolving Credit Loans shall be funded if the applicable Borrower elects the LIBOR Rate Option,
and (E) in the case of a Borrowing Tranche to which the LIBOR Rate Option applies, an appropriate Interest Period for the Loans
comprising such Borrowing Tranche. No Optional Currency Loan may be borrowed as a Base Rate Loan or converted into a Base Rate
Loan or a Loan denominated in a different Optional Currency.


 




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2.5.2           Swing
Loan Requests. Except as otherwise provided herein, any Domestic Borrower may from time to time prior to the Expiration Date
request the Swing Loan Lender to make Swing Loans by delivery to the Swing Loan Lender not later than 12:00 noon on the proposed
Borrowing Date of a duly completed request therefor substantially in the form of Exhibit 2.5.2 hereto or a request by telephone
immediately confirmed in writing by letter, facsimile or telex (each, a “Swing Loan Request”), it being understood
that the Administrative Agent may rely on the authority of any individual making such a telephonic request without the necessity
of receipt of such written confirmation. Each Swing Loan Request shall be irrevocable and shall specify the applicable Borrower,
the proposed Borrowing Date and the principal amount of such Swing Loan, which shall be not less than One Hundred Thousand Dollars
($100,000).


 


2.6           Making
Revolving Credit Loans and Swing Loans; Presumptions by the Administrative Agent; Repayment of Revolving Credit Loans; Borrowings
to Repay Swing Loans.


 


2.6.1           Making
Revolving Credit Loans. The Administrative Agent shall, promptly after receipt by it of a Loan Request pursuant to Section 2.5
[Revolving Credit Loan Requests; Swing Loan Requests], notify the Lenders of its receipt of such Loan Request specifying the information
provided by the Borrowers, including the currency in which the Revolving Credit Loan is requested, and the apportionment among
the Lenders of the requested Revolving Credit Loans as determined by the Administrative Agent in accordance with Section 2.2
[Nature of Lenders’ Obligations with Respect to Revolving Credit Loans]. Each Lender shall remit the principal amount of
each Revolving Credit Loan in the requested Optional Currency (or in Dollars if so requested by the Administrative Agent) to the
Administrative Agent such that the Administrative Agent is able to, and the Administrative Agent shall, to the extent the Lenders
have made funds available to it for such purpose and subject to Section 7.2 [Each Loan or Letter of Credit], fund such Revolving
Credit Loans to the applicable Borrower in U.S. Dollars or the requested Optional Currency (as applicable) and immediately available
funds at the Principal Office prior to 2:00 p.m., on the applicable Borrowing Date; provided that if any Lender fails to
remit such funds to the Administrative Agent in a timely manner, the Administrative Agent may elect in its sole discretion to fund
with its own funds, including funds in the requested Optional Currency, the Revolving Credit Loans of such Lender on such Borrowing
Date, and such Lender shall be subject to the repayment obligation in Section 2.6.2 [Presumptions by the Administrative Agent].
Each Lender at its option may make any Revolving Credit Loan by causing any domestic or foreign office, branch or affiliate of
such Lender to make such Revolving Credit Loan.


 




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2.6.2           Presumptions
by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed
time of any Loan that such Lender will not make available to the Administrative Agent such Lender’s share of such Loan, the
Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6.1 [Making
Revolving Credit Loans] 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 Loan available to the Administrative Agent, then the
applicable Lender (on a several basis) and the Borrowers (on a joint and several basis) agree to pay to the Administrative Agent
forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made
available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment
to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrowers,
the interest rate applicable to Loans under the Base Rate Option. If such Lender pays its share of the applicable Loan to the Administrative
Agent, then the amount so paid shall constitute such Lender’s Loan. Any payment by the Borrowers shall be without prejudice
to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.


 


2.6.3           Making
Swing Loans. So long as PNC elects to make Swing Loans, PNC shall, after receipt by it of a Swing Loan Request pursuant to
Section 2.5.2, [Swing Loan Requests] fund such Swing Loan to the applicable Domestic Borrower in U.S. Dollars and immediately available
funds at the Principal Office prior to 4:00 p.m. on the Borrowing Date.


 


2.6.4           Repayment
of Revolving Credit Loans. The Borrowers shall repay the Revolving Credit Loans together with all outstanding interest thereon
on the Expiration Date.


 


2.6.5           Borrowings
to Repay Swing Loans. PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of the Swing
Loans, and each Lender shall make a Revolving Credit Loan in an amount equal to such Lender’s Ratable Share of the aggregate
principal amount of the outstanding Swing Loans, plus, if PNC so requests, accrued interest thereon, provided that no Lender
shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share
of Letter of Credit Obligations. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base
Rate Option and shall be deemed to have been properly requested in accordance with Section 2.5.1 [Revolving Credit Loan Requests]
without regard to any of the requirements of that provision. PNC shall provide notice to the Lenders (which may be telephonic or
written notice by letter, facsimile or telex) that such Revolving Credit Loans are to be made under this Section 2.6.5 [Borrowings
to Repay Swing Loans] and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such
Revolving Credit Loans (whether or not the conditions specified in Section 2.5.1 [Revolving Credit Loan Requests] are then
satisfied) by the time PNC so requests, which shall not be earlier than 3:00 p.m. on the Business Day next after the date the Lenders
receive such notice from PNC.


 




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2.6.6           Swing
Loans Under Cash Management Agreements. In addition to making Swing Loans pursuant to the foregoing provisions of Section 2.6.3
[Making Swing Loans], without the requirement for a specific request from the Borrowers pursuant to Section 2.5.2 [Swing Loan
Requests], PNC as the Swing Loan Lender may make Swing Loans to the Domestic Borrowers in accordance with the provisions of the
agreements between such Domestic Borrower and such Swing Loan Lender relating to such Domestic Borrower’s deposit, sweep
and other accounts at such Swing Loan Lender and related arrangements and agreements regarding the management and investment of
such Domestic Borrower’s cash assets as in effect from time to time (the “Cash Management Agreements”)
to the extent of the daily aggregate net negative balance in such Domestic Borrower’s accounts which are subject to the provisions
of the Cash Management Agreements. Swing Loans made pursuant to this Section 2.6.6 [Swing Loans Under Cash Management Agreements]
in accordance with the provisions of the Cash Management Agreements shall (i) be subject to the limitations as to aggregate amount
set forth in Section 2.1.2 [Swing Loan Commitment], (ii) not be subject to the limitations as to individual amount set forth
in Section 2.5.2 [Swing Loan Requests], (iii) be payable by such Domestic Borrower, both as to principal and interest, at the rates
and times set forth in this Agreement, (iv) not be made at any time after such Swing Loan Lender has received written notice of
the occurrence of an Event of Default and so long as such shall continue to exist, or, unless consented to by the Required Lenders,
a Potential Default and so long as such shall continue to exist, (v) if not repaid by such Domestic Borrower in accordance with
the provisions of the Cash Management Agreements, be subject to each Lender’s obligation pursuant to Section 2.6.5 [Borrowings
to Repay Swing Loans], and (vi) except as provided in the foregoing subsections (i) through (v), be subject to all of the terms
and conditions of this Section 2 [Revolving Credit and Swing Loan Facilities].


 


2.7           Notes.
The Obligation of the Borrowers to repay the aggregate unpaid principal amount of the Revolving Credit Loans made to it by each
Lender, together with interest thereon, shall be evidenced by a revolving credit Note, dated the Closing Date payable to the order
of such Lender in a face amount equal to the Revolving Credit Commitment of such Lender. The Obligation of the Domestic Borrowers
to repay the aggregate unpaid principal amount of Swing Loans made to it by the Swing Loan Lender, together with interest thereon,
shall be evidenced by a swing Note, dated the Closing Date payable to the order of the Swing Loan Lender in a face amount equal
to the Swing Loan Commitment.


 


2.8           Use
of Proceeds. The proceeds of the Loans shall be used (i) to refinance all existing Indebtedness of the Borrowers under the
2010 Note Documents, (ii) for the payment of fees, costs and expenses relating to the Loan Documents and the transactions contemplated
thereby and (iii) for Permitted Acquisitions, Permitted JV Transactions and ongoing working capital, capital expenditures and other
general company purposes, in each case to the extent permitted hereunder.


 




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2.9           Letter
of Credit Subfacility. Subject to the limitations set forth in Section 2.1.3[Certain Limitations]:


 


2.9.1           Issuance
of Letters of Credit. Upon the effectiveness of this Agreement, each Existing Letter of Credit shall constitute a “Letter
of Credit” for all purposes of this Agreement, issued, for purposes of this Section 2.9 [Letter of Credit Subfacility], on
the Closing Date (provided that any and all fees accrued to the Closing Date in respect thereof pursuant to the Existing Credit
Agreement shall have been paid in full on or before the Closing Date); all of the risk participation exposures in respect of the
Existing Letters of Credit shall be deemed to be assumed by the Lenders ratably according to their respective Ratable Shares; and
the Borrowers, the Administrative Agent and the Issuing Lender hereby agree that, from and after such date, the terms of this Agreement
shall apply to the Existing Letters of Credit, superseding any other agreement theretofore applicable to them to the extent inconsistent
with the terms hereof. The Borrowers or any Loan Party may at any time prior to the Expiration Date request the issuance of a standby
or trade letter of credit (each a “Letter of Credit”), which may be denominated in either Dollars or an Optional
Currency, for its own account or the account of another Loan Party or any Subsidiary, or the amendment or extension of an existing
Letter of Credit, by delivering or transmitting electronically, or having such other Loan Party deliver or transmit electronically
to the Issuing Lender (with a copy to the Administrative Agent) a completed application for letter of credit, or request for such
amendment or extension, as applicable, in such form as the Issuing Lender may specify from time to time by no later than 10:00
a.m. at least five (5) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of the proposed
date of issuance. The Borrowers or any Loan Party shall authorize and direct the Issuing Lender to name the applicable Borrower
or any Loan Party or any Subsidiary as the “Applicant” or “Account Party” of each Letter of Credit; provided
that if any such Subsidiary that is an “Applicant” or “Account Party” is not a Loan Party, the applicable
Letter of Credit Obligations shall be the Obligations of each Loan Party that directly or indirectly owns the Equity Interests
of such Subsidiary. Promptly after receipt of any letter of credit application, the Issuing Lender shall confirm with the Administrative
Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit application and if
not, such Issuing Lender will provide the Administrative Agent with a copy thereof.


 


2.9.1.1           Unless
the Issuing Lender has received notice from any Lender, the Administrative Agent or any Loan Party, at least one day prior to the
requested date of issuance, amendment or extension of the applicable Letter of Credit, that one or more applicable conditions in
Section 7 [Conditions of Lending and Issuance of Letters of Credit] is not satisfied, then, subject to the terms and conditions
hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.9 [Letter of Credit Subfacility],
the Issuing Lender or any of the Issuing Lender’s Affiliates will issue the proposed Letter of Credit or agree to such amendment
or extension, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of
issuance, and (B) in no event expire later than the Expiration Date and provided further that in no event shall (i) the
Letter of Credit Obligations exceed, at any time outstanding, Ten Million Dollars ($10,000,000) (the “Letter of Credit
Sublimit”) or (ii) the Revolving Facility Usage exceed, at any time outstanding, the Revolving Credit Commitments.
Each request by the Borrowers for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation
by the Borrowers that it shall be in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance
of Letters of Credit] after giving effect to the requested issuance, amendment or extension of such Letter of Credit. Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing
Lender will also deliver to the Borrowers and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.


 




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2.9.1.2      Notwithstanding
Section 2.9.1.1, the Issuing Lender shall not be under any obligation to issue any Letter of Credit if any order, judgment or decree
of any Official Body or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter
of Credit, or any Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from
any Official Body with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the
issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect
to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated
hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which
was not applicable on the Closing Date and which the Issuing Lender in good faith deems material to it.


 


2.9.2       Letter
of Credit Fees. The Borrowers shall pay in Dollars (i) to the Administrative Agent for the ratable account of the Lenders
a fee (the “Letter of Credit Fee”) equal to the Applicable Letter of Credit Fee Rate on the daily amount available
to be drawn under each Letter of Credit, and (ii) to the Issuing Lender for its own account a fronting fee equal to 0.125%
per annum on the daily amount available to be drawn under each Letter of Credit. All Letter of Credit Fees and fronting fees shall
be computed on the basis of a year of 360 days and actual days elapsed and shall be payable quarterly in arrears on each Payment
Date following issuance of each Letter of Credit. The Borrowers shall also pay (in Dollars) to the Issuing Lender for the Issuing
Lender’s sole account the Issuing Lender’s then in effect customary fees and administrative expenses payable with respect
to the Letters of Credit as the Issuing Lender may generally charge or incur from time to time in connection with the issuance,
maintenance, amendment (if any), assignment or transfer (if any), negotiation, and administration of Letters of Credit.


 


2.9.3       Disbursements,
Reimbursement. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably
and unconditionally agrees to, purchase from the Issuing Lender a participation in such Letter of Credit and each drawing thereunder
in a Dollar Equivalent amount equal to such Lender’s Ratable Share of the maximum amount available to be drawn under such
Letter of Credit and the amount of such drawing, respectively.


 




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2.9.3.1           In
the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the Issuing Lender will
promptly notify the Borrowers and the Administrative Agent thereof. Provided that it shall have received such notice, the Borrowers
shall reimburse (such obligation to reimburse the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”)
the Issuing Lender prior to 12:00 noon on each date that an amount is paid by the Issuing Lender under any Letter of Credit (each
such date, a “Drawing Date”) by paying to the Administrative Agent for the account of the Issuing Lender an
amount equal to the amount so paid by the Issuing Lender in the same currency as paid, unless otherwise required by the Administrative
Agent of the Issuing Lender. In the event the Borrowers fail to reimburse the Issuing Lender (through the Administrative Agent)
for the full amount of any drawing under any Letter of Credit by 12:00 noon on the Drawing Date, the Administrative Agent will
promptly notify each Lender thereof, and the Borrowers shall be deemed to have requested that Revolving Credit Loans be made by
the Lenders under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of
the unutilized portion of the Revolving Credit Commitment and subject to the conditions set forth in Section 7.2 [Each Loan
or Letter of Credit] other than any notice requirements. Any notice given by the Administrative Agent or Issuing Lender pursuant
to this Section 2.9.3.1 may be oral if immediately confirmed in writing; provided that the lack of such an immediate confirmation
shall not affect the conclusiveness or binding effect of such notice.


 


2.9.3.2           Each
Lender shall upon any notice pursuant to Section 2.9.3.1 make available to the Administrative Agent for the account of the
Issuing Lender an amount in Dollars in immediately available funds equal to its Ratable Share of the amount of the drawing, whereupon
the participating Lenders shall (subject to Section 2.9.3 [Disbursements; Reimbursement]) each be deemed to have made a Revolving
Credit Loan under the Base Rate Option to the Borrowers in that amount. If any Lender so notified fails to make available in Dollars
to the Administrative Agent for the account of the Issuing Lender the amount of such Lender’s Ratable Share of such amount
by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment,
from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective
Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving
Credit Loans under the Base Rate Option on and after the fourth day following the Drawing Date. The Administrative Agent and the
Issuing Lender will promptly give notice (as described in Section 2.9.3.1 above) of the occurrence of the Drawing Date, but failure
of the Administrative Agent or the Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any
Lender to effect such payment on such date shall not relieve such Lender from its obligation to make funds available to the Administrative
Agent as and when required under this Section 2.9.3.2.


 


2.9.3.3           With
respect to any unreimbursed drawing that is not converted into Revolving Credit Loans in Dollars under the Base Rate Option to
the Borrowers in whole or in part as contemplated by Section 2.9.3.1, because of the Borrowers’ failure to satisfy the
conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements, or for any other reason,
the Borrowers shall be deemed to have incurred from the Issuing Lender a borrowing (each a “Letter of Credit Borrowing”)
in Dollars in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest)
and shall bear interest at the rate per annum applicable to the Revolving Credit Loans under the Base Rate Option. Each Lender’s
payment to the Administrative Agent for the account of the Issuing Lender pursuant to Section 2.9.3 [Disbursements, Reimbursement]
shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing (each a “Participation
Advance”) from such Lender in satisfaction of its participation obligation under this Section 2.9.3 [Disbursements,
Reimbursement].


 




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2.9.4      Repayment
of Participation Advances.


 


2.9.4.1           Upon
(and only upon) receipt by the Administrative Agent for the account of the Issuing Lender of immediately available funds from the
Borrowers (i) in reimbursement of any payment made by the Issuing Lender under the Letter of Credit with respect to which
any Lender has made a Participation Advance to the Administrative Agent, or (ii) in payment of interest on such a payment
made by the Issuing Lender under such a Letter of Credit, the Administrative Agent on behalf of the Issuing Lender will pay to
each Lender, in the same funds as those received by the Administrative Agent, the amount of such Lender’s Ratable Share of
such funds, except the Administrative Agent shall retain for the account of the Issuing Lender the amount of the Ratable Share
of such funds of any Lender that did not make a Participation Advance in respect of such payment by the Issuing Lender.


 


2.9.4.2           If
the Administrative Agent is required at any time to return to any Loan Party, or to a trustee, receiver, liquidator, custodian,
or any official in any Insolvency Proceeding, any portion of any payment made by any Loan Party to the Administrative Agent for
the account of the Issuing Lender pursuant to this Section in reimbursement of a payment made under any Letter of Credit or interest
or fees thereon, each Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the
account of the Issuing Lender the amount of its Ratable Share of any amounts so returned by the Administrative Agent plus interest
thereon from the date such demand is made to the date such amounts are returned by such Lender to the Administrative Agent, at
a rate per annum equal to the Federal Funds Effective Rate (or, for any payment in an Optional Currency, the Overnight Rate) in
effect from time to time.


 


2.9.5      Documentation.
Each Loan Party agrees to be bound by the terms of the Issuing Lender’s application and agreement for letters of credit and
the Issuing Lender’s written regulations and customary practices relating to letters of credit, though such interpretation
may be different from such Loan Party’s own. In the event of a conflict between such application or agreement and this Agreement,
this Agreement shall govern. It is understood and agreed that, except in the case of gross negligence or willful misconduct, the
Issuing Lender shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following any
Loan Party’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto.


 


2.9.6      Determinations
to Honor Drawing Requests. In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary
thereof, the Issuing Lender shall be responsible only to determine that the documents and certificates required to be delivered
under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit.


 


2.9.7      Nature
of Participation and Reimbursement Obligations. Each Lender’s obligation in accordance with this Agreement to make the
Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 [Disbursements, Reimbursement], as a result
of a drawing under a Letter of Credit, and the Obligations of the Borrowers to reimburse the Issuing Lender upon a draw under a
Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms
of this Section 2.9 [Letter of Credit Subfacility] under all circumstances, including the following circumstances:


 




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(i)          any
set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing Lender or any of its Affiliates,
the Borrowers or any other Person for any reason whatsoever, or which any Loan Party may have against the Issuing Lender or any
of its Affiliates, any Lender or any other Person for any reason whatsoever;


 


(ii)         the
failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set
forth in Sections 2.1 [Revolving Credit Commitments], 2.5 [Revolving Credit Loan Requests; Swing Loan Requests], 2.6 [Making
Revolving Credit Loans and Swing Loans; Etc.] or 7.2 [Each Loan or Letter of Credit] or as otherwise set forth in this Agreement
for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter
of Credit Borrowing and the obligation of the Lenders to make Participation Advances under Section 2.9.3 [Disbursements, Reimbursement];


 


(iii)        any
lack of validity or enforceability of any Letter of Credit;


 


(iv)        any
claim of breach of warranty that might be made by any Loan Party or any Lender against any beneficiary of a Letter of Credit, or
the existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense or other right which any Loan Party or any Lender
may have at any time against a beneficiary, successor beneficiary any transferee or assignee of any Letter of Credit or the proceeds
thereof (or any Persons for whom any such transferee may be acting), the Issuing Lender or its Affiliates or any Lender or any
other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including
any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit
was procured);


 


(v)         the
lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or
lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document
presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any Letter of Credit,
or the transport of any property or provision of services relating to a Letter of Credit, in each case even if the Issuing Lender
or any of its Affiliates has been notified thereof;


 


(vi)        payment
by the Issuing Lender or any of its Affiliates under any Letter of Credit against presentation of a demand, draft or certificate
or other document which does not comply with the terms of such Letter of Credit;


 


(vii)       the
solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction
or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic
of any property or services relating to a Letter of Credit;


 




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(viii)      any
failure by the Issuing Lender or any of its Affiliates to issue any Letter of Credit in the form requested by any Loan Party, unless
the Issuing Lender has received written notice from such Loan Party of such failure within three Business Days after the Issuing
Lender shall have furnished such Loan Party and the Administrative Agent a copy of such Letter of Credit and such error is material
and no drawing has been made thereon prior to receipt of such notice;


 


(ix)         any
adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party
or Subsidiaries of a Loan Party;


 


(x)          any
breach of this Agreement or any other Loan Document by any party thereto;


 


(xi)         the
occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party;


 


(xii)        the
fact that an Event of Default or a Potential Default shall have occurred and be continuing;


 


(xiii)       the
fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and


 


(xiv)      any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing.


 


2.9.8      Indemnity.
Each Domestic Borrower (on a joint and several basis for itself and all other Loan Parties) and the Foreign Borrower (solely as
to itself) hereby agrees to protect, indemnify, pay and save harmless the Issuing Lender and any of its Affiliates that has issued
a Letter of Credit from and against any and all claims, demands, liabilities, damages, taxes, penalties, interest, judgments, losses,
costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel)
which the Issuing Lender or any of its Affiliates may incur or be subject to as a consequence, direct or indirect, of the issuance
of any Letter of Credit, other than as a result of the gross negligence or willful misconduct of the Issuing Lender as determined
by a final non-appealable judgment of a court of competent jurisdiction.


 




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2.9.9      Liability
for Acts and Omissions. As between any Loan Party and the Issuing Lender, or the Issuing Lender’s Affiliates, such Loan
Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such
Letters of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender shall not be responsible for any of
the following, including any losses or damages to any Loan Party or other Person or property relating therefrom: (i) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application
for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient,
inaccurate, fraudulent or forged (even if the Issuing Lender or its Affiliates shall have been notified thereof); (ii) the
validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit
or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for
any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of
Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other
claim of any Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among
any Loan Party and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or
delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher;
(v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document
required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by
the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences
arising from causes beyond the control of the Issuing Lender or its Affiliates, as applicable, including any act or omission of
any Official Body, and none of the above shall affect or impair, or prevent the vesting of, any of the Issuing Lender’s or
its Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the Issuing Lender from liability for
the Issuing Lender’s gross negligence or willful misconduct in connection with actions or omissions described in such clauses
(i) through (viii) of such sentence. In no event shall the Issuing Lender or its Affiliates be liable to any Loan Party for any
indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including attorneys’ fees), or for
any damages resulting from any change in the value of any property relating to a Letter of Credit.


 


Without limiting the generality of the foregoing,
the Issuing Lender and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the Issuing
Lender or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor
any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant
Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant
to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement
to the same extent as if such presentation had initially been honored, together with any interest paid by the Issuing Lender or
its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon
receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and
shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter
of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place
where such bank is located; and (vi) may settle or adjust any claim or demand made on the Issuing Lender or its Affiliate in any
way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued
to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of
Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented in connection with such
Letter of Credit fail to conform in any way with such Letter of Credit.


 


In furtherance and extension and not in limitation
of the specific provisions set forth above, any action taken or omitted by the Issuing Lender or its Affiliates under or in connection
with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith,
shall not put the Issuing Lender or its Affiliates under any resulting liability to the Borrowers or any Lender.


 




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2.9.10    Issuing
Lender Reporting Requirements. Each Issuing Lender shall, on the first Business Day of each month, provide to Administrative
Agent and Borrowers a schedule of the Letters of Credit issued by it, in form and substance satisfactory to Administrative Agent,
showing the date of issuance of each Letter of Credit, the account party, the original face amount (if any), and the expiration
date of any Letter of Credit outstanding at any time during the preceding month, and any other information relating to such Letter
of Credit that the Administrative Agent may request.


 


2.10         Defaulting
Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the
following provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(i)          fees
shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Facility
Fees];


 


(ii)         the
Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have
taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1
[Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting
Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected
thereby;


 


(iii)        if
any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender,
then:


 


(a)          all
or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among
the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving
Facility Usage does not exceed the total of all non-Defaulting Lenders’ Revolving Credit Commitments, and (y) no Potential
Default or Event of Default has occurred and is continuing at such time;


 


(b)          if
the reallocation described in clause (a) above cannot, or can only partially, be effected, the Borrowers shall within one
Business Day following notice by the Administrative Agent (x) first, prepay such outstanding Swing Loans, and (y) second,
cash collateralize for the benefit of the Issuing Lender the Borrowers’ obligations corresponding to such Defaulting Lender’s
Letter of Credit Obligations (after giving effect to any partial reallocation pursuant to clause (a) above) in a deposit account
held at the Administrative Agent for so long as such Letter of Credit Obligations are outstanding;


 


(c)          if
the Borrowers cash collateralize any portion of such Defaulting Lender’s Letter of Credit Obligations pursuant to clause
(b) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.9.2 [Letter
of Credit Fees] with respect to such Defaulting Lender’s Letter of Credit Obligations during the period such Defaulting Lender’s
Letter of Credit Obligations are cash collateralized;


 


(d)          if
the Letter of Credit Obligations of the non-Defaulting Lenders are reallocated pursuant to clause (a) above, then the fees
payable to the Lenders pursuant to Section 2.9.2 [Letter of Credit Fees] shall be adjusted in accordance with such non-Defaulting
Lenders’ Ratable Share; and


 




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(e)          if
all or any portion of such Defaulting Lender’s Letter of Credit Obligations are neither reallocated nor cash collateralized
pursuant to clause (a) or (b) above, then, without prejudice to any rights or remedies of the Issuing Lender or any other
Lender hereunder, all Letter of Credit Fees payable under Section 2.9.2 [Letter of Credit Fees] with respect to such Defaulting
Lender’s Letter of Credit Obligations shall be payable to the Issuing Lender (and not to such Defaulting Lender) until and
to the extent that such Letter of Credit Obligations are reallocated and/or cash collateralized; and


 


(iv)        so
long as such Lender is a Defaulting Lender, PNC shall not be required to fund any Swing Loans and the Issuing Lender shall not
be required to issue, amend or increase any Letter of Credit, unless the Issuing Lender is satisfied that the related exposure
and the Defaulting Lender’s then outstanding Letter of Credit Obligations will be 100% covered by the Revolving Credit Commitments
of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with Section 2.10(iii)[
Defaulting Lenders], and participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit
shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.10(iii)(a) [Defaulting Lenders] (and
such Defaulting Lender shall not participate therein).


 


If (i) a Bankruptcy Event with respect to a parent company
of any Lender shall occur following the date hereof and for so long as such event shall continue, or (ii) PNC or the Issuing
Lender has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in
which such Lender commits to extend credit, PNC shall not be required to fund any Swing Loan and the Issuing Lender shall not be
required to issue, amend or increase any Letter of Credit, unless PNC or the Issuing Lender, as the case may be, shall have entered
into arrangements with the Borrowers or such Lender, satisfactory to PNC or the Issuing Lender, as the case may be, to defease
any risk to it in respect of such Lender hereunder.


 


In the event that the Administrative Agent, the Borrowers, PNC
and the Issuing Lender agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to
be a Defaulting Lender, then the Administrative Agent will so notify the parties hereto, and the Ratable Share of the Swing Loans
and Letter of Credit Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment,
and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swing Loans) as the Administrative
Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Ratable Share.


 




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2.11         Utilization
of Commitments in Optional Currencies.


 


2.11.1    Periodic
Computations of Dollar Equivalent Amounts of Revolving Credit Loans that are Optional Currency Loans and Letters of Credit Outstanding;
Repayment in Same Currency. For purposes of determining utilization of the Revolving Credit Commitments, the Administrative
Agent will determine the Dollar Equivalent amount of (i) the proposed Revolving Credit Loans that are Optional Currency Loans and
Letters of Credit to be denominated in an Optional Currency as of the requested Borrowing Date or date of issuance, as the case
may be, (ii) the outstanding Letter of Credit Obligations denominated in an Optional Currency as of the last Business Day of each
month, and (iii) the outstanding Revolving Credit Loans denominated in an Optional Currency as of the end of each Interest Period
(each such date under clauses (i) through (iii), and any other date on which the Administrative Agent determines it is necessary
or advisable to make such computation, in its sole discretion, is referred to as a “Computation Date”). Unless
otherwise provided in this Agreement or agreed to by the Administrative Agent and the Company, each Loan and Reimbursement Obligation
shall be repaid or prepaid in the same currency in which the Loan or Reimbursement Obligation was made.


 


2.11.2    Notices
From Lenders That Optional Currencies Are Unavailable to Fund New Loans. The Lenders shall be under no obligation to make the
Revolving Credit Loans requested by the Borrowers which are denominated in an Optional Currency if any Lender notifies the Administrative
Agent by 5:00 p.m. four (4) Business Days prior to the Borrowing Date for such Revolving Credit Loans that such Lender cannot provide
its Revolving Credit Ratable Share of such Revolving Credit Loans in such Optional Currency; provided that a Lender may
give such notice only in the event that such Lender has determined that the relevant Optional Currency is no longer freely traded
in the offshore interbank foreign exchange markets, freely transferable, freely convertible into Dollars or available to such Lender,
or to banks generally, in the Relevant Interbank Market. In the event the Administrative Agent timely receives a notice from a
Lender pursuant to the preceding sentence, the Administrative Agent will notify the Borrowers no later than 12:00 noon three (3)
Business Days prior to the Borrowing Date for such Revolving Credit Loans that the Optional Currency is not then available for
such Revolving Credit Loans, and the Administrative Agent shall promptly thereafter notify the Lenders of the same and the Lenders
shall not make such Revolving Credit Loans requested by the Borrowers under its Loan Request.


 


2.11.3    Notices
From Lenders That Optional Currencies Are Unavailable to Fund Renewals of the LIBOR Rate Option. If a Borrower delivers a Loan
Request requesting that the Lenders renew the LIBOR Rate Option with respect to an outstanding Borrowing Tranche of Revolving Credit
Loans denominated in an Optional Currency, the Lenders shall be under no obligation to renew such LIBOR Rate Option if any Lender
delivers to the Administrative Agent a notice by 5:00 p.m. four (4) Business Days prior to the effective date of such renewal that
such Lender cannot continue to provide Revolving Credit Loans in such Optional Currency. In the event the Administrative Agent
timely receives a notice from a Lender pursuant to the preceding sentence, the Administrative Agent will notify the Borrowers no
later than 12:00 noon three (3) Business Days prior to the renewal date that the renewal of such Revolving Credit Loans in such
Optional Currency is not then available, and the Administrative Agent shall promptly thereafter notify the Lenders of the same.
If the Administrative Agent shall have so notified the Borrowers that any such continuation of such Revolving Credit Loans in such
Optional Currency is not then available, any notice of renewal with respect thereto shall be deemed withdrawn, and such Loans shall
be redenominated into Loans in Dollars at the Base Rate Option or LIBOR Rate Option, at the applicable Borrower’s option
(subject, in the case of the LIBOR Rate Option, to compliance with Section 2.6.1 [Making Revolving Credit Loans, Etc.] and Section
4.1[Interest Rate Options]), with effect from the last day of the Interest Period with respect to any such Loans. The Administrative
Agent will promptly notify the Borrowers and the Lenders of any such redenomination, and in such notice, the Administrative Agent
will state the aggregate Dollar Equivalent amount of the redenominated Revolving Credit Loans in an Optional Currency as of the
applicable Computation Date with respect thereto and such Lender’s Revolving Credit Ratable Share thereof.


 




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2.11.4    European
Monetary Union.


 


(i)          Payments
In Euros Under Certain Circumstances. If (i) any Optional Currency ceases to be lawful currency of the nation issuing the same
and is replaced by the Euro or (ii) any Optional Currency and the Euro are at the same time recognized by any governmental authority
of the nation issuing such currency as lawful currency of such nation and the Administrative Agent or the Required Lenders shall
so request in a notice delivered to the Borrowers, then any amount payable hereunder by any party hereto in such Optional Currency
shall instead by payable in the Euro and the amount so payable shall be determined by translating the amount payable in such Optional
Currency to the Euro at the exchange rate established by that nation for the purpose of implementing the replacement of the relevant
Optional Currency by the Euro (and the provisions governing payments in Optional Currencies in this Agreement shall apply to such
payment in the Euro as if such payment in the Euro were a payment in an Optional Currency). Prior to the occurrence of the event
or events described in clause (i) or (ii) of the preceding sentence, each amount payable hereunder in any Optional Currency will,
except as otherwise provided herein, continue to be payable only in that currency.


 


(ii)         Additional
Compensation Under Certain Circumstances. Each Borrower agrees, at the request of any Lender, to compensate such Lender for
any loss, cost, expense or reduction in return that such Lender shall reasonably determine shall be incurred or sustained by such
Lender as a result of the replacement of any Optional Currency by the Euro and that would not have been incurred or sustained but
for the transactions provided for herein. A certificate of any Lender setting forth such Lender’s determination of the amount
or amounts necessary to compensate such Lender shall be delivered to the Borrowers and shall be conclusive absent manifest error
so long as such determination is made on a reasonable basis. The Borrowers shall pay such Lender the amount shown as due on any
such certificate within ten (10) days after receipt thereof.


 


(iii)        Requests
for Additional Optional Currencies. The Borrowers may deliver to the Administrative Agent a written request that Revolving
Credit Loans hereunder also be permitted to be made in any other lawful currency (other than Dollars), in addition to the currencies
specified in the definition of “Optional Currency” herein, provided that such currency must be freely traded in the
offshore interbank foreign exchange markets, freely transferable, freely convertible into Dollars and available to the Lenders
in the Relevant Interbank Market. The Administrative Agent will promptly notify the Lenders of any such request promptly after
the Administrative Agent receives such request. The Administrative Agent will promptly notify the Borrowers of the acceptance or
rejection by the Administrative Agent and each of the Lenders of the Borrowers’ request. The requested currency shall be
approved as an Optional Currency hereunder only if the Administrative Agent and all of the Lenders approve in writing of the Borrowers’
request.


 




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2.12       Increase
in Revolving Credit Commitments, Increasing Lenders and New Lenders. The Borrowers may, at any time prior to the fourth (4th)
anniversary of the Closing Date, but in no event more than three (3) times during the term of this Agreement, request that (1)
the current Lenders increase their Revolving Credit Commitments (any current Lender which elects to increase its Revolving Credit
Commitment shall be referred to as an “Increasing Lender”) or (2) one or more new lenders (each a “New
Lender”) join this Agreement and provide a Revolving Credit Commitment hereunder, subject to the following terms and
conditions:


 


2.12.1.1           No
Obligation to Increase. No current Lender shall be obligated to increase its Revolving Credit Commitment and any increase in
the Revolving Credit Commitment by any current Lender shall be in the sole discretion of such current Lender.


 


2.12.1.2           Defaults.
There shall exist no Events of Default or Potential Default on the effective date of such increase after giving effect to such
increase.


 


2.12.1.3           Aggregate
Revolving Credit Commitments. After giving effect to such increase, (i) the total Revolving Credit Commitments shall not exceed
$380,000,000 and (ii) the aggregate amount of increases in the Revolving Credit Commitments since the Closing Date pursuant to
this Section 2.12 [Increase in Revolving Credit Commitments, Increasing Lenders and New Lenders] shall not exceed $80,000,000.


 


2.12.1.4           Minimum
Revolving Credit Commitments. The amount of the Revolving Credit Commitment provided by each New Lender shall be at least $5,000,000;
and the aggregate amount of the new Revolving Credit Commitments of all of the New Lenders and additional Revolving Credit Commitments
of all of the Increasing Lenders that are the subject of such increase shall be at least $20,000,000.


 


2.12.1.5           Resolutions;
Opinion. The Loan Parties shall deliver to the Administrative Agent on or before the effective date of such increase the following
documents in a form reasonably acceptable to the Administrative Agent: (1) certifications of their corporate secretaries with attached
resolutions certifying that the increase in the Revolving Credit Commitment has been approved by such Loan Parties, and (2) an
opinion of counsel addressed to the Administrative Agent and the Lenders addressing the authorization and execution of the Loan
Documents by, and enforceability of the Loan Documents against, the Loan Parties.


 


2.12.1.6           Notes.
The Borrowers shall execute and deliver (1) to each Increasing Lender a replacement revolving credit Note reflecting the new amount
of such Increasing Lender’s Revolving Credit Commitment after giving effect to the increase (and the prior Note issued to
such Increasing Lender shall be deemed to be terminated) and (2) to each New Lender a revolving credit Note reflecting the amount
of such New Lender’s Revolving Credit Commitment.


 


2.12.1.7           Approval
of New Lenders. Any New Lender shall be subject to the approval of the Administrative Agent, the Issuing Lender, the Swing
Loan Lender and, unless an Event of Default has occurred and is continuing at the time of such increase, the Borrowers.


 


2.12.1.8           Increasing
Lenders. Each Increasing Lender shall confirm its agreement to increase its Revolving Credit Commitment pursuant to an acknowledgement
in a form acceptable to the Administrative Agent, signed by it and the Borrowers and delivered to the Administrative Agent at least
five (5) days before the effective date of such increase.


 




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2.12.1.9           New
Lenders; Joinder. Each New Lender shall execute a lender joinder in substantially the form of Exhibit 2.12 pursuant to which
such New Lender shall join and become a party to this Agreement and the other Loan Documents with a Revolving Credit Commitment
in the amount set forth in such lender joinder.


 


2.12.2    Treatment
of Outstanding Loans and Letters of Credit.


 


2.12.2.1           Repayment
of Outstanding Loans; Borrowing of New Loans. On the on the effective date of such increase, the Borrowers shall repay all
Loans then outstanding, subject to the Borrowers’ indemnity obligations under Section 5.10 [Indemnity]; provided that
it may borrow new Loans with a Borrowing Date on such date. Each of the Lenders shall participate in any new Loans made on or after
such date in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments
contemplated by this Section 2.12.


 


2.12.2.2           Outstanding
Letters of Credit. Repayment of Outstanding Loans; Borrowing of New Loans. On the effective date of such increase, each Increasing
Lender and each New Lender (i) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal
to its Ratable Share of such Letter of Credit and the participation of each other Lender in such Letter of Credit shall be adjusted
accordingly and (ii) will acquire, (and will pay to the Administrative Agent, for the account of each Lender, in immediately available
funds, an amount equal to) its Ratable Share of all outstanding Participation Advances.


 


3.          RESERVED


 


4.          INTEREST
RATES


 


4.1           Interest
Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected
by them from the Base Rate Option or LIBOR Rate Option set forth below applicable to the Loans, it being understood that, subject
to the provisions of this Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to
apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate
Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not
be at any one time outstanding more than eight (8) Borrowing Tranches in the aggregate among all of the Loans and provided further
that if an Event of Default or Potential Default exists and is continuing, the Borrowers may not request, convert to, or renew
the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under
the LIBOR Rate Option shall be converted immediately to the Base Rate Option, subject to the obligation of the Borrowers to pay
any indemnity under Section 5.10 [Indemnity] in connection with such conversion. If at any time the designated rate applicable
to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan
shall be limited to such Lender’s highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall
be paid by the Borrowers in such Optional Currency.


 




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4.1.1      Revolving
Credit Interest Rate Options; Swing Line Interest Rate. The Borrowers shall have the right to select from the following Interest
Rate Options applicable to the Revolving Credit Loans:


 


(i)          Revolving
Credit Base Rate Option: A fluctuating rate per annum (computed on the basis of a year of 365 or 366 days, as the case may
be, and actual days elapsed) equal to the Base Rate plus the Applicable Margin, such interest rate to change automatically from
time to time effective as of the effective date of each change in the Base Rate; or


 


(ii)         Revolving
Credit LIBOR Rate Option: A rate per annum (computed on the basis of a year of 365 or 366 days, as the case may be, and actual
days elapsed with respect to Loans denominated in British Pounds and computed on the basis of a year of 360 days and actual days
elapsed with respect to Loans denominated in all other currencies) equal to the LIBOR Rate as determined for each applicable Interest
Period plus the Applicable Margin.


 


Subject to Section 4.3 [Interest After Default], the Daily LIBOR
Rate (computed on the basis of a year of 360 days and actual days elapsed) plus the Applicable Margin under the LIBOR Rate
Option shall apply to the Swing Loans; provided that if for any reason the Daily LIBOR Rate is unascertainable, unlawful
or unavailable then the Base Rate Option applicable to Revolving Credit Loans shall apply to the Swing Loans.


 


4.1.2      [Reserved].


 


4.1.3      Rate
Quotations. The Borrowers may call the Administrative Agent on or before the date on which a Loan Request is to be delivered
to receive an indication of the rates then in effect, but it is acknowledged that such projection shall not be binding on the Administrative
Agent or the Lenders nor affect the rate of interest which thereafter is actually in effect when the election is made.


 


4.2           Interest
Periods. At any time when the Borrowers shall select, convert to or renew a LIBOR Rate Option, the Borrowers shall notify the
Administrative Agent thereof by delivering a Loan Request to the Administrative Agent (i) at least three (3) Business Days prior
to the effective date of such LIBOR Rate Option with respect to a Loan denominated in Dollars, and (ii) at least four (4) Business
Days prior to the effective date of such LIBOR Rate Option with respect to an Optional Currency Loan. The notice shall specify
an Interest Period during which such Interest Rate Option shall apply. Notwithstanding the preceding sentence, the following provisions
shall apply to any selection of, renewal of, or conversion to a LIBOR Rate Option:


 


4.2.1      Amount
of Borrowing Tranche. Each Borrowing Tranche of Loans under the LIBOR Rate Option shall be in integral multiples of, and not
less than, the respective amounts set forth in Section 2.5.1 [Revolving Credit Loan Requests]; and


 




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4.2.2      Renewals.
In the case of the renewal of a LIBOR Rate Option at the end of an Interest Period, the first day of the new Interest Period shall
be the last day of the preceding Interest Period, without duplication in payment of interest for such day.


 


4.3           Interest
After Default. To the extent permitted by Law, upon the occurrence of an Event of Default and until such time such Event of
Default shall have been cured or waived, (a) automatically while any Event of Default exists under Sections 9.1.1 [Payments Under
Loan Documents] or 9.1.13 [Relief Proceedings] and (b) with respect to any other Event of Default, at the discretion of the Administrative
Agent or upon written demand by the Required Lenders to the Administrative Agent:


 


4.3.1      Letter
of Credit Fees, Interest Rate. The Letter of Credit Fees and the rate of interest for each Loan otherwise applicable pursuant
to Section 2.9.2 [Letter of Credit Fees] or Section 4.1 [Interest Rate Options], respectively, shall be increased by
two percent (2.0%) per annum;


 


4.3.2      Other
Obligations. Each other Obligation hereunder if not paid when due shall bear interest at a rate per annum equal to the sum
of the rate of interest applicable to Revolving Credit Loans under the Base Rate Option plus an additional 2.0% per annum from
the time such Obligation becomes due and payable and until it is Paid In Full; and


 


4.3.3      Acknowledgment.
Each Borrower acknowledges that the increase in rates referred to in this Section 4.3 [Interest After Default] reflects, among
other things, the fact that such Loans or other amounts have become a substantially greater risk given their default status and
that the Lenders are entitled to additional compensation for such risk; and all such interest shall be payable by Borrowers upon
demand by Administrative Agent.


 


4.4           LIBOR
Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available.


 


4.4.1      Unascertainable.
If on any date on which a LIBOR Rate would otherwise be determined, the Administrative Agent shall have determined that:


 


(i)          adequate
and reasonable means do not exist for ascertaining such LIBOR Rate, or


 


(ii)         a
contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to the LIBOR Rate,


 


then the Administrative Agent shall have the
rights specified in Section 4.4.3 [Administrative Agent’s and Lender’s Rights].


 


4.4.2      Illegality;
Increased Costs; Deposits Not Available. If at any time any Lender shall have determined that:


 


(i)          the
making, maintenance or funding of any Loan to which a LIBOR Rate Option applies has been made impracticable or unlawful by compliance
by such Lender in good faith with any Law or any interpretation or application thereof by any Official Body or with any request
or directive of any such Official Body (whether or not having the force of Law), or


 




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(ii)         such
LIBOR Rate Option will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any such
Loan, or


 


(iii)        after
making all reasonable efforts, deposits of the relevant amount in Dollars or in the Optional Currency, as applicable, for the relevant
Interest Period for a Loan, or to banks generally, to which a LIBOR Rate Option applies, respectively, are not available to such
Lender with respect to such Loan, or to banks generally, in the interbank eurodollar market, then the Administrative Agent shall
have the rights specified in Section 4.4.3 [Administrative Agent’s and Lender’s Rights].


 


4.4.3      Administrative
Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Unascertainable] above,
the Administrative Agent shall promptly so notify the Lenders and the Borrowers thereof, and in the case of an event specified
in Section 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, such Lender shall promptly so notify the Administrative
Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall
promptly send copies of such notice and certificate to the other Lenders and the Borrowers. Upon such date as shall be specified
in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the
case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender,
to allow the Borrowers to select, convert to or renew a LIBOR Rate Option or select an Optional Currency, as applicable, shall
be suspended until the Administrative Agent shall have later notified the Borrowers, or such Lender shall have later notified the
Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances
giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under
Section 4.4.1 [Unascertainable] and the Borrowers have previously notified the Administrative Agent of its selection of, conversion
to or renewal of a LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed
to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If
any Lender notifies the Administrative Agent of a determination under Section 4.4.2 [Illegality; Increased Costs; Deposits
Not Available], the Borrowers shall, subject to the Borrowers’ indemnification Obligations under Section 5.10 [Indemnity],
as to any Loan of the Lender to which a LIBOR Rate Option applies, on the date specified in such notice either (i) as applicable,
convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency
or Dollars, or (ii) prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrowers
of conversion or prepayment, such Loan shall be automatically redenominated into Loans in Dollars and converted to the Base Rate
Option otherwise available with respect to such Loan upon such specified date.


 


4.5           Selection
of Interest Rate Options. If the Borrowers fail to select a new Interest Period to apply to any Borrowing Tranche of Loans
under the LIBOR Rate Option at the expiration of an existing Interest Period applicable to such Borrowing Tranche in accordance
with the provisions of Section 4.2 [Interest Periods], the Borrowers shall be deemed to have converted such Borrowing Tranche
to the Base Rate Option, as applicable to Revolving Credit Loans, commencing upon the last day of the existing Interest Period,
and such Revolving Credit Loans shall be automatically redenominated into Loans in Dollars.


 




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5.          PAYMENTS


 


5.1           Payments;
Bifurcation.


 


5.1.1      Payments.
Subject to Section 5.9.2 [Payments Free of Taxes], all payments and prepayments to be made in respect of principal, interest, Facility
Fees, Letter of Credit Fees, Administrative Agent’s Fee or other fees or amounts due from the Borrowers hereunder shall be
payable prior to 11:00 a.m. on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived by the Borrowers, and without set-off, counterclaim or other deduction of any nature, and an action therefor shall
immediately accrue. Such payments shall be made to the Administrative Agent at the Principal Office for the account of PNC with
respect to the Swing Loans and for the ratable accounts of the Lenders with respect to the Revolving Credit Loans in U.S. Dollars
and in immediately available funds, and the Administrative Agent shall promptly distribute such amounts to the Lenders in immediately
available funds; provided that in the event payments are received by 11:00 a.m. by the Administrative Agent with respect to the
Loans and such payments are not distributed to the Lenders on the same day received by the Administrative Agent, the Administrative
Agent shall pay the Lenders interest at the Federal Funds Effective Rate in the case of Loans or other amounts due in Dollars,
or the Overnight Rate in the case of Loans or other amounts due in an Optional Currency, with respect to the amount of such payments
for each day held by the Administrative Agent and not distributed to the Lenders. The Administrative Agent’s and each Lender’s
statement of account, ledger or other relevant record shall, in the absence of manifest error, be conclusive as the statement of
the amount of principal of and interest on the Loans and other amounts owing under this Agreement (including the Equivalent Amounts
of the applicable currencies where such computations are required) and shall be deemed an “account stated”. All payments
of principal and interest made in respect of the Loans must be repaid in the same currency (whether Dollars or the applicable Optional
Currency) in which such Loan was made and all Unpaid Drawings with respect to each Letter of Credit shall be made in the same currency
(whether Dollars or the applicable Optional Currency) in which such Letter of Credit was issued. The Administrative Agent may (but
shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account
of the applicable Borrower with the Administrative Agent.


