Exhibit 10.1


 


SIXTH AMENDMENT TO CREDIT AGREEMENT


 


THIS SIXTH AMENDMENT TO CREDIT
AGREEMENT, dated as of December 9, 2022 (this “Amendment”), is entered into among RITCHIE BROS. AUCTIONEERS INCORPORATED,
a Canadian corporation (the “Company”), certain Subsidiaries of the Company identified on the signature pages hereto
as a “Borrower” (each a “Designated Borrower” and, together with the Company, the “Borrowers”
and each a “Borrower”), the Guarantors identified on the signature pages hereto, the Existing Lenders (as defined
below), the New Term A Loan Lenders (as defined below), the L/C Issuers and Swing Line Lenders party hereto, and BANK OF AMERICA, N.A.,
as administrative agent (the “Administrative Agent”), U.S. Swing Line Lender and an L/C Issuer. Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).


 


RECITALS


 


A.            WHEREAS,
the Borrowers, the Guarantors, the Lenders and the Administrative Agent entered into that certain Credit Agreement dated as of October 27,
2016 (as amended, restated, amended and restated, supplemented and/or modified from time to time prior to the Sixth Amendment Effective
Date, the “Credit Agreement”);


 


B.            WHEREAS,
the Borrower has requested (i) first, the Credit agreement to be amended as set forth in Section 1 below (the Credit Agreement
as so amended, the “Effective Date Amended Credit Agreement”), (ii) second, New Term A Loan Commitments (as defined
in the Effective Date Amended Credit Agreement) in an aggregate principal amount equal to $1,825,000,000 and (iii) third, the Effective
Date Amended Credit Agreement to be amended as set forth in Section 2 below (the Effective Date Amended Credit Agreement as so amended,
the “Closing Date Amended Credit Agreement”);


 


C.            WHEREAS,
the Lenders party hereto that are party to the Credit Agreement (such Lenders, the “Existing Lenders”) constitute
100% of the Lenders under the Credit Agreement;


 


D.            WHEREAS,
the Persons set forth on Schedule 2.01 under the heading “New Term A Loan Lenders” (the “New Term A Loan
Lenders”) have agreed, on the terms and subject to the conditions set forth herein, to provide the New Term Loan A Commitments.


 


E.            NOW
THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, each of the parties hereto agree as follows.


 


AGREEMENT


 


1.            Effective
Date Amendments. Subject solely to the conditions set forth in Section 3 below, on and as of the Sixth Amendment Effective Date
(as defined below):


 


(a)            The
Credit Agreement is hereby amended to read in the form attached hereto as Annex A.


 






     


     


    

 


(b)            Schedule
2.01 is hereby amended to read in the form of Schedule 2.01 attached hereto.


 


(c)            Notwithstanding
anything set forth in the Credit Agreement or the Effective Date Amended Credit Agreement to the contrary, the parties hereto agree that
all Eurocurrency Rate Loans (as defined in the Credit Agreement) denominated in Dollars outstanding under the Credit Agreement as of
the date hereof (collectively, the “Existing US LIBO Rate Loans”) may remain outstanding under the Effective Date
Amended Credit Agreement as Eurocurrency Rate Loans until the expiration of the current Interest Period applicable to such Existing US
LIBO Rate Loans, at which time such Existing US LIBO Rate Loans shall be converted in full (the “Specified Conversion”)
to Adjusted Term SOFR Loans with a one-month Interest Period effective as of the expiration date of such current Interest Period. Any
such Existing US LIBO Rate Loans shall continue to be governed by the relevant provisions of the Credit Agreement (as in effect immediately
prior to the effectiveness of the Effective Date Amended Credit Agreement) applicable to Eurocurrency Rate Loans denominated in Dollars
until the earlier of (x) the repayment of such Loans and (y) the conversion of such Loans to Adjusted Term SOFR Loans pursuant
to the Specified Conversion.


 


2.            Closing
Date Amendments. Subject solely to the conditions set forth in Section 4 below, on and as of the Sixth Amendment Closing Date
(as defined below):


 


(a)            The
Effective Date Amended Credit Agreement is hereby amended to read in the form attached hereto as Annex B.


 


(b)            Each
of Schedule 1.01(a), Schedule 7.01, Schedule 7.02 and Schedule 7.03 is hereby amended to read in the form
of Schedule 1.01(a), Schedule 7.01, Schedule 7.02 and Schedule 7.03 attached hereto, respectively.


 


(c)            All
of the outstanding Delayed Draw Term Loans held by the Existing Lenders shall be converted to and deemed to be New Term A Loans (the
 “Converted New Term A Loans”) and such Converted New Term A Loans and the New Term A Loans borrowed on the Sixth Amendment
Closing Date shall constitute a single tranche of Term Loans.


 


3.            Conditions
Precedent to Sixth Amendment Effective Date. This Amendment and the amendments to the Credit Agreement described in Section 1
hereof and the New Term A Loan Commitments of the New Term A Lenders shall in each case be effective upon satisfaction or waiver of the
following conditions precedent (the date on which such conditions precedent are satisfied or waived, the “Sixth Amendment Effective
Date”):


 


(a)            Amendment.
Receipt by the Administrative Agent of executed counterparts of this Amendment properly executed by each of the Loan Parties, the Existing
Lenders, the New Term A Loan Lenders, the Administrative Agent, the L/C Issuers and the Swing Line Lenders.


 


(b)            Opinions
of Counsel. Receipt by the Administrative Agent of customary favorable opinions of legal counsel to the Loan Parties (or, with respect
to each Loan Party incorporated or organized in Australia, the Netherlands, Ireland or England and Wales, of legal counsel
to the Administrative Agent), addressed to the Administrative Agent and each Lender and dated as of the Sixth Amendment Effective Date.


 






     


     


    

 


(c)            Organization
Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following:


 


(i)            copies
of the up-to-date Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate
Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a
secretary or assistant secretary or (where customary) a director of such Loan Party to be true, correct and in effect as of the Sixth
Amendment Effective Date;


 


(ii)            such
customary certificates of resolutions or other customary incumbency certificates of Responsible Officers of each Loan Party as the Administrative
Agent may require evidencing the identity, authority, capacity and specimen signatures of each Responsible Officer thereof authorized
to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party;


 


(iii)            with
respect to each Loan Party incorporated or organized in the Netherlands, Mexico or England and Wales, resolutions signed by all holders
of the issued shares or equity interests, as the case may be, of such Loan Party, authorizing and approving such Loan Party’s execution,
delivery and performance of this Amendment and the other Loan Documents to which it is party, if applicable;


 


(iv)            with
respect to each Loan Party incorporated in England and Wales, a copy of any change of name certificates, if applicable;


 


(v)            with
respect to each Loan Party incorporated in England and Wales, a formalities certificate signed by a director or authorized signatory,
confirming that borrowing or guaranteeing, as appropriate, the total aggregate Commitments would not cause any borrowing, guaranteeing
or similar limit binding on such Loan Party to be exceeded; and that each copy document relating to it specified in this Amendment is
correct, complete and in full force as at a date no earlier than the date of this Amendment; and


 


(vi)            to
the extent applicable under applicable Law, such customary documents and customary certifications as the Administrative Agent may reasonably
require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage
in business in its jurisdiction of organization or formation (including, without limitation, in the case of any Loan Party incorporated
or organized in the Netherlands, an up-to-date extract of the registration of such Loan Party in the trade register of the Dutch Chamber
of Commerce).


 






     


     


    

 


(d)            KYC
Information.


 


(i)            Upon
the reasonable written request of any Lender made at least ten (10) days prior to the date hereof, each Borrower shall have provided
to such Lender the documentation and other information so requested in connection with applicable “know your customer” and
anti-money-laundering rules and regulations, including the PATRIOT Act and the Canadian AML Acts, in each case at least three (3) days
prior to the date hereof.


 


(ii)            Upon
the written request of any Lender made at least ten (10) days prior to the date hereof, if any Borrower qualifies as a “legal
entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to
such Borrower, in each case at least three (3) days prior to the date hereof.


 


4.            Conditions
Precedent to Sixth Amendment Closing Date. The amendments to the Effective Date Amended Credit Agreement described in Section 2
hereof and the obligations of the New Term Loan A Lenders to fund New Term A Loans on the Sixth Amendment Closing Date and the obligations
of the Revolving Lenders to fund any Sixth Amendment Closing Date Revolver Draw, in each case shall be effective solely upon satisfaction
(or waiver by the Revolving Lenders or the New Term A Lenders) of the following conditions precedent, in each case subject in all respects
to the Certain Funds Provision (as defined below) (the date on which such conditions precedent are satisfied or waived, the “Sixth
Amendment Closing Date”):


 


(a)            Purchase
Agreement. The IAA Acquisition (as defined in the Closing Date Amended Credit Agreement) shall have been consummated or shall be
consummated substantially simultaneously with the funding of the New Term A Loans and the Sixth Amendment Closing Date Revolver Draw
in accordance in all material respects with the terms of the IAA Purchase Agreement (as defined in the Closing Date Amended Credit Agreement)
without any amendment, modification or waiver thereof or any consent thereunder that is materially adverse to the Revolving Lenders or
the New Term A Lenders (in each case, in its capacity as such) without the prior written consent of the Revolving Lenders or the New
Term A Lenders (such consent not to be unreasonably withheld, delayed or conditioned and provided that a Revolving Lender or New Term
A Lender shall be deemed to have consented to such amendment, modification, waiver or consent unless it has objected thereto within two
(2) business days after written notice or receipt by such Revolving Lender or New Term A Lender of such amendment, modification,
waiver or consent); provided that (i) a reduction in the consideration payable under the IAA Purchase Agreement of less than
10% shall not be deemed to be materially adverse to the interests of the Revolving Lenders or the New Term A Lenders; provided further
that such reduction is applied 100% to reduce the Senior Secured Bridge Facility (as defined in the Closing Date Amended Credit Agreement),
if applicable, (ii) an increase in such purchase price or consideration amount shall not be deemed to be materially adverse to the
Revolving Lenders or the New Term A Lenders if such increase is not funded with Indebtedness for borrowed money; provided in the
cases of clause (i) and (ii) that no purchase price, working capital or similar adjustment provisions set forth
in the IAA Purchase Agreement shall constitute a reduction or increase in the purchase price or consideration, and (iii) any change
to the definition of “Company Material Adverse Effect” as defined in the IAA Purchase Agreement shall be deemed to be materially
adverse to the Revolving Lenders and the New Term A Lenders.


 






     


     


    

 


(b)            Refinancing.
The (i) repayment or redemption in full of IAA, Inc.’s existing 5.50% senior notes due 2027 governed by that certain
Indenture, dated as of June 6, 2019, among IAA Spinco Inc. (n/k/a IAA, Inc.), as the company, the guarantors party thereto
and the trustee party thereto and (ii) repayment in full of IAA, Inc.’s existing credit facilities under that certain
Credit Agreement, dated as of April 30, 2021, among IAA, Inc., the lenders and issuing lenders party thereto from time to time
and JPMorgan Chase Bank, N.A., as administrative agent, in each case shall have occurred or shall occur substantially concurrently with
the occurrence of the funding of the New Term A Loans.


 


(c)            Representations
and Warranties. (i) The IAA Purchase Agreement Representations (as defined below) shall be true and correct in all material
respects; provided that, for the avoidance of doubt, this clause (i) shall only be a condition to the extent the Company
has (or an Affiliate of the Company has) the right (taking into account any applicable cure provisions) to terminate its (or their)
obligations under the IAA Purchase Agreement or the right to decline to consummate the IAA Acquisition (in each case, in accordance
with the terms of the IAA Purchase Agreement) as a result of the failure of such representations and warranties to be accurate and
(ii) the Specified Representations (as defined below) shall be true and correct in all material respects (without duplication
of any materiality qualifier set forth therein). “Purchase Agreement Representations” shall mean representations
and warranties made by IAA, Inc. or its Subsidiaries in the IAA Purchase Agreement as are material to the interests of the
Revolving Lenders or the New Term A Lenders (in their capacities as such), but only to the extent that the Company has (or an
Affiliate of the Company has) the right (taking into account any applicable cure provisions) to terminate, its (or their)
obligations under the IAA Purchase Agreement as a result of the failure of such representations and warranties to be accurate or the
right to decline to consummate the IAA Acquisition (in each case, in accordance with the terms thereof) due to the failure of such
representations and warranties to be accurate. “Specified Representations” shall mean the representations and
warranties made with respect to the Loan Parties in the following sections and clauses of the Closing Date Amended Credit Agreement:
subclause (a) of Section 5.01 (other than with respect to organization, formation, or good standing), subclause
(b)(ii) of Section 5.01 (other than with respect to governmental licenses, authorizations, consents and approvals),
lead-in of Section 5.02, subclause (a) of Section 5.02 (only as it relates to the entering into and performing of the
applicable Loan Documents), subclause (b)(i) of Section 5.02 (solely with respect to the Existing 2025 Notes, the Senior
Notes and the Senior Secured Bridge Facility (in each case, if applicable)), Section 5.04, Section 5.14, Section 5.16
(solely with respect to the use of proceeds of the New Term A Loans and any Sixth Amendment Closing Date Revolving Draw not being in
violation of the PATRIOT Act, OFAC, the U.S. Foreign Corrupt Practices Act, the Canadian AML Acts, the United Nations Act (Canada),
the Corruption of Foreign Public Officials Act (Canada), Part II.1 of the Criminal Code (Canada) and the Special Economic
Measures Act (Canada) and other applicable anti-terrorism, anti-money laundering and anti-corruption laws); Section 5.18 (after
giving effect to the consummation of the IAA Acquisition Transactions (as defined in the Closing Date Amended Credit
Agreement)), and Section 5.19 (subject to the Certain Funds Provision).


 






     


     


    

 


(d)            IAA
Joinder Documentation.


 


(i)            Solely
with respect to the entities acquired in the IAA Acquisition that the Company elects to become a Loan Party under the Closing Date Amended
Credit Agreement (the “New Loan Parties”), receipt by the Administrative Agent of a Joinder Agreement and/or a Designated
Borrower Joinder Agreement, as applicable (the “IAA Joinder”).


 


(ii)            Receipt
by the Administrative Agent of customary favorable opinions of legal counsel to the New Loan Parties (or, with respect to each New Loan
Party incorporated or organized in Australia, the Netherlands, Ireland or England and Wales or other jurisdictions in which opinions
are customarily delivered by agent’s counsel, of legal counsel to the Administrative Agent), in each case addressed to the Administrative
Agent and each Lender and dated as of the Sixth Amendment Closing Date and relating solely to the joinder of such New Loan Party.


 


(iii)            New
Loan Party Organization Documents.


 


a.            copies
of the up-to-date Organization Documents of each New Loan Party certified to be true and complete as of a recent date by the appropriate
Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a
secretary or assistant secretary or (where customary) a director of such New Loan Party to be true, correct and in effect as of the Sixth
Amendment Closing Date;


 


b.            such
customary certificates of resolutions or other customary incumbency certificates of Responsible Officers of each New Loan Party as the
Administrative Agent may require evidencing the identity, authority, capacity and specimen signatures of each Responsible Officer thereof
authorized to act as a Responsible Officer in connection with the applicable IAA Joinder and the other Loan Documents to which such New
Loan Party is a party; provided that any such certificates shall not include any representations or statement as to the absence (or existence)
of any Default or Event of Default or a bring-down of representations and warranties;


 


c.            with
respect to each New Loan Party incorporated or organized in the Netherlands, Mexico or England and Wales (if applicable), resolutions
signed by all holders of the issued shares or equity interests, as the case may be, of such New Loan Party, authorizing and approving
such New Loan Party’s execution, delivery and performance of the applicable IAA Joinder and the other Loan Documents to which it
is party, if applicable;


 






     


     


    

 


d.            with
respect to each New Loan Party incorporated in England and Wales (if applicable), a copy of any change of name certificates, if applicable;


 


e.            with
respect to each New Loan Party incorporated in England and Wales (if applicable), a formalities certificate signed by a director or authorized
signatory, confirming that borrowing or guaranteeing, as appropriate, the total aggregate Commitments would not cause any borrowing,
guaranteeing or similar limit binding on such New Loan Party to be exceeded; and that each copy document relating to it specified in
this Amendment is correct, complete and in full force as at a date no earlier than the Sixth Amendment Closing Date; and


 


f.            to
the extent applicable under applicable Law, such customary documents and customary certifications as the Administrative Agent may reasonably
require to evidence that each New Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to
engage in business in its jurisdiction of organization or formation (including, without limitation, in the case of any New Loan Party
incorporated or organized in the Netherlands (if applicable), an up-to-date extract of the registration of such Loan Party in the trade
register of the Dutch Chamber of Commerce).


 


(e)            Solvency
Certificate. A solvency certificate substantially in the form of Annex C hereto.


 


(f)            Collateral.
All documents and instruments required to create and perfect the Administrative Agent’s security interests in the Collateral
(as defined in the Closing Date Amended Credit Agreement) under the Closing Date Amended Credit Agreement, which shall be, if
applicable, in proper form for filing (provided that it is understood that (A) other than with respect to any UCC Filing
Collateral or Stock Certificates (each as defined below), to the extent any Collateral is not or cannot be delivered, or a security
interest in any Collateral cannot be perfected, on the Sixth Amendment Closing Date after the Company’s use of commercially
reasonable efforts to do so without undue burden or expense, then the delivery of, and/or perfection of a security interest in, such
Collateral shall not constitute a condition precedent to the Sixth Amendment Closing Date, but such Collateral shall instead be
required to be delivered, or a security interest in such Collateral to be perfected within 90 days after the Sixth Amendment
Closing Date (subject to extensions reasonably agreed to by the Administrative Agent) (other than, in the case of IAA, Inc. and
its subsidiaries, with respect to any such certificate in which a security interest may be perfected by delivery thereof that has
not been made available to you at least two (2) Business Days (as defined in the IAA Purchase Agreement) prior to the Sixth
Amendment Closing Date, to the extent the Company has used commercially reasonable efforts to procure delivery thereof, without
undue burden or expense and to the extent not in violation of the IAA Purchase Agreement, in which case, such stock or equivalent
certificate may instead be delivered within five (5) Business Days after the Sixth Amendment Closing Date (subject to
extensions reasonably agreed to by the Administrative Agent), (B) with respect to perfection of security interests in
UCC Filing Collateral, the Company’s sole obligation shall be to deliver, or cause to be delivered, necessary Uniform
Commercial Code (“UCC”) or PPSA financing statements to the Administrative Agent in proper form for filing in the
relevant US state or commonwealth UCC filing office(s) or other similar Canadian filing office and to authorize and to cause
the applicable grantor to authorize the Administrative Agent to file such UCC or PPSA financing statements and (C) with respect
to perfection of security interests in Stock Certificates, the Company’s sole obligation shall be, subject to clause
(A) of this parenthetical, to deliver to the Administrative Agent or its legal counsel Stock Certificates together with
undated stock powers executed in blank (the foregoing clauses (A), (B) and (C), the “Certain Funds
Provision”)). For purposes hereof, (1) “UCC Filing Collateral” means Collateral consisting of
assets of the Loan Parties for which a security interest can be perfected by filing a UCC or PPSA financing statement,
(2) “Stock Certificates” means Collateral consisting of stock certificates representing capital stock or
other equity interests of IAA, Inc. and its material, wholly-owned subsidiaries and the other material, wholly-owned
subsidiaries of the Company organized under the laws of any state, province, territory or other political subdivision of the United
States of America or Canada that is, in each case, required as Collateral pursuant to the Closing Date Amended Credit Agreement and
delivery of which is sufficient to perfect a security interest therein and, in the case of Stock Certificates of IAA, Inc. and
its Subsidiaries, which have been delivered to you under the IAA Purchase Agreement), and


 






     


     


    

 


(g)            Loan
Notice. The Administrative Agent shall have received a Loan Notice with respect to the New Term A Loans and any Sixth Amendment Closing
Date Revolver Draw; provided that any such notice shall not include any representations or statement as to the absence (or existence)
of any Default or Event of Default or a bring-down of representations and warranties.


 


(h)            Financial
Statements. The Administrative Agent shall have received (i) GAAP (in all material respects) audited consolidated balance
sheets of the Company for the two most recently completed fiscal years, and related audited consolidated statements of income and
cash flows of the Company for the three most recently completed fiscal years ended at least 90 days prior to the Sixth Amendment
Closing Date (and the related audit reports), (ii) GAAP (in all material respects and subject to the absence of footnote
disclosures and year-end audit adjustments) unaudited consolidated balance sheets and related consolidated statements of income and
cash flows of the Company for each subsequent fiscal quarter (other than the fourth quarter of any fiscal year) subsequent to the
last fiscal year for which financial statements were prepared pursuant to the preceding clause (i) and ended at least 45 days
prior to the Sixth Amendment Closing Date (and the corresponding period of the preceding fiscal year), (iii) audited
consolidated balance sheets, statements of income and cash flows for the business being acquired by the Company and its subsidiaries
in the IAA Acquisition (as determined pursuant to Rule 3-05 and Article 11-01(d) of Regulation S-X under the
Securities Act of 1933, as amended) (the “Acquired Business”) for the most recent two fiscal years ended at least
90 days prior to the Sixth Amendment Closing Date (and the related audit reports), including the notes thereto, prepared in
accordance with GAAP in all material respects it being agreed that multiple consolidated or combined audited financial statements
covering such Acquired Business may be used, and (iv) GAAP (in all material respects and subject to the absence of
footnote disclosures and year-end audit adjustments) unaudited consolidated or combined balance sheets and related statements of
income and cash flows of the Acquired Business for the subsequent interim period ended with the most recent fiscal quarter (other
than the fourth quarter of any fiscal year) subsequent to the last fiscal year for which financial statements were prepared pursuant
to the preceding clause (iii) and ended at least 45 days prior to the Sixth Amendment Closing Date (and the
corresponding period of the preceding fiscal year), including the notes thereto, it being agreed that multiple consolidated or
combined unaudited financial statements covering such Acquired Business may be used; provided that, for the avoidance of
doubt, the Administrative Agent acknowledges that it has received the information and documents required by clause
(i) of this paragraph (h) for the fiscal years ended December 31, 2019, 2020 and 2021, clause
(ii) of this paragraph (h) for the fiscal quarters ended March 31, 2022 and June 30, 2022, clause
(iii) of this paragraph (h) for the fiscal years ended December 27, 2020 and January 2, 2022, and clause
(iv) of this paragraph (h) for the fiscal quarters ended April 3, 2022 and July 3, 2022. It is
understood and agreed that the condition set forth in this paragraph (h), (x) may be satisfied by furnishing the
applicable financial statements on Form 10-K or 10-Q, as applicable, filed with the Securities and Exchange Commission and
(y) shall be deemed to have been delivered on the earliest date on which (i) the Company or the Acquired Business, as
applicable, posts such documents, or provides a link thereto, on the Company’s or the Acquired Business’, as applicable,
website on the internet, (ii) such documents are posted on the Company’s or the Acquired Business’ behalf on
IntraLinks/IntraAgency or another website to which the Revolving Lenders or the New Term A Lenders have access, or (iii) such
financial statements and/or documents are posted on the SEC’s website on the internet at www.sec.gov.


 






     


     


    

 


(i)            KYC
Information. The Administrative Agent shall have received, at least three Business Days (as defined in the IAA Purchase Agreement)
prior to the Sixth Amendment Closing Date, all documentation and other information about the Loan Parties required by regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation,
(a) the PATRIOT Act and the Canadian AML Acts, and (b) to the extent a Borrower qualifies as a “legal entity customer”
under the Beneficial Ownership Regulation, a customary FinCEN beneficial ownership certificate, in each case, that has been reasonably
requested in writing by the Revolving Lenders or the New Term A Lenders at least 10 Business Days (as defined in the IAA Purchase Agreement)
prior to the Sixth Amendment Closing Date.


 


(j)            No
Company Material Adverse Effect. No Company Material Adverse Effect (as defined in the IAA Purchase Agreement) shall have occurred
since the date of the IAA Purchase Agreement that is continuing.


 


(k)            Fees.
All fees required to be paid by the Company on the Sixth Amendment Closing Date pursuant to the Closing Date Amended Credit
Agreement or one or more fee letters among the Company, the Lead Arrangers and/or the New Term A Lenders shall, upon the funding of
the New Term A Loans, have been paid, or will be substantially simultaneously paid (which amounts may be offset against the proceeds
of the New Term A Loans, the Sixth Amendment Closing Date Revolver Draw or any other Sixth Amendment Closing Date
Financing).


 






     


     


    

 


(l)            Expenses.
The Borrowers shall have paid all reasonable and documented out-of-pocket expenses (including, but not limited to, (i) expenses
of the Lead Arrangers’ due diligence investigation, (ii) syndication expenses, and (iii) travel expenses but limited,
in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and charges of Latham & Watkins
LLP, and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting
in multiple jurisdictions)) owed by the Borrowers to the Lead Arrangers, Administrative Agent, Revolving Lenders and New Term A Lenders
to the extent invoiced (together with customary backup documentation in reasonable detail) at least two (2) Business Days (as defined
in the IAA Purchase Agreement) prior to the Sixth Amendment Closing Date (which amounts may be offset against the proceeds of the New
Term A Loans, the Sixth Amendment Closing Date Revolver Draw or any other Sixth Amendment Closing Date Financing).


 


5.            Post-Closing
Covenant. Ritchie Bros. Auctioneers (Canada) Ltd. and Ritchie Bros. Properties Ltd. each covenants and agrees that it shall deliver
or cause to be delivered to the Administrative Agent (or its counsel), all in form and substance reasonably satisfactory to the Administrative
Agent, within sixty (60) days after the Sixth Amendment Closing Date (or such later date as the Administrative Agent may agree in writing
in its reasonable discretion): (a) a deed of hypothec by Ritchie Bros. Auctioneers (Canada) Ltd. and Ritchie Bros. Properties Ltd.
in favour of the Administrative Agent, as hypothecary representative for the benefit of the holders of the Obligations, and all registrations
in the Province of Quebec required to perfect the security interests thereunder and (b) substantially the same documentation required
pursuant to Sections 4.01(ii) and (iii) of the Closing Date Amended Credit Agreement with respect to such Loan Parties.


 


6.            New
Term Loan A LendersNew Term A Loan Lenders. (a)


 


(a)            As
of the Sixth Amendment Effective Date and immediately after the effectiveness of the amendments to the Credit Agreement set forth in
Section 1 hereof, each New Term A Loan Lender party hereto hereby (x) commits to provide New Term A Loans in the aggregate
principal amount set forth opposite its name on Schedule 2.01 attached hereto to the New Term A Loan Borrowers (as defined in
the Closing Date Amended Credit Agreement) in Dollars and/or Canadian Dollars on the Sixth Amendment Closing Date subject solely to the
satisfaction or waiver of the conditions set forth in Section 4 hereof and (y) has a New Term Loan A Commitment as set forth
opposite its name on Schedule 2.01 hereto. On the Sixth Amendment Effective Date, the aggregate principal amount of New Term A
Loan Commitments of all New Term A Loan Lenders is $1,825,000,000.


 






     


     


    

 


(b)            Each
New Term A Loan Lender (A) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Effective
Date Amended Credit Agreement and the Closing Date Amended Credit Agreement, (ii) it meets all the requirements to be an assignee
under Section 11.06(b) of the Effective Date
Amended Credit Agreement and the Closing Date Amended Credit Agreement, (iii) from and after the Sixth Amendment Effective Date,
it shall be bound by the provisions of this Amendment and the Effective Date Amended Credit Agreement as a Lender thereunder and, to
the extent of its Commitments, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Effective Date
Amended Credit Agreement and the Closing Date Amended Credit Agreement and has received or has been accorded the opportunity to receive
copies of the most recent financial statements delivered pursuant to Section 7.01 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 Amendment, (vi) 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 Amendment and to provide its Commitments,
and (vii) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of
the Effective Date Amended Credit Agreement, duly completed and executed by the New Term A Loan Lender, and (B) agrees that (i) it
will, independently and without reliance upon 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.


 


(c)            The
Loan Parties, the Administrative Agent, each Existing Lender, each L/C Issuer and each Swing Line Lender agree that, as of the Sixth
Amendment Effective Date, each New Term A Loan Lender shall (i) be a party to this Amendment and the Effective Date Amended Credit
Agreement and the other Loan Documents, (ii) be a “Lender” for all purposes of the Effective Date Amended Credit Agreement
and the other Loan Documents, and (iii) have the rights and obligations of a Lender under the Effective Date Amended Credit Agreement
and the other Loan Documents.


 


(d)            The
applicable address, facsimile number and electronic mail address of each New Term A Loan Lender for purposes of Section 11.02 of
the Credit Agreement are as set forth in such New Term A Lender’s Administrative Questionnaire delivered by such New Term A Loan
Lender to the Administrative Agent on or before the date hereof or to such other address, facsimile number and electronic mail address
as shall be designated by such New Term Loan A Lender in a notice to the Administrative Agent.


 


7.            Existing
Lender. The Existing Lenders hereby acknowledge and consent to the amendments set forth herein and in the Effective Date Amended
Credit Agreement and Closing Date Amended Credit Agreement.


 


8.            Effect
of the Amendment. On and after the Sixth Amendment Effective Date, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”,
 “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Effective Date
Amended Credit Agreement. On and after the Sixth Amendment Closing Date, each reference in the Credit Agreement to “this Agreement”,
 “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and
each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or
words of like import referring to the Credit Agreement, shall mean and be a reference to the Closing Date Amended Credit Agreement.
Except for the consent, waiver, amendments and modifications expressly set forth herein, the Credit Agreement and the other Loan
Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed and this Amendment shall not be
considered a novation.


 






     


     


    

 


9.            Ratification
of Credit Agreement; Reaffirmation.


 


(a)            Each
Loan Party acknowledges and consents to the terms set forth herein and agrees that this Amendment does not impair, reduce or limit any
of its obligations under the Loan Documents. Each Loan Party hereby confirms its obligation under each Loan Document to which it is a
party and agrees that, after giving effect to this Amendment, neither the modification of the Credit Agreement or any other Loan Document
effected pursuant to this Amendment, nor the execution, delivery, performance or effectiveness of this Amendment or any other Loan Document
impairs the validity or effectiveness of any Loan Document to which it is a party or impairs the validity, effectiveness or priority
of the Liens granted pursuant to any other Loan Document to which it is a party or by which it is otherwise bound.


 


(b)            For
purposes of this paragraph 9(b), the term “Obligor” means each of the Loan Parties identified on Schedule I hereto,
and the term “Existing Security Agreement” means the Security and Pledge Agreement, dated as of May 31, 2017, among
the Obligors party thereto and the Administrative Agent, (i) as amended and supplemented by the Joinder Agreement, dated as of December 31,
2020, by and between Rouse Services LLC, Rouse Appraisals LLC, Rouse Sales LLC and Rouse Analytics LLC, each a California limited liability
company, and the Administrative Agent, and (ii) the Joinder Agreement, dated as of December 2, 2021, by and between SmartEquip, Inc.,
a Delaware corporation, and the Administrative Agent. To secure the prompt payment and performance in full when due, whether by lapse
of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations (as defined in the Existing Security Agreement),
each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations (as defined in the
Existing Security Agreement) a continuing security interest in, any and all right, title and interest of such Obligor in and to all of
the Collateral (as defined in the Existing Security Agreement), whether now owned or existing or owned, acquired, or arising hereafter.