 


5.1.2      Bifurcation.
For the avoidance of doubt, each of the Loan Parties and each of the Lenders acknowledges and agrees that, notwithstanding anything
to the contrary in this Agreement or any of the other Loan Documents, the Obligations of the Foreign Borrower under this Agreement
or any of the other Loan Documents shall be separate and distinct from the Obligations of any Domestic Loan Party including, without
limitation, the Domestic Borrowers, and shall be expressly limited to the Obligations of the Foreign Borrower. In furtherance of
the foregoing, each of the parties acknowledges and agrees that the liability of the Foreign Borrower for the payment and performance
of its covenants, representations and warranties set forth in this Agreement and the other Loan Documents shall be several from
but not joint with the Obligations of the Domestic Borrowers and any other Domestic Loan Party. Each Borrower hereby jointly and
severally unconditionally and irrevocably guarantees the full and punctual payment and performance when due of all the Obligations
of the Foreign Borrower owing to any Lender or any Lender Affiliate, including, without limitation, Obligations and liabilities
under any Lender Provided Commodity Hedge, any Lender Provided Interest Rate Hedge (other than Excluded Hedge Liability or Liabilities),
any Lender Provided Foreign Currency Hedge (other than Excluded Hedge Liability or Liabilities), and any Other Lender Provided
Financial Service Product.


 




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5.2           Pro
Rata Treatment of Lenders. Each borrowing of Revolving Credit Loans shall be allocated to each Lender according to its Ratable
Share, and each selection of, conversion to or renewal of any Interest Rate Option and each payment or prepayment by the Borrowers
with respect to principal, interest, Facility Fees and Letter of Credit Fees (but excluding the Administrative Agent’s Fee
and the Issuing Lender’s fronting fee) shall (except as otherwise may be provided with respect to a Defaulting Lender and
except as provided in Sections 4.4.3 [Administrative Agent’s and Lender’s Rights] in the case of an event specified
in Section 4.4 [LIBOR Rate Unascertainable; Etc.], 5.6.2 [Replacement of a Lender] or 5.8 [Increased Costs]) be payable ratably
among the Lenders entitled to such payment in accordance with the amount of principal, interest, Facility Fees and Letter of Credit
Fees, as set forth in this Agreement. Notwithstanding any of the foregoing, each borrowing or payment or prepayment by the Domestic
Borrowers of principal, interest, fees or other amounts from the Domestic Borrowers with respect to Swing Loans shall be made by
or to PNC according to Section 2.6.5 [Borrowings to Repay Swing Loans].


 


5.3           Sharing
of Payments by Lenders. If any Lender shall, by exercising any right of setoff, counterclaim or banker’s lien, by receipt
of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of any principal
of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion
of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than the pro-rata share of
the amount such Lender is entitled thereto, then the Lender receiving such greater proportion shall (a) notify the Administrative
Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the
other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by
the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and
other amounts owing them, provided that:


 


(i)          if
any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if
any, required by Law (including court order) to be paid by the Lender or the holder making such purchase; and


 


(ii)         the
provisions of this Section 5.3 [Sharing of Payments by Lenders] shall not be construed to apply to (x) any payment made by
the Loan Parties pursuant to and in accordance with the express terms of the Loan Documents or (y) any payment obtained by
a Lender as consideration for the assignment of or sale of a participation in any of its Loans or Participation Advances to any
assignee or participant, other than to a Borrower or any Subsidiary thereof (as to which the provisions of this Section 5.3 [Sharing
of Payments by Lenders] shall apply).


 




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Each Loan Party consents to the foregoing and agrees, to the
extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of each Loan Party in the amount of such participation.


 


5.4           Presumptions
by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on
which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Lender hereunder that the Borrowers
will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case may be, the amount
due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or the Issuing Lender, as the
case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender
or the Issuing Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate (or, for payments
in an Optional Currency, the Overnight Rate) and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation.


 


5.5           Interest
Payment Dates. Interest on Loans to which the Base Rate Option applies shall be due and payable in arrears on each Payment
Date. Interest on Loans to which the LIBOR Rate Option applies shall be due and payable on the last day of each Interest Period
for those Loans and, if such Interest Period is longer than three (3) Months, also on the 90th day of such Interest Period. Interest
on mandatory prepayments of principal under Section 5.7 [Mandatory Prepayments] shall be due on the date such mandatory prepayment
is due. Interest on the principal amount of each Loan or other monetary Obligation shall be due and payable on demand after such
principal amount or other monetary Obligation becomes due and payable (whether on the stated Expiration Date, upon acceleration
or otherwise).


 


5.6           Voluntary
Prepayments.


 


5.6.1      Right
to Prepay. Each Borrower shall have the right at its option from time to time to prepay the Loans in whole or part without
premium or penalty (except as provided in Section 5.6.2 [Replacement of a Lender] below, in Section 5.8 [Increased Costs]
and Section 5.10 [Indemnity]). Whenever a Borrower desires to prepay any part of the Loans, it shall provide a prepayment notice
to the Administrative Agent by 1:00 p.m. at least one (1) Business Day prior to the date of prepayment of the Revolving Credit
Loans denominated in Dollars, and at least four (4) Business Days prior to the date of prepayment of any Optional Currency Loans,
or no later than 1:00 p.m. on the date of prepayment of Swing Loans, setting forth the following information:


 




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(w)         the
date, which shall be a Business Day, on which the proposed prepayment is to be made;


 


(x)          a
statement indicating the application of the prepayment between the Revolving Credit Loans and Swing Loans;


 


(y)          a
statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which the
LIBOR Rate Option applies; and


 


(z)          the
total principal amount of such prepayment, which shall not be less than the lesser of (i) the Revolving Facility Usage or
(ii) Five Hundred Thousand Dollars ($500,000) for any Swing Loan or One Million Dollars ($1,000,000) for any Revolving Credit Loan.


 


All prepayment notices shall be irrevocable.
The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount, shall
be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made.
Except as provided in Section 4.4.3 [Administrative Agent’s and Lender’s Rights], if a Borrower prepays a Loan
but fails to specify the applicable Borrowing Tranche which such Borrower is prepaying, the prepayment shall be applied (i) first
to the Revolving Credit Loans to which the Base Rate Option applies, then to Revolving Credit Loans which are not Optional Currency
Loans, then to Optional Currency Loans, then to Swing Loans. Any prepayment hereunder shall be subject to the Borrowers’
Obligation to indemnify the Lenders under Section 5.10 [Indemnity]. Prepayments shall be made in the currency in which such
Loan was made unless otherwise directed by the Administrative Agent.


 


5.6.2      Replacement
of a Lender. In the event any Lender (a) gives notice under Section 4.4 [LIBOR Rate Unascertainable, Etc.], (b) requests
compensation under Section 5.8 [Increased Costs], or requires the Borrowers to pay any Indemnified Taxes or additional amount
to any Lender or any Official Body for the account of any Lender pursuant to Section 5.9 [Taxes], (c) is a Defaulting
Lender, (d) becomes subject to the control of an Official Body (other than normal and customary supervision), or (e) is a
Non-Consenting Lender referred to in Section 11.1 [Modifications, Amendments or Waivers], then in any such event the Borrowers
may, at their sole expense, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.8
[Successors and Assigns]), all of its interests, rights (other than existing rights to payments pursuant to Sections 5.8 [Increased
Costs] or 5.9 [Taxes]) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:


 


(i)          the
Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.8 [Successors and Assigns];


 




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(ii)         such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans and Participation Advances, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any
amounts under Section 5.10 [Indemnity]) from the assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrowers (in the case of all other amounts);


 


(iii)        in
the case of any such assignment resulting from a claim for compensation under Section 5.8.1 [Increased Costs Generally] or
payments required to be made pursuant to Section 5.9 [Taxes], such assignment will result in a reduction in such compensation
or payments thereafter; and


 


(iv)        such
assignment does not conflict with applicable Law.


 


A Lender shall not be required to make any such assignment or
delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to
require such assignment and delegation cease to apply.


 


5.6.3      Designation
of a Different Lending Office. If any Lender requests compensation under Section 5.8 [Increased Costs], or a Borrower is or
will be required to pay any Indemnified Taxes or additional amounts to any Lender or any Official Body for the account of any Lender
pursuant to Section 5.9 [Taxes], then such Lender shall (at the request of such Borrower) use reasonable efforts to designate a
different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another
of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 5.8 [Increased Costs] or Section 5.9 [Taxes], as the case may be, in the
future, and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be materially
disadvantageous to such Lender. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment


 


5.7           Mandatory
Prepayments.


 


5.7.1      Sale
of Assets. Within five (5) Business Days of any sale or disposition of assets authorized by Section 8.2.7(v) [Dispositions
of Assets or Subsidiaries] which results in the Loan Parties receiving more than Twenty Million Dollars ($20,000,000) of net cash
proceeds in the aggregate from all asset sales or dispositions during such fiscal year, the Borrowers shall make a mandatory prepayment
of principal on the Revolving Credit Loans equal to the after-tax proceeds of such sale (as estimated in good faith by the Borrowers),
together with accrued interest on such principal amount; provided that the net cash proceeds received by the Loan Parties
as a result of the Wiring Business Divestiture shall be excluded from the calculation of such amount for the fiscal year ending
December 31, 2014. All prepayments of Revolving Credit Loans pursuant to this Section 5.7.1 [Sale of Assets] shall not permanently
reduce the Revolving Credit Commitment.


 


5.7.2      Currency
Fluctuations. If on any Computation Date the Revolving Facility Usage is equal to or greater than the Revolving Credit Commitments
as a result of a change in exchange rates between one (1) or more Optional Currencies and Dollars, then the Administrative Agent
shall notify the Borrowers of the same.  The Borrowers shall pay or prepay (subject to Borrowers’ indemnity obligations
under Sections 5.8 [Increased Costs] and 5.10 [Indemnity]) within three (3) Business Days after receiving such notice such that
the Revolving Facility Usage shall not exceed the aggregate Revolving Credit Commitments after giving effect to such payments or
prepayments


 




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5.7.3      Issuances
of Certain Debt; Issuances of Equity. Within thirty (30) calendar days of (A) the issuance by a Loan Party of any equity security
for cash proceeds, excluding any cash proceeds received with respect to (i) any capital contribution to a Loan Party by another
Loan Party or (ii) any issuance or sale of any equity security (a) to a Loan Party, (b) constituting directors’ qualifying
shares (c) to management or employees of any Loan Party or Excluded Foreign Subsidiary under any employee stock option, stock purchase
plan, employee benefit plan or other similar arrangements in existence from time to time, (d) by Parent to the seller of a business
acquired pursuant to a Permitted Acquisition or (e) by Parent the proceeds of which are used to finance a Permitted Acquisition
or (B) the incurrence of any Indebtedness (other than Indebtedness permitted under Section 8.2.1 [Indebtedness]) by such Loan Party,
the Borrowers shall make a mandatory prepayment of principal on the Revolving Credit Loans equal to the amount of the aggregate
net cash proceeds of such issuance (as estimated in good faith by the Borrowers); provided that the net cash proceeds attributable
or relating to the Foreign Borrower shall not be applied to any Obligations other than the Obligations of the Foreign Borrower.
All prepayments of Revolving Credit Loans pursuant to this Section 5.7.3 [Issuances of Certain Debt; Issuances of Equity]
shall not permanently reduce the Revolving Credit Commitment.


 


5.7.4      Recovery
of Insurance or Condemnation Proceeds. If, in connection with any Loan Party’s or the Administrative Agent’s receipt
of insurance proceeds with respect to assets of any Loan Party in accordance with Schedule 8.1.3 [Maintenance of Insurance] or
condemnation proceeds with respect to assets of any Loan Party taken as a result of an Official Body’s exercise of or threat
to exercise the power of eminent domain, condemnation or similar power, when such insurance or condemnation proceeds are greater
than Twenty Million Dollars ($20,000,000), the Borrowers shall make a mandatory prepayment of, or the Administrative Agent shall
apply such insurance proceeds against, as applicable, principal on the Revolving Credit Loans equal to the amount of the aggregate
net cash proceeds (as estimated in good faith by the Borrowers); provided that the net cash proceeds attributable or relating to
the Foreign Borrower shall not be applied to any Obligations other than the Obligations of the Foreign Borrower. All prepayments
of Revolving Credit Loans pursuant to this Section 5.7.4 [Recovery of Insurance or Condemnation Proceeds] shall not permanently
reduce the Revolving Credit Commitment.


 


5.7.5      Application
Among Interest Rate Options. All prepayments required pursuant to this Section 5.7 [Mandatory Prepayments] shall first
be applied among the Interest Rate Options to the principal amount of the Loans subject to the Base Rate Option, then to Loans
denominated in Dollars and subject to a LIBOR Rate Option (in order of Interest Period maturities, beginning with the earliest
to mature), then to Optional Currency Loans. In accordance with Section 5.10 [Indemnity], but subject at all times to Section
2.1.3 [Certain Limitations] and Section 5.1.2 [Bifurcation], the Borrowers shall indemnify the Lenders for any loss or expense,
including loss of margin, incurred with respect to any such prepayments applied against Loans subject to a LIBOR Rate Option on
any day other than the last day of the applicable Interest Period.


 




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5.8           Increased
Costs.


 


5.8.1      Increased
Costs Generally. If any Change in Law shall:


 


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


 


(ii)         subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) 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; or


 


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


 


and the result of any of the foregoing shall be to increase
the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining
its obligation to make any such Loan, or to increase the cost to such Lender, the Issuing Lender or such other Recipient of participating
in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit),
or to reduce the amount of any sum received or receivable by such Lender, the Issuing Lender or other Recipient hereunder (whether
of principal, interest or any other amount) then, upon request of such Lender, the Issuing Lender or other Recipient, the Borrowers
will pay to such Lender, the Issuing Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate
such Lender or the Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered.


 


5.8.2      Capital
Requirements. If any Lender or the Issuing Lender determines that any Change in Law affecting such Lender or the Issuing Lender
or any lending office of such Lender or such Lender’s or the Issuing Lender’s holding company, if any, regarding capital
or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s
capital or on the capital of such Lender’s or the Issuing Lender’s holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Loans held by,
such Lender, or the Letters of Credit issued by the Issuing Lender, to a level below that which such Lender or the Issuing Lender
or such Lender’s or the Issuing Lender’s holding company could have achieved but for such Change in Law (taking into
consideration such Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or the Issuing
Lender’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender
or the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender
or such Lender’s or the Issuing Lender’s holding company for any such reduction suffered.


 




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5.8.3      Certificates
for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans. A certificate of a Lender or the Issuing Lender
setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender or its holding company, as the case
may be, as specified in Sections 5.8.1 [Increased Costs Generally] or 5.8.2 [Capital Requirements] and delivered to the Borrowers
shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Issuing Lender, as the case may be, the amount
shown as due on any such certificate within ten (10) days after receipt thereof.


 


5.8.4      Delay
in Requests. Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to this Section
shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such compensation, provided
that the Borrowers shall not be required to compensate a Lender or the Issuing Lender pursuant to this Section for any increased
costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender or the Issuing Lender, as the
case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s
or the Issuing Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased
costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of
retroactive effect thereof).


 


5.9           Taxes.


 


5.9.1      Issuing
Lender. For purposes of this Section 5.9 [Taxes], the term “Lender” includes the Issuing Lender and the term “applicable
Law” includes FATCA.


 


5.9.2      Payments
Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be without
deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good
faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by
a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely
pay the full amount deducted or withheld to the relevant Official Body in accordance with applicable Law and, if such Tax is an
Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction
or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section
5.9 [Taxes]) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding
been made.


 


5.9.3      Payment
of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Official Body in accordance with applicable
Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 




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5.9.4      Indemnification
by the Loan Parties. The Domestic Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after
demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable
to amounts payable under this Section 5.9 [Taxes]) payable or paid by such Recipient or required to be withheld or deducted from
a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes were correctly or legally imposed or asserted by the relevant Official Body. The Foreign Borrower shall indemnify each Recipient
within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or
asserted on or attributable to amounts payable under this Section 5.9 [Taxes]) payable or paid by such Recipient or required to
be withheld or deducted from a payment to such Recipient, but solely with respect to payments required to be made by, or in respect
of Loans, interest thereon or other Obligations owed by the Foreign Borrower, and any reasonable expenses arising therefrom or
with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Official
Body. A certificate as to the amount of such payment or liability delivered to the Borrowers by a Lender (with a copy to the Administrative
Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


5.9.5      Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor,
for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of any of the Loan Parties to do so), (ii)
any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.8.4 [Participations] relating
to the maintenance of a Participant Register, and (iii) any Excluded Taxes attributable to such Lender, in each case, that are
payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Official Body.
A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive
absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time
owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source
against any amount due to the Administrative Agent under this Section 5.9.5 [Indemnification by the Lenders].


 


5.9.6      Evidence
of Payments. As soon as practicable after any payment of Taxes by any Loan Party to an Official Body pursuant to this Section
5.9 [Taxes], such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by
such Official Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.


 


5.9.7      Status
of Lenders.


 


(i)          Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the
Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrowers or the Administrative
Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender,
if reasonably requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable
Law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent
to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding
anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other
than such documentation set forth in Section 5.9.7(ii)(A), (ii)(B) and (ii)(D) below) [Status of Lenders] 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.


 




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(ii)         Without
limiting the generality of the foregoing, in the event that any Borrower is a U.S. Person,


 


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


 


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


 


(i)          in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction
of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any
other applicable payments under any Loan Document, IRS Form W-8BEN 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;


 


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


 


(iii)        in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x)
a certificate substantially in the form of Exhibit 5.9.7(A) to the effect that such Foreign Lender is not (A) a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of any Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of
the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or


 




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(iv)        to
the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,
IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 5.9.7(B) or Exhibit 5.9.7(C),
IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign
Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest
exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 5.9.7(D)
on behalf of each such direct and indirect partner;


 


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


 


(D)         if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to the Borrowers and the Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by the Borrowers or the Administrative Agent such documentation prescribed
by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrowers or the Administrative Agent 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 (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


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


 


5.9.8      Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section 5.9 [Taxes] (including by the payment of additional amounts
pursuant to this Section 5.9 [Taxes]), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent
of indemnity payments made under this Section 5.9 [Taxes] with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Official
Body with respect to such refund). Such indemnifying party, upon the request of such indemnified party incurred in connection with
obtaining such refund, shall repay to such indemnified party the amount paid over pursuant to this Section 5.9.8 [Treatment of
Certain Refunds] (plus any penalties, interest or other charges imposed by the relevant Official Body) in the event that such indemnified
party is required to repay such refund to such Official Body. Notwithstanding anything to the contrary in this Section 5.9.8 [Treatment
of Certain Refunds]), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to
this Section 5.9.8 [Treatment of Certain Refunds] the payment of which would place the indemnified party in a less favorable net
after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such
refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect
to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax
returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.


 




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5.9.9      Survival.
Each party’s obligations under this Section 5.9 [Taxes] shall survive the resignation of the Administrative Agent or any
assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or
discharge of all Obligations.


 


5.10         Indemnity.
In addition to the compensation or payments required by Section 5.8 [Increased Costs] or Section 5.9 [Taxes], and without
duplication thereof but subject at all times to Section 2.1.3 [Certain Limitations] and Section 5.1.2 [Bifurcation], the Domestic
Borrowers (on a joint and several basis) and the Foreign Borrower shall indemnify each Lender against all liabilities, losses or
expenses (including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained
by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were obtained or from the performance
of any foreign exchange contract) which such Lender sustains or incurs as a consequence of any:


 


(i)          payment,
prepayment, conversion or renewal of any Loan to which a LIBOR Rate Option applies on a day other than the last day of the corresponding
Interest Period (whether or not such payment or prepayment is mandatory, voluntary or automatic and whether or not such payment
or prepayment is then due), or


 


(ii)         attempt
by a Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Loan Requests under Section 2.5
[Revolving Credit Loan Requests; Swing Loan Requests] or Section 4.2 [Interest Periods] or notice relating to prepayments
under Section 5.6 [Voluntary Prepayments].


 


If any Lender sustains or incurs any such
loss or expense, it shall from time to time notify the Borrowers of the amount determined in good faith by such Lender (which determination
may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Lender shall deem
reasonable) to be necessary to indemnify such Lender for such loss or expense. Such notice shall set forth in reasonable detail
the basis for such determination. Such amount shall be due and payable by the Borrowers to such Lender ten (10) Business Days after
such notice is given.


 




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5.11         Settlement
Date Procedures. In order to minimize the transfer of funds between the Lenders and the Administrative Agent, the Domestic
Borrowers may borrow, repay and reborrow Swing Loans and PNC may make Swing Loans as provided in Section 2.1.2 [Swing Loan Commitments]
hereof during the period between Settlement Dates. The Administrative Agent shall notify each Lender of its Ratable Share of the
total of the Revolving Credit Loans and the Swing Loans (each a “Required Share”). On such Settlement Date,
each Lender shall pay to the Administrative Agent the amount equal to the difference between its Required Share and its Revolving
Credit Loans, and the Administrative Agent shall pay to each Lender its Ratable Share of all payments made by the Borrowers to
the Administrative Agent with respect to the Revolving Credit Loans. The Administrative Agent shall also effect settlement in accordance
with the foregoing sentence on the proposed Borrowing Dates for Revolving Credit Loans and on any mandatory prepayment date as
provided for herein and may at its option effect settlement on any other Business Day. These settlement procedures are established
solely as a matter of administrative convenience, and nothing contained in this Section 5.11 [Settlement Date Procedures] shall
relieve the Lenders of their obligations to fund Revolving Credit Loans on dates other than a Settlement Date pursuant to Section
2.1.2 [Swing Loan Commitment]. The Administrative Agent may at any time at its option for any reason whatsoever require each Lender
to pay immediately (and in any event no later than 3:00 p.m. on the Business Day following such demand) to the Administrative Agent
such Lender’s Ratable Share of the outstanding Revolving Credit Loans and each Lender may at any time require the Administrative
Agent to pay immediately to such Lender its Ratable Share of all payments made by the Borrowers to the Administrative Agent with
respect to the Revolving Credit Loans.


 


5.12         Currency
Conversion Procedures for Judgments. If for the purposes of obtaining judgment in any court it is necessary to convert a sum
due hereunder in any currency (the “Original Currency”) into another currency (the “Other Currency”),
the parties hereby agree, to the fullest extent permitted by Law, that the rate of exchange used shall be that at which in accordance
with normal lending procedures each Lender could purchase the Original Currency with the Other Currency after any premium and costs
of exchange on the Business Day preceding that on which final judgment is given.


 


5.13         Indemnity
in Certain Events. The obligation of Borrowers in respect of any sum due from Borrowers to any Lender hereunder shall, notwithstanding
any judgment in an Other Currency, whether pursuant to a judgment or otherwise, be discharged only to the extent that, on the Business
Day following receipt by any Lender of any sum adjudged to be so due in such Other Currency, such Lender may in accordance with
normal lending procedures purchase the Original Currency with such Other Currency. If the amount of the Original Currency so purchased
is less than the sum originally due to such Lender in the Original Currency, each Borrower agrees, as a separate obligation and
notwithstanding any such judgment or payment, to indemnify such Lender against such loss.


 


6.          REPRESENTATIONS
AND WARRANTIES


 


6.1           Representations
and Warranties. The Loan Parties, jointly and severally, represent and warrant to the Administrative Agent and each of the
Lenders as follows:


 




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6.1.1      Organization
and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party and each
Subsidiary of each Loan Party (i) is a corporation, partnership or limited liability company duly organized, validly existing and
in good standing under the laws of its jurisdiction of organization, (ii) has the lawful power to own or lease its properties and
to engage in the business it presently conducts or proposes to conduct, (iii) is duly licensed or qualified and in good standing
in each jurisdiction listed on Schedule 6.1.1 [Organization and Qualification; Power and Authority; Compliance With Laws;
Title to Properties; Event of Default] and in all other jurisdictions where the property owned or leased by it or the nature of
the business transacted by it or both makes such licensing or qualification necessary, (iv) has full power to enter into, execute,
deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated
by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have
been duly authorized by all necessary proceedings on its part, (v) is in compliance in all material respects with all applicable
Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 [Environmental Matters]) in all jurisdictions
in which any Loan Party or Subsidiary of any Loan Party is presently doing business except where the failure to do so would not
constitute a Material Adverse Change, and (vi) has good and marketable title to or valid leasehold interest in all properties,
assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free
and clear of all Liens and encumbrances except Permitted Liens. No Event of Default or Potential Default exists or is continuing.


 


6.1.2      Subsidiaries
and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of each Borrower’s Subsidiaries,
its jurisdiction of organization and the amount, percentage and type of Equity Interests in such Subsidiary (the “Subsidiary
Equity Interests”), (ii) the name of each holder of an Equity Interest in each Borrower (other than Parent), the
amount, percentage and type of such Equity Interest (the “Borrower Equity Interests”), and (iii) any options,
warrants or other rights outstanding to purchase any such Equity Interests referred to in clause (i) or (ii). Each Borrower
and each Subsidiary of such Borrower has good and marketable title to all of the Subsidiary Equity Interests it purports to own,
free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable.
None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be
registered under the Investment Company Act of 1940 or under the “control” of an “investment company”
as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or
under such “control.”


 


6.1.3      Validity
and Binding Effect. This Agreement and each of the other Loan Documents (i) has been duly and validly executed and delivered
by each Loan Party, and (ii) constitutes, or will constitute, legal, valid and binding obligations of each Loan Party which is
or will be a party thereto, enforceable against such Loan Party in accordance with its terms, except as such enforceability may
be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights
generally and by general principles of equity.


 




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6.1.4      No
Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents by
any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions
hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and
conditions of the certificate or articles of incorporation, code of regulations, bylaws, certificate of limited partnership, partnership
agreement, certificate of formation, limited liability company agreement or other organizational documents of any Loan Party or
(ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which any Loan Party
or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subject, or result in
the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of any
Loan Party or any of its Subsidiaries (other than Liens granted under the Loan Documents). There is no default under such material
agreement (referred to above) and none of the Loan Parties or their Subsidiaries is bound by any contractual obligation, or subject
to any restriction in any organization document, or any requirement of Law which could result in a Material Adverse Change. No
consent, approval, exemption, order or authorization of, or a registration or filing with, any Official Body or any other Person
is required by any Law or any agreement in connection with the execution, delivery and carrying out of this Agreement and the other
Loan Documents, except for those consents, approvals, exemptions, orders, authorizations, or other actions, notices or filings,
the failure of which to obtain or make could not result in a Material Adverse Change.


 


6.1.5      Litigation;
Labor Matters. (i) There are no actions, suits, proceedings or investigations pending or, to the knowledge of any Loan Party,
threatened against such Loan Party or any Subsidiary of such Loan Party at law or in equity before any Official Body which individually
or in the aggregate may result in any Material Adverse Change. None of the Loan Parties or any Subsidiaries of any Loan Party is
in violation of any order, writ, injunction or any decree of any Official Body which may result in any Material Adverse Change.


 


(ii)         None
of the Parent or any of its Subsidiaries (a) is a party to any labor dispute affecting any bargaining unit or other group of employees
generally, (b) is subject to any material strike, slow down, workout or other concerted interruptions of operations by employees
of the Parent or any of its Subsidiaries, whether or not relating to any labor contracts, (c) is subject to any significant pending
or, to the knowledge of the Borrowers, threatened, unfair labor practice complaint, before the National Labor Relations Board,
(d) is subject to any significant pending or, to the knowledge of the Borrowers, threatened, grievance or significant arbitration
proceeding arising out of or under any collective bargaining agreement, (e) is subject to any significant pending or, to the knowledge
of the Borrowers, threatened, significant strike, labor dispute, slowdown or stoppage, or (f) is, to the knowledge of the Borrowers,
involved or subject to any union representation organizing or certification matter with respect to the employees of the Parent
or any of its Subsidiaries, except (with respect to any matter specified in any of the above clauses), for such matters as, individually
or in the aggregate, could not reasonably be expected to result in a Material Adverse Change.


 


6.1.6      Financial
Statements.


 


(i)          Historical
Statements. The Parent has delivered to the Administrative Agent copies of its audited consolidated year-end financial statements
for and as of the end of the three fiscal years ended December 31, 2011, December 31, 2012, and December 31, 2013. In addition,
the Parent has delivered to the Administrative Agent copies of its unaudited consolidated interim financial statements for the
fiscal year to date and as of the end of the fiscal quarter ended June 30, 2014 (all such annual and interim statements being collectively
referred to as the “Statements”). The Statements were compiled from the books and records maintained by the
Parent’s management, are complete and fairly represent the consolidated financial condition of the Parent and its Subsidiaries
as of the respective dates thereof and the results of operations for the fiscal periods then ended and have been prepared in accordance
with GAAP consistently applied, subject (in the case of the interim statements) to normal year-end audit adjustments.


 




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(ii)         Accuracy
of Financial Statements. Neither the Parent nor any Subsidiary of the Parent has any liabilities, contingent or otherwise,
or forward or long-term commitments that are not disclosed in the Statements or in the notes thereto, and except as disclosed therein
there are no unrealized or anticipated losses from any commitments of the Parent or any Subsidiary of the Parent which may cause
a Material Adverse Change. Since December 31, 2013, no Material Adverse Change has occurred.


 


6.1.7      Margin
Stock. None of the Loan Parties or any Subsidiaries of any Loan Party engages or intends to engage principally, or as one of
its important activities, in the business of extending credit for the purpose, immediately, incidentally or ultimately, of purchasing
or carrying margin stock (within the meaning of Regulation U, T or X as promulgated by the Board of Governors of the Federal Reserve
System). No part of the proceeds of any Loan has been or will be used, immediately, incidentally or ultimately, to purchase or
carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock or which is inconsistent
with the provisions of the regulations of the Board of Governors of the Federal Reserve System. None of the Loan Parties or any
Subsidiary of any Loan Party holds or intends to hold margin stock in such amounts that more than 25% of the reasonable value of
the assets of any Loan Party or Subsidiary of any Loan Party are or will be represented by margin stock.


 


6.1.8      Full
Disclosure. To the best of each Loan Party’s knowledge, neither this Agreement nor any other Loan Document, nor any certificate,
statement, agreement or other documents furnished to the Administrative Agent or any Lender in connection herewith or therewith,
contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained
herein and therein, in light of the circumstances under which they were made, not misleading. There is no fact known to any Loan
Party which materially adversely affects the business, property, assets, financial condition, results of operations or prospects
of any Loan Party or Subsidiary of any Loan Party which has not been set forth in reports filed with the Securities and Exchange
Commission, this Agreement or in the certificates, statements, agreements or other documents furnished in writing to the Administrative
Agent and the Lenders prior to or at the date hereof in connection with the transactions contemplated hereby.


 


6.1.9      Taxes.
All federal, state, local and other tax returns required to have been filed with respect to each Loan Party and each Subsidiary
of each Loan Party have been filed, and payment or adequate provision has been made for the payment of all taxes, fees, assessments
and other governmental charges which have or may become due pursuant to said returns or to assessments received, except to the
extent that such taxes, fees, assessments and other charges are being contested in good faith by appropriate proceedings diligently
conducted and for which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made.


 




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6.1.10    Patents,
Trademarks, Copyrights, Licenses, Etc. Each Loan Party and each Subsidiary of each Loan Party owns or possesses all the material
patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, permits and rights necessary
to own and operate its properties and to carry on its business as presently conducted and planned to be conducted by such Loan
Party or Subsidiary, without any known possible, alleged or actual conflict with the rights of others.


 


6.1.11    Liens
in the Collateral. The Liens in the Collateral granted to the Collateral Agent for the benefit of the Lenders pursuant to any
Collateral Document constitute and will continue to constitute Prior Security Interests (or, at any time when the 2010 Note Intercreditor
Agreement is in effect, a perfected security interest with the priority required pursuant thereto). All filing fees and other expenses
in connection with the perfection of such Liens have been or will be paid by the Domestic Borrowers.


 


6.1.12    Insurance.
The properties of each Loan Party and each of its Subsidiaries are insured pursuant to policies and other bonds which are valid
and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient
to insure the assets and risks of each such Loan Party and Subsidiary in accordance with prudent business practice in the industry
of such Loan Parties and Subsidiaries.


 


6.1.13    ERISA
Compliance.


 


(i)          Each
Pension Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state
Laws. Each Pension Plan that is intended to qualify under Section 401(a) of the Code has received from the IRS a favorable
determination or opinion letter, which has not by its terms expired, that such Pension Plan is so qualified, or such Pension Plan
is entitled to rely on an IRS advisory or opinion letter with respect to an IRS-approved master and prototype or volume submitter
plan, or a timely application for such a determination or opinion letter is currently being processed by the IRS with respect thereto;
and, to the best knowledge of Parent, nothing has occurred which would prevent, or cause the loss of, such qualification. Parent
and each member of the ERISA Group have made all required contributions to each Pension Plan subject to Sections 412 or 430 of
the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Sections 412 or 430 of
the Code has been made with respect to any Pension Plan.


 


(ii)         No
ERISA Event has occurred or is reasonably expected to occur; (a) no Pension Plan has any unfunded pension liability (i.e., excess
of benefit liabilities over the current value of that Pension Plan’s assets, determined pursuant to the assumptions used
for funding the Pension Plan for the applicable plan year in accordance with Section 430 of the Code); (b) neither Parent nor any
member of the ERISA Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect
to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (c) neither Parent nor any member
of the ERISA Group has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving
of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 of ERISA, with respect to a
Multiemployer Plan; (d) neither Parent nor any member of the ERISA Group has received notice pursuant to Section 4242(a)(1)(B)
of ERISA that a Multiemployer Plan is in reorganization and that additional contributions are due to the Multiemployer Plan pursuant
to Section 4243 of ERISA; and (e) neither Parent nor any member of the ERISA Group has engaged in a transaction that could be subject
to Sections 4069 or 4212(c) of ERISA.


 




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6.1.14    Environmental
Matters. Each Loan Party is and, to the knowledge of each respective Loan Party and each of its Subsidiaries is and has been
in compliance with applicable Environmental Laws except as disclosed on Schedule 6.1.14 [Environmental Matters]; provided
that such matters so disclosed could not in the aggregate result in a Material Adverse Change.


 


6.1.15    Solvency.
On the Closing Date and after giving effect to the initial Loans hereunder, each of the Loan Parties is Solvent.


 


6.1.16    Anti-Terrorism
Laws. (i) No Covered Entity is a Sanctioned Person, and (ii) no Covered Entity, either in its own right or through any third
party, (a) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation
of any Anti-Terrorism Law, (b) does business in or with, or derives any of its income from investments in or transactions with,
any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (c) engages in any dealings or transactions
prohibited by any Anti-Terrorism Law.


 


6.2           Updates
to Schedules. Should any of the information or disclosures provided on any of the Schedules attached hereto become outdated
or incorrect in any material respect, the Borrowers shall promptly provide the Administrative Agent in writing with such revisions
or updates to such Schedule as may be necessary or appropriate to update or correct same. No Schedule shall be deemed to have been
amended, modified or superseded by any such correction or update, nor shall any breach of warranty or representation resulting
from the inaccuracy or incompleteness of any such Schedule be deemed to have been cured thereby, unless and until the Required
Lenders, in their sole and absolute discretion, shall have accepted in writing such revisions or updates to such Schedule; provided
however, that the Borrowers may update Schedules 6.1.1 [Organization and Qualification; Power and Authority; Compliance With Laws;
Title to Properties; Event of Default] and 6.1.2 [Subsidiaries and Owners; Investment Companies] without any Lender approval in
connection with any transaction permitted under Sections 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions], 8.2.7 [Dispositions
of Assets or Subsidiaries] and 8.2.9 [Subsidiaries, Partnerships and Joint Ventures].


 


7.          CONDITIONS
OF LENDING AND ISSUANCE OF LETTERS OF CREDIT


 


The obligation of each Lender to make Loans
and of the Issuing Lender to issue Letters of Credit hereunder is subject to the performance by each of the Loan Parties of its
Obligations to be performed hereunder at or prior to the making of any such Loans or issuance of such Letters of Credit and to
the satisfaction of the following further conditions:


 




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7.1           First
Loans and Letters of Credit.


 


7.1.1      Deliveries.
On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the
Administrative Agent:


 


(i)          A
certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that (w) all representations
and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects (without duplication
of any materiality qualifiers contained therein), (x) the Loan Parties are in compliance with each of the covenants and conditions
hereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Change has occurred since the date
of the last audited financial statements of the Parent delivered to the Administrative Agent;


 


(ii)         A
certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Domestic Loan Parties (or
the equivalent authorized signatory for any Foreign Loan Party), certifying as appropriate as to: (a) all action taken by each
Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized
to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing
Date certified by the appropriate state official where such documents are filed in a state office together with certificates from
the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized
or qualified to do business;


 


(iii)        This
Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate
stock powers and certificates evidencing the pledged Collateral;


 


(iv)        Written
opinions of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 7.1.1 [Deliveries];


 


(v)         Evidence
that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force
and effect, with additional insured and lender loss payable special endorsements attached thereto in form and substance satisfactory
to the Administrative Agent and its counsel naming the Administrative Agent as additional insured and lender loss payee;


 


(vi)        A
duly completed Compliance Certificate evidencing pro forma compliance with Sections 8.2.16 [Maximum Leverage Ratio] and Section
8.2.17 [Minimum Interest Coverage Ratio] as of the last day of the fiscal quarter of Parent ended June 30, 2014, signed by an Authorized
Officer of Parent;


 


(vii)       All
material consents required to effectuate the transactions contemplated hereby;


 


(viii)      Evidence
reasonably satisfactory to the Administrative Agent that all interest, fees and other obligations under the Existing Credit Agreement
(other than principal of the Existing Revolving Loans, contingent claims in respect of the Existing Letters of Credit and unbilled
expenses) have been paid in full to the Closing Date;


 


(ix)         [Reserved];


 




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(x)          Evidence
that all Liens in the Collateral pursuant to the Collateral Documents have been duly perfected and have the priority required under
the Loan Documents, including Lien searches in acceptable scope and with acceptable results;


 


(xi)         The
Domestic Loan Parties have used commercially reasonable efforts to obtain an executed landlord’s waiver or other lien waiver
agreement from the lessor, warehouse operator or other applicable Person for each leased Collateral location as required under
the Pledge and Security Agreement or Section 8.1.11 [Landlord Waivers] hereof;


 


(xii)        Evidence
relating to the Loan Parties’ liabilities with respect to Environmental Laws and ERISA and status as to labor and employee
matters affecting the Loan Parties that reasonably would be expected to cause a Material Adverse Change, as the Arrangers or the
Administrative Agent may reasonably request, which liabilities and status shall be reasonably satisfactory to the Arrangers and
the Administrative Agent;


 


(xiii)       A
perfection certificate, in form and substance reasonably acceptable to the Administrative Agent, executed and delivered on behalf
of the Loan Parties by an Authorized Officer of each Loan Party;


 


(xiv)      [Reserved];


 


(xv)       Evidence,
in form and substance satisfactory to the Administrative Agent, that no actions, suits, proceedings, claims or disputes pending
or, to the knowledge of the Loan Parties, threatened, at law, in equity, in arbitration or before any Official Body Authority,
by or against any Loan Party or against any of its properties or revenues that (a) purport to affect or pertain to this Agreement
or any other Loan Document or (b) either individually or in the aggregate, if determined adversely, would reasonably be expected
to cause a Material Adverse Change;


 


(xvi)      Evidence,
in form and substance satisfactory to the Administrative Agent, that since December 31, 2013 there shall not have occurred any
change, development or event that has or would reasonably be expected to cause a Material Adverse Change;


 


(xvii)     Documentation
and other information requested by the Administrative Agent in order to comply with requirements of the USA Patriot Act;


 


(xviii)    Evidence
of termination of each of (a) the Pledge Agreement, dated as of November 2, 2007, among Parent, as pledgor, the Administrative
Agent, as pledgee, and TED de México, S.A. de C.V. (“TED”), as depositary, (b) the Pledge Agreement,
dated as of November 2, 2007, among Controls, as pledgor, the Administrative Agent, as pledgee, and TED, as depositary and (c)
the Pledge Agreement, dated as of November 2, 2007, among Electronics, as pledgor, the Administrative Agent, as pledgee, and TED,
as depositary; and


 


(xix)       Such
other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.


 




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7.1.2      Payment
of Fees. The Borrowers shall have paid all fees and expenses payable on or before the Closing Date as required by this Agreement,
the Administrative Agent’s Letter or any other Loan Document.


 


7.2           Each
Loan or Letter of Credit. At the time of making any Loans or issuing, extending or increasing any Letters of Credit and after
giving effect to the proposed extensions of credit: (i) the representations, warranties of the Loan Parties shall then be true
and correct, (ii) no Event of Default or Potential Default shall have occurred and be continuing, (iii) the making of the Loans
or issuance, extension or increase of such Letter of Credit shall not contravene any Law applicable to any Loan Party or Subsidiary
of any Loan Party or any of the Lenders, and (iv) the Borrowers shall have delivered to the Administrative Agent a duly executed
and completed Loan Request or to the Issuing Lender an application for a Letter of Credit, as the case may be.


 


8.          COVENANTS


 


The Loan Parties, jointly and severally,
covenant and agree that until Payment In Full, the Loan Parties shall comply at all times with the following covenants:


 


8.1           Affirmative
Covenants.


 


8.1.1      Preservation
of Existence, Etc. Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain its legal existence as a corporation,
limited partnership or limited liability company and its license or qualification and good standing in each jurisdiction in which
its ownership or lease of property or the nature of its business makes such license or qualification necessary, except as otherwise
expressly permitted in Section 8.2.6 [Liquidations, Mergers, Etc.].


 


8.1.2      Payment
of Liabilities, Including Taxes, Etc. Each Loan Party shall, and shall cause each of its Subsidiaries to, duly pay and discharge
all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall become due and payable,
including all taxes, assessments and governmental charges upon it or any of its properties, assets, income or profits, prior
to the date on which penalties attach thereto, except to the extent that such liabilities, including taxes, assessments or charges,
are being contested in good faith and by appropriate and lawful proceedings diligently conducted and for which such reserve or
other appropriate provisions, if any, as shall be required by GAAP shall have been made.


 


8.1.3      Maintenance
of Insurance. Each Loan Party shall, and shall cause each of its Subsidiaries to, insure its properties and assets against
loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage,
property damage, workers’ compensation, public liability and business interruption insurance) and against other risks (including
errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances
carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary,
all as reasonably determined by the Administrative Agent. The Loan Parties shall comply with the covenants and provide the endorsement
set forth on Schedule 8.1.3 [Maintenance of Insurance] relating to property and related insurance policies covering the
Collateral.


 




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8.1.4      Maintenance
of Properties and Leases. Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in good repair, working
order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character
and size, all of those properties useful or necessary to its business, and from time to time, such Loan Party will make or cause
to be made all appropriate repairs, renewals or replacements thereof.


 


8.1.5      Visitation
Rights. Each Loan Party shall, and shall cause each of its Subsidiaries to, at its expense, permit any of the officers or authorized
employees or representatives of the Administrative Agent or any of the Lenders to visit and inspect, subject to Section 11.9 [Confidentiality],
any of its properties and to examine and make excerpts from its books and records and discuss its business affairs, finances and
accounts with its officers, all in such detail and at such times and as often as any of the Lenders may reasonably request, provided
that each Lender shall provide the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the
Borrowers, with reasonable notice prior to any visit or inspection. In the event any Lender desires to conduct an audit of any
Loan Party, such Lender shall make a reasonable effort to conduct such audit contemporaneously with any audit to be performed by
the Administrative Agent.


 


8.1.6      Keeping
of Records and Books of Account. Each Borrower shall, and shall cause each Subsidiary of such Borrower to, maintain and keep
proper books of record and account which enable such Borrower and its Subsidiaries to issue financial statements in accordance
with GAAP and as otherwise required by applicable Laws of any Official Body having jurisdiction over such Borrower or any Subsidiary
of such Borrower, and in which full, true and correct entries shall be made in all material respects of all its dealings and business
and financial affairs.


 


8.1.7      Compliance
with Laws; Use of Proceeds. Each Loan Party shall, and shall cause each of its Subsidiaries to, comply with all applicable
Laws, including all Environmental Laws, in all respects; provided that it shall not be deemed to be a violation of this
Section 8.1.7 [Compliance with Laws; Use of Proceeds] if any failure to comply with any Law would not reasonably be expected
to result in fines, penalties, remediation costs, other similar liabilities or injunctive relief which in the aggregate would reasonably
be expected to constitute a Material Adverse Change. The Loan Parties will use the Letters of Credit and the proceeds of the Loans
only in accordance with Section 2.8 [Use of Proceeds] and as permitted by applicable Law.


 


8.1.8      Further
Assurances. Each Loan Party shall, from time to time, at its expense, faithfully preserve and protect the Collateral Agent’s
Lien on and Prior Security Interest (or, at any time when the 2010 Note Intercreditor Agreement is in effect, a perfected security
interest with the priority required pursuant thereto) in the Collateral and all other personal property of the Loan Parties whether
now owned or hereafter acquired as a continuing first priority perfected Lien, subject only to Permitted Liens, and shall do such
other acts and things as the Administrative Agent in its sole discretion may deem necessary or advisable from time to time in order
to preserve, perfect and protect the Liens granted under the Loan Documents and to exercise and enforce its rights and remedies
thereunder with respect to the Collateral.


 




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8.1.9      Anti-Terrorism
Laws; International Trade Compliance. (a) No Covered Entity will become a Sanctioned Person, (b) no Covered Entity, either
in its own right or through any third party, will (A) have any of its assets in a Sanctioned Country or in the possession, custody
or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (B) do business in or with, or derive any of its income
from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; (C)
engage in any dealings or transactions prohibited by any Anti-Terrorism Law or (D) use the Loans to fund any operations in, finance
any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism
Law, (c) the funds used to repay the Obligations will not be derived from any unlawful activity, (d) each Covered Entity shall
comply with all Anti-Terrorism Laws, and (e) the Borrowers shall promptly notify the Agent in writing upon the occurrence of a
Reportable Compliance Event.


 


8.1.10    Keepwell.
Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally
and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it
being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide
such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying
Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that
each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 [Keepwell] for the maximum amount of such liability
that can be hereby incurred without rendering its obligations under this Section 8.1.10 [Keepwell], or otherwise under this Agreement
or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent
transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 [Keepwell]
shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other
Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 [Keepwell] constitute, and this Section 8.1.10 [Keepwell]
shall be deemed to constitute, a guarantee of the obligations of, and 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 CEA.


 


8.1.11    Landlord
Waivers. The Domestic Loan Parties shall use diligent and commercially reasonable efforts to deliver to the Administrative
Agent (i) an executed landlord waiver, in form and substance reasonably satisfactory to the Administrative Agent, executed by the
lessor of each leased Collateral location of each Domestic Loan Party and (ii) an executed bailee or processor waiver, in form
and substance reasonably satisfactory to the Administrative Agent, executed by each bailee or processor having possession of any
Collateral of any Domestic Loan Party. Each Domestic Loan Party shall provide to the Administrative Agent such information relating
to leases of Collateral locations and the terms of bailment or processing (including copies thereof) as the Administrative Agent
may reasonably request from time to time. Notwithstanding anything to the contrary in this Section 8.1.11 [Landlord Waivers], the
Domestic Loan Parties shall not be required to deliver a landlord waiver or bailee or processor waiver with respect to any location
that contains Collateral as to which both of the following conditions are met (1) such Collateral has an aggregate value of less
than $1,000,000 at all times and (2) such Collateral is situated at such location for a period of less than 180 days.


 




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8.1.12    Post-Closing
Matters. Notwithstanding the provisions of Section 7.1 [First Loans and Letters of Credit], the documents and tasks expressly
identified on Schedule 8.1.12 [Post-Closing Matters] hereto shall not constitute conditions that are required to be performed prior
to the effectiveness of this Agreement; provided that Loan Parties shall execute and deliver the documents and complete
the tasks set forth on Schedule 8.1.12 [Post-Closing Matters], in each case within the time limits specified therein (which may
be extended in the Administrative Agent’s sole discretion).


 


8.1.13    Covenant
to Guaranty Obligations and Give Security. Upon the formation or acquisition of any new direct or indirect Subsidiary (other
than an Excluded Foreign Subsidiary) by any Loan Party, as soon as reasonably practicable, and in any case on or prior to twenty
(20) days after such formation, acquisition or designation (or such longer period as the Administrative Agent may agree in writing
in its reasonable discretion), Parent shall, in each case:


 


(i)          cause
each such Subsidiary to duly execute and deliver to the Administrative Agent a Guaranty Agreement or guaranty joinder, in form
and substance reasonably satisfactory to the Administrative Agent, providing a Guaranty Agreement of the Obligations of the Domestic
Borrowers or Foreign Borrower, as applicable, subject to any limitations required by local Law; provided that (x) the Guaranty
Agreement by a CFC shall apply only to the Obligations of the Foreign Borrower; (y) no CFC shall guarantee the Obligations of the
Domestic Loan Parties and (z) recourse under any Guaranty Agreement by a Foreign Holding Company shall be limited to Collateral
pledged by such Foreign Holding Company;


 


(ii)         cause
each such Subsidiary that is required to become a Guarantor pursuant to this Section 8.1.13 [Covenant to Guaranty Obligations and
Give Security] to duly execute and deliver to the Administrative Agent supplements to the Security Agreement and other applicable
Loan Documents, as specified by, and in form and substance reasonably satisfactory to, the Administrative Agent, in each case granting
a Lien in substantially all personal property of such Subsidiary (subject to the limitations set forth in the Pledge and Security
Agreement and other applicable Loan Documents), securing the Obligations of such Subsidiary under its Guaranty Agreement; provided
that (x) no assets of a CFC shall be pledged in support of the Obligations of the Domestic Loan Parties, (y) no more than 65% of
the Equity Interests of a CFC shall be pledged in support of the Obligations of the Domestic Loan Parties, and (z) none of the
Equity Interests of a Foreign Holding Company shall be pledged in support of the Obligations of the Domestic Loan Parties;


 


(iii)        cause
each such Subsidiary that is required to become a Guarantor pursuant to this Section 8.1.13 [Covenant to Guaranty Obligations and
Give Security] to deliver any and all certificates representing Equity Interests owned by such Subsidiary to the extent required
by the Pledge and Security Agreement or, if applicable in the case of Equity Interests of Foreign Subsidiaries and to the extent
required by the Pledge and Security Agreement, cause the legal representative(s) of such Subsidiary to register the transfer of
the Equity Interests in the relevant share registers of such Subsidiary, in each applicable case accompanied by undated stock powers
or other appropriate instruments of transfer executed in blank and, to the extent required by the Pledge and Security Agreement,
instruments, if any, evidencing the intercompany debt held by such Subsidiary, if any, indorsed in blank to the Administrative
Agent or accompanied by other appropriate instruments of transfer;


 




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(iv)        take
and cause such Subsidiary to take whatever reasonable action under applicable Law (including the filing of Uniform Commercial Code
financing statements or comparable documents or instruments), registration of such Lien in appropriate public registers and delivery
of certificates evidencing stock and membership interests) as may be necessary in the reasonable opinion of the Administrative
Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting
perfected Liens on the properties purported to be subject to the Loan Documents delivered pursuant to this Section 8.1.13 [Covenant
to Guaranty Obligations and Give Security], enforceable against all third parties in accordance with their terms; and


 


(v)         deliver
to the Administrative Agent documents in the forms described in Section 7.1 [First Loans and Letters of Credit] modified as appropriate,
including, without limitation, a signed copy of customary legal opinions of counsel for the Loan Parties (or, where customary in
the applicable jurisdiction, the Administrative Agent) reasonably acceptable to the Administrative Agent as to such matters set
forth in clauses (i) through (iv) above as the Administrative Agent may reasonably request.


 


To the extent applicable, Parent shall cause
such Subsidiary to institute and complete a “whitewash” or comparable procedure to the extent necessary under the applicable
Laws of any relevant jurisdiction so as to enable such Subsidiary to legally and validly provide a Guaranty Agreement and grant
a first-priority and, to the extent required by the applicable Loan Documents, perfected security interest in the Equity Interests
it owns in its Subsidiaries and all of its other assets constituting Collateral under the Loan Documents in the manner, and within
the time periods required by, this Section 8.1.13 [Covenant to Guaranty Obligations and Give Security].


 


Notwithstanding the foregoing, (i) the Collateral
Agent shall not take a security interest in or Lien, or require any of the items it is entitled to require or request pursuant
to Section 8.1.13 [Covenant to Guaranty Obligations and Give Security] or other similar items with respect to those assets as to
which the Administrative Agent shall determine, in its reasonable discretion, (a) that the cost of obtaining such Lien (including
any mortgage, stamp, intangibles or other Tax, or similar items) exceeds the practical benefit to the Lenders of the security afforded
thereby or (b) such Guaranty or grant of security interest would reasonably be expected to cause the provisions of Section 5.1.2
[Bifurcation] to be breached and (ii) Liens required to be granted pursuant to this Section 8.1.13[Covenant to Guaranty Obligations
and Give Security], and actions required to be taken, including to perfect such Liens, shall be subject to exceptions and limitations
consistent with those set forth in the Collateral Documents.


 


8.1.14    Performance
of Material Agreements. Each Loan Party will, and will cause each of its Subsidiaries to perform its obligations under all
material agreements or instruments which any Loan Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries
is bound or to which it is subject.


 




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8.2           Negative
Covenants.


 


8.2.1      Indebtedness.
Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time create, incur, assume or suffer
to exist any Indebtedness, except:


 


(i)          Indebtedness
under the Loan Documents;


 


(ii)         Existing
Indebtedness as set forth on Schedule 8.2.1 [Indebtedness] (including any extensions or renewals thereof; provided
there is no increase in the amount thereof or other significant change in the terms thereof unless otherwise specified on Schedule
8.2.1 [Indebtedness] ;


 


(iii)        Indebtedness
incurred with respect to Purchase Money Security Interests and Capital Lease Obligations as and to the extent permitted under Section 8.2.14
[Capital Expenditures and Leases];


 


(iv)        Indebtedness
of a Loan Party to another Loan Party which is subordinated pursuant to the Intercompany Subordination Agreement;


 


(v)         Any
(i) Lender Provided Interest Rate Hedge, (ii) Lender Provided Foreign Currency Hedge, (ii) other Interest Rate Hedge or Foreign
Currency Hedge (so long as the Loan Parties provide prompt notice to the Administrative Agent of such Interest Rate Hedge or Foreign
Currency Hedge) (iii) Indebtedness under any Other Lender Provided Financial Services Product. or (iv) Lender Provided Commodity
Hedge; provided however, the Loan Parties shall enter into a Commodity Hedge, Interest Rate Hedge or Foreign Currency
Hedge only for hedging (rather than speculative) purposes;


 


(vi)        Indebtedness
owing by Foreign Subsidiaries (other than the Foreign Borrower) so long as (a) the aggregate unpaid principal Dollar Equivalent
thereof does not at any time exceed Fifty Million Dollars ($50,000,000) and (b) after giving effect to the incurrence of such Indebtedness
and on a pro forma basis (determined in a manner reasonably satisfactory to the Administrative Agent) (i) the Parent and its Subsidiaries
are in compliance with the covenant contained in Section 8.2.17 [Minimum Interest Coverage Ratio] and (ii) the Leverage Ratio of
the Parent and its Subsidiaries does not exceed 2.75 to 1.00, in each case recomputed as of the last day of the most recently ended
fiscal quarter for which financial statements are available as if such Indebtedness had occurred on the first day of each relevant
period for testing compliance;


 


(vii)       Indebtedness
owing by Foreign Subsidiaries (other than the Foreign Borrower) (a) incurred to fund a Permitted Acquisition, (b) incurred by the
assumption of Indebtedness as part of the consideration for a Permitted Acquisition or (c) to which the Person acquired pursuant
to a Permitted Acquisition is subject; and


 




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(viii)      Indebtedness
permitted under Section 8.2.4 [Loans and Investments].


 


8.2.2      Liens;
Lien Covenants. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time create, incur,
assume or suffer to exist any Lien on any of its property or assets, tangible or intangible, now owned or hereafter acquired, or
agree or become liable to do so, except Permitted Liens.


 


8.2.3      Guaranties.
Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time, directly or indirectly, become
or be liable in respect of any Guaranty, or assume, guarantee, become surety for, endorse or otherwise agree, become or remain
directly or contingently liable upon or with respect to any obligation or liability of any other Person, except for Guaranties
of Indebtedness of the Loan Parties permitted hereunder and subject to the limitations set forth in Section 8.2.4 [Loans and Investments]
below.


 


8.2.4      Loans
and Investments. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time make or suffer
to remain outstanding any loan or advance to, or purchase, acquire or own any stock, bonds, notes or securities of, or any partnership
interest (whether general or limited) or limited liability company interest in, or any other investment or interest in, or
make any capital contribution to, any other Person, or agree, become or remain liable to do any of the foregoing, except:


 


(i)          trade
credit extended on usual and customary terms in the ordinary course of business;


 


(ii)         advances
to employees to meet expenses incurred by such employees in the ordinary course of business;


 


(iii)        Permitted
Investments;


 


(iv)        Restricted
Investments (other than those described in clause (viii) below) in the Excluded Foreign Subsidiaries made after the Closing Date
not exceeding Ten Million Dollars ($10,000,000) in the aggregate at any time outstanding;


 


(v)         loans,
advances and investments in, or Guaranties of Indebtedness of (a) a Domestic Loan Party by another Domestic Loan Party, (b) a Foreign
Subsidiary by another Foreign Subsidiary or (c) a Foreign Subsidiary by a Domestic Loan Party; provided that loans, advances,
investments and Guaranties by Domestic Loan Parties in Foreign Subsidiaries pursuant to this clause (c) shall not exceed Twenty-Five
Million Dollars ($25,000,000) in the aggregate at any time outstanding;


 


(vi)        Permitted
Acquisitions and Permitted JV Transactions;


 


(vii)       Subsidiaries
and Joint Ventures formed in accordance with Section 8.2.9 [Subsidiaries; Partnerships; Joint Ventures]; and


 


(viii)      loans,
advances and investments by Foreign Subsidiaries that are not Loan Parties in other Foreign Subsidiaries that are not Loan Parties.


 




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8.2.5      Dividends
and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make or pay,
or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property,
securities or otherwise) on account of or in respect of its shares of Capital Stock, on account of the purchase, redemption, retirement
or acquisition of its shares of Capital Stock (or warrants, options or rights therefor) (each, a “Restricted Payment”),
except:


 


(i)          dividends
or other distributions payable to a Loan Party;


 


(ii)         Restricted
Payments from Foreign Subsidiaries to other Foreign Subsidiaries; and


 


(iii)        so
long as no Event of Default shall have occurred and be continuing or would directly or indirectly be caused as a result thereof,
the Parent may make Restricted Payments consisting of cash dividends to its shareholders or to effect the redemption, purchase
or other acquisition or retirement for value by the Parent of its Equity Interests from shareholders; provided, however,
that the aggregate amount of Restricted Payments made in reliance on this clause (iii) shall not exceed Seven Million Dollars ($7,000,000)
in the aggregate in any fiscal year.


 


8.2.6      Liquidations,
Mergers, Consolidations, Acquisitions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to,
dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or
otherwise all or substantially all of the assets constituting a business or division or line of business or Capital Stock of any
other Person, other than Permitted Acquisitions and the Permitted Swedish Merger; provided that:


 


(i)          any
Loan Party other than the Parent may consolidate or merge into another Loan Party which is wholly-owned by one or more of the other
Loan Parties; provided that if a Borrower is party to any such consolidation or merger, such Borrower shall be the surviving
or continuing entity;


 


(ii)         Excluded
Subsidiaries may consolidate or merge into other Excluded Subsidiaries;


 


(iii)        an
Excluded Subsidiary may dissolve, liquidate or wind-up its affairs; and


 


(iv)        Stoneridge
Mauritius may merge into the Parent pursuant to Chapter 1701 of the Ohio Revised Code, so long as (1) no Event of Default or Potential
Default has occurred and is continuing, (2) the Parent shall be the surviving or continuing entity, (3) Parent shall comply with
the requirements of the Pledge and Security Agreement and Section 8.1.13 [Covenant to Guaranty Obligations and Give Security] within
the time periods set forth therein and (4) Administrative Agent shall be reasonably satisfied that such merger will not adversely
affect in any material respect the interest of the Lenders hereunder.


 




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8.2.7      Dispositions
of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey,
assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible
or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment
or general intangibles with or without recourse or of Capital Stock of a Subsidiary of such Loan Party), except:


 


(i)          transactions
involving the sale of inventory in the ordinary course of business;


 


(ii)         any
sale, transfer or lease of assets in the ordinary course of business which are no longer necessary or required in the conduct of
such Loan Party’s or such Subsidiary’s business;


 


(iii)        any
sale, transfer or lease of assets by any wholly owned Subsidiary of such Loan Party to another Loan Party;


 


(iv)        any
sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased
within the parameters of Section 8.2.14 [Capital Expenditures and Leases]; provided such substitute assets are subject
to the Administrative Agent’s Prior Security Interest; or


 


(v)         any
sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (iv) above, which is
approved by the Required Lenders so long as the after-tax proceeds (as reasonably estimated by the Borrowers) are applied as a
mandatory prepayment of the Revolving Credit Loans in accordance with the provisions of Section 5.7.1 [Sale of Assets] above.


 


8.2.8      Affiliate
Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out
any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services
to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered
into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed
to the Administrative Agent and is in accordance with all applicable Law.


 


8.2.9      Subsidiaries,
Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or
create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the
Closing Date; (ii) Excluded Foreign Subsidiaries, and (iii) any Subsidiary, subject to the limitations contained in Section 8.2.4
[Loans and Investments], formed or acquired after the Closing Date which joins this Agreement as a Guarantor by complying with
the requirements of Section 8.1.13 [Covenant to Guaranty Obligations and Give Security]. Each of the Loan Parties shall not become
or agree to become a party to a Joint Venture, other than the Parent’s 49% ownership in Minda Stoneridge Instruments Ltd.
or pursuant to a Permitted JV Transaction.


 




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8.2.10    Continuation
of or Change in Business. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, engage in any
business other than [Borrower provide], substantially as conducted and operated by such Loan Party or Subsidiary during the present
fiscal year, and such Loan Party or Subsidiary shall not permit any material change in such business. Each Foreign Holding
Company shall not engage in any material business or operations or acquire any assets or incur any liabilities other than (i) holding
the ownership interests of one or more CFCs, and (ii) such other activities as are required or prudent in connection with the maintenance
of good standing and administration of such Loan Party.


 


8.2.11    Fiscal
Year. The Parent shall not, and shall not permit any Subsidiary of the Parent to, change its fiscal year from the twelve-month
period beginning January 1 and ending December 31, unless otherwise required by law.


 


8.2.12    Issuance
of Stock. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, issue any additional shares
of its capital stock or any options, warrants or other rights in respect thereof to the extent that such issued shares, options,
warrants and other rights are required to be Collateral, unless such shares, options, warrants and other rights are pledged to
the Administrative Agent pursuant to the terms of the Pledge and Security Agreement; provided however, the foregoing restriction
shall not apply to (i) the issuance of additional shares of capital stock of the Parent, or options, warrants or other rights in
respect thereof, so long as such issuance does not result in an Event of Default under Section 9.1.11 [Change of Control] or (ii)
the issuance of Equity Interests in connection with the TED Transaction.


 


8.2.13    Changes
in Organizational Documents. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, amend in
any respect its articles or certificate of incorporation (including any provisions or resolutions relating to Capital Stock), by-laws,
code of regulations, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company
agreement or other organizational documents without providing at least fifteen (15) calendar days’ prior written notice to
the Administrative Agent and the Lenders and, in the event such change would be adverse to the Lenders as determined by the Administrative
Agent in its sole discretion, obtaining the prior written consent of the Required Lenders.


 


8.2.14    Capital
Expenditures and Leases. Commencing with the fiscal year that commences January 1, 2015, the Loan Parties shall not permit
the aggregate payments on account of Capital Expenditures of the Parent and its Subsidiaries to exceed Forty Million Dollars ($40,000,000)
in any fiscal year, with any unspent portion of such Forty Million Dollars ($40,000,000) for such fiscal year available to roll
over into the immediately subsequent fiscal year. Amounts spent in any fiscal year will first reduce the amount available for Capital
Expenditures in that fiscal year prior to using any amounts rolled over from the immediately prior fiscal year. For the avoidance
of doubt, in no event shall any unused portion for any fiscal year be rolled over or carried forward into any fiscal year beyond
the immediately succeeding fiscal year.


 


8.2.15    [Reserved].


 


8.2.16    Maximum
Leverage Ratio. The Loan Parties shall not permit the Leverage Ratio as of the end of any fiscal quarter to exceed 3.00 to
1.00.


 


8.2.17    Minimum
Interest Coverage Ratio. The Loan Parties shall not permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest
Expense of the Parent and its Subsidiaries, calculated as of the end of each fiscal quarter for the four (4) fiscal quarters then
ended, to be less than 3.50 to 1.00.


 




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8.2.18    Negative
Pledge on Real Property. The Loan Parties shall not, and shall not permit any Subsidiary, to create, incur, assume or suffer
to exist any Lien upon any real property owned by such Loan Party or Subsidiary.


 


8.2.19    Limitation
on Negative Pledges. Each of the Loan Parties shall not, and shall not permit any Subsidiary, to enter into or suffer to exist
or become effective any agreement that prohibits or limits the ability of such Loan Party or any of its Subsidiaries to create,
incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure
the Obligations, other than (a) this Agreement and the other Loan Documents (b) with respect to a Subsidiary, imposed pursuant
to an agreement that has been entered into in connection with a disposition of assets permitted under this Agreement of all or
substantially all of the Equity Interests or assets of such Subsidiary, (c) any agreements governing any purchase money Liens or
capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against
the assets financed thereby), (d) customary provisions restricting assignment of any licensing agreement (in which a Loan Party
or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary
course of business and (e) customary provisions restricting subletting, sublicensing or assignment of any intellectual property
license or any lease governing any leasehold interests of a Loan Party and its Subsidiaries.


 


8.3           Reporting
Requirements. The Loan Parties will furnish or cause to be furnished to the Administrative Agent and each of the Lenders:


 


8.3.1      Quarterly
Financial Statements. As soon as available and in any event within forty-five (45) calendar days after the end of each of the
first three fiscal quarters in each fiscal year, financial statements of the Parent consisting of a consolidated balance sheet
as of the end of such fiscal quarter and related consolidated statements of income, stockholders’ equity and cash flows for
the fiscal quarter then ended and the fiscal year through that date, all in reasonable detail and certified (subject to normal
year-end audit adjustments) by the Chief Executive Officer, President or Chief Financial Officer of the Parent as having been prepared
in accordance with GAAP, consistently applied, and setting forth in comparative form the respective financial statements for the
corresponding date and period in the previous fiscal year.


 


8.3.2      Annual
Financial Statements. As soon as available and in any event within ninety (90) days after the end of each fiscal year of the
Parent, financial statements of the Parent consisting of a consolidated balance sheet as of the end of such fiscal year, and related
consolidated statements of income, stockholders’ equity and cash flows for the fiscal year then ended, all in reasonable
detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified
by independent certified public accountants of nationally recognized standing satisfactory to the Administrative Agent. The certificate
or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change
in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence
or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any
covenant, agreement or duty of any Loan Party under any of the Loan Documents. The Loan Parties shall deliver with such financial
statements and certification by their accountants a letter of such accountants to the Administrative Agent and the Lenders substantially
to the effect that, based upon their ordinary and customary examination of the affairs of the Parent, performed in connection with
the preparation of such consolidated financial statements, and in accordance with GAAP, they are not aware of the existence of
any condition or event which constitutes an Event of Default or Potential Default or, if they are aware of such condition or event,
stating the nature thereof.


 




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8.3.3      Certificate
of Parent. Concurrently with the financial statements of the Parent furnished to the Administrative Agent and to the Lenders
pursuant to Sections 8.3.1 [Quarterly Financial Statements] and 8.3.2 [Annual Financial Statements], a certificate (each a
“Compliance Certificate”) of the Parent signed by the Chief Executive Officer, President or Chief Financial
Officer of the Parent, in the form of Exhibit 8.3.3 [Certificate of Parent].


 


8.3.4      Notices.


 


8.3.4.1           Default.
Promptly after any officer of any Loan Party has learned of the occurrence of an Event of Default or Potential Default, a certificate
signed by an Authorized Officer setting forth the details of such Event of Default or Potential Default and the action which such
Loan Party proposes to take with respect thereto.


 


8.3.4.2           Litigation.
Promptly after the commencement thereof, notice of all actions, suits, proceedings or investigations before or by any Official
Body or any other Person against any Loan Party or Subsidiary of any Loan Party which relate to the Collateral, involve a claim
or series of claims in excess of Twenty Million Dollars ($20,000,000) or which if adversely determined would reasonably be expected
to constitute a Material Adverse Change.


 


8.3.4.3           Organizational
Documents. Within the time limits set forth in Section 8.2.13 [Changes in Organizational Documents], any amendment to
the organizational documents of any Loan Party.


 


8.3.4.4           Erroneous
Financial Information. Immediately in the event that the Parent or its accountants conclude or advise that any previously issued
financial statement, audit report or interim review should no longer be relied upon or that disclosure should be made or action
should be taken to prevent future reliance, notice in writing setting forth the details thereof and the action which the Borrowers
propose to take with respect thereto.


 


8.3.4.5           ERISA
Event. Immediately upon the occurrence of any ERISA Event, notice in writing setting forth the details thereof and the action
which the Parent proposes to take with respect thereto.


 


8.3.4.6           Other
Reports. Promptly upon their becoming available to any Borrower:


 


(i)          Annual
Budget. The annual budget and any forecasts or projections of the Parent and its Subsidiaries, to be supplied not later than
thirty (30) days after the commencement of the fiscal year to which any of the foregoing may be applicable,


 




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(ii)         Management
Letters. Any reports including management letters submitted to any Borrower by independent accountants in connection with any
annual, interim or special audit,


 


(iii)        SEC
Reports; Shareholder Communications. Reports, including Forms 10-K, 10-Q and 8-K, registration statements and prospectuses
and other shareholder communications, filed by any Borrower with the Securities and Exchange Commission, which shall be deemed
received by the Administrative Agent and Lenders when so filed with the Securities and Exchange Commission, and


 


(iv)        Other
Information. Such other reports and information as any of the Lenders may from time to time reasonably request.


 


Documents required to be delivered pursuant to Section 8.3.1
[Quarterly Financial Statements], Section 8.3.2 [Annual Financial Statements] and clauses (i) and (ii) of Section 8.3.4.6 [Other
Reports] (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission)
may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent
posts such documents, or provides a link thereto on the Parent’s website on the Internet; or (ii) on which such documents
are posted on the Parent’s behalf on IntraLinks/IntraAgency/SyndTrak or another relevant website, if any, to which each Lender
and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative
Agent); provided that (A) upon the request of the Administrative Agent, the Parent shall deliver paper copies of such documents
to the Administrative Agent for further distribution to each Lender and (B) the Parent shall notify (which may be by facsimile
or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic
mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the Administrative Agent shall
have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by the Parent with any such request for delivery, and each Lender shall be solely responsible
for requesting delivery of or maintaining its copies of such documents.


 


9.          DEFAULT


 


9.1           Events
of Default. An Event of Default shall mean the occurrence or existence of any one or more of the following events or conditions
(whatever the reason therefor and whether voluntary, involuntary or effected by operation of Law):


 


9.1.1      Payments
Under Loan Documents. The Borrowers shall fail to pay any principal of any Loan (including scheduled installments, mandatory
prepayments or the payment due at maturity), Reimbursement Obligation or Letter of Credit or Obligation or any interest on any
Loan, Reimbursement Obligation or Letter of Credit Obligation or any other amount owing hereunder or under the other Loan Documents
on the date on which such principal, interest or other amount becomes due in accordance with the terms hereof or thereof;


 




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9.1.2      Breach
of Warranty. Any representation or warranty made at any time by any of the Loan Parties herein or by any of the Loan Parties
in any other Loan Document, or in any certificate, other instrument or statement furnished pursuant to the provisions hereof or
thereof, shall prove to have been false or misleading in any material respect (without duplication of any materiality qualifier
contained therein) as of the time it was made or furnished;


 


9.1.3      Anti-Terrorism
Laws. Any representation or warranty contained in Section 6.1.16 [Anti-Terrorism Laws] is or becomes false or misleading at
any time;


 


9.1.4      Breach
of Specified Covenants. Any of the Loan Parties shall default in the observance or performance of any covenant contained in
Section 8.1.1 [Preservation of Existence, Etc.], Section 8.1.3 [Maintenance of Insurance], Section 8.1.5 [Visitation Rights] ,
Section 8.1.8 [Further Assurances], Section 8.1.9 [Anti-Terrorism Laws], Section 8.2 [Negative Covenants], Section 8.3 [Reporting
Requirements], or any “Event of Default” (as defined in any other Loan Document) shall exist under such Loan Document.


 


9.1.5      Breach
of Other Covenants. Any of the Loan Parties shall default in the observance or performance of any other covenant, condition
or provision hereof or of any other Loan Document (not specified in Sections 9.1.1, 9.1.2, 9.1.3 or 9.1.4 above) and such default
shall continue unremedied for a period of ten (10) Business Days;


 


9.1.6      Defaults
in Other Agreements or Indebtedness. A default or event of default shall occur at any time under the terms of any other agreement
involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan
Party may be obligated as a borrower or guarantor in excess of Ten Million Dollars ($10,000,000) in the aggregate, and such breach,
default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether
waived or not) any Indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default
permits or causes the acceleration of any Indebtedness (whether or not such right shall have been waived) or the termination of
any commitment to lend;


 


9.1.7      Final
Judgments or Orders. Any final judgments or orders for the payment of money in excess of Ten Million Dollars ($10,000,000)
in the aggregate shall be entered against any Loan Party by a court having jurisdiction in the premises, which judgment is not
discharged, vacated, bonded or stayed pending appeal within a period of thirty (30) days from the date of entry;


 


9.1.8      Loan
Document Unenforceable. Any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable against
the party executing the same or such party’s successors and assigns (as permitted under the Loan Documents) in accordance
with the respective terms thereof or shall in any way be terminated (except in accordance with its terms) or become or be declared
ineffective or inoperative or shall in any way be challenged or contested or cease to give or provide the respective Liens, security
interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby;


 


9.1.9      Uninsured
Losses; Proceedings Against Assets. There shall occur any material uninsured damage to or loss, theft or destruction of any
of the Collateral in excess of Ten Million Dollars ($10,000,000) or the Collateral or any other of the Loan Parties’ or any
of their Subsidiaries’ assets are attached, seized, levied upon or subjected to a writ or distress warrant; or such come
within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors and the same is not cured within
thirty (30) days thereafter;


 




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9.1.10    Events
Relating to Pension Plans and Multiemployer Plans. An ERISA Event occurs with respect to a Pension Plan which has resulted
or could reasonably be expected to result in liability of Parent or any member of the ERISA Group under Title IV of ERISA to the
Pension Plan or the PBGC in an aggregate amount in excess of Ten Million Dollars ($10,000,000), or Parent or any member of the
ERISA Group fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to
its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan, where the aggregate amount of unamortized withdrawal
liability is in excess of Ten Million Dollars ($10,000,000);


 


9.1.11    Change
of Control. A Change of Control shall occur;


 


9.1.12    2010
Note Documents. The Borrowers shall fail to cause the 2010 Note Documents to be, or fail to deliver evidence that the 2010
Note Documents have been, terminated, and all outstanding Indebtedness and other obligations thereunder have been paid and all
Liens securing such Indebtedness and other obligations have been released on or before October 31, 2014; or


 


9.1.13    Relief
Proceedings. A Relief Proceeding shall have been instituted against any Loan Party or Subsidiary of a Loan Party and such Relief
Proceeding shall remain undismissed or unstayed and in effect for a period of thirty (30) consecutive days or such court shall
enter a decree or order granting any of the relief sought in such Relief Proceeding, (ii) any Loan Party or Subsidiary of a Loan
Party institutes, or takes any action in furtherance of, a Relief Proceeding, or (iii) any Loan Party or any Subsidiary of a Loan
Party ceases to be Solvent or admits in writing its inability to pay its debts as they mature.


 


9.2           Consequences
of Event of Default.


 


9.2.1      Events
of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an Event of Default specified under Sections 9.1.1
[Payments Under Loan Documents] through 9.1.12 [2010 Note Documents] shall occur and be continuing, the Lenders and the Administrative
Agent shall be under no further obligation to make Loans and the Issuing Lender shall be under no obligation to issue Letters of
Credit and the Administrative Agent may, and upon the request of the Required Lenders, shall (i) by written notice to the
Borrowers, declare the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees
and all other Indebtedness of the Borrowers to the Lenders hereunder and thereunder to be forthwith due and payable, and the same
shall thereupon become and be immediately due and payable to the Administrative Agent for the benefit of each Lender without presentment,
demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Borrowers
to, and the Borrowers shall thereupon, deposit in a non-interest-bearing account with the Administrative Agent, as cash collateral
for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available
to be drawn on all outstanding Letters of Credit, and each Borrower hereby pledges to the Administrative Agent and the Lenders,
and grants to the Administrative Agent and the Lenders a security interest in, all such cash as security for such Obligations;
and


 








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9.2.2       Bankruptcy,
Insolvency or Reorganization Proceedings. If an Event of Default specified under Section 9.1.13 [Relief Proceedings]
shall occur, the Lenders shall be under no further obligations to make Loans hereunder and the Issuing Lender shall be under no
obligation to issue Letters of Credit and the unpaid principal amount of the Loans then outstanding and all interest accrued thereon,
any unpaid fees and all other Indebtedness of the Borrowers to the Lenders hereunder and thereunder shall be automatically and
immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived
and without further act of or consent by the Administrative Agent or any Lender; and


 


9.2.3       Set-off.
If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates
and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3
[Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable
Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency)
at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such
Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such
Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate
or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand
under this Agreement or any other Loan Document and although such Obligations of the Borrowers or such Loan Party may be contingent
or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding
such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates
and participants under this Section are (i) subject to the provisions of Section 2.1.3 [Certain Limitations] and Section 5.1.2
[Bifurcation] and (ii) in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing
Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrowers
and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall
not affect the validity of such setoff and application; and


 


9.2.4       Application
of Proceeds. From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.2
[Consequences of Event of Default] and until Payment in Full, any and all proceeds received by the Administrative Agent from any
sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Administrative Agent,
shall, subject to the provisions of Section 2.1.3 [Certain Limitations] and Section 5.1.2 [Bifurcation], be applied as follows:


 


(i)         First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees,
payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Loan Lender
in its capacity as such, ratably among the Administrative Agent, the Issuing Lender and Swing Loan Lender in proportion to the
respective amounts described in this clause First payable to them;


 






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(ii)        Second,
to payment of that portion of the Obligations constituting fees (including, without limitation, Letter of Credit Fees), indemnities
and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees,
ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them;


 


(iii)      Third,
to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations,
ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;


 


(iv)       Fourth,
to payment of that portion of the Obligations constituting unpaid principal of the Loans and Reimbursement Obligations and to
the Administrative Agent for the account of the Issuing Lender to cash collateralize any undrawn amounts under outstanding Letters
of Credit, in proportion to the respective amounts described in this clause Fourth held by them,


 


(v)        Fifth,
to payment of obligations then owing under Lender Provided Interest Rate Hedges, Lender Provided Commodity Hedges, Lender Provided
Foreign Currency Hedges, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender,
and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate Hedges, Lender Provided Commodity Hedges,
Lender Provided Foreign Currency Hedges, and Other Lender Provided Financial Service Products, in proportion to the respective
amounts described in this clause Fifth held by them;


 


(vi)       Last,
the balance, if any, to the Loan Parties or as required by Law.


 


Notwithstanding anything to the contrary in this Section 9.2.4
[Application of Proceeds], no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying
Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty
Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded
Hedge Liabilities; provided, however, that to the extent possible appropriate adjustments shall be made with respect to
payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such
Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 9.2.4 [Application of Procceeds].


 


10.       THE
ADMINISTRATIVE AGENT


 


10.1       Appointment
and Authority. Each of the Lenders and the Issuing Lender hereby irrevocably appoints PNC to act on its behalf as the Administrative
Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf
and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. The provisions of this Section 10 are solely for the benefit of the Administrative
Agent, the Lenders and the Issuing Lender, and neither the Borrowers nor any other Loan Party shall have rights as a third party
beneficiary of any of such provisions.


 






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The Administrative Agent shall also act
as the Collateral Agent under this Agreement, the Pledge and Security Agreement and the other Loan Documents, and each of the
Lenders and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such
Lender and Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the
Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto.
In this connection, the Administrative Agent, as Collateral Agent and any agents or employees appointed by such Administrative
Agent pursuant to this Section for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted
under this Agreement, the Pledge and Security Agreement or the other Loan Documents, or for exercising any rights and remedies
thereunder at the direction of such Administrative Agent), shall be entitled to the benefits of all provisions of this Section
10 [The Administrative Agent], Section 11 [Miscellaneous] and Section 12 [Joint and Several Obligations of Borrowers] as if set
forth in full herein with respect thereto. The Collateral Agent is hereby authorized by the Lenders which are a party to this
Agreement to execute and deliver any documents necessary or appropriate to create rights of pledge governed by the laws of the
Netherlands for the benefit of the Lenders, including, without limitation, the Dutch Pledge Agreement. Without prejudice to the
provisions of this Agreement and the other Loan Documents, the parties hereto acknowledge and agree with the creation of parallel
debt obligation of the Pledgors as will be described in the Parallel Debt(s) (both as defined in the Dutch Pledge Agreement) including
that any payment received by the Collateral Agent in respect of the Parallel Debt(s) will be deemed a satisfaction of a pro rata
portion of the corresponding amounts of the Obligations.


 


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


 


10.3       Exculpatory
Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and
in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:


 


(a)       shall
not be subject to any fiduciary or other implied duties, regardless of whether a Potential Default or Event of Default has occurred
and is continuing;


 


(b)       shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein
or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that,
in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan
Document or applicable Law; and


  






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(c)       shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable
for the failure to disclose, any information relating to any Borrower or any of its Affiliates that is communicated to or obtained
by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 


The Administrative Agent shall not be liable
for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary,
under the circumstances as provided in Sections 11.1 [Modifications, Amendments or Waivers] and 9.2 [Consequences of Event
of Default]) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be
deemed not to have knowledge of any Potential Default or Event of Default unless and until notice describing such Potential Default
or Event of Default is given to the Administrative Agent by the Borrowers, a Lender or the Issuing Lender.


 


The Administrative Agent shall not be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection
with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein or therein or the occurrence of any Potential Default or Event of Default,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement,
instrument or document or (v) the satisfaction of any condition set forth in Section 7 [Conditions of Lending and Issuance
of Letters of Credit] or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative
Agent.


 


10.4       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, or the issuance of a Letter of Credit, that by its terms must
be fulfilled to the satisfaction of a Lender or the Issuing Lender, the Administrative Agent may presume that such condition is
satisfactory to such Lender or the Issuing Lender unless the Administrative Agent shall have received notice to the contrary from
such Lender or the Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative
Agent may consult with legal counsel (who may be counsel for the Loan Parties), 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.


 






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10.5       Delegation
of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or
under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective
Related Parties. The exculpatory provisions of this Section 10 [The Administrative Agent] shall apply to any such sub-agent
and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities
in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.


 


10.6       Resignation.
The Administrative Agent or Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender
and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with approval from
the Borrowers (so long as no Event of Default has occurred and is continuing), to appoint a successor, such approval not to be
unreasonably withheld or delayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted
such appointment within thirty (30) days after the retiring Administrative Agent or Collateral Agent gives notice of its
resignation, then the retiring Administrative Agent or Collateral Agent may on behalf of the Lenders and the Issuing Lender, appoint
a successor Administrative Agent or Collateral Agent; provided that if the Administrative Agent or Collateral Agent shall
notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless
become effective in accordance with such notice and (i) the retiring Administrative Agent or Collateral Agent, as applicable,
shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any
collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents,
the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent
is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative
Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint
a successor Administrative Agent as provided for above in this Section 10.6 [Resignation]. Upon the acceptance of a successor’s
appointment as Administrative Agent or Collateral Agent hereunder, such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent or Collateral Agent, and the retiring
Administrative Agent or Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other
Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a
successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers
and such successor. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder and under
the other Loan Documents, the provisions of this Section 10 and Section 11.3 [Expenses; Indemnity; Damage Waiver] shall continue
in effect for the benefit of such retiring Administrative Agent or Collateral Agent, its respective sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent
or Collateral Agent was acting as Administrative Agent or Collateral Agent, as the case may be. The parties hereto acknowledge
and agree that, for purposes of any right of pledge governed by the laws of the Netherlands, including, without limitation, the
Dutch Pledge Agreement, any resignation by the Collateral Agent is not effective with respect to its rights and obligations under
the Parallel Debt(s), until such rights and obligations have been assumed by the successor Collateral Agent. Without prejudice
to the provisions of this Agreement and the other Loan Documents, the Collateral Agent, as applicable, will reasonably cooperate
in the assumption of its rights and obligations under or in connection with the Parallel Debt(s) by any such successor and will
reasonably cooperate in transferring to such successor all rights under the Foreign Pledge Agreements to the extent governed by
the laws of the Netherlands.


 






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If PNC resigns as Administrative Agent under
this Section 10.6 [Registration], PNC shall also resign as an Issuing Lender. Upon the appointment of a successor Administrative
Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as the retiring Issuing
Lender and Administrative Agent and PNC shall be discharged from all of its respective duties and obligations as Issuing Lender
and Administrative Agent under the Loan Documents, and (ii) issue letters of credit in substitution for the Letters of Credit
issued by PNC, if any, outstanding at the time of such succession or make other arrangement satisfactory to PNC to effectively
assume the obligations of PNC with respect to such Letters of Credit.


 


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


 


10.8       No
Other Duties, etc. Anything herein to the contrary notwithstanding, none of the Arrangers, Syndication Agent, Co-Documentation
Agents or Bookrunner 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, a Lender or the Issuing Lender
hereunder.


 


10.9       Administrative
Agent’s Fee. The Borrowers shall pay to the Administrative Agent a nonrefundable fee (the “Administrative Agent’s
Fee”) under the terms of a letter (the “Administrative Agent’s Letter”) among the Borrowers
and Administrative Agent, as amended from time to time.


 


10.10     Authorization
to Release Collateral and Guarantors. The Lenders and Issuing Lenders authorize the Administrative Agent to release (i) any
Collateral consisting of assets or Equity Interests sold or otherwise disposed of in a sale or other disposition or transfer permitted
under Section 8.2.7 [Dispositions of Assets or Subsidiaries] or Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions],
and (ii) any Guarantor from its obligations under the Guaranty Agreement if the ownership interests in such Guarantor are sold
or otherwise disposed of or transferred to persons other than Loan Parties or Subsidiaries of the Loan Parties in a transaction
permitted under Section 8.2.7 [Dispositions of Assets or Subsidiaries] or Section 8.2.6 [Liquidations, Mergers, Consolidations,
Acquisitions].


 






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10.11     No
Reliance on Administrative Agent’s Customer Identification Program. Each Lender acknowledges and agrees that neither
such Lender, nor any of its Affiliates, participants or assignees, may rely on the Administrative Agent to carry out such Lender’s,
Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed
under or pursuant to the USA Patriot Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121
(as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs
involving any of the following items relating to or in connection with any of the Loan Parties, their Affiliates or their agents,
the Loan Documents or the transactions hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping,
(iii) comparisons with government lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or such
other Laws.


 


10.12     Administrative
Agent May File Proofs of Claim. In case of the pendency of any Relief Proceeding relative to any Loan Party, the Administrative
Agent (irrespective of whether the principal of any Loan or Reimbursement Obligation shall then be due and payable as herein expressed
or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowers)
shall be entitled and empowered (but not obligated) 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, Reimbursement
Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable
in order to have the claims of the Lenders, the Issuing Lender and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the Issuing Lender and the Administrative Agent and their respective
agents and counsel and all other amounts due the Lenders, the Issuing Lender and the Administrative Agent under Section 2.3 [Facility
Fees], Section 2.9.2 [Letter of Credit Fees] and Section 11.3 [Expenses; Indemnity; Damages Waiver]) 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;


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing
Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the
making of such payments directly to the Lenders and the Issuing Lender, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and
any other amounts due the Administrative Agent under Section 2.3 [Facility Fees] and Section 11.3 [Expenses; Indemnity; Damages
Waiver].


 






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11.       MISCELLANEOUS


 


11.1       Modifications,
Amendments or Waivers. With the written consent of the Required Lenders, the Administrative Agent, acting on behalf of all
the Lenders, and the Borrowers, on behalf of the Loan Parties, may from time to time enter into written agreements amending or
changing any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder
or thereunder, or may grant written waivers or consents hereunder or thereunder. Any such agreement, waiver or consent made with
such written consent shall be effective to bind all the Lenders and the Loan Parties; provided, that no such agreement,
waiver or consent may be made which will:


 


11.1.1       Increase
of Commitment. Increase the amount of the Revolving Credit Commitment of any Lender hereunder without the consent of such
Lender;


 


11.1.2       Extension
of Payment; Reduction of Principal, Interest or Fees; Modification of Terms of Payment. Whether or not any Loans are outstanding,
extend the Expiration Date or the time for payment of principal or interest of any Loan (excluding the due date of any mandatory
prepayment of a Loan), the Facility Fee or any other fee payable to any Lender, or reduce the principal amount of or the rate
of interest borne by any Loan or reduce the Facility Fee or any other fee payable to any Lender, without the consent of each Lender
directly affected thereby;


 


11.1.3       Release
of Collateral or Guarantor. Except for sales of assets permitted by Section 8.2.7 [Dispositions of Assets or Subsidiaries],
release all or substantially all of the Collateral or any Guarantor from its Obligations under the Guaranty Agreement without
the consent of all Lenders (other than Defaulting Lenders); or


 


11.1.4       Miscellaneous.
Amend Section 5.2 [Pro Rata Treatment of Lenders], Section 10.3 [Exculpatory Provisions] or Section 5.3 [Sharing
of Payments by Lenders], Section 9.2.4 [Application of Proceeds] or this Section 11.1 [Modifications, Amendments or
Waivers], alter any provision regarding the pro rata treatment of the Lenders or requiring all Lenders to authorize the taking
of any action or reduce any percentage specified in the definition of Required Lenders, in each case without the consent of all
of the Lenders;


 


provided that no agreement, waiver or consent which
would modify the interests, rights or obligations of the Administrative Agent, the Issuing Lender, or the Swing Loan Lender may
be made without the written consent of the Administrative Agent, the Issuing Lender or the Swing Loan Lender, as applicable, and
provided, further that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1.1
[Increase of Commitment] through 11.1.4 [Miscellaneous] above, the consent of the Required Lenders is obtained but the consent
of one or more of such other Lenders whose consent is required is not obtained (each a “Non-Consenting Lender”),
then the Borrowers shall have the right to replace any such Non-Consenting Lender with one or more replacement Lenders pursuant
to Section 5.6.2 [Replacement of a Lender]. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any
right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms
requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than
Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the
consent of such Lender, and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected
Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require
the consent of such Defaulting Lender.


 






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11.2       No
Implied Waivers; Cumulative Remedies. No course of dealing and no delay or failure of the Administrative Agent or any Lender
in exercising any right, power, remedy or privilege under this Agreement or any other Loan Document shall affect any other or
future exercise thereof or operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any further
exercise thereof or of any other right, power, remedy or privilege. The rights and remedies of the Administrative Agent and the
Lenders under this Agreement and any other Loan Documents are cumulative and not exclusive of any rights or remedies which they
would otherwise have.


 


11.3       Expenses;
Indemnity; Damage Waiver.


 


11.3.1       Costs
and Expenses. The Borrowers shall pay (i) all out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) in connection with the syndication
of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement
and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket expenses incurred by the Issuing
Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder,
(iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the fees,
charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender) in connection with the
enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its
rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all
such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of
Credit, and (iv) all reasonable out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged
periodically to perform audits of the Loan Parties’ books, records and business properties.


 






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11.3.2       Indemnification
by the Borrowers. Each Domestic Borrower (on a joint and several basis for itself and all other Loan Parties) and the Foreign
Borrower (solely as to itself) shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing
Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including
the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee
from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee
or asserted against any Indemnitee by any third party or by any Borrower or any other Loan Party arising out of, in connection
with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder
or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or
the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under
a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter
of Credit), (iii) breach of representations, warranties or covenants of any Loan Party under the Loan Documents, or (iv) any
actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including any such items
or losses relating to or arising under Environmental Laws or pertaining to environmental matters, whether based on contract, tort
or any other theory, whether brought by a third party or by any Borrower or any other Loan Party, and regardless of whether any
Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction
by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result
from a claim brought by any Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s
obligations hereunder or under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable
judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 11.3.2[Indemnification by
the Borrowers] shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising
from any non-Tax claim.


 


11.3.3       Reimbursement
by Lenders. To the extent that any Borrower for any reason fails to indefeasibly pay any amount required under Sections 11.3.1
[Costs and Expenses] or 11.3.2 [Indemnification by the Borrowers] to be paid by it to the Administrative Agent (or any sub-agent
thereof), the Issuing Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative
Agent (or any such sub-agent), the Issuing Lender or such Related Party, as the case may be, such Lender’s Ratable Share
(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided
that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred
by or asserted against the Administrative Agent (or any such sub-agent) or the Issuing Lender in its capacity as such, or against
any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or Issuing Lender in connection
with such capacity.


 


11.3.4       Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, no Borrower shall assert, and 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) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or
any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit
or the use of the proceeds thereof. No Indemnitee referred to in Section 11.3.2 [Indemnification by Borrowers] 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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11.3.5       Payments.
All amounts due under this Section shall be payable not later than ten (10) days after demand therefor.


 


11.4       Holidays.
Whenever payment of a Loan to be made or taken hereunder shall be due on a day which is not a Business Day such payment shall
be due on the next Business Day (except as provided in Section 4.2 [Interest Periods]) and such extension of time shall be
included in computing interest and fees, except that the Loans shall be due on the Business Day preceding the Expiration Date
if the Expiration Date is not a Business Day. Whenever any payment or action to be made or taken hereunder (other than payment
of the Loans) shall be stated to be due on a day which is not a Business Day, such payment or action shall be made or taken on
the next following Business Day, and such extension of time shall not be included in computing interest or fees, if any, in connection
with such payment or action.


 


11.5       Notices;
Effectiveness; Electronic Communication.


 


11.5.1       Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in Section 11.5.2 [Electronic Communications]), all notices and other communications provided for herein shall be
in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier
(i) if to a Lender, to it at its address set forth in its administrative questionnaire, or (ii) if to any other Person, to it
at its address set forth on Schedule 1.1(B).


 


Notices sent by hand or overnight courier
service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier
shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall
be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through
electronic communications to the extent provided in Section 11.5.2 [Electronic Communications], shall be effective as provided
in such Section.


 


11.5.2       Electronic
Communications. Notices and other communications to the Lenders and the Issuing Lender hereunder may be delivered or furnished
by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative
Agent; provided that the foregoing shall not apply to notices to any Lender or the Issuing Lender if such Lender or the
Issuing Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article
by electronic communication. The Administrative Agent or the Borrowers may, in their discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures approved by them; provided that approval
of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes,
(i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of
an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during
the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business
on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing
clause (i) of notification that such notice or communication is available and identifying the website address therefor.