 


10.            Authority/Enforceability.
Each Loan Party represents and warrants as follows:


 


(a)            It
has taken all necessary action to authorize the execution, delivery and performance of this Amendment.


 


(b)            This
Amendment has been duly executed and delivered by such Loan Party and constitutes such Loan Party’s legal, valid and binding obligations,
enforceable in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles
of equity and principles of good faith and fair dealing.


 






     


     


    

 


(c)            No
approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other
Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party
of this Amendment (a) other than those that have already been obtained and are in full force and effect, and (b) except to
the extent that the failure to obtain or make such approval, consent, exemption, authorization, registration, action, notice or filing
would not reasonably be expected to have a Material Adverse Effect.


 


(d)            The
execution, delivery and performance of this Amendment does not (i) contravene the terms of any of such Loan Party’s Organization
Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens)
under (A) any material Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the properties
of such Loan Party or any of its Subsidiaries or (B) any material order, injunction, writ or decree of any Governmental Authority
or any arbitral award to which such Loan Party or its property is subject, in each case, except to the extent any such conflict, breach
or contravention would not reasonably be expected to have a Material Adverse Effect or (iii) violate any applicable Law, except
to the extent any such violation would not reasonably be expected to have a Material Adverse Effect.


 


11.            Representations
and Warranties of the Borrowers. Each Borrower represents and warrants that on the date hereof after giving effect to this Amendment
(a) the representations and warranties of the Loan Parties set forth in Article V of the Effective Date Amended Credit Agreement
are true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse
Effect, it shall be true and correct) on and as of the date hereof, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they were true and correct in all material respects (or if such representation and warranty is
qualified by materiality or Material Adverse Effect, it was true and correct) as of such earlier date, and (b) no Default exists.
Each Japanese Borrower represents and warrants that, as of the date hereof, it falls under either one of the companies listed in Article 2,
Paragraph 1 of the Act on Specified Commitment Line Contract of Japan (Act No. 4 of 1999) at the time of its execution of this Amendment.


 


12.            Counterparts/Facsimile.
This Amendment is a Loan Document. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered
shall be deemed an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts of this
Amendment by facsimile or pdf shall be effective as an original. Section 11.17 of the Credit Agreement is incorporated herein
by reference thereto.


 


13.            GOVERNING
LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Sections 11.14(b), (c) and (d) and Section 11.15
of the Credit Agreement are incorporated herein by reference thereto.


 


[remainder of page intentionally left blank]


 






     


     


    

 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed as of the date first above written.


 


	BORROWERS
    AND GUARANTORS:	RITCHIE
    BROS. AUCTIONEERS INCORPORATED, a Canadian corporation, as a Borrower and a Guarantor



 


	 	By:	/s/ Eric Jacobs
	 	Name:	Eric Jacobs
	 	Title:	Chief Financial Officer



 


	 	 
	 	RITCHIE
    BROS. AUCTIONEERS (CANADA) LTD., a Canadian corporation, as a Borrower and a Guarantor



 


	 	By:	/s/ Eric Jacobs
	 	Name:	Eric Jacobs
	 	Title:	President



 


	 	RITCHIE
    BROS. HOLDINGS LTD., a Canadian corporation, as a Borrower and a Guarantor



 


	 	By:	/s/ Eric Jacobs
	 	Name:	Eric Jacobs
	 	Title:	President



 


	 	RITCHIE
    BROS. PROPERTIES LTD., a Canadian corporation, as a Borrower and a Guarantor



 


	 	By:	/s/ Eric Jacobs
	 	Name:	Eric Jacobs
	 	Title:	President



 


	 	ROUSE
    SERVICES CANADA LTD., a Canadian corporation, as a Borrower and a Guarantor



 


	 	By:	/s/ Eric Jacobs
	 	Name:	Eric Jacobs
	 	Title:	President


 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	BORROWERS
    AND GUARANTORS:	RITCHIE
    BROS. AUCTIONEERS (AMERICA) INC., a Washington corporation, as a Borrower and a Guarantor



 


	 	By: 	/s/ Timothy Kirschbaum
	 	Name:	Timothy Kirschbaum
	 	Title:	Secretary and Treasurer



 


	 	RITCHIE
    BROS. HOLDINGS INC., a Washington corporation, as a Borrower and a Guarantor



 


	 	By:	/s/ Timothy Kirschbaum
	 	Name:	Timothy Kirschbaum
	 	Title:	Secretary and Treasurer



 


	 	RITCHIE
    BROS. PROPERTIES INC., a Washington corporation, as a Borrower and a Guarantor



 


	 	By:	/s/ Timothy Kirschbaum
	 	Name:	Timothy Kirschbaum
	 	Title:	Secretary and Treasurer


 





 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	BORROWERS
    AND GUARANTORS:	RITCHIE BROS. HOLDINGS B.V., a
private company with limited liability (besloten vennootschap) incorporated under the laws of The Netherlands, as a Borrower and
a Guarantor



 


	 	By:	/s/ Johannes Kornelis de Schipper
	 	Name:	Johannes Kornelis de Schipper
	 	Title:	Attorney-in-Fact



 


	 	RITCHIE BROS. PROPERTIES B.V., a
    private company with limited liability (besloten vennootschap) incorporated under the laws of The Netherlands, as a Borrower and
    a Guarantor



 


	 	By:	/s/ Johannes Kornelis de Schipper
	 	Name:	Johannes Kornelis de Schipper
	 	Title:	Attorney-in-Fact



 


	 	RITCHIE BROS. B.V., a private
company with limited liability (besloten vennootschap) incorporated under the laws of The Netherlands, as a Borrower and a Guarantor



 


	 	By:	/s/ Johannes Kornelis de Schipper
	 	Name:	Johannes Kornelis de Schipper
	 	Title:	Attorney-in-Fact



 


	 	RITCHIE BROS. SHARED SERVICES B.V., a
    private company with limited liability (besloten vennootschap) incorporated under the laws of The Netherlands, as a Borrower and
    a Guarantor



 


	 	By:	/s/ Johannes Kornelis de Schipper
	 	Name:	Johannes Kornelis de Schipper
	 	Title:	Attorney-in-Fact


 


[Signature Page to Sixth Amendment]


 






     


     


    

 


BORROWERS AND GUARANTORS:


 


	SIGNED
    for and on behalf of RITCHIE BROS. AUCTIONEERS PTY. LTD. (ACN 080 895 898), as a
    Borrower and a Guarantor, by its attorney Darren Jeffrey Watt under a power of attorney dated December _9_,
    2022 and the attorney declares that the attorney has not received any notice of the revocation of such power of attorney in the
    presence of:	)

    )

    )

    )

    )

    )

    )

    )

    )

    )
	 
	 	 	 
	/s/ Samantha Watt
	 	/s/ Darren Jeffrey Watt

	Signature
    of witness	 	Signature
    of attorney
	 	 	 
	Samantha Watt
	 	 
	Name
    of witness	 	 


 


	SIGNED
    for and on behalf of RITCHIE BROS. PROPERTIES PTY LTD. (ACN 080 895 772), as a Borrower
    and a Guarantor, by its attorney Darren Jeffrey Watt under a power of attorney dated December _9_, 2022
    and the attorney declares that the attorney has not received any notice of the revocation of such power of attorney in the presence
    of:	)

    )

    )

    )

    )

    )

    )

    )

    )

    )
	 
	 	 	 
	/s/ Samantha Watt
	 	/s/ Darren Jeffrey Watt

	Signature
    of witness	 	Signature
    of attorney
	 	 	 
	Samantha Watt
	 	 
	Name
    of witness	 	 


 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	BORROWERS
    AND GUARANTORS:	RITCHIE
    BROS. PROPERTIES JAPAN K.K., a Japanese corporation, as a Borrower and a Guarantor



 


	 	By:	/s/ Finlay Massey
	 	Name:	Finlay Massey
	 	Title:	Attorney-in-Fact



 


	 	RITCHIE
    BROS. AUCTIONEERS (JAPAN) KABUSHIKI KAISHA, a Japanese corporation, as a Borrower and a Guarantor



 


	 	By:	/s/ Finlay Massey
	 	Name:	Finlay Massey
	 	Title:	Attorney-in-Fact



 


	 	Signed
    by Darren Jeffrey Watt for and on behalf of RITCHIE BROS. UK LIMITED, as a Borrower and a Guarantor



 


	 	By:	/s/ Darren Jeffrey Watt
	 	Name:	Darren Jeffrey Watt
	 	Title:	Director



 


	 	Signed by Darren
    Jeffrey Watt for and on behalf of RITCHIE BROS. UK HOLDINGS LTD, as a Borrower and a Guarantor



 


	 	By:	/s/ Darren Jeffrey Watt
	 	Name:	Darren Jeffrey Watt
	 	Title:	Director


 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	 GUARANTORS:	IRONPLANET
    CANADA LTD., an Alberta corporation, as a Guarantor



 


	 	By:	/s/ Eric Jacobs
	 	Name:	Eric Jacobs
	 	Title:	President



 


	 	RITCHIE
    BROS. FINANCIAL SERVICES LTD.,

    a Canadian corporation, 

    as a Guarantor



 


	 	By:	/s/ Eric Jacobs
	 	Name:	Eric Jacobs
	 	Title:	President



 


	 	RITCHIE
    BROS. FINANCE LTD., a Canadian corporation, as a Guarantor



 


	 	By:	/s/ Eric Jacobs
	 	Name:	Eric Jacobs
	 	Title:	President



 


	 	RITCHIE
    BROS. REAL ESTATE SERVICES LTD., a Canadian corporation, as a Guarantor



 


	 	By:	/s/ Eric Jacobs
	 	Name:	Eric Jacobs
	 	Title:	President



 


	 	ASSETNATION, INC., a Delaware
    corporation, as a Guarantor



 


	 	By:	/s/ Timothy Kirschbaum
	 	Name:	Timothy Kirschbaum
	 	Title:	Secretary


 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	GUARANTORS:	IRONPLANET
    MOTORS, LLC, a Delaware limited liability company, as a Guarantor



 


	 	By:	/s/ Darren Jeffrey Watt
	 	Name:	Darren Jeffrey Watt
	 	Title:	Secretary


 


	 	IRONPLANET, INC., a Delaware
    corporation, as a Guarantor



 


	 	By:	/s/ Timothy Kirschbaum
	 	Name:	Timothy Kirschbaum
	 	Title:	Treasurer


 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	GUARANTORS:	KRUSE
    ENERGY & EQUIPMENT AUCTIONEERS, LLC a Texas limited liability company, as a Guarantor



 


	 	By:	/s/ Darren Jeffrey Watt
	 	Name:	Darren Jeffrey Watt
	 	Title:	Manager



 


	 	RBA
    HOLDINGS INC., a Delaware corporation, as a Guarantor



 


	 	By:	/s/ Timothy Kirschbaum
	 	Name:	Timothy Kirschbaum
	 	Title:	Secretary and Treasurer



 


	 	RITCHIE
    BROS. ASSET SOLUTIONS INC., a Florida corporation, as a Guarantor



 


	 	By:	/s/ Timothy Kirschbaum
	 	Name:	Timothy Kirschbaum
	 	Title:	Secretary and Treasurer



 


	 	RITCHIE
    BROS. FINANCIAL SERVICES (AMERICA) INC., a Nevada corporation, as a Guarantor



 


	 	By:	/s/ Darren Jeffrey Watt
	 	Name:	Darren Jeffrey Watt
	 	Title:	Secretary



 


	 	ROUSE
    ANALYTICS LLC, a California limited liability company, as a Guarantor



 


	 	By:	/s/ Timothy Kirschbaum
	 	Name:	Timothy Kirschbaum
	 	Title:	Secretary and Treasurer



 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	 

     

    GUARANTORS:
	ROUSE SALES LLC,

a California limited liability company,

as a Guarantor




 


	 	By:	/s/ Timothy Kirschbaum
	 	Name:	Timothy Kirschbaum
	 	Title:	Secretary and Treasurer



 


	 	ROUSE
    APPRAISALS LLC, a California limited liability company, as a Guarantor



 


	 	By:	/s/ Timothy Kirschbaum
	 	Name:	Timothy Kirschbaum
	 	Title:	Secretary and Treasurer



 


	 	ROUSE
    SERVICES LLC, a California limited liability company, as a Guarantor



 


	 	By:	/s/ Timothy Kirschbaum
	 	Name:	Timothy Kirschbaum
	 	Title:	Secretary and Treasurer



 


	 	SMARTEQUIP, INC., a Delaware
    corporation, as a Guarantor



 


	 	By:	/s/ Darren Jeffrey Watt
	 	Name:	Darren Jeffrey Watt
	 	Title:	Secretary





 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	GUARANTORS:	SALVAGESALE
    MEXICO HOLDING LLC, a Delaware limited liability company, as a Guarantor



 


	 	By:	/s/ Timothy Kirschbaum
	 	Name:	Timothy Kirschbaum
	 	Title:	Secretary and Treasurer


 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	GUARANTORS:	Signed by Darren Jeffrey Watt for
    and on behalf of IRONPLANET UK LIMITED, an English limited liability company, as a Guarantor



 


	 	By:	/s/ Darren Jeffrey Watt
	 	Name:	Darren Jeffrey Watt
	 	Title:	Director



 


	 	IRONPLANET MEXICO, S. DE R.L. DE
C.V., a Mexican sociedad de responsabilidad limitada de capital variable, as a Guarantor



 


	 	By:	/s/ Darren Jeffrey Watt
	 	Name:	Darren Jeffrey Watt
	 	Title:	Attorney-in-Fact


 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	GUARANTORS:	 
	 	 
	SIGNED
    for and on behalf of IRONPLANET LIMITED

    by its lawfully appointed attorney:	 
	 	 /s/ Darren Jeffrey Watt
	 	(Signature of attorney)
	 	 
	 	        Darren
    Jeffrey Watt
	 	(Name of attorney)
	 	 
	and	 
	 	 
	in
    the presence of:	 
	 	 
	 /s/ Elisha Andrews	 
	Witness Signature	 
	 
	 Elisha Andrews	 
	Witness Name	 
	 	 
	 2182 Bradner Road, Abbotsford V4X1C3	 
	Witness Address	 
	 	 
	 Paralegal	 
	Witness Occupation	 


 


[Signature Page to Sixth Amendment]


 



     


     


    




 


	ADMINISTRATIVE
    AGENT:	BANK
    OF AMERICA, N.A., as Administrative Agent



 


	 	By:
	/s/ David J. Smith

	 	Name:	David J. Smith
	 	Title:	Vice President


 


[Signature Page to Sixth Amendment]


 


 






     


     


    




 


	LENDERS:	BANK OF AMERICA, N.A.,
	 	as an Existing Lender, an L/C Issuer, U.S. Swing Line
    Lender and a New Term A Loan  Lender



 


	 	By:
	/s/
                           Daryl K. Hogge

	 	Name:	Daryl K. Hogge
	 	Title:	Senior Vice President


 


	 	BANK OF AMERICA, N.A., Tokyo Branch



 


	 	By:
	/s/ Ryota
                    Suzuki

	 	Name:	Ryota Suzuki
	 	Title:	Branch Manager


 


	 	BANK OF AMERICA, N.A., acting through
    its Canada branch



 


	 	By:
	/s/ Sylwia
                           Durkiewicz

	 	Name:	Sylwia Durkiewicz
	 	Title:	Vice President


 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	 	GOLDMAN SACHS BANK USA,
	 	as an Existing Lender and a New Term A Loan Lender



 


	 	By:
	/s/
                                            Rob Ehudin

	 	Name:	Rob Ehudin
	 	Title:	Authorized Signatory


 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	 	ROYAL BANK OF CANADA,
	 	as an Existing Lender, an L/C Issuer, Canadian Swing
    Line Lender and a New Term A Loan Lender



 


	 	By:
	/s/
                                            Jenny Wang

	 	Name:	Jenny Wang
	 	Title:	Authorized Signatory


 


[Signature Page to Sixth Amendment]


 


 



     


     


    

 


	 	WELLS FARGO BANK, N.A., CANADIAN
    BRANCH,
	 	as an Existing Lender, an L/C Issuer and a New Term
    A Loan Lender



 


	 	By:
	/s/
                                            Chris Sheppard 


	 	Name:	Chris Sheppard
	 	Title:	Senior Vice President


 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	 	THE BANK OF NOVA SCOTIA,
	 	as an Existing Lender and a New Term A Loan Lender



 


	 	By:
	/s/
                                            Jason Kitamura

	 	Name:	Jason Kitamura
	 	Title:	Director, National Accounts
	 	 
	 	By:
	/s/
                                       Habeeb Bamigbola

	 	Name:	Habeeb Bamigbola
	 	Title:	Associate Director, National Accounts


 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	 	EXPORT DEVELOPMENT CANADA,
	 	as an Existing Lender and a New Term A Loan Lender



 


	 	By:
	/s/
                                            Jesse Dunn

	 	Name:	Jesse Dunn
	 	Title:	Senior Associate
	 	 
	 	By:
	/s/
                                       Nivera Vasudha

	 	Name:	Nivera Vasudha
	 	Title:	Financing Manager


 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	 	CANADIAN IMPERIAL BANK OF COMMERCE,
	 	as an Existing Lender and a New Term A Loan Lender



 


	 	By:
	/s/
                                            Martin Weitbrecht

	 	Name:	Martin Weitbrecht
	 	Title:	Authorized Signatory
	 	 
	 	By:
	/s/
                                       Allan Chim

	 	Name:	Allan Chim
	 	Title:	Authorized Signatory


 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	 	MUFG BANK, LTD., CANADA BRANCH,
	 	as an Existing Lender and a New Term A Loan Lender



 


	 	By:
	/s/
                                       Shiva J. Srikantan

	 	Name:	Shiva J. Srikantan
	 	Title:	Vice President


 


	 	MUFG BANK, LTD., CHIBA BRANCH,
	 	as an Existing Lender



 


	 	By:
	/s/ [Authorized Signatory]

	 	Name:	[Authorized Signatory]
	 	Title:	[Authorized Signatory]


 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	 	TRUIST BANK,
	 	as a New Term A Loan Lender



 


	 	By:
	/s/
                                       J. Haynes Gentry III

	 	Name:	J. Haynes Gentry III
	 	Title:	Managing Director


 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as an Existing Lender and a New Term A Loan Lender



 


	 	By:
	/s/
                                            Brianne Margolin

	 	Name:	Brianne Margolin
	 	Title:	Senior Vice President


 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	 	HSBC BANK CANADA,
	 	as an Existing Lender, an L/C Issuer and a New Term
    A Loan Lender



 


	 	By:
	/s/
                                            Gunjeet Bains

	 	Name:	Gunjeet Bains
	 	Title:	Director



 


	 	By:
	/s/
                                       Todd Patchell

	 	Name:	Todd Patchell
	 	Title:	Vice President & Region Head of LargeCorporate


 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	 	CITIZENS BANK, N.A.,
	 	as an Existing Lender and a New Term A Loan Lender



 


	 	By:
	/s/
                           Janet Lee

	 	Name:	Janet Lee
	 	Title:	Managing Director


 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	 	FÉDÉRATION DES CAISSES DESJARDINS

    DU QUÉBEC,

	 	as a New Term A Loan Lender



 


	 	By:	/s/ Oliver Sumugod
	 	Name:	Oliver Sumugod
	 	Title:	Director



 


	 	By:	/s/ Matt van Remmen
	 	Name:	Matt van Remmen
	 	Title:	Managing Director



 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	 	THE TORONTO-DOMINION BANK, as a New Term A Loan Lender






 


	 	By:
	/s/
                                       Joshua Koens

	 	Name:	Joshua Koens
	 	Title:	Senior Analyst



 


	 	By:	/s/ Kathryn Gislason
	 	Name:	Kathryn Gislason
	 	Title:	Associate Vice President



 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	 	WESTPAC BANKING CORPORATION,
	 	as an Existing Lender and a New Term A Loan Lender
	 	 
	 	By:
	/s/
                                       Richard Yarnold

	 	Name:	Richard Yarnold
	 	Title:	Tier II Attorney


 


[Signature Page to Sixth Amendment]


 






     


     


    

 


	 	BANK OF MONTREAL, 
	 	as an Existing Lender
	 	 
	 	By:
	/s/
                                            Jonathan Dobranowski

	 	Name:	Jonathan Dobranowski
	 	Title:	[Authorized Signatory]



  


[Signature Page to Sixth Amendment]


 






     


     


    

 


SCHEDULE I


 


	Name
    of Obligor	Jurisdiction
    of Organization
	RITCHIE
    BROS. AUCTIONEERS (AMERICA) INC.	Washington
	RITCHIE
    BROS. HOLDINGS INC. 	Washington
	RITCHIE
    BROS. PROPERTIES INC.	Washington
	ASSETNATION, INC.	Delaware
	IRONPLANET, INC.	Delaware
	IRONPLANET
    MOTORS, LLC	Delaware
	KRUSE
    ENERGY & EQUIPMENT AUCTIONEERS, LLC	Texas
	RBA
    HOLDINGS INC.	Delaware
	RITCHIE
    BROS. ASSET SOLUTIONS INC. 	Florida
	RITCHIE
    BROS. FINANCIAL SERVICES (AMERICA) INC.	Nevada
	ROUSE
    ANALYTICS LLC	California
	ROUSE
    APPRAISALS LLC	California
	ROUSE
    SERVICES LLC	California
	ROUSE
    SALES LLC	California
	SALVAGESALE
    MEXICO HOLDING LLC	Delaware
	SMARTEQUIP, INC.	Delaware


 






     


     


    

 


Schedule 1.0l(a)


 


L/C Commitment; Swing Line
Commitments


 


L/C Commitment


 


	L/C Issuer	 	L/C Commitment	 
	Bank of America, N.A.	 	$	75,000,000.00	 
	Royal Bank of Canada	 	$	75,000,000.00	 
	Wells Fargo Bank, N.A., Canadian Branch	 	$	75,000,000.00	 
	HSBC Bank Canada	 	$	0.00	 



 


U.S. Swing Line Commitment


 


	U.S. Swing Line Lender	 	U.S. Swing Line Commitment	 
	Bank of America, N.A.	 	$	40,000,000.00	 



 


Canadian Swing Line Commitment


 


	Canadian Swing Line Lender	 	Canadian Swing Line Commitment	 
	Royal Bank of Canada	 	$	15,000,000.00	 



 






     


     


    

 


Schedule 2.01


 


Commitments and Applicable Percentages


 


Revolving A Loan


  


	 
 
Revolving A Lender
	 	 
 
Tax 

Jurisdiction
	 	Select One of the Following:
 1.  ̈ UK Bank Lender
 2.  ̈ UK Non-Bank Lender
 3.  ̈ UK Treaty Lender
 4.  ̈ Not a UK Qualifying Lender
	 	 
Treaty Passport 

Scheme Reference 

Number
	 	 
 
Revolving A 

Commitment
	 	 	 
Applicable Percentage 

of Aggregate 

Revolving A 

Commitments
	 
	Bank of America, N.A.	 	United States	 	1. ̈2. ̈3. x4.  ̈	 	13/B/7418/DTTP	 	$	83,124,371.86	 	 	 	12.788364902	%
	Royal Bank of Canada	 	Canada	 	1. ̈2. ̈3. x4.  ̈	 	3/R/70780/DTTP	 	$	124,874,371.86	 	 	 	19.211441825	%
	U.S. Bank National Association	 	United States	 	1. ̈2. ̈3. x 4. ̈	 	13/U/62184/DTTP	 	$	59,798,994.97	 	 	 	9.199845380	%
	Wells Fargo Bank, N.A., Canadian Branch	 	United States1	 	1. ̈2. ̈3. x4.  ̈	 	13/W/61173/DTTP	 	$	59,798,994.97	 	 	 	9.199845380	%
	Canadian Imperial Bank of Commerce	 	Canada	 	1. ̈2. ̈3. x4.  ̈	 	3/C/8001/DTTP	 	$	59,798,994.97	 	 	 	9.199845380	%
	HSBC Bank Canada	 	Canada	 	1. ̈2. ̈3. x4.  ̈	 	3/H/357875/DTTP	 	$	59,798,994.97	 	 	 	9.199845380	%
	Export Development Canada	 	Canada	 	1. ̈2. ̈3. x4.  ̈	 	3/E/70294/DTTP	 	$	35,175,879.40	 	 	 	5.411673754	%
	The Bank of Nova Scotia	 	Canada	 	1. ̈2. ̈3. x4.  ̈	 	3/T/366714/DTTP	 	$	35,175,879.40	 	 	 	5.411673754	%
	Bank of Montreal	 	Canada	 	1. ̈2. ̈3. x4.  ̈	 	3/M270346/DTTP	 	$	35,175,879.40	 	 	 	5.411673754	%
	Goldman Sachs Bank USA	 	United States	 	1. ̈2. ̈3. x4.  ̈	 	13/G/351779/DTTP	 	$	35,175,879.40	 	 	 	5.411673754	%
	Citizens Bank NA	 	United States	 	1. ̈2. ̈3. x4.  ̈	 	13/C/356159/DTTP	 	$	31,925,879.40	 	 	 	4.911673754	%
	MUFG Bank, Ltd., Canada Branch	 	Japan	 	1. ̈2. ̈3. x4.  ̈	 	43/M/322072/DTTP	 	$	30,175,879.40	 	 	 	4.642442985	%
	Total:	 	 	 	 	 	 	 	$	650,000,000.00	 	 	 	100.000000000	%



 


 






1
Wells Fargo Bank, National Association


 






     


     


    

 


Revolving
B Loan


 


	Term Lender	 	Tax 

Jurisdiction	 	Select
                                            One of the Following:


1.
 ̈ UK Bank Lender


2.
 ̈ UK Non-Bank Lender


3.
 ̈ UK Treaty Lender


4.
 ̈ Not a UK Qualifying
Lender

	 	Treaty Passport 

Scheme
    Reference 

Number	 	Revolving B Commitment	 	 	Applicable
    Percentage 

of Aggregate 

Revolving B 

Commitments	 
	Bank
    of America, N.A.	 	United
    States	 	1. ̈2. ̈3.
    x4.
     ̈	 	13/B/7418/DTTP	 	 	$35,000,000.00	 	 	 	41.176470588%	 
	Westpac
    Banking Corporation	 	Australia	 	1. ̈2. ̈3.
    x4.
     ̈	 	2/W/313837/DTTP	 	 	$50,000,000.00	 	 	 	58.823529412%	 
	Total:	 	 	 	 	 	 	 	 	$85,000,000.00	 	 	 	100.000000000%	 



 



Revolving
C Loan


  


	 
 
Term Lender
	 	 
 
Tax 

Jurisdiction
	 	Select One of the Following:
 1.  ̈ UK Bank Lender
 2.  ̈ UK Non-Bank Lender
 3.  ̈ UK Treaty Lender
 4.  ̈ Not a UK Qualifying Lender
	 	 
Treaty Passport Scheme Reference Number
	 	 
 
Revolving C Commitment
	 	 	 
Applicable Percentage 

of Aggregate 

Revolving C 

Commitments
	 
	Bank of America, N.A.	 	United States	 	1. ̈2. ̈3. x4.  ̈	 	13/B/7418/DTTP	 	$	6,750,000.00	 	 	 	45.000000000	%
	MUFG Bank, Ltd., Chiba Branch	 	Japan	 	1. ̈2. ̈3. x4.  ̈	 	43/M/322072/DTTP	 	$	5,000,000.00	 	 	 	33.333333333	%
	Citizens Bank NA	 	United States	 	1. ̈2. ̈3. x4.  ̈	 	13/C/356159/DTTP	 	$	3,250,000.00	 	 	 	21.666666667	%
	Total:	 	 	 	 	 	 	 	$	15,000,000.00	 	 	 	100.000000000	%



 






     


     


    

 


Delayed-Draw Term Loan


 


	   Delayed-Draw Term Loan Lender	 	Delayed-Draw 

Term Loan 

Commitment 

(prior to 

Borrowing on 

Fourth 

Amendment 

Effective Date)	 	 	Outstanding 

Amount of Delayed- 

Draw Term Loans 

after Borrowing2 on 

the Fourth 

Amendment 

Effective Date	 	   Applicable Percentage	 
	Bank of America, N.A.	 	$	52,625,628.14	 	 	CAD$21,209,019.29	 	 	17.839195980	%
	Royal Bank of Canada	 	$	52,625,628.14	 	 	CAD$21,209,019.29	 	 	17.839195980	%
	U.S. Bank National Association	 	$	25,201,005.03	 	 	CAD$10,156,431.78	 	 	8.542713569	%
	Wells Fargo Bank, N.A., Canadian Branch	 	$	25,201,005.03	 	 	CAD$10,156,431.78	 	 	8.542713569	%
	Canadian Imperial Bank of Commerce	 	$	25,201,005.03	 	 	CAD$10,156,431.78	 	 	8.542713569	%
	HSBC Bank Canada	 	$	25,201,005.03	 	 	CAD$10,156,431.78	 	 	8.542713569	%
	MUFG Bank, Ltd., Canada Branch	 	$	14,824,120.60	 	 	CAD$5,974,371.63	 	 	5.025125627	%
	Export Development Canada	 	$	14,824,120.60	 	 	CAD$5,974,371.63	 	 	5.025125627	%
	The Bank of Nova Scotia	 	$	14,824,120.60	 	 	CAD$5,974,371.63	 	 	5.025125627	%
	Citizens Bank NA	 	$	14,824,120.60	 	 	CAD$5,974,371.63	 	 	5.025125627	%
	Bank of Montreal	 	$	14,824,120.60	 	 	CAD$5,974,371.63	 	 	5.025125627	%
	Goldman Sachs Bank USA	 	$	14,824,120.60	 	 	CAD$5,974,371.63	 	 	5.025125627	%
	Total:	 	$	295,000,000.00	 	 	CAD$118,889,995.48	 	 	100.000000000	%




 





 



2
Such initial Borrower shall be deemed to include the outstanding Delayed-Draw Term Loan that is continued forward on the
Fourth Amendment Effective Date


 






     


     


    

 


New Term A Loan


 


	   New Term A Loan Lender	 	New Term A Loan 

Commitment (on Sixth 

Amendment 

Effective Date) 	 	 	   Applicable Percentage	 
	Bank of America, N.A.	 	$	150,000,000.00	 	 	 	8.219178082	%
	Royal Bank of Canada	 	$	134,271,037.31	 	 	 	7.357317113	%
	Wells Fargo Bank, N.A., Canadian Branch	 	$	177,079,476.41	 	 	 	9.702985009	%
	The Bank of Nova Scotia	 	$	185,358,038.69	 	 	 	10.156604860	%
	Export Development Canada	 	$	185,358,038.69	 	 	 	10.156604860	%
	Canadian Imperial Bank of Commerce	 	$	107,608,665.76	 	 	 	5.896365247	%
	MUFG Bank, Ltd., Canada Branch	 	$	135,358,038.69	 	 	 	7.416878832	%
	Truist Bank	 	$	175,000,000.00	 	 	 	9.589041096	%
	U.S. Bank National Association	 	$	107,608,665.76	 	 	 	5.896365247	%
	HSBC Bank Canada	 	$	82,000,000.00	 	 	 	4.493150685	%
	Goldman Sachs Bank USA	 	$	100,000,000.00	 	 	 	5.479452055	%
	Citizens Bank, N.A.	 	$	60,358,038.69	 	 	 	3.307289791	%
	Fédération des caisses Desjardins du Québec	 	$	100,000,000.00	 	 	 	5.479452055	%
	The Toronto-Dominion Bank	 	$	100,000,000.00	 	 	 	5.479452055	%
	Westpac Banking Corporation	 	$	25,000,000.00	 	 	 	1.369863014	%
	Total:	 	$	1,825,000,000.00	 	 	 	100.000000000	%




 






     


     


    

 


Schedule 7.01


Liens


 


Cash collateral relating to letters of credit and bank guarantees
described on Schedule 7.03


 


IronPlanet, Inc.