 






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11.5.3       Change
of Address, Etc. Any party hereto may change its address, e-mail address or telecopier number for notices and other communications
hereunder by notice to the other parties hereto.


 


11.6       Severability.
The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable
in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining
provisions hereof in any jurisdiction.


 


11.7       Duration;
Survival. All representations and warranties of the Loan Parties contained herein or made in connection herewith shall survive
the execution and delivery of this Agreement, the completion of the transactions hereunder and Payment In Full. All covenants
and agreements of the Borrowers contained herein relating to the payment of principal, interest, premiums, additional compensation
or expenses and indemnification, including those set forth in the Notes, Section 5 [Payments] and Section 11.3 [Expenses;
Indemnity; Damage Waiver], shall survive Payment In Full. All other covenants and agreements of the Loan Parties shall continue
in full force and effect from and after the date hereof and until Payment In Full.


 


11.8       Successors
and Assigns.


 


11.8.1       Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto
and their respective successors and assigns permitted hereby, except that neither any Borrower nor any other Loan Party may assign
or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent
and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee
in accordance with the provisions of Section 11.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with
the provisions of Section 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the
restrictions of Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer
by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon
any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent
provided in Section 11.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


11.8.2       Assignments
by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any
such assignment shall be subject to the following conditions:


 






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(i)       Minimum
Amounts.


 


(A)       in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time
owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need
be assigned; and


 


(B)       in
any case not described in clause (i)(A) of this Section 11.8.2 [Assignments by Lenders], the aggregate amount of the Commitment
(which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal
outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment
and Assumption Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date”
is specified in the Assignment and Assumption Agreement, as of the Trade Date) shall not be less than $5,000,000, unless each
of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consents
(each such consent not to be unreasonably withheld or delayed).


 


(ii)       Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement with respect to the Loan or the Commitment assigned.


 


(iii)       Required
Consents. No consent shall be required for any assignment except for the consent of the Administrative Agent (which shall
not be unreasonably withheld or delayed) and:


 


(A)       the
consent of the Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default
has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender
or an Approved Fund; provided that the Borrowers shall be deemed to have consented to any such assignment unless it shall
object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;
and


 


(B)       the
consent of the Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that
increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).


 


(iv)       Assignment
and Assumption Agreement. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment
and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall
deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.


 


(v)       No
Assignment to Borrowers. No such assignment shall be made to any Borrower or any of such Borrower’s Affiliates or Subsidiaries.


 






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(vi)       No
Assignment to Natural Persons. No such assignment shall be made to a natural person.


 


Subject to acceptance and recording thereof by the Administrative
Agent pursuant to Section 11.8.3 [Register], from and after the effective date specified in each Assignment and Assumption Agreement,
the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and
Assumption Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall,
to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits
of Sections 4.4 [LIBOR Rate Unascertainable; Etc.], 5.8 [Increased Costs], and 11.3 [Expenses, Indemnity; Damage Waiver]
with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply with this Section 11.8.2 [Assignments by Lenders]
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 11.8.4 [Participations].


 


11.8.3       Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain a record of the names and
addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms
hereof from time to time. Such register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat
each Person whose name is in such register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. Such register shall be available for inspection by the Borrowers and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.


 


11.8.4       Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations
to any Person (other than a natural person or any Borrower or any of such Borrower’s Affiliates or Subsidiaries) (each,
a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s
obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders, and the Issuing
Lender shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement.


 






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Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement
and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the Participant, agree (other than as is already provided
for herein) to any amendment, modification or waiver with respect to Sections 11.1.1 [Increase of Commitment], 11.1.2 [Extension
of Payment, Etc.], or 11.1.3 [Release of Collateral or Guarantor]) that affects such Participant. Each Borrower agrees
that each Participant shall be entitled to the benefits of Sections 4.4.2 [Illegality; Increased Costs; Deposits Not Available]
5.8 [Increased Costs], 5.10 [Indemnity] and 5.9 [Taxes] (subject to the requirements and limitations therein, including the requirements
under Section 5.9.7 [Status of Lenders] (it being understood that the documentation required under Section 5.9.7 [Status of Lenders]
shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to Section 11.8.2 [Assignments by Lenders]; provided that such Participant (A) agrees to be subject to the provisions
of Section 5.6.2 [Replacement of a Lender] and Section 5.6.3 [Designation of a Different Lending Office] as if it were an assignee
under Section 11.8.2 [Assignments by Lenders]; and (B) shall not be entitled to receive any greater payment under Sections 5.8
[Increased Costs] or 5.9 [Taxes], with respect to any participation, than its participating Lender would have been entitled to
receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the
Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrowers’ request
and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 5.6.2 [Replacement
of a Lender] and Section 5.6.3 [Designation of Different Lending Office] with respect to any Participant. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 9.2.3 [Set-off] as though it were a Lender;
provided that such Participant agrees to be subject to Section 5.3 [Sharing of Payments by Lenders] as though it
were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, maintain
a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each
Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including
the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters
of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary
to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c)
of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error,
and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation
for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative
Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


11.8.5       Certain
Pledges; Successors and Assigns Generally. Any Lender may at any time pledge or assign a security interest in all or any portion
of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations
to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 






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11.9       Confidentiality.


 


11.9.1       General.
Each of the Administrative Agent, the Lenders and the Issuing Lender agrees to maintain the confidentiality of the Information,
except that Information may be disclosed (i) to its Affiliates and to its and its Affiliates’ respective partners,
directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential),
(ii) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable Laws
or regulations or by any subpoena or similar legal process, (iv) to any other party hereto, (v) in connection 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, (vi) subject to an agreement containing provisions
substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of
or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or
its advisors) to any swap or derivative transaction relating to any Borrower and its obligations, (vii) with the consent
of the Borrowers or (viii) to the extent such Information (Y) becomes publicly available other than as a result of a
breach of this Section or (Z) becomes available to the Administrative Agent, any Lender, the Issuing Lender or any of their
respective Affiliates on a nonconfidential basis from a source other than the Borrowers or the other Loan Parties. Any Person
required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with
its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information
as such Person would accord to its own confidential information.


 


11.9.2       Sharing
Information With Affiliates of the Lenders. Each Loan Party acknowledges that from time to time financial advisory, investment
banking and other services may be offered or provided to a Borrower or one or more of its Affiliates (in connection with this
Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each of the Loan Parties
hereby authorizes each Lender to share any information delivered to such Lender by such Loan Party and its Subsidiaries pursuant
to this Agreement to any such Subsidiary or Affiliate subject to the provisions of Section 11.9.1 [General].


 


11.10     Counterparts;
Integration; Effectiveness.


 


11.10.1              Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement
and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute
the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof including any prior confidentiality agreements and commitments.
Except as provided in Section 7 [Conditions Of Lending And Issuance Of Letters Of Credit], this Agreement shall become effective
when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts
hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy or e-mail shall be effective as delivery of a manually executed counterpart
of this Agreement.


 






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11.11     CHOICE
OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL.


 


11.11.1              Governing
Law. This Agreement shall be deemed to be a contract under and construed in accordance with the Laws of the State of New York
without regard to its conflict of laws principles. Each standby Letter of Credit issued under this Agreement shall be subject
either to the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International
Chamber of Commerce (the “ICC”) at the time of issuance (“UCP”) or the rules of the International
Standby Practices (ICC Publication Number 590) (“ISP98”), as determined by the Issuing Lender, and each trade
Letter of Credit shall be subject to UCP, and in each case to the extent not inconsistent therewith, the Laws of the State of
New York without regard to its conflict of laws principles.


 


11.11.2              SUBMISSION
TO JURISDICTION. EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE
ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE,
AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY ISSUING LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF
THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK,
AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION
OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES
HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL
AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS
OF ANY JURISDICTION.


 


11.11.3              WAIVER
OF VENUE. EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION 11.11. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND AGREES NOT ASSERT ANY SUCH DEFENSE.


 






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11.11.4              SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.5 [NOTICES;
EFFECTIVENESS; ELECTRONIC COMMUNICATION]. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


 


WITHOUT LIMITING THE TERMS OR EFFECTIVENESS
OF ANY OF THE PRECEDING PROVISIONS OF THIS SECTION 11.11.4, THE FOREIGN BORROWER HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS
THE PARENT, AT ITS ADDRESS FROM TIME TO TIME SET FORTH ON SCHEDULE 1.1(B), AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT
AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMON, NOTICES AND
DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND AGENT SHALL CEASE
TO BE AVAILABLE TO ACT AS SUCH, THE FOREIGN BORROWER AGREES TO DESIGNATE A NEW DESIGNEE, APPOINT AND AGENT IN THE UNITED STATES
OF AMERICA ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.


 


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


 


11.12     USA
Patriot Act Notice. Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself and not on
behalf of any Lender) hereby notifies Loan Parties that pursuant to the requirements of the USA Patriot Act, it is required to
obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of Loan
Parties and other information that will allow such Lender or Administrative Agent, as applicable, to identify the Loan Parties
in accordance with the USA Patriot Act.


 






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11.13     Obligations
of Domestic Loan Parties. Notwithstanding anything to the contrary in this Agreement, none of the assets of the Foreign Borrower
or any CFC, and each of their Subsidiaries, shall serve directly or indirectly as security for the Obligations of the Domestic
Loan Parties within the meaning of Section 1.956-2(c)(2) of the United States Treasury Regulations.


 


12.       JOINT
AND SEVERAL OBLIGATIONS OF BORROWERS.


 


12.1       Joint
and Several Obligations. By signing this Agreement, each Borrower agrees that it is liable, jointly and severally with the
other Borrowers, for the payment of the Notes and all Obligations of the Borrowers under this Agreement and the other Loan Documents,
and that the Administrative Agent and any Lender can enforce such Obligations against any Borrower, in such Administrative Agent’s
or such Lender’s sole and unlimited discretion (but subject to the provisions of this Agreement and the other Loan Documents).


 


12.2       Rights
to Administer Credit. The Administrative Agent and the Lenders, either directly or through the Administrative Agent, and each
Borrower may at any time and from time to time, without the consent of, or notice to, the other Borrowers, without incurring responsibility
to the other Borrowers, and without affecting, impairing or releasing any of the Obligations of the other Borrowers hereunder:


 


12.2.1       alter,
change, modify, extend, release, renew, cancel, supplement or amend in any manner the Loan Documents, and the Borrowers’
joint and several liability shall continue to apply after giving effect to any such alteration, change, modification, extension,
release, renewal, cancellation, supplement or amendment;


 


12.2.2       sell,
exchange, surrender, realize upon, release (with or without consideration) or otherwise deal with in any manner and in any order
any property of any Person mortgaged to the Administrative Agent or the Lenders or otherwise securing the Borrowers’ joint
and several liability, or otherwise providing recourse to the Administrative Agent or the Lenders with respect thereto;


 


12.2.3       exercise
or refrain from exercising any rights against a Borrower or others with respect to the Borrowers’ joint and several liability,
or otherwise act or refrain from acting;


 


12.2.4       settle
or compromise any Borrower’s joint and several liability, any security therefor or other recourse with respect thereto,
or subordinate the payment or performance of all or any part thereof to the payment of any liability (whether due or not) of any
Borrower to any creditor of any Borrower, including without limitation, the Administrative Agent, any Lender and any Borrower;


 


12.2.5       apply
any sums received by the Administrative Agent or by any Lender from any source in respect of any liabilities of any Borrower to
the Administrative Agent or any Lender to any of such liabilities, regardless of whether the Notes remain unpaid;


 


12.2.6       fail
to set off or release, in whole or in part, any balance of any account or any credit on its books in favor of any Borrower, or
of any other Person, and extend credit in any manner whatsoever to any Borrower, and generally deal with any Borrower and any
security for the Borrowers’ joint and several liability or any recourse with respect thereto as the Administrative Agent
or any Lender may see fit; and


 






    	110



    	 



    

 


12.2.7       consent
to or waive any breach of, or any act, omission or default under, this Agreement or any other Loan Document, including, without
limitation, any agreement providing Collateral for the payment of the Borrowers’ joint and several liability or any other
indebtedness of the Borrowers to the Lenders.


 


12.3       Primary
Obligation.No invalidity, irregularity or unenforceability of all or any part of the Borrowers’ joint and several liability
or of any security therefor or other recourse with respect thereto shall affect, impair or be a defense to the other Borrowers’
joint and several liability, and all Obligations under this Agreement and the Loan Documents are primary Obligations of each Borrower.


 


12.4       Payments
Recovered From Lender. If any payment received by the Administrative Agent or any Lender and applied to the Obligations is
subsequently set aside, recovered, rescinded or required to be returned for any reason (including, without limitation, the bankruptcy,
insolvency or reorganization of a Borrower or any other obligor), the Obligations to which such payment was applied shall be deemed
to have continued in existence, notwithstanding such application, and each Borrower shall be jointly and severally liable for
such Obligations as fully as if such application had never been made. References in this Agreement to amounts “paid”
or to “paid in full” (or terms of like import) refer to payments that cannot be set aside, recovered, rescinded or
required to be returned for any reason.


 


12.5       No
Release. Until the Notes and all other Obligations under the Loan Documents have been paid in full and each and every one
of the covenants and agreements of this Agreement are fully performed, the Obligations of each Borrower hereunder shall not be
released, in whole or in part, by any action or thing (other than irrevocable payment in full) which might, but for this provision
of this Agreement, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, extension, modification,
forbearance or delay or other act or omission of the Administrative Agent or any Lender or its failure to proceed promptly or
otherwise, or by reason of any action taken or omitted by the Administrative Agent or any Lender whether or not such action or
failure to act varies or increases the risk of, or affects the rights or remedies of, any Borrower, nor shall any modification
of any of the Notes or other Loan Documents or release of any security therefor by operation of Law or by the action of any third
party affect in any way the Obligations of any Borrower hereunder, and each Borrower hereby expressly waives and surrenders any
defense to its liability hereunder based upon any of the foregoing acts, omissions, things, agreements or waivers of any of them.
No Borrower shall be exonerated with respect to its liabilities under this Agreement by any act or thing except irrevocable payment
and performance of the Obligations, it being the purpose and intent of this Agreement that the Obligations constitute the direct
and primary Obligations of each Borrower and that the covenants, agreements and all Obligations of each Borrower hereunder be
absolute, unconditional and irrevocable.


 






    	111



    	 



    

 


12.6       Actions
Not Required. Each Borrower hereby waives any and all right to cause a marshalling of the other Borrowers’ assets or
any other action by any court or other governmental body with respect thereto insofar as the rights of the Administrative Agent
and the Lenders hereunder are concerned or to cause the Administrative Agent or the Lenders to proceed against any security for
the Borrowers’ joint and several liability or any other recourse which the Administrative Agent or the Lenders may have
with respect thereto, and further waives any and all requirements that the Administrative Agent or the Lenders institute any action
or proceeding at Law or in equity against the other Borrowers or any other Person, or with respect to this Agreement, the Loan
Documents, or any Collateral for the Borrowers’ joint and several liability, as a condition precedent to making demand on,
or bringing an action or obtaining and/or enforcing a judgment against, each Borrower. Each Borrower further waives any requirement
that the Administrative Agent or the Lenders seek performance by the other Borrowers or any other Person, of any Obligation under
this Agreement, the Loan Documents or any Collateral for the Borrowers’ joint and several liability as a condition precedent
to making a demand on, or bringing any action or obtaining and/or enforcing a judgment against, any Borrower. No Borrower shall
have any right of setoff against the Administrative Agent or any Lender with respect to any of its Obligations hereunder. Any
remedy or right hereby granted which shall be found to be unenforceable as to any Person or under any circumstance, for any reason,
shall in no way limit or prevent the enforcement of such remedy or right as to any other Person or circumstance, nor shall such
unenforceability limit or prevent enforcement of any other remedy or right hereby granted.


 


12.7       Deficiencies.
Each Borrower specifically agrees that in the event of a foreclosure or other exercise of remedies under a Collateral Document
held by the Administrative Agent or any Lender that secures any part or all of the Borrowers’ joint and several liability,
and in the event of a deficiency resulting therefrom, each Borrower shall be, and hereby is expressly made, liable to the Administrative
Agent and the Lenders for the full amount of such deficiency notwithstanding any other provision of this Agreement or provision
of such agreement, any document or documents evidencing the indebtedness secured by such agreement or any other document or any
provision of applicable Law which might otherwise prevent the Administrative Agent or any Lender from enforcing and/or collecting
such deficiency. Each Borrower hereby waives any right to notice of a foreclosure under any Collateral Document, for the benefit
of the Secured Parties (as defined in the Pledge and Security Agreement), by the other Borrowers which secures any part or all
of the Borrowers’ joint and several liability.


 


12.8       Borrower
Bankruptcy. Each Borrower expressly agrees that its liability and Obligations under the Notes, this Agreement and the other
Loan Documents shall not in any way be affected by the institution by or against the other Borrowers or any other Person or entity
of any Insolvency Proceeding, or any action taken or not taken by the Administrative Agent or the Lenders in connection therewith,
and that any discharge of any Borrower’s joint and several liability pursuant to any such Insolvency Proceeding shall not
discharge or otherwise affect in any way the Obligations of the other Borrowers under the Notes, this Agreement and any other
Loan Document, and that upon or at any time after the institution of any of the above actions, at the Administrative Agent’s
or the Lenders’ sole discretion, the Borrowers’ joint and several Obligations shall be enforceable against any Borrower
that is not itself the subject of such proceedings. Each Borrower expressly waives any right to argue that the Administrative
Agent’s or the Lenders’ enforcement of any remedies against that Borrower is stayed by reason of the pendency of any
such proceedings against the other Borrowers.


 






    	112



    	 



    

 


12.9       Limited
Subrogation. Notwithstanding any payment or payments made by any Borrower hereunder or any setoff or application of funds
of any Borrower by the Administrative Agent or any Lender, until 731 days after the Obligations have been irrevocably paid in
full, such Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against
the other Borrowers or any Guarantor or any Collateral or Guaranty or right of offset held by the Administrative Agent or any
Lender for the payment of the Obligations, nor shall such Borrower seek or be entitled to seek any contribution or reimbursement
from the other Borrowers or any Guarantor in respect of payments made by such Borrower hereunder. If any amount shall be paid
to a Borrower on account of such subrogation rights at any time when all of the Obligations shall not have been irrevocably paid
in full, such amount shall be held by such Borrower in trust for the Administrative Agent and the Lenders, segregated from other
funds of such Borrower and shall, forthwith upon receipt by such Borrower, be turned over to the Administrative Agent in the exact
form received by such Borrower (duly indorsed by such Borrower to the Administrative Agent, if required), to be applied against
the Obligations, whether matured or unmatured, in such order as the Administrative Agent and the Lenders may determine.


 


12.10     Borrowers’
Financial Condition. Each Borrower is familiar with the financial condition of the other Borrowers, and each Borrower has
executed and delivered this Agreement and the other Loan Documents based on that Borrower’s own judgment and not in reliance
upon any statement or representation of the Administrative Agent or any Lender. Neither the Administrative Agent nor the Lenders
shall have any obligation to provide any Borrower with any advice whatsoever or to inform any Borrower at any time of the Administrative
Agent’s or the Lenders’ actions, evaluations or conclusions on the financial condition or any other matter concerning
any Borrower.


 


12.11     Relationship
of Borrowers. Each Borrower represents that such Borrower and its business operations receive mutual support and other benefits
from the other Borrowers and its Subsidiaries, and it expects to derive benefits from the extension of credit accommodations to
each other Borrower by the Lenders and finds it advantageous, desirable and in its best interests to execute and deliver this
Agreement and the Notes to the Lenders.


 


12.12     Limitations.


 


12.12.1              If
the Obligations of a Borrower would be held or determined by a court or tribunal having competent jurisdiction to be void, invalid
or unenforceable on account of the amount of its aggregate liability under this Agreement, the Notes or the other Loan Documents,
then, notwithstanding any other provision of this Agreement, the Notes or the other Loan Documents to the contrary, the aggregate
amount of the liability of such Loan Party under this Agreement, the Notes and the other Loan Documents shall, without any further
action by such Borrower, the Lenders, the Administrative Agent, the Issuing Lender or any other Person, be automatically limited
and reduced to an amount which is valid and enforceable.


 






    	113



    	 



    

 


12.12.2              Without
limiting the generality of Section 12.12.1 above, each Borrower and the Administrative Agent, each Issuing Lender and each Lender,
hereby confirms that it is the intention of all such parties that none of this Agreement, the Notes or any other Loan Document
constitute a fraudulent transfer or conveyance under the federal Bankruptcy Code, the Uniform Fraudulent Conveyances Act, the
Uniform Fraudulent Transfer Act or similar state statute applicable to this Agreement and the other Loan Documents. Therefore,
such parties agree that the Obligations of a Borrower shall be limited to such maximum amount as will, after giving effect to
such maximum amount and other contingent and fixed liabilities of such Borrower that are relevant under such Laws, and after giving
effect to any collections from, rights to receive contribution from or payments made by or on behalf of the other Borrowers and
any other obligor, result in the Obligations not constituting a fraudulent transfer or conveyance.


 


12.12.3              Notwithstanding
anything to the contrary contained in the foregoing, the provisions of this Section 12 shall be subject at all times to Section
2.1.3 [Certain Limitations], Section 5.1.2 [Bifurcation] and Section 11.13 [Obligations of Domestic Loan Parties].


 


[The remainder of this page is intentionally
left blank.]


 




    	114



    	 



    

 





 


IN WITNESS WHEREOF, the parties hereto,
by their officers thereunto duly authorized, have executed this Agreement as of the day and year first above written.


 





	ATTEST:	BORROWERS:
	 	 
	 	STONERIDGE, INC.
	 	 	 
	 	By:	 
	 	Name: George E. Strickler 
	 	Title: Executive Vice President, Chief
	 	         Financial Officer and Treasurer
	 	 
	 	STONERIDGE ELECTRONICS, INC.
	 	 	 
	 	By:	 
	 	Name: George E. Strickler 
	 	Title: Vice President and Treasurer
	 	 
	 	STONERIDGE CONTROL DEVICES, INC.
	 	 	 
	 	By:	 
	 	Name: George E. Strickler 
	 	Title: Vice President and Treasurer
	 	 
	 	STONERIDGE ELECTRONICS AB
	 	 	 
	 	By:	 
	 	Name: Peter Kruk
	 	Title: Managing Director


 




    	 



    	 



    

 





 


	 	PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, a Lender, Issuing Lender and Swing Loan Lender
	 	 	 
	 	By:	 
	 	Name: Joseph G. Moran
	 	Title:   Senior Vice President


 


    	 



    	 



    
 





 

	 	JPMORGAN CHASE BANK, N.A., as an Issuing Lender and a Lender
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




    	 



    	 



    
 





 

	 	COMPASS BANK, as a Lender
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




    	 



    	 



    

 


	 	CITIZENS BANK, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




    	 



    	 



    

 


	 	THE HUNTINGTON NATIONAL BANK, as a Lender
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




    	 



    	 



    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




    	 



    	 



    

 


	 	BMO HARRIS BANK, N.A., as a Lender
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




    	 



    	 



    

 


	 	FIRST NIAGARA BANK, N.A., as a Lender
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




    	 



    	 



    

  


	 	FIRST COMMONWEALTH BANK, as a Lender
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




    	 



    	 



    

  





SCHEDULES


 


TO


 


THIRD AMENDED AND RESTATED CREDIT AGREEMENT
(the “Agreement”)


 


By and among


  


STONERIDGE, INC.,


 


STONERIDGE ELECTRONICS, INC.,


 


STONERIDGE CONTROL DEVICES, INC., and


 


STONERIDGE ELECTRONICS AB,


 


As Borrowers,


  


THE GUARANTORS PARTY HERETO,


 


THE LENDERSPARTY HERETO,


 


PNC BANK, NATIONAL ASSOCIATION,


 


as Administrative Agent,


 


and


 


PNC CAPITAL MARKETS, LLC and JPMORGAN
CHASE BANK, N.A.


As
Lead Arrangers


And


PNC CAPITAL MARKETS LLC,


As Bookrunner


 





 



 


Dated as of September 12, 2014


 


 



  


			These Schedules are qualified in their entirety by reference to specific provisions of the Agreement,
and are not intended to constitute, and shall not be construed as constituting, any representations or warranties of any Loan Party
except as and to the extent provided in the Agreement, subject to the limitations therein. Certain information contained in the
Schedules may not be required to be disclosed pursuant to the Agreement. Such information is included solely for informational
purposes, and disclosure of such information shall not be deemed to enlarge or enhance any of the representations or warranties
in the Agreement. Inclusion of information herein shall not be construed as an admission that such information is material to any
Loan Party.



 


			Disclosures in one part of a particular Schedule for any purpose will be deemed disclosed for all
purposes of such particular Schedule where such disclosure is reasonably apparent. Disclosures by attachments and documents referenced
by these Schedules are deemed made herein. Headings have been inserted in the Schedules for convenience of reference only and shall
not have the effect of amending or changing the information presented or creating a standard for disclosure different than that
set forth in the Agreement. Capitalized terms used in these Schedules and not otherwise defined herein shall have the respective
meanings assigned to such terms in the Agreement.








 






    	 



    	 



    

 





 


SCHEDULE 1.1(A)


 


PRICING
GRID—


 


VARIABLE
PRICING AND FEES BASED ON LEVERAGE RATIO


  


	Level	 	Leverage
 Ratio	 	Facility
 Fee	 	 	Letter of Credit 

    Fee	 	 	Revolving 
 Credit
    Base 
 Rate Spread	 	 	Revolving 
 Credit
    LIBOR 
 Rate Spread	 
	I	 	Less than 1.00 to 1.00	 	 	0.20	%	 	 	1.05	%	 	 	0.05	%	 	 	1.05	%
	II	 	Greater than or equal to 1.00 to 1.00 but less than 1.50
    to 1.00	 	 	0.25	%	 	 	1.25	%	 	 	0.25	%	 	 	1.25	%
	III	 	Greater than or equal to 1.50 to 1.00 but less than 2.00
    to 1.00	 	 	0.30	%	 	 	1.45	%	 	 	0.45	%	 	 	1.45	%
	IV	 	Greater than or equal to 2.00 to 1.00 but less than 2.50
    to 1.00	 	 	0.35	%	 	 	1.65	%	 	 	0.65	%	 	 	1.65	%
	V	 	Greater than or equal to 2.50 to 1.00	 	 	0.35	%	 	 	1.90	%	 	 	0.90	%	 	 	1.90	%





 





For purposes of determining the Applicable
Margin, the Applicable Facility Fee Rate and the Applicable Letter of Credit Fee Rate:


 


(a)       The
Applicable Margin, the Applicable Facility Fee Rate and the Applicable Letter of Credit Fee Rate shall be determined on the Closing
Date based on the Leverage Ratio computed on such date pursuant to a Compliance Certificate to be delivered on the Closing Date.


 


(b)       The
Applicable Margin, the Applicable Facility Fee Rate and the Applicable Letter of Credit Fee Rate shall be recomputed as of the
end of each fiscal quarter ending after the Closing Date based on the Leverage Ratio as of such quarter end. Any increase or decrease
in the Applicable Margin, the Applicable Facility Fee Rate or the Applicable Letter of Credit Fee Rate computed as of a quarter
end shall be effective on the date on which the Compliance Certificate evidencing such computation is due to be delivered under
Section 8.3.3 [Certificate of Parent]. If a Compliance Certificate is not delivered when due in accordance with such Section 8.3.3
[Certificate of Parent], then the rates in Level V shall apply as of the first Business Day after the date on which such Compliance
Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate
is delivered; and the rates in Level V shall apply upon and during the continuance of any other Event of Default.


 






    	 



    	 



    

 


(c)       If,
as a result of any restatement of or other adjustment to the financial statements of the Parent or for any other reason, the Borrowers
or the Lenders determine that (i) the Leverage Ratio as calculated by the Borrowers as of any applicable date was inaccurate and
(ii) a proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately
and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand
by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the
Borrowers under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent,
any Lender or the Issuing Lender), an amount equal to the excess of the amount of interest and fees that should have been paid
for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights
of the Administrative Agent, any Lender or the Issuing Lender, as the case may be, under Section 2.9 [Letter of Credit Subfacility]
or Section 4.3 [Interest After Default] or Section 9 [Default]. The Borrowers’ obligations under this paragraph shall
survive the termination of the Commitments and the repayment of all other Obligations hereunder.


 




    	 



    	 



    

 





 


SCHEDULE 1.1(B)


 


COMMITMENTS
OF LENDERS AND ADDRESSES FOR NOTICES


 


Part 1 - Commitments of Lenders and Addresses for Notices
to Lenders


 


	 
Lender
	 	Amount of Commitment
    

    for Revolving Credit

     Loans	 	 	Ratable Share	 
	 	 	 	 	 	 	 
	Name: PNC Bank, National Association
 Address: 1900 East
    Ninth Street 
Cleveland, Ohio 44114
 Attention: Trina Barkley
 Telephone: (412) 768-0423
 Telecopy: (412) 705-2400	 	$	60,000,000.00	 	 	 	20.000000000	%
	 	 	 	 	 	 	 	 	 
	Name: JPMorgan Chase Bank, N.A.
 Address: 50 S. Main St. Floor 2 
Akron,
    Ohio 44308
 Attention: Andrea Booth
 Telephone: (330) 972-1806
 Telecopy: (330) 972-1965	 	$	60,000,000.00	 	 	 	20.000000000	%
	 	 	 	 	 	 	 	 	 
	Name: Compass Bank
 Address: 159 Crocker Park Blvd.
 Westlake, Ohio
    44145 
Attention: Sandy Centa
 Telephone: (440)570-0841
 Telecopy: (440) 414-0706	 	$	40,000,000.00	 	 	 	13.333333333	%
	 	 	 	 	 	 	 	 	 
	Name: Citizens Bank, National Association
 Address: 71 S. Wacker Drive
    
Chicago, Illinois 60606
 Attention: Lisa Garling
 Telephone: (312) 777-3610
 Telecopy: (312) 777-4003	 	$	40,000,000.00	 	 	 	13.333333333	%
	 	 	 	 	 	 	 	 	 
	Name: The Huntington National Bank
 Address: 125 South Wacker Dr. Suite
    2840
 Chicago, Illinois 60606 
Attention: Lori Cummins-Meyer
 Telephone: (312) 762-2173
 Telecopy: (877) 274-8593	 	$	25,000,000.00	 	 	 	8.333333333	%



 






    	 



    	 



    

 


	Lender	 	Amount
    of Commitment for 
 Revolving Credit
 Loans	 	 	Ratable Share	 
	 	 	 	 	 	 	 
	Name: U.S. Bank National Association

    Address: 425 Walnut Street 
Cincinnati, Ohio 45202
 Attention: Michael E. Temnick
 Telephone: (513) 632-4133

    Telecopy: (513) 632-4894	 	$	25,000,000.00	 	 	 	8.333333333	%
	 	 	 	 	 	 	 	 	 
	Name:
                                         BMO Harris Bank, N.A.
 Address: 135 N. Pennsylvania St. 9th Floor
 Indianapolis,
                                         Indiana 46204
 Attention: Betsey Phillips
 Telephone: (317) 269-1291
 Telecopy:
                                         (317) 269-2169
	 	$	20,000,000.00	 	 	 	6.666666667	%
	 	 	 	 	 	 	 	 	 
	Name:
                                         First Niagara Bank, N.A.
 Address: 726 Exchange Street 9th Floor
 Buffalo,
                                         New York 14210
 Attention: Agent Banking
 Telephone: (716) 819-5790
 Telecopy:
                                         (716) 819-5156
	 	$	20,000,000.00	 	 	 	6.666666667	%
	 	 	 	 	 	 	 	 	 
	Name: First Commonwealth Bank
 Address: 437 Grant
    Street 
Frick Building, Suite 1600 
Pittsburgh, Pennsylvania 15219
 Attention: Stephen J. Orban
 Telephone: (412)
    690-2212
 Telecopy: (412) 690-2206	 	$	10,000,000.00	 	 	 	3.333333333	%
	 	 	 	 	 	 	 	 	 
	Total	 	$	300,000,000.00	 	 	 	100.00	%




 




    	 



    	 



    

 





 


SCHEDULE 1.1(B)


 


COMMITMENTS
OF LENDERS AND ADDRESSES FOR NOTICES


 


Part 2 - Addresses for Notices to Borrowers and Guarantors:


 


ADMINISTRATIVE AGENT


 


PNC Bank, National Association


Address: 1900 East Ninth Street


Cleveland, Ohio 44114


Attention: Trina Barkley

Telephone: (412) 768-0423

Telecopy: (412) 705-2400


 


With a Copy To:


 


Agency Services, PNC Bank, National Association

Mail Stop: P7-PFSC-04-I

Address: 500 First Avenue

Pittsburgh, PA 15219

Attention:       Agency Services

Telephone:       (412) 768-0423

Telecopy:       (412) 762-8672


 


BORROWERS:


 


Stoneridge, Inc.


Stoneridge Electronics, Inc.


Stoneridge Control Devices, Inc.


9400 East Market Street


Warren, Ohio 44484

Attention: George E. Strickler


Telephone: (330) 856-2443


Telecopy: (330) 856-3618


	 

        Stoneridge Electronics AB

        Nåsvägen 38

        S-167 75 Bromma

        Sweden

        Attention: Peter Kruk

        Telephone: +46 10 4822800

        Telecopy: +46 10 4822801 
	With a copy to:

        Stoneridge, Inc.

        9400 East Market Street

        Warren, Ohio 44484

        Attention: George E. Strickler

        Telephone: (330) 856-2443

        Telecopy: (330) 856-3618



 


 




    	 



    	 



    

 





 


Schedule 1.1(D)


 


Domestic Guarantors


 


None


 




    	 



    	 



    

 


Schedule 1.1(F)


 


Foreign Guarantors


 


None


 




    	 



    	 



    

  


Schedule 1.1(L)


 


Existing Letters of Credit


 


		1.	Irrevocable letter of credit dated as of September 1, 2011, by Stoneridge,
                                         Inc. in favor of China Merchants Bank and with a balance as of August 31, 2014 of $1,700,000;
                                         expires September 14, 2015
	 	 	 



		2.	Irrevocable letter of credit dated as of June 18, 2002, by Stoneridge,
                                         Inc. in favor of National Union Fire Insurance Co. (AIG) and with a balance as of August
                                         31, 2014 of $220,028, expires June 18, 2015.
	 	 	 



		3.	Irrevocable letter of credit dated as of February 27, 2008, by Stoneridge,
                                         Inc. in favor of Ace American Insurance Company and with a balance as of August 31, 2014
                                         of $271,281; expires December 31, 2014.
	 	 	 



		4.	Irrevocable letter of credit dated as of January 26, 2009, by Stoneridge,
                                         Inc. in favor of Ace American Insurance Company and with a balance as of August 31, 2014
                                         of $325,000; expires December 31, 2014.
	 	 	 



		5.	Irrevocable letter of credit dated as of January 23, 2007, by Stoneridge,
                                         Inc. in favor of Ace American Insurance Company and with a balance as of August 31, 2014
                                         of $484,684; expires December 31, 2014.
	 	 	 



		6.	Irrevocable letter of credit dated as of March 8, 2010, by Stoneridge,
                                         Inc. in favor of Ace American Insurance Company and with a balance as of August 31, 2014
                                         of $43,782; expires December 31, 2014.
	 	 	 



		7.	Irrevocable letter of credit dated as of April 13, 2011, by Stoneridge,
                                         Inc. in favor of Ohio Bureau of Workers Compensation and with a balance as of August
                                         31, 2014 of $330,000; expires April 13, 2015.



 






    	 



    	 



    

 

		8.	Irrevocable letter of credit dated as of December 9, 2011, by Stoneridge,
                                         Inc. in favor of Dentsply International Inc. and with a balance as of August 31, 2014
                                         of $2,000,000; expires December 9, 2014



 




    	 



    	 



    

 


Schedule
1.1(P)


 


Permitted Liens


 





	Name of Issuer	 	Name of Holder	 	Description	 	Value
	Stoneridge Electronics AB	 	Provinsbanken Närke and Östgöta Bank (branches of Danske Bank).	 	Chattel Mortgage as security for overdraft facility	 	SEK 69,000,000




   


	DEBTOR	 	JURISDICTION	 	TYPE
    OF 

    SEARCH	 	FILE
    NO & DATE	 	SECURED
    

    PARTY	 	COLLATERAL
	Stoneridge, Inc.	 	Ohio Secretary of State	 	UCC	 	OH00049646873

        05/21/02

        Continuations:

        20071240570

        05/04/07

        20120590307

        02/28/12
	 	American Express Business Finance Corp.	 	Computer equipment and software per Lease Number: 491259
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Ohio Secretary of State	 	UCC	 	OH00050199827

        06/06/02

        Continuations:

        20071240804

        05/04/07

        20121210313

        04/30/12
	 	Dell Financial Services, L.P.	 	Computer equipment under Equipment Lease dated June 4, 2002
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Ohio Secretary of State	 	UCC	 	OH00055304524

        10/15/02

        Continuations:

        20071700722

        06/19/07

        20122570156

        09/13/12

        Amendment

        20130150367

        01/15/13
	 	Dell Financial Services

         

        Amended in 2013 to

        Dell Financial Services L.L.C.
	 	Computer equipment under Master Lease Agreement 1093907,
    dated August 1, 2002
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Ohio Secretary of State	 	UCC	 	OH00059515050

        01/30/03

        Continuations:

        20073460742

        12/12/07

        20123040371

        10/30/12
	 	American Express Business Finance Corporation	 	Equipment:

        1 HP color laser jet 4600N laser printer




  






    	 



    	 



    

 


	DEBTOR	 	JURISDICTION	 	TYPE
    OF 

    SEARCH	 	FILE
    NO & DATE	 	SECURED
    

    PARTY	 	COLLATERAL
	 	 	Ohio Secretary of State	 	UCC	 	OH00135699142

        06/30/09

        Continuation

        20141530015

        01/02/14
	 	Crown Credit Company	 	Equipment pursuant to Master Lease Agreement dated May 23,
    2007
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Ohio Secretary of State	 	UCC	 	OH00137749565

        10/09/09
	 	General Electric Capital Corporation	 	Equipment under FMV Total Image Management Agreement No.
    7630257-001
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Ohio Secretary of State	 	UCC	 	OH00149408284

        04/13/11
	 	Caterpillar Inc.	 	Tools, manufacturing parts and products
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Ohio Secretary of State	 	UCC	 	OH00157671635

        04/18/12
	 	De Lage Landen Financial Services, Inc.	 	Specified equipment
	 	 	 	 	 	 	 	 	 	 	 
	Stoneridge, Inc. and Hi-Stat	 	Ohio Secretary of State	 	UCC	 	OH00162721659

        11/15/12
	 	MC Machinery Systems, Inc.	 	Specified equipment
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Ohio Secretary of State	 	UCC	 	OH00169218073

        07/30/13
	 	Toyota Moto Credit Corporation	 	Specified equipment located at El Paso, TX facility (forklifts,
    batteries, chargers)
	 	 	 	 	 	 	 	 	 	 	 
	Hi-Stat or Hi Stat	 	Ohio Secretary of State	 	UCC	 	OH00154756753

                                       12/09/11

                                       Termination

                                       20120440055

                                       02/10/12
	 	Maruka USA, Inc.	 	One (1) new Toyo injection molding machine, model: SI-55V;
sn: 1690018




	 	 	 	 	 	 	 	 	 	 	 
	



	 	Ohio Secretary of State	 	UCC	 	OH00154756864

        12/09/11

        Termination

        20120440054

        02/10/12
	 	Maruka USA, Inc.	 	One (1) new Toyo injection molding machine, model: SI-II0IV;
    sn: 1546077
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Ohio Secretary of State	 	UCC	 	OH00156031406

        02/06/12

        Termination

        20121150272

        04/23/12
	 	Maruka USA, Inc.	 	One (1) new Toyo injection molding machine, model: ET-90HR2;
    sn: 1470010
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Ohio Secretary of State	 	UCC	 	OH00158230652

        05/09/12

        Termination

        20130430337

        02/12/13
	 	Maruka USA, Inc.	 	One (1) new Toyo injection molding machine, model: SI-250V;
    sn: 1694004



 






    	 



    	 



    

  


	DEBTOR	 	JURISDICTION	 	TYPE
    OF 

    SEARCH	 	FILE
    NO & DATE	 	SECURED
    

    PARTY	 	COLLATERAL
	 	 	Ohio Secretary of State	 	UCC	 	OH00158230763

        05/09/12

        Termination

        20130440031

        02/12/13
	 	Maruka USA, Inc.	 	One (1) new Toyo injection molding machine, model:
    SI-110V; sn: 1691021
	Hi-Stat and Stoneridge, Inc.	 	Ohio Secretary of State	 	UCC	 	OH00162721659

        11/15/12
	 	MC Machinery Systems, Inc.	 	Specified equipment
	 	 	Ohio Secretary of State	 	UCC	 	OH00168282300

        06/24/13

        Termination

        20132660028

        09/20/13
	 	Maruka USA, Inc.	 	One (1) new Toyo injection molding machine, model: ET-90HR2;
    sn: 1470011
	 	 	Ohio Secretary of State	 	UCC	 	OH00171134635

        10/15/13

        Termination

        20141190306

        04/28/14
	 	Maruka USA, Inc.	 	One (1) new Toyo injection molding machine, model: SI-55V;
    sn: 1690052
	 	 	Ohio Secretary of State	 	UCC	 	OH00173508933

        01/27/14

        Termination

        20141190300

        04/28/14
	 	Maruka USA, Inc.	 	One (1) new Toyo injection molding machine, model: SI-250V;
    sn: 1694016
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Massachusetts Secretary of Commonwealth	 	UCC	 	201295305300

        04/23/12

        Termination

        201296108630

        05/29/12
	 	The Robert E. Morris Company	 	One (1) Clausing/Harrison CNC2000, sn: NG7001







 


 




    	 



    	 



    

 


 Schedule 1.1(S)


 


Excluded Foreign Subsidiaries


 





	Subsidiary/Issuer	 	Jurisdiction
    of Organization/ Formation of Issuer
	 	 	 
	SRI Holdings CV	 	Netherlands
	Stoneridge European Holdings B.V.	 	Netherlands
	Stoneridge AB	 	Sweden
	Stoneridge Nordic AB	 	Sweden
	Stoneridge GmbH	 	Germany
	Stoneridge Electronics Limited	 	Scotland
	Stoneridge Electronics SrL	 	Italy
	Stoneridge Electronics AS	 	Estonia
	Stoneridge Pollak (Holdings) Limited	 	UK
	Stoneridge Aftermarket GmbH	 	Germany
	Stoneridge OOO	 	Russia
	Stoneridge do Brasil Participações  Ltda.	 	Brazil
	PST Eletronica Ltda.	 	Brazil
	PST Industrial Ltda.	 	Brazil
	Positron Rastreadores Argentina S.A. 	 	Argentina
	TED de Mexico SA de CV	 	Mexico
	Stoneridge Asia Holdings Ltd.	 	Mauritius
	Stoneridge Asia Pacific Electronics (Suzhou) Co. Ltd.	 	China







 


 




    	 



    	 



    

 


Schedule 6.1.1


 


Organization / Qualification


 





	Loan Party	 	Organization	 	Qualification
	Stoneridge, Inc.	 	Ohio	 	Florida, Indiana, Massachusetts, Michigan, Texas, Japan
	Stoneridge Electronics, Inc.	 	Texas	 	 
	Stoneridge Control Devices, Inc.	 	Massachusetts	 	Michigan
	Stoneridge Electronics AB	 	Sweden	 	 
	SRI CS LLC	 	Michigan	 	 
	SRI Holdings CV	 	Netherlands	 	 
	Stoneridge European Holdings B.V.	 	Netherlands	 	 
	Stoneridge AB	 	Sweden	 	 
	Stoneridge Nordic AB	 	Sweden	 	 
	Stoneridge GmbH	 	Germany	 	 
	Stoneridge Electronics Limited	 	Scotland	 	France, Spain
	Stoneridge Electronics SrL	 	Italy	 	 
	Stoneridge Electronics AS	 	Estonia	 	 
	Stoneridge Pollak (Holdings) Limited	 	UK	 	 
	Stoneridge Aftermarket GmbH	 	Germany	 	 
	Stoneridge OOO	 	Russia	 	 
	Stoneridge do Brasil Participações  Ltda.	 	Brazil	 	 
	PST Eletronica Ltda.	 	Brazil	 	Argentina
	PST Industrial Ltda.	 	Brazil	 	 
	Positron Rastreadores Argentina S.A. 	 	Argentina	 	 
	TED de Mexico SA de CV	 	Mexico	 	 
	Stoneridge Asia Holdings Ltd.	 	Mauritius	 	 
	Stoneridge Asia Pacific Electronics (Suzhou) Co. Ltd.	 	China	 	 




 




    	 



    	 



    

 


Schedule 6.1.2


 


Subsidiaries and Owners


 





	Subsidiary/Issuer	 	Jurisdiction of


        Organization/

        Formation of

        Issuer
	 	Authorized
    and 

    Outstanding Equity

    Interests of Issuer	 	Holder
    of Outstanding

    Equity Interests
	Stoneridge, Inc.	 	Ohio	 	5M Preferred Shares, none issued or outstanding

        60M Common Shares, [28,221,750 shares outstanding at
        August 31, 2014]
	 	Public (NYSE: SRI)
	Stoneridge Electronics, Inc.	 	Texas	 	100

        100
	 	Stoneridge, Inc.
	Stoneridge Control Devices, Inc.	 	Massachusetts	 	100

        100
	 	Stoneridge, Inc.
	SRI CS LLC	 	Michigan	 	1,000

        1,000
	 	Stoneridge, Inc.
	SRI Holdings CV	 	Netherlands	 	Limited Partnership	 	Stoneridge, Inc. (99% limited partner) & Stoneridge Control Devices, Inc. (1% general
    partner)
	Stoneridge European Holdings B.V.	 	Netherlands	 	100

        20
	 	Stoneridge Holdings CV
	Stoneridge AB	 	Sweden	 	5,745

        5,745
	 	Stoneridge European Holdings B.V.
	Stoneridge Electronics AB	 	Sweden	 	5,745

        5,745
	 	Stoneridge AB
	Stoneridge Nordic AB	 	Sweden	 	1,000

        1,000
	 	Stoneridge Electronics AB
	Stoneridge GmbH	 	Germany	 	100,000

        100,000
	 	Stoneridge Electronics AB
	Stoneridge Electronics Limited	 	Scotland	 	250,000

        250,000
	 	Stoneridge AB
	Stoneridge Electronics SrL	 	Italy	 	10,000

        10,000
	 	Stoneridge Electronics Limited
	Stoneridge Electronics AS	 	Estonia	 	160

        40
	 	Stoneridge European Holdings B.V.
	Stoneridge Pollak (Holdings) Limited	 	UK	 	7,004,000

        7,004,000
	 	Stoneridge European Holdings B.V.



 






    	 



    	 



    

 


	Stoneridge Aftermarket GmbH	 	Germany	 	25,000

        25,000
	 	Stoneridge European Holdings B.V.
	Stoneridge OOO	 	Russia	 	10,000

        10,000
	 	Stoneridge European Holdings B.V. [(99.01%) & Stoneridge Holdings CV (.99%)]
	Stoneridge do Brasil Participações  Ltda.	 	Brazil	 	2,652,101,665 Quotas

        2,652,101,665 Quotas
	 	Stoneridge, Inc.
	PST Eletronica Ltda.	 	Brazil	 	9,123,057,320 Quotas

        9,123,057,320 Quotas
	 	Stoneridge, Inc. (3,426,214,859 Quotas) & Stoneridge do Brasil Participações  Ltda.
    (3,324,847,557 Quotas). 74% in Total
	PST Industrial Ltda.	 	Brazil	 	5,000 Quotas

        5,000 Quotas
	 	PST Eletronica Ltda.
	Positron Rastreadores Argentina S.A. 	 	Argentina	 	100,000

        100,000
	 	PST Eletronica Ltda. 98,000 legal &beneficial owner,
        2,000 beneficially owned.

        Daniel Ricci owns 2,000 (bare legal title) which are
        beneficially owned by PST Eletronica Ltda.

	TED de Mexico SA de CV	 	Mexico	 	Series A 1,000

        Series A 1,000

        Series B 1,398,968

        Series B 1,398,968
	 	Stoneridge, Inc. (Series A 998 shares, Series B 1,398,968 shares) & Stoneridge Electronics,
    Inc. (Series A 2 shares)
	Stoneridge Asia Holdings Ltd.	 	Mauritius	 	Unlimited

        3,580,345
	 	Stoneridge, Inc.
	Stoneridge Asia Pacific Electronics (Suzhou) Co. Ltd.	 	China	 	Permitted investment is US$13.5M, of which the minimum capital
    is 40% (US$5.4M), has been fully paid	 	Stoneridge Asia Holdings Ltd.




  




    	 



    	 



    

 


Schedule 6.1.14


 


Environmental Disclosures


 


The Company became aware of soil and groundwater contamination
at its former Sarasota, Florida site believed to be from use of the property prior to Company ownership (pre 1999). Soil remediation
at the site was completed during the year ended December 31, 2010. Ground water remediation began in the first quarter of 2014,
in accordance with a remedial action plan approved by the Florida Department of Environmental Protection. At December 31, 2013
the Company had accrued an undiscounted liability of $944,000 related to future remediation. In December 2011, the Company sold
the Sarasota facility and related property. However, the liability to remediate the site contamination remains the responsibility
of the Company. Due to the ongoing site remediation, the closing terms of the sale agreement included a requirement for the Company
to maintain a $2,000,000 letter of credit for the benefit of the buyer.




    	 



    	 



    

 







 


SCHEDULE 7.1.1


 


OPINIONS
OF COUNSEL


 


All opinions should
be dated as of the Closing Date and should be addressed to the Administrative Agent, Collateral Agent and Lenders. The reliance
paragraph should allow opinion reliance by successors and assigns.


 


		1.	Valid existence and good standing.



 


		2.	Power and authority.



 


		3.	Due authorization.



 


		4.	Execution and delivery.



 


		5.	Enforceability.



 


		6.	No conflict with organizational documents, laws, orders
or material agreements



 


		7.	No approvals.



 


		8.	Continued attachment and perfection of security interests.



 


		9.	Investment Company Act.



 


		10.	Margin Regulations.



 


		11.	Confirmation of no litigation.



 




    	 



    	 



    

 





 


SCHEDULE 8.1.3


 


INSURANCE
REQUIREMENTS RELATING TO THE COLLATERAL


 


COVENANTS:


 


At the request of the Administrative Agent, the Loan Parties
shall deliver to the Collateral Agent and each of the Lenders (x) on the Closing Date and annually thereafter an original
certificate of insurance signed by the Loan Parties’ independent insurance broker describing and certifying as to the existence
of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents, together with a copy
of the endorsement described in the next sentence attached to such certificate, and (y) from time to time a summary schedule
indicating all insurance then in force with respect to each of the Loan Parties. Such policies of insurance shall contain special
endorsements which include the provisions set forth below or are otherwise in form acceptable to the Collateral Agent in its discretion.
The applicable Loan Parties shall notify the Collateral Agent promptly of any occurrence causing a material loss or decline in
value of the Collateral and the estimated (or actual, if available) amount of such loss or decline. Any monies received by the
Administrative Agent or Collateral Agent constituting insurance proceeds may, at the option of the Administrative Agent, (i) in
the case of property insurance proceeds received during the existence of an Event of Default, be applied by the Administrative
Agent to the payment of the Obligations in accordance with the terms of the Credit Agreement, (ii) for losses of less than
Five Million Dollars ($5,000,000) received at such time as no Event of Default or Potential Default exists, be disbursed by the
Administrative Agent to the applicable Loan Parties, and (iii) for losses equal to or greater than Five Million Dollars ($5,000,000)
received at such time as no Event of Default or Potential Default exists, be disbursed by the Administrative Agent to the applicable
Loan Parties on such terms as are deemed appropriate by the Administrative Agent for the repair, restoration and/or replacement
of Collateral and other property in respect of which such proceeds were received.


 


ENDORSEMENT:


 


(i) specify the Collateral Agent as
an additional insured and lender loss payee as its interests may appear,


 


(ii) with respect to all property insurance
policies, provide that the interest of the Lenders shall be insured regardless of any breach or violation by the applicable Loan
Parties of any warranties, declarations or conditions contained in such policies or any action or inaction of the applicable Loan
Parties or others insured under such policies, except that the insurer shall not be obligated to maintain the insurance if cancelled
pursuant and subject to clause (v) below,


 


(iii) provide a waiver of any right
of the insurers to set off or counterclaim or any other deduction, whether by attachment or otherwise,


 


(iv) provide that any and all rights
of subrogation which the insurers may have or acquire against the Loan Parties shall be, at all times and in all respects, junior
and subordinate to the prior Payment In Full of the Indebtedness hereunder and that no insurer shall exercise or assert any right
of subrogation until such time as the Indebtedness hereunder has been Paid In Full and the Commitments have terminated,


 




    	 



    	 



    

 


(v) provide that no cancellation of
such policies for any reason (including non-payment of premium) nor any change therein shall be effective until (a) with respect
to a cancellation or change by reason of a failure to pay premium, at least ten (10) days after receipt by the Collateral Agent
of written notice of such cancellation or change and (b) with respect to any other reason, at least thirty (30) days after receipt
by the Collateral Agent of written notice of such cancellation or change,


 


(vi) be primary without right of contribution
of any other insurance carried by or on behalf of any additional insureds with respect to their respective interests in the Collateral,
and


 


(vii) provide that inasmuch as the
policy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall
operate as if there were a separate policy covering each insured.


 




    	 



    	 



    

 







 


SCHEDULE 8.1.12


 


POST-CLOSING
MATTERS


 


The applicable Loan Parties shall deliver
to the Administrative Agent as soon as possible, and in any event within the time periods (unless extended by the Administrative
Agent in its sole discretion) specified below, the following, each in form and substance satisfactory to the Administrative Agent:


 


1.          No
later than 3 Business Days following the termination of the 2010 Note Documents, the Collateral Agent shall have received all original
certificates evidencing any Equity Interests pledged pursuant to the Pledge and Security Agreement, together with duly executed
in blank, undated stock powers attached thereto.


 


2.          No
later than 10 Business Days following the termination of the 2010 Note Documents, the Loan Parties shall have provided each Foreign
Pledge Agreement signed by an Authorized Officer or appropriate signatory and all other documents and deliveries (including, without
limitation, legal opinions) required to be delivered pursuant to or in connection with each Foreign Pledge Agreement.


 


3.          The
Loan Parties shall comply with the requirements of Section 4.3(c) of the Pledge and Security Agreement within the time period set
forth therein.


 


4.          No
later than December 12, 2014, the Domestic Loan Parties have used commercially reasonable efforts to obtain an executed landlord’s
waiver or other lien waiver agreement from the lessor, warehouse operator or other applicable Person for each leased Collateral
location as required under the Pledge and Security Agreement or Section 8.1.11 [Landlord Waivers] hereof.


 




    	 



    	 



    

 


Schedule 8.2.1


 


Existing Indebtedness


 


	Name of Issuer	 	Name of Holder	 	Description 	 	Value
	Stoneridge European Holdings B.V.	 	Stoneridge, Inc.	 	Intercompany Loan	 	US$ 3.6M
	Stoneridge Pollak Holdings Limited	 	Stoneridge, Inc.	 	Intercompany Loan	 	US$ 4.9M
	Stoneridge AB	 	Stoneridge, Inc.	 	Intercompany Loan	 	€ 9.6M
	Stoneridge Asia Pacific Electronics (Suzhou) Co. Ltd.	 	Stoneridge, Inc.	 	Intercompany Loan	 	US$ 6.0M
	Stoneridge AB	 	Stoneridge Electronics AB	 	Intercompany Loan	 	SEK 81.1M
	Stoneridge Electronics AS	 	Stoneridge Electronics AB	 	Intercompany Loan	 	€ 7.1M
	Stoneridge Electronics Limited	 	Stoneridge Electronics AB	 	Intercompany Loan	 	€ 2.6M
	Stoneridge, Inc.	 	Bank of New York Mellon as trustee	 	2010 Senior Secured Notes issued October 15, 2010 (target retirement date of October 15, 2014)	 	US$157.5M
	Stoneridge Electronics AB	 	Provinsbanken Närke and Östgöta Bank (branches of Danske Bank).	 	Chattel Mortgage as security for overdraft facility	 	SEK 69,000,000
	Stoneridge Asia Pacific Electronics (Suzhou) Co. Ltd.	 	China Merchants Bank	 	Loan	 	$1,700,000
	PST Eletronica Ltda.	 	BANCO ITAÚ S.A.	 	Working Capital Loan	 	BRL 2,515,591
	PST Eletronica Ltda.	 	BANCO ALFA S.A.	 	Working Capital Loan	 	BRL 10,017,787
	PST Eletronica Ltda.	 	BANCO BRADESCO S.A.	 	Working Capital Loan	 	BRL 10,546,982
	PST Eletronica Ltda.	 	Lease (several lenders)	 	Capital Leases	 	BRL 1,905,774
	PST Eletronica Ltda.	 	BNDES ( Government Fund)	 	Incentive Loan	 	BRL 11,292,624
	PST Eletronica Ltda.	 	FINEP (Government Fund)	 	Incentive Loan (Innovation)	 	BRL 13,200,882
	PST Eletronica Ltda.	 	BANCO DO BRASIL S.A.	 	Incentive Loan (Exports)	 	BRL 18,794,760




 




    	 



    	 



    

 


EXHIBIT 1.1(A)


 


FORM OF


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


This Assignment and
Assumption Agreement (the “Assignment and Assumption”) is dated as of the 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, restated, modified or supplemented from time to time, the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth
herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and Conditions set forth in Annex 1 attached hereto and
the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered
pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights
and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit,
guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law,
all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether
known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related
to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant
to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale
and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by the Assignor.


 





	1.	Assignor:	______________________________



 






    	 



    	 



    

 


	2.	Assignee:	______________________________
	 	 	 
	 	 	[if applicable — and is an Affiliate/Approved Fund of [identify Lender]]
	 	 	 
	3.	Borrowers:	Stoneridge, Inc., an Ohio corporation, Stoneridge Electronics, Inc., a Texas corporation, Stoneridge Control Devices, Inc., a Massachusetts corporation, and Stoneridge Electronics AB, a Swedish corporation
	 	 	 
	4.	Administrative Agent:	PNC Bank, National Association, in its capacity as administrative agent under the Credit Agreement
	 	 	 
	5.	Credit Agreement:	The Third Amended and Restated Credit Agreement dated as of September 12, 2014  (as amended, restated, modified or supplemented from time to time) among the Borrowers, the Guarantors party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent, Issuing Lender and Swing Loan Lender
	 	 	 
	6.	Assigned Interest:	 



 


	Facility Assigned	 	Aggregate Amount
    of
 Commitment/Loans

for Lender*	 	 	Amount of

Commitment/Loans

Assigned*	 	 	Percentage Assigned

of

Commitment/Loans

[9 decimals]	 
	Revolving Credit Facility	 	$	 	 	 	$		 	 	 		%



 


	[7.	Trade
Date:	______________]1


 





 



* Amount to be adjusted
by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.


1
To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade
Date.



 




    	 



    	 



    

 


Effective Date: _____________ ___, 20___
[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The terms set forth in this Assignment and Assumption are hereby
agreed to:


 


	 	ASSIGNOR
	 	
	 	[NAME OF ASSIGNOR]
	 	 
	 	By	 
	 	 	 
	 	Name:
	 	 
	 	Title:
	 	 
	 	ASSIGNEE
	 	 
	 	[NAME OF ASSIGNEE]
	 	 
	 	By	 
	 	 	 
		Name:
	 	 
		Title:


 




    	 



    	 



    

 


	Consented to and Accepted:	 
	 	 
	PNC Bank, National Association, as 	 
	Administrative Agent	 
	 	 
	By	 	 
	 	 	 
	Name:	 
	 	 
	Title:	 
	 	 
	[Consented to and]2 Accepted:	 
	 	 
	PNC Bank, National Association, as	 
	Issuing Lender	 
	 	 
	By	 	 
	 	 	 
	Name:	 
	 	 
	Title:	 
	 	 
	[Consented to:]3	 



 





 



2
If consent is required pursuant to Section 11.8.2 of the Credit Agreement.


3
If consent is required pursuant to Section 11.8.2 of the Credit Agreement.




 






    	 



    	 



    

 


	Borrowers	 
	 	 
	Stoneridge, Inc.	 
	 	 
	By	 	 
	 	 	 
	Name:	 
	 	 
	Title:	 
	 	 
	Stoneridge Electronics, Inc.	 
	 	 
	By	 	 
	 	 	 
	Name:	 
	 	 
	Title:	 
	 	 
	Stoneridge Control Devices, Inc.	 
	 	 
	By	 	 
	 	 	 
	Name:	 
	 	 
	Title:	 
	 	 
	Stoneridge Electronics AB	 
	 	 
	By	 	 
	 	 	 
	Name:	 
	 	 
	Title:	 


 




    	 



    	 



    

 


ANNEX 1


 


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 Assumption and to consummate the transactions contemplated hereby
and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other Loan Document or any collateral thereunder, (iii) the financial
condition of each Loan Party, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document
or (iv) the performance or observance by each Loan Party, any of its Subsidiaries or Affiliates or any other Person of any of their
respective obligations under the Credit Agreement or any other Loan Document.


 


1.2. Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt of
such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement and the other Loan Documents 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 a copy of the Credit Agreement, together
with copies of the most recent financial statements delivered pursuant to Sections 8.3.1 [Quarterly Financial Statements] and 8.3.2
[Annual Financial Statements] thereof, as applicable, and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on
the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any
other Lender, and (vi) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (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 Credit Agreement or any other Loan Document, and (ii) it will perform in accordance with their terms all
of the obligations which by the terms of the Credit Agreement or any other Loan Document are required to be performed by it as
a Lender.


 




    	 



    	 



    

 


2. Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.


 


3. General Provisions.
This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors
and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective
as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.


 




    	 



    	 



    

 


EXHIBIT 1.1(G)(1)


 


FORM OF GUARANTOR JOINDER


 


This GUARANTOR JOINDER (the “Joinder”)
is made and entered into as of the ______day of ____________, 20___ by and among _______________, a ________________ (“Subsidiary”),
STONERIDGE, INC., an Ohio corporation, STONERIDGE ELECTRONICS, INC., a Texas corporation, STONERIDGE CONTROL DEVICES,
INC., a Massachusetts corporation, and STONERIDGE ELECTRONICS AB, a Swedish corporation (each individually, a “Borrower”
and, collectively, the “Borrowers”), the undersigned existing GUARANTORS (the “Existing Guarantors”
and together with the Borrowers the “Existing Debtors”) and PNC BANK, NATIONAL ASSOCIATION, as Administrative
Agent (as hereinafter defined). All capitalized terms used and not otherwise defined herein shall have the respective meanings
ascribed thereto in the Credit Agreement (as hereinafter defined).


 


WHEREAS, the Borrowers; the Guarantors
parties thereto from time to time; the Lenders party thereto from time to time and PNC Bank, National Association, as the Administrative
Agent (in such capacity, the “Administrative Agent”), the “Swing Loan” lender and the “Issuing Lender”,
are the parties to that certain Third Amended and Restated Credit Agreement dated as of September 12, 2014 (as amended, supplemented
and replaced from time to time, the “Credit Agreement”), pursuant to which the Lenders have made available to the Borrowers
certain credit facilities;


 


WHEREAS, Subsidiary has been created
or acquired by a Debtor and pursuant to the terms of Sections 8.1.13 and 8.2.9 of the Credit Agreement, Subsidiary is required
to become a Guarantor under the Credit Agreement, the Guaranty Agreement, the Pledge and Security Agreement and the other Loan
Documents; and


 


WHEREAS, in furtherance of the forgoing,
Subsidiary has agreed, among other things, to execute this Joinder and to become a Guarantor under the Credit Agreement.


 


NOW, THEREFORE, for and in consideration
of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:


 


1.          Joinder
to Loan Documents. Subsidiary hereby assumes, and agrees to perform all of the obligations of a Guarantor under the Credit
Agreement, the Guaranty Agreement, the Pledge and Security Agreement and the other Loan Documents, as direct and primary obligations
of Subsidiary, and Subsidiary agrees that it shall comply with and be fully bound by the terms of the Credit Agreement, the Guaranty
Agreement and the other Loan Documents, each as a Guarantor, by the terms of the Pledge and Security Agreement, and any Intellectual
Property Security Agreement, each as a “Grantor,” as if it had been a signatory thereto as of the original date thereof.
Upon acceptance of this Joinder by the Administrative Agent, Subsidiary shall be entitled to all of the benefits of a Guarantor
under the Credit Agreement and the other Loan Documents.


 


2.          Acknowledgement
of Guaranty Obligations. Subsidiary hereby acknowledges that, as Guarantor, Subsidiary has irrevocably and unconditionally
guaranteed to the Guaranteed Creditors (as defined in the Guaranty Agreement), and each of them, the Guaranteed Obligations (as
defined in the Guaranty Agreement).


 




    	 



    	 



    

 


3.          Confirmation
of Security Interest. Subsidiary hereby confirms the grant contained in the Pledge and Security Agreement of a security interest
to the Collateral Agent (as therein defined) of a continuing security interest in and to, and a pledge of, all of the Collateral
and all of such Grantor’s right, title and interest therein, whether now owned or existing or hereafter acquired or arising
and wherever located, together with all Proceeds therefrom to secure the Secured Obligations (as each such term is defined in the
Pledge and Security Agreement).


 


4.          Unconditional
Joinder. Subsidiary acknowledges that Subsidiary’s obligations as a party to this Joinder are unconditional and are not
subject to the execution of one or more Joinders by other subsidiaries of any Borrower or any other party. Subsidiary hereby represents
and warrants to the Administrative Agent and the Lenders that it will derive benefits, directly and indirectly, from the financing
provided under the Credit Agreement, both in its separate capacity and as a member of the integrated group to which it belongs
and because the successful operation of the integrated group is dependent upon the continued successful performance of the functions
of the integrated group as a whole, (i) the terms of the consolidated financing provided under this Joinder are more favorable
than would otherwise would be obtainable by Subsidiary individually, and (ii) the additional administrative and other costs and
reduced flexibility associated with individual financing arrangements which would otherwise be required if obtainable would substantially
reduce the value to Subsidiary of the financing.


 


5.          Reliance.
The Administrative Agent, Collateral Agent and the Lenders shall be entitled to rely on this Joinder as evidence that Subsidiary
has joined as a Guarantor under the Credit Agreement, the Guaranty Agreement, the Pledge and Security Agreement, and the other
Loan Documents and is fully obligated thereunder as a Guarantor.


 


6.          Incorporation
by Reference. All terms and conditions of the Credit Agreement and the other Loan Documents, including, but not limited to,
all representations, warranties, covenants, indemnities, guaranties and other obligations of the Guarantors, waivers and choice
of law provisions thereunder are hereby incorporated by reference in this Joinder as if set forth herein in full.


 


7.          Representations
and Warranties. Subsidiary hereby represents and warrants that all of the representations and warranties contained in the Loan
Documents, except for such representations and warranties that expressly speak as of a prior date are true and correct on and as
of the date hereof as if made on and as of such date (except with respect to Subsidiary, in which case they are correct as of the
date hereof), both before and after giving effect to this Joinder, and that no Event of Default or Potential Default has occurred
and is continuing or exists or would occur or exist after giving effect to this Joinder.


 


8.          Disclosure
Schedule Upon Execution of the Joinder. Attached hereto as Annex I are supplemental disclosure Schedules to the Credit
Agreement, the Guaranty, the Pledge Security Agreement and the other Loan Documents, which supplements include all information
required by the Loan Documents with respect to Subsidiary as a Guarantor thereunder, in each case, as of the date hereof. Upon
the effectiveness of this Joinder, the existing Schedules to the Credit Agreement, the Guaranty Agreement, the Pledge and Security
Agreement and the other Loan Documents shall automatically be deemed updated to include Subsidiary.


 


9.          Governing
Law. This Joinder shall be deemed to be a contract under the Laws of the State of New York without regard to its conflict of
laws principles that would apply a different law.


 




    	 



    	 



    

 


10.         Counterparts.
This Joinder may be executed in the original or by telecopy in any number of counterparts, each of which shall be deemed original
and all of which taken together shall constitute one and the same Joinder.


 


11.         Consent
by Existing Debtors. Each of the Existing Debtors hereby consents to the addition of Subsidiary as a Guarantor and to the execution,
delivery and performance of this Joinder.


 


[Signatures Follow on Next Page]


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Guarantor Joinder as of the date set forth above.


 


	 	SUBSIDIARY:
	 	 
	 	___________________, a ______________
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	EXISTING DEBTORS:
	 	 
	 	STONERIDGE, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	STONERIDGE ELECTRONICS, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	STONERIDGE CONTROL DEVICES, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	STONERIDGE ELECTRONICS AB
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


	 	ADMINISTRATIVE AGENT AND COLLATERAL AGENT:
	 	 
	 	PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


ANNEX I


 


[Attach Supplemental Schedules]


 




    	 



    	 



    

 


EXHIBIT 1.1(G)(2)


 


FORM OF GUARANTY AGREEMENT


 


GUARANTY AGREEMENT


 


WHEREAS, STONERIDGE,
INC., an Ohio corporation, STONERIDGE ELECTRONICS, INC., a Texas corporation, STONERIDGE CONTROL DEVICES, INC., a Massachusetts
corporation, and STONERIDGE ELECTRONICS AB, a Swedish corporation (each individually, a “Borrower” and, collectively,
the “Borrowers”), the GUARANTORS (including the undersigned) party thereto from time to time, PNC BANK, NATIONAL ASSOCIATION,
as the Administrative Agent (in such capacity, the “Administrative Agent”), the “Swing Lender” and the
“Issuing Lender” and certain LENDERS party thereto from time to time, are the parties to that certain Third Amended
and Restated Credit Agreement dated as of September 12, 2014 (as amended, supplemented and replaced from time to time, the “Credit
Agreement”);


 


WHEREAS, pursuant
to the Credit Agreement, inter alia, the Lenders have agreed to advance Loans (as this and other capitalized terms
used herein and not otherwise defined herein are defined in the Credit Agreement) to the Borrowers and issue Letters of Credit;


 


WHEREAS, one
of the Loan Parties owns all of the issued and outstanding capital stock of the undersigned (“Guarantor”);


 


WHEREAS, the
Guarantor will receive substantial benefit from the proceeds of the Loans and the issuance of the Letters of Credit; and


 


WHEREAS, the
Lenders and the Administrative Agent have required that the Guarantor execute this guaranty of payment (this “Guaranty”)
as a condition to the Lenders’ advance of Loans pursuant and subject to the terms and conditions of the Credit Agreement;


 




    	 



    	 



    

 


NOW, THEREFORE,
in order to induce the Lenders and the Administrative Agent to enter into or continue to provide financial accommodations under
the Credit Agreement, and in consideration of the benefits to accrue to the Guarantor by reason thereof, and for other good and
valuable consideration, receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby represents and warrants
to, and covenants and agrees with each Lender, the Issuing Lender, the Administrative Agent, any Lender or Lender Affiliate that
is party to a Lender Provided Interest Rate Hedge, Lender Provided Commodity Hedge, Lender Provided Foreign Currency Hedge and
any provider of Other Lender Provided Financial Service Products (each a “Guaranteed Creditor” and, collectively, the
“Guaranteed Creditors”) as follows:


 


1. Guaranty; Guaranteed
Obligations.


 


(a)          The
Guarantor does hereby irrevocably and unconditionally guarantee to the Guaranteed Creditors, and each of them, (i) the punctual
payment of the full amount, when due (whether by demand, acceleration or otherwise), of the principal and interest on each of the
Loans (including interest accruing thereon after the commencement of any case or proceeding under any federal or state bankruptcy,
insolvency or similar law (a “Proceeding”) whether or not a claim for such interest is allowable in such Proceeding
(“Post-Petition Interest”)), (ii) payment and performance of all other Obligations and other indebtedness of the Borrowers
or any other Loan Party under the Credit Agreement and each of the other Loan Documents, (iii) all obligations arising in connection
with Other Lender Provided Financial Service Products, and (iv) all obligations under Lender Provided Interest Rate Hedges, Lender
Provided Commodity Hedges and Lender Provided Foreign Currency Hedges, whether now or hereafter existing, due or to become due,
direct or contingent, joint, several or independent, secured or unsecured and whether matured or unmatured (including Post-Petition
Interest ) (all of the liabilities included in clauses (i) through (iv) of this Paragraph are hereinafter collectively referred
to as the “Guaranteed Obligations”).


 


(b)          This
is a guaranty of payment and performance and not of collection and is the primary obligation of the Guarantor; and the Guaranteed
Creditors, and each of them, may enforce this Guaranty against the Guarantor without any prior pursuit or enforcement of the Guaranteed
Obligations against the Borrowers, any collateral, any right of set-off or similar right, any other guarantor or other obligor
or any other recourse or remedy in the power of the Guaranteed Creditors or any of them.


 


(c)          All
payments made by the Guarantor under or by virtue of this Guaranty shall be paid to the Administrative Agent, for the benefit of
the Guaranteed Creditors, at 1900 East Ninth Street, Cleveland, Ohio 44114 or such other place as the Administrative Agent may
hereafter designate in writing. The Guarantor hereby agrees to make all payments under or by virtue of this Guaranty to the Administrative
Agent as aforesaid on demand; provided that all of the Guaranteed Obligations shall automatically be due and payable in
full upon the occurrence of an Event of Default of the type described in Section 9.1.13 of the Credit Agreement.


 




    	 



    	 



    

 


2. Waivers.
The Guarantor hereby waives (i) notice of acceptance of this Guaranty, notice of the creation, renewal or accrual of any of the
Guaranteed Obligations and notice of any other liability to which it may apply, and notice of or proof of reliance by the Guaranteed
Creditors upon this Guaranty, (ii) diligence, protest, notice of protest, presentment, demand of payment, notice of dishonor or
nonpayment of any of the Guaranteed Obligations, suit or taking other action or making any demand against, and any other notice
to the Borrowers or any other party liable thereon, (iii) any defense based upon any statute or rule of law to the effect that
the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal, (iv)
any defense based upon any Guaranteed Creditor’s administration or handling of the Guaranteed Obligations, except behavior
which amounts to willful misconduct or bad faith and (v) to the fullest extent permitted by law, any defenses or benefits which
may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict
with terms of this Guaranty.


 


3. Certain Rights
of the Guaranteed Creditors.


 


(a)          So
far as the Guarantor is concerned, any Guaranteed Creditor may, at any time and from time to time, without the consent of, or notice
to, the Guarantor, and without impairing or releasing any of the Guaranteed Obligations hereunder, upon or without any terms or
conditions and in whole or in part:


 


1.          modify
or change the manner, place or terms of, and/or change or extend or accelerate the time of payment of, renew or alter any of the
Guaranteed Obligations, any security therefor or any liability incurred directly or indirectly in respect thereof (including, without
limitation, (A) increase or decrease in the Guaranteed Obligations or the rate of interest on the Guaranteed Obligations and (B)
any amendment of the Guaranteed Obligations to permit any Guaranteed Creditors to extend further or additional accommodations to
the Borrowers in any form, including credit by way of loan, lease, sale or purchase of assets, guarantee, or otherwise, which shall
thereupon be Guaranteed Obligations), and this Guaranty shall apply to the Guaranteed Obligations as so modified, changed, extended,
renewed or altered;


 


2.          request,
accept, sell, exchange, release, subordinate, surrender, realize upon or otherwise deal with, in any manner and in any order, (a)
any other guaranty by whomsoever at any time made of the Guaranteed Obligations or any liabilities (including any of those hereunder)
incurred directly or indirectly in respect thereof or hereof, and/or any offset or right with respect thereto and (b) any property
by whomsoever at any time pledged, mortgaged or otherwise encumbered to secure, or howsoever securing, the Guaranteed Obligations
or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any
offset or right with respect thereto;


 




    	 



    	 



    

 


3.          exercise
or refrain from exercising any rights against the Borrowers or against any collateral or others (including, without limitation,
any other guarantor) or otherwise act or refrain from acting;


 


4.          settle
or compromise any of the Guaranteed Obligations, and security therefor or any liability (including any of those hereunder) incurred
directly or indirectly in respect thereof or hereof, and subordinate the payment of all or any part thereof to the payment of any
liability (whether due or not) of the Borrowers to creditors of the Borrowers other than the Guaranteed Creditors;


 


5.          apply
in the manner whatsoever any sums by whomsoever paid or howsoever realized to any of the Guaranteed Obligations, regardless of
what liability or liabilities of the Borrowers remain unpaid; and


 


6.          amend
or otherwise modify, consent to or waive any breach of, or any act, omission or default or Event of Default under the Credit Agreement,
the Notes, any other Loan Document or any agreements, instruments or documents referred to therein or executed and delivered pursuant
thereto or in connection therewith.


 


(b)          Without
limiting the generality of paragraph (a), above, the Guarantor consents that the Guaranteed Creditors may, and authorizes the Guaranteed
Creditors at any time in their discretion without notice demand and without affecting the indebtedness and liabilities of the Guarantor
hereunder, to: (i) accept new or additional documents, instruments, or agreements relative to the Guaranteed Obligations, (ii)
consent to the change, restructure or termination of the individual, partnership, or company structure or existence of the Borrowers,
the Guarantor, any other obligor or any Affiliate of the Borrowers or the Guarantor and correspondingly restructure the Guaranteed
Obligations, (iii) accept partial payments on the Guaranteed Obligations, (iv) amend, alter, exchange, substitute, transfer, enforce,
perfect or fail to perfect, waive, subordinate, terminate, or release any collateral or other guaranties and (iv) assign the Guaranteed
Obligations or any rights related thereto in whole or in part.


 




    	 



    	 



    

 


3. Obligations Absolute.
This Guaranty and the obligations of the Guarantor hereunder shall be valid and enforceable and shall not be subject to limitation,
impairment or discharge for any reason (other than the and indefeasible payment in full of all Guaranteed Obligations to the Guaranteed
Creditors and termination of all commitments and other financing arrangements between the Borrowers and the Guaranteed Creditors),
including, without limitation, the occurrence of any of the following, whether or not the Guarantor shall have had notice or knowledge
of any of them: (i) any failure to assert or enforce or agreement 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 of any right, power or remedy with
respect to the Guaranteed Obligations or any agreement relating thereto or with respect to any other guaranty thereof or security
therefor, (ii) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including,
without limitation, provisions relating to Events of Default) of the Credit Agreement, the Notes, any other Loan Document or any
other agreement at any time executed in connection therewith, (iii) the Guaranteed Obligations or any portion thereof at any time
being found to be illegal, invalid or unenforceable in any respect, (iv) the application of payments received from any source to
the payment of indebtedness other than the Guaranteed Obligations, even though the Guaranteed Creditors might have elected to apply
such payment to the payment of all or any part of the Guaranteed Obligations, (v) any failure to perfect or continue perfection
of a security interest in any collateral which secures any of the Guaranteed Obligations, (vi) any defenses, set-offs or counterclaims
which the Borrowers may allege or assert against the Guaranteed Creditors or any of them in respect of the Guaranteed Obligations,
(vii) the avoidance or voidability of the Guaranteed Obligations under the Federal Bankruptcy Code or other applicable laws and
(viii) any other act or thing or omission which may or might in any manner or to any extent vary the risk of the Guarantor as an
obligor in respect of the Guaranteed Obligations.


 


4. Representations
and Warranties. The Guarantor hereby represents and warrants to the Guaranteed Creditors that the Guarantor has, independently
and without reliance upon the Guaranteed Creditors and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Guaranty, and the Guarantor has established adequate means of obtaining
from any other obligors on a continuing basis information pertaining to, and is now and on a continuing basis will be completely
familiar with, the financial condition, operations, properties and prospects of such other obligors.


 


5. Subrogation.


 


(a)          Any
and all rights and claims of the Guarantor against any Borrower or any of its property arising by reason of any payment by the
Guarantor to the Guaranteed Creditors or any of them pursuant to the provisions of this Guaranty, shall be subordinate and subject
in right of payment to the prior and indefeasible payment in full of all Guaranteed Obligations to the Guaranteed Creditors, and
until such time the Guarantor shall have no right of subrogation, contribution, reimbursement or similar right and hereby waives
any right to enforce any remedy the Guaranteed Creditors or the Guarantor may now or hereafter have against the Borrowers, any
endorser of any other guarantor of all or any part of the Guaranteed Obligations of the Borrowers and any right to participate
in, or benefit from, any security given to the Guaranteed Creditors to secure any Guaranteed Obligations. Any promissory note evidencing
such liability of any Borrower to the Guarantor shall be non-negotiable and shall expressly state that it is subordinated pursuant
to this Guaranty.


 




    	 



    	 



    

 


(b)          All
Liens of the Guarantor, if any, whether now or hereafter arising and however existing, in any assets of any Borrower or any assets
securing Guaranteed Obligations shall be and hereby are subordinated to the rights and interests of the Guaranteed Creditors in
those assets until the prior and indefeasible payment in full of all Guaranteed Obligations to the Guaranteed Creditors and termination
of all commitments and other financing arrangements between the Borrowers and the Guaranteed Creditors; provided that the
provisions of this sentence shall not be construed as a waiver or modification of the provisions of the Credit Agreement restricting
the Borrowers’ right to grant or permit Liens on its property.


 


6. Borrowers and
Other Guarantor Information. The Guarantor acknowledges that the Guarantor is relying upon the Guarantor’s own knowledge
and is fully informed with respect to the Borrowers’ financial condition. The Guarantor assumes full responsibility for keeping
fully informed of the financial condition of the Borrowers and all other circumstances affecting the Borrowers’ ability to
perform its obligations to the Guaranteed Creditors, and agrees that the Guaranteed Creditors will have no duty to report to the
Guarantor any information that the Guaranteed Creditors or any of them receive about the Borrowers’ financial condition or
any circumstances bearing on the Borrowers’ ability to perform all or any portion of the Guaranteed Obligations, regardless
of whether any Guaranteed Creditor has reason to believe that any such facts materially increase the risk beyond that which the
Guarantor intends to assume or has reason to believe that such facts are unknown to the Guarantor or has a reasonable opportunity
to communicate such facts to the Guarantor.


 


7. Losses and Expenses.
The Guarantor hereby agrees to defend, indemnify and hold harmless each Guaranteed Creditor from and against any losses, costs
or expenses (including, without limitation, reasonable attorneys’ fees and litigation costs) incurred by such Guaranteed
Creditor in connection with any Guaranteed Creditor’s collection of any sum due hereunder or its enforcement of its and the
other Guaranteed Creditors’ rights hereunder.


 


8. Taxes.


 


Guarantor hereby agrees
to be bound by the provisions of Section 5.9 [Taxes] of the Credit Agreement and shall make all payments free and clear of Taxes
as provided therein.


 




    	 



    	 



    

 


9. Notices.


 


All notices or consents
required or permitted hereunder shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified
or registered mail or sent by telecopy, as follows:


 


	If to the Guarantor:	 	 
	 	Name:	 
	 	Address:	 
	 	 	 
	 	Attention:	 
	 	 	 
	 	Telephone:  	(____)	 -
	 	Telecopy:  	(____)	 -
	 	 	 
	 	[Repeat for each Guarantor]


 


	If to a Guaranteed Creditor:	ADMINISTRATIVE AGENT
	 	 
	 	PNC Bank, National Association
	 	 
	 	Address:  1900 East Ninth Street
	 	 
	 	Cleveland, Ohio  44114
	 	 	 
	 	Attention:	 
	 	 	 
	 	Telephone:  	(____)	 -
	 	Telecopy:  	(____) 	-
	 	 	 
	 	With a Copy To:
	 	 
	 	Agency Services, PNC Bank, National Association
	 	Mail Stop: P7-PFSC-04-I
	 	Address: 500 First Avenue
	 	Pittsburgh, PA 15219
	 	Attention:	Agency Services
	 	Telephone:  	(412) 768-0423
	 	Telecopy:	(412) 762-8672


 




    	 



    	 



    

 


or to such other respective address as
any party hereto may designate under Section 11.5 of the Credit Agreement by similar notice. All notices and other communications
given to any party hereto in accordance with the provisions of this Agreement will be deemed to have been given on the date of
receipt.


 


10. No Waiver by
the Guaranteed Creditors. No delay on the part of the Guaranteed Creditors in exercising any of their options, powers or rights,
and no partial or single exercise thereof, whether arising hereunder, under the Credit Agreement, the Notes, the other Loan Documents
or otherwise, shall constitute a waiver thereof or affect any right hereunder. No waiver of any such rights and no modification,
amendment or discharge of this Guaranty shall be deemed to be made by any Guaranteed Creditor or shall be effective unless the
same shall be in writing signed by such Guaranteed Creditor, and then such waiver shall apply only with respect to the specific
instance involved and shall in no way impair the rights of any other Guaranteed Creditor or of such Guaranteed Creditor or the
obligations of the Guarantor to such Guaranteed Creditor in any other respect at any other time.


 


11. Payments Final.
Whenever the Guaranteed Creditors shall credit any payment to the Guaranteed Obligations or any part thereof, whatever the source
or form of payment, the credit shall be conditional as to the Guarantor unless and until the payment shall be final and valid and
indefeasible as to all the world. Without limiting the generality of the foregoing, the Guarantor agrees that if any check or other
instrument so applied shall be dishonored by the drawer or any party thereto, or if any payment by the Guarantor or any proceeds
of collateral so applied shall thereafter be recovered by any trustee in bankruptcy or anyone else, each Guaranteed Creditor in
each case may reverse any entry relating thereto in its books, and the Guarantor shall remain liable therefor even if such Guaranteed
Creditor may no longer have in its possession any evidence of the Guaranteed Obligations to which the payment in question was applied.


 


12. Governing Law;
Service; No Set-off. This Guaranty and the respective rights and obligations of the Guaranteed Creditors and the Guarantor
hereunder shall be construed and enforced in accordance with the laws of the State of New York applicable
to contracts made and to be performed wholly within such state. The Guarantor irrevocably consents that service of notice, summons
or other process in any action or suit in any court of record to enforce this Guaranty may be made upon the Guarantor by mailing
a copy of the summons to the Guarantor by certified or registered mail, at the address specified above. The Guarantor hereby waives
the right to interpose counterclaims or set-offs of any kind and description in any such action or suit arising hereunder or in
connection herewith.


 




    	 



    	 



    

 


13. Successors and
Assigns. This Guaranty shall be binding upon the Guarantor and its successors and assigns, and shall inure to the benefit of
the Guaranteed Creditors and their respective successors and assigns. Without limiting the generality of the foregoing, each Guaranteed
Creditor may assign its rights under this Guaranty in whole or in part and upon any such assignment, all the terms and provisions
of this Guaranty shall inure to the benefit of such assignee to the extent so assigned. The terms used to designate any of the
parties herein shall be deemed to include the successors and assigns of such parties and the term “Lender” shall include,
in addition to such Lender, any lawful owner, holder or pledgee of a Note or other Obligations or any of them.


 


14. Final Agreement.
This Guaranty, the Credit Agreement and the other Loan Documents represent the final agreement among the parties and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements. There are no unwritten oral agreements between
the parties. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged
into this Guaranty, the Credit Agreement and the other Loan Documents. Guarantor acknowledges that it has received copies of the
Notes and all other Loan Documents.


 


15. Severability;
Limitations.


 


(a)          If
this Guaranty by the Guarantor is held or determined to be void, invalid or unenforceable, in whole or in part, such holding or
determination shall not impair or affect the validity and enforceability of any clause or provision not so held to be void, invalid
or unenforceable. If this Guaranty as to the Guarantor would be held or determined by a court or tribunal having competent jurisdiction
to be void, invalid or unenforceable on account of the amount of its aggregate liability under this Guaranty, then, notwithstanding
any other provision of this Guaranty to the contrary, the aggregate amount of the liability of the Guarantor under this Guaranty
shall, without any further action by the Guarantor, the Guaranteed Creditors or any other person, be automatically limited and
reduced to an amount which is valid and enforceable.


 


(b)          Without
limiting the generality of paragraph (a), above, the Guarantor, and by acceptance hereof, the Guaranteed Creditors, hereby confirm
that it is the intention of all such parties that this Guaranty not constitute a fraudulent transfer or conveyance under the federal
Bankruptcy Code, the Uniform Fraudulent Conveyances Act, the Uniform Fraudulent Transfer Act or similar state statute applicable
to this Guaranty. Therefore, such parties agree that the Guaranteed Obligations shall be limited to maximum amount as will, after
giving effect to such maximum amount and other contingent and fixed liabilities of the Guarantor that are relevant under such laws,
and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other
obligor, result in the Guaranteed Obligations not constituting a fraudulent transfer or conveyance.


 




    	 



    	 



    

 


16. Separate Indemnity.
As a separate, additional and continuing obligation, the Guarantor unconditionally and irrevocably undertakes and agrees, for the
benefit of the Guaranteed Creditors, that, should any amounts not be recoverable from the Guarantor under the above provisions
of this Guaranty for any reason whatsoever (including, without limitation, by reason of any provision of the Credit Agreement or
any other Loan Documents being or becoming void, unenforceable, or otherwise invalid under any applicable law) then, notwithstanding
any notice or knowledge thereof by the Guaranteed Creditors, any of their Affiliates, or any other person, at any time, the Guarantor
as sole, original and independent obligor, upon demand by the Administrative Agent or any other the Guaranteed Creditors, will
make payment to the Guaranteed Creditors of all such obligations not so recoverable by way of full indemnity, in such currency
and otherwise in such manner as is provided in the Credit Agreement or any other Loan Document.


 


17. Service.
The Guarantor irrevocably consents to service of process in the manner provided for notices in Section 9, above. Nothing in any
Loan Document will affect the right of any Guaranteed Creditor to serve process in any other manner permitted by law.


 


[No further provisions are on this page;
the next page is the signature page.]


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the Guarantor has caused this Guaranty to be duly executed as fully written above as of this __ day of _________, ______.


 


	 	[                         ]
	 	 	 
	 	By	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




    	 



    	 



    

 


EXHIBIT 1.1(I)(2)


 


FORM OF INTERCOMPANY 


SUBORDINATION AGREEMENT


 


THIS INTERCOMPANY SUBORDINATION AGREEMENT
(as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of September
12, 2014, is made by each of the undersigned, to the extent a borrower from time to time from any other entity listed on the signature
page hereto (each, in such capacity, a “Payor”).


 


This agreement is an “Intercompany
Subordination Agreement” (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance
with the provisions hereof, this “Agreement”) as defined in the Third Amended and Restated Credit Agreement dated as
of September 12, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”) among Stoneridge, Inc., an Ohio corporation, Stoneridge Electronics, Inc., a Texas corporation, Stoneridge Control
Devices, Inc., a Massachusetts corporation, and Stoneridge Electronics AB, a Swedish corporation (each individually, a “Borrower”
and, collectively, the “Borrowers”), the Guarantors party thereto from time to time, the Lenders party thereto from
time to time and PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”)
and is subject to the terms thereof. Terms used but not defined herein have the meanings attributed to them in the Credit Agreement.


 


Anything in this Agreement to the contrary
notwithstanding, any indebtedness owing from time to time in respect of all loans or advances (including, without limitation, pursuant
to guarantees therefor or security therefor) which are owed by any Payor that is a Loan Party to any other entity party to this
Agreement (each, in such capacity, a “Payee”) (the “Subordinated Intercompany Obligations”) shall be subordinate
and junior in right of payment, to the extent and in the manner hereinafter set forth, to all Obligations of such Payor, including,
without limitation, where applicable, under such Payor’s guarantee of the Obligations under the Credit Agreement (such Obligations
and other indebtedness and obligations in connection with any renewal, refunding, restructuring or refinancing thereof, including
interest thereon accruing after the commencement of any proceedings referred to in clause (i) below, whether or not such interest
is an allowed claim in such proceeding, being hereinafter collectively referred to as “Senior Indebtedness”):


 


(i)          In
the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings
in connection therewith, relative to any Payor or to its creditors, as such, or to its property, and in the event of any proceedings
for voluntary liquidation, dissolution or other winding up of such Payor, whether or not involving insolvency or bankruptcy, then
(x) the holders of Senior Indebtedness shall be paid in full in cash in respect of all amounts constituting Senior Indebtedness
before any Payee is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of this
Agreement and (y) until the holders of Senior Indebtedness are paid in full in cash in respect of all amounts constituting Senior
Indebtedness, any payment or distribution to which such Payee would otherwise be entitled (other than debt securities of such Payor
that are subordinated, to at least the same extent as the Subordinated Intercompany Obligations, to the payment of all Senior Indebtedness
then outstanding (such securities being hereinafter referred to as “Restructured Debt Securities”)) shall be made to
the holders of Senior Indebtedness;


 




    	 



    	 



    

 


(ii)         if
any default occurs and is continuing with respect to any Senior Indebtedness (including any Event of Default under the Credit Agreement),
then no payment or distribution of any kind or character shall be made by or on behalf of the Payor or any other Person on its
behalf with respect to the Subordinated Intercompany Obligations; and


 


(iii)        if
any payment or distribution of any character, whether in cash, securities or other property (other than Restructured Debt Securities),
in respect of the Subordinated Intercompany Obligations shall (despite these subordination provisions) be received by any Payee
in violation of clause (i) or (ii) before all Senior Indebtedness shall have been paid in full in cash, such payment or distribution
shall be held in trust (other than in relation to Stoneridge Sweden) for the benefit of, and shall be paid over or delivered to,
the holders of Senior Indebtedness (or their representatives), ratably according to the respective aggregate amounts remaining
unpaid thereon, to the extent necessary to pay all Senior Indebtedness in full in cash. In relation to Stoneridge Sweden, any such
payment or distribution shall be held by Stoneridge Sweden as agent for, and shall be (i) held on a separate account in its own
name in accordance with the Swedish Funds Accounting Act (Sw. lag (1944:181) om redovisningsmedel) and (ii) paid over or
delivered to, the holders of Senior Indebtedness (or their representatives), ratably according to the respective aggregate amounts
remaining unpaid thereon, to the extent necessary to pay all Senior Indebtedness in full in cash.


 


Each Payee hereby acknowledges and agrees
that the Administrative Agent may exercise all rights provided in the Credit Agreement and the other Loan Documents with respect
to this Agreement. To the fullest extent permitted by law, no present or future holder of Senior Indebtedness shall be prejudiced
in its right to enforce the subordination of this Agreement by any act or failure to act on the part of any Payor or by any act
or failure to act on the part of such holder or any trustee or agent for such holder. Each Payee and each Payor hereby agree that
the subordination of the Subordinated Intercompany Obligations is for the benefit of the Administrative Agent and the Lenders and
the Administrative Agent and the Lenders are obligees under this Agreement to the same extent as if their names were written herein
as such and the Administrative Agent may, on behalf of the itself and the Lenders, proceed to enforce the subordination provisions
herein.


 


The Subordinated Intercompany Obligations
owed by any Payor that is not a Borrower or a Guarantor shall not be subordinated to, and shall rank pari passu in right
of payment with, any other obligation of such Payor.


 


Nothing contained in this Agreement is
intended to or will impair, as between each Payor and each Payee, the obligations of such Payor, which are absolute and unconditional,
to pay to such Payee the principal of and interest on the Subordinated Intercompany Obligations as and when due and payable in
accordance with its terms, or is intended to or will affect the relative rights of such Payee and other creditors of such Payor
other than the holders of Senior Indebtedness.


 




    	 



    	 



    

 


Each Payee shall cause each instrument
that now or hereafter evidences all or a portion of the Subordinated Intercompany Obligations to be conspicuously marked as follows:


 


“This instrument is subject
to the terms of an Intercompany Subordination Agreement, dated as of September 12, 2014, in favor of PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent for the Lenders referred to therein, which Intercompany Subordination Agreement is incorporated herein
by reference. Notwithstanding any contrary statement contained in the within instrument, no payment on account of the principal
thereof or interest thereon shall become due or payable except in accordance with the express terms of said Intercompany Subordination
Agreement.”


 


Each Payee will further mark its books
of account in such a manner as shall be effective to give proper notice to the effect of this Agreement.