 


		1.	Purchase money security interest in favor of Skyjack Equipment Services, Inc.
                                            and Skyjack Financial Services, Inc. in respect of certain equipment






		2.	Security interest in favor of Thompson Tractor Co., Inc. in
                                            respect of certain equipment






		3.	Security interest in favor of JCB, Inc., in respect of certain
                                            inventory






		4.	State tax lien filed in favor of the State of California



 


Ritchie Bros. Auctioneers (America) Inc.


 


		1.	Security interest in favor of Atlantic Ford Truck Sales, Inc.,
                                            in respect of certain consigned inventory






		2.	Purchase money security interest in favor of Skyjack Equipment Services, Inc.
                                            and Skyjack Financial Services, Inc. in respect of certain equipment






		3.	Security interest in favor of Hewlett-Packard Financial Services
                                            Company in respect of certain leased or financed equipment and software






		4.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		5.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		6.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		7.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		8.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		9.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		10.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		11.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		12.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		13.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		14.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		15.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		16.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment



 






    5


     


    

 


		17.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		18.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		19.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		20.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		21.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		22.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		23.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		24.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		25.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		26.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		27.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		28.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		29.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		30.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		31.	Security interest in favor of Rudd Equipment Company in respect
                                            of certain equipment






		32.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		33.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		34.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		35.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		36.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		37.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		38.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		39.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		40.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		41.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		42.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		43.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		44.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment



 






    6


     


    

 


		45.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		46.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		47.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		48.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		49.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		50.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		51.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		52.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		53.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		54.	Security interest in favor of Gordon Brothers Commercial &
                                            Industrial, LLC in respect of certain leased assets






		55.	Security interest in favor of Rudd Equipment Company in respect
                                            of certain equipment






		56.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		57.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		58.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		59.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		60.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		61.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		62.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		63.	Security interest in favor of Caterpillar Financial Services Corporation
                                            in respect of certain equipment






		64.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		65.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		66.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		67.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		68.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		69.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		70.	Security interest in favor of VFS Leasing Co. in respect of certain
                                            motor vehicles






		71.	Security Interest in favor of The RMCB Group LLC in respect of certain
                                            equipment



 


Ritchie Bros. Auctioneers Incorporated


 


		1.	Security interest in favour of ARI Financial Services Inc. in respect
                                            of certain leased motor vehicles and equipment






		2.	Security interest in favour of Macquarie Equipment Finance Ltd. in
                                            respect of certain leased equipment






		3.	Security interest in favour of Xerox Canada Ltd. in respect of certain
                                            equipment



 


Ritchie Bros. Auctioneers (Canada) Ltd./Les Encans Ritchie Bros
(Canada) Ltd.


 


		1.	Security interest in favour of Xerox Canada Ltd. in respect of certain
                                            office equipment and software



 






    7


     


    

 


		2.	Security interest in favour of Coast Capital Savings Credit Union
                                            in respect of certain motor vehicles






		3.	Security interest in favour of VFS Canada
                                            Inc. in respect of motor vehicles and equipment






		4.	Security interest in favour of RCAP Leasing
                                            Inc. in respect of certain motor vehicles and leased equipment






		5.	Security interest in favour of ARI Financial
                                            Services Inc. in respect of certain leased motor vehicles and equipment






		6.	Security interest in favour of Hewlett-Packard
                                            Financial Services Canada Company/Compagnie De Services Financiers Hewlett-Packard Canada
                                            in respect of certain financed or leased goods, software and personal property






		7.	Security interest in favour of Hewlett-Packard
                                            Financial Services Canada Company/Compagnie De Services Financiers Hewlett-Packard Canada
                                            in respect of inventory, accounts, equipment and other






		8.	Security interest in favour of Cropac
                                            Equipment Inc. in respect of certain motor vehicles






		9.	Security interest in favour of Toromont
                                            Cat, a Div. of Toromont Industries Ltd. in respect of certain equipment and motor vehicles






		10.	Security interest in favour of Strongco
                                            Limited Partnership in respect of certain motor vehicles and equipment






		11.	Security interest in favour of Wheels
                                            Leasing Canada, Ltd. in respect of certain motor vehicles and equipment






		12.	Security interest in favour of 6 &
                                            Z Truck Repairs Inc. in respect of certain motor vehicles






		13.	Security interest in favour Caterpillar
                                            Financial Services Limited in respect of certain motor vehicles and equipment



 


SmartEquip , Inc.


 


		1.	Security interest in favor of VAR Technology Finance in respect of
                                            certain leased equipment



 


IAA, Inc.


 


























[***]


 






    8


     


    

 


Insurance Auto Auctions Corp.


 



[***]


 


Insurance Auto Auctions, Inc.


 


[***]


 


Suburban Auto Parts Inc.


 


[***]


 


Impact Auto Auctions LTD.


 


[***]


 






    9


     


    

 


Schedule 7.02


Investments


 


Equity
Capital Contributions in Subsidiaries:


 


Investments existing as of the Sixth Amendment Closing Date by the
Company or any Subsidiary in non-Wholly-Owned Subsidiaries as set forth on Schedule 5.13.


 


Minority
Interests:


 


		1.	Investments by the Company existing as of the Sixth Amendment Closing
                                            Date constituting a 3.5855% interest in Uship, Inc.



 


		2.	Investments by Ritchie Bros. Auctioneers Pty. Ltd. as of the Sixth
                                            Amendment Closing Date constituting a 50% interest in Gordon Brothers Pty. Limited &
                                            Ritchie Bros. Auctioneers Pty. Ltd.



 


		3.	Investments by IronPlanet, Inc. (“IronPlanet”)
                                            as of the Sixth Amendment Closing Date whereby IronPlanet, Inc. owns 1,000,000 Common
                                            Units and 509,740 Class A Units of VeriTread, LLC (“VeriTread”) purchased
                                            pursuant to that certain Purchase and Sale Agreement, dated as of April 4, 2019, by
                                            and between IronPlanet, VeriTread and the certain other investors party thereto, that certain
                                            Subscription Agreement, dated as of June 10, 2011, by and between VeriTread (f/k/a Rounders
                                            Logistics, LLC) and IronPlanet (the “VeriTread Subscription Agreement”)
                                            and that certain Amended and Restated Operating Agreement, dated as of November 30,
                                            2012, by and among VeriTread and the members of VeriTread as set forth on Exhibit A
                                            thereto.



 


Long-Term
Receivables:


 


Long term receivables owed to Ritchie Bros. Financial Service in the
aggregate principal amount of $9,024,139 as of the Sixth Amendment Effective Date


 


IAA, Inc.


 


[***]


 






    10


     


    

 


Schedule 7.03


Indebtedness


 


$21,297,418 in finance leases


 


The following letters of credit/bank guarantees:


 


 


IAA, Inc.:


 


[***]


 









    11


     


    

 


Annex A


 


Effective Date Amended Credit Agreement


 


ANNEX A

TO

SIXTH AMENDMENT DATED AS OF DECEMBER 9, 2022


 


CREDIT AGREEMENT

Dated as of October 27, 2016

among

RITCHIE BROS. AUCTIONEERS INCORPORATED

and

CERTAIN SUBSIDIARIES OF RITCHIE BROS. AUCTIONEERS INCORPORATED,

as the Borrowers,

CERTAIN SUBSIDIARIES OF RITCHIE BROS. AUCTIONEERS INCORPORATED,

as the Guarantors,


 


BANK OF AMERICA, N.A.,

as Administrative Agent, U.S. Swing Line Lender and L/C Issuer,

ROYAL BANK OF CANADA,

as Canadian Swing Line Lender and L/C Issuer

and

THE OTHER LENDERS PARTY HERETO


 


ROYAL BANK OF CANADA, GOLDMAN SACHS BANK USA,

CANADIAN IMPERIAL BANK OF COMMERCE, HSBC BANK CANADA,

U.S. BANK NATIONAL ASSOCIATION and

WELLS FARGO BANK, N.A., CANADIAN BRANCH,


as Co-Syndication Agents,


 


BANK OF MONTREAL, CITIZENS BANK NA,


EXPORT DEVELOPMENT CANADA,


MUFG BANK, LTD., CANADA BRANCH,

THE BANK OF NOVA SCOTIA


and

WESTPAC BANKING CORPORATION,

as Co-Documentation Agents


 


Arranged By:

BOFA SECURITIES, INC.,

RBC CAPITAL MARKETS,1

and


GOLDMAN SACHS BANK USA

as Joint Lead Arrangers and Joint Bookrunners


 





 



	1	RBC Capital Markets is a brand name for the capital markets
businesses of Royal Bank of Canada and its affiliates.



 






    


     


    

 


TABLE OF CONTENTS


 


	Article I DEFINITIONS AND ACCOUNTING TERMS 	1
	 	 	 
	1.01	Defined Terms	1
	1.02	Other Interpretive Provisions	58
	1.03	Accounting Terms	60
	1.04	Rounding	61
	1.05	Exchange Rates; Currency Equivalents	61
	1.06	Additional Alternative Currencies	62
	1.07	 Change of Currency	63
	1.08	Times of Day	64
	1.09	Letter of Credit Amounts	64
	1.10	Australian Code of Banking Practice	64
	1.11	Pro Forma Calculations; Calculations of Baskets	64
	 	 	 
	Article II THE COMMITMENTS AND CREDIT EXTENSIONS	65
	 	 
	2.01	Revolving Loans, Delayed-Draw Term Loans and New Term A Loans	65
	2.02	Borrowings, Conversions and Continuations of Loans	67
	2.03	Letters of Credit	69
	2.04	Swing Line Loans	81
	2.04A	U.S. Swing Line Loans	81
	2.04B	Canadian Swing Line Loans	85
	2.04C	UK Swing Line Facility	89
	2.04D	Dutch Swing Line Facility	94
	2.05	Prepayments	97
	2.06	Termination or Reduction of Commitments	103
	2.07	Repayment of Loans	104
	2.08	Interest	105
	2.09	Fees	107
	2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	109
	2.11	Evidence of Debt	109
	2.12	Payments Generally; Administrative Agent’s Clawback	110
	2.13	Sharing of Payments by Lenders	112
	2.14	Cash Collateral	113
	2.15	Defaulting Lenders	114
	2.16	Term B Loans; Incremental Facility Loans	117
	2.17	Designated Borrowers	120
	2.18	[Reserved]	122
	2.19	Designated Lender	122
	 	 	 
	Article III TAXES, YIELD PROTECTION AND ILLEGALITY	122
	 	 
	3.01 	Taxes	122
	3.02 	Illegality	131






 






    i


     


    

 


	3.03	Inability to Determine Rates	132
	3.04	Increased Costs; Reserves	136
	3.05	Compensation for Losses	137
	3.06	Mitigation Obligations; Replacement of Lenders	138
	3.07	Survival	139
	 	 	 
	Article IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	139
	 	 	 
	4.01	Conditions of Initial Credit Extension	139
	4.02	Conditions to all Credit Extensions	141
	4.03	Conditions to Delayed-Draw Term Loan Used to Finance the EuroAuction Acquisition	142
	 	 	 
	Article V REPRESENTATIONS AND WARRANTIES	144
	 	 	 
	5.01	Existence, Qualification and Power	144
	5.02	Authorization; No Contravention	145
	5.03	Governmental Authorization; Other Consents	145
	5.04	Binding Effect	145
	5.05	Financial Statements; No Material Adverse Effect	145
	5.06	Litigation	146
	5.07	No Default	146
	5.08	Ownership of Property	146
	5.09	Environmental Compliance	146
	5.10	Insurance	146
	5.11	Taxes	147
	5.12	ERISA Compliance; Canadian Plans	147
	5.13	Subsidiaries	148
	5.14	Margin Regulations; Investment Company Act	149
	5.15	Disclosure	149
	5.16	Compliance with Laws	149
	5.17	Intellectual Property; Licenses, Etc.	149
	5.18	Solvency	150
	5.19	Perfection of Security Interests in the Collateral	150
	5.20	Sanctions and Anti-Social Force	150
	5.21	Anti-Corruption Laws	150
	5.22	No Affected Financial Institution	151
	5.23	Australian Borrowers	151
	5.24	Japanese Borrowers	151
	5.25	International Loan Parties	151
	5.26	Irish Guarantors	152
	5.27	Beneficial Ownership Certification	152
	 	 	 
	Article VI AFFIRMATIVE COVENANTS	152
	 	 	 
	6.01	Financial Statements	152
	6.02	Certificates; Other Information	153






 






    ii


     


    

 


	6.03	Notices	155
	6.04	Payment of Taxes	155
	6.05	Preservation of Existence, Etc.	155
	6.06	Maintenance of Properties	156
	6.07	Maintenance of Insurance	156
	6.08	Compliance with Laws	156
	6.09	Books and Records	156
	6.10	Inspection Rights	157
	6.11	Use of Proceeds	157
	6.12	ERISA Compliance; Canadian Plans	157
	6.13	Additional Guarantors	158
	6.14	Pledged Assets	158
	6.15	Anti-Corruption Laws	160
	 	 	 
	Article VII NEGATIVE COVENANTS 	160
	 	 	 
	7.01	Liens	160
	7.02	Investments	163
	7.03	Indebtedness	165
	7.04	Fundamental Changes	168
	7.05	Dispositions	168
	7.06	Restricted Payments	169
	7.07	Change in Nature of Business	170
	7.08	Transactions with Affiliates	170
	7.09	Burdensome Agreements	171
	7.10	Use of Proceeds	171
	7.11	Financial Covenants	172
	7.12	Prepayment of Certain Other
    Indebtedness, Etc.	172
	7.13	Organization Documents; Fiscal
    Year	173
	7.14	Sanctions	173
	7.15	Anti-Social Force	173
	7.16	Anti-Corruption Laws	173
	7.17	Canadian Defined Benefit Pension
    Plan	174
	 	 	 
	Article VIII EVENTS OF DEFAULT AND REMEDIES 	174
	 	 	 
	8.01	Events of Default	174
	8.02	Remedies Upon Event of Default	177
	8.03	Application of Funds	178
	 	 	 
	Article IX ADMINISTRATIVE AGENT 	179
	 	 	 
	9.01	Appointment and Authority	179
	9.02	Rights as a Lender	180
	9.03	Exculpatory Provisions	180
	9.04	Reliance by Administrative Agent	182
	9.05	Delegation of Duties	182






 






    iii


     


    

 


	9.06	Resignation of Administrative
    Agent	182
	9.07	Non-Reliance on Administrative
    Agent and Other Lenders	184
	9.08	No Other Duties; Etc.	185
	9.09	Administrative Agent May File
    Proofs of Claim; Credit Bidding	185
	9.10	Collateral and Guaranty Matters	186
	9.11	Secured Cash Management Agreements
    and Secured Hedge Agreements	187
	9.12	ERISA Matters	188
	9.13	Recovery of Erroneous Payments	189
	9.14	Intercreditor Agreements	189
	 	 	 
	Article X GUARANTY 	190
	 	 	 
	10.01	The Guaranty	190
	10.02	Obligations Unconditional	190
	10.03	Reinstatement	191
	10.04	Certain Additional Waivers	192
	10.05	Remedies	192
	10.06	Rights of Contribution	193
	10.07	Guarantee of Payment; Continuing
    Guarantee	193
	10.08	Keepwell	193
	10.09	Release of Guarantors	194
	10.10	Waivers by Mexican Guarantors	194
	10.11	Guarantees by Irish Guarantors	194
	 	 	 
	Article XI MISCELLANEOUS 	195
	 	 	 
	11.01	Amendments, Etc.	195
	11.02	Notices; Effectiveness; Electronic
    Communications	198
	11.03	No Waiver; Cumulative Remedies;
    Enforcement	200
	11.04	Expenses; Indemnity; Damage
    Waiver	201
	11.05	Payments Set Aside	204
	11.06	Successors and Assigns	204
	11.07	Treatment of Certain Information;
    Confidentiality	210
	11.08	Rights of Setoff	211
	11.09	Interest Rate Limitation	212
	11.10	Integration; Effectiveness	212
	11.11	Survival of Representations
    and Warranties	212
	11.12	Severability	212
	11.13	Replacement of Lenders	213
	11.14	Governing Law; Jurisdiction;
    Etc.	214
	11.15	Waiver of Jury Trial	215
	11.16	No Advisory or Fiduciary Responsibility	216
	11.17	Electronic Execution	216
	11.18	USA PATRIOT Act and Canadian
    AML Act Notice	217
	11.19	Judgment Currency	218
	11.20	Acknowledgement and Consent
    to Bail-In of Affected Financial Institutions	218






 






    iv


     


    

 


	11.21	Subordination of Intercompany Indebtedness	219
	11.22	Acknowledgement Regarding Any Supported QFCs	219






 


SCHEDULES


 


	1.01	Existing Letters of Credit
	1.01(a)	L/C Commitments and Swing Line Commitments
	2.01	Commitments and Applicable Percentages
	5.13	Subsidiaries
	7.01	Liens Existing on the Fourth Amendment Effective Date
	7.02	Investments Existing on the Fourth Amendment Effective Date
	7.03	Indebtedness Existing on the Fourth Amendment Effective Date
	11.02	Certain Addresses for Notices




 


EXHIBITS


 


	1.01A	Form of Secured Party Designation Notice
	1.01B	Form of Canadian Security Agreement
	1.01C	Form of Security Agreement
	2.02	Form of Loan Notice
	2.04A	Form of U.S. Swing Line Loan Notice
	2.04B	Form of Canadian Swing Line Loan Notice
	2.04C	Form of UK Swing Line Loan Notice
	2.04D	Form of Dutch Swing Line Loan Notice
	2.05	Form of Notice of Loan Prepayment
	2.11(a)	Form of Note
	2.17(a)	Form of Designated Borrower Request
	2.17(b)	Form of Designated Borrower Joinder Agreement
	3.01	Forms of U.S. Tax Compliance Certificates
	4.03	Form of Solvency Certificate
	6.02	Form of Compliance Certificate
	6.13	Form of Joinder Agreement
	11.06(b)	Form of Assignment and Assumption
	11.06(b)(iv)	Form of Administrative Questionnaire




 






    v


     


    

 


CREDIT AGREEMENT


 


This CREDIT AGREEMENT is
entered into as of October 27, 2016 among RITCHIE BROS. AUCTIONEERS INCORPORATED, a Canadian corporation (the “Company”),
certain Subsidiaries of the Company from time to time party hereto as Borrowers identified in Section 2.17 (each a “Designated
Borrower” and, together with the Company, the “Borrowers” and each a “Borrower”), the
Guarantors (defined herein) from time to time party hereto, the Lenders (defined herein) from time to time party hereto, ROYAL BANK OF
CANADA, as Canadian Swing Line Lender and L/C Issuer and BANK OF AMERICA, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C
Issuer.


 


The Borrowers have requested
that the Lenders provide credit facilities for the purposes set forth herein, and the Lenders are willing to do so on the terms and conditions
set forth herein.


 


In consideration of the mutual
covenants and agreements herein contained, the parties hereto covenant and agree as follows:


 


Article I


 

DEFINITIONS AND ACCOUNTING TERMS


 


1.01            Defined
Terms.


 


As used in this Agreement,
the following terms shall have the meanings set forth below:


 


“Acquisition”,
by any Person, means the acquisition by such Person, in a single transaction or in a series of related transactions, of either (a) all
or any substantial portion of the property of, or a line of business or division of, another Person or (b) at least a majority of
the Voting Stock of another Person, in each case whether or not involving a merger, amalgamation or consolidation with such other Person.
Notwithstanding the foregoing, any acquisition of real property shall not constitute an Acquisition.


 


“Adjusted Daily
Term SOFR” means for any day (a) a fluctuating rate of interest, which can change on each Business Day, equal to Term
SOFR for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day plus (b) the Term
SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than 0.00%, then Adjusted Term SOFR shall be
deemed to be 0.00%.


 


“Adjusted Daily
Term SOFR Loan” means a loan that bears interest at a rate based on Adjusted Daily Term SOFR.


 


“Adjusted Term SOFR”
means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR
Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than 0.00%, then Adjusted Term SOFR shall be deemed
to be 0.00%.


 


“Adjusted Term SOFR
Loan” means a loan that bears interest at a rate based on Adjusted Term SOFR.


 






    1


     


    

 


“Administrative
Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, and any branch, office
or Affiliate of it (including, Bank of America, N.A., acting through its Canada branch for Loans that are denominated in Canadian Dollars),
or any successor administrative agent.


 


“Administrative
Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account
as set forth on Schedule 11.02 with respect to such currency, or such other address or account with respect to such currency as
the Administrative Agent may from time to time notify to the Company and the Lenders.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit 11.06(b)(iv) or
any other form approved by the Administrative Agent.


 


“Affected Financial
Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


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


 


“Aggregate Revolving
A Commitments” means the Revolving A Commitments of all the Revolving A Lenders. The amount of the Aggregate Revolving A Commitments
in effect on the Sixth Amendment Effective Date is $650,000,000.


 


“Aggregate Revolving
B Commitments” means the Revolving B Commitments of all the Revolving B Lenders. The amount of the Aggregate Revolving B Commitments
in effect on the Sixth Amendment Effective Date is $85,000,000.


 


“Aggregate Revolving
C Commitments” means the Revolving C Commitments of all the Revolving C Lenders. The amount of the Aggregate Revolving C Commitments
in effect on the Sixth Amendment Effective Date is $15,000,000.


 


“Agreement”
means this Credit Agreement.


 


“All-In Yield”
means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront fees,
an interest rate floor or otherwise, in each case, incurred or payable by the Borrowers generally to all lenders of such Indebtedness;
provided that original issue discount and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or,
if less, the stated life to maturity at the time of incurrence of the applicable Indebtedness); and provided, further,
that “All-In Yield” shall not include arrangement, structuring, commitment, underwriting or other similar fees (regardless
of whether paid in whole or in part to any or all lenders) or other fees not paid generally to all lenders of such Indebtedness.


 


“Alternative
Currency” means (a) with respect to the Revolving A Commitments, Euro, Sterling and Canadian Dollars and each other
currency (other than Dollars) that is approved in accordance with Section 1.06, (b) with respect to the Revolving B
Commitments, Euro, Sterling and Canadian Dollars and Australian Dollars and each other currency (other than Dollars) that is
approved in accordance with Section 1.06; (c) with respect to the Revolving C Commitments, Euro, Sterling and
Canadian Dollars and Yen and each other currency (other than Dollars) that is approved in accordance with Section 1.06,
and (d) with respect to Letters of Credit, Euro, Sterling, Canadian Dollars, Yen, Australian Dollars and each other currency
(other than Dollars) that is approved in accordance with Section 1.06; provided that, in each case, for each
Alternative Currency, such requested currency is an Eligible Currency.


 






    2


     


    

 


“Alternative Currency
Daily Rate” means, for any day, with respect to any Credit Extension:


 


(a)            denominated
in Sterling, the rate per annum equal to SONIA determined pursuant to the definition thereof plus the SONIA Adjustment;


 


(b)            solely
in the case of Dutch Swing Line Loans, denominated in Euro, the rate per annum equal to Enhanced €STR determined pursuant to the
definition thereof; and


 


(c)            denominated
in any other Alternative Currency (to the extent such Loans denominated in such currency will bear interest at a daily rate), the daily
rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative
Agent and the relevant Lenders pursuant to Section 1.06 plus the adjustment (if any) determined by the Administrative Agent
and the relevant Lenders pursuant to Section 1.06;


 


provided,
that, if any Alternative Currency Daily Rate shall be less than 0%, such rate shall be deemed 0% for purposes of this Agreement. Any
change in an Alternative Currency Daily Rate shall be effective from and including the date of such change without further notice.


 


“Alternative Currency
Daily Rate Loan” means a Loan that bears interest at a rate based on the definition of “Alternative Currency Daily Rate.”
All Alternative Currency Daily Rate Loans must be denominated in an Alternative Currency.


 


“Alternative Currency
Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable
Alternative Currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, by reference to Bloomberg (or such
other publicly available service for displaying exchange rates), to be the exchange rate for the purchase of such Alternative Currency
with Dollars at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation
is made; provided, however, that if no such rate is available, the “Alternative Currency Equivalent” shall
be determined by the Administrative Agent or the L/C Issuer, as the case may be, using any reasonable method of determination it deems
appropriate in its sole discretion (and such determination shall be conclusive absent manifest error).


 


“Alternative Currency
Loan” means an Alternative Currency Daily Rate Loan or an Alternative Currency Term Rate Loan, as applicable.


 


“Alternative Currency
Sublimit” means an amount equal to the lesser of the Aggregate Revolving A Commitments and $300,000,000. The Alternative Currency
Sublimit is part of, and not in addition to, the Aggregate Revolving A Commitments.


 






    3


     


    

 


“Alternative Currency
Term Rate” means, for any Interest Period, with respect to any Credit Extension:


 


(a)            denominated
in Euros, the rate per annum equal to the Euro Interbank Offered Rate (“EURIBOR”), as published on the applicable
Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative
Agent from time to time) on the day that is two TARGET Days preceding the first day of such Interest Period with a term equivalent to
such Interest Period;


 


(b)            denominated
in Canadian Dollars, the rate per annum equal to the Canadian Dollar Offered Rate (“CDOR”), as published on the applicable
Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative
Agent from time to time) (in such case, the “CDOR Rate”) on the Rate Determination Date with a term equivalent to
such Interest Period;


 


(c)            denominated
in Australian Dollars: (A) the rate per annum equal to the Australian Bank Bill Swap Reference Rate (Bid) administered by ASX Benchmarks
Pty Limited (or any other person which takes over the administration of that rate) for the relevant period displayed on page BBSY
of the Thomson Reuters Screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of
such other information service which publishes that rate from time to time in place of Thomson Reuters (or such other commercially available
source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 10:30 a.m. (Melbourne,
Australia time) on the Rate Determination Date with a term equivalent to such Interest Period; and (B) if the rate described in
sub-paragraph (A) above is not available, the sum of 0.05% per annum and the Australian Bank Bill Swap Reference Rate administered
by ASX Benchmarks Pty Limited (or any other person which takes over the administration of that rate) for the relevant period displayed
on page BBSW of the Thomson Reuters Screen (or any replacement Thomson Reuters page which displays the rate) or on the appropriate
page of such other information service which publishes that rate from time to time in place of Thomson Reuters (or such other commercially
available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 10:30 a.m. (Melbourne,
Australia time) on the Rate Determination Date with a term equivalent to such Interest Period;


 


(d)            denominated
in Japanese Yen, the rate per annum equal to the Tokyo Interbank Offered Rate (“Japanese Yen TIBOR”), as published
on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated
by the Lender from time to time) on the Rate Determination Date with a term equivalent to such Interest Period; and


 


(e)            denominated
in any other Alternative Currency (to the extent such Loans denominated in such currency will bear interest at a term rate), the
term rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the
Administrative Agent and the relevant Lenders pursuant to Section 1.06 plus the
adjustment (if any) determined by the Administrative Agent and the relevant Lenders pursuant to Section 1.06;


 






    4


     


    

 


provided,
that, if any Alternative Currency Term Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.


 


“Alternative Currency
Term Rate Loan” means a Loan that bears interest at a rate based on the definition of “Alternative Currency Term Rate.”
All Alternative Currency Term Rate Loans must be denominated in an Alternative Currency.


 


“Anti-Social Conduct”
means: (a) a demand and conduct with force and arms; (b) an unreasonable demand and conduct having no legal cause; (c) threatening
or committing violent behavior relating to its business transactions; (d) an action to defame the reputation or interfere with the
business of the Administrative Agent or the Lenders by spreading rumor, using fraudulent means or resorting to force; or (e) other
actions similar or analogous to any of the foregoing in any jurisdiction.


 


“Anti-Social Group”
means: (a) an organized crime group (as defined in the Law relating to Prevention of Unjustifiable Acts by Gang Members of Japan
(Law No. 77 of 1991, as amended)); (b) a member of an organized crime group; (c) a Person who used to be a member of an
organized crime group but has only ceased to be a member of an organized crime group for a period of less than five years; (d) quasi-member
of an organized crime group (bouryokudan jun-kosei-in); (e) a related or associated company of an organized crime group;
(f) a corporate racketeer or blackmailer advocating social cause or a special intelligence organized crime group; or (g) a
member of any other criminal force similar or analogous to any of the foregoing in any jurisdiction.


 


“Anti-Social Relationship”
means in relation to a Person: (a) an Anti-Social Group controls its management; (b) an Anti-Social Group is substantively
involved in its management; (c) it has entered into arrangements with an Anti-Social Group for the purpose of, or which have the
effect of, unfairly benefiting itself or a third party or prejudicing a third party; (d) it is involved in the provision of funds
or other benefits to an Anti-Social Group; or (e) any of its directors or any other Person who is substantively involved in its
management has a socially objectionable relationship with an Anti-Social Group.


 


“Applicable Authority”
means with respect to any Alternative Currency, the applicable administrator for the Relevant Rate for such Alternative Currency or any
Governmental Authority having jurisdiction over the Administrative Agent or such administrator.


 


“Applicable International
Loan Party Documents” means this Agreement and the other Loan Documents to which an applicable International Loan Party is
a party.


 






    5


     


    

 


“Applicable
Percentage” means with respect to any Lender at any time, (a) with respect to such Lender’s Revolving A
Commitment at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving A Commitments represented
by such Revolving A Lender’s Revolving A Commitment at such time; provided that if the commitment of each Revolving A
Lender to make Revolving A Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02
or if the Aggregate Revolving A Commitments have expired, then the Applicable Percentage of each Revolving A Lender shall be
determined based on the Applicable Percentage of such Revolving A Lender most recently in effect, giving effect to any subsequent
assignments, (b) with respect to such Lender’s Revolving B Commitment at any time, the percentage (carried out to the
ninth decimal place) of the Aggregate Revolving B Commitments represented by such Revolving B Lender’s Revolving B Commitment
at such time; provided that if the commitment of each Revolving B Lender to make Revolving B Loans has been terminated
pursuant to Section 8.02 or if the Aggregate Revolving B Commitments have expired, then the Applicable Percentage of
each Revolving B Lender shall be determined based on the Applicable Percentage of such Revolving B Lender most recently in effect,
giving effect to any subsequent assignments, (c) with respect to such Lender’s Revolving C Commitment at any time, the
percentage (carried out to the ninth decimal place) of the Aggregate Revolving C Commitments represented by such Revolving C
Lender’s Revolving C Commitment at such time; provided that if the commitment of each Revolving C Lender to make
Revolving C Loans has been terminated pursuant to Section 8.02 or if the Aggregate Revolving C Commitments have expired,
then the Applicable Percentage of each Revolving C Lender shall be determined based on the Applicable Percentage of such Revolving C
Lender most recently in effect, giving effect to any subsequent assignments, (d) with respect to such Lender’s
Delayed-Draw Term Loan Commitment at any time, the percentage (carried out to the ninth decimal place) of the aggregate Delayed-Draw
Term Loan Commitments represented by such Term Lender’s Delayed-Draw Term Loan Commitment at such time; (e) with respect
to such Lender’s New Term A Loan Commitment at any time, the percentage (carried out to the ninth decimal place) of the
aggregate New Term A Loan Commitments represented by such New Term A Loan Lender’s New Term A Loan Commitment at such time;
and (f) with respect to such Lender’s portion of any outstanding Term Loan at any time, the percentage (carried out to
the ninth decimal place) of the outstanding principal amount of such Term Loan held by such Term Lender at such time. The initial
Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and
Assumption or other documentation pursuant to which such Lender becomes a party hereto, as applicable. The Applicable Percentages
shall be subject to adjustment as provided in Section 2.15.


 


“Applicable Rate”
means the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate
received by the Administrative Agent pursuant to Section 6.02(b); provided, that the Applicable Rate in effect from
the Fourth Amendment Effective Date until the first Business Day immediately following the date a Compliance Certificate is delivered
pursuant to Section 6.02(b) for the fiscal quarter ending September 30, 2021 shall be determined based upon Pricing
Tier 4:


 


	 	 	 	 	 	 	 	Letter of Credit Fee	 	 	 	 	 	 	 
	Pricing 

Tier	 	Consolidated

 Leverage Ratio	 	Commitment

 Fee	 	 	Standby	 	 	Commercial	 	 	Adjusted Daily Term SOFR Loans, Adjusted Term SOFR Loans and Alternative Currency Term Rate Loans	 	 	Base Rate 

Loans and Canadian 

Prime Rate 

Loans	 
	1	 	> 3.75 to 1.00	 	 	0.50	%	 	 	2.50	%	 	 	1.250	%	 	 	2.50	%	 	 	1.50	%
	2	 	<3.75 to 1.00 but > 3.00 to 1.00	 	 	0.45	%	 	 	2.25	%	 	 	1.125	%	 	 	2.25	%	 	 	1.25	%
	3	 	<3.00 to 1.00 but > 2.25 to 1.00	 	 	0.40	%	 	 	2.00	%	 	 	1.000	%	 	 	2.00	%	 	 	1.00	%
	4	 	<2.25 to 1.00 but > 1.50 to 1.00	 	 	0.35	%	 	 	1.75	%	 	 	0.875	%	 	 	1.75	%	 	 	0.75	%
	5	 	<1.50 to 1.00 but > 0.75 to 1.00	 	 	0.30	%	 	 	1.50	%	 	 	0.750	%	 	 	1.50	%	 	 	0.50	%
	6	 	< 0.75 to 1.00	 	 	0.25	%	 	 	1.25	%	 	 	0.625	%	 	 	1.25	%	 	 	0.25	%




 






    6


     


    

 


Any increase or decrease in the Applicable Rate
resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following
the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance
Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Tier 1
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 first Business Day immediately following the date on which such Compliance Certificate is delivered
in accordance with Section 6.02(b), whereupon the Applicable Rate shall be adjusted based upon the calculation of the Consolidated
Leverage Ratio contained in such Compliance Certificate.


 


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


 


“Approved Fund”
means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers or manages a Lender.


 


“Assignment and
Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party
whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit 11.06(b) or
any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.


 


“Attributable Indebtedness”
means, with respect to any Person on any date, in respect of any finance lease, the capitalized amount thereof that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP.


 


“Audited
Financial Statements” means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year
ended December 31, 2020, and the related consolidated statements of income or operations, changes in equity and cash flows of
the Company and its Subsidiaries for such fiscal year, including the notes thereto.


 






    7


     


    

 


“Australian Borrower”
means any Borrower organized under the Laws of Australia. As of the Sixth Amendment Effective Date, Ritchie Bros. Auctioneers Pty. Ltd.,
a company incorporated under the laws of Australia, with ACN 080 895 898, and Ritchie Bros. Properties Pty. Ltd., a company incorporated
under the laws of Australia with ACN 080 895 772, are the Australian Borrowers.


 


“Australian Dollar”
means the lawful currency of Australia.


 


“Autoborrow Agreement”
means the Canadian Autoborrow Agreement, the U.S. Autoborrow Agreement, the UK Autoborrow Agreement and/or the Dutch Autoborrow Agreement,
as the context requires.


 


“Availability Period”
means, (a) with respect to the Revolving A Commitments, the period from and including the Closing Date to the earliest of (i) the
Maturity Date, (ii) the date of termination of the Aggregate Revolving A Commitments pursuant to Section 2.06, and (iii) the
date of termination of the commitment of each Revolving A Lender to make Revolving A Loans and of the obligation of the L/C Issuer to
make L/C Credit Extensions pursuant to Section 8.02, (b) with respect to the Revolving B Commitments, the period from
and including the Closing Date to the earliest of (i) the Maturity Date, (ii) the date of termination of the Aggregate Revolving
B Commitments pursuant to Section 2.06, and (iii) the date of termination of the commitment of each Revolving B Lender
to make Revolving B Loans pursuant to Section 8.02, (c) with respect to the Revolving C Commitments, the period from
and including the Closing Date to the earliest of (i) the Maturity Date, (ii) the date of termination of the Aggregate Revolving
C Commitments pursuant to Section 2.06, and (iii) the date of termination of the commitment of each Revolving C Lender
to make Revolving C Loans pursuant to Section 8.02, (d) with respect to the Delayed-Draw Term Loan Commitments, the
period from the Fourth Amendment Effective Date to the earliest of (i) five Business Days following February 28, 2022 (or,
if the “Longstop Date” (as defined in the EuroAuction Acquisition Agreement as in effect on the Fourth Amendment Effective
Date) has been extended pursuant to Section 3.5.3 thereof (as in effect on the Fourth Amendment Effective Date), the date that is
85 Business Days after February 28, 2022), (ii) the date of termination of the Delayed-Draw Term Loan Commitments pursuant
to Section 2.06, and (iii) the date of termination of the commitment of each Lender to make Loans pursuant to Section 8.02,
and (e) with respect to the New Term A Loan Commitments, the period from the Sixth Amendment Effective Date to the earliest of (i) five
Business Days following the Outside Date (as defined in the IAA Purchase Agreement as in effect on November 7, 2022) giving effect
to, if applicable, the extension pursuant to clause (A) of the proviso in Section 8.1(b)(ii) of the IAA Purchase
Agreement as in effect on November 7, 2022, (ii) the termination of the IAA Purchase Agreement in accordance with its terms
in the event the IAA Acquisition is not consummated, (iii) the consummation of the IAA Acquisition without the funding of the New
Term A Loan Commitments and (iv) the date of termination of the New Term A Loan Commitments pursuant to Section 2.06.


 


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


 






    8


     


    

 


“Bail-In Legislation”
means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time
to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the
United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than
through liquidation, administration or other insolvency proceedings).


 


“Bank of America”
means Bank of America, N.A. and its successors.


 


“Base Rate”
means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%,
(b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,”
and (c) Adjusted Term SOFR for a one-month tenor in effect on such date plus 1.00%, subject to the interest rate floors set
forth therein; provided that if the Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.
The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and
desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be
priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening
of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest
pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above
and shall be determined without reference to clause (c) above.


 


“Base Rate Loan”
means a Loan that bears interest based on the Base Rate. All Base Rate Loans are only available to U.S. Borrowers and Canadian Borrowers
and shall be denominated in Dollars.


 


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


 


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


 


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


 


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


 


“BofA Securities”
means BofA Securities, Inc., in its capacity as joint lead arranger and joint bookrunner.


 


“Borrower”
and “Borrowers” each has the meaning specified in the introductory paragraph hereto.


 






    9


     


    

 


“Borrowing”
means a borrowing consisting of simultaneous Loans of the same Type, in the same currency and, in the case of Term Rate Loans, having
the same Interest Period made by each of the applicable Lenders pursuant to Section 2.01.


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are
in fact closed in, Toronto, Ontario, or in the state where the Administrative Agent’s Office with respect to Obligations denominated
in Dollars is located; provided that:


 


(a)            if
such day relates to any interest rate settings as to an Adjusted Daily Term SOFR Loan, or Adjusted Term SOFR Loan, any fundings, disbursements,
settlements and payments in Dollars in respect of any such Adjusted Daily Term SOFR Loan or Adjusted Term SOFR Loan, or any other dealings
in Dollars to be carried out pursuant to this Agreement in respect of any such Adjusted Daily Term SOFR Loan or Adjusted Term SOFR Loan,
means a U.S. Government Securities Business Day;


 


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


 


(c)            if
such day relates to any interest rate settings as to an Alternative Currency Loan denominated in Sterling, means a day other than a day
banks are closed for general business in London because such day is a Saturday, Sunday or a public holiday under the laws of Northern
Ireland or England and Wales;


 


(d)            with
respect to any notice, disbursement or payment with respect to any Alternative Currency Loan made to an Australian Borrower, any day
other than a Saturday or Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed
in, Sydney, Australia or Hong Kong;


 


(e)            with
respect to any notice, disbursement or payment with respect to any Alternative Currency Loan made to a Japanese Borrower, any day other
than a Saturday or Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in,
Tokyo, Japan or Hong Kong; and


 


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


 


“Canadian AML Acts”
means applicable Canadian law regarding anti-money laundering, anti-terrorist financing, government sanction and “know your client”
matters, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).


 






    10


     


    

 


“Canadian Autoborrow
Agreement” has the meaning specified in Section 2.04B(b)(ii).


 


“Canadian Borrower”
means any Borrower organized under the Laws of Canada or any province or territory thereof. As of the Sixth Amendment Effective Date,
the Canadian Borrowers are the Company, Ritchie Bros. Holdings Ltd., Ritchie Bros. Properties Ltd., Ritchie Bros. Auctioneers (Canada)
Ltd. and Rouse Services Canada Ltd.


 


“Canadian Defined
Benefit Pension Plan” means a Canadian Plan that contains or has ever contained a “defined benefit provision” as
such term is defined in Section 147.1(1) of the Income Tax Act (Canada), other than a Canadian Plan that is not sponsored by
any Loan Party or any Subsidiary thereof and in respect of which the obligations of any Loan Party or any Subsidiary thereof are limited
to making fixed contributions set out in a collective agreement.


 


“Canadian Dollar”
and “CAD” means the lawful currency of Canada.


 


“Canadian Plan”
means, in respect of the Loan Parties or any Subsidiary thereof, any deferred compensation, bonus, incentive or other compensation, share
option or purchase, severance, termination pay, hospitalization or other medical benefit, life or other insurance, vision, dental, drug,
sick leave, disability, salary continuation, vacation, supplemental unemployment benefits, profit sharing, mortgage assistance, pension
or supplemental pension, retirement compensation, group registered retirement savings, deferred profit sharing, employee profit sharing,
savings, retirement or supplemental retirement, and any other plan, program or arrangement, whether funded or unfunded, formal or informal,
written or unwritten, that is maintained, contributed to, or required to be maintained or contributed to, by any Loan Party or any Subsidiary
thereof, or to which any Loan Party or any Subsidiary thereof is a party, or bound by, or under which any Loan Party or any Subsidiary
thereof has any liability or contingent liability for the benefit of any Loan Party’s or any Subsidiary thereof’s current
and former directors, officers, shareholders, consultants, independent contractors and employees and their dependents, other than those
provided generally by any Governmental Authority (such as the Canada Pension Plan and Employment Insurance).


 


“Canadian Prime
Rate” means, for any day a fluctuating rate of interest per annum equal to the greater of (a) the per annum rate of interest
quoted or established as the “prime rate” of the Administrative Agent which it quotes or establishes for such day as its
reference rate of interest in order to determine interest rates for commercial loans in Canadian Dollars in Canada to its Canadian borrowers;
and (b) the average CDOR Rate for a 30-day term plus one-half of one percent (0.50%) per annum, adjusted automatically with each
quoted or established change in such rate, all without the necessity of any notice to any Borrower or any other Person. Such prime rate
is based on various factors including cost and desired return, general economic conditions and other factors, and is used as a reference
point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the prime rate shall take effect
at the opening of business on the day specified in the public announcement of such change. Notwithstanding anything to the contrary contained
herein, if the Canadian Prime Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.


 






    11


     


    

 


“Canadian Prime
Rate Loan” means a Revolving Loan, a Term Loan or Swing Line Loan that bears interest based on the Canadian Prime Rate. All
Canadian Prime Rate Loans are only available to Canadian Borrowers and shall be denominated in Canadian Dollars.


 


“Canadian Sanctions
List” means the list of names subject to the Regulations Establishing a List of Entities made under subsection 83.05(1) of
the Criminal Code (Canada), the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism, the United Nations
Al-Qaida and Taliban Regulations and/or the Special Economic Measures Act (Canada).


 


“Canadian Security
Agreement” means, collectively, (a) the Canadian security and pledge agreement, dated as of May 31, 2017, among the
Administrative Agent for the benefit of the holders of the Obligations and certain Loan Parties and (b) each deed of hypothec between
each Loan Party that is party thereto and the Administrative Agent for the benefit of the holders of the Obligations.


 


“Canadian Subsidiary”
means any Subsidiary that is organized under the Laws of Canada or any province or territory thereof.


 


“Canadian Swing
Line Commitment” means, as to the Canadian Swing Line Lender, its obligation to make Canadian Swing Line Loans pursuant to
Section 2.04B in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite the
Canadian Swing Line Lender’s name on Schedule 1.01(a), as such amount may be adjusted from time to time in accordance with
this Agreement.


 


“Canadian Swing
Line Lender” means Royal Bank of Canada, through itself or through one of its designated Affiliates or branch offices, in its
capacity as provider of Canadian Swing Line Loans, or any successor Canadian swing line lender hereunder.


 


“Canadian Swing
Line Loan” has the meaning specified in Section 2.04B(a).


 


“Canadian Swing
Line Loan Notice” means a notice of a Borrowing of Canadian Swing Line Loans pursuant to Section 2.04B(b), which
shall be substantially in the form of Exhibit 2.04B or such other form as approved by the Administrative Agent (including
any form on an electronic platform or electronic transmission system as shall be approve by the Administrative Agent), appropriately
completed and signed by a Responsible Officer of the applicable Borrower.


 


“Canadian Swing
Line Sublimit” means an amount equal to $15,000,000. The Canadian Swing Line Sublimit is part of, and not in addition to, the
Aggregate Revolving A Commitments.


 


“Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or the Lenders,
as collateral for L/C Obligations or obligations of the Revolving A Lenders to fund participations in respect of L/C Obligations, cash
or deposit account balances or, if the Administrative Agent and the L/C Issuer shall agree in their sole discretion, other credit support,
in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer.


 


“Cash Collateral”
shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.


 






    12


     


    

 


“Cash Equivalents”
means, as at any date, (1) with respect to the Company or any of its Subsidiaries: (a) securities issued or directly and fully
guaranteed or insured by the United States, or Canada, or any agency or instrumentality thereof (provided that the full faith
and credit of the United States or Canada, as applicable, is pledged in support thereof) having maturities of not more than twelve months
from the date of acquisition, (b) Dollar or Canadian Dollar denominated time deposits and certificates of deposit of (i) any
Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $250,000,000 or (iii) any
bank whose short-term commercial paper rating (at the date of acquisition thereof) from S&P is at least A-2 or the equivalent thereof
or from Moody’s is at least P-2 or the equivalent thereof (any such bank being an “Approved Bank”), in each
case with maturities of not more than twelve (12) months from the date of acquisition, (c) commercial paper and variable or fixed
rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any
domestic corporation rated (at the date of acquisition thereof) A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent
thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements entered
into by any Person with a bank or trust company (including the Lender) or recognized securities dealer having capital and surplus in
excess of $250,000,000 for direct obligations issued by or fully guaranteed by the United States or Canada in which such Person shall
have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market
value of at least 100% of the amount of the repurchase obligations, (e) Investments with average maturities of twelve (12) months
or less from the date of acquisition in money market funds rated (at the time of acquisition thereof) AAA- (or the equivalent thereof)
or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P
shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) and (f) Investments,
classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act
of 1940 which are administered by reputable financial institutions having capital of at least $250,000,000 and the portfolios of which
are limited to Investments of the character described in the foregoing subdivisions (a) through (e) and (2) with respect
to the Company or any International Subsidiary of the Company (other than a Canadian Subsidiary) or Investments made in a country outside
the United States or Canada, Cash Equivalents shall also include (i) investments of the type and maturity described in clauses
(a) through (e) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have
ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term
investments utilized by the Company or any International Subsidiary of the Company in accordance with normal investment practices for
cash management in investments analogous to the foregoing investments in clauses (a) through (e) and in this
definition.


 


“Cash Management
Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services,
including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds
transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation
and reporting and trade finance services and other cash management services.


 






    13


     


    

 


“Cash
Management Bank” means any Person that (a) at the time it enters into a Cash Management Agreement, is a Lender or the
Administrative Agent or an Affiliate of a Lender or the Administrative Agent, (b) in the case of any Cash Management Agreement
in effect on or prior to the Closing Date, is, as of the Closing Date or within 30 days thereafter, a Lender or the Administrative
Agent or an Affiliate of a Lender or the Administrative Agent and a party to a Cash Management Agreement or (c) within 30 days
after the time it enters into the applicable Cash Management Agreement, becomes a Lender, the Administrative Agent or an Affiliate
of a Lender or the Administrative Agent, in each case, in its capacity as a party to such Cash Management Agreement.


 


“Cash Pooling Arrangements”
means any cash pooling arrangements (including, without limitation, cash concentration arrangements and notional cash pooling arrangements
and any replacement thereof from time to time) maintained by Subsidiaries of the Company organized outside of the United States or Canada
(or by the Company or Subsidiaries of the Company organized in the United States or Canada to the extent relating solely to the accounts
of the Company or such Subsidiaries located outside of the United States or Canada) arising under the terms of a customary agreement
with a financial institution in order to facilitate the efficient deployment of cash.


 


“CDOR Rate”
has the meaning specified in the definition of “Alternative Currency Term Rate.”


 


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


 


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


 


“Change of Control”
means an event or series of events by which:


 


(a)            any
 “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its
capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to
have “beneficial ownership” of all Equity Interests that such person or group has the right to acquire, whether such
right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or
indirectly, of 45% or more of the Voting Stock of the Company representing 45% or more of the combined voting power of all Voting
Stock of the Company on a fully diluted basis (and taking into account all such securities that such person or group has the
right to acquire pursuant to any option right); provided, that, notwithstanding the foregoing, a Person shall not be deemed
to have “beneficial ownership” of Equity Interests subject to a stock purchase agreement, merger agreement or similar
agreement until the consummation of the transactions contemplated by such agreement;


 






    14


     


    

 


(b)            during
any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Company
cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period,
(ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above
constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose
election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and
(ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body;


 


(c)            the
Company fails to own and control, directly or indirectly, 100% of the Equity Interests of each Designated Borrower (other than nominal
shares and directors’ qualifying shares mandated by applicable Law); or


 


(d)            a
 “change of control” as defined in the documentation governing the Long-Term Financing occurs.


 


“Chinese Facilities”
means the line of credit and other extensions of credit provided by a Foreign Credit Facilities Bank to one or more Wholly-Owned Subsidiaries
of the Company that are incorporated under the laws of the People’s Republic of China, in an aggregate principal amount not to
exceed $10,000,000 at any time outstanding.


 


“Closing Date”
means October 27, 2016.


 


“CME”
means CME Group Benchmark Administration Limited.


 


“Collateral”
means a collective reference to all property with respect to which Liens in favor of the Administrative Agent, for the benefit of itself
and the other holders of the Obligations, are purported to be granted pursuant to and in accordance with the terms of the Collateral
Documents.


 


“Collateral Documents”
means a collective reference to the Security Agreement, the Canadian Security Agreement and other security documents as may be executed
and delivered by any Loan Party pursuant to the terms of Section 6.14 or any of the Loan Documents.


 


“Commitment”
means, as to each Lender, the Revolving A Commitment of such Lender, the Revolving B Commitment of such Lender, the Revolving C Commitment
of such Lender and/or the Delayed-Draw Term Loan Commitment of such Lender.


 


“Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).


 






    15


     


    

 


“Communication”
means this Agreement, any Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement,
disclosure or authorization related to any Loan Document.


 


“Company”
has the meaning specified in the introductory paragraph hereto.


 


“Company Materials”
has the meaning specified in Section 6.02.


 


“Compliance Certificate”
means a certificate substantially in the form of Exhibit 6.02.


 


“Conforming Changes”
means, with respect to the use, administration of or any conventions associated with SOFR, Term SOFR, or any Alternative Currency Term
Rate or any proposed Successor Rate for an Agreed Currency, as applicable, any conforming changes to the definitions of “Base Rate”,
 “SOFR”, “Term SOFR”, “Alternative Currency Term Rate” and “Interest Period”, timing and
frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including,
for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”,
timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) that the Administrative
Agent decides, in consultation with the Company, may be appropriate, to reflect the adoption and implementation of such applicable rate(s) and
to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the
Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market
practice for the administration of such rate exists, in such other manner of administration as the Administrative Agent determines, in
consultation with the Company, is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).


 


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


 






    16


     


    

 


“Consolidated
EBITDA” means, for any period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to
(a) Consolidated Net Income for such period plus (b) the following to the extent deducted in calculating such Consolidated
Net Income (other than clauses (iv) and (v)): (i) Consolidated Interest Charges for such period, (ii) the provision
for federal, state, local and foreign income taxes payable for such period, (iii) depreciation and amortization expense for
such period, (iv) expected cost savings, operating expense reductions and synergies for such period related to the consummation
of the EuroAuction Acquisition projected by the Company in good faith to result from actions with respect to which substantial steps
have been taken, will be taken, or are expected to be taken; provided that (A) such cost savings, operating expense
reductions and synergies are expected to be realized (in the good faith determination of the Company) within 24 months after the
EuroAuction Acquisition Closing Date, which are reasonably identifiable and factually supportable and (B) amounts added-back
for any period pursuant to this clause (iv) shall not exceed $20,000,000 during the term of this Agreement (it being understood
that no addbacks pursuant to this clause (iv) shall be permitted subsequent to 24 months after the EuroAuction Acquisition
Closing Date), (v) expected cost savings, operating expense reductions and synergies for such period related to mergers and
other business combinations, Acquisitions (other than the EuroAuction Acquisition), Dispositions, restructuring, or cost savings
initiatives which are reasonably identifiable and factually supportable and other similar initiatives and projected by the Company
in good faith to result from actions with respect to which substantial steps have been taken, will be taken, or are expected to be
taken; provided that (A) such cost savings, operating expense reductions and synergies are expected to be realized (in
the good faith determination of the Company) within 24 months after such transaction or initiative is consummated and
(B) amounts added-back for any period pursuant to this clause (v) shall not exceed 10% of Consolidated EBITDA for such
period (calculated prior to giving effect to such adjustments) (it being understood that no addbacks pursuant to this clause
(v) with respect to any specific merger, business combination, Acquisition, Disposition, restructuring or cost savings
initiative shall be permitted subsequent to 24 months after the applicable merger, business combination, Acquisition, Disposition,
restructuring or cost savings initiative), (vi) non-cash losses, charges and expenses (including non-cash compensation charges
but excluding (A) losses, charges and expenses to the extent representing an accrual of or reserve for cash losses, charges or
expenses in any future period and (B) write-downs or reserves of account receivables or inventory), (vii) unusual or
non-recurring losses, charges and expenses in an aggregate amount not to exceed $25,000,000 during such period, (viii) cash
restructuring and related charges and business optimization expenses in an aggregate amount not to exceed $25,000,000 during such
period, (ix) unrealized losses due to foreign exchange adjustments (including, without limitation, losses and expenses in
connection with currency and exchange rate fluctuations), (x) costs and expenses in connection with the Loan Documents and the
EuroAuction Acquisition (including, without limitation, one-time expenses associated with vested and unvested options),
(xi) one-time and non-recurring costs and expenses in connection with the Loan Documents and the IAA Acquisition Transactions
(whether or not consummated) (including, without limitation, one-time expenses associated with vested and unvested options),
(xii) expenses or charges related to any offering of Equity Interests, permitted Investment, Permitted Acquisition (other than
the EuroAuction Acquisition), Disposition, recapitalization or incurrence of permitted Indebtedness (whether or not consummated),
including non-operating or non-recurring professional fees, costs and expenses related thereto in an aggregate amount not to exceed
$25,000,000 during such period, and (xiii) losses from discontinued operations and non-ordinary course Dispositions, minus
(c) the following to the extent included in calculating such Consolidated Net Income: (i) non-cash income or gains,
(ii) unrealized gains due to foreign exchange adjustments (including, without limitation, gains in connection with currency and
exchange rate fluctuations) and (iii) income or gains from discontinued operations and non-ordinary course Dispositions; provided that
to the extent that the amount of Consolidated EBITDA for any period attributable to the sum of the items described in clauses (vii),
(viii) and (xii) would exceed 10% of Consolidated EBITDA for such period (calculated prior to giving effect to such
adjustments), such excess shall be excluded from the calculation of Consolidated EBITDA.


 


“Consolidated
Funded Indebtedness” means, as of any date of determination with respect to the Company and its Subsidiaries on a
consolidated basis, without duplication, the sum of: (a) all obligations for borrowed money, whether current or long-term and
all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all purchase money
indebtedness; (c) all direct or contingent obligations arising under letters of credit (including standby and commercial),
bankers’ acceptances, bank guaranties and similar instruments; (d) all obligations in respect of the deferred purchase
price of property or services (other than trade accounts payable in the ordinary course of business) solely to the extent such
obligation is evidenced by a note or similar instrument and such obligation is included as a liability on the balance sheet of the
Company and its Subsidiaries in accordance with GAAP; (e) all Attributable Indebtedness; (f) all Guarantees with respect
to Indebtedness of the types specified in clauses (a) through (e) above of another Person; and (g) all Indebtedness
of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which the Company or a Subsidiary is a general partner or joint
venturer, except to the extent that Indebtedness is expressly made non-recourse to such Person; provided, that,
notwithstanding anything herein to the contrary, Indebtedness in respect of the Long-Term Financing shall not constitute
Consolidated Funded Indebtedness to the extent (and for so long as) such Long-Term Financing has been funded into escrow to fund the
EuroAuction Acquisition and remains in escrow; provided, further that, notwithstanding anything herein to the
contrary, Indebtedness in respect of any Sixth Amendment Closing Date Financing shall not constitute Consolidated Funded
Indebtedness to the extent (and for so long as) such Sixth Amendment Closing Date Financing has been funded into escrow to fund the
IAA Acquisition Transactions and remains in escrow.


 






    17


     


    

 


“Consolidated Interest
Charges” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the sum of (a) all interest,
debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection
with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, plus (b) the
portion of rent expense with respect to such period under finance leases that is treated as interest in accordance with GAAP, but excluding
any payments with respect to make-whole premiums, prepayment penalties or other breakage costs of any Indebtedness; provided,
that, notwithstanding anything herein to the contrary, interest in connection with the Long-Term Financing shall not constitute Consolidated
Interest Charges to the extent (and for so long as) such Long-Term Financing has been funded into escrow to fund the EuroAuction Acquisition
and remains in escrow; provided, further notwithstanding anything herein to the contrary, interest in connection with any
Sixth Amendment Closing Date Financing shall not constitute Consolidated Interest Charges to the extent (and for so long as) such Sixth
Amendment Closing Date Financing has been funded into escrow to fund the IAA Acquisition Transactions and remains in escrow.


 


“Consolidated Interest
Coverage Ratio” means, as of any date of determination, the ratio of (a) the sum of Consolidated EBITDA for the most recently
completed four fiscal quarters to (b) Consolidated Interest Charges paid in cash for the most recently completed four fiscal
quarters.


 


“Consolidated Leverage
Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to
(b) Consolidated EBITDA for the most recently completed four fiscal quarters.


 


“Consolidated Net
Income” means, for any period, for the Company and its Subsidiaries on a consolidated basis, net income (or loss) for such
period; provided that Consolidated Net Income shall exclude (a) extraordinary gains and extraordinary losses for such period
and (b) any income (or loss) for such period of any Person if such Person is not a Subsidiary, except that the Company’s equity
in the net income of any such Person for such period shall be included in Consolidated Net Income up to the aggregate amount of cash
actually distributed by such Person during such period to the Company or a Subsidiary as a dividend or other distribution.


 






    18


     


    

 


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


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Covered Entity”
means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
 § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
382.2(b).


 


“Covered Party”
has the meaning specified in Section 11.22.


 


“Credit Extension”
means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.


 


“CTA”
means the United Kingdom Corporation Tax Act 2009.


 


“Daily Simple SOFR”
with respect to any applicable determination date means the secured overnight financing rate (“SOFR”) published on
such date by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal
Reserve Bank of New York’s website (or any successor source).


 


“Debt Issuance”
means the issuance by any Loan Party or any Subsidiary of any Indebtedness other than Indebtedness permitted under Section 7.03.


 


“Debtor Relief Laws”
means the Bankruptcy Code of the United States, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement
Act (Canada), the Winding-Up and Restructuring Act (Canada), the Dutch Bankruptcy Code (Faillissementswet), Insolvency Act
1986 (United Kingdom), the Corporations Act 2001 (Cth), the Bankruptcy Act 1966 (Cth), and all other liquidation, provisional liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, administration, insolvency,
stay, winding up, deregistration, compromise or composition, reorganization, scheme of arrangement, Laws affecting creditors’ rights
generally or similar debtor relief Laws of the United States, Australia, Canada, Japan, the Netherlands, the United Kingdom, Mexico or
other applicable jurisdictions from time to time in effect.


 


“Default”
means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.


 


“Default
Rate” means (a) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent
(2%) in excess of the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not
specified or available, a rate per annum equal to the Base Rate or the Canadian Prime Rate, as applicable, plus the Applicable Rate
for Revolving Loans that are Base Rate Loans or Canadian Prime Rate Loans plus two percent (2%), in each case, to the fullest extent
permitted by applicable Law.


 






    19


     


    

 


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


 


“Defaulting Lender”
means, subject to Section 2.15(d), any Lender that (a) has failed to (i) fund all or any portion of its Loans within
two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and
the Company in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent
to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing)
has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender any other
amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within
two Business Days of the date when due, (b) has notified the Company, the Administrative Agent, the L/C Issuer or the Swing Line
Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect
(unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position
is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with
any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed,
within three Business Days after written request by the Administrative Agent or the Company, to confirm in writing to the Administrative
Agent and the Company that it will comply with its prospective funding obligations hereunder (provided that such Lender shall
cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent
and the Company), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under
any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit
of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance
Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in
Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity
Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest
does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of attachment on its assets (except for EDC) or permit such Lender (or such Governmental Authority) to reject,
repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that
a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status,
shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(d))
as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by
the Administrative Agent to the Company, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination.


 


“Delayed-Draw
Term Loan” has the meaning specified in Section 2.01(d). The aggregate principal amount of the Delayed-Draw
Term Loans outstanding on the Fourth Amendment Effective Date (after giving effect to the initial Borrowing thereof on the Fourth
Amendment Effective Date) is CAD$118,889,995.48.