 


Notwithstanding any other provision of
this Agreement, it is understood and agreed that the obligations of the Foreign Loan Parties are subject to the limitations set
forth in Section 5.1.2 [Bifurcation] of the Credit Agreement.


 


No amendment, modification, supplement,
termination or waiver of or to any provision hereof, nor consent to any departure by any Payor or Payee therefrom, shall be effective
unless the same shall be consented to in writing by the Administrative Agent and made in accordance with the terms of the Credit
Agreement. Section 11.11 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof. Any provision
hereof which is invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such invalidity, illegality or unenforceability without invalidating the remaining provisions hereof or affecting the validity,
legality or enforceability of such provision in any other jurisdiction. This Agreement and any amendments, waivers, consents or
supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute
one and the same agreement.


 


THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.


 


[Signatures Follow on Next Page]


 




    	 



    	 



    

 







 


	 	STONERIDGE, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	STONERIDGE ELECTRONICS, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	STONERIDGE CONTROL DEVICES, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	STONERIDGE ELECTRONICS AB
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




    	 



    	 



    

 


	 	[OTHERS]
	 	 	 
	 	By:	 
	 	 	 
	 	Name: 	 
	 	 	 
	 	Title:	 


 




    	 



    	 



    

 


EXHIBIT 1.1(N)(1)


 


FORM OF


REVOLVING CREDIT NOTE


 


	$____________	September 12, 2014


 


FOR VALUE RECEIVED, each of the
undersigned, Stoneridge, Inc., an Ohio corporation, Stoneridge Electronics, Inc., a Texas corporation,
Stoneridge Control Devices, Inc., a Massachusetts corporation, and each other borrower (other than a Foreign Borrower) party thereto
from time to time (collectively, the “Domestic Borrowers” and each, individually, a “Domestic Borrower”),
hereby jointly and severally promises to pay and Stoneridge Electronics AB, a Swedish corporation
(the “Swedish Borrower” and, collectively with the Domestic Borrowers, the “Borrowers”) promises
to pay to the order of _______________________ (the “Lender”), in lawful money of the United States of America
and in immediately available funds, the principal sum of __________________ DOLLARS ($_____________), or, if less, the then
unpaid principal amount of all Revolving Credit Loans (such term and certain other terms used herein without definition shall have
the meanings ascribed thereto in the Credit Agreement referred to below), made by the Lender to the Borrowers pursuant to the Credit
Agreement, on the Expiration Date.


 


Each Domestic Borrower hereby jointly and
severally promises to pay and the Swedish Borrower hereby promises also to pay interest in like currency and funds on the unpaid
principal amount of the Revolving Credit Loans evidenced hereby from the date of advance thereof until paid at the rates and at
the times provided in the Credit Agreement.


 


Notwithstanding that the face amount of
this Note is denominated in Dollars, upon and subject to the terms and conditions of the Credit Agreement, this Note may, from
time to time, also evidence Revolving Credit Loans denominated in Optional Currencies. As more fully provided in Section 5.1.1
of the Credit Agreement, all payments of principal and interest made in respect of the Revolving Credit Loans must be repaid in
the same currency (whether Dollars or the applicable Optional Currency) in which such Revolving Credit Loan was made.


 


This Note is issued pursuant to the Third
Amended and Restated Credit Agreement dated as of September 12, 2014, by and among the Borrowers, the Guarantors party thereto
from time to time, the lending institutions from time to time party thereto (including the Lender) and PNC Bank, National Association,
as Administrative Agent (as from time to time in effect, the “Credit Agreement”), and is entitled to the benefits thereof
and of the other Loan Documents. This Note is subject to voluntary and mandatory prepayment prior to the Expiration Date, in whole
or in part, as provided in the Credit Agreement.


 


In case an Event of Default shall occur
and be continuing, the principal of and accrued interest on this Note may become or be declared to be due and payable in full in
the manner and with the effect provided in the Credit Agreement.


 


Each Borrower hereby waives presentment,
demand, protest or notice of any kind in connection with this Note. No failure to exercise, or delay in exercising, any rights
hereunder on the part of the holder hereof shall operate as a waiver of any such rights.


 




    	 



    	 



    

 


Notwithstanding
anything to the contrary contained in this Note, the obligations and liabilities of the Swedish Borrower shall at all times be
subject to the limitations set forth in the Credit Agreement, including, without limitation Section 2.1.3 [Certain Limitations],
Section 5.1.2 [Bifurcation] and Section 11.13 [Obligations of Domestic Loan Parties]
thereof.


 


THIS
NOTE SHALL BE governed by, and construed in accordance with, the law of the State of NEW YORK without regard to its conflict of
laws principles.


 


THE
UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS NOTE, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


[This
Note amends and restates that certain Revolving Credit Note, dated October 31, 2012, in the original principal amount of $____________
payable to the order of the LENDER (the "Existing Note"). However, without duplication, this Note shall in no way extinguish,
cancel or satisfy the Borrowers’ unconditional obligation to repay all indebtedness evidenced by the Existing Note or constitute
a novation of the Existing Note. Nothing herein is intended to extinguish, cancel or impair the lien priority or effect of any
security agreement, pledge agreement or guaranty with respect to the Borrowers’ obligations hereunder and under any other
document relating hereto (except in each case as expressly modified in accordance with the Credit Agreement and the other Loan
Documents amended in connection therewith). Payment in full and satisfaction of all obligations under this Note shall also be deemed
to be payment in full and satisfaction of the Existing Note.]


 


	 	STONERIDGE, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




    	 



    	 



    

 


	 	STONERIDGE ELECTRONICS, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	STONERIDGE CONTROL DEVICES, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	STONERIDGE ELECTRONICS AB
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




    	 



    	 



    

 


EXHIBIT 1.1(N)(2)


 


FORM OF


SWING LOAN NOTE


 


	$20,000,000	September 12, 2014


 


FOR VALUE RECEIVED, each of the
undersigned STONERIDGE, INC., an Ohio corporation, STONERIDGE ELECTRONICS, INC., a Texas corporation, and STONERIDGE
CONTROL DEVICES, INC., a Massachusetts corporation, (each individually, a “Borrower” and, collectively, the “Borrowers”),
hereby jointly and severally promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Lender”),
in lawful money of the United States of America and in immediately available funds, the principal sum of TWENTY MILLION DOLLARS
($20,000,000), or, if less, the then unpaid principal amount of all Swing Loans (such term and certain other terms used herein
without definition shall have the meanings ascribed thereto in the Credit Agreement referred to below), made by the Lender to the
Borrowers pursuant to the Credit Agreement, on the Expiration Date.


 


Each Borrower jointly and severally promises
also to pay interest in like currency and funds on the unpaid principal amount of the Swing Loans evidenced hereby from the date
of advance thereof until paid at the rates and at the times provided in the Credit Agreement.


 


This Note is issued pursuant to the Third
Amended and Restated Credit Agreement dated as of September 12, 2014, by and among the Borrowers, the Guarantors party thereto
from time to time, the lending institutions from time to time party thereto (including the Lender) and PNC Bank, National Association,
as Administrative Agent (as from time to time in effect, the “Credit Agreement”), and is entitled to the benefits thereof
and of the other Loan Documents. This Note is subject to voluntary and mandatory prepayment prior to the Expiration Date, in whole
or in part, as provided in the Credit Agreement.


 


In case an Event of Default shall occur
and be continuing, the principal of and accrued interest on this Note may become or be declared to be due and payable in full in
the manner and with the effect provided in the Credit Agreement.


 


Each Borrower hereby waives presentment,
demand, protest or notice of any kind in connection with this Note. No failure to exercise, or delay in exercising, any rights
hereunder on the part of the holder hereof shall operate as a waiver of any such rights.


 


THIS
NOTE SHALL BE governed by, and construed in accordance with, the law of the State of NEW YORK without regard to its conflict of
laws principles.


 


THE
UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS NOTE, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 




    	 



    	 



    

 


	 	STONERIDGE, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	STONERIDGE ELECTRONICS, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	STONERIDGE CONTROL DEVICES, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




    	 



    	 



    




 


EXHIBIT 1.1(P)(1)


 


PATENT SECURITY AGREEMENT


 


This AMENDED AND RESTATED
PATENT SECURITY AGREEMENT (this “Agreement”) is made as of September 12, 2014, by Stoneridge,
Inc., an Ohio corporation, Stoneridge Electronics, Inc., a Texas corporation,
Stoneridge Control Devices, Inc., a Massachusetts corporation, and the other Persons
listed on the signature pages hereof (collectively, the “Grantors”) in favor of PNC BANK, NATIONAL ASSOCIATION,
a national banking association, having an office at 1900 East Ninth Street, Cleveland, Ohio 44114 (“PNC”),
as Agent (as hereinafter defined).


 


RECITALS


 


A.           The
Grantors are the owners of certain Patent Collateral (as defined below).


 


B.           The
Grantors, as Loan Parties, have entered into (i) that certain Third Amended and Restated Credit Agreement dated as of September
12, 2014 (as from time to time amended, modified or supplemented, the “Credit Agreement”), among the Grantors
and each other borrower or guarantor party thereto from time to time, various financial institutions party thereto as the Lenders,
and PNC, as Issuing Lender, administrative agent and collateral agent (the “Agent”) and (ii) that certain Pledge
and Security Agreement, dated as of September 12, 2014 (as from time to time amended, modified or supplemented, the “Security
Agreement”), by the Grantors in favor of the Agent. Pursuant to the Credit Agreement, the Lenders and the Issuing Lender
will make certain advances and other financial accommodations available to the Grantors and the other Loan Parties.


 


C.           Capitalized
terms used herein but not otherwise defined have the meanings attributed to them in the Credit Agreement or Security Agreement,
as appropriate. Terms not otherwise defined herein or in the Credit Agreement but defined in the Article 9 of the New York Uniform
Commercial Code (the “UCC”) are used herein as defined therein.


 


D.           The
Grantors have agreed to grant to the Agent, for the benefit of itself, the Lenders, the Issuing Lender and certain other creditors
(the “Secured Creditors”), a security interest in all of their right, title and interest in and to the Patent
Collateral as collateral security for the Obligations.


 


NOW, THEREFORE, in
consideration of the foregoing and other good and valuable consideration, each Grantor hereby:


 




    	 



    	 



    

 


1.            Grants
to the Agent for the benefit of the Secured Creditors, as security for the Obligations, a security interest in and to the following
(except to the extent forbidden by, and, in any case subject to any restrictions on assignment, pledge or the granting of liens
thereon), whether now owned, or hereafter acquired by such Grantor, and whether now or hereafter existing (the “Patent
Collateral”): (i) all United States and foreign utility and design patents, together with any extensions, reexaminations
and reissues of such patents, patents of addition, patent applications, divisions, continuations, continuations-in-part, and all
subsequent filings in any country or jurisdiction claiming priority therefrom (the “Patents”), including, without
limitation, the patents and patent applications listed in Exhibit A; (ii) all inventions, improvements and designs
described and claimed in any Patent and the right to make, use, sell and advertise for sale the same; (iii) the right to sue
or otherwise recover for any and all past, present and future infringement, misappropriation, or improper, unlawful or unfair use
of any of the Patents, and all damages and payments therefor; and (iv) the rights of such Grantor under all commitments, understandings,
instruments, leases, pledges, mortgages, indentures, notes, licenses, agreements, purchase or sale orders, contracts, promises
and similar arrangements evidencing or creating any obligation, whether written or oral, related to any of the Patents, including
any royalties and income.


 


2.            Authorizes
and requests the Commissioner of Patents and Trademarks of the United States of America and the empowered officials of all other
governments to note in the record the existence of the security interest granted hereunder with respect to each of the Patents
listed in Exhibit A and, subject to any restrictions on assignment and the granting of liens thereon, to all Patents acquired
by such Grantor after the date hereof.


 


3.            Represents
and warrants as follows:


 


(a)          Set
forth in Exhibit A is a complete and accurate list of all of each Grantor’s Patents and Patent applications in existence
as of the date hereof.


 


(b)          Each
Grantor owns all Patent Collateral material to and necessary for the operation of such Grantor’s business (“Material
Patents”) identified as owned by it, and has the legal and valid right to use, and to grant security interests with respect
to, all of its Material Patents, including Material Patents owned by any third party.


 


(c)          All
Patents are free from any Lien except for Permitted Liens and free of any restrictions which could reasonably be expected to cause
a Material Adverse Change.


 


(d)          No
Grantor has, as of the date hereof, granted any license, release, covenant not to sue, or non-assertion assurance to any Person
with respect to any of the Material Patents.


 


(e)          All of the issued Material
Patents among the Patents are currently in compliance, in all material respects, with formal legal requirements (including payment
of filing, examination, and maintenance fees) and are valid and enforceable.


 


(f)          No
Material Patent has been or is now involved in any interference, reissue, reexamination, opposition or cancellation proceeding;
and, to each Grantor’s best knowledge, none of the Material Patents is infringed or has been challenged or threatened in
any way.


 




    	 



    	 



    

 


(g)          No
consent of any Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority
or regulatory body or other Person is required (i) for the grant by any Grantor of the security interest granted hereby, for
the pledge by such Grantor of the Material Patents pursuant hereto, or for the execution, delivery or performance of this Agreement
by such Grantor, (ii) for the perfection or maintenance of the pledge and security interest created hereby (including the
first and only priority nature of such pledge and security interest), except for the filing of financing and continuation statements
under the UCC, and the filing and recording of this Agreement in the United States Patent and Trademark Office against each United
States Patent and Patent application among the Material Patents, or (iii) for the exercise by the Agent of its rights provided
for in this Agreement or the remedies in respect of the Material Patents pursuant to this Agreement other than the filing of assignments
in the United States Patent and Trademark Office against each United States Patent and Patent application.


 


4.            Covenants
as follows:


 


(a)          Each
Grantor agrees that from time to time, at the expense of such Grantor, such Grantor shall promptly execute and deliver all further
instruments and documents, and take all further action, that the Agent reasonably believes may be necessary or desirable, in order
to perfect and protect any pledge or security interest granted or purported to be granted hereby or to enable the Agent to exercise
and enforce its rights and remedies hereunder with respect to any Material Patents.


 


(b)          Each
Grantor hereby authorizes the Agent to file one or more financing or continuation statements, and amendments thereto, relating
to all or any part of the Patent Collateral without the signature of such Grantor where permitted by law. A photocopy or other
reproduction of this Agreement or any financing statement covering the Patent Collateral or any part thereof will be sufficient
as a financing statement where permitted by law.


 


(c)          Each
Grantor will furnish to the Agent from time to time statements and schedules further identifying and describing the Patent Collateral
and such other reports in connection with the Patent Collateral as the Agent may reasonably request, all in reasonable detail.


 


(d)          Each
Grantor agrees that, should it obtain an ownership interest in any new Patent Collateral, including any Patent, Patent application,
or patentable invention, which is not now scheduled on Exhibit A as a part of the Patent Collateral, any such Patent, Patent
application, or patentable invention, will automatically become part of the Patent Collateral. Each Grantor further agrees that
it shall deliver to the Agent a written report, in reasonable detail, upon the Agent’s request, setting forth each new Patent
or Patent application that such Grantor has filed, acquired, created or otherwise obtained since the previous report. Each Grantor
authorizes the Agent to modify this Agreement by amending Exhibit A hereto (and shall cooperate with the Agent in effecting
any such amendment) to include any Patent or Patent application which becomes part of the Patent Collateral.


 




    	 



    	 



    

 


(e)          With
respect to each Material Patent or Material Patent application set forth in Exhibit A hereto, each Grantor agrees to take
all necessary or desirable steps based upon such Grantor’s reasonable business judgment, including, without limitation, in
the United States Patent and Trademark Office or in any court, to (i) maintain each such Material Patent, and (ii) pursue
each such Material Patent application, now or hereafter included in the Material Patents, including the filing of responses to
office actions issued by the United States Patent and Trademark Office, the filing of affidavits under Sections 8 and 15 of the
United States Trademark Act, the filing of divisional, continuation, continuation in part and substitute applications, the filing
of applications for reissue, renewal or extensions, the payment of maintenance fees, and the participation in interference, reexamination,
opposition, cancellation, infringement and misappropriation proceedings. Each Grantor agrees to take corresponding steps with respect
to each new or acquired Material Patent to which it now or later become entitled. Any and all expenses incurred in connection with
such activities will be borne by such Grantor. No Grantor shall discontinue use of or otherwise abandon any Patent or Patent application
now or hereafter included in the Patent Collateral except in the exercise of such Grantor’s reasonable business judgment.


 


(f)          Each
Grantor agrees to notify the Agent promptly and in writing if it learns (i) that any Material Patent has been determined to
have become abandoned, or dedicated to the public, (ii) of the institution of any proceeding (including, without limitation,
the institution of any proceeding in the United States Patent and Trademark Office or any court) regarding any Material Patent,
or (iii) of any adverse determination with respect to the validity or enforceability of any Material Patent.


 


(g)          In
the event that any Grantor makes a determination that any Material Patent has been infringed or misappropriated by a third party,
such Grantor shall promptly notify the Agent and will take such actions as such Grantor in its reasonable business judgment deems
appropriate under the circumstances to protect such Material Patent, including, if so determined in the reasonable business judgment
of the Grantor, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation.
Any expense in connection with such activities will be borne by such Grantor.


 


(h)          Each
Grantor shall take all steps which it deems appropriate under the circumstances to preserve and protect all Material Patents.


 


(i)          No Grantor shall (i) sell,
assign (by operation of law or otherwise) or otherwise dispose of or grant any option with respect to any Patent Collateral except
to an affiliate with prompt written notice thereof to the Agent or as otherwise permitted by the Loan Documents, or (ii) create
or suffer to exist any lien upon or with respect to any Patent Collateral except for the pledge and security interest created by
this Agreement or otherwise permitted by the Loan Documents.


 


5.             This
Agreement amends and restates in its entirety the Amended and Restated Patent Security Agreement, dated as of December 1, 2011,
which amended and restated in its entirety the Patent Security Agreement, dated as of October 4, 2010, among the Grantors and the
Agent. All references to the “Patent Security Agreement” or words of like import in any document, instrument or agreement
executed and delivered in connection with the Credit Agreement (as defined therein), to the extent not amended, superceded or restated
in connection with the execution and delivery of the Credit Agreement on the date hereof, shall be deemed to refer, without further
amendment, to this Agreement as this Agreement may be further amended, modified or extended.


 




    	 



    	 



    

 


6.             Notwithstanding
anything herein to the contrary, the liens and security interests granted to PNC Bank, National Association, as the Agent pursuant
to this Agreement and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor
Agreement, dated as of October 4, 2010 (as amended, restated, supplemented or otherwise modified form time to time, the “Intercreditor
Agreement”), among the Agent, as ABL Agent, The Bank of New York Mellon Trust Company, N.A., as Notes Agent, and the Grantors
(as defined in the Intercreditor Agreement) from time to time party thereto. In the event of any conflict between the terms of
the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and control.


 


[Signatures Follow on Next Page]


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the Grantors have caused this Agreement to be signed by its authorized officer and duly attested the day and year first above written.


 


	 	Stoneridge, Inc.
	 	 	 
	 	By:	 
	 	 	George E. Strickler, Executive Vice President, Chief Financial Officer and Treasurer
	 	 	 
	 	Stoneridge Electronics, Inc.
	 	 	 
	 	By:	 
	 	 	George E. Strickler, Vice President and Treasurer
	 	 	 
	 	Stoneridge Control Devices, Inc.
	 	 	 
	 	By:	 
	 	 	George E. Strickler, Vice President and Treasurer


 




    	 



    	 



    

 


EXHIBIT A


 


PATENTS AND PATENT APPLICATIONS


 





 


	Owner	 	Title	 	Patents or 

Applications



 


 




    	 



    	 



    

 


	OWNER	 	TITLE	 	PATENT OR APPLICATION

NO.
	
        Stoneridge Control Devices, Inc.

         
	 	 	 	 
	 	Actuator with Internal Drive Train Disconnect	 	10/384,181 / 7,213,482
	 	Park Pawl Actuator	 	10/601,077 
	 	Failsafe Actuator	 	10/625,828
	 	Electro-Mechanical Actuator for an Electrically Actuated Parking Brake	 	10/712,764  / 7,021,415
	 	Window Lift System and Actuator Including an Internal Drive Train Disconnect	 	10/901,454
	 	Gearbox Shift Actuator	 	11/108,351  /  7,197,955
	 	Steering Shaft Lock Actuator	 	11/223,435  
	 	Vehicle Gear Box Actuator	 	11/258,829
	 	System and Method Using Inflection Point Position	 	11/366,215
	 	Park Inhibit Solenoid Assembly and System Incorporating the Same	 	11/227,702
	 	Passive Entry Actuator	 	11/553,922
	 	Disconnect Actuator	 	11/564,236
	 	Multi-Turn Position Sensor	 	10/268,623  /  6,788,048
	 	Non-Contact Position Sensor	 	10/038,747  /  7,009,386
	 	Seat Position Sensor	 	10/292,395  /  6,907,795
	 	Phase Angle Determining Circuit	 	10/314,911  /  7,098,653
	 	Switch Assembly	 	10/638,946  /  6,906,273
	 	Stalk Switch	 	10/638,966  /  6,844,510
	 	Switch Assembly and Method of Guiding a Push Button Switch in a Switch	 	10/638,964  /  6,900,404 B2
	 	Trailer Tow Connector Assembly	 	11/101,379
	 	Trailer Tow Connector Assembly	 	11/773,236
	 	Trailer Tow Connector Assembly	 	11/773,008
	 	Trailer Tow Connector Assembly	 	11/773,228
	 	Rail Activated Position Sensor	 	10/753,093
	 	Seat Buckle Sensor	 	10/761,129  /  7,119,671
	 	Seat Belt Tension Sensor	 	10/761,134
	 	Target Activated Sensor	 	11/089,042  /  7,193,412
	 	Low Power Solid State Brake Switch	 	11/219,534
	 	Rotary Position Sensor	 	11/235,677
	 	Sealed Exterior Switch	 	11/265,524


 




    	 



    	 



    

 


	OWNER	 	TITLE	 	PATENT OR APPLICATION

NO.
	 	 	Torque Sensor Assembly	 	11/719,005
	 	Touch Sensor System and Method	 	11/311,432
	 	Seat Belt Tension Sensor	 	11/357,355
	 	Linear Position Sensor	 	11/419,632
	 	Rotary Sensor	 	11/463,522
	 	Sensor System Including a Magnetized Shaft	 	60/729,383
	 	Sensor System Including a Magnetized Shaft	 	11/270,049
	 	Sensor System Including a Magnetized Shaft	 	11/552,120
	 	Steering Shaft Lock Actuator	 	11/741,656
	 	Non-Contact Engine Parameter Sensor	 	60/829,773
	 	Cylinder Position Sensor	 	60/869,805
	 	Cylinder Position Sensor	 	60/871,622
	 	Cylinder Position Sensor	 	60/916,000
	 	Trailer Tow Connector Assembly	 	60/896,395
	 	Electro-Mechanical Actuator	 	09/765,899  /  6,889,578
	 	Electro-Mechanical Actuator	 	10/995,712  /  7,140,151
	 	Actuator with Anti-Pinch Feature and Integrated Position Control	 	09/804,731  /  6,408,901
	 	Power Outlet Adapter	 	09/497,936  /  6,413,101
	 	Fuel Door Lock Actuator	 	09/898,579  /  6,739,633
	 	Transmission Range Selector System	 	09/632,769  /  6,550,351
	 	Electro-Mechanical Actuator and Clutch	 	09/836,033  /  6,557,688
	 	Electro-Mechanical Actuator for an Adjustable Pedal System	 	10/061,940  /  6,736,233
	 	Electro-Michanical Actuator Including Brushless DC Motor for Providing Pinch	 	10/099,919  /  6,806,664
	 	Failsafe Actuator	 	10/267,090  /  6,942,227
	 	Child Seat Sensor and System Using the Same	 	10/714,456  /  6,994,357
	 	Child Seat Sensor and System Using the Same	 	10/714,456  /  6,846,012
	 	Door Lock Actuator	 	09/329,847  /  6,067,826
	 	Actuator with Dual Operating Outputs	 	09/306,146  /  6,298,741
	 	 	 	 
	 	Fuel Filler Door Actuator	 	09/621,406  /  6,318,771
	 	Automotive Inertia Switch	 	823,787  /  5,777,285
	 	Universal Anti-Lock Brake Switch Linkage	 	89/378,327  /  4,964,678
	 	Front-Removeable Gauge	 	630,757  /  5,672,823
	 	Automotive Brake Switch	 	782,215  /  5,889,246
	 	Tow Socket Connector Having Sealant	 	97/986,582  /  5,873,752
	 	Direct Connect Trailer Tow Interconnector	 	96/599,577  /  5,800,188


 




    	 



    	 



    

 


	OWNER	 	TITLE	 	PATENT OR APPLICATION

NO.
	 	 	Actuator for 4-Wheel Drive Vehicle	 	679,298  /  5,788,008
	 	Door Lock Actuator with Double Lock	 	08/366866  /  5,584,515
	 	Modular Actuator	 	08/130061  /  5,503,441
	 	Free Wheel Double Lock Clutch	 	08/405477  /  5,577,583
	 	Deck Lid Latch & Actuator	 	08/282131  /  5,498,040
	 	Key-Design	 	29/022202  
	 	Adjunct Actuator Design	 	29/041274
	 	Second Generation Latchuator	 	08/570537  /  5,577,782
	 	Actuator Housing (Design)	 	29/088359 
	 	Cylinder Position Sensor and Cylinder Incorporating the Same	 	11/956,302
	 	Electro-Mechanical Actuator	 	09/765,899
	 	Non-Contact Engine Parameter Sensor	 	11/873,901
	 	Actuator with Linearly Movable Drive Screw	 	12/714,040
	 	Touch Sensor System and Method	 	12/567,587
	 	Trailer Two Connector Assembly	 	12/564,394
	 	Sensor System Including a Magnetized Shaft	 	12/547,077
	 	Cylinder Position Sensor and  Cylinder Incorporating the Same	 	12/468,860
	 	Trailer Tow Connector Assembly	 	12/409,114
	 	Touch Sensor System	 	12/397,605
	 	Temperature Sensor	 	12/389,739
	 	Sensor System Including a Magnetized  Shaft	 	12/345,148
	 	Crank-Type Linear Actuator	 	12/325,635
	 	Device for Illuminating Target Surface Including an Integrated Switch	 	12/270,598
	 	Interchangeable Lever Assemblies	 	12/206,661
	 	Fuel Door Lock Actuator	 	09/898,579
	 	Solenoid Having Reduced Operating Noise	 	11/041,081
	 	Touch  Sensor System with Memory	 	12/713,441
	 	Target Activated Sensor	 	61/314,785
	 	Shift-By-Wire Transmission Range Selector System and Actuator for the Same	 	61/264,755
	 	Touch Sensor System with Memory	 	61/156,202
	 	Digital Level Sensing Probe System	 	07/995,203
	 	Variable Fluid and Tilt Level Sensing Probe System	 	5423214
	 	Sensor System Including a Magnetized Shaft	 	13/180,993
	 	Device for Illuminating Target Surface Including an Integrated Switch	 	13/282,438
	 	Shift-By-Wire Transmission Range Selector System and Actuator for the Same	 	12/954,796
	 	Target Activated Sensor	 	13/050,257


 




    	 



    	 



    

 








	OWNER	 	TITLE	 	PATENT OR APPLICATION

NO.
	 	 	Integrated Release Switch Assembly	 	13/214,146
	 	 	Safety Ignition Switch	 	5237133
	 	 	Actuator for 4-Wheel Drive Vehicle	 	5788008
	 	 	Temperature Sensor	 	7682076
	 	 	Filtration Device for Use with a Fuel Vapor Recovery System	 	12/741,463
	 	 	Air Control Module	 	8028969
	 	 	Sensor lead Sealing and Strain Relief	 	12/724,281
	 	 	Soot Sensor System	 	13/035,104
	 	 	Three-Port Valve	 	13/080,159
	 	 	Temperature Sensor	 	13/227,424
	 	 	Multi-Stage Filtration Device	 	13/253/929
	 	 	Temperature Sensor	 	11/091,725
	 	 	Temperature Responsive Probe Apparatus	 	08/999,503
	 	 	Soot Sensor  System (Provisional Application)	 	61/490,310
	 	 	Exhaust Gas Temperature Sensor Including a Vibration Reducing and/or Modifying Sleeve (Provisional Application)	 	61/526,345










 


Patent Applications:



 


	Application Name	 	Country	 	Application Number	 	Applicant
	Soot Sensor System	 	USA	 	13481723	 	Stoneridge, Inc.


 




    	 



    	 



    






 


SQUIRE DRAFT 9/8/14


 


EXHIBIT 1.1(P)(2)


 


TRADEMARK SECURITY AGREEMENT


 


This AMENDED AND RESTATED
TRADEMARK SECURITY AGREEMENT (this “Agreement”) is made as of September 12, 2014, by Stoneridge,
Inc., an Ohio corporation, Stoneridge Electronics, Inc., a Texas corporation,
Stoneridge Control Devices, Inc., a Massachusetts corporation, and the other Persons
listed on the signature pages hereof (collectively, the “Grantors”) in favor of PNC BANK, NATIONAL ASSOCIATION,
a national banking association, having an office at 1900 East Ninth Street, Cleveland, Ohio 44114 (“PNC”),
as Agent (as hereinafter defined).


 


RECITALS


 


A.           The
Grantors are the owners of certain Trademark Collateral (as defined below).


 


B.           The
Grantors, as Loan Parties, have entered into (i) that certain Third Amended and Restated Credit Agreement dated as of September
12, 2014 (as from time to time amended, modified or supplemented, the “Credit Agreement”), among the Grantors
and each other borrower or guarantor party thereto from time to time, various financial institutions party thereto as the Lenders,
and PNC, as Issuing Lender, administrative agent and collateral agent (the “Agent”) and (ii) that certain Pledge
and Security Agreement, dated as of September 12, 2014 (as from time to time amended, modified or supplemented, the “Security
Agreement”), by the Grantors in favor of the Agent. Pursuant to the Credit Agreement, the Lenders and the Issuing Lender
will make certain advances and other financial accommodations available to the Grantors and the other Loan Parties.


 


C.           Capitalized
terms used herein but not otherwise defined have the meanings attributed to them in the Credit Agreement or Security Agreement,
as appropriate. Terms not otherwise defined herein or in the Credit Agreement but defined in the Article 9 of the New York Uniform
Commercial Code (the “UCC”) are used herein as defined therein.


 


D.           The
Grantors have agreed to grant to the Agent, for the benefit of itself, the Lenders, the Issuing Lender and certain other creditors
(the “Secured Creditors”), a security interest in all of their right, title and interest in and to the Trademark
Collateral as collateral security for the Obligations.


 


NOW, THEREFORE,
in consideration of the foregoing and other good and valuable consideration, each Grantor hereby:


 




    	 



    	 



    

 


1.          Grants
to the Agent for the benefit of the Secured Creditors, as security for the Obligations, a security interest in and to the following
(except to the extent forbidden by, and, in any case subject to any restrictions on assignment, pledge or the granting of liens
thereon), whether now owned, or, hereafter acquired by such Grantor, and whether now or hereafter existing (the “Trademark
Collateral”): (i) all domestic and foreign trademarks, service marks, trade names, trade dress or other indicia
of trade origin, whether registered or unregistered, domestic and foreign trademark and service mark registrations and applications
for trademark or service mark registrations and any extension, modification or renewal thereof (“Trademarks”),
including, without limitation, the trademarks and trademark applications listed in Exhibit A; (ii) all goodwill connected
with the use of, and symbolized by, each Trademark; (iii) the right to sue or otherwise recover for any and all past, present
and future infringement, misappropriation, or improper, unlawful or unfair use of any of the Trademarks, and all damages and payments
therefor; and (iv) the rights of such Grantor under all commitments, understandings, instruments, leases, pledges, mortgages,
indentures, notes, licenses, agreements, purchase or sale orders, contracts, promises and similar arrangements evidencing or creating
any obligation, whether written or oral, related to any of the Trademarks, including any royalties and income.


 


2.            Authorizes
and requests the Commissioner of Patents and Trademarks of the United States of America and the empowered officials of all other
governments to note in the record the existence of the security interest granted hereunder with respect to each of the Trademarks
listed in Exhibit A and, subject to any restrictions on assignment and the granting of liens thereon, to all Trademarks
acquired by such Grantor after the date hereof.


 


3.            Represents
and warrants as follows:


 


(a)          Set
forth in Exhibit A is a complete and accurate list of all of each Grantor’s Trademark registrations and applications
in existence as of the date hereof.


 


(b)          Each
Grantor owns all Trademark Collateral material to and necessary for the operation of such Grantor’s business (“Material
Trademarks”) identified as owned by it, and has the legal and valid right to use, and to grant security interests with
respect to, all of its Material Trademarks, including Material Trademarks owned by any third party.


 


(c)          All
Trademarks are free from any Lien except for Permitted Liens and free of any restrictions which could reasonably be expected to
cause a Material Adverse Change.


 


(d)          No
Grantor has, as of the date hereof, granted any license, release, covenant not to sue, or non-assertion assurance to any Person
with respect to any of the Material Trademarks.


 


(e)          All of the registered Material
Trademarks are currently in compliance in all material respects with formal legal requirements (including payment of filing, examination,
and maintenance fees) and are valid and enforceable.


 


(f)          No
Material Trademark has been or is now involved in any interference, reissue, reexamination, opposition or cancellation proceeding;
and, to each Grantor’s best knowledge, none of the Material Trademarks is infringed or has been challenged or threatened
in any way.


 




    	 



    	 



    

 


(g)          Each Grantor
has taken all commercially reasonable necessary steps to use consistent standards of quality in the distribution and sale of all
products sold and the provision of all services provided under or in connection with any Material Trademark and have taken all
commercially reasonable steps necessary to ensure that all licensed users of any such Material Trademark adhere to such consistent
standards of quality.


 


(h)          No
consent of any Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority
or regulatory body or other Person is required (i) for the grant by each Grantor of the security interest granted hereby,
for the pledge by such Grantor of the Material Trademarks pursuant hereto, or for the execution, delivery or performance of this
Agreement by such Grantor, (ii) for the perfection or maintenance of the pledge and security interest created hereby (including
the first and only priority nature of such pledge and security interest), except for the filing of financing and continuation statements
under the UCC, and the filing and recording of this Agreement in the United States Patent and Trademark Office against each United
States Trademark registration and application among the Material Trademarks, or (iii) for the exercise by the Agent of its
rights provided for in this Agreement or the remedies in respect of the Material Trademarks pursuant to this Agreement other than
the filing of assignments in the United States Patent and Trademark Office against each United States Trademark registration and
application.


 


4.            Covenants
as follows:


 


(a)          Each
Grantor agrees that from time to time, at the expense of such Grantor, such Grantor shall promptly execute and deliver all further
instruments and documents, and take all further action, that the Agent reasonably believes may be necessary or desirable, in order
to perfect and protect any pledge or security interest granted or purported to be granted hereby or to enable the Agent to exercise
and enforce its rights and remedies hereunder with respect to any part of the Material Trademarks.


 


(b)          Each
Grantor hereby authorizes the Agent to file one or more financing or continuation statements, and amendments thereto, relating
to all or any part of the Trademark Collateral without the signature of such Grantor where permitted by law. A photocopy or other
reproduction of this Agreement or any financing statement covering the Trademark Collateral or any part thereof will be sufficient
as a financing statement where permitted by law.


 


(c)          Each
Grantor will furnish to the Agent from time to time statements and schedules further identifying and describing the Trademark Collateral
and such other reports in connection with the Trademark Collateral as the Agent may reasonably request, all in reasonable detail.


 


(d)          Each
Grantor agrees that, should it obtain an ownership interest in any new Trademark Collateral, including any new Trademark registration
or application, which is not now scheduled on Exhibit A as a part of the Trademark Collateral, any such Trademark registration
or application, will automatically become part of the Trademark Collateral. Each Grantor further agrees that it shall deliver to
the Agent a written report, in reasonable detail, upon the Agent’s request, setting forth each new Trademark application
or registration that such Grantor has filed, acquired, created or otherwise obtained since the previous report. Each Grantor authorizes
the Agent to modify this Agreement by amending Exhibit A hereto (and shall cooperate with the Agent in effecting any such
amendment) to include any Trademark registration or application which becomes part of the Trademark Collateral.


 




    	 



    	 



    

 


(e)          With
respect to each Material Trademark application or registration set forth in Exhibit A hereto, each Grantor agrees to take
all necessary or desirable steps based upon such Grantor’s reasonable business judgment, including, without limitation, in
the United States Patent and Trademark Office or in any court, to (i) maintain each such Material Trademark registration,
and (ii) pursue each such Material Trademark application, now or hereafter included in the Material Trademarks, including,
the filing of responses to office actions issued by the United States Patent and Trademark Office, the filing of affidavits under
Sections 8 and 15 of the United States Trademark Act, the filing of divisional, continuation, continuation in part and substitute
applications, the filing of applications for reissue, renewal or extensions, the payment of maintenance fees, and the participation
in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. Each Grantor agrees to
take corresponding steps with respect to each new or acquired Material Trademark to which it now or later becomes entitled. Any
and all expenses incurred in connection with such activities will be borne by such Grantor. No Grantor shall discontinue use of
or otherwise abandon any Trademark registration or application now or hereafter included in the Trademark Collateral except in
the exercise of such Grantor’s reasonable business judgment.


 


(f)          Each
Grantor shall take all steps which it deems appropriate in its reasonable business judgment to preserve and protect all Material
Trademarks, including, without limitation, maintaining the quality of any and all products or services used or provided in connection
with such Material Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all commercially
reasonable steps necessary to ensure that all licensed users of any such Material Trademarks use such consistent standards of quality.


 


(g)          Each
Grantor agrees to notify the Agent promptly and in writing if it learns (i) that any Material Trademark has been determined
to have become abandoned, or dedicated to the public, (ii) of the institution of any proceeding (including, without limitation,
the institution of any proceeding in the United States Patent and Trademark Office or any court) regarding any Material Trademark,
or (iii) of any adverse determination with respect to the validity or enforceability of any Material Trademark.


 


(h)          In
the event that any Grantor makes a determination that any Material Trademark has been infringed or misappropriated by a third party,
such Grantor shall promptly notify the Agent and will take such actions as such Grantor in its reasonable business judgment deems
appropriate under the circumstances to protect such Material Trademark, including, if so determined in the reasonable business
judgment of such Grantor, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation.
Any expense in connection with such activities will be borne by such Grantor.


 




    	 



    	 



    

 


(i)        No Grantor shall (i) sell,
assign (by operation of law or otherwise) or otherwise dispose of or grant any option with respect to any Trademark Collateral
except to an affiliate with prompt written notice thereof to the Agent or as otherwise permitted by the Loan Documents or (ii) create
or suffer to exist any lien upon or with respect to any Trademark Collateral except for the pledge and security interest created
by this Agreement or otherwise permitted by the Loan Documents.


 


5.          This
Agreement amends and restates in its entirety the Amended and Restated Trademark Security Agreement, dated as of December 1, 2011,
which amended and restated in its entirety the Trademark Security Agreement, dated as October 4, 2010, among the Grantors and the
Agent. All references to the “Trademark Security Agreement” or words of like import in any document, instrument or
agreement executed and delivered in connection with the Credit Agreement (as defined therein), to the extent not amended, superceded
or restated in connection with the execution and delivery of the Credit Agreement on the date hereof, shall be deemed to refer,
without further amendment, to this Agreement as this Agreement may be further amended, modified or extended.


 


6.          Notwithstanding
anything herein to the contrary, the liens and security interests granted to PNC Bank, National Association, as the Agent pursuant
to this Agreement and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor
Agreement, dated as of October 4, 2010 (as amended, restated, supplemented or otherwise modified form time to time, the “Intercreditor
Agreement”), among the Agent, as ABL Agent, The Bank of New York Mellon Trust Company, N.A., as Notes Agent, and the
Grantors (as defined in the Intercreditor Agreement) from time to time party thereto. In the event of any conflict between the
terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and
control.


 


[Signatures Follow on Next Page]


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
each Grantor has caused this Agreement to be signed by its authorized officer and duly attested the day and year first above written.


 


	 	Stoneridge, Inc.
	 	 	 
	 	By:	 
	 	 	George E. Strickler, Executive Vice President, Chief Financial Officer and Treasurer
	 	 	 
	 	Stoneridge Electronics, Inc.
	 	 	 
	 	By:	 
	 	 	George E. Strickler, Vice President and
	 	 	Treasurer
	 	 	 
	 	Stoneridge Control Devices, Inc.
	 	 	 
	 	By:	 
	 	 	George E. Strickler, Vice President and
	 	 	Treasurer


 




    	 



    	 



    

 


EXHIBIT A


 


TRADEMARKS


 





 








	OWNER	 	TRADEMARK	 	REGISTRATION/APPLICATION NO.



 





 




    	 



    	 



    






 


Execution
Version


 


THIS PLEDGE
AND SECURITY AGREEMENT is subject to the terms and provisions of the Intercreditor Agreement, dated as October 4, 2010 (as such
agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor
Agreement”), among PNC Bank, National Association, as collateral agent for the ABL Claimholders referred to therein
(the “Collateral Agent”), The Bank of New York Mellon Trust Company, N.A., as collateral agent for the Notes
Claimholders referred to therein, Stoneridge, Inc. and the other Grantors (as defined below).


 


EXHIBIT 1.1(S)



 


PLEDGE AND SECURITY
AGREEMENT


 


THIS
PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time
to time, this “Security Agreement”) is entered into as of September 12, 2014 by and among Stoneridge, Inc.,
an Ohio corporation (the “Company”), Stoneridge Electronics, Inc., a Texas corporation, Stoneridge Control
Devices, Inc., a Massachusetts corporation, and the other Persons listed on the signature pages hereof (each, including the Company,
a “Grantor”, and collectively, the “Grantors”), and PNC Bank, National Association, in its
capacity as Collateral Agent for the Administrative Agent, the Lenders and the Issuing Lender (as defined in the Credit Agreement)
(collectively, the “Secured Parties”).


 


PRELIMINARY
STATEMENT


 


Pursuant
to the Credit Agreement (as defined below) the Lenders and the Issuing Lender have made loans and other financial accommodations
to the Company and certain of the Grantors. Each Grantor is entering into this Security Agreement in order to induce the Lenders
and the Issuing Lender to continue to make loans and other financial accommodations to the Company and certain of the Grantors
and to secure the Obligations.


 


ACCORDINGLY,
the Grantors and the Collateral Agent, on behalf of the Secured Parties, hereby agree as follows:


 


Article
I

DEFINITIONS


 


1.1.          Terms
Defined in the Credit Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings assigned
to such terms in the Credit Agreement.


 


1.2.          Terms
Defined in UCC. Terms defined in the UCC which are not otherwise defined in this Security Agreement are used herein as defined
in the UCC.


 


1.3.          Definitions
of Certain Terms Used Herein. As used in this Security Agreement, in addition to the terms defined in the preamble and in
the Preliminary Statement, the following terms shall have the following meanings:


 


“Additional
Grantor” has the meaning set forth in Section 8.16.


 




    	 



    	 



    

 


“Article”
means a numbered article of this Security Agreement, unless another document is specifically referenced.


 


“Collateral”
has the meaning set forth in Article II.


 


“Collateral
Agent” has the meaning set forth in the preamble hereto.


 


“Controlled
Deposit Account” means a Deposit Account that is subject to a Deposit Account Control Agreement.


 


“Copyrights”
means, with respect to any Person, all of such Person’s right, title, and interest in and to the following: (a) all copyrights,
rights and interests in copyrights, works protectable by copyright, copyright registrations, and copyright applications; (b) all
renewals of any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any
of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing;
(d) the right to sue for past, present, and future infringements of any of the foregoing; and (e) all rights corresponding to
any of the foregoing throughout the world.


 


“Credit
Agreement” means the Third Amended and Restated Credit Agreement, dated as of September 12, 2014, by and among the Grantors,
as borrowers or guarantors thereunder, the financial institutions which are or become parties thereto, as lenders thereunder,
and PNC Bank, National Association, as a lender, an issuer of letters of credit, and the agent for such lenders, as the same may
be amended, restated, amended and restated, supplemented or otherwise modified from time to time.


 


“Deposit
Account Control Agreement” means an agreement, in form and substance reasonably satisfactory to the Collateral Agent,
among any Grantor, a banking institution holding such Grantor’s funds, and the Collateral Agent with respect to collection
and control of all deposits and balances held in a deposit account maintained by any Grantor with such banking institution.


 


“Discharge
of Notes Obligations” has the meaning set forth in the Intercreditor Agreement.


 


“Equity
Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling
the holder thereof to purchase or acquire any such equity interest.


 


“Excluded
Collateral” has the meaning set forth in Article II.


 


“Excluded
Deposit Accounts” means, with respect to any Grantor, (a) deposit and/or securities accounts the balance of which consists
exclusively of (i) withheld income taxes and federal, state or local employment taxes in such amounts as are required to be paid
to the IRS or state or local government agencies within the following two months with respect to employees of any of the Grantors,
(ii) amounts required to be paid over to an employee benefit plan pursuant to United States Department of Labor Reg. Sec.
2510.3-102 on behalf of or for the benefit of employees of one or more Grantors, (b) all segregated deposit and/or securities
accounts established as and constituting (and the balance of which consists solely of funds set aside in connection with) taxes
accounts, payroll accounts and trust accounts, (c) accounts maintained outside of the United States, (d) accounts that are at
all times maintained on a “zero balance” basis in the ordinary course of business.


 


“Excluded
Payments” has the meaning set forth in Section 4.5(d)(iii).


 




    	 



    	 



    

 


“Exhibit”
refers to a specific exhibit to this Security Agreement, unless another document is specifically referenced.


 


“Foreign
Subsidiary Voting Stock” means the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas.
Reg. Section 1.956-2(c)(2)) of any Foreign Subsidiary.


 


“Grantor”
has the meaning set forth in the preamble hereto.


 


“Infringe”
has the meaning set forth in Section 3.6(c).


 


“Intellectual
Property” means the collective reference to all rights, priorities and privileges relating to intellectual property,
whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights,
the Patents, the Trademarks and the Licenses, goodwill and all rights to sue at law or in equity for any Infringement thereof,
including the right to receive all proceeds and damages therefrom.


 


“Intercreditor
Agreement” has the meaning set forth in the legend hereto.


 


“Investment
Property” means the collective reference to (i) all “investment property” as such term is defined in Section
9-102(a)(49) of the UCC (other than any Foreign Subsidiary Voting Stock excluded from the definition of “Pledged Stock”)
and (ii) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Stock.


 


“Issuer”
means any issuer of any Investment Property.


 


“Licenses”
means, with respect to any Person, all of such Person’s right, title, and interest in and to (a) any and all licensing agreements
or similar arrangements in and to its Patents, Copyrights or Trademarks, (b) all income, royalties, damages, claims, and payments
now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and
future breaches thereof, and (c) all rights to sue for past, present and future breaches thereof.


 


“Notes
Agent” means The Bank of New York Mellon Trust Company, N.A., as collateral agent for the Notes Claimholders under the
2010 Note Documents.


 


“Notes
Collateral” means any and all of the assets and property of any Grantor, whether real, personal or mixed, with respect
to which a Lien is granted pursuant to the 2010 Note Documents.


 


“Patents”
means, with respect to any Person, all of such Person’s right, title, and interest in and to (a) any and all patents and
patent applications, (b) all inventions and improvements described and claimed therein, (c) all reissues, divisions, continuations,
renewals, extensions, and continuations-in-part thereof, (d) all income, royalties, damages, claims, and payments now or hereafter
due or payable under and with respect thereto, including, without limitation, damages and payments for past and future infringements
thereof, (e) all rights to sue for past, present and future infringements thereof and (f) all rights corresponding to any of the
foregoing throughout the world.


 


“Pledged
Collateral” means all Instruments, Securities and other Investment Property of the Grantors, whether or not physically
delivered to the Collateral Agent pursuant to this Security Agreement, in each case to the extent not constituting Excluded Collateral.