 



    20


     


    

 


“Delayed-Draw Term
Loan Commitment” means, as to any Term Lender, such Term Lender’s obligation to make its portion of Delayed-Draw Term
Loans to the Company, Ritchie Bros. Auctioneers (Canada) Ltd., Ritchie Bros. Holdings Ltd., Ritchie Bros. Holdings Inc., Ritchie Bros.
Auctioneers (America) Inc., Ritchie Bros. UK Limited and/or Ritchie Bros. UK Holdings Limited pursuant to Section 2.01(d),
in an aggregate principal amount not to exceed the amount set forth opposite such Term Lender’s name on Schedule 2.01 or
in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto. The aggregate amount of all Delayed-Draw
Term Loan Commitments in effect on the Fourth Amendment Effective Date (prior to giving effect to the initial Borrowing of Delayed-Draw
Term Loans on the Fourth Amendment Effective Date) is $295,000,000.


 


“Designated Borrower”
has the meaning specified in the introductory paragraph hereto.


 


“Designated Borrower
Joinder Agreement” has the meaning specified in Section 2.17.


 


“Designated Borrower
Request” has the meaning specified in Section 2.17.


 


“Designated Jurisdiction”
means any country or territory to the extent that such country or territory itself is the subject of any Sanction.


 


“Designated Non-Cash
Consideration” means the fair market value of non-cash consideration in connection with a Disposition pursuant to Section 7.05(d) that
is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Company, setting forth the
basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted
to cash within 365 days following the consummation of the applicable Disposition).


 


“Disinterested Director”
shall mean, with respect to any Person and transaction, a member of the Board of Directors of such Person who does not have any material
direct or indirect financial interest in or with respect to such transaction.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition of any property by any Loan Party or any
Subsidiary, including any Sale and Leaseback Transaction and any sale, assignment, transfer or other disposal, with or without recourse,
of any notes or accounts receivable or any rights and claims associated therewith, but excluding any Recovery Event.


 


“Disqualified Equity
Interest” means, with respect to any Person, any Equity Interest in such Person that by its terms (or by the terms of any security
into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the
happening of any event or condition:


 


(a)            matures
or is mandatorily redeemable (other than solely for Equity Interests in such Person or the Company that do not constitute
Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking
fund obligation or otherwise;


 






    21


     


    

 


(b)            is
convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Indebtedness or Equity Interests (other than
solely for Equity Interests in such Person or the Company that do not constitute Disqualified Equity Interests and cash in lieu of fractional
shares of such Equity Interests); or


 


(c)            is
redeemable (other than solely for Equity Interests in such Person or the Company and cash in lieu of fractional shares of such Equity
Interests) or is required to be repurchased by such Person or any of its Affiliates, in whole or in part, at the option of the holder
thereof;


 


in each case, on or prior
to the date 91 days after the Maturity Date; provided, however, that (i) an Equity Interest in any Person that would
not constitute a Disqualified Equity Interest but for terms thereof giving holders thereof the right to require such Person to redeem
or purchase such Equity Interest upon the occurrence of an “asset sale,” “condemnation event,” a “change
of control” or similar event shall not constitute a Disqualified Equity Interest if any such requirement becomes operative only
after repayment in full of all the Loans and all other Obligations that are accrued and payable and the termination of the Commitments
and (ii) if an Equity Interest in any Person is issued pursuant to any plan for the benefit of employees of the Company or any of
its Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute a Disqualified Equity Interest solely
because it may be required to be repurchased by the Company or any of its Subsidiaries in order to satisfy applicable statutory or regulatory
obligations of such Person or as a result of such employee’s termination, death, or disability.


 


“Dollar”
and “$” mean lawful money of the United States.


 


“Dollar Equivalent”
means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if
such amount is expressed in an Alternative Currency, the equivalent of such amount in Dollars determined by using the rate of exchange
for the purchase of Dollars with the Alternative Currency last provided (either by publication or otherwise provided to the Administrative
Agent or the L/C Issuer, as applicable) by the applicable Bloomberg source (or such other publicly available source for displaying exchange
rates) on the date that is two (2) Business Days immediately preceding the date of determination (or if such service ceases to be
available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as determined by the Administrative Agent
or the L/C Issuer, as applicable, using any reasonable method of determination it deems appropriate in its sole discretion) and (c) if
such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by the Administrative Agent
or the L/C Issuer, as applicable, using any reasonable method of determination it deems appropriate in its sole discretion. Any determination
by the Administrative Agent or the L/C Issuer pursuant to clauses (b) or (c) above shall be conclusive absent
manifest error.


 


“Dutch Autoborrow
Agreement” has the meaning specified in Section 2.04D(b)(ii).


 






    22


     


    

 


“Dutch Borrower”
means any Borrower organized under the Laws of the Netherlands. As of the Sixth Amendment Effective Date, Ritchie Bros. Holdings B.V.,
a Netherlands company, Ritchie Bros. B.V., a Netherlands company, Ritchie Bros. Properties B.V., a Netherlands company, and Ritchie Bros.
Shared Services B.V., a Netherlands company, are the Dutch Borrowers.


 


“Dutch Swing Line
Commitment” means, as to the Dutch Swing Line Lender, its obligation to make Dutch Swing Line Loans pursuant to Section 2.04D
in an aggregate principal amount at any one time outstanding not to exceed the Dutch Swing Line Sublimit.


 


“Dutch Swing Line
Lender” means any Lender selected by the Company, with such selection to be agreed to by such Lender in its sole discretion
and approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed), through itself or through
one of its designated Affiliates or branch offices, in its capacity as provider of Dutch Swing Line Loans, or any successor Dutch swing
line lender hereunder.


 


“Dutch Swing Line
Loan” has the meaning specified in Section 2.04D(a).


 


“Dutch Swing Line
Loan Notice” means a notice of a Borrowing of Dutch Swing Line Loans pursuant to Section 2.04D(b), which shall
be substantially in the form of Exhibit 2.04D or such other form as approved by the Administrative Agent (including any form
on an electronic platform or electronic transmission system as shall be approve by the Administrative Agent), appropriately completed
and signed by a Responsible Officer of the applicable Borrower.


 


“Dutch Swing Line
Sublimit” means an amount equal to $15,000,000. The Dutch Swing Line Sublimit is part of, and not in addition to, the Aggregate
Revolving A Commitments.


 


“EDC”
means Export Development Canada, a corporation established by an Act of the Parliament of Canada.


 


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


 


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


 


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


 


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


 


“Electronic Copy”
has the meaning specified in Section 11.17.


 






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“Electronic Record”
and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may
be amended from time to time.


 


“Eligible Assignee”
means any Person that meets the requirements to be an assignee under Sections 11.06(b)(iii) and (v) (subject
to such consents, if any, as may be required under Section 11.06(b)(iii)).


 


“Eligible Currency”
means any lawful currency other than Dollars that is readily available, freely transferable and convertible into Dollars in the international
interbank market available to the Lenders in such market and as to which a Dollar Equivalent may be readily calculated. If, after the
designation by the Lenders of any currency as an Alternative Currency, any change in currency controls or exchange regulations or any
change in the national or international financial, political or economic conditions are imposed in the country in which such currency
is issued, result in, in the reasonable opinion of the Administrative Agent (in the case of any Loans to be denominated in an Alternative
Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency), (a) such currency
no longer being readily available, freely transferable and convertible into Dollars, (b) a Dollar Equivalent is no longer readily
calculable with respect to such currency or (c) providing such currency is impracticable for the Lenders (each of (a), (b), and
(c) a “Disqualifying Event”), then the Administrative Agent shall promptly notify the Lenders and the Company,
and such country’s currency shall no longer be an Alternative Currency until such time as the Disqualifying Event(s) no longer
exist. Within, five (5) Business Days after receipt of such notice from the Administrative Agent, the Borrowers shall repay all
Loans in such currency to which the Disqualifying Event applies or convert such Loans into the Dollar Equivalent of Loans in Dollars,
subject to the other terms contained herein.


 


“Enhanced €STR”
means, with respect to any applicable determination date, the percentage rate per annum which is the aggregate of the applicable:


 


(a)            €STR;
and


 


(b)            EONIA-€STR
Spread.


 


“Environmental Laws”
means any and all federal, state, provincial, territorial, local and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and
the protection of the environment or the release of any materials into the environment, including those related to hazardous substances
or wastes, air emissions and discharges to waste or public systems.


 


“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities), of any Loan Party or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure
to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 






    24


     


    

 


“EONIA-€STR
Spread” means, with respect to any applicable determination date:


 


(a)            the
percentage rate per annum which is, or remains, published on that day as the “EONIA-€STR spread” by the European Central
Bank; or


 


(b)            if
no such rate is, or remains, published on that day, the percentage rate per annum which was the “EONIA-€STR spread”
most recently published by the European Central Bank.


 


“Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, and
all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other
ownership or profit interests in) such Person.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(b) or
(c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions
relating to Section 412 of the Internal Revenue Code).


 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Company or any ERISA Affiliate from
a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity 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 the Company or any ERISA Affiliate from a Multiemployer Plan or notification that
a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment
as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension
Plan; (f) any 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; (g) the determination that any Pension Plan is considered an at-risk plan or a plan
in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303, 304 and
305 of ERISA; (h) 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 the Company or any ERISA Affiliate or (i) a failure by the Company or any ERISA Affiliate to meet
all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure
by the Company or any ERISA Affiliate to make any required contribution to a Multiemployer Plan.


 


“€STR”
means, with respect to any applicable determination date, the euro short-term rate administered by the European Central Bank (or any
other person which takes over the administration of that rate) published on the fifth Business Day preceding such date on the applicable
Reuters screen page providing such quotations as may be designated by the Administrative Agent from time to time; provided however
that if such determination date is not a Business Day, €STR means such rate that applied on the first Business Day immediately
prior thereto.


 






    25


     


    

 


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


 


“EuroAuction”
means Euro Auctions Limited, a private limited company incorporated in Northern Ireland with company number NI663696, Euro Auctions Holdings
Limited, a private limited company incorporated in Northern Ireland with company number NI643796, William Keys & Sons Holdings
Limited, a private limited company incorporated in Northern Ireland with company number NI663694, Equipment Sales Ltd, a private limited
company incorporated in Northern Ireland with company number NI668774, and Equipment & Plant Services Ltd, a private limited
company incorporated in Northern Ireland with company number NI666354, together with their Subsidiaries.


 


“EuroAuction Acquisition”
means the Acquisition of EuroAuction pursuant to the terms of the EuroAuction Acquisition Agreement.


 


“EuroAuction Acquisition
Agreement” means that certain Sale and Purchase Agreement, dated as of August 9, 2021, among the “Vendors”
party thereto, Euro Auctions FZE, the Company, and Ritchie Bros. UK Holdings Ltd, and all exhibits, schedules and annexes thereto.


 


“EuroAuction Acquisition
Closing Date” means the date that the EuroAuction Acquisition is consummated.


 


“Event of Default”
has the meaning specified in Section 8.01.


 






    26


     


    

 


“Excluded
Property” means, with respect to any Loan Party, (a) any owned or leased real property, (b) unless otherwise
agreed in writing by the Company and the Administrative Agent, any IP Rights (i) for which a perfected Lien thereon is not
effected either by filing of a Uniform Commercial Code financing statement, a PPSA financing statement or by appropriate evidence of
such Lien being filed in either the United States Copyright Office, the United States Patent and Trademark Office or the Canadian
Intellectual Property Office or (ii) that consist of any intent-to-use trademark application prior to the filing of a
 “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and
solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of
such intent-to-use trademark application under applicable U.S. federal Law, (c) unless otherwise agreed in writing by the
Company and the Administrative Agent, any personal property (in the case of the UCC) or any property (in the case of the PPSA), in
each case other than property described in clause (b) above, for which the attachment or perfection of a Lien thereon is not
governed by the Uniform Commercial Code or the PPSA, as applicable, (d) any motor vehicles and other assets subject to
certificates of title that any Loan Party takes interests in (whether as consignee or purchaser) for the purposes of selling at
auction, to the extent that a security interest therein cannot be perfected by filing a Uniform Commercial Code or PPSA financing
statement, (e) letter of credit rights (other than to the extent such rights can be perfected by filing a Uniform Commercial
Code or a PPSA financing statement), (f) “margin stock” (within the meaning of Regulation U of the FRB) and pledges
and security interests prohibited by applicable Law, rule or regulation or agreements with any Governmental Authority or which
would require governmental (including regulatory) consent, approval, license or authorization to provide such security interest
unless such consent, approval, license or authorization has been received, in each case, after giving effect to the applicable
anti-assignment provisions of the Uniform Commercial Code or the PPSA or other applicable Law, (g) any Equity Interests of a
Person to the extent that, and for so long as (i) such Equity Interests constitute less than 100% of all Equity Interests of
such Person, and the Person or Persons holding the remainder of such Equity Interests are not the Company or its Subsidiaries and
(ii) the granting of a security interest in such Equity Interests in favor of the Administrative Agent are not permitted by the
terms of such issuing Person’s Organization Documents or otherwise require the consent of a Person or Persons who are not
Subsidiaries of the Company (other than any approval or consent that may be required from the board of directors or shareholders of
any Canadian Subsidiary pursuant to its constating documents), other than to the extent that any such law, rule, regulation, term,
prohibition, restriction or condition would be rendered ineffective pursuant to the Uniform Commercial Code, the PPSA or any other
applicable Law (including Debtor Relief Laws) or principles of equity, (h) deposit accounts, securities accounts, commodities
accounts and other similar accounts maintained for the sole purpose of funding payroll obligations, employee benefit or health
benefit obligations, tax obligations, escrow arrangements or holding funds owned by Persons other than the Company or any
Subsidiary, (i) the Equity Interests of any direct International Subsidiary (other than a Canadian Subsidiary) of any Loan
Party to the extent not required to be pledged to secure the Obligations pursuant to Section 6.14(a), (j) any
property which, subject to the terms of Section 7.09, is subject to a Lien of the type described in Section 7.01(i) pursuant
to documents which prohibit such Loan Party from granting any other Liens in such property, (k) any General Intangible (as
defined in the Uniform Commercial Code), permit, lease, license, contract or other Instrument (as defined in the Uniform Commercial
Code) of any Loan Party to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract
or other Instrument in the manner contemplated by any Collateral Document, under the terms thereof or under applicable Law, is
prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or
otherwise alter such Loan Party’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of
time or both); provided that (1) any such limitation described in this clause (k) shall only apply to the extent
that any such prohibition would not be rendered ineffective pursuant to the Uniform Commercial Code, the PPSA or any other
applicable Law (including Debtor Relief Laws) or principles of equity and (2) in the event of the termination or elimination of
any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license,
contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting
of any such consent, or waiving or terminating any requirement for such consent, a security interest in such General Intangible,
permit, lease, license, contract or other Instrument shall be automatically shall be included as “Collateral”, and
(l) any assets of such Loan Party as to which the Administrative Agent and the Company agree in writing (including by e-mail)
that the cost, burden or consequences (including adverse tax consequences) of obtaining or perfecting a security interest in such
assets is excessive in relation to the value of such assets as Collateral.


 


“Excluded
Subsidiary” means (a) any Immaterial Subsidiary, (b) any Subsidiary that (i) is not permitted by applicable
Law to provide the Guaranty, (ii) would require governmental (including regulatory) consent, approval, license or authorization
to provide the Guaranty, unless such consent, approval, license or authorization has been obtained (it being understood there is no
obligation to obtain the same), (iii) is a non-Wholly-Owned Subsidiary, (iv) is a captive insurance company or (v) is
a not-for-profit Subsidiary, (c) any CFC, any U.S. Subsidiary all or substantially all of the assets of which consist of the
Equity Interests of one or more CFCs, or any U.S. Subsidiary that is a Subsidiary of a CFC, in each case pursuant to this clause
(c), except to the extent that the Administrative Agent and the Company have mutually agreed in writing (including by email) that
the cost, burden or consequences (including adverse tax consequences) of obtaining the Guaranty of such Subsidiary would not be
excessive in light of the practical benefits to the Lenders afforded thereby.


 






    27


     


    

 


“Excluded Swap Obligation”
means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Loan
Party of, or the grant under a Loan Document by such Loan Party of a security interest to secure, such Swap Obligation (or any Guarantee
thereof) is or becomes illegal under the Commodity Exchange Act (or the application or official interpretation thereof) by virtue of
such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity
Exchange Act (determined after giving effect to Section 10.08 and any and all guarantees of such Loan Party’s Swap
Obligations by other Loan Parties) at the time the Guaranty of such Loan Party, or grant by such Loan Party of a security interest, becomes
effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract,
such exclusion shall apply to only the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty
or security interest is or becomes illegal.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to
a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in
each case, (i) 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 Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that
are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the
account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which
(i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Company under
Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii),
3.01(a)(iii) or 3.01(f), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately
before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable
to such Recipient’s failure to comply with Section 3.01(h), (d) any Taxes compensated for under Section 3.01(b)(ii) (or
would have been compensated for under that paragraph but was not so compensated solely because one of the exceptions in Section 3.01(b)(iii) applied)
and (e) any U.S. federal withholding Taxes imposed pursuant to FATCA.


 


“Existing 2025 Notes”
means the 5.375% senior notes due January 15, 2025 governed by that certain Indenture, dated as of December 21, 2016, among
the Company, the guarantors party thereto and the trustee party thereto, as amended, restated, supplemented or otherwise modified from
time to time.


 


“Existing Letters
of Credit” means letters of credit set forth on Schedule 1.01.


 


“Facility Office”
means, with respect to any Lender, the office through which such Lender will perform its obligations under this Agreement.


 






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“Facility Termination
Date” means the date as of which all of the following shall have occurred: (a) all Commitments have terminated, (b) all
Obligations arising under the Loan Documents have been paid in full (other than contingent indemnification obligations for which no claim
has been asserted), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit that have been Cash Collateralized).


 


“FASB ASC”
means the Accounting Standards Codification of the Financial Accounting Standards Board.


 


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


 


“Federal Funds Rate”
means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions
by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website
from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective
rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for
purposes of this Agreement.


 


“Fee Letter”
means the letter agreement, dated August 25, 2021 among the Company and BofA Securities.


 


“Fifth Amendment
Effective Date” means February 16, 2022.


 


“Foreign Credit
Facilities Bank” means any Lender, the Administrative Agent or any Affiliate thereof that is a party to a Secured Foreign Credit
Facility and with respect to which a Secured Party Designation Notice has been delivered to the Administrative Agent (unless such Foreign
Credit Facilities Bank is the Administrative Agent or an Affiliate thereof) prior to the execution and delivery of such Secured Foreign
Credit Facility.


 


“Foreign Lender”
means (a) with respect to a Borrower that is a U.S. Person, a Lender that is not a U.S. Person, and (b) with respect to a Borrower
that 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. For purposes of this definition, the United States, each State thereof and the District of Columbia shall
be deemed to constitute a single jurisdiction.


 


“Foreign Plan”
means any employee benefit plan (other than an Canadian Plan) maintained by the Company or any of its Subsidiaries that is mandated or
governed by any Law, rule or regulation of any Government Authority other than the United States, any state thereof or any other
political subdivision thereof.


 


“Fourth Amendment
Effective Date” means September 21, 2021.


 






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


 


“Fronting Exposure”
means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage
of the Outstanding Amount of all outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation
obligation has been reallocated to other Revolving A Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with
respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans
as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving A Lenders in accordance with
the terms hereof.


 


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


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board, consistently applied.


 


“Governmental Authority”
means the government of the United States, Canada or any other nation, or of any political subdivision thereof, whether state, provincial,
territorial 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 the Financial
Conduct Authority, the Prudential Regulation Authority, any supra-national bodies such as the European Union or the European Central
Bank).


 


“GS Principal Investor
Lender” means each investment entity and/or other affiliate of Goldman Sachs & Co. LLC or any fund, investor, entity
or account that is managed, sponsored or advised by Goldman Sachs & Co. LLC or its affiliates, in each case, that is a Lender
as of the Sixth Amendment Closing Date.


 


“GS Principal Investors”
means each GS Principal Investor Lender and any Other GS Principal Investor.


 


“Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect
of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or
pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or
lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation
of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or
any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the
primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other
manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such
obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any
Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person
(or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee
shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in
respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect
thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding
meaning.


 






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“Guarantors”
means, collectively, (a) each Subsidiary of the Company identified as a “Guarantor” on the signature pages hereto
and not otherwise designated as a “Borrower” on the signature pages hereto, (b) each Person that joins as a Guarantor
pursuant to Section 6.13 or otherwise, (c) with respect to (i) all Obligations of each Designated Borrower, (ii) all
Obligations of any Subsidiary of the Company under any Secured Hedge Agreement, (iii) all Obligations of any Subsidiary of the Company
under any Secured Cash Management Agreement, (iv) all Swap Obligations of each Specified Loan Party (determined before giving effect
to Sections 10.01 and 10.08) under the Guaranty and (v) all Obligations of any Subsidiary of the Company under any
Secured Foreign Credit Facility, the Company, (d) with respect to (i) all Obligations of the Company and each other Designated
Borrower, (ii) all Obligations of the Company or any other Subsidiary under any Secured Hedge Agreement, (iii) all Obligations
of the Company or any other Subsidiary under any Secured Cash Management Agreement, (iv) all Swap Obligations of each Specified
Loan Party (determined before giving effect to Sections 10.01 and 10.08) under the Guaranty and (v) all Obligations
of any other Subsidiary of the Company under any Secured Foreign Credit Facility, each Designated Borrower and (e) the successors
and permitted assigns of the foregoing.


 


“Guaranty”
means the Guaranty made by the Guarantors in favor of the Administrative Agent and the other holders of the Obligations pursuant to Article X.


 


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


 


“Hedge
Bank” means any Person that (i) at the time it enters into a Swap Contract, is a Lender or the Administrative Agent
or an Affiliate of a Lender or the Administrative Agent, (ii) in the case of any Swap Contract in effect on or prior to the
Closing Date, is, as of the Closing Date or within 30 days thereafter, a Lender or the Administrative Agent or an Affiliate of a
Lender or the Administrative Agent and a party to a Swap Contract or (iii) within 30 days after the time it enters into the
applicable Swap Contract, becomes a Lender, the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, in
each case, in its capacity as a party to such Swap Contract; provided, in the case of a Secured Hedge Agreement with a Person
who is no longer a Lender (or Affiliate of a Lender), such Person shall be considered a Hedge Bank only through the stated
termination date (without extension or renewal) of such Secured Hedge Agreement.


 






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“Honor Date”
has the meaning set forth in Section 2.03(c).


 


“Hostile Acquisition”
means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such
Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing
body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval
has been withdrawn.


 


“IAA Acquisition”
means the Acquisition of IAA, Inc. and its Subsidiaries pursuant to the terms of the IAA Purchase Agreement.


 


“IAA Acquisition
Transactions” means (a) the consummation of the IAA Acquisition, (b) the repayment or redemption of IAA, Inc.’s
existing 5.50% senior notes due 2027 governed by that certain Indenture, dated as of June 6, 2019, among IAA Spinco Inc. (n/k/a
IAA, Inc.), as the company, the guarantors party thereto and the trustee party thereto, (c) the repayment of IAA, Inc.’s
existing credit facilities under that certain Credit Agreement, dated as of April 30, 2021, among Target, the lenders and issuing
lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent, (d) the incurrence of any Sixth
Amendment Closing Date Financing (including the New Term A Loans), (e) the issuance by the Company of common shares in accordance
with the IAA Purchase Agreement, (f) the effectiveness of the Sixth Amendment, (g) the incurrence of liens securing the Existing
2025 Notes, if applicable, and (h) payment of any or all of the fees and expenses incurred in connection with the foregoing.


 


“IAA Purchase Agreement”
means that certain Agreement and Plan of Merger and Reorganization (together with all exhibits, schedules and annexes thereto) dated
November 7, 2022 by and among the Company, certain subsidiaries of the Company party thereto and IAA, Inc.


 


“IFRS”
means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial
statements delivered under or referred to herein.


 


“Immaterial Subsidiary”
means any Subsidiary that is not a Material Subsidiary.


 


“Incremental Amount”
means, at any time after the Fourth Amendment Effective Date, an amount not to exceed (a) $450,000,000 plus (b) if the Consolidated
Leverage Ratio, at the time of incurrence of such Incremental Amount and after giving effect thereto (and the use of proceeds thereof)
on a Pro Forma Basis in accordance with Section 1.11, is less than or equal to 2.50 to 1.00 (assuming for purposes of such
calculation that any Incremental Revolving Commitments being incurred at the time of such calculation are fully drawn), an unlimited
amount (this clause (b), the “Incremental Ratio Basket”); it being understood that, if the Consolidated Leverage Ratio
set forth in clause (b) is satisfied on such date on a Pro Forma Basis, any such Indebtedness may, at the sole discretion of the
Company, be incurred under clause (b) regardless of whether there is capacity to incur such Indebtedness under clause (a).


 


“Incremental Facility
Amendment” has the meaning specified in Section 2.16.


 






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“Incremental Facility
Loans” has the meaning specified in Section 2.16(b).


 


“Incremental Request”
has the meaning specified in Section 2.16(b).


 


“Incremental Revolving
Commitments” has the meaning specified in Section 2.16(b).


 


“Incremental Revolving
Loans” has the meaning specified in Section 2.16(b).


 


“Incremental Term
Facility” has the meaning specified in Section 2.16(b).


 


“Incremental Term
Loans” has the meaning specified in Section 2.16(b).


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities
in accordance with GAAP:


 


(a)            all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;


 


(b)            the
maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties,
surety bonds and similar instruments issued by or for the account of such Person;


 


(c)            the
Swap Termination Value of any Swap Contract;


 


(d)            all
obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary
course of business and any earn-out obligation until such obligation becomes a liability on the balance sheet of the Company and its
Subsidiaries in accordance with GAAP and if not paid when due and payable);


 


(e)            indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising
under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person
or is limited in recourse;


 


(f)            all
Attributable Indebtedness of such Person;


 


(g)            all
obligations of such Person in respect of Disqualified Equity Interests of such Person;


 


(h)            all
Guarantees of such Person in respect of any of the foregoing; and


 


(i)            all
Indebtedness of the types referred to in clauses (a) through (h) above of any partnership or joint venture (other than a joint
venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer, unless
such Indebtedness is expressly made non-recourse to such Person;


 






    33


     


    

 


provided
that the term “Indebtedness” shall not include (i) deferred or prepaid revenue, (ii) purchase price
holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the seller,
(iii) accrued expenses and (iv) obligations in respect of operating leases. For all purposes hereof, the Indebtedness of the
Company and its Wholly-Owned Subsidiaries shall exclude intercompany liabilities arising from their cash management and accounting operations
and intercompany loans, advances or Indebtedness among the Company and its Wholly-Owned Subsidiaries having a term not exceeding 364
days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business.


 


“Indemnified Taxes”
means (a) 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 (b) to the extent not otherwise described in clause (a), Other Taxes.


 


“Indemnitee”
has the meaning specified in Section 11.04(b).


 


“Indian Facilities”
means the line of credit and other extensions of credit provided by a Foreign Credit Facilities Bank to one or more Wholly-Owned Subsidiaries
of the Company that are incorporated under the laws of India, in an aggregate principal amount not to exceed $5,000,000 at any time outstanding.


 


“Information”
has the meaning specified in Section 11.07.


 


“Intercreditor Agreement”
means a customary intercreditor agreement in form and substance reasonably satisfactory to the Company and the Administrative Agent (it
being understood and agreed that, for the avoidance of doubt, such intercreditor agreement shall be posted for Lenders by the Administrative
Agent).


 


“Interest Payment
Date” means (a) as to any Adjusted Term SOFR Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for an Adjusted Term SOFR Loan exceeds three months, the
respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; (b) as
to any Adjusted Daily Term SOFR Loan, Base Rate Loan or any Canadian Prime Rate Loan (including a Swing Line Loan), the last Business
Day of each March, June, September and December and the Maturity Date; (c) as to any Alternative Currency Daily Rate Loan,
the last Business Day of each March, June, September and December and the Maturity Date; and (d) as to any Alternative
Currency Term Rate Loan, the last day of each Interest Period applicable to such Loan; provided, however, that if any Interest
Period for an Alternative Currency Term Rate Loan exceeds three months, the respective dates that fall every three months after the beginning
of such Interest Period shall be Interest Payment Dates.


 


“Interest
Period” means, as to each Adjusted Term SOFR Loan and Alternative Currency Term Rate Loan (other than a CDOR Rate Loan),
the period commencing on the date such Loan is disbursed or converted to or continued as an Adjusted Term SOFR Loan or an
Alternative Currency Term Rate Loan (other than a CDOR Rate Loan), as applicable, and ending on the date one, three or six months
thereafter, as selected by the applicable Borrower in its Loan Notice, or such other period that is twelve months or less requested
by the applicable Borrower and consented to by all the appropriate Lenders and the Administrative Agent (in the case of each
requested Interest Period, subject to availability), and as to each CDOR Rate Loan, the period commencing on the date such Loan is
disbursed or converted to or continued as a CDOR Rate Loan, and ending on the date one or three months thereafter, as selected by
the applicable Borrower in its Loan Notice; provided that:


 


(a)            any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless,
in the case of an Adjusted Term SOFR Loan or Alternative Currency Term Rate Loan, such Business Day falls in another calendar month,
in which case such Interest Period shall end on the next preceding Business Day;


 






    34


     


    

 


(b)            any
Interest Period pertaining to an Adjusted Term SOFR Loan or Alternative Currency Term Rate Loan that begins on the last Business Day
of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and


 


(c)            no
Interest Period shall extend beyond the Maturity Date;


 


provided,
further, that, in the case of an Alternative Currency Term Rate Loan denominated in Australian Dollars only, if the Administrative
Agent agrees, the relevant Australian Borrower may select an Interest Period which ends on a day other than the last day of a month (but
no more than five days before or after the last day of the relevant month), where necessary to ensure that the Interest Period is in
the same half month maturity pool used by Australian market convention for determining rates that would have applied had the selection
of either or both of the maturity pool or the selection of the Interest Period not followed a modified following business day convention.


 


“Internal Revenue
Code” means the United States Internal Revenue Code of 1986.


 


“International Loan
Party” means any Loan Party other than a U.S. Borrower or a U.S. Guarantor.


 


“International Subsidiary”
means any Subsidiary that is not a U.S. Subsidiary.


 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or
other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption
of Indebtedness of, or purchase or other acquisition of any other Indebtedness or equity participation or interest in, another Person,
including any partnership or joint venture interest in such other Person (excluding, in the case of the Company and its Wholly-Owned
Subsidiaries, intercompany loans, advances, or Indebtedness among the Company and its Wholly-Owned Subsidiaries having a term not exceeding
364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business), or (c) an Acquisition.
For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent
increases or decreases in the value of such Investment.


 


“IP Rights”
has the meaning specified in Section 5.17.


 






    35


     


    

 


“Ipso Facto Event”
means, in relation to an Australian Borrower, a Borrower is the subject of (a) an announcement, application, compromise, arrangement,
managing controller, or administration as described in section 415D(1), 434J(1) or 451E(1) of the Corporations Act 2001 (Cth),
or (b) any process which under any law with a similar purpose may give rise to a stay on, or prevention of, the exercise of contractual
rights.


 


“Irish Guarantor”
means any Guarantor incorporated under the laws of Ireland.


 


“IRS”
means the United States Internal Revenue Service.


 


“ISP”
means the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof
as may be in effect at the applicable time).


 


“Issuer Documents”
means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered
into by the L/C Issuer and the Company (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.


 


“ITA”
means the United Kingdom Income Tax Act 2007.


 


“Japanese Borrower”
means any Borrower organized under the Laws of Japan. As of the Sixth Amendment Effective Date, Ritchie Bros. Properties Japan K.K. and
Ritchie Bros. Auctioneers (Japan) Kabushiki Kaisha are Japanese Borrowers.


 


“Joinder Agreement”
means a joinder agreement substantially in the form of Exhibit 6.13 executed and delivered by a Subsidiary in accordance
with the provisions of Section 6.13 or any other documents as the Administrative Agent shall deem appropriate and reasonably
request for such purpose.


 


“Judgment Currency”
has the meaning specified in Section 11.19.


 


“Junior Financing”
means Indebtedness of a Loan Party that is secured by the Collateral on a junior–priority basis with the Obligations or subordinated
to the Obligations expressly by its terms (other than intercompany Indebtedness), in each case pursuant to an intercreditor agreement
or subordination agreement on terms reasonably acceptable to the Administrative Agent.


 


“Laws”
means, collectively, all international, foreign, federal, state, provincial, territorial and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration
thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative
orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each
case whether or not having the force of Law.


 


“L/C Advance”
means, with respect to each Revolving A Lender, such Revolving A Lender’s funding of its participation in any L/C Borrowing in
accordance with its Applicable Percentage. All L/C Advances shall be denominated in Dollars.


 



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“L/C Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Borrowing of Revolving A Loans. All L/C Borrowings shall be denominated in Dollars.


 


“L/C Commitment”
means, as to any L/C Issuer, its obligation to issue Letters of Credit pursuant to Section 2.03 in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite its name on Schedule 1.01(a), as such amount may
be adjusted from time to time in accordance with this Agreement.


 


“L/C Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount
thereof.


 


“L/C Issuer”
means (i) Bank of America, through itself or through one of its designated Affiliates or branch offices, (ii) Royal Bank of
Canada, through itself or through one of its designated Affiliates or branch offices, (iii) Wells Fargo Bank, N.A., Canadian Branch,
through itself or through one of its designated Affiliates or branch offices, (iv) HSBC Bank Canada, through itself or through one
of its designated Affiliates or branch offices, and/or (v) each other Lender selected by the Company as an L/C Issuer, with such
selection to be agreed to by such Lender in its sole discretion and approved by the Administrative Agent (such approval not to be unreasonably
withheld, conditioned or delayed), in each case, in its capacity as issuer of Letters of Credit hereunder, with each of their respective
successors in such capacity. In the event there is more than one L/C Issuer at any time, references herein and in the other Loan Documents
to the L/C Issuer shall be deemed to refer to the L/C Issuer in respect of the applicable Letter of Credit or to all L/C Issuers, as
the context requires.


 


“L/C Obligations”
means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate
of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter
of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. For all purposes of this
Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by
reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount
so remaining available to be drawn.


 


“Lead Arranger”
means each of BofA Securities, Royal Bank of Canada and Goldman Sachs Bank USA in its capacity as joint lead arranger and joint bookrunner.


 


“Lender Parties”
means, collectively, the Lenders, the Swing Line Lender and the L/C Issuer.


 


“Lenders”
means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a “Lender”
in accordance with this Agreement and their successors and assigns, in each case, other than any such Person that ceases to be a party
hereto pursuant to an Assignment and Assumption, and, unless the context requires otherwise, includes the Swing Line Lender.


 


“Lending
Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s
Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Company and the
Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such
Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.


 






    37


     


    

 


“Letter of Credit”
means (a) any letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder
and shall include the Existing Letters of Credit and (b) any bank guaranty to secure the payment of financial obligations (or the
performance of non-financial obligations) of the Company or any Subsidiary. A Letter of Credit may be a commercial letter of credit,
a standby letter of credit or bank guaranty. Letters of Credit may be issued in Dollars or in an Alternative Currency. Notwithstanding
anything to the contrary contained herein, a letter of credit or bank guaranty issued by an L/C Issuer other than Bank of America (or
a designated Affiliate thereof) shall not be a “Letter of Credit” for purposes of the Loan Documents until such time
as the Administrative Agent has been notified of the issuance thereof by the applicable L/C Issuer and has confirmed availability under
the Aggregate Revolving A Commitments and the Letter of Credit Sublimit with the applicable L/C Issuer.


 


“Letter of Credit
Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to
time in use by the L/C Issuer.


 


“Letter of Credit
Expiration Date” means the day that is five days prior to the Maturity Date then in effect (or, if such day is not a Business
Day, the next preceding Business Day).


 


“Letter of Credit
Fee” has the meaning specified in Section 2.03(h).


 


“Letter of Credit
Sublimit” means an amount equal to $75,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
Revolving A Commitments.


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority, trust (fideicomiso) or other security interest or preferential arrangement in the nature of a security interest of any
kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance
on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).


 


“Loan”
means an extension of credit by a Lender to a Borrower under Article II in the form of a Revolving A Loan, Revolving B Loan,
Revolving C Loan, Swing Line Loan, Delayed-Draw Term Loan or New Term A Loan, and shall include, as the context requires, any Term B
Loan and any Incremental Facility Loan.


 


“Loan Documents”
means this Agreement, each Note, each Issuer Document, each Joinder Agreement, each Designated Borrower Joinder Agreement, the Collateral
Documents, any Autoborrow Agreement, each Incremental Facility Amendment, the Fee Letter (but specifically excluding Secured Hedge Agreements,
Secured Cash Management Agreements and Secured Foreign Credit Facilities) and any agreement creating or perfecting rights in Cash Collateral
pursuant to the provisions of Section 2.14.


 






    38


     


    

 


“Loan Notice”
means a notice of (a) a Borrowing of Loans (other than Swing Line Loans), (b) a conversion of Loans from one Type to the other,
or (c) a continuation of Adjusted Term SOFR Loans and Alternative Currency Term Rate Loans, in each case pursuant to Section 2.02(a),
which shall be substantially in the form of Exhibit 2.02 or such other form as may be approved by the Administrative Agent
(including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately
completed and signed by a Responsible Officer of a Borrower.


 


“Loan Parties”
means, collectively, each Borrower and each Guarantor.


 


“Long-Term Financing”
means unsecured (other than, in the case of debt securities issued into escrow, Liens on the proceeds of such debt securities and any
cash or Cash Equivalents consisting of prefunded accrued interest accruing on, or additional funds or premium in respect of, such debt
securities, and any investments with respect to such proceeds) Indebtedness of the Company and/or any of its Subsidiaries consisting
of term loans or debt securities (including private placement notes) in a minimum aggregate principal amount of $700,000,000 that has
been incurred for purposes of financing the EuroAuction Acquisition and related transactions.


 


“Master Agreement”
has the meaning specified in the definition of “Swap Contract.”


 


“Material Adverse
Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties
or financial condition of the Company and its Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies
of the Administrative Agent or the Lenders under the Loan Documents or of the ability of the Loan Parties, taken as a whole, to perform
their payment obligations under the Loan Documents; or (c) a material adverse effect upon the legality, validity, binding effect
or enforceability against any Loan Party of the Loan Documents to which it is a party.


 


“Material Subsidiary”
means (a) each Loan Party and (b) each Subsidiary of the Company whose working capital plus fixed assets represent 5% or more
of the consolidated working capital plus consolidated fixed assets of the Company and its Subsidiaries, on a consolidated basis.


 


“Maturity Date”
means September 21, 2026; provided, however, that if such date is not a Business Day, the Maturity Date shall be the
next preceding Business Day.


 


“Mexican Guarantor”
means any Guarantor incorporated under the laws of the United Mexican States.


 


“Minimum Collateral
Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided
to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 103% of the Fronting Exposure
of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting
of cash or deposit account balances provided in accordance with the provisions of Section 2.14(a)(i), (a)(ii) or
(a) (iii), an amount equal to 103% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount
determined by the Administrative Agent and the L/C Issuer in their sole discretion.


 


“Minimum Guaranty
Requirement” has the meaning specified in Section 6.13.


 






    39


     


    

 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto.


 


“Multiemployer Plan”
means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.


 


“Multiple Employer
Plan” means a Plan which has two or more contributing sponsors (including the Company or any ERISA Affiliate) at least two
of whom are not under common control, as such a plan is described in Section 4064 of ERISA.


 


“Net Cash Proceeds”
means the aggregate cash or Cash Equivalents proceeds received by any Loan Party or any Subsidiary in respect of any Disposition, Debt
Issuance or Recovery Event, net of (a) costs incurred in connection therewith (including legal, accounting and investment banking
fees, sales commissions, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage
recording taxes, other related expenses and brokerage, consultant and other customary fees), (b) taxes paid or payable as a result
thereof, (c) in the case of any Disposition or any Recovery Event, the amount necessary to retire any Indebtedness secured by a
Permitted Lien (ranking senior to any Lien of the Administrative Agent) on the related property; (d) in the case of a Disposition
or Recovery Event or similar proceeding, (i) any funded escrow established pursuant to the documents evidencing any Disposition
to secure any indemnification obligations or adjustments to the purchase price associated with any such Disposition; provided
that the amount of any subsequent reduction of such escrow (other than in connection with a payment in respect of any such liability)
shall be deemed to be Net Cash Proceeds occurring on the date of such reduction solely to the extent that the Company or any Subsidiary
receives cash in an amount equal to the amount of such reduction, and (ii) the amount of any liabilities directly associated with
such asset and retained by the Company or any Subsidiary and (e) the amount of any reserves established by the Company or any Subsidiary
to fund contingent liabilities reasonably estimated to be payable, that are associated with such event, provided that any reduction
at any time in the amount of any such reserves (other than as a result of payments made in respect thereof) shall be deemed to constitute
the receipt by the Company at such time of Net Cash Proceeds in the amount of such reduction; it being understood that “Net Cash
Proceeds” shall include any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration
received by any Loan Party or any Subsidiary in any Disposition, Debt Issuance or Recovery Event.


 


“New Term A Loan”
has the meaning specified in Section 2.01(e).


 


“New Term A Loan
Borrowers” means the Company, Ritchie Bros. Auctioneers (Canada) Ltd., Ritchie Bros. Holdings Ltd., Ritchie Bros. Holdings
Inc. and Ritchie Bros. Auctioneers (America) Inc.


 


“New Term A
Loan Commitments” means, as to any New Term A Loan Lender, such New Term A Loan Lender’s obligation to make its
portion of New Term A Loans to the New Term A Loan Borrowers (or any one or more of them as set forth in the applicable Loan Notice)
pursuant to Section 2.01(e), in an aggregate principal amount not to exceed the amount set forth opposite such New Term
A Loan Lender’s name as set forth in Schedule 2.01 as attached to the Sixth Amendment. On the Sixth Amendment Effective
Date, the aggregate principal amount of New Term A Loan Commitments of all New Term A Loan Lenders is $1,825,000,000.


 






    40


     


    

 


“New Term A Loan
Facility” means the term loan “a” facility described in Section 2.01(e) pursuant to which New
Term A Lenders will make New Term A Loans to the New Term A Loan Borrowers.


 


“New Term A Loan
Lenders” means any Person that has a New Term A Loan Commitment or an outstanding New Term A Loan.


 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all
Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required
Lenders.


 


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


 


“Non-SOFR Successor
Rate” has the meaning specified in Section 3.03(b).


 


“North American
Loan Party” means any Canadian Borrower, Canadian Guarantor, U.S. Borrower or U.S. Guarantor.


 


“Note”
has the meaning specified in Section 2.11(a).


 


“Notice of Loan
Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit 2.05
or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission
system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of a Borrower.


 


“Obligations”
means with respect to each Loan Party (i) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan
Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, (ii) all obligations of any Loan
Party or any Subsidiary owing to a Cash Management Bank or a Hedge Bank in respect of Secured Cash Management Agreements or Secured Hedge
Agreements and (iii) all obligations of any Loan Party or any Subsidiary owing to a Foreign Credit Facilities Bank in respect of
Secured Foreign Credit Facilities, in each case identified in clauses (i), (ii) and (iii) whether direct or indirect (including
those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest
and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such
proceeding; provided, however, that the “Obligations” of a Loan Party shall exclude any Excluded Swap Obligations
with respect to such Loan Party.


 


“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.


 






    41


     


    

 


“Organization Documents”
means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate
or articles of formation or organization and operating agreement or limited liability company agreement (or equivalent or comparable
documents with respect to any non-U.S. jurisdiction); (c) with respect to any partnership, joint venture, trust or other form of
business entity, the partnership, joint venture or other applicable agreement of formation or organization (or equivalent or comparable
documents with respect to any non-U.S. jurisdiction) and (d) with respect to all entities, any agreement, instrument, filing or
notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the
jurisdiction of its formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction).


 


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


 


“Other GS Principal
Investor” means any investment entity and/or other affiliate of Goldman Sachs & Co. LLC or any fund, investor, entity
or account that is managed, sponsored or advised by Goldman Sachs & Co. LLC or its affiliates, in each case, which is not a
natural person.


 


“Other Taxes”
means 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 3.06).


 


“Outstanding Amount”
means (a) with respect to any Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of any Loans occurring on such date; and (b) with respect to
any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date
after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations
as of such date, including as a result of any reimbursements by the Borrowers of Unreimbursed Amounts.


 


“Overnight Rate”
means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an
overnight rate determined by the Administrative Agent, the L/C Issuer, or the Swing Line Lender, as the case may be, in accordance with
banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency,
an overnight rate determined by the Administrative Agent or the L/C Issuer, as the case may be, in accordance with banking industry rules on
interbank compensation.


 






    42


     


    

 


“Participant”
has the meaning specified in Section 11.06(d).


 


“Participant Register”
has the meaning specified in Section 11.06(d).


 


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


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension Act”
means the Pension Protection Act of 2006.


 


“Pension Funding
Rules” means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions (including any
installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the
Pension Act, Section 412 of the Internal Revenue Code and Section 302 of ERISA, each as in effect prior to the Pension Act
and, thereafter, Section 412, 430, 431, 432 and 436 of the Internal Revenue Code and Sections 302, 303, 304 and 305 of ERISA.


 


“Pension Plan”
means any employee pension benefit plan (including a Multiple Employer Plan (other than a Multiemployer Plan)) that is maintained or
is contributed to by the Company and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding
standards under Section 412 of the Internal Revenue Code.


 


“Permitted Acquisition”
means (a) the EuroAuction Acquisition, (b) the IAA Acquisition and (c) any other Acquisition (other than a Hostile Acquisition)
by any Loan Party or any Subsidiary, provided that, in the case of this clause (b), (i) no Event of Default shall have occurred
and be continuing on the date of consummation of such Acquisition or would result from such Acquisition, (ii) the Company is in
compliance with Section 7.07 upon giving effect to such Acquisition, and (iii) the Company shall have delivered to the
Administrative Agent a Pro Forma Compliance Certificate demonstrating that the Loan Parties would be in compliance on a Pro Forma Basis
with the financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters
most recently ended for which the Company has delivered financial statements pursuant to Section 6.01(a) or (b) on
a Pro Forma Basis.


 


“Permitted Liens”
means, at any time, Liens in respect of property of any Loan Party or any Subsidiary permitted to exist at such time pursuant to the
terms of Section 7.01.


 






    43


     


    

 


“Permitted
Transfers” means (a) Dispositions of inventory in the ordinary course of business; (b) Dispositions of machinery
and equipment no longer used or useful in the conduct of business of the Loan Parties and their Subsidiaries that are Disposed of in
the ordinary course of business; (c) Dispositions of property to the Company or any Subsidiary; provided, that
(i) if the transferor of such property is a North American Loan Party then the transferee thereof must be a North American Loan
Party and (ii) if the transferor of such property is a Loan Party that is not a North American Loan Party then the transferee
thereof must be a Loan Party; (d) Dispositions of accounts receivable in connection with the collection or compromise thereof;
(e) licenses, sublicenses, leases or subleases granted to others (including licenses of IP Rights), and terminations thereof
not interfering in any material respect with the business of the Company and its Subsidiaries; (f) the sale or Disposition of
cash and Cash Equivalents for fair market value; (g) Dispositions of obsolete or worn-out equipment, whether now owned or
hereafter acquired, in the ordinary course of business; (h) the abandonment of IP Rights no longer used or useful in the
conduct of the business of the Company or any of its Subsidiaries; (i) Dispositions of property to the extent that
(i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds
of such Disposition are reasonably promptly applied to the purchase price of such replacement property (it being understood that
such replacement property may have been purchased prior to such Disposition); (j) to the extent constituting Dispositions,
transactions permitted by Sections 7.01, 7.02, 7.04 and 7.06 (in each case other than by reference to Section 7.05);
(k) the surrender or waiver of contractual rights and settlement or waiver of contractual or litigation claims by the Company
or any Subsidiary in the ordinary course of business; (l) the unwinding of any Swap Contract pursuant to its terms;
(m) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell
arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(n) the issuance or sale of shares of any Subsidiary’s Equity Interests to qualify directors if required by applicable
Law; (o) Dispositions of property or assets subject to a Recovery Event and (p) any other Dispositions involving property
or assets with a net book value of less than $7,500,000 in any single transaction.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Plan”
means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees
of the Company or any ERISA Affiliate or any such Plan to which the Company or any ERISA Affiliate with respect to which the Company
may have liability (other than a Multiemployer Plan) is required to contribute on behalf of any of its employees other than a Multiemployer
Plan.


 


“Platform”
has the meaning specified in Section 6.02.


 


“PPSA”
means the Personal Property Security Act (Ontario); provided that, if perfection or the effect of perfection or non-perfection
or the priority of any security interest in any Collateral is governed by the Personal Property Security Act as in effect in a Canadian
jurisdiction other than the Province of Ontario, or the Civil Code of Quebec, “PPSA” means the Personal Property Security
Act as in effect from time to time in such other jurisdiction or the Civil Code of Quebec, as applicable, for purposes of the provisions
hereof relating to such perfection, effect of perfection or non-perfection or priority.


 


“Pro Forma Basis”
means, with respect to compliance with any financial test, covenant or ratio hereunder, the determination or calculation of such test,
covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.11.


 


“Pro Forma Compliance
Certificate” means a certificate of a Responsible Officer of the Company containing reasonably detailed calculations of the
financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters most recently
ended for which the Company has delivered financial statements pursuant to Section 6.01(a) or (b) after
giving effect to the applicable transaction on a Pro Forma Basis.


 






    44


     


    

 


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


 


“Public Lender”
has the meaning specified in Section 6.02.


 


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


 


“QFC Credit Support”
has the meaning specified in Section 11.22.


 


“Qualified ECP Guarantor”
means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract
participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant”
at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Rate Determination
Date” means two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally
treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided
that to the extent such market practice is not administratively feasible for the Administrative Agent, such other day as otherwise reasonably
determined by the Administrative Agent).


 


“Recipient”
means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation
of any Loan Party hereunder.


 


“Recovery Event”
means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party
or any Subsidiary.


 


“Register”
has the meaning specified in Section 11.06(c).


 


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


 


“Relevant Rate”
means with respect to any Credit Extension denominated in (a) Dollars, LIBOR, (b) Sterling, SONIA, (c) Euros, EURIBOR,
(d) Canadian Dollars, CDOR, (e) Yen, Japanese Yen TIBOR and (f) Australian Dollars, BBSY, as applicable.


 


“Relevant Rate Scheduled
Unavailability Date” has the meaning assigned to such term in Section 3.03(b)(ii).


 


“Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has
been waived.


 


“Request for
Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice,
(b) with respect to an L/C Credit Extension, a Letter of Credit Application, (c) with respect to a U.S. Swing Line Loan at
any time a U.S. Autoborrow Agreement is not in effect, a U.S. Swing Line Loan Notice, (d) with respect to a Canadian Swing Line
Loan at any time a Canadian Autoborrow Agreement is not in effect, a Canadian Swing Line Loan Notice, (e) with respect to a UK
Swing Line Loan at any time a UK Autoborrow Agreement is not in effect, a UK Swing Line Loan Notice, and (f) with respect to a
Dutch Swing Line Loan at any time a Dutch Autoborrow Agreement is not in effect, a Dutch Swing Line Loan Notice.


 






    45


     


    

 


“Required Lenders”
means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The
Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that
the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have
not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or L/C Issuer,
as the case may be, in making such determination.


 


“Rescindable Amount”
has the meaning as defined in Section 2.12(b)(ii).


 


“Resignation Effective
Date” has the meaning specified in Section 9.06.


 


“Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Responsible Officer”
means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, vice president, general counsel,
secretary, assistant secretary, managing director or controller of a Loan Party, and, solely for purposes of the delivery of incumbency
certificates, the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II,
any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative
Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable
Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall
be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan
Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. To the extent requested
by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and appropriate authorization documentation,
in form and substance reasonably satisfactory to the Administrative Agent.


 


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests of the
Company or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity
Interests or on account of any return of capital to the Company’s or such Subsidiary’s stockholders, partners or members
(or the equivalent Person thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.


 






    46


     


    

 


“Revaluation
Date” means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of an Alternative
Currency Loan, (ii) each date of a continuation of an Alternative Currency Term Rate Loan pursuant to Section 2.02,
and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require; and
(b) with respect to any Letter of Credit, each of the following: (i) each date of issuance, amendment and/or extension of
a Letter of Credit denominated in an Alternative Currency, (ii) each date of any payment by the L/C Issuer under any Letter of
Credit denominated in an Alternative Currency, (iii) in the case of all Existing Letters of Credit denominated in Alternative
Currencies, the Closing Date, and (iv) such additional dates as the Administrative Agent or the L/C Issuer shall determine or
the Required Lenders shall require.


 


“Revolving A Commitment”
means, as to each Revolving A Lender, its obligation to (a) make Revolving A Loans to the Borrowers pursuant to Section 2.01,
(b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal
amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Revolving A Lender’s name on Schedule
2.01 or in the Assignment and Assumption pursuant to which such Revolving A Lender becomes a party hereto or in any documentation
executed by such Lender pursuant to Section 2.16, as applicable as such amount may be adjusted from time to time in accordance
with this Agreement. Revolving A Commitments shall include any Incremental Revolving Commitment in the form of additional Revolving A
Commitments.


 


“Revolving A Credit
Exposure” means, as to any Revolving A Lender at any time, the aggregate Outstanding Amount at such time of its Revolving A
Loans and its participation in L/C Obligations and Swing Line Loans at such time.


 


“Revolving A Lender”
any Person that has a Revolving A Commitment or a portion of the Total Revolving A Outstandings, and its successors and assigns and,
unless the context requires otherwise, includes the Swing Line Lender.


 


“Revolving A Loan”
has the meaning specified in Section 2.01(a).


 


“Revolving B Commitment”
means, as to each Revolving B Lender, its obligation to make Revolving B Loans to the Borrowers pursuant to Section 2.01,
in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Revolving B Lender’s
name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Revolving B Lender becomes a party hereto or
in any documentation executed by such Lender pursuant to Section 2.16, as applicable as such amount may be adjusted from
time to time in accordance with this Agreement. Revolving B Commitments shall include any Incremental Revolving Commitment in the form
of additional Revolving B Commitments.


 


“Revolving B Credit
Exposure” means, as to any Revolving B Lender at any time, the aggregate Outstanding Amount at such time of its Revolving B
Loans.


 


“Revolving B Lender”
any Person that has a Revolving B Commitment or a portion of the Total Revolving B Outstandings, and its successors and assigns and,
unless the context requires otherwise, includes the Swing Line Lender.


 


“Revolving B Loan”
has the meaning specified in Section 2.01(b).


 






    47


     


    

 


“Revolving C
Commitment” means, as to each Revolving C Lender, its obligation to make Revolving C Loans to the Borrowers pursuant to Section 2.01,
in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Revolving C
Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Revolving C Lender becomes a
party hereto or in any documentation executed by such Lender pursuant to Section 2.16, as applicable as such amount may
be adjusted from time to time in accordance with this Agreement. Revolving C Commitments shall include any Incremental Revolving
Commitment in the form of additional Revolving C Commitments.


 


“Revolving C Credit
Exposure” means, as to any Revolving C Lender at any time, the aggregate Outstanding Amount at such time of its Revolving C
Loans.


 


“Revolving C Lender”
any Person that has a Revolving C Commitment or a portion of the Total Revolving C Outstandings, and its successors and assigns and,
unless the context requires otherwise, includes the Swing Line Lender.


 


“Revolving C Loan”
has the meaning specified in Section 2.01(c).


 


“Revolving Loans”
means the Revolving A Loans, Revolving B Loans and/or Revolving C Loans, as the context may require.


 


“S&P”
means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc. and any successor thereto.


 


“Sale and Leaseback
Transaction” means, with respect to any Person, any arrangement, directly or indirectly, whereby such Person shall sell or
transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property
or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.


 


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


 


“Sanction(s)”
means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the Canadian Government,
the United Nations Security Council, the European Union, His Majesty’s Treasury (“HMT”) or other relevant sanctions
authority.


 


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


 


“Secured Cash Management
Agreement” means any Cash Management Agreement that is entered into by and between any Loan Party or any Subsidiary and any
Cash Management Bank with respect to such Cash Management Agreement. For the avoidance of doubt, a holder of Obligations in respect of
Secured Cash Management Agreements shall be subject to the last paragraph of Section 8.03 and Section 9.11.


 






    48


     


    

 


“Secured Foreign
Credit Facilities” means (a) the Chinese Facilities, (b) the Indian Facilities, (c) the Singapore Facilities
and (d) any other lines of credit, credit agreements or similar facilities or extensions of credit made by a Foreign Credit Facilities
Bank to one or more International Subsidiaries (other than, except as otherwise agreed by the Administrative Agent, Subsidiaries organized
under the Laws where any then-existing Loan Party is organized) in an aggregate outstanding principal amount under this clause (d) not
to exceed the greater of $100,000,000 and 20% of Consolidated EBITDA as of the most recent four fiscal quarter period preceding the date
of such incurrence for which financial statements were required to be delivered pursuant to Section 6.01(a) or 6.01(b) on
a Pro Forma Basis (measured at the time of incurrence); notwithstanding the foregoing, any of the facilities described in clauses (a) through
(d) above that are provided by Person that is not the Administrative Agent or an Affiliate thereof shall not constitute a Secured
Foreign Credit Facility until (i) a Secured Party Designation Notice has been delivered to the Administrative Agent and (ii) the
Company has acknowledged in writing that such Secured Foreign Credit Facility does not cause the limitations on the aggregate principal
amount of Secured Foreign Credit Facilities permitted by this Agreement to be exceeded.


 


“Secured Hedge Agreement”
means any Swap Contract that is entered into by and between any Loan Party or any Subsidiary and any Hedge Bank with respect to such
Swap Contract. For the avoidance of doubt, a holder of Obligations in respect of Secured Hedge Agreements shall be subject to the last
paragraph of Section 8.03 and Section 9.11.


 


“Secured Party Designation
Notice” shall mean a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit 1.01A.


 


“Security Agreement”
means the security and pledge agreement, dated as of May 31, 2017, among the Administrative Agent for the benefit of the holders
of the Obligations and certain Loan Parties.


 


“Senior Notes”
means senior secured and/or unsecured notes issued by the Company; provided that the aggregate amount of all Sixth Amendment Closing
Date Financings shall not exceed the Sixth Amendment Closing Date Financing Cap.


 


“Senior Secured
Bridge Facility” means a senior secured bridge facility incurred by the Company on the Sixth Amendment Closing Date; provided
that the aggregate amount of all Sixth Amendment Closing Date Financings shall not exceed the Sixth Amendment Closing Date Financing
Cap.


 


“Singapore Facilities”
means the line of credit and other extensions of credit provided by a Foreign Credit Facilities Bank to one or more Wholly-Owned Subsidiaries
of the Company that are incorporated under the laws of Singapore, in an aggregate principal amount not to exceed $10,000,000 at any time
outstanding.


 


“Sixth Amendment”
means that certain Sixth Amendment to Credit Agreement, dated as of the Sixth Amendment Effective Date, by and among the Company, the
other Borrowers and Guarantors party thereto, the Administrative Agent, the U.S. Swing Line Lender, each L/C Issuer and the Lenders party
thereto.


 


“Sixth Amendment
Closing Date” has the meaning set forth in the Sixth Amendment.


 






    49


     


    

 


“Sixth Amendment
Closing Date Financing Cap” means $2,800,000,000, or, if the Existing 2025 Notes are refinanced by any of the Sixth Amendment
Closing Date Financings on the Sixth Amendment Closing Date, $3,300,000,000.


 


“Sixth Amendment
Closing Date Financings” means any of (i) the New Term A Loans, (ii) the Term B Loan Facility, (iii) the Senior
Notes and/or (iv) the Senior Secured Bridge Facility.


 


“Sixth Amendment
Closing Date Revolver Draw” means the incurrence of Revolving Loans on the Sixth Amendment Closing Date in an aggregate amount
not to exceed $200,000,000 to finance the IAA Acquisition Transactions.


 


“Sixth Amendment
Effective Date” means December 9, 2022.


 


“SOFR”
means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).


 


“SOFR Scheduled
Unavailability Date” has the meaning assigned to such term in Section 3.03(c).


 


“SOFR Successor
Rate” has the meaning assigned to such term in Section 3.03(c).


 


“Solvent”
or “Solvency” means, with respect to any Person as of a particular date, that on such date (a) such Person is
able (and is not deemed or presumed under applicable Law to be unable) to pay its debts and other liabilities, contingent obligations
and other commitments as they mature in the ordinary course of business, (b) such Person does not intend to, and does not believe
that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature in the ordinary
course of business, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a
transaction, for which such Person’s property would constitute unreasonably small capital, (d) the fair value of the property
of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person and (e) the present
fair salable 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. The amount of contingent liabilities at any time shall be computed as the amount
that, in the 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.


 


“SONIA”
means, with respect to any applicable determination date, the Sterling Overnight Index Average Reference Rate published on the fifth
Business Day preceding such date on the applicable Reuters screen page (or such other commercially available source providing such
quotations as may be designated by the Administrative Agent from time to time); provided however that if such determination date
is not a Business Day, SONIA means such rate that applied on the first Business Day immediately prior thereto.


 


“SONIA Adjustment”
means, with respect to SONIA, 0.1193% per annum.


 


“Special Notice
Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization
for Economic Cooperation and Development at such time located in North America or Europe.


 






    50


     


    

 


“Specified Acquisition”
means any Permitted Acquisition (other than the EuroAuction Acquisition or IAA Acquisition) with a purchase price in excess of $75,000,000
that is designated in writing to the Administrative Agent by the Company as a “Specified Acquisition” prior to the date of
consummation of such Permitted Acquisition.


 


“Specified Acquisition
Period” means, with respect to any Specified Acquisition, the period of four consecutive fiscal quarters commencing with the
fiscal quarter in which consummation of the applicable Specified Acquisition occurs; provided that the Company shall have delivered
to the Administrative Agent a written request that a Specified Acquisition Period shall be invoked.


 


“Specified Loan
Party” has the meaning specified in Section 10.08.


 


“Specified Property
Sale” means any Disposition of any of those certain real properties disclosed in writing and designated as “Specified
Property” to the Administrative Agent (for distribution to the Lenders) prior to the Fourth Amendment Effective Date.


 


“Specified Representations”
means the representations and warranties of the Loan Parties made in subclause (a) of Sections 5.01 (other than with respect
to organization or formation, and good standing), subclause (b)(ii) of Sections 5.01 (other than with respect to governmental
licenses, authorizations, consents and approvals), subclause (a) of Section 5.02, subclause (c) of
Section 5.02 (solely with respect to Laws described in Sections 7.15 and 7.16 hereof), Section 5.04,
Section 5.14, Section 5.18 (after giving effect to the consummation of the EuroAuction Acquisition, any Borrowing
of a Delayed-Draw Term Loan to finance the EuroAuction Acquisition and the payment of the fees and costs associated with the EuroAuction
Acquisition), and Section 5.19 (but only with respect to (i) assets with respect to which a lien may be perfected by
the filing of a financing statement under the Uniform Commercial Code or PPSA and (ii) the pledge and perfection of security interests
in Equity Interests of the Company’s Subsidiaries (excluding delivery of stock certificates of EuroAuction and its Subsidiaries
to the extent not received from EuroAuction at least two Business Days prior to the EuroAuction Acquisition Closing Date)).


 


“Specified Transaction”
means (a) any Investment that results in a Person becoming a Subsidiary, (b) any Permitted Acquisition, (c) any Disposition
that results in a Subsidiary ceasing to be a Subsidiary, (d) any Investment constituting an acquisition of assets constituting a
business unit, line of business or division of another Person, (e) any Disposition of a business unit, line of business or division
of the Company or a Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise, or (f) any proposed incurrence
of Indebtedness, payment in respect of Indebtedness or other transaction in respect of which compliance with any financial ratio is by
the terms of this Agreement required to be calculated on a Pro Forma Basis.


 


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


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly, or
indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a
 “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.


 






    51


     


    

 


“Successor Rate”
has the meaning specified in Section 3.03(c).


 


“Supported QFC”
has the meaning specified in Section 11.22.


 


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


 


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


 


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


 


“Swing Line Lender”
means the Canadian Swing Line Lender, the UK Swing Line Lender, the U.S. Swing Line Lender and/or the Dutch Swing Line Lender, as applicable.
References herein and in the other Loan Documents to the Swing Line Lender shall be deemed to refer to the Swing Line Lender in respect
of the applicable Swing Line Loans or to all Swing Line Lenders, as the context requires.


 


“Swing Line Loan”
means a Canadian Swing Line Loan, UK Swing Line Loan, Dutch Swing Line Loan and/or a U.S. Swing Line Loans, as the context requires.


 


“Swing Line Loan
Notice” means a Canadian Swing Line Loan Notice, UK Swing Line Loan Notice, Dutch Swing Line Loan Notice and/or U.S. Swing
Line Loan Notice, as the context requires.


 






    52


     


    

 


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


 


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


 


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


 


“Tax Confirmation”
means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of a Loan is either:


 


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


 


(b)            a
partnership each member of which is:


 


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


 


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


 


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


 


“Tax Deduction”
means a deduction or withholding for or on account of Tax from a UK Payment, other than a deduction or withholding for or on account
of FATCA.


 


“Tax Payment”
means either the increase in a payment made by a Borrower to a Lender under Section 3.01(a), (b) or (f).


 


“Term B Loan Borrower”
means any of Ritchie Bros. Holdings Inc., the Company or Ritchie Bros. Auctioneers (America) Inc., as determined by the Company.


 


“Term B Loan Facility”
means a senior secured term “B” loan facility incurred by the Term B Loan Borrower; provided that the aggregate amount
of all Sixth Amendment Closing Date Financings shall not exceed the Sixth Amendment Closing Date Financing Cap.


 


“Term B Loans”
has the meaning assigned to such term in Section 2.16(a)(i).


 






    53


     


    

 


“Term Lender”
any Person that has a Delayed-Draw Term Loan Commitment, a New Term A Loan Commitment, a commitment with respect to the Term B Loan Facility,
a commitment in respect of an Incremental Term Facility or a portion of an outstanding Term Loan, and its successors and assigns.


 


“Term Loan”
means a Delayed-Draw Term Loan, a New Term A Loan, a Term B Loan or any Incremental Term Loan.


 


“Term Rate Loans”
means Adjusted Term SOFR Loans and Alternative Currency Term Rate Loans.


 


“Term SOFR”
means,


 


(a)            for
any interest period with respect to an Adjusted Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government
Securities Business Days prior to the commencement of such interest period with a term equivalent to such interest period; provided that
if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the
first U.S. Government Securities Business Day immediately prior thereto; and


 


(b)            for
any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate with a term
of one month commencing that day.


 


“Term SOFR Adjustment”
means 0.10% per annum.


 


“Term SOFR Replacement
Date” has the meaning assigned to such term in Section 3.03(c).


 


“Term SOFR Screen
Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Bank
Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations
as may be designated by the Bank Agent from time to time).


 


“Threshold Amount”
means $50,000,000.


 


“Total Credit Exposure”
means, as to any Lender at any time, the unused Commitments of such Lender at such time, the outstanding Loans of such Lender at such
time and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.


 


“Total Revolving
A Outstandings” means the aggregate Outstanding Amount of all Revolving A Loans, all Swing Line Loans and all L/C Obligations.


 


“Total Revolving
B Outstandings” means the aggregate Outstanding Amount of all Revolving B Loans.


 


“Total Revolving
C Outstandings” means the aggregate Outstanding Amount of all Revolving C Loans.


 






    54


     


    

 


“Treaty State”
means a country which has a double taxation treaty (a “Treaty”) in force with the United Kingdom which makes provision
for full exemption from Tax imposed by the United Kingdom on interest.


 


“Type”
means, with respect to any Loan, its character as a Base Rate Loan, a Canadian Prime Rate Loan, an Adjusted Daily Term SOFR Loan, an
Adjusted Term SOFR Loan, an Alternative Currency Daily Rate Loan or an Alternative Currency Term Rate Loan.


 


“UCP”
means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of
Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).


 


“UK Autoborrow Agreement”
has the meaning specified in Section 2.04C(b)(ii).


 


“UK Bank Lender”
means a Lender which is (a) is a “bank” (as defined for the purposes of section 879 of the ITA in section 991 of the
ITA) and within the charge to United Kingdom corporation tax as regards any payment of interest made in respect of that Loan or would
be within such charge as respects such payments apart from section 18A of CTA and or (b) was a “bank” (as defined for
the purposes of section 879 of the ITA in section 991 of the ITA) at the time that Loan was made, and was within the charge to United
Kingdom corporation tax as respect any payments of interest made in respect of that Loan.


 


“UK Borrower”
means any Borrower that is incorporated in the United Kingdom. As of the Sixth Amendment Effective Date, the UK Borrowers are Ritchie
Bros. UK Limited and Ritchie Bros. UK Holdings Limited.


 


“UK Financial Institution”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by
the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.


 


“UK Guarantor”
means any Guarantor incorporated in the United Kingdom.


 


“UK Non-Bank Lender”
means a Lender which is: (i) a company resident in the United Kingdom for United Kingdom tax purposes; or (ii) a partnership
each member of which is: (a) a company so resident in the United Kingdom; or (b) a company not so resident in the United Kingdom
which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable
profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls
to it by reason of Part 17 of the CTA; or (iii) a company not so resident in the United Kingdom which carries on a trade in
the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing
the chargeable profits (within the meaning of section 19 of the CTA) of that company.


 






    55


     


    

 


“UK Qualifying Lender”
means a Lender which is beneficially entitled to payments to that Lender in respect of a Loan and is: (a) a UK Bank Lender; (b) a
UK Non-Bank Lender; or (c) a UK Treaty Lender.


 


“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.


 


“UK Swing Line Commitment”
means, as to the UK Swing Line Lender, its obligation to make UK Swing Line Loans pursuant to Section 2.04C in an aggregate
principal amount at any one time outstanding not to exceed the UK Swing Line Sublimit.


 


“UK Swing Line Lender”
means any Lender selected by the Company, with such selection to be agreed to by such Lender in its sole discretion and approved by the
Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed), through itself or through one of its designated
Affiliates or branch offices, in its capacity as provider of UK Swing Line Loans, or any successor UK swing line lender hereunder.


 


“UK Swing Line Loan”
has the meaning specified in Section 2.04C(a).


 


“UK Swing Line Loan
Notice” means a notice of a Borrowing of UK Swing Line Loans pursuant to Section 2.04C(b), which shall be substantially
in the form of Exhibit 2.04C or such other form as approved by the Administrative Agent (including any form on an electronic
platform or electronic transmission system as shall be approve by the Administrative Agent), appropriately completed and signed by a
Responsible Officer of the applicable Borrower.


 


“UK Swing Line Sublimit”
means an amount equal to $15,000,000. The UK Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving A Commitments.


 


“UK Treaty Lender”
means in relation to a payment of interest on a Loan, a Lender which is: (i) treated as resident in a Treaty State for the purposes
of the Treaty; (ii) does not carry on a business in the United Kingdom through a permanent establishment and does not perform professional
services from a fixed base in the United Kingdom in either case with which that Lender’s participation in the Loan is effectively
connected; and (iii) fulfils any other conditions which must be fulfilled under the Treaty and by residents of the Treaty State
for such residents to obtain the full exemption from Tax imposed on interest payments made by the Obligors under a relevant Loan (including,
for the avoidance of doubt, any conditions relating to the interest or the method of computation or calculation of the interest), subject
to the completion of any necessary procedural formalities.


 


“United States”
and “U.S.” mean the United States of America.


 


“Unreimbursed Amount”
has the meaning specified in Section 2.03(c)(i).


 


“U.S. Autoborrow
Agreement” has the meaning specified in Section 2.04A(b)(ii).


 


“U.S.
Borrower” means any Borrower that is organized under the Laws of any state of the United States or the District of
Columbia. As of the Sixth Amendment Effective Date, the U.S. Borrowers are Ritchie Bros. Holdings Inc., Ritchie Bros. Properties
Inc. and Ritchie Bros. Auctioneers (America) Inc.


 






    56


     


    

 


“U.S. Government
Securities Business Day” means any Business Day, except any Business Day on which any of the Securities Industry and Financial
Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is
a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.


 


“U.S. Guarantor”
means any Guarantor that is organized under the Laws of any state of the United States or the District of Columbia.


 


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


 


“U.S. Special Resolution
Regimes” has the meaning specified in Section 11.22.


 


“U.S. Subsidiary”
means any Subsidiary that is organized under the Laws of any state of the United States or the District of Columbia.


 


“U.S. Swing Line
Commitment” means, as to the U.S. Swing Line Lender, its obligation to make U.S. Swing Line Loans pursuant to Section 2.04A
in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite the U.S. Swing Line Lender’s
name on Schedule 1.01(a), as such amount may be adjusted from time to time in accordance with this Agreement.


 


“U.S. Swing Line
Lender” means Bank of America, through itself or through one of its designated Affiliates or branch offices, in its capacity
as provider of U.S. Swing Line Loans, or any successor U.S. swing line lender hereunder.


 


“U.S. Swing Line
Loan” has the meaning specified in Section 2.04A(a).


 


“U.S. Swing Line
Loan Notice” means a notice of a Borrowing of U.S. Swing Line Loans pursuant to Section 2.04A(b), which shall be
substantially in the form of Exhibit 2.04A or such other form as approved by the Administrative Agent (including any form
on an electronic platform or electronic transmission system as shall be approve by the Administrative Agent), appropriately completed
and signed by a Responsible Officer of the applicable Borrower.


 


“U.S. Swing Line
Sublimit” means an amount equal to $25,000,000. The U.S. Swing Line Sublimit is part of, and not in addition to, the Aggregate
Revolving A Commitments.


 


“U.S. Tax Compliance
Certificate” has the meaning specified in Section 3.01(h)(ii)(B)(3).


 


“Voting Stock”
means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies,
entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to
vote has been suspended by the happening of such a contingency.


 






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


 


“Wholly-Owned”
means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other
than nominal shares and directors’ qualifying shares mandated by applicable Law), on a fully-diluted basis, are owned by such Person
and/or by one or more wholly-owned Subsidiaries of such Person.


 


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


 


“Write-Down and
Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and
conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of
the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any
UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into
shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect
as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In
Legislation that are related to or ancillary to any of those powers.


 


1.02            Other
Interpretive Provisions.


 


With reference to this Agreement
and each other Loan Document, unless otherwise specified herein or in such other Loan Document:


 


(a)            The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
 “includes” and “including” shall be deemed to be followed by the phrase “without
limitation.” The word “will” shall be construed to have the same meaning and effect as the word
 “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement,
instrument or other document (including any Loan Document or Organization Document) shall be construed as referring to such
agreement, instrument or other document as from time to time amended, modified, extended, restated, replaced or supplemented from
time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan
Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns,
(iii) the words “hereto,” “herein,” “hereof” and
 “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan
Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles,
Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, Preliminary
Statements of and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any Law
shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or
interpreting such Law and any reference to any Law or regulation shall, unless otherwise specified, refer to such Law or regulation
as amended, modified, extended, restated, replaced or supplemented from time to time, and (vi) the words
 “asset” and “property” shall be construed to have the same meaning and effect and to refer to
any and all assets and properties, tangible and intangible, real and personal, including cash, securities, accounts and contract
rights.


 






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(b)            In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including;” the words “to” and “until” each mean “to but excluding;”
and the word “through” means “to and including.”


 


(c)            Section headings
herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this
Agreement or any other Loan Document.


 


(d)            Without
prejudice to the generality of any provision of this Agreement, for all other purposes pursuant to which the interpretation or construction
of this Agreement, any Collateral Document or any other Loan Document may be subject to the laws of the Province of Quebec or a court
or tribunal exercising jurisdiction in the Province of Quebec, (i) “personal property” shall be deemed to include “movable
property”, (ii) “real property” shall be deemed to include “immovable property” and an “easement”
shall be deemed to include a “servitude”, (iii) “tangible property” shall be deemed to include “corporeal
property”, (iv) “intangible property” shall be deemed to include “incorporeal property”, (v) “security
interest”, “lien”, “mortgage” and “charge” shall be deemed to include a “hypothec”,
(vi) all references to filing, registering or recording financing statements shall be deemed to include publication under the Civil
Code of Quebec, and all references to releasing any lien shall be deemed to include a release, discharge and mainlevée of a hypothec,
(vii) any “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right
of compensation”, (viii) “goods” shall be deemed to include “corporeal movable property” other than
chattel paper, documents of title, instruments, money and securities, (ix) an “agent” shall be deemed to include a “mandatary”,
and (x) all references to “perfection” of or “perfected” liens or security interest shall be deemed to include
a reference to an “opposable” or “set up” lien or security interest as against third parties, (xi) “construction
liens” shall be deemed to include “legal hypothecs”, (xii) “joint and several” shall be deemed to
include “solidary”, (xiii) “gross negligence or willful misconduct” shall be deemed to include “intentional
or gross fault”, (xiv) “beneficial ownership” shall be deemed to include “ownership on behalf of another
as mandatary”, (xv) “survey” shall be deemed to include “certificate of location and plan”, (xvi) 
 “fee simple title” shall be deemed to include “absolute ownership”, (xvii) “accounts” shall
be deemed to include “claims”, and (xviii) “guarantee” or “guarantor” shall be deemed to include
 “suretyship” or “surety”.


 






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


 


1.03            Accounting
Terms.


 


(a)            Generally.
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity
with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing
the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of
determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of
the Loan Parties and their Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects
of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.


 


(b)            Changes
in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or
requirement set forth in any Loan Document, and either the Company or the Required Lenders shall so request, the Administrative Agent,
the Lenders and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof
in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such
ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company shall
provide to the Administrative Agent (for transmittal to the Lenders) financial statements and other documents required under this Agreement
or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and
after giving effect to such change in GAAP.


 


(c)            Calculations.
Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Section 7.11
(including for purposes of determining the Applicable Rate) shall be made on a Pro Forma Basis with respect to (i) any Disposition
of all of the Equity Interests of, or all or substantially all of the assets of, a Subsidiary, (ii) any Disposition of a line of
business or division of any Loan Party or Subsidiary, or (iii) any Acquisition, in each case, occurring during the applicable period.


 






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1.04            Rounding.


 


Any financial ratios required
to be maintained by the Company pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or
down to the nearest number (with a rounding-up if there is no nearest number).


 


1.05            Exchange
Rates; Currency Equivalents.


 


(a)            The
Administrative Agent or the L/C Issuer, as applicable, shall determine the Dollar Equivalent amounts of Credit Extensions and Outstanding
Amounts denominated in Alternative Currencies. Such Dollar Equivalent shall become effective as of such Revaluation Date and shall be
the Dollar Equivalent of such amounts until the next Revaluation Date to occur. Except for purposes of financial statements delivered
by the Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount
of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the
Administrative Agent or the L/C Issuer, as applicable.


 


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


 


(c)            The
Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect
to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate
(including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an
alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component
of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its
affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to
herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of
any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Company. The
Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate
referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any
component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the
Company, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive,
incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in
equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of
any rate (or component thereof) provided by any such information source or service.


 






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(d)            Notwithstanding
anything to the contrary contained herein, if any Delayed-Draw Term Loan is denominated in Canadian Dollars, the exchange rate used in
determining the Dollar Equivalent thereof shall be fixed as of the date of the Borrowing thereof for the term of this Agreement.


 


1.06            Additional
Alternative Currencies.


 


(a)            The
Company may from time to time request that Alternative Currency Loans be made and/or Letters of Credit be issued in a currency other
than those specifically listed in the definition of “Alternative Currency”; provided that such requested currency
is an Eligible Currency. In the case of any such request with respect to the making of Alternative Currency Loans, such request shall
be subject to the approval of the Administrative Agent and the Lenders obligated to make Credit Extensions in such currency; and in the
case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative
Agent and the L/C Issuer.


 


(b)            Any
such request shall be made to the Administrative Agent not later than 11:00 a.m., ten (10) Business Days prior to the date of the
desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request
pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). In the case of any such request pertaining to Alternative
Currency Loans, the Administrative Agent shall promptly notify each affected Lender thereof; and in the case of any such request pertaining
to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. Each affected Lender (in the case of any
such request pertaining to Alternative Currency Loans) or the L/C Issuer (in the case of a request pertaining to Letters of Credit) shall
notify the Administrative Agent, not later than 11:00 a.m., five (5) Business Days after receipt of such request whether it consents,
in its sole discretion, to the making of Alternative Currency Loans or the issuance of Letters of Credit, as the case may be, in such
requested currency.


 


(c)            Any
failure by a Lender or the L/C Issuer, as the case may be, to respond to such request within the time period specified in the last
sentence of the immediately preceding paragraph shall be deemed to be a refusal by such Lender or the L/C Issuer, as the case may
be, to permit Alternative Currency Loans to be made or Letters of Credit to be issued in such requested currency. If the
Administrative Agent and all the affected Lenders consent to making Alternative Currency Loans in such requested currency and the
Administrative Agent and such Lenders reasonably determine that an appropriate interest rate is available to be used for such
requested currency, the Administrative Agent shall so notify the Company and (i) the Administrative Agent and such Lenders may
amend the definition of Alternative Currency Daily Rate or Alternative Currency Term Rate to the extent necessary to add the
applicable rate for such currency and any applicable adjustment for such rate and (ii) to the extent the definition of
Alternative Currency Daily Rate or Alternative Currency Term Rate, as applicable, reflects the appropriate interest rate for such
currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all
purposes to be an Alternative Currency for purposes of any Borrowings of Alternative Currency Loans. If the Administrative Agent and
the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the
Company and (A) the Administrative Agent and the L/C Issuer may amend the definition of Alternative Currency Daily Rate or
Alternative Currency Term Rate, as applicable, to the extent necessary to add the applicable rate for such currency and any
applicable adjustment for such rate and (B) to the extent the definition of Alternative Currency Daily Rate or Alternative
Currency Term Rate, as applicable, has been amended to reflect the appropriate rate for such currency, such currency shall thereupon
be deemed for all purposes to be an Alternative Currency, for purposes of any Letter of Credit issuances. If the Administrative
Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative
Agent shall promptly so notify the Company. Any specified currency of an Existing Letter of Credit that is neither Dollars nor one
of the Alternative Currencies specifically listed in the definition of “Alternative Currency” shall be deemed an
Alternative Currency with respect to such Existing Letter of Credit only.


 






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1.07             Change
of Currency.


 


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


 


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


 


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


 


1.08            Times
of Day.


 


Unless otherwise specified,
all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).


 






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1.09            Letter
of Credit Amounts.


 


Unless
otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated
amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that,
by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof,
the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit
after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.


 


1.10            Australian
Code of Banking Practice.


 


The parties agree that the
Australian Banking Code of Practice (2020, as published by the Australian Banking Association, as amended or revised from time to time)
shall not apply to the Loan Documents or the transactions thereunder.


 


1.11            Pro
Forma Calculations; Calculations of Baskets.


 


(a)            Notwithstanding
anything to the contrary herein, the Consolidated Leverage Ratio, Consolidated EBITDA and Consolidated Interest Coverage Ratio shall
be calculated in the manner prescribed by this Section 1.11.


 


(b)            For
purposes of calculating the Consolidated Leverage Ratio, Consolidated EBITDA and Consolidated Interest Coverage Ratio, Specified Transactions
(and the incurrence or repayment of any Indebtedness in connection therewith) that have occurred (i) during the applicable measurement
period or (ii) subsequent to such measurement period and prior to or simultaneously with the Specified Transaction for which the
calculation of any such ratio or amount is made shall be calculated on a pro forma basis assuming that all such Specified Transactions
(and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified
Transaction) had occurred on the first day of the applicable measurement period. If since the beginning of any applicable measurement
period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Company or any of
its Subsidiaries since the beginning of such measurement period shall have consummated any Specified Transaction that would have required
adjustment pursuant to this Section 1.11, then the Consolidated Leverage Ratio, Consolidated EBITDA and Consolidated Interest
Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.11.


 


(c)            If
in connection with a Specified Transaction, the Company or any Subsidiary incurs (including by assumption or guarantees) or repays
(including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated
Leverage Ratio, Consolidated EBITDA and the Consolidated Interest Coverage Ratio, as the case may be, (i) during the applicable
measurement period or (ii) subsequent to the end of the applicable measurement period and prior to or simultaneously with the
Specified Transaction for which the calculation of any such ratio is made, then the Consolidated Leverage Ratio, Consolidated EBITDA
and the Consolidated Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of
such Indebtedness, to the extent required, as if the same had occurred on the first day of the applicable measurement period, and if
such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of
this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness as at the relevant
date of determination.


 






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(d)            If
any of the baskets set forth in this Agreement are exceeded solely as a result of fluctuations to Consolidated EBITDA for the most recently
completed fiscal quarter after the last time such baskets were calculated for any purpose under this Agreement, such baskets will not
be deemed to have been exceeded solely as a result of such fluctuations.


 


Article II


 

THE COMMITMENTS AND CREDIT EXTENSIONS


 


2.01            Revolving
Loans, Delayed-Draw Term Loans and New Term A Loans.


 


(a)            Revolving
A Loans. Subject to the terms and conditions set forth herein, each Revolving A Lender severally agrees to make loans (each such
loan, a “Revolving A Loan”) to the Borrowers (other than Australian Borrowers or Japanese Borrowers) in Dollars or
in one or more Alternative Currencies from time to time on any Business Day during the Availability Period in an aggregate amount not
to exceed at any time outstanding the amount of such Revolving A Lender’s Revolving A Commitment; provided, however,
that after giving effect to any Borrowing of Revolving A Loans, (i) the Total Revolving A Outstandings shall not exceed the Aggregate
Revolving A Commitments, (ii) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Revolving A Lender’s
Revolving A Commitment and (iii) the aggregate Outstanding Amount of all Revolving A Loans denominated in Alternative Currencies
(other than Canadian Dollars) shall not exceed the Alternative Currency Sublimit. Within the limits of each Revolving A Lender’s
Revolving A Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01,
prepay under Section 2.05, and reborrow under this Section 2.01. Revolving A Loans may be Base Rate Loans, Canadian
Prime Rate Loans, Adjusted Daily Term SOFR Loans, Adjusted Term SOFR Loans, Alternative Currency Daily Rate Loans or Alternative Currency
Term Rate Loans or a combination thereof, as further provided herein.


 


(b)            Revolving
B Loans. Subject to the terms and conditions set forth herein, each Revolving B Lender severally agrees to make loans (each such
loan, a “Revolving B Loan”) to the Borrowers (excluding Japanese Borrowers) in Dollars or in one or more
Alternative Currencies (excluding Yen) from time to time on any Business Day during the Availability Period in an aggregate amount
not to exceed at any time outstanding the amount of such Revolving B Lender’s Revolving B Commitment; provided, however,
that after giving effect to any Borrowing of Revolving B Loans, (i) the Total Revolving B Outstandings shall not exceed the
Aggregate Revolving B Commitments, and (ii) the Revolving B Credit Exposure of any Revolving B Lender shall not exceed such
Revolving B Lender’s Revolving B Commitment. Within the limits of each Revolving B Lender’s Revolving B
Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01,
prepay under Section 2.05, and reborrow under this Section 2.01. Revolving B Loans may be Base Rate Loans,
Canadian Prime Rate Loans, Adjusted Daily Term SOFR Loans, Adjusted Term SOFR Loans, Alternative Currency Daily Rate Loans or
Alternative Currency Term Rate Loans or a combination thereof, as further provided herein, provided, however, all
Borrowings made on the Closing Date shall be made as Base Rate Loans. Notwithstanding the foregoing, Revolving B Loans denominated
in Australian Dollars are only available to Australian Borrowers, and Australian Borrowers may only borrow Revolving B Loans
denominated in Australian Dollars.


 






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(c)            Revolving
C Loans. Subject to the terms and conditions set forth herein, each Revolving C Lender severally agrees to make loans (each such
loan, a “Revolving C Loan”) to the Borrowers (excluding Australian Borrowers) in Dollars or in one or more Alternative
Currencies (other than Australian Dollars) from time to time on any Business Day during the Availability Period in an aggregate amount
not to exceed at any time outstanding the amount of such Revolving C Lender’s Revolving C Commitment; provided, however,
that after giving effect to any Borrowing of Revolving C Loans, (i) the Total Revolving C Outstandings shall not exceed the Aggregate
Revolving C Commitments, and (ii) the Revolving C Credit Exposure of any Revolving C Lender shall not exceed such Revolving C Lender’s
Revolving C Commitment. Within the limits of each Revolving C Lender’s Revolving C Commitment, and subject to the other terms and
conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow
under this Section 2.01. Revolving C Loans may be Base Rate Loans, Canadian Prime Rate Loans, Adjusted Daily Term SOFR Loans,
Adjusted Term SOFR Loans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans or a combination thereof, as
further provided herein, provided, however, all Borrowings made on the Closing Date shall be made as Base Rate Loans. Notwithstanding
the foregoing, Revolving C Loans denominated in Yen are only available to Japanese Borrowers, and Japanese Borrowers may only borrow
Revolving C Loans denominated in Yen.


 


(d)            Delayed-Draw
Term Loan. Subject to the terms and conditions set forth herein, each Term Lender with a Delayed-Draw Term Loan Commitment
severally agrees to make its portion of term loans to the Company, Ritchie Bros. Auctioneers (Canada) Ltd., Ritchie Bros. Holdings
Ltd., Ritchie Bros. Holdings Inc., Ritchie Bros. Auctioneers (America) Inc., Ritchie Bros. UK Limited and/or Ritchie Bros. UK
Holdings Limited in Dollars, Canadian Dollars or Sterling in up to four (4) Borrowings which shall all be made on any Business
Day during the Availability Period in an aggregate amount not to exceed such Term Lender’s Delayed-Draw Term Loan Commitment
(each such Borrowing, a “Delayed-Draw Term Loan”). Amounts repaid on Delayed-Draw Term Loans may not be
reborrowed. Delayed-Draw Term Loans may consist of Base Rate Loans, Canadian Prime Rate Loans, Adjusted Daily Term SOFR Loans,
Adjusted Term SOFR Loans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans, or a combination thereof,
as further provided herein. For purposes hereof, the portion of the Delayed-Draw Term Loan (as outstanding immediately prior to the
Fourth Amendment Effective Date) held by Lenders on the Fourth Amendment Effective Date shall remain outstanding and shall be
applied to such Lender’s obligation to make its portion of the Borrowing of any Delayed-Draw Term Loan on the Fourth Amendment
Effective Date.


 






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(e)            New
Term A Loans. Subject to the terms set forth herein and subject solely to the satisfaction or waiver of the conditions set forth
in Section 4 of the Sixth Amendment, each New Term A Loan Lender with a New Term A Loan Commitment severally agrees to make its
portion of term loans to the New Term A Borrowers in Dollars or Canadian Dollars during the Availability Period on the Sixth Amendment
Closing Date in an aggregate amount not to exceed such New Term A Loan Lender’s New Term A Loan Commitment (such Borrowing, a “New
Term A Loan”). Amounts repaid on New Term A Loans may not be reborrowed. New Term A Loans may consist of Base Rate Loans, Canadian
Prime Rate Loans, Adjusted Daily Term SOFR Loans, Adjusted Term SOFR Loans or Alternative Currency Term Rate Loans, or a combination
thereof, as further provided herein.


 


2.02            Borrowings,
Conversions and Continuations of Loans.


 


(a)            Each
Borrowing, each conversion of Loans from one Type to the other, and each continuation of Adjusted Term SOFR Loans or Alternative
Currency Term Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which
may be given by (A) telephone, or (B) a Loan Notice; provided that any telephonic notice must be confirmed
immediately by delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative
Agent not later than (x) 1:00 p.m. (i) three (3) Business Days prior to the requested date of any Borrowing of,
conversion to or continuation of Adjusted Term SOFR Loans or of any conversion of Adjusted Term SOFR Loans to Adjusted Daily Term
SOFR Loans or Base Rate Loans, (ii) except as otherwise provided in this Section 2.02(a), three (3) Business
Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or
continuation of Alternative Currency Loans or of any conversion of Alternative Currency Term Rate Loans denominated in Canadian
Dollars to Canadian Prime Rate Loans, as applicable, (iii) on the requested date of any Borrowing of Canadian Prime Rate Loans,
and (iv) on the requested date of any Borrowing of Base Rate Loans or Adjusted Daily Term SOFR Loans, (y) 1:00
p.m. four (4) Business Days prior to the requested date of any Borrowing of, or continuation of, Alternative Currency
Loans denominated in Australian Dollars and (z) 1:00 p.m. four (4) Business Days prior to the requested date of any
Borrowing of, or continuation of, Alternative Currency Loans denominated in Yen. Except as provided in Sections
2.04C(c) and 2.04(D)(c), each Borrowing of, conversion to or continuation of Adjusted Daily Term SOFR Loans,
Adjusted Term SOFR Loans or Alternative Currency Loans, as applicable, shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof. Each Borrowing of, or continuation of Alternative Currency Loans denominated in Australian
Dollars shall be in a principal amount of AUS$200,000 or a whole multiple of AUS$50,000 in excess thereof. Each Borrowing of, or
continuation of, Alternative Currency Loans denominated in Yen shall be in a principal amount of ¥20,000,000 or a whole multiple
of ¥50,000 in excess thereof. Except as provided in Sections 2.03(c), 2.04A(c) and 2.04B(c), each
Borrowing of or conversion to Adjusted Daily Term SOFR Loans, Base Rate Loans or Canadian Prime Rate Loans, as applicable,
shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Loan Notice shall specify
(i) whether the applicable Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a
continuation of Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be
a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be
borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect
thereto, and (vi) the currency of the Loans to be borrowed (it being understood that Adjusted Term SOFR Loans, Adjusted Daily
Term SOFR Loans and Base Rate Loans can only be made in Dollars). Except as provided in Section 2.01(b), if a Borrower
fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If a
Borrower fails to specify a Type of a Loan in a Loan Notice or if a Borrower fails to give a timely notice requesting a conversion
or continuation, then the applicable Loans shall be made as, or converted to, Adjusted Daily Term SOFR Loans or Canadian Prime Rate
Loans, if applicable; provided, however, that in the case of a failure to specify a Type of Loan to be denominated in
an Alternative Currency (other than Canadian Dollars) or to timely request a continuation of Loans denominated in an Alternative
Currency (other than Canadian Dollars), such Loans shall be made, or continued, as Alternative Currency Term Rate Loans in the
applicable currency with an Interest Period of one month. Any such automatic conversion to Adjusted Daily Term SOFR Loans or
Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable
Term Rate Loans. If a Borrower requests a Borrowing of, conversion to, or continuation of Term Rate Loans in any Loan Notice, but
fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted
into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan
and reborrowed in the other currency.