 




    	 



    	 



    

 


“Pledged
Notes” means all promissory notes listed on Exhibit C and all other promissory notes issued to or held by any
Grantor (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course
of business).


 


“Pledged
Stock” means the Equity Interests listed on Exhibit C, together with any other shares, stock certificates, options,
interests or rights of any nature whatsoever in respect of the Equity Interests of any Person that may be issued or granted to,
or held by, any Grantor while this Security Agreement is in effect, in each case, to the extent not constituting Excluded Collateral.


 


“Receivables”
means the Accounts, Chattel Paper, Documents, Investment Property, Instruments and any other rights or claims to receive money
which are General Intangibles or which are otherwise included as Collateral.


 


“Registered
Intellectual Property” has the meaning set forth in Section 3.6(a).


 


“Requirement
of Law” means as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents
of such Person, and any law, treaty, rule, statute or regulation or determination of an arbitrator or a court or other Official
Body, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property
is subject.


 


“Section”
means a numbered section of this Security Agreement, unless another document is specifically referenced.


 


“Secured
Obligations” means any Obligations, fees, premiums, indemnifications, reimbursements, damages, guarantees and other
liabilities payable under this Security Agreement, the Credit Agreement and the other Loan Documents, in each case, whether now
or hereafter existing, renewed or restructured, whether or not from time to time decreased or extinguished and later increased,
created or incurred, whether or not arising on or after the commencement of a proceeding under Title 11, U.S. Code or any similar
federal or state law for the relief of debtors (including post-petition interest) and whether or not allowed or allowable as a
claim in any such proceeding and all obligations and liabilities of each Grantor which may arise under, out of or in connection
with this Security Agreement, the Credit Agreement or the other Loan Documents, in each case whether on account of guarantee obligations,
reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements
of counsel to the Collateral Agent or any Secured Party that are required to be paid by such Guarantor pursuant to the terms of
any of the foregoing agreements).


 


“Secured
Parties” has the meaning set forth in the preamble hereto.


 


“Stock
Rights” means all dividends, instruments or other distributions and any other right or property which the Grantors shall
receive or shall become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for
any Equity Interest constituting Collateral, any right to receive an Equity Interest and any right to receive earnings, in which
the Grantors now have or hereafter acquire any right, issued by an issuer of such Equity Interest.


 


“Trademarks”
means, with respect to any Person, all of such Person’s right, title, and interest in and to the following: (a) all trademarks
(including service marks), trade names, trade dress, trade styles, brand names, corporate names, business names, domain names,
logos and other source or business identifiers and the registrations and applications for registration thereof, all common-law
rights related thereto, and the goodwill of the business symbolized by the foregoing, (b) all renewals of the foregoing, (c) all
income, royalties, damages, and payments now or hereafter due or payable with respect thereto, including, without limitation,
damages, claims, and payments for past and future infringements thereof, (d) all rights to sue for past, present, and future infringements
of the foregoing, including the right to settle suits involving claims and demands for royalties owing and (e) all rights corresponding
to any of the foregoing throughout the world.


 




    	 



    	 



    

 


“UCC”
means the Uniform Commercial Code, as in effect from time to time, of the State of New York or of any other state the laws
of which are required as a result thereof to be applied in connection with the attachment, perfection or priority of, or remedies
with respect to, the Collateral Agent’s or any other Secured Party’s Lien on any Collateral.


 


“Vehicles”
means all cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by a certificate of title
law of any state.


 


1.4.          Other
Definitional Provisions. The words “hereof,” “herein,” “hereto” and “hereunder”
and words of similar import when used in this Security Agreement shall refer to this Security Agreement as a whole and not to
any particular provision of this Security Agreement, and Section and Exhibit references are to this Security Agreement unless
otherwise specified.


 


The
meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.


 


Where
the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to
such Grantor’s Collateral or the relevant part thereof.


 


1.5.          Exhibit
Updates. The Grantors may update the Exhibits hereto from time to time to reflect changes to the information contained therein
by notifying the Collateral Agent in writing and delivering such updated Exhibits to the Collateral Agent within 30 days of any
such change, or such longer period as the Collateral Agent may agree, in its sole discretion.


 


1.6           Amendment
and Restatement; Consolidation. This Security Agreement amends and restates in its entirety (a) Article IV of that certain
Second Amended and Restated Credit and Security Agreement, dated as of December 1, 2011, as amended, which amended and restated
in its entirety that certain Amended and Restated Credit and Security Agreement, dated as of September 20, 2010, as amended, which
amended and restated in its entirety that certain Amended and Restated Credit and Security Agreement, dated as of November 2,
2007, as amended, among Stoneridge, Inc., Stoneridge Electronics, Inc. and Stoneridge Control Devices, Inc. and the Collateral
Agent and (b) the Pledge and Security Agreement, dated as October 4, 2010, as amended, among Stoneridge, Inc., Stoneridge Electronics,
Inc. and Stoneridge Control Devices, Inc. and the Collateral Agent (collectively, the documents referred to in clauses (a) and
(b) hereof are hereinafter referred to as the “Original Security Documents”). The parties hereto agree and
acknowledge that this Security Agreement is not intended to constitute, nor does it constitute, an interruption, suspension of
continuity, satisfaction, discharge of prior duties, novation, or termination of the Liens, security interests, indebtedness,
loans, liabilities, expenses, or obligations under the Existing Security Documents or under the Credit Agreement or any of the
other Loan Documents (except in each case as expressly modified in accordance with the Credit Agreement and the other Loan Documents
amended in connection therewith). All Liens under any of the Original Security Documents are hereby consolidated, amended and
restated into this Security Agreement, as hereinafter set forth. All references to the “Security Agreement” or words
of like import in any document, instrument or agreement executed and delivered in connection with the Original Security Agreement,
to the extent not amended, superceded or restated in connection with the execution and delivery of the Credit Agreement on the
date hereof, shall be deemed to refer, without further amendment, to this Security Agreement as this Security Agreement may be
further amended, modified or extended.


 




    	 



    	 



    

 


Article
II


 


GRANT
OF SECURITY INTEREST


 


As
collateral security for the payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of
the Secured Obligations, each Grantor hereby pledges, assigns and grants to the Collateral Agent, on behalf of and for the benefit
of the Secured Parties (and hereby confirms the continuation of the grant to the Collateral Agent pursuant to the Existing Security
Documents of), a security interest in all of its right, title and interest in, to and under all personal property and other assets,
whether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade name
or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where
located (all of which, will be collectively referred to as the “Collateral”), including:


 


(i)          all
Accounts;


 


(ii)         all
Chattel Paper;


 


(iii)        all
Intellectual Property;


 


(iv)        all
Documents;


 


(v)         all
Equipment;


 


(vi)        all
Fixtures;


 


(vii)       all
General Intangibles;


 


(viii)      all
Goods;


 


(ix)         all
Instruments;


 


(x)          all
Inventory;


 


(xi)         all
Investment Property;


 


(xii)        all
cash or cash equivalents;


 


(xiii)       all
letters of credit, Letter-of-Credit Rights and Supporting Obligations;


 


(xiv)      all
Deposit Accounts with any bank or other financial institution (including all cash and other items deposited therein or credited
thereto);


 


(xv)       all
Commercial Tort Claims listed on Exhibit G;


 


(xvi)      and
all accessions to, substitutions for and replacements, proceeds (including Stock Rights), insurance proceeds and products of the
foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer
materials and records related thereto and any General Intangibles at any time evidencing or relating to any of the foregoing;


 




    	 



    	 



    

 


to secure the
prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured
Obligations; provided, however, that notwithstanding any of the other provisions set forth in this Security Agreement,
the Collateral shall not include for any purpose, and this Security Agreement shall not constitute a grant of a security interest
in any of the following assets, now owned or hereafter acquired or arising (the following assets being hereinafter collectively
referred to as the “Excluded Collateral”): (a) any Equity Interest or group of Equity Interests issued by (i)
a Foreign Holding Company or (ii) by Foreign Subsidiary representing more than 65% of the total outstanding Foreign Subsidiary
Voting Stock of such Foreign Subsidiary; (b) owned real property and leasehold interests in real property, to the extent no Lien
on those assets secures any other Indebtedness of any Grantor; (c) any lease, capital lease, license, permit, contract, or agreement
to which any Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security
interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of
any Grantor therein or (ii) a breach or termination or right of termination on behalf of any other party pursuant to the terms
of, or a default under, any such lease, capital lease, license, permit, contract or agreement (other than to the extent that any
such Lien or other obligation would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any
successor provision or provisions)); (d) any asset owned by any Grantor that is subject to a Permitted Lien that prohibits the
creation of any Lien on such asset (other than to the extent that any such Lien or other obligation would be rendered ineffective
pursuant to Sections 9-406, 9-407, 9-408, or 9-409 of the UCC (or any successor provision or provisions)); and (e) any property
to the extent that such grant of such security interest is prohibited by any Requirement of Law of an Official Body or requires
a consent not obtained of any Official Body pursuant to such Requirement of Law is ineffective under applicable law.


 


Article
III

REPRESENTATIONS AND WARRANTIES


 


Each Grantor
represents and warrants as to itself to the Collateral Agent and the other Secured Parties that:


 


3.1.          Title,
Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the
Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for
Liens permitted under Section 4.1(e), and has full power and authority to grant to the Collateral Agent the security interest
in such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against such Grantor
in the locations listed on Exhibit D, the Collateral Agent will have a fully perfected first priority security interest
(or, at any time when the Intercreditor Agreement is in effect, a perfection security interest with the priority required pursuant
thereto) in that Collateral of the Grantor in which a security interest may be perfected by filing, subject only to Liens permitted
under Section 4.1(e).


 


3.2.          Type
and Jurisdiction of Organization, Organizational and Identification Numbers. As of the Closing Date, the type of entity of
such Grantor, its state of organization, the organizational number issued to it by its state of organization and its federal employer
identification number are set forth on Exhibit A.


 


3.3.          Principal
Location. (a) In the case of a Grantor that is not a registered organization, such Grantor’s mailing address and the
location of its place of business (if it has only one) or its chief executive office (if it has more than one place of business),
are disclosed in Exhibit A, and (b) in the case of other Grantors, as of the Closing Date, or, with respect to any Additional
Grantor, such other date such Grantor became a party hereto, such Grantor’s mailing address and the location of its place
of business (if it has only one) or its chief executive office (if it has more than one place of business), are disclosed in Exhibit
A.


 


3.4.          Deposit
Accounts; Securities Accounts. All of such Grantor’s Deposit Accounts and Securities Accounts are listed on Exhibit
B.


 




    	 



    	 



    

 


3.5.          Exact
Names. As of the Closing Date, or, with respect to any Additional Grantor, as of the date such Grantor becomes a party hereto,
such Grantor’s name in which it has executed this Security Agreement is the exact name as it appears in such Grantor’s
organizational documents, as amended, as filed with such Grantor’s jurisdiction of organization. As of the Closing Date,
such Grantor has not during the past five years (i) other than as set forth in Part A of Exhibit A, been known by
or used any other corporate or fictitious name, (ii) except as described on Exhibit E, been a party to any merger or consolidation
or (iii) except as described in Exhibit E, acquired all of the Equity Interests or all or substantially all of the assets,
or a business unit, division, product line or line of business of a Person.


 


3.6.          Intellectual
Property.


 


(a)          Exhibit
F sets forth a complete and correct list of the United States Copyright, Trademark, Patent and other Intellectual Property
registrations and applications owned by each Grantor (“Registered Intellectual Property”) and all Intellectual
Property Licenses under which any of the Grantors is an exclusive licensee.


 


(b)          Except
for dispositions permitted under the Credit Agreement, such Grantor owns or has the right to use all Intellectual Property material
to the operation of its business free and clear of all Liens other than Permitted Liens.


 


(c)          On
the date hereof, all Registered Intellectual Property is valid, subsisting, unexpired and enforceable, has not been abandoned
and to such Grantor’s knowledge, does not infringe, impair, misappropriate, dilute or otherwise violate (“Infringe”)
the intellectual property rights of any other Person and is not being Infringed by any other Person.


 


(d)          Except
as set forth in Exhibit F, on the date hereof, no Intellectual Property is the subject of any licensing or franchising
agreement pursuant to which such Grantor is the licensor. No holding, decision or judgment has been rendered by any Official Body
which would limit, cancel or challenge the validity, enforceability, ownership or use of, or such Grantor’s rights in, any
Intellectual Property in any respect that could reasonably be expected cause at Material Adverse Change in the value of any such
Intellectual Property, and such Grantor knows of no valid basis for the same.


 


(e)          No
action or proceeding is pending, or, to the knowledge of such Grantor, threatened or imminent, on the date hereof seeking to limit,
cancel or challenge the validity, enforceability, ownership or use of any Intellectual Property owned by the Grantor or such Grantor’s
interest therein, which, if adversely determined, would materially affect the value of such Intellectual Property.


 


(f)          This
Security Agreement is effective to create (or continue, with respect to any Lien created in favor of the Collateral Agent pursuant
to the Original Security Documents) a valid and continuing Lien and, upon filing of appropriate financing statements in the offices
listed on Exhibit D and, in respect of the Registered Intellectual Property, a short form of this Security Agreement with
the United States Patent and Trademark Office or the United States Copyright Office, as applicable, fully perfected first priority
(or, at any time when the Intercreditor Agreement is in effect, a perfection security interest with the priority required pursuant
thereto) security interests in favor of the Collateral Agent on such Grantor’s Intellectual Property, such perfected security
interests are enforceable as such as against any and all creditors of and purchasers from such Grantor; and upon such filings
(and such additional filings as are necessary to perfect the security interests granted with respect to any Intellectual Property;
acquired or developed by such Grantor after the date hereof and such continuation required under applicable law), all action necessary
to protect and perfect the Collateral Agent’s Lien on such Grantor’s Intellectual Property will have been duly taken.


 




    	 



    	 



    

 


3.7.          Filing
Requirements. As of the Closing Date, none of such Grantor’s Equipment is covered by any certificate of title, except
for Vehicles. As of the Closing Date, none of the Collateral owned by such Grantor is of a type for which security interests or
liens may be perfected by filing under any federal statute except for (a) Vehicles and (b) Patents, Trademarks and Copyrights
held by such Grantor.


 


3.8.          No
Financing Statements, Security Agreements. No effective financing statement or security agreement describing all or any portion
of the Collateral which has not lapsed or been terminated naming such Grantor as debtor has been filed or is of record in any
relevant jurisdiction except (a) for financing statements or security agreements naming the Collateral Agent on behalf of the
Secured Parties as the secured party or (b) as permitted by Section 4.1(e).


 


3.9.          Pledged
Collateral.


 


(a)          As
of the Closing Date, or, with respect to any Additional Grantor, such other date such Grantor became a party hereto, Exhibit
C sets forth a complete and accurate list of all Pledged Collateral held by such Grantor; provided that (i) with respect
to Equity Interests issued by a Subsidiary that constitute Pledged Collateral, Exhibit C sets forth all such Equity Interests;
(ii) with respect to Equity Interests issued by a non-Subsidiary, Exhibit C sets forth all such Equity Interests, (iii)
with respect to Instruments issued by a non-Subsidiary, Exhibit C sets forth all such Instruments; and (iv) with respect
to Securities issued by a non-Subsidiary held in a securities account, Exhibit C sets forth all such Securities. As of
the Closing Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed
on Exhibit C as being owned by it, free and clear of any Liens, except for the security interest granted to the Collateral
Agent for the benefit of the Secured Parties hereunder and Permitted Liens. Such Grantor further represents and warrants that
(i) all Pledged Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized
and validly issued and are fully paid and non-assessable and (ii) all Pledged Collateral which represents Indebtedness owed to
such Grantor by any other Grantor or Subsidiary thereof has been duly authorized, authenticated or issued and delivered by the
issuer of such Indebtedness and is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.


 


(b)          In
addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration,
securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject that could reasonably
be expected to materially and adversely affect the value of such Collateral or the rights or remedies of the Collateral Agent
in respect thereof, (ii) other than as permitted under Section 8.2.12 [Issuance of Stock] of the Credit Agreement, there
are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Stock or which obligate
any issuer of any Pledged Stock that is a Subsidiary of the Company to issue additional Equity Interests, and (iii) with respect
to any Pledged Stock issued by a Subsidiary of the Company, no consent, approval, authorization, or other action by, and no giving
of notice to or filing with, any Official Body or any other Person is required for the pledge by such Grantor of such Pledged
Stock pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor,
or, subject to the Intercreditor Agreement, for the exercise by the Collateral Agent of the voting or other rights provided for
in this Security Agreement or for the remedies in respect of the Pledged Stock pursuant to this Security Agreement, except as
may be required in connection with such disposition by laws affecting the offering and sale of securities generally.


 


(c)          As
of the Closing Date, or, with respect to any Additional Grantor, such other date such Grantor became a party hereto, except as
set forth in Exhibit C, none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated
in right of payment to other Indebtedness (other than any such Indebtedness that is subordinated to the Secured Obligations) or
subject to the terms of an indenture.


 




    	 



    	 



    

 


Article
IV

COVENANTS


 


From
the date of this Security Agreement, and thereafter until this Security Agreement is terminated, each Grantor agrees that:


 


4.1.          General.


 


(a)          Collateral
Records. Such Grantor will maintain in all material respects complete and accurate books and records with respect to the Collateral
owned by it, and furnish to the Collateral Agent, with sufficient copies for each of the Lenders, such reports relating to such
Collateral as the Collateral Agent shall from time to time reasonably request.


 


(b)          Obligation
to File Financing Statements; Ratification. Such Grantor hereby authorizes the Collateral Agent, and agrees to aid and cooperate
with the Collateral Agent, or, at the Collateral Agent’s request, to file all financing statements and other documents and
take such other actions as may from time to time be required in order to maintain a first priority perfected security interest
in favor of the Collateral Agent (or, at any time when the Intercreditor Agreement is in effect, a perfection security interest
with the priority required pursuant thereto) in and, if applicable, Control of, the Collateral owned by such Grantor or enable
the Collateral Agent to exercise and enforce any of its rights, powers and remedies with respect to the Collateral. Any financing
statement filed hereunder may be filed in any filing office in any UCC jurisdiction and may (i) indicate such Grantor’s
Collateral (1) as all assets of the Grantor or words of similar effect, except for Excluded Collateral, regardless of whether
any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or
(2) by any other description which reasonably approximates the description contained in this Security Agreement, and (ii) contain
any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of
any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any
organization identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing,
a sufficient description of real property to which the Collateral relates. Such Grantor also agrees to promptly deliver a file
stamped copy of each such financing statement or other evidence of filing to the Collateral Agent. Such Grantor also ratifies
its agreement to file in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date
hereof.


 


(c)          Further
Assurances. Such Grantor will, upon the request of the Collateral Agent, furnish to the Collateral Agent statements and schedules
further identifying and describing the Collateral owned by it and such other reports and information in connection with its Collateral
as the Collateral Agent may reasonably request, all in such detail as the Collateral Agent may reasonably specify. Such Grantor
also agrees to take any and all actions necessary to defend title to the Collateral against all persons and to defend the security
interest of the Collateral Agent in its Collateral and the priority thereof against any Lien not expressly permitted hereunder.


 


(d)          Disposition
of Collateral. Such Grantor will not sell, lease or otherwise dispose of the Collateral owned by it except for dispositions
permitted pursuant to Section 8.2.7 [Dispositions of Assets or Subsidiaries] of the Credit Agreement.


 




    	 



    	 



    

 


(e)          Liens.
Such Grantor will not create, incur, or suffer to exist any Lien on the Collateral owned by it except (i) the security interest
created by this Security Agreement and (ii) other Permitted Liens.


 


(f)          Other
Financing Statements. Such Grantor will not authorize the filing of any financing statement naming it as debtor covering all
or any portion of the Collateral owned by it, except in respect of Liens permitted by Section 4.1(e). Such Grantor acknowledges
that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing
statement, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.


 


(g)          Compliance
with Terms. Such Grantor will perform and comply with all obligations in respect of the Collateral owned by it and all agreements
to which it is a party or by which it is bound relating to such Collateral except to the extent any failure to comply could not
reasonably be expected to cause a Material Adverse Change.


 


(h)          Electronic
Chattel Paper. Such Grantor shall take all steps requested by the Collateral Agent to grant the Collateral Agent Control of
all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in each of the Uniform
Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act.


 


4.2.          Inventory
and Equipment.


 


(a)          Maintenance
of Goods. Such Grantor will do all things necessary to maintain, preserve, protect and keep its Inventory and the Equipment
material to the conduct of its business in good repair and working and saleable condition, except for (i) damaged or defective
goods arising in the ordinary course of such Grantor’s business, (ii) ordinary wear and tear in respect of the Equipment
and fixtures, (iii) casualty events (to the extent such casualty, individually or in the aggregate, could not reasonably be expected
to cause a Material Adverse Change) and (iv) dispositions permitted pursuant to Section 8.2.7 [Dispositions of Assets or
Subsidiaries] of the Credit Agreement. Such Grantor shall also comply with Sections 8.1.1 [Preservation of Existence, Etc.], 8.1.2
[Payment of Liabilities, Including Taxes, Etc.] and 8.1.4 [Maintenance of Properties and Leases] of the Credit Agreement and shall
maintain in full force and effect all material permits, except where the failure to maintain any such permit in effect is not
adverse in any material respect to the Secured Parties.


 


(b)          Equipment.
Such Grantor shall not permit any Equipment to become a fixture with respect to real property or to become an accession with respect
to other personal property with respect to which real or personal property the Collateral Agent does not have a Lien. Such Grantor
will not, without the Collateral Agent’s prior written consent, alter or remove any identifying symbol or number on any
of such Grantor’s Equipment constituting Collateral.


 


4.3.          Delivery
of Instruments, Securities, Chattel Paper and Documents. Subject to the Intercreditor Agreement, such Grantor will (a) deliver
to the Collateral Agent, promptly upon execution of this Security Agreement, any Chattel Paper, Certificated Securities and Instruments
constituting Collateral owned by it, (b) hold in trust for the Collateral Agent upon receipt and (i) promptly thereafter deliver
to the Collateral Agent all Certificated Securities that represent Equity Interests in Subsidiaries and (ii) on a quarterly basis,
deliver to the Collateral Agent any such Chattel Paper, Certificated Securities and Instruments constituting Collateral; provided
that with respect to a new issuance of Certificated Securities that represent Equity Interests of an issuer whose Equity Interests
have previously been pledged to the Collateral Agent, such newly issued Certificated Securities shall be delivered within thirty
(30) days of such issuance, (c)(i) cause any Indebtedness of a Subsidiary owed to any Grantor and (ii) use its commercially reasonable
best efforts to cause any Indebtedness of a non-Subsidiary owed to any Grantor to be evidenced by a duly executed promissory note
(or subject to a global note) that, in either case, is pledged and delivered to the Collateral Agent, for the benefit of the Secured
Parties, with such notes being accompanied by proper instruments of assignment duly executed by the applicable Grantor and such
other instruments or documents as the Collateral Agent may reasonably request; provided that the Company will deliver to
the Collateral Agent a duly executed global note for loans among the Company and the Subsidiaries together with proper instruments
of assignment duly executed and such other instruments or documents as the Collateral Agent may reasonably request within thirty
(30) days of the Closing Date, and (d) deliver to the Collateral Agent (and thereafter hold in trust for the Collateral Agent
upon receipt and promptly deliver to the Collateral Agent) any Document evidencing or constituting Collateral.


 




    	 



    	 



    

 


4.4.          Uncertificated
Pledged Collateral.


 


(a)          Such
Grantor will cause the appropriate issuers that are Subsidiaries (and, if held with a securities intermediary, such securities
intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to
mark their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged
Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent
granted pursuant to this Security Agreement. With respect to any Pledged Collateral issued by another Grantor included in the
Collateral owned by it, such Grantor will take any actions necessary to cause (a) the issuers of uncertificated securities which
are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral
Agent to have and retain Control over such Pledged Collateral. With respect to any Pledged Collateral issued by a Person other
than a Grantor included in the Collateral owned by it, such Grantor will use its commercially reasonable best efforts to cause
(a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder
of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged Collateral. Without
limiting the foregoing, such Grantor will with respect to any such Pledged Collateral held with a securities intermediary, to
cause such securities intermediary to enter into a control agreement with the Collateral Agent, in form and substance satisfactory
to the Collateral Agent, giving the Collateral Agent Control.


 


(b)          Each
Grantor acknowledges and agrees that each interest in any limited liability company or limited partnership that is a Subsidiary
pledged hereunder that is represented by a certificate shall be a “security” within the meaning of Article 8 of the
New York UCC and governed by Article 8 of the Uniform Commercial Code of the applicable jurisdiction and, unless otherwise approved
by the Collateral Agent, shall at all times hereafter be represented by a certificate, which shall be a “security”
within the meaning of Article 8 of the New York UCC and governed by Article 8 of the Uniform Commercial Code of such jurisdiction.


 


(c)          Each
Grantor further acknowledges and agrees that (i) the interests in any limited liability company or limited partnership that is
a Subsidiary pledged hereunder and not represented by a certificate shall not be a “security” within the meaning of
Article 8 of the New York UCC and shall not be governed by Article 8 of the Uniform Commercial Code of the applicable jurisdiction
and (ii) the Grantors shall at no time elect to treat any such interest as a “security” within the meaning of Article
8 of the New York UCC or issue any certificate representing such interest (except that the Grantors may elect to so treat any
such interest as a “security” and issue any certificate representing such interest if promptly thereafter the applicable
Grantor delivers such certificate to the Collateral Agent).


 




    	 



    	 



    

 


(d)          In
the event the interests in any limited liability company or limited partnership not represented by a certificate are pledged by
a Grantor hereunder after the Closing Date, such Grantor shall promptly cause to be filed in the applicable jurisdiction a financing
statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged and shall deliver
promptly thereafter to the Collateral Agent a file stamped copy of each such financing statement or amendment to a financing statement.


 


4.5.          Pledged
Collateral.


 


(a)          Changes
in Capital Structure of Issuers. Such Grantor will not (i) permit or suffer any Subsidiary that is an issuer of an Equity
Interest constituting Pledged Collateral owned by it to dissolve, merge, liquidate, retire any of its Equity Interests or other
Instruments or Securities evidencing ownership, reduce its capital, sell or encumber all or substantially all of its assets (except
for dissolutions, mergers or liquidations permitted pursuant to Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions]
or 8.2.7 [Dispositions of Assets or Subsidiaries] of the Credit Agreement, Permitted Liens and sales of assets permitted pursuant
to Section 4.1(d)) or merge or consolidate with any other entity (except for mergers or consolidations permitted pursuant
Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] of the Credit Agreement), or (ii) vote any such Pledged
Collateral in favor of any of the foregoing.


 


(b)          Issuance
of Additional Securities. Except as permitted by the Credit Agreement, such Grantor will not permit or suffer any Subsidiary
that is an issuer of Pledged Stock owned by it to issue additional Equity Interests, any right to receive the same or any right
to receive earnings, except to such Grantor or any other Grantor.


 


(c)          Registration
of Pledged Collateral. If an Event of Default shall have occurred and be continuing, such Grantor will permit any registerable
Pledged Collateral owned by it to be registered in the name of the Collateral Agent or its nominee at any time at the option of
the Collateral Agent.


 


(d)          Exercise
of Rights in Pledged Collateral.


 


(i)          Without
in any way limiting the foregoing and subject to clause (ii) below, such Grantor shall have the right to exercise all voting rights
or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement,
the Credit Agreement or any other Loan Document; provided, however, that no vote or other right shall be exercised
or action taken which would have the effect of impairing the rights of the Collateral Agent in respect of such Pledged Collateral.


 


(ii)         Such
Grantor will permit the Collateral Agent or its nominee at any time after the occurrence and during the continuance of an Event
of Default, without notice, to exercise all voting rights or other rights relating to the Pledged Collateral owned by it, including,
without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest or Investment
Property constituting such Pledged Collateral as if it were the absolute owner thereof.


 


(iii)        Such
Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged
Collateral held by it to the extent not in violation of the Credit Agreement other than dividends and interest paid at any time
when an Event of Default shall have occurred and be continuing (collectively referred to as the “Excluded Payments”);
provided, however, that until actually paid, all rights to such distributions shall remain subject to the Lien created
by this Security Agreement.


 




    	 



    	 



    

 


(iv)        All
Excluded Payments, whenever paid or made, shall be delivered to the Collateral Agent to hold as Pledged Collateral (or, if paid
in cash, deposited in a Controlled Deposit Account) and shall, if received by such Grantor, be received in trust for the benefit
of the Collateral Agent, be segregated from the other property or funds of such Grantor, and be promptly delivered to the Collateral
Agent as Pledged Collateral or deposited in a Controlled Deposit Account, as applicable, in the same form as so received (with
any necessary endorsement).


 


(v)         Such
Grantor hereby authorizes and instructs each issuer of any Investment Property pledged by such Grantor hereunder to, and each
Grantor that is an issuer of Investment Property pledged by another Grantor agrees and consents to, (i) comply with any instruction
received by it from the Collateral Agent in writing (and any other issuer from time to time hereby agrees to comply with such
instruction) that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the
terms of this Security Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each
Issuer shall be fully protected in so complying, and (ii) unless otherwise permitted hereby, pay any dividends or other payments
with respect to the Investment Property directly to the Collateral Agent.


 


4.6.          Intellectual
Property.


 


(a)          Such
Grantor will execute and deliver all consents and approvals necessary for the assignment to or benefit of the Collateral Agent
of any Intellectual Property held by such Grantor to enforce the security interests granted hereunder, including such short-form
security agreements as may be necessary or desirable to protect the interest of the Collateral Agent in respect of that portion
of the Collateral consisting of Intellectual Property, and whenever any Grantor acquires, becomes the exclusive licensee of, or
files an application for: (i) Trademark or Patent registration with the United States Patent and Trademark Office, such Grantor
shall report such filing to the Collateral Agent within five (5) business days after the last day of the fiscal quarter in which
the filing occurs; and (b) any Copyright registration with the United States Copyright Office, such Grantor shall report such
filing to the Collateral Agent within twenty (20) business days after the last day of the fiscal quarter in which the filing occurs.


 


(b)          Such
Grantor will (i) continue to use each Trademark that is material to the conduct of the Grantors’ business taken as a whole
in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain the quality of
all products and services offered under such Trademark to the extent required to preserve such Grantor’s Trademark rights
under applicable law, (iii) use each Trademark with all appropriate notices of registration and other legends required by applicable
laws in all material respects (iv) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark
unless the Collateral Agent, for the benefit of the Secured Parties, shall obtain a perfected security interest in such mark pursuant
to this Security Agreement, and (v) not (and use commercially reasonable efforts to not permit any licensee or sublicensee thereof
to) do any act or knowingly omit to do any act whereby such Trademark could reasonably be expected to become invalidated or result
in other material loss of rights in such Trademarks.


 


(c)          Such
Grantor will not do any act, or omit to do any act, whereby any Patent that is material to the conduct of the Grantors’
business, taken as a whole may become forfeited, abandoned or dedicated to the public.


 




    	 



    	 



    

 


(d)          Such
Grantor will not (and will not authorize any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby
any Copyright that is material to the conduct of the Grantors’ business, taken as a whole may become invalidated. Such Grantor
will not (either itself or through licensees) do any act whereby any Copyright that is material to the conduct of the Grantors’
business, taken as a whole may fall into the public domain. Such Grantor will, for each work covered by a material Copyright,
use copyright notices as required under the applicable copyright law.


 


(e)          Such
Grantor (either itself or through licensees) will not do any act that knowingly uses any Intellectual Property to Infringe the
intellectual property rights of any other Person.


 


(f)          Such
Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any application or registration relating
to any Intellectual Property (now or hereafter existing) that is material to the conduct of the Grantors’ business, taken
as a whole is reasonably likely to become forfeited, abandoned or dedicated to the public, or of any material adverse determination
or development (including, without limitation, the institution of, or any such determination or development in, any proceeding
in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country)
regarding such material Intellectual Property owned by any Grantor.


 


(g)          Such
Grantor shall execute and deliver any and all security agreements as are necessary to evidence the Collateral Agent’s security
interest in any Intellectual Property owned (now or hereafter existing) by any of the Grantors.


 


(h)          Such
Grantor shall take all actions necessary to maintain and pursue each of the registrations of each of its Patents, Trademarks,
Copyrights and other Intellectual Property (now or hereafter existing) owned by Grantor, including the filing of applications
for renewal, affidavits of use, affidavits of incontestability and opposition and interference and cancellation proceedings in
any court or tribunal in the United States or any other country, unless such Patent, Trademark or Copyright is immaterial to the
conduct of the business of the Grantors, taken as a whole.


 


(i)          Such
Grantor shall promptly take such actions as it shall reasonably deem appropriate under the circumstances to protect Intellectual
Property owned by Grantor, including by suing for Infringement and recovering any and all damages for such Infringement where
appropriate. In the event that such Grantor institutes suit because any of its Intellectual Property constituting Collateral is
Infringed, such Grantor shall comply with Section 4.7.


 


4.7.          Commercial
Tort Claims. Such Grantor shall promptly, and in any event within 30 days after the same is acquired by it, notify the Collateral
Agent of any Commercial Tort Claim (as defined in the UCC) acquired by it, and such Grantor shall enter into an amendment or supplement
to this Security Agreement, in the form of Exhibit H hereto, granting to Collateral Agent a first priority security interest
(or, at any time when the Intercreditor Agreement is in effect, a perfection security interest with the priority required pursuant
thereto) in such Commercial Tort Claim.


 


4.8.          No
Interference. Such Grantor agrees that it will not interfere with any right, power and remedy of the Collateral Agent provided
for in this Security Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or
beginning of the exercise by the Collateral Agent of any one or more of such rights, powers or remedies.


 




    	 



    	 



    

 


4.9.          Insurance.


 


(a)          Such
Grantor shall maintain with financially sound and reputable insurance companies insurance on all its property in at least such
amounts and against at least such risks (but including in any event public liability, product liability and business interruption)
as are usually insured against in the same general area by companies engaged in the same or a similar business.


 


(b)          All
insurance policies required hereunder shall name the Collateral Agent (for the benefit of the Collateral Agent and the Secured
Parties) as an additional insured or as loss payee, as applicable, and shall comply with the requirements in Section 8.1.3 [Maintenance
of Insurance] of the Credit Agreement; provided, all proceeds of casualty insurance resulting from any loss, damage or
destruction of Collateral shall be paid over and or applied by the Grantors in accordance with Section 5.7.4 [Recovery of
Insurance or Condemnation Proceeds] of the Credit Agreement.


 


(c)          All
premiums on any insurance required hereunder or under Section 8.1.3 [Maintenance of Insurance] of the Credit Agreement shall be
paid when due by such Grantor. If such Grantor fails to obtain any insurance as required hereunder, the Collateral Agent may (but
shall in no event be required to) obtain such insurance at the Company’s expense. By purchasing such insurance, the Collateral
Agent shall not be deemed to have waived any Potential Default arising from the Grantor’s failure to maintain such insurance
or pay any premiums therefor.


 


4.10.         Landlord
Access Agreements. With respect to leasehold interests in real property on or after the Closing Date, (i) each Grantor shall
deliver landlord waivers or collateral access agreements from the landlord, warehouseman or other party controlling such leases
premises in accordance with the provisions of Section 8.1.11 [Landlord Waivers] of the Credit Agreement.


 


4.11.         Deposit
Account Control Agreements. Such Grantor will provide to the Collateral Agent a Deposit Account Control Agreement in form
and substance satisfactory to the Collateral Agent in respect of each deposit account (other than an Excluded Deposit Account)
of such Grantor duly executed on behalf of such Grantor and each financial institution holding such deposit account of such Grantor.


 


4.12.         Change
of Name or Location. Such Grantor shall not (a) change its name as it appears in official filings in the state of its incorporation
or organization, (b) in the case of a Grantor that is not a registered organization, change its chief executive office or sole
place of business, as applicable, as set forth in this Security Agreement, (c) change the type of entity that it is, (d) change
its organization identification number, if any, issued by its state of incorporation or organization, or (e) change its state
of incorporation or organization, in each case, unless it shall have provided the Collateral Agent at least thirty (30) days’
prior written notice thereof in connection therewith to continue the perfection following such change of any Liens in favor of
the Collateral Agent, on behalf of Secured Parties, in any Collateral; provided that any such new location shall
be in the United States.


 


Article
V

REMEDIES


 


5.1.          Remedies.


 


(a)          Subject
to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may
exercise any or all of the following rights and remedies:


 


(i)          those
rights and remedies provided in this Security Agreement, the Credit Agreement or any other Loan Document; provided that
this Section 5.1(a) shall not be understood to limit any rights or remedies available to the Collateral Agent and the Secured
Parties prior to an Event of Default;


 




    	 



    	 



    

 


(ii)         those
rights and remedies available to a secured party under the UCC (whether or not the UCC applies to the affected Collateral) or
under any other applicable law (including, without limitation, any law governing the exercise of a bank’s right of setoff
or bankers’ lien) when a debtor is in default under a security agreement;


 


(iii)        give
notice of sole control or any other instruction under any Deposit Account Control Agreement or any other control agreement with
any securities intermediary and take any action therein with respect to such Collateral;


 


(iv)        without
notice (except as specifically provided in Section 8.1 or elsewhere herein), demand or advertisement of any kind to any Grantor
or any other Person, lawfully enter the premises of any Grantor where any Collateral is located (through self-help and without
judicial process) to collect, receive, assemble, process, appropriate, sell, lease or assign or otherwise dispose of, deliver,
or realize upon, the Collateral or any part thereof in one or more parcels at public or private sale or sales (which sales may
be adjourned or continued from time to time with or without notice and may take place at any Grantor’s premises or elsewhere),
for cash, on credit or for future delivery without assumption of any credit risk, and upon such other terms as the Collateral
Agent may deem commercially reasonable; and


 


(v)         concurrently
with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or any
part of the Pledged Collateral, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates
or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto,
to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with
respect to the Pledged Collateral as though the Collateral Agent was the outright owner thereof.


 


(b)          The
Collateral Agent, on behalf of the Secured Parties, may comply with any applicable state or federal law requirements in connection
with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of
any sale of the Collateral.


 


(c)          The
Collateral Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private
sale or sales, to purchase for the benefit of the Collateral Agent and the Secured Parties, the whole or any part of the Collateral
so sold, free of any right of equity redemption, which equity redemption the Grantor hereby expressly releases.


 


(d)          Until
the Collateral Agent is able to effect a sale, lease, or other disposition of Collateral, the Collateral Agent shall have the
right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral
or its value or for any other purpose deemed appropriate by the Collateral Agent. The Collateral Agent may, if it so elects, seek
the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Collateral Agent’s remedies
(for the benefit of the Collateral Agent and Secured Parties), with respect to such appointment without prior notice or hearing
as to such appointment.


 


(e)          Notwithstanding
the foregoing, neither the Collateral Agent nor the Secured Parties shall be required to (i) make any demand upon, or pursue or
exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect
to the payment of the Secured Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral
therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations
or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral.


 




    	 



    	 



    

 


(f)          Each
Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged Collateral and may
be compelled to resort to one or more private sales thereof in accordance with clause (a) above. Each Grantor also
acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a
public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in
a commercially unreasonable manner solely by virtue of such sale being private. The Collateral Agent shall be under no obligation
to delay a sale of any of the Pledged Collateral for the period of time necessary to permit any Grantor or the issuer of the Pledged
Collateral to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state
securities laws, even if the applicable Grantor and the issuer would agree to do so.


 


5.2.          Grantor’s
Obligations Upon Default. Upon the request of the Collateral Agent after the occurrence and during the continuance of an Event
of Default, each Grantor will:


 


(a)          assemble
and make available to the Collateral Agent the Collateral and all books and records relating thereto at any place or places specified
by the Collateral Agent, whether at a Grantor’s premises or elsewhere;


 


(b)          permit
the Collateral Agent, by the Collateral Agent’s representatives and agents, to enter, occupy and use any premises where
all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all
or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral
or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the
Grantor for such use and occupancy; and


 


(c)          execute
and deliver to the Collateral Agent an assignment of its Intellectual Property and such other documents as are necessary or appropriate
to carry out the intent and purpose thereof. Within five (5) business days of a request of the Collateral Agent, each Grantor
shall make available to the Collateral Agent, to the extent within such Grantor’s power and authority, such personnel in
such Grantor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such
Grantor to continue, directly or indirectly, to operate the business and to exploit its Intellectual Property, and such person
shall be available to perform their prior functions on the Collateral Agent’s behalf.


 


5.3.          Grant
of Intellectual Property License. For the purpose of enabling the Collateral Agent to exercise the rights and remedies under
this Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each
Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Secured Parties, an irrevocable, nonexclusive license
(exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property
now owned or hereafter acquired by such Grantor, together with any goodwill associated therewith, and in the case of Trademarks,
to sufficient rights to quality control and inspection in favor of such Collateral Agent to avoid the risk of invalidation of
such Trademarks, and wherever the same may be located, and including in such license access to all media in which any of the licensed
items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and (b)
irrevocably agrees that the Collateral Agent may sell any of such Grantor’s or any other Grantor’s Inventory directly
to any person, including without limitation persons who have previously purchased any such Inventory and in connection with any
such sale or other enforcement of the Collateral Agent’s rights under this Security Agreement, may sell Inventory which
bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed
to such Grantor and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor
and sell such Inventory as provided herein. These rights and license shall inure to the benefit of all successors, assigns and
transferees of the Collateral Agent and its successors, assigns and transferees, whether by voluntary conveyance, operation of
law, assignment, transfer, foreclosure, deed in lieu of foreclosure or otherwise. Such rights and license are granted royalty
free, without requirement that any monetary payment whatsoever be made to the Grantors.


 




    	 



    	 



    

 


5.4.          Subordination.
Each Grantor and each Issuer that executes and delivers any Acknowledgement and Consent confirming that it is bound hereby, hereby
agrees that, upon the occurrence and during the continuance of an Event of Default, all Indebtedness owing to it by the Company
or any of its Subsidiaries shall be fully subordinated to the indefeasible payment in full in cash of such Grantor’s Secured
Obligations or any Secured Obligations guaranteed by such Grantor, as the case may be.


 


Article
VI


 


ACCOUNT
VERIFICATION; ATTORNEY IN FACT; PROXY


 


6.1.          Authorization
for Secured Party to Take Certain Action.


 


(a)          Each
Grantor irrevocably authorizes the Collateral Agent at any time and from time to time in the sole discretion of the Collateral
Agent and appoints the Collateral Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file
financing statements necessary or desirable in the Collateral Agent’s sole discretion to perfect and to maintain the perfection
and priority of the Collateral Agent’s security interest in the Collateral, (ii) to endorse and collect any cash proceeds
of the Collateral, (iii) to file any financing statement with respect to the Collateral as a financing statement and to file any
other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices
as the Collateral Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority
of the Collateral Agent’s security interest in the Collateral, (iv) to contact and enter into one or more agreements with
the issuers of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral
as may be necessary or advisable to give the Collateral Agent Control over such Pledged Collateral, (v) to apply, subject to the
Intercreditor Agreement, the proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided
in Section 7.1, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such
Liens as are permitted hereunder), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment
of the Receivables in the name of the Collateral Agent or such Grantor and to endorse any and all checks, drafts, and other instruments
for the payment of money relating to the Receivables, (ix) to sign such Grantor’s name on any invoice or bill of lading
relating to the Receivables, drafts against any Account Debtor of the Grantor, assignments and verifications of Receivables, (x)
to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral,
(xi) to settle, adjust, compromise, extend or renew the Receivables, (xii) to settle, adjust or compromise any legal proceedings
brought to collect Receivables, (xiii) to prepare, file and sign such Grantor’s name on a proof of claim in bankruptcy or
similar document against any Account Debtor of such Grantor, (xiv) to prepare, file and sign such Grantor’s name on any
notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv) to change the
address for delivery of mail addressed to such Grantor to such address as the Collateral Agent may designate and to receive, open
and dispose of all mail addressed to such Grantor, and (xvi) to do all other acts and things necessary to carry out this Security
Agreement; and such Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense reasonably
incurred by the Collateral Agent in connection with any of the foregoing; provided that, this authorization shall
not relieve such Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.


 




    	 



    	 



    

 


(b)          All
acts of said attorney or designee are hereby ratified and approved. The powers conferred on the Collateral Agent, for the benefit
of the Secured Parties, under this Section 6.1 are solely to protect the Collateral Agent’s interests in the Collateral
and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers. The Collateral Agent
agrees that, except for the powers granted in Section 6.1(a)(i), (iii), (iv), (vi), and (xvi), it shall not exercise any
power or authority granted to it unless an Event of Default has occurred and is continuing.


 


6.2.          Proxy.
EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE COLLATERAL AGENT AS ITS PROXY AND ATTORNEY-IN-FACT (AS SET FORTH
IN SECTION 6.1 ABOVE) WITH RESPECT TO ITS PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED COLLATERAL FOLLOWING
THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT, WITH FULL POWER OF SUBSTITUTION TO DO SO. IN ADDITION TO THE
RIGHT TO VOTE ANY SUCH PLEDGED COLLATERAL, THE APPOINTMENT OF THE COLLATERAL AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE,
FOLLOWING THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT, THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES
AND REMEDIES TO WHICH A HOLDER OF SUCH PLEDGED COLLATERAL WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS
OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY
AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY SUCH PLEDGED COLLATERAL ON THE RECORD BOOKS OF THE ISSUER
THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF SUCH PLEDGED COLLATERAL OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE
OF AN EVENT OF DEFAULT.


 


6.3.          Nature
of Appointment; Limitation of Duty. THE APPOINTMENT OF THE COLLATERAL AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE VI
IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY AGREEMENT IS TERMINATED IN ACCORDANCE
WITH SECTION 8.14. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NEITHER THE COLLATERAL AGENT, NOR ANY SECURED PARTY, NOR ANY
OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY
RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR
ANY DELAY IN DOING SO, PROVIDED, HOWEVER, the grantors need not reimburse any expense
or indemnify against any loss, liability or expense determined to have been caused by the Collateral Agent’s own willful
misconduct OR GROSS negligence.


 


Article
VII









APPLICATION
OF COLLATERAL PROCEEDS


 


7.1.          Application
of Proceeds. All moneys which are required by the Credit Agreement, this Security Agreement or any other Loan Document to
be delivered to the Collateral Agent (subject to the provisions of the Intercreditor Agreement) while an Event of Default has
occurred and is continuing or which are received by the Collateral Agent or any agent or nominee of the Collateral Agent in respect
of the Collateral or otherwise in accordance with the terms of the Credit Agreement, whether in connection with the exercise of
the remedies provided in this Security Agreement, the Credit Agreement or in any other Loan Document or otherwise, shall be applied
in accordance with the terms of the Credit Agreement.


 




    	 



    	 



    

 


Article
VIII






GENERAL PROVISIONS


 


8.1.          Waivers.
To the maximum extent permitted under applicable law, each Grantor hereby waives notice of the time and place of any public sale
or the time after which any private sale or other disposition of all or any part of the Collateral may be made. To the extent
such notice may not be waived under applicable law, any notice made shall be deemed reasonable if sent to the Grantors, addressed
as set forth in Article IX, at least ten days prior to (i) the date of any such public sale or (ii) the time after which
any such private sale or other disposition may be made. To the maximum extent permitted by applicable law, each Grantor waives
all claims, damages, and demands against the Collateral Agent or any Secured Party arising out of the repossession, retention
or sale of the Collateral, except such as arise solely out of the bad faith, negligence or willful misconduct of the Collateral
Agent, such Secured Party is fully determined by a court of competent jurisdiction. To the extent it may lawfully do so, each
Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the
Collateral Agent or any Secured Party, any valuation, stay, appraisal, extension, moratorium, redemption or similar laws and any
and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable
to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred
by this Security Agreement, or otherwise. Except as otherwise specifically provided herein, each Grantor hereby waives presentment,
demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security
Agreement or any Collateral.