 






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(b)            Following
receipt of a Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency) of its
Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by a Borrower,
the Administrative Agent shall notify each applicable Lender of the details of any automatic conversion to Adjusted Daily Term SOFR
Loans or Canadian Prime Rate Loans, if applicable, or continuation of Alternative Currency Loans denominated in a currency other
than Canadian Dollars, in each case as described in the preceding subsection. In the case of a Borrowing, each applicable Lender
shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office
for the applicable currency not later than 1:00 p.m., in the case of any Loan denominated in Dollars, and not later than the
Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case
on the Business Day specified in the applicable Loan Notice. Upon satisfaction or waiver of the applicable conditions set forth in
(i) Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01),
(ii) Section 4.03 in the case of any Borrowing of a Delayed-Draw Term Loan to finance the EuroAuction Acquisition
or (iii) Section 4 of the Sixth Amendment in the case of any Sixth Amendment Closing Date Revolver Draw and any Borrowing
of New Term A Loans, in each case, to finance the IAA Acquisition Transactions, the Administrative Agent shall make all funds
so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting
the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds,
in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by such Borrower; provided, however,
that, except in the case of Borrowings on the Sixth Amendment Closing Date, if, on the date the Loan Notice with respect to a
Borrowing of Revolving A Loans denominated in Dollars is given by a Borrower, there are L/C Borrowings outstanding, then the
proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings and second,
shall be made available to the applicable Borrower as provided above.


 






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(c)            Except
as otherwise provided herein, a Term Rate Loan may be continued or converted only on the last day of the Interest Period for such Loan.
During the existence of a Default, no Loans may be converted to or continued as Term Rate Loans without the consent of the Required Lenders,
and the Required Lenders may demand that any or all of the outstanding Alternative Currency Term Rate Loans be prepaid, or redenominated
into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.


 


(d)            After
giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type,
there shall not be more than twenty (20) Interest Periods in effect, or such greater number as the Administrative Agent may agree in
its sole discretion.


 


(e)            This
Section 2.02 shall not apply to Swing Line Loans.


 


2.03            Letters
of Credit.


 


(a)            The
Letter of Credit Commitment.


 


(i)            Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set
forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until
the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or (subject to the limitation below) in one
or more Alternative Currencies for the account of the Company or any of its Subsidiaries, and to amend or extend Letters of Credit
previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of
Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the
Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with
respect to any Letter of Credit, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments,
(y) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Revolving A Lender’s Revolving A
Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided, further,
that, after giving effect to all L/C Credit Extensions, the aggregate Outstanding Amount of all Letters of Credit issued by
any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment. Each request by the Company for the issuance or amendment of
a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with
the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and
conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company
may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn
upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the
Closing Date shall be subject to and governed by the terms hereof. Notwithstanding anything to the contrary contained herein, unless
otherwise agreed by the Administrative Agent, Letters of Credit denominated in Alternative Currencies may only be issued by Bank of
America and up to three other Lenders elected from time to time by the Company (with the agreement of such other Lender), in their
capacities as L/C Issuers.


 






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(ii)            The
L/C Issuer shall not issue any Letter of Credit if:


 


(A)            subject
to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the
date of issuance or last extension, unless the Revolving A Lenders (other than Defaulting Lenders) holding a majority of the Revolving
A Credit Exposure have approved such expiry date; or


 


(B)            the
expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving A Lenders
have approved such expiry date.


 


(iii)            The
L/C Issuer shall not be under any obligation to issue any Letter of Credit if:


 


(A)            any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer
from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force
of Law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain
from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect
to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder)
not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable
on the Closing Date and which the L/C Issuer in good faith deems material to it;


 






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(B)            the
issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;


 


(C)            except
as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is to be denominated in a currency other than
Dollars or an Alternative Currency;


 


(D)            the
L/C Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency;


 


(E)            any
Revolving A Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of
Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Company or such Defaulting Lender to eliminate the
L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the Defaulting
Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as
to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;


 


(F)            such
Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or


 


(G)            such
Letter of Credit consists of a bank guaranty.


 


(iv)            The
L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in
its amended form under the terms hereof.


 


(v)            The
L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time
to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not
accept the proposed amendment to the Letter of Credit.


 


(vi)            The
L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith,
and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX
with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed
to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent”
as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided
herein with respect to the L/C Issuer.


 






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(b)            Procedures
for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.


 


(i)            Each
Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to the L/C Issuer (with a
copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible
Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic
transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such
Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least
one (1) Business Day (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance
in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for
an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C
Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and
currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents
to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such
beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other
matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of
Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the
proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such
other matters as the L/C Issuer may require. Additionally, the Company shall furnish to the L/C Issuer and the Administrative Agent such
other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents,
as the L/C Issuer or the Administrative Agent may require.


 


(ii)            Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing)
that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, the L/C Issuer will
provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Lender, the Administrative
Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit,
that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and
conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company or the applicable
Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and
customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving A Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount
equal to the product of such Revolving A Lender’s Applicable Percentage times the amount of such Letter of Credit.


 






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(iii)            If
the Company so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a
Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided
that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month
period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than
a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter
of Credit is issued. Unless otherwise directed by the L/C Issuer, the Company shall not be required to make a specific request to the
L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized
(but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the
Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the
L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in
its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or
otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business
Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit
such extension or (2) from the Administrative Agent, any Lender or the Borrowers that one or more of the applicable conditions specified
in Section 4.02 is not then satisfied, and in each case directing the L/C Issuer not to permit such extension.


 


(iv)            Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the
beneficiary thereof, the L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter
of Credit or amendment.


 


(c)            Drawings
and Reimbursements; Funding of Participations.


 


(i)            Upon
receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, the L/C Issuer shall
notify the Company and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency,
the Company shall reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have
specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for
reimbursement in Dollars, the Company shall have notified the L/C Issuer promptly following receipt of the notice of drawing that
the Company will reimburse the L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter
of Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Company of the Dollar Equivalent of the amount of
the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of any payment by the L/C
Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the L/C Issuer
under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the
Company shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the
applicable currency. In the event that (A) a drawing denominated in an Alternative Currency is to be reimbursed in Dollars
pursuant to the second sentence in this Section 2.03(c)(i) and (B) the Dollar amount paid by the Company,
whether on or after the Honor Date, shall not be adequate on the date of that payment to purchase in accordance with normal banking
procedures a sum denominated in the Alternative Currency equal to the drawing, the Company agrees, as a separate and independent
obligation, to indemnify the L/C Issuer for the loss resulting from its inability on that date to purchase the Alternative Currency
in the full amount of the drawing. If the Company fails to timely reimburse the L/C Issuer on the Honor Date, the Administrative
Agent shall promptly notify each Revolving A Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars
in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the
 “Unreimbursed Amount”), and the amount of such Revolving A Lender’s Applicable Percentage thereof. In such
event, the Company shall be deemed to have requested a Borrowing of Revolving A Loans that are Base Rate Loans to be disbursed on
the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02
for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving A Commitments and the
conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or
the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone 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.


 






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(ii)            Each
Revolving A Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative
Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer, in Dollars, at the Administrative Agent’s
Office for Dollar-denominated deposits in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00
p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii),
each Revolving A Lender that so makes funds available shall be deemed to have made a Revolving A Loan that is a Base Rate Loan to the
Company in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer in Dollars.


 


(iii)            With
respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Revolving A Loans that are Base Rate Loans because
the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Company shall be deemed to
have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C
Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event,
each Revolving A Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall
be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving A
Lender in satisfaction of its participation obligation under this Section 2.03.


 






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(iv)            Until
each Revolving A Lender funds its Revolving A Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the
L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving A Lender’s Applicable Percentage
of such amount shall be solely for the account of the L/C Issuer.


 


(v)            Each
Revolving A Lender’s obligation to make Revolving A Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters
of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving A Lender may have
against the L/C Issuer, the Company or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default,
or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however,
that each Revolving A Lender’s obligation to make Revolving A Loans pursuant to this Section 2.03(c) is subject
to the conditions set forth in Section 4.02 (other than delivery by the Company of a Loan Notice). No such making of an L/C
Advance shall relieve or otherwise impair the obligation of the Company to reimburse the L/C Issuer for the amount of any payment made
by the L/C Issuer under any Letter of Credit, together with interest as provided herein.


 


(vi)            If
any Revolving A Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be
paid by such Revolving A Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in
Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover
from such Revolving A Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from
the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal
to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged
by the L/C Issuer in connection with the foregoing. If such Revolving A Lender pays such amount (with interest and fees as aforesaid),
the amount so paid shall constitute such Revolving A Lender’s Revolving A Loan included in the relevant Borrowing or L/C Advance
in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving A Lender (through
the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.


 






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(d)            Repayment
of Participations.


 


(i)            At
any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving A Lender such Revolving
A Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives
for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from
the Company or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent
will distribute to such Revolving A Lender its Applicable Percentage thereof in Dollars and in the same funds as those received by the
Administrative Agent.


 


(ii)            If
any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is
required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered
into by the L/C Issuer in its discretion), each Revolving A Lender shall pay to the Administrative Agent for the account of the L/C Issuer
its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date
such amount is returned by such Revolving A Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect.
The obligations of the Revolving A Lenders under this clause shall survive the payment in full of the Obligations and the termination
of this Agreement.


 


(e)            Obligations
Absolute. The obligation of the Company to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each
L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement
under all circumstances, including the following:


 


(i)            any
lack of validity or enforceability of such Letter of Credit, this Agreement or any other Loan Document;


 


(ii)            the
existence of any claim, counterclaim, setoff, defense or other right that any Loan Party or any Subsidiary may have at any time against
any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be
acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such
Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;


 


(iii)            any
draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient
in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise
of any document required in order to make a drawing under such Letter of Credit;


 


(iv)            waiver
by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Company or any waiver
by the L/C Issuer which does not in fact materially prejudice the Company;


 






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(v)            honor
of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;


 


(vi)            any
payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of,
or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC,
the ISP or the UCP, as applicable;


 


(vii)            any
payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with
the terms and conditions of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting
to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative
of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding
under any Debtor Relief Law;


 


(viii)            any
adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Company or any Subsidiary
or in the relevant currency markets generally; or


 


(ix)            any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might
otherwise constitute a defense available to, or a discharge of, any Loan Party or any Subsidiary;


 


provided
that the foregoing shall not excuse the L/C Issuer from liability to the Borrowers to the extent of any direct damages (as
opposed to consequential damages, claims in respect of which are waived by the Borrowers as provided herein) suffered by the Company
or any Subsidiary to the extent caused by the L/C Issuer’s gross negligence or willful misconduct when determining whether drafts
and other documents presented under a Letter of Credit comply with the terms thereof.


 


The Company shall promptly examine
a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with
the Company’s instructions or other irregularity, the Company will immediately notify the L/C Issuer. The Company shall be conclusively
deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.


 






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(f)            Role
of L/C Issuer. Each Lender and the Company agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not
have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such
Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person
executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties
nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken
or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable;
(ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The
Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of
Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Company from pursuing
such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C
Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C
Issuer shall be liable or responsible for any of the matters described in clauses (i) through (ix) of Section 2.03(e); provided, however,
that anything in such clauses to the contrary notwithstanding, the Company may have a claim against the L/C Issuer, and the L/C
Issuer may be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary,
damages suffered by the Company which the Company proves were caused by the L/C Issuer’s willful misconduct or gross
negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In
furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall
not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a
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. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via
the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any
other commercially reasonable means of communicating with a beneficiary.


 


(g)            Applicability
of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the L/C Issuer and the Company when a Letter of Credit
is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to
each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding
the foregoing, the L/C Issuer shall not be responsible to the Company for, and the L/C Issuer’s rights and remedies against the
Company shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any Law, order, or practice that
is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where
the L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice
statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial
Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit
chooses such Law or practice.


 






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(h)            Letter
of Credit Fees. The Company shall pay to the Administrative Agent for the account of each Revolving A Lender in accordance,
subject to Section 2.15, with its Applicable Percentage, in Dollars, a Letter of Credit fee (the “Letter
of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily
amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any
Letter of Credit, (x) the amount of such Letter of Credit shall be determined in accordance with Section 1.09 and
(y) each bank guaranty shall be treated as a standby Letter of Credit. Letter of Credit Fees shall be (i) due and payable
on the first Business Day after the end of each March, June, September and December, commencing with the first such date to
occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and
(ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily
amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each
period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon
the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.
With respect to Letter of Credit Fees attributable to Letters of Credit issued by institutions other than Bank of America, the
Administrative Agent shall compute such Letter of Credit Fees using the information provided in Section 2.03(m)(iv) and
any related Letter of Credit activity that posts subsequent to the date of such information but prior to the end of the calendar
quarter shall be moved to the subsequent billing cycle.


 


(i)            Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer. The Company shall pay directly to the L/C Issuer for its own account,
in Dollars, a fronting fee (i) with respect to each commercial Letter of Credit, at the rate specified in the Fee Letter, computed
on the Dollar Equivalent of the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any
amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Company
and the L/C Issuer, computed on the Dollar Equivalent of the amount of such increase, and payable upon the effectiveness of such amendment,
and (iii) with respect to each standby Letter of Credit (which shall include for this purpose any bank guaranty), at the rate per
annum specified in the Fee Letter, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit
on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June,
September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first
payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration
Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount
of such Letter of Credit shall be determined in accordance with Section 1.09. In addition, the Company shall pay directly
to the L/C Issuer for its own account, in Dollars, the customary issuance, presentation, amendment and other processing fees, and other
standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard
costs and charges are due and payable on demand and are nonrefundable.


 


(j)            Conflict
with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof
shall control.


 






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(k)            Letters
of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations
of, or is for the account of, a Subsidiary, the Company shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings
under such Letter of Credit. The Company hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures
to the benefit of the Company, and that the Company’s business derives substantial benefits from the businesses of such Subsidiaries.


 


(l)            Additional
L/C Issuers. Subject to the prior approval of the Administrative Agent, not be unreasonably withheld, the Company may appoint another
Lender as an L/C Issuer. Upon such appointment, such Person shall become an L/C Issuer, be entitled to all the benefits and subject to
the obligations of an L/C Issuer hereunder with respect to Letters of Credit issued by it. The Company may select which L/C Issuer it
requests to issue a Letter of Credit if there are multiple L/C Issuers. The Administrative Agent, the Company and any L/C Issuer appointed
as such after the Closing Date may amend this Agreement as the Administrative Agent reasonably determines is necessary or appropriate
to reflect such appointment.


 


(m)            Letter
of Credit Reports. Unless otherwise agreed by the Administrative Agent and the L/C Issuer, the L/C Issuer shall, in addition to its
notification obligations set forth elsewhere in this Section 2.03, provide the Administrative Agent the following information:


 


(i)            not
later than one Business Day following the date that the L/C Issuer issues, amends, renews, increases or extends a Letter of Credit: (A) the
date of such issuance, amendment, renewal, increase or extension, (B) the currency of the applicable Letter of Credit and (C) the
Dollar Equivalent of the stated amount of the applicable Letters of Credit after giving effect to such issuance, amendment, renewal or
extension (and whether the amounts thereof shall have changed);


 


(ii)            not
later than one Business Day following the expiration or termination of a Letter of Credit, the date of such expiration or termination;


 


(iii)            not
later than the second Business Day of each month, a report containing (A) a list of all outstanding Letters of Credit as of the
last day of the immediately preceding month and (B) the face amount of such Letter of Credit (which, in the case of Letters of Credit
denominated in Alternate Currencies, shall include the Dollar Equivalent amount thereof);


 


(iv)            not
later than 9:00 a.m. on the second Business Day prior to the end of each March, June, September and December, a report containing
(A) a list of all outstanding Letters of Credit during the current quarter with a description of all activity with respect to such
Letters of Credit during such quarter and (B) the face amount of such Letter of Credit (which, in the case of Letters of Credit
denominated in Alternate Currencies, shall include the Dollar Equivalent amount thereof);


 






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(v)            not
later than one Business Day following the date on which the L/C Issuer makes a payment pursuant to a Letter of Credit, the date and amount
of such payment;


 


(vi)            not
later than one Business Day following the date on which the Borrower fails to reimburse a payment made pursuant to a Letter of Credit
required to be reimbursed on such day, the date of such failure and the amount of such payment; and


 


(vii)            on
any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued
by the L/C Issuer.


 


		2.04	Swing Line Loans.



 


		2.04A	U.S.
                                            Swing Line Loans.



 


(a)            U.S.
Swing Line Facility. Subject to the terms and conditions set forth herein, the U.S. Swing Line Lender, in reliance upon the
agreements of the other Lenders set forth in this Section 2.04A, may in its sole discretion subject to the terms of any
U.S. Autoborrow Agreement make loans (each such loan, a “U.S. Swing Line Loan”) to the U.S. Borrowers in Dollars
from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding
the amount of the U.S. Swing Line Sublimit or the U.S. Swing Line Lender’s Swing Line Commitment, notwithstanding the fact
that such U.S. Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving A Loans and
L/C Obligations of the Lender acting as U.S. Swing Line Lender, may exceed the amount of such Lender’s Revolving A Commitment; provided, however,
that (i) after giving effect to any U.S. Swing Line Loan, (A) the Total Revolving A Outstandings shall not exceed the
Aggregate Revolving A Commitments and (B) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such
Revolving A Lender’s Revolving A Commitment, (ii) the U.S. Borrowers shall not use the proceeds of any U.S. Swing Line
Loan to refinance any outstanding U.S. Swing Line Loan and (iii) the U.S. Swing Line Lender shall not be under any obligation
to make any U.S. Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error)
that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms
and conditions hereof, the U.S. Borrowers may borrow under this Section 2.04A, prepay under Section 2.05,
and reborrow under this Section 2.04A. Each U.S. Swing Line Loan shall be at the applicable U.S. Borrower’s
option, an Adjusted Daily Term SOFR Loan or a Base Rate Loan; provided however, that if a U.S. Autoborrow Agreement is in
effect, the U.S. Swing Line Lender may, at its discretion, provide for an alternate rate of interest on U.S. Swing Line Loans under
the U.S. Autoborrow Agreement (with respect to any U.S. Swing Line Loans for which the U.S. Swing Line Lender has not requested that
the Revolving A Lenders fund Revolving A Loans to refinance, or to purchase and fund risk participations in, such U.S. Swing Line
Loans pursuant to Section 2.04A(c)). Immediately upon the making of a U.S. Swing Line Loan, each Revolving A Lender
shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.S. Swing Line Lender a risk
participation in such U.S. Swing Line Loan in an amount equal to the product of such Revolving A Lender’s Applicable
Percentage times the amount of such U.S. Swing Line Loan.


 






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(b)            Borrowing
Procedures.


 


(i)            At
any time a U.S. Autoborrow Agreement is not in effect, each Borrowing of U.S. Swing Line Loans shall be made upon the applicable Borrower’s
irrevocable notice to the U.S. Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by
a U.S. Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the U.S. Swing Line
Lender and the Administrative Agent of a U.S. Swing Line Loan Notice. Each such U.S. Swing Line Loan Notice must be received by the U.S.
Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the requested borrowing date, and shall specify (1) the
amount to be borrowed, which shall be a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof, (2) the
requested borrowing date, which shall be a Business Day and (3) whether such proposed Borrowing will be a Base Rate Loan or an Adjusted
Daily Term SOFR Loan. Promptly after receipt by the U.S. Swing Line Lender of any U.S. Swing Line Loan Notice, the U.S. Swing Line Lender
will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such U.S. Swing
Line Loan Notice and, if not, the U.S. Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents
thereof. Unless the U.S. Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including
at the request of any Lender) prior to 3:00 p.m. on the date of the proposed Borrowing of U.S. Swing Line Loans (A) directing
the U.S. Swing Line Lender not to make such U.S. Swing Line Loan as a result of the limitations set forth in the first proviso to the
first sentence of Section 2.04A(a), or (B) that one or more of the applicable conditions specified in Article IV
is not then satisfied, then, subject to the terms and conditions hereof, the U.S. Swing Line Lender will, not later than 3:00 p.m. on
the borrowing date specified in such U.S. Swing Line Loan Notice, make the amount of its U.S. Swing Line Loan available to the applicable
U.S. Borrower.


 


(ii)            In
order to facilitate the borrowing of U.S. Swing Line Loans, the U.S. Borrowers and the U.S. Swing Line Lender may mutually agree to,
and are hereby authorized to, enter into a U.S. Autoborrow Agreement in form and substance satisfactory to the Administrative Agent
and the U.S. Swing Line Lender (the “U.S. Autoborrow Agreement”) providing for the automatic advance by the U.S.
Swing Line Lender of U.S. Swing Line Loans under the conditions set forth in such agreement, which shall be in addition to the
conditions set forth herein. At any time a U.S. Autoborrow Agreement is in effect, the requirements for borrowings of U.S. Swing
Line Loans set forth in the immediately preceding paragraph shall not apply, and all Borrowings of U.S. Swing Line Loans under the
U.S. Autoborrow Agreement shall be made in accordance with the U.S. Autoborrow Agreement. For purposes of determining the
Outstanding Amount under the Aggregate Revolving A Commitments at any time during which a U.S. Autoborrow Agreement is in
effect, the Outstanding Amount of all U.S. Swing Line Loans shall be deemed to be the Outstanding Amount of U.S. Swing Line Loans at
such time plus the maximum amount available to be borrowed under the U.S. Autoborrow Agreement. For purposes of any borrowing
of U.S. Swing Line Loans pursuant to the U.S. Autoborrow Agreement, all references to Bank of America shall be deemed to be a
reference to Bank of America, in its capacity as U.S. Swing Line Lender hereunder.


 






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(c)            Refinancing
of U.S. Swing Line Loans.


 


(i)            The
U.S. Swing Line Lender at any time in its sole discretion may request, on behalf of the U.S. Borrowers (which hereby irrevocably authorizes
the U.S. Swing Line Lender to so request on its behalf), that each Revolving A Lender make a Revolving A Loan that is a Base Rate Loan
or Adjusted Daily Term SOFR Loan, as applicable, in an amount equal to such Revolving A Lender’s Applicable Percentage of the amount
of U.S. Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan
Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples
specified therein for the principal amount of Base Rate Loans or Adjusted Daily Term SOFR Loans, but subject to the unutilized portion
of the Aggregate Revolving A Commitments and the conditions set forth in Section 4.02. The U.S. Swing Line Lender shall furnish
the U.S. Borrowers with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each
Revolving A Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Loan Notice for each type
of outstanding U.S. Swing Line Loan available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash
Collateral available with respect to the applicable U.S. Swing Line Loan) for the account of the U.S. Swing Line Lender at the applicable
Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04A(c)(ii),
each Revolving A Lender that so makes funds available shall be deemed to have made a Revolving A Loan that is a Base Rate Loan or Adjusted
Daily Term SOFR Loan, as applicable to the Borrowers in such amount. The Administrative Agent shall remit the funds so received to the
U.S. Swing Line Lender.


 


(ii)            If
for any reason any U.S. Swing Line Loan cannot be refinanced by such a Borrowing of Revolving A Loans in accordance with Section 2.04A(c)(i),
the request for Revolving A Loans that are Base Rate Loans submitted by the U.S. Swing Line Lender as set forth herein shall be deemed
to be a request by the U.S. Swing Line Lender that each of the Revolving A Lenders fund its risk participation in the relevant U.S. Swing
Line Loan and each Revolving A Lender’s payment to the Administrative Agent for the account of the U.S. Swing Line Lender pursuant
to Section 2.04A(c)(i) shall be deemed payment in respect of such participation.


 






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(iii)            If
any Revolving A Lender fails to make available to the Administrative Agent for the account of the U.S. Swing Line Lender any amount required
to be paid by such Revolving A Lender pursuant to the foregoing provisions of this Section 2.04A(c) by the time specified
in Section 2.04A(c)(i), the U.S. Swing Line Lender shall be entitled to recover from such Revolving A Lender (acting through
the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the
date on which such payment is immediately available to the U.S. Swing Line Lender at a rate per annum equal to the applicable Overnight
Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the U.S. Swing Line Lender
in connection with the foregoing. If such Revolving A Lender pays such amount (with interest and fees as aforesaid), the amount so paid
shall constitute such Revolving A Lender’s Revolving A Loan included in the relevant Borrowing or funded participation in the relevant
U.S. Swing Line Loan, as the case may be. A certificate of the U.S. Swing Line Lender submitted to any Revolving A Lender (through the
Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.


 


(iv)            Each
Revolving A Lender’s obligation to make Revolving A Loans or to purchase and fund risk participations in U.S. Swing Line Loans
pursuant to this Section 2.04A(c) shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving A Lender may have against the U.S.
Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default,
or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however,
that each Revolving A Lender’s obligation to make Revolving A Loans pursuant to this Section 2.04A(c) is subject
to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the
obligation of the U.S. Borrowers to repay U.S. Swing Line Loans, together with interest as provided herein.


 


(d)            Repayment
of Participations.


 


(i)            At
any time after any Revolving A Lender has purchased and funded a risk participation in a U.S. Swing Line Loan, if the U.S. Swing Line
Lender receives any payment on account of such U.S. Swing Line Loan, the U.S. Swing Line Lender will distribute to such Revolving A Lender
its Applicable Percentage thereof in the same funds as those received by the U.S. Swing Line Lender.


 


(ii)            If
any payment received by the U.S. Swing Line Lender in respect of principal or interest on any U.S. Swing Line Loan is required to be
returned by the U.S. Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to
any settlement entered into by the U.S. Swing Line Lender in its discretion), each Revolving A Lender shall pay to the U.S. Swing
Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such
demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative
Agent will make such demand upon the request of the U.S. Swing Line Lender. The obligations of the Revolving A Lenders under this
clause shall survive the payment in full of the Obligations and the termination of this Agreement.


 






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(e)            Interest
for Account of U.S. Swing Line Lender. The U.S. Swing Line Lender shall be responsible for invoicing the U.S. Borrowers for interest
on the U.S. Swing Line Loans. Until each Revolving A Lender funds its Revolving A Loans that are Base Rate Loans or Adjusted Daily Term
SOFR Loans, as applicable, or risk participation pursuant to this Section 2.04A to refinance such Revolving A Lender’s
Applicable Percentage of any U.S. Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account
of the U.S. Swing Line Lender.


 


(f)            Payments
Directly to U.S. Swing Line Lender. The U.S. Borrowers shall make all payments of principal and interest in respect of the U.S. Swing
Line Loans directly to the U.S. Swing Line Lender.


 


		2.04B	Canadian
                                            Swing Line Loans.



 


(a)            Canadian
Swing Line Facility. Subject to the terms and conditions set forth herein, the Canadian Swing Line Lender, in reliance upon the
agreements of the other Lenders set forth in this Section 2.04B, may in its sole discretion subject to the terms of any
Canadian Autoborrow Agreement make loans (each such loan, a “Canadian Swing Line Loan”) to the Canadian Borrowers
in Canadian Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any
time outstanding the amount of the Canadian Swing Line Sublimit or the Canadian Swing Line Lender’s Swing Line Commitment,
notwithstanding the fact that such Canadian Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding
Amount of Revolving A Loans and L/C Obligations of the Lender acting as Canadian Swing Line Lender, may exceed the amount of such
Lender’s Revolving A Commitment; provided, however, that (i) after giving effect to any Canadian Swing Line
Loan, (A) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments and (B) the Revolving
A Credit Exposure of any Revolving A Lender shall not exceed such Revolving A Lender’s Revolving A Commitment, (ii) the
Canadian Borrowers shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan
and (iii) the Canadian Swing Line Lender shall not be under any obligation to make any Canadian Swing Line Loan if it shall
determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may
have, Fronting Exposure. For purposes of determining the Outstanding Amount under the Aggregate Revolving A Commitments at any time
there is a Canadian Swing Line Lender, the Outstanding Amount of all Canadian Swing Line Loans shall be deemed to be the Outstanding
Amount of Canadian Swing Line Loans at such time plus the maximum amount available to be borrowed under the Canadian Swing
Line Sublimit. Within the foregoing limits, and subject to the other terms and conditions hereof, the Canadian Borrowers may borrow
under this Section 2.04B, prepay under Section 2.05, and reborrow under this Section 2.04B. Each
Canadian Swing Line Loan shall be a Canadian Prime Rate Loan; provided however, that if a Canadian Autoborrow
Agreement is in effect, the Canadian Swing Line Lender may, at its discretion, provide for an alternate rate of interest on Canadian
Swing Line Loans under the Canadian Autoborrow Agreement (with respect to any Canadian Swing Line Loans for which the Canadian Swing
Line Lender has not requested that the Revolving A Lenders fund Revolving A Loans to refinance, or to purchase and fund risk
participations in, such Canadian Swing Line Loans pursuant to Section 2.04B(c)). Immediately upon the making of a
Canadian Swing Line Loan, each Revolving A Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase
from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such
Revolving A Lender’s Applicable Percentage times the amount of such Canadian Swing Line Loan.


 






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(b)            Borrowing
Procedures.


 


(i)            At
any time a Canadian Autoborrow Agreement is not in effect, each Borrowing of Canadian Swing Line Loans shall be made upon the applicable
Borrower’s irrevocable notice to the Canadian Swing Line Lender and the Administrative Agent, which may be given by (A) telephone
or (B) by a Canadian Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to
the Canadian Swing Line Lender and the Administrative Agent of a Canadian Swing Line Loan Notice. Each such Canadian Swing Line Loan
Notice must be received by the Canadian Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the requested
borrowing date, and shall specify (1) the amount to be borrowed, which shall be a minimum principal amount of CAD$100,000 and integral
multiples of CAD$100,000 in excess thereof and (2) the requested borrowing date, which