 


8.2.          Limitation
on Collateral Agent’s Duty with Respect to the Collateral. The Collateral Agent shall have no obligation to cleanup
or otherwise prepare the Collateral for sale. The Collateral Agent shall use reasonable care with respect to the Collateral in
its possession or under its control. The Collateral Agent shall not have any other duty as to any Collateral in its possession
or control or in the possession or control of any agent or nominee of the Collateral, or any income thereon or as to the preservation
of rights against prior parties or any other rights pertaining thereto. To the extent that applicable law imposes duties on the
Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially
reasonable for the Collateral Agent (i) to fail to incur expenses deemed significant by the Collateral Agent to prepare Collateral
for disposition or otherwise to transform raw material or work in process into finished goods or other finished products for disposition,
(ii) to fail to obtain third-party consents for access to Collateral to be disposed of, or to obtain or, if not required by other
law, to fail to obtain governmental or third-party consents for the collection or disposition of Collateral to be collected or
disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or
to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and
other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v)
to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is
of a specialized nature, (vi) to contact other Persons, whether or not in the same business as such Grantor, for expressions of
interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the
disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing
internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity
of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x)
to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements
to insure the Collateral Agent against risks of loss, collection or disposition of Collateral or to provide to the Collateral
Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Collateral
Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral
Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 8.2
is to provide non-exhaustive indications of what actions or omissions by the Collateral Agent would be commercially reasonable
in the Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Collateral
Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 8.2. Without
limitation upon the foregoing, nothing contained in this Section 8.2 shall be construed to grant any rights to any Grantor
or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Security Agreement or by applicable
law in the absence of this Section 8.2.


 




    	 



    	 



    

 


8.3.          Compromises
and Collection of Collateral. The Grantors and the Collateral Agent recognize that setoffs, counterclaims, defenses and other
claims may be asserted by obligors with respect to certain of the Receivables, that certain of the Receivables may be or become
uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Receivable may exceed
the amount that reasonably may be expected to be recovered with respect to a Receivable. In view of the foregoing, each Grantor
agrees that the Collateral Agent may at any time and from time to time, if an Event of Default has occurred and is continuing,
compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount as the Collateral Agent in
its sole discretion shall determine or abandon any Receivable, and any such action by the Collateral Agent shall be commercially
reasonable so long as the Collateral Agent acts in good faith based on information known to it at the time it takes any such action.


 


8.4.          Secured
Party Performance of Debtor Obligations. Without having any obligation to do so, the Collateral Agent may perform or pay any
obligation which any Grantor has agreed to perform or pay in this Security Agreement and failed to do so in the time frame required
hereunder, and the Grantors shall reimburse the Collateral Agent for any amounts paid by the Collateral Agent pursuant to this
Section 8.4. The Grantors’ obligation to reimburse the Collateral Agent pursuant to the preceding sentence shall be
a Secured Obligation payable not later than 20 Business Days after receipt of a reasonably detailed invoice therefor.


 


8.5.          Specific
Performance of Certain Covenants. Each Grantor acknowledges and agrees that a breach of any of the covenants contained in
Sections 4.1(d), 4.1(e), 4.3, 4.4, 4.5, 4.6, 4.7, 4.9, 4.10, 4.11, 4.12, 5.3 or 8.6 or in Article VII may cause irreparable
injury to the Collateral Agent, that the Collateral Agent has no adequate remedy at law in respect of such breaches and therefore
agrees, without limiting the right of the Collateral Agent to seek and obtain specific performance of other obligations of the
Grantors contained in this Security Agreement, that the covenants of the Grantors contained in the Sections referred to in this
Section 8.5 shall be specifically enforceable against the Grantors.


 


8.6.          Dispositions
Not Authorized. No Grantor is authorized to sell or otherwise dispose of the Collateral except as set forth in Section 8.2.7
[Dispositions of Assets or Subsidiaries] of the Credit Agreement or Section 4.1(d) and notwithstanding any course of dealing
between any Grantor and the Collateral Agent or other conduct of the Collateral Agent, no authorization to sell or otherwise dispose
of the Collateral (except as set forth in Section 8.2.7 [Dispositions of Assets or Subsidiaries] of the Credit Agreement
or Section 4.1(d)) shall be binding upon the Collateral Agent or the Secured Parties unless such authorization is in writing
signed by the Required Lenders or, to the extent required by Section 11.1 [Modifications, Amendments or Waivers] of the Credit
Agreement, signed by all of the Lenders and the Issuing Lender.


 




    	 



    	 



    

 


8.7.          No
Waiver; Amendments; Cumulative Remedies. No delay or omission of the Collateral Agent or any Secured Party to exercise any
right or remedy granted under this Security Agreement shall impair such right or remedy or be construed to be a waiver of any
Potential Default or an acquiescence therein, and any single or partial exercise of any such right or remedy shall not preclude
any other or further exercise thereof or the exercise of any other right or remedy. No waiver, amendment or other variation of
the terms, conditions or provisions of this Security Agreement whatsoever shall be valid unless in writing signed by the Collateral
Agent (with the consent of the Required Lenders or, to the extent required by Section 11.1 [Modifications, Amendments or
Waivers] of the Credit Agreement, all of the Lenders and the Issuing Lender (and in compliance with the Intercreditor Agreement))
and then only to the extent in such writing specifically set forth. All rights and remedies contained in this Security Agreement
or by law afforded shall be cumulative and all shall be available to the Collateral Agent until the Secured Obligations have been
paid in full. No notice to or demand on any Grantor in any case shall entitle such Grantor or any other Grantor to any other or
further notice or demand in similar or other circumstances.


 


8.8.          Limitation
by Law; Severability of Provisions. All rights, remedies and powers provided in this Security Agreement may be exercised only
to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Security
Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to
the extent necessary so that they shall not render this Security Agreement invalid, unenforceable or not entitled to be recorded
or registered, in whole or in part. Any provision in this Security Agreement that is held to be inoperative, unenforceable or
invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining
provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and
to this end the provisions of this Security Agreement are declared to be severable.


 


8.9.          Reinstatement.
This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or
against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit
of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor’s
assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the
Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent
conveyance” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or
any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced
only by such amount paid and not so rescinded, reduced, restored or returned.


 


8.10.         Benefit
of Agreement. The terms and provisions of this Security Agreement shall be binding upon and inure to the benefit of the Grantors,
the Collateral Agent and the other Secured Parties and their respective successors and assigns (including all persons who become
bound as a debtor to this Security Agreement), except that no Grantor shall have the right to assign its rights or delegate its
obligations under this Security Agreement or any interest herein, without the prior written consent of the Collateral Agent and
of each Lender. No sales of participations, assignments, transfers, or other dispositions of any agreement governing the Secured
Obligations or any portion thereof or interest therein shall in any manner impair the Lien granted to the Collateral Agent, for
the benefit of the Secured Parties, hereunder.


 




    	 



    	 



    

 


8.11.         Survival
of Representations. All representations and warranties of the Grantors contained in this Security Agreement shall survive
the execution and delivery of this Security Agreement.


 


8.12.         Taxes
and Expenses. Each Grantor agrees to pay, and to save the Secured Parties harmless from, any and all liabilities with respect
to, or resulting from any delay in paying, any and all stamp, excise or other taxes which may be payable or determined to be payable
with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement. The
Grantors shall reimburse, as set forth in Section 11.3 [Expenses; Indemnity; Damage Waiver] of the Credit Agreement, the
Collateral Agent for any and all reasonable out-of-pocket expenses paid or incurred by the Collateral Agent in connection with
the preparation, execution, delivery, administration, collection and enforcement of this Security Agreement and in the audit,
analysis, administration, collection, preservation or sale of the Collateral (including the expenses and charges associated with
any periodic or special audit of the Collateral). Any and all costs and expenses incurred by the Grantors in the performance of
actions required pursuant to the terms hereof shall be borne solely by the Grantors.


 


8.13.         Headings.
The title of and section headings in this Security Agreement are for convenience of reference only, and shall not govern the interpretation
of any of the terms and provisions of this Security Agreement.


 


8.14.         Termination;
Release. (a) Subject to Section 8.9 of this Security Agreement and Section 11.7 [Duration; Survival] of the Credit
Agreement, this Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured
Obligations outstanding) until the Credit Agreement has been terminated pursuant to Section 11.7 [Duration; Survival] of
the Credit Agreement.


 


(b)
Liens on the Collateral will be released in accordance with Sections 10.10 [Authorization to Release Collateral and Guarantors]
and 11.1.3 [Release of Collateral or Guarantor] of the Credit Agreement and Section 5.1 of the Intercreditor Agreement. Upon termination
of the Credit Agreement and this Security Agreement, the Collateral shall be automatically released from the Lien of this Security
Agreement. Upon the sale or disposition of any Collateral pursuant to a transaction permitted under the Credit Agreement, such
Collateral shall be automatically released from the Lien of this Security Agreement. At the request and sole expense of any Grantor
following any such termination, the Collateral Agent shall execute and deliver to such Grantor such documents as such Grantor
shall reasonably request to evidence such termination. Following any such termination or release, such Grantor is authorized to
execute and file all financing statements and other documents to evidence such termination or release.


 


8.15.         Entire
Agreement; Conflicts. This Security Agreement together with the Credit Agreement and the other Loan Documents embodies the
entire agreement and understanding between the Grantors and the Collateral Agent relating to the Collateral and supersedes all
prior agreements and understandings between the Grantors and the Collateral Agent relating to the Collateral. This Security Agreement
is subject to the terms, conditions, representations, warranties and covenants (“Terms and Conditions”) set
forth in the Credit Agreement and, in the event of a conflict between any of the Terms and Conditions set forth in this Security
Agreement and any of the Terms and Conditions set forth in the Credit Agreement, the Terms and Conditions set forth in the Credit
Agreement shall prevail and control over the Terms and Conditions set forth herein. 


 




    	 



    	 



    

 


8.16.         Additional
Grantors. Each Grantor acknowledges that, pursuant to Section 8.1.13 [Covenant to Guaranty Obligations and Give Security]
of the Credit Agreement, the Company is required to cause certain Subsidiaries not Grantors on the date hereof to become parties
hereto as an Additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Guarantor
Joinder Agreement along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral
provided by the Additional Grantor. Upon delivery of any such Guarantor Joinder to the Collateral Agent, notice of which is hereby
waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto
as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder
shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by
any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor
hereunder or (c) by reason of the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or
failure to effect, any such Guarantor Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving
notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that
is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.


 


8.17.         CHOICE
OF LAW. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
(WITHOUT REGARD TO ANY CONFLICT OF LAW PRINCIPLES THEREOF AND EXCEPT TO THE EXTENT THAT PERFECTION OF THE AGENT’S SECURITY
INTERESTS AND LIENS AND THE EFFECT THEREOF ARE OTHERWISE GOVERNED BY THE UNIFORM COMMERCIAL CODE OF ANY OTHER JURISDICTION).


 


8.18.         CONSENT
TO JURISDICTION. EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW
YORK STATE COURT SITTING IN NEW YORK COUNTY, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY
AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND EACH GRANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT
OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT
FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE COLLATERAL AGENT OR ANY OTHER SECURED PARTY TO BRING PROCEEDINGS AGAINST ANY
GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY GRANTOR AGAINST THE COLLATERAL AGENT OR ANY OTHER
SECURED PARTY OR ANY AFFILIATE OF THE COLLATERAL AGENT OR ANY OTHER SECURED PARTY INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT
SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK COUNTY, NEW YORK, OR ANY APPELLATE COURT THEREOF.


 


EACH OF THE PARTIES HERETO WAIVE
ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE PARTIES
OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION
WITH THIS SECURITY AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR
THE TRANSACTIONS RELATED THERETO.


 




    	 



    	 



    

 


8.19.         WAIVER
OF JURY TRIAL. EACH GRANTOR, THE COLLATERAL AGENT AND EACH OTHER SECURED PARTY HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING
OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE RELATIONSHIP
ESTABLISHED THEREUNDER.


 


8.20.         Indemnity.


 


(a)          Each
Grantor hereby agrees, jointly and severally, to indemnify the Collateral Agent and the other Secured Parties, its respective
officers, directors, employees, agents, advisors, attorneys in fact, controlling persons or affiliates of the foregoing as provided
in Section 11. [Expenses; Indemnity; Damage Waiver] of the Credit Agreement, provided that any references to the Administrative
Agent shall be changed to the Collateral Agent.


 


(b)          Each
Grantor agrees, jointly and severally, to pay, and to save the Collateral Agent harmless from, any and all liabilities
with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or
determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this
Security Agreement or any other Loan Document.


 


(c)          Each
Grantor agrees, jointly and severally, to pay, and to hold the Collateral Agent, and its officers, directors, employees and
agents harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and
administration of this Security Agreement or any other Loan Document to the extent the Company would be required to do so pursuant
to the Credit Agreement.


 


(d)          The
agreements in this Section 8.20 shall survive repayment of the Secured Obligations, all other amounts payable under the other
Loan Documents and the resignation or removal of the Collateral Agent.


 


8.21.         Counterparts.
This Security Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement,
and any of the parties hereto may execute this Security Agreement by signing any such counterpart. Delivery of an executed counterpart
of a signature page of this Security Agreement by telecopy or other electronic transmission shall be effective as delivery of
a manually executed counterpart of this Security Agreement.


 


Article
IX


 


NOTICES


 


9.1.          Sending
Notices. Any notice required or permitted to be given under this Security Agreement shall be sent in accordance with Section 11.5
[Notices; Effectiveness; Electronic Communication] of the Credit Agreement.


 




    	 



    	 



    

 


Article
X


 


THE COLLATERAL AGENT


 


PNC
Bank, National Association has been appointed Collateral Agent for the Secured Parties hereunder pursuant to Section 10 [The Administrative
Agent] of the Credit Agreement and Section 11.2 of this Security Agreement. It is expressly understood and agreed by the
parties to this Security Agreement that any authority conferred upon the Collateral Agent hereunder is subject to the terms of
the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement, and that the
Collateral Agent has agreed to act (and any successor Collateral Agent shall act) as such hereunder only on the express conditions
contained in Section 10 [The Administrative Agent] of the Credit Agreement. Any successor Collateral Agent appointed pursuant
to Section 10 [The Administrative Agent] of the Credit Agreement shall be entitled to all the rights, interests and benefits of
the Collateral Agent hereunder. Each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right
individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights
and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with
the terms of this Security Agreement.


 


Article
XI


 


THE COLLATERAL
AGENT’S APPOINTMENT AND ITS RIGHTS AND DUTIES IN RESPECT OF COLLATERAL


 


11.1.          Rights
and Duties of the Collateral Agent. The Collateral Agent shall have all of the rights and protections afforded to the Agent
under Section 10 [The Administrative Agent] of the Credit Agreement, and all such rights and protections shall apply to the Collateral
Agent with respect to this Security Agreement. The Collateral Agent shall have no duties with respect to this Security Agreement
or the Collateral other than the duties applicable to the Administrative Agent under Section 10.3 [Exculpatory Provisions]
of the Credit Agreement.


 


11.2.          Appointment
of Collateral Agent. Each of the Secured Parties, by their acceptance of the benefits hereof hereby designates and appoints
PNC Bank, National Association to act as Collateral Agent under this Security Agreement, the Credit Agreement, the other Loan
Documents to which it is a party, and the Intercreditor Agreement, and hereby authorizes the Collateral Agent to take such actions
on its behalf under the provisions of this Security Agreement, the Credit Agreement, such other Loan Documents and the Intercreditor
Agreement and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms
of this Security Agreement, the Credit Agreement, such other Loan Documents and the Intercreditor Agreement.


 




    	 



    	 



    

 


Article
XII


 


INTERCREDITOR
AGREEMENT


 


Notwithstanding
anything to the contrary contained in this Security Agreement, the Liens, security interests and rights granted pursuant to this
Security Agreement, the Credit Agreement or any other Loan Document shall be as set forth in, and subject to the terms and conditions
of (and the exercise of any right or remedy by the Collateral Agent hereunder or thereunder shall be subject to the terms and
conditions of), the Intercreditor Agreement. In the event of any conflict between this Security Agreement, the Credit Agreement
or any other Loan Document and the Intercreditor Agreement, the Intercreditor Agreement shall control, and no right, power, or
remedy granted to the Collateral Agent hereunder or under the Credit Agreement or any other Loan Document shall be exercised by
the Collateral Agent, and no direction shall be given by the Collateral Agent in contravention of the Intercreditor Agreement.
Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies
of the Collateral Agent (and the Secured Parties) shall be subject to the terms of the Intercreditor Agreement, and, with respect
to the Notes Collateral until the Discharge of Notes Obligations, any obligation of the Company and other Grantor hereunder or
under the Credit Agreement or any other Loan Document with respect to the delivery or control of any Notes Collateral, the novation
of any lien on any certificate of title, bill of lading or other document, the giving of any notice to any bailee or other Person,
the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any Notes Collateral
shall be deemed to be satisfied if the Company or such Grantor, as applicable, complies with the requirements of the similar provision
of the applicable 2010 Note Document. Until the Discharge of Notes Obligations, the delivery of any Notes Collateral to the Notes
Agent pursuant to the 2010 Note Documents shall satisfy any delivery requirement hereunder or under the Credit Agreement or any
other Loan Document.


 


[Signature Page
Follows]


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the Grantors and the Collateral Agent have executed this Security Agreement as of the date first above written.


 


	 	GRANTORS:
	 	 
	 	STONERIDGE, INC.
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  
	 	 	 
	 	STONERIDGE CONTROL DEVICES, INC.
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  
	 	 	 
	 	STONERIDGE ELECTRONICS, INC.
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  


 


[Signature Page
to Pledge and Security Agreement]


 




    	 



    	 



    

 


	 	PNC BANK, NATIONAL ASSOCIATION, as 

Collateral Agent
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 


[Signature Page
to Pledge and Security Agreement]


 




    	 



    	 



    

 


ACKNOWLEDGEMENT
AND CONSENT


 


The undersigned
hereby acknowledges receipt of a copy of the Pledge and Security Agreement dated as of September [●], 2014 (the “Agreement”),
made by the Grantors parties thereto for the benefit of PNC Bank, National Association, as Collateral Agent. The undersigned agrees
for the benefit of the Collateral Agent and the Secured Parties as follows:


 


1.          The
undersigned will be bound by the terms of the Agreement and will comply with such terms insofar as such terms are applicable to
the undersigned.


 


2.          The
undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Section 4.5(d)(iii)
or 4.5(d)(iv) of the Agreement.


 


3.          The
terms of Sections 4.4(b), 4.4(c), 4.5(d)(v), 5.1(f), and 5.2(c) of the Agreement shall apply to it, mutatis mutandis,
with respect to all actions that may be required of it pursuant to Section 4.4(b), 4.4(c), 4.5(d)(v), 5.1(f) or 5.2(c) of the
Agreement.


 


 


	 	[Name of ISSUER]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	Address for Notices:
	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Attention:  	 	 
	 	Facsimile:  	 	 


 


[Signature Page
to Acknowledgment and Consent]


 




    	 



    	 



    

 


EXHIBIT A


 


NOTICE
ADDRESS FOR ALL GRANTORS


 




    	 



    	 



    

 


EXHIBIT
A


 


INFORMATION
AND COLLATERAL LOCATIONS


  


	Name
    of Grantor	 	Type
    of Organization

    (e.g. corporation,

    limited liability

    company, limited

    partnership)	 	Jurisdiction
    of

    Organization/

    Formation	 	Organizational

    Identification

    Number	 	Jurisdictions
    of

    Qualification	 	Address
    of Chief Executive Office
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 


Locations of Collateral:


 


(a)          Properties
Owned by the Grantor:


 


(b)          Properties
Leased by the Grantor or other related entity (Include Landlord’s Name):


 


(c)          Public
Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or
other Bailee or Consignee):


 


Other names used within past
five years (include name of Warehouse Operator or other Bailee or Consignee): .


 


Predecessors and other
names used within past five years:


 


	Grantor	Prior Address/City/State/Province/Zip
    Code/Postal Code
	 	 


 




    	 



    	 



    

 


EXHIBIT B


 


DEPOSIT ACCOUNTS


 


SECURITIES ACCOUNTS


 




    	 



    	 



    

 


EXHIBIT C


 


LIST OF PLEDGED
COLLATERAL, SECURITIES AND OTHER INVESTMENT PROPERTY


 


STOCKS:


 


	Grantor	 	Issuer	 	Legal

Form	 	Jurisdiction	 	Grantor
    Held	 	#
    Outstanding	 	%
        Pledged

        Of

        Outstanding
	 	Par
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


BONDS:


 


GOVERNMENT SECURITIES:


 




    	 



    	 



    

 


EXHIBIT D


 


OFFICES IN WHICH
FINANCING STATEMENTS WILL BE FILED


 


	Grantor	 	Office
	 	 	 
	 	 	 
	 	 	 


 




    	 



    	 



    

 


EXHIBIT E


 


ACQUISITIONS


 


	Grantor	 	Date of Acquisition	 	Description of Acquisition
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 




    	 



    	 



    

 


EXHIBIT F


 


INTELLECTUAL
PROPERTY RIGHTS


 




    	 



    	 



    

 


EXHIBIT G


 


COMMERCIAL TORT
CLAIMS


 




    	 



    	 



    

 


EXHIBIT H


 


AMENDMENT


 


This Amendment, dated ______ __,
____ is delivered pursuant to Section 4.7 of the Security Agreement referred to below. All defined terms herein shall have the
meanings ascribed thereto or incorporated by reference in the Security Agreement. The undersigned agrees that this Amendment may
be attached to that certain Pledge and Security Agreement, dated as of September [●], 2014, between the undersigned, as
the Grantors, and PNC Bank, National Association, as Collateral Agent (the “Security Agreement”), and that
the Collateral listed on Schedule I to this Amendment shall be and become a part of the Collateral referred to in said
Security Agreement and shall secure all Secured Obligations referred to in said Security Agreement.


 


	 	 
	 	By:
	 	Name:
	 	Title:


 




    	 



    	 



    

 


2


 


SCHEDULE I TO
AMENDMENT


 


COMMERCIAL TORT
CLAIMS


 


	Name of Grantor	 	Description
    of Claim	 	Parties	 	Case
    Number; Name of

    Court where Case was

    Filed
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 




    	 



    	 



    

  


EXHIBIT 2.5.1


 


FORM OF


 


LOAN REQUEST4


 


__________  __, 20__


 


PNC Bank, National Association, as Administrative Agent


PNC Firstside Center


500 First Avenue, 4th Floor


Pittsburgh, Pennsylvania 15219


Telephone No.: (412) 762-6442


Telecopier No.: (412) 762-8672


Attention: Trina Barkley, Assistant Vice President, Senior Loan Closer Associate


 


Ladies and Gentlemen:


 


The undersigned, STONERIDGE, INC., an Ohio
corporation, STONERIDGE ELECTRONICS, INC., a Texas corporation, STONERIDGE CONTROL DEVICES, INC., a Massachusetts corporation,
and STONERIDGE ELECTRONICS AB, a Swedish corporation (each individually, a “Borrower” and, collectively, the
“Borrowers”), refer to the Third Amended and Restated Credit Agreement, dated as of September 12, 2014 (as amended,
restated, modified or supplemented from time to time, the “Credit Agreement”, the terms defined therein being
used herein as therein defined), among the Borrowers, the Guarantors party thereto from time to time, PNC BANK, NATIONAL ASSOCIATION,
as the Administrative Agent (in such capacity, the “Administrative Agent”), the “Swing Loan Lender” and
the “Issuing Lender” and certain Lenders party thereto from time to time. Each Borrower hereby gives you notice, irrevocably,
pursuant to Section 2.5.1 of the Credit Agreement, that the Borrowers hereby requests one or more borrowings or conversions
of Loans under the Credit Agreement, and in connection therewith sets forth in the schedule attached hereto the information relating
to each such borrowing or conversion (collectively, the “Proposed Action”) as required by Section 2.5.1 of
the Credit Agreement (as applicable).


 





 



4
For Swing Loans, use Exhibit 2.5.2


 




    	 



    	 



    

 


Each Borrower hereby specifies that the
Proposed Action will consist of Loans as indicated in the schedule attached hereto.


 


Each Borrower hereby certifies that the
following statements are true on the date hereof, and will be true on the date of the Proposed Action, and will be true after giving
effect to the Proposed Action: (A) the representations, warranties of the Loan Parties are true and correct in all respects as
of such date; (B) no Event of Default or Potential Default has occurred and is continuing and (C) the making of the Proposed Action
does not contravene any Law applicable to any Loan Party or Subsidiary of any Loan Party or any of the Lenders.


 




    	 



    	 



    

 


PROPOSED CONVERSIONS


 


Proposed Conversion #1


 


[of the Loans described in the first table
below


 


into the Loans described in the second table
below]


 


Name of Borrower: _____________


 


LOAN 1 (Loan To Be Converted):


 


	Requested Conversion Date	 	Type of Loan To Be Converted	 	
        Aggregate Amount

of Loan

	 	 	 	 	 
	____________ __, 20__	 	
         ̈ Base Rate
        Option

         

         ̈ LIBOR
Rate Option

         

        (If LIBOR Rate Option is selected, select existing Interest
        Period below)

         

         ̈ One month

         

         ̈ Two months

         

         ̈ Three months

         

         ̈ Six
months
	 	
        ($/€/kr)_______________.__



 




    	 



    	 



    

 


LOAN 2 (Post Conversion Loan):


 


	Requested Conversion Date	 	Type of Loan To Be Converted	 	
        Aggregate Amount

of Loan

	 	 	 	 	 
	____________ __, 20__	 	
         ̈ Base Rate
        Option

         

         ̈ LIBOR
Rate Option

         

        (If LIBOR Rate Option is selected, select proposed Interest
        Period below)

         

         ̈ One month

         

         ̈ Two months

         

         ̈ Three months

         

         ̈ Six
months
	 	
        ($/€/kr)_______________.__



 




    	 



    	 



    

 


PROPOSED BORROWINGS


 


Aggregate Proposed Borrowings on _________ __, 20__: ($/€/kr)________________________
(as detailed below)


 


Name of Borrower: _____________


 


LOAN 1:


 


	Requested 

Borrowing Date	 	Currency	 	Type of Loan	 	
        Aggregate Amount

of Loan

	 	 	 	 	 	 	 
	____________ __, 20__	 	
        (If LIBOR Rate Option is selected, select the currency below)

         

         ̈ Dollars

         

         ̈ Optional
Currency
	 	
         ̈ Base Rate
        Option

         

         ̈ LIBOR Rate
        Option

         

        (If LIBOR Rate Option is selected, select initial Interest Period
        below)

         

         ̈ One month

         

         ̈ Two months

         

         ̈ Three months

         

         ̈ Six
months
	 	($/€/kr)_______________.__5


 





 



2 Each Loan Request shall be in integral multiples
of One Million Dollars ($1,000,000) (or the Dollar Equivalent thereof) and not less than Five Million Dollars ($5,000,000) (or
the Dollar Equivalent thereof) for each Borrowing Tranche under the LIBOR Rate Option and in integral multiples of Five Hundred
Thousand Dollars ($500,000) and not less than One Million Dollars ($1,000,000) for each Borrowing Tranche under the Base Rate Option.




 



    	 



    	 



    

 


LOAN 2 (if applicable):


 


	Requested

 Borrowing Date	 	Facility	 	Type of Loan	 	
        Aggregate Amount

of Loan

	 	 	 	 	 	 	 
	____________ __, 20__	 	
        (If LIBOR Rate Option is selected, select the currency
below)

         

         ̈ Dollars

         

         ̈ Optional
Currency
	 	
         ̈ Base Rate
        Option

         

         ̈ LIBOR
Rate Option

         

        (If LIBOR Rate Option is selected, select initial Interest Period
        below)

          

         ̈ One month

         

         ̈ Two months

         

         ̈ Three months

         

         ̈ Six
months
	 	
        ($/€/kr)_______________.__



 


Proceeds of the foregoing Loans are to be
wired to the following account at


 


[Name of Financial Institution]


 


ABA [_____________________]


 


Account Number [_________________]


 


[Borrower Name]


 






    	 



    	 



    

 


Very truly yours,


 


	 	STONERIDGE, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	STONERIDGE ELECTRONICS, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	STONERIDGE CONTROL DEVICES, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




    	 



    	 



    

 


	 	STONERIDGE ELECTRONICS AB
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




    	 



    	 



    

 


EXHIBIT 2.5.2


 


FORM OF SWING LOAN REQUEST


 


__________  __, 20__


 


PNC Bank, National Association, as Administrative Agent


PNC Firstside Center


500 First Avenue, 4th Floor


Pittsburgh, Pennsylvania 15219


Telephone No.: (412) 762-6442


Telecopier No.: (412) 762-8672


Attention: Trina Barkley, Assistant Vice President, Senior Loan Closer Associate


 


Ladies and Gentlemen:


 


The undersigned, STONERIDGE, INC., an Ohio
corporation, STONERIDGE ELECTRONICS, INC., a Texas corporation, STONERIDGE CONTROL DEVICES, INC., a Massachusetts corporation,
and STONERIDGE ELECTRONICS AB, a Swedish corporation (each individually, a “Borrower” and, collectively, the
“Borrowers”), refers to the Third Amended and Restated Credit Agreement, dated as of September 12, 2014 (as amended,
restated, modified or supplemented from time to time, the “Credit Agreement”, the terms defined therein being
used herein as therein defined), among the Borrowers, the Guarantors party thereto from time to time, PNC BANK, NATIONAL ASSOCIATION,
as the Administrative Agent (in such capacity, the “Administrative Agent”), the “Swing Loan Lender” and
the “Issuing Lender” and certain LENDERS party thereto from time to time. Each Borrower hereby gives you notice, irrevocably,
pursuant to Section 2.5.2 of the Credit Agreement, that such Borrower hereby requests a Swing Loan under the Credit Agreement,
and in connection therewith sets forth in the schedule attached hereto the information relating to each Swing Loan (collectively,
the “Proposed Action”) as required by Section 2.5.2 of the Credit Agreement (as applicable).


 


Each Borrower hereby specifies that the
Proposed Action will consist of Loans as indicated in the schedule attached hereto. Each Borrower hereby certifies that the following
statements are true on the date hereof, and will be true on the date of the Proposed Action, and will be true after giving effect
to the Proposed Action: (A) the representations and warranties of the Loan Parties are true and correct; (B) no Event of Default
or Potential Default has occurred and is continuing; and (C) the making of the Proposed Action does not contravene any Law applicable
to any Loan Party or Subsidiary of any Loan Party or any of the Lenders.


 






    	 



    	 



    

 


PROPOSED SWING LOAN


 


LOAN 1:


 


	Requested 

Borrowing Date	 	Facility	 	
        Aggregate Amount

of Loan

	 	 	 	 	 
	____________ __, 201__	 	
         ̈ Swing
Loan
	 	
        $_______________.__6



 





 



6
Minimum draw is $100,000.


 








    	 



    	 



    

 


Proceeds of the foregoing Loans are to
be wired to the Borrowers’ account at


 


PNC Bank, National Association


ABA 041000124


Account Number [______________]


 


Very truly yours,


 


	 	STONERIDGE, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	STONERIDGE ELECTRONICS, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	STONERIDGE CONTROL DEVICES, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 



 






    	 



    	 



    

 


	 	STONERIDGE ELECTRONICS AB
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




    	 



    	 



    

 


EXHIBIT 2.12


 


FORM OF


LENDER JOINDER AGREEMENT


 


This LENDER JOINDER
AGREEMENT (this “Agreement”) is made and entered into as of __________, 201__, by and among __________________________
(the “New Lender”); STONERIDGE, INC., an Ohio corporation, STONERIDGE ELECTRONICS, INC., a Texas corporation,
STONERIDGE CONTROL DEVICES, INC., a Massachusetts corporation, and STONERIDGE ELECTRONICS AB, a Swedish corporation (each
individually, a “Borrower” and, collectively, the “Borrowers”); PNC BANK, NATIONAL ASSOCIATION, as the
Administrative Agent, the Issuing Lender and the Swing Loan Lender (as these three terms and other capitalized terms used herein
and not otherwise defined herein are defined in the Credit Agreement, defined below).


Recitals:


 


A.           The
Borrowers, the Lenders party thereto, the Issuing Lender and the Administrative Agent are the parties to that certain Third Amended
and Restated Credit Agreement dated as of September 12, 2014 (as amended, restated, modified or supplemented from time to time,
the “Credit Agreement”);


 


B.           Pursuant
to Section 2.12.1 of the Credit Agreement, the Borrowers have requested (the “Subject Request”) that the Revolving
Credit Commitments be increased by $___________, such that, after giving effect to such increase, the aggregate amount of the Revolving
Credit Commitments will be $____________; and


 


C.           The
New Lender has agreed to provide an incremental Revolving Credit Commitment under the Subject Request in the amount and on the
terms and conditions set forth herein and to become a Lender under the Credit Agreement in connection therewith.


 


Agreements:


 


NOW, THEREFORE, in
consideration of the foregoing Recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


1.          Pursuant
to Section 2.12.1 of the Credit Agreement, the Borrowers hereby request that the New Lender provide, and the New Lender
hereby provides, a Revolving Credit Commitment under and pursuant to the Credit Agreement in the amount set forth on Annex A
hereto. As of the effective date of such increase (the “Increase Effective Date”), the Revolving Credit Commitment
and initial Ratable Share of the New Lender is set forth in Annex A hereto. The Revolving Credit Commitment of the New Lender
set forth in Annex A hereto represents an increase in the aggregate Revolving Credit Commitments under the Credit Agreement
under the Subject Request and pursuant to the terms of Section 2.12 of the Credit Agreement.


 






    	 



    	 



    

 


2.          The
New Lender (a) represents and warrants that it has full power and authority, and has taken all action necessary, to execute and
deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,
(b) confirms it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies
of the most recent financial statements delivered pursuant to Section 8.3 thereof, as applicable, and such other documents
and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, (c) confirms
it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement, (d) if it is a Foreign Lender,
agrees to provide any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by the New Lender; and (e) agrees that (i) it will, independently and without reliance on the Administrative Agent
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.


 


3.          Each
Borrower certifies that, before and after giving effect to such increase, (a) the representations and warranties contained in Section
6.1 of the Credit Agreement and the other Loan Documents are true and correct on and as of the Increase Effective Date and
(b) no Event of Default or Potential Default exists.


 


4.          Each
Borrower represents and warrants to the New Lender that (a) it has the full power and authority, and has taken all corporate, limited
liability company or limited partnership, as the case may be, action necessary to execute and deliver this Agreement and (b) it
has satisfied (or concurrently herewith on the Increase Effective Date will satisfy) the conditions to the New Lender’s Revolving
Credit Commitment required under Section 2.12.1 of the Credit Agreement.


 


5.          Each
Borrower agrees that, as of the date hereof (after giving effect to this Agreement and, if applicable, the concurrent effectiveness
on the Increase Effective Date of increased Revolving Credit Commitments under the Subject Request), (a) the aggregate amount of
the Revolving Credit Commitment is $_____________ and (b) the New Lender (i) is a party to the Credit Agreement as a “Lender”,
(ii) is a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and (iii) has the rights
and obligations of a Lender under the Credit Agreement and the other Loan Documents.


 


6.          Pursuant
to Section 2.12.1 of the Credit Agreement, the Administrative Agent, the Issuing Lender and the Swing Loan Lender are parties
to this Agreement for the purpose of confirming their approval of the New Lender to join in the Credit Agreement as a Lender thereunder.


 


7.          The
applicable address, telephone number and facsimile number of the New Lender for purposes of Section 11.5 of the Credit Agreement
are as set forth in the New Lender’s administrative questionnaire delivered by the New Lender to the Administrative Agent
on or before the date hereof or to such other address, telephone number and facsimile number as shall be designated by the New
Lender as provided in the Credit Agreement.


 






    	 



    	 



    

 


8.          This
Agreement may be executed in any number of counterparts and by the various parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one contract. Delivery of an
executed counterpart of this Agreement by telecopier or other secure electronic format (.pdf) shall be effective as delivery of
a manually executed counterpart of this Agreement.


 


9.          This
Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York.


 


[No additional provisions are on this page;
the page next following is the signature page.]


 




    	 



    	 



    

 


IN WITNESS WHEREOF the parties hereto have
hereunto set their hands as of the date first above written.


 


	 	New Lender:
	 	 
	 	_______________________
	 	 
	 	By_________________________
	 	 
	 	______________, its ______________


 


	 	Borrowers:
	 	 
	 	STONERIDGE, INC.
	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	STONERIDGE ELECTRONICS, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 



 






    	 



    	 



    

 


	 	STONERIDGE CONTROL DEVICES, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	STONERIDGE ELECTRONICS AB
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 


	 	Administrative Agent, Issuing Lender
	 	and Swing Loan Lender:
	 	 
	 	PNC BANK, NATIONAL ASSOCIATION, in its
	 	respective capacities as the Administrative Agent,
	 	the Issuing Lender and the Swing Loan Lender
	 	 
	 	By_________________________
	 	______________, its ______________


 






    	 



    	 



    

 


Annex A


 


to


 


Lender Joinder Agreement dated _________,
201__


 


Date of the Subject Request: _________,
201__


 


Name of the New Lender: ___________________


 


Increase Effective Date: _________, 201__


 


Revolving Credit Commitment of the New
Lender


 


as of the Increase Effective Date: $______________


 


[Ratable Share of the New Lender as of
the Increase Effective Date: ___%]


 






    	 



    	 



    

 


EXHIBIT
5.9.7(A)


 


[FORM
OF]


 


U.S.
TAX COMPLIANCE CERTIFICATE


 


(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to the Credit Agreement
dated as of September 12, 2014, (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Stoneridge, Inc., Stoneridge Electronics, Inc., Stoneridge Control Devices, Inc., Stoneridge Electronics AB, as borrowers,
those affiliates party thereto as guarantors, PNC Bank, National Association, as Administrative Agent, Issuing Lender and Swing
Loan Lender, and each lender from time to time party thereto.


 


Pursuant to the provisions of Section 5.9
[Taxes] of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of
the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not
a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within
the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Borrower as
described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished the Administrative
Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the
undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the
Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative
Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be
made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME OF LENDER]	 
	 	 
	By:	 	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 


Date: ________ __, 20[  ]


 




    	 



    	 



    

 







 


EXHIBIT
5.9.7(B)


 


[FORM
OF]


 


U.S.
TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to the Credit Agreement
dated as of September 12, 2014, (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Stoneridge, Inc., Stoneridge Electronics, Inc., Stoneridge Control Devices, Inc., Stoneridge Electronics AB, as borrowers,
those affiliates party thereto as guarantors, PNC Bank, National Association, as Administrative Agent, Issuing Lender and Swing
Loan Lender, and each lender from time to time party thereto.


 


Pursuant to the provisions of Section 5.9
[Taxes] of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of
the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A)
of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code,
and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code].


 


The undersigned has furnished its participating
Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees
that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing,
and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate
in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding
such payments.


 


Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME OF PARTICIPANT]	 
	 	 
	By:	 	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 


Date: ________ __, 20[  ]


 




    	 



    	 



    

 







 


EXHIBIT
5.9.7(C)


 


[FORM
OF]


 


U.S.
TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to the Credit Agreement
dated as of September 12, 2014, (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Stoneridge, Inc., Stoneridge Electronics, Inc., Stoneridge Control Devices, Inc., Stoneridge Electronics AB, as borrowers,
those affiliates party thereto as guarantors, PNC Bank, National Association, as Administrative Agent, Issuing Lender and Swing
Loan Lender, and each lender from time to time party thereto.


 


Pursuant to the provisions of Section 5.9
[Taxes] of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation
in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners
of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the
meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder
of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members
is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished its participating
Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio
interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that
(1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned
shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME OF PARTICIPANT]	 
	 	 
	By:	 	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 


Date: ________ __, 20[  ]


 




    	 



    	 



    

 







 


EXHIBIT
5.9.7(D)


 


[FORM
OF]


 


U.S.
TAX COMPLIANCE CERTIFICATE


 


(For Foreign Lenders That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to the Credit Agreement
dated as of September 12, 2014, (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Stoneridge, Inc., Stoneridge Electronics, Inc., Stoneridge Control Devices, Inc., Stoneridge Electronics AB, as borrowers,
those affiliates party thereto as guarantors, PNC Bank, National Association, as Administrative Agent, Issuing Lender and Swing
Loan Lender, and each lender from time to time party thereto.


 


Pursuant to the provisions of Section 5.9
[Taxes] of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as
well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect
partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect
to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its
direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course
of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members
is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct
or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of
the Code.


 


The undersigned has furnished the Administrative
Agent and the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is
claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN
from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrowers
and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which
each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME OF LENDER]	 
	 	 
	By:	 	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 


Date: ________ __, 20[  ]


 


______________________________


 






    	 



    	 



    

  


EXHIBIT 8.3.3


 


FORM OF QUARTERLY COMPLIANCE CERTIFICATE


 


	For Fiscal __________ ended                                                         (the “Statement Date”)


 


THE UNDERSIGNED HEREBY CERTIFIES THAT:


 


(1)           I am the duly
elected [___________________]1 of Stoneridge,
Inc., an Ohio corporation (the “Parent”);


 


(2)           I am familiar
with the terms of that certain Third Amended and Restated Credit Agreement dated as of September 12, 2014 (as the same may from
time to time be amended, restated or otherwise modified, the “Credit Agreement”, the terms defined therein and
not otherwise defined in this Certificate being used herein as therein defined), by and among the Parent, Stoneridge Electronics,
Inc., a Texas corporation, Stoneridge Control Devices, Inc., a Massachusetts corporation, and Stoneridge Electronics AB, a Swedish
corporation, as borrowers, the Guarantors party thereto, the Lenders party thereto, and PNC Bank, National Association, as Administrative
Agent, and the terms of the other Loan Documents, and I have made, or have caused to be made, under my supervision, a review in
reasonable detail of the transactions and condition of the Parent and its Subsidiaries during the accounting period covered by
the attached financial statements;


 


(3)           Based on the
review described in paragraph (2) above [INDICATE SELECTION]:


 


		[   ]	no Event of Default or Potential Default (i) has occurred
or existed during the accounting period covered by the financial statements delivered in connection with this Compliance Certificate
or (ii) exists as of the date of this Compliance Certificate.



 


		[   ]	one or more Events of Default or Potential Default (i)
has occurred or existed during the accounting period covered by the financial statements delivered in connection with this Compliance
Certificate or (ii) exists as of the date of this Compliance Certificate. Attached to this Compliance Certificate is an addendum
specifying each such Event of Default or Potential Default, its nature, the best estimation after due inquiry of the Parent of
when it occurred, whether it is continuing and the steps being taken by the Parent or its Subsidiaries, if applicable, with respect
to such event.



 


(4)           Set forth on
Exhibit A are reasonably detailed calculations of the financial covenants set forth in Sections 8.2.14, 8.2.16 and 8.2.17
of the Credit Agreement. The financial statements and calculations of financial covenant compliance attached hereto as Exhibit
A are accurate, complete and fairly present the matters stated therein and have been prepared on a basis consistent with such
statements and calculations with respect to prior periods and in accordance with GAAP and the terms of the Credit Agreement.


 


[signature page follows]


 


 


 






1
Must be executed by the Chief Executive Officer, President or Chief Financial Officer of the Parent.


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
I have signed this certificate the ___ day of _________, 20___.


 


	 	 	STONERIDGE, INC.
	 	 	 
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 




 




    	 



    	 



    

 


EXHIBIT A


 


		I.	Section 8.2.14 – Maximum Capital Expenditures2







		A)	The Parent and its Subsidiaries.







		1.	Expenditures for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment
(including replacements, capitalized repairs and improvements during such period) which are required to be capitalized under GAAP
on a consolidated balance sheet.



 


$________________


 


MINUS


 









		2.	Carryover from immediately preceding fiscal year.



 


$________________


 


		3.	Sum of Lines I.A.1 through I.A.2.



 


$________________


 


Maximum Permitted: $40,000,000 in any fiscal year.


 


		II.	Section 8.2.16 – Maximum Leverage Ratio





 


		A)	Consolidated Net Debt. 
	 	 	 



		1.	Indebtedness of the Parent and its Subsidiaries on a consolidated basis.



 


$________________


 


MINUS


 


		2.	Obligations under any currency swap agreement, interest rate swap, cap, collar or floor agreement
or other interest rate management device, unless such Indebtedness is not contingent.



 


$________________


 


MINUS


 





 






2 Commencing with the fiscal year that commences
on January 1, 2015.


 




    	 



    	 



    

 


		3.	Obligations under any transaction (excluding (i) borrowed money, (ii) amounts raised under or liabilities
in respect of any note purchase or acceptance credit facility, (iii) reimbursement obligations (contingent or otherwise) under
any letter of credit agreement and (iv) those described in Section II.A.2, and including forward sale or purchase agreements, Capital
Leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance
its operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course of
business which are not represented by a promissory note or other evidence of indebtedness and which are not more than thirty (30)
days past due), unless such Indebtedness is not contingent.



 


$________________


 


MINUS


 


		4.	Any Guaranty of Indebtedness for borrowed money, unless such Indebtedness is not contingent.







$________________


 


MINUS


 


		5.	The amount of consolidated cash in deposit accounts in the United States that is not subject to
a Lien in favor of any Person other than the Collateral Agent or to any restriction on the use thereof, other than pursuant to
the Loan Documents.



 


$_______________


 


MINUS


 


		6.	Sixty-fifty percent (65%) of the amount of consolidated cash in deposit accounts outside of the United States that is freely
transferable from such jurisdiction to the United States that is not subject to a Lien in favor of any Person other than the Collateral
Agent or to any restriction on the use thereof, other than pursuant to the Loan Documents.



 


$________________


 


		7.	Sum of Lines II.A.1 through II.A.	$________________



 





 


		B)	Consolidated EBITDA.3 



 


		1.	Consolidated Net Income.



$________________


 





 






3 For purposes of calculating Consolidated EBITDA
for any period (A) the Consolidated EBITDA of any Person acquired by Parent or any Subsidiary of Parent pursuant to a Permitted
Acquisition during such period shall be included on a Pro Forma Basis for such period and (B) the Consolidated EBITDA of any person
or line of business sold or otherwise disposed of by Parent or any Subsidiary of any Loan Party during such period shall be excluded
for such period (assuming the consummation of such sale or other disposition and the repayment of any Indebtedness in connection
therewith occurred as of the first day of such period).


 




    	 



    	 



    

 


PLUS


 


		2.	Without duplication and to the extent deducted in determining such Consolidated Net Income:4



 





	 	a.	Consolidated Interest Expense	$________________
	 	 	 	 
	 	b.	Consolidated income tax expense	$________________
	 	 	 	 
	 	c.	Depreciation	$________________
	 	 	 	 
	 	d.	Amortization	$________________
	 	 	 	 
	 	e.	Any non-cash charges (other than the write-down of current assets)	
	 	 	 	 
	 	 	 	$________________
	 	 	 	 
	 	f.	Subtotal	$________________















 


MINUS


 


		3.	Without duplication:



 


		a.	All cash payments made during such period on account of reserves, restructuring charges and other non-recurring non-cash charges
added to Consolidated Net Income pursuant to clause II.B.2.e in a previous period.



 


$________________


 


		b.	To the extent included in determining such Consolidated Net Income, any non-cash extraordinary gains and all non-recurring
non-cash items of income.



 


$________________


 


		c.	Subtotal                                                                                                              $________________



 


		4.	Sum of Line II.B.1 plus Line II.B.2.f minus Line II.B.3.c.



$________________


 


		5.	Maximum Leverage Ratio (Line II.A.7 divided by Line II.B.4): ____ to 1.00



 


 


 






4 To the extent that all or any portion of the income
of any person is excluded from Consolidated Net Income pursuant to the definition thereof for all or any portion of such period
any amounts set forth in II.B.2.a through II.B.2.e that are attributable to such person shall not be included for purposes of determining
such amounts.


 




    	 



    	 



    

 


Maximum Leverage Ratio: 3.00 to 1.00
as of the end of any fiscal quarter.


 


		III.	Section 8.2.17 – Minimum Interest Coverage Ratio







		A)	Consolidated EBITDA (Line II.B.4, above)



$________________


 


		B)	Consolidated Interest Expense



$________________


 


		1.	Minimum Interest Coverage Ratio (Line III.A divided by Line III.B): ____ to 1.00



 


Minimum Required: 3.50 to 1.00 as
of the end of each fiscal quarter for the four (4) fiscal quarters then ended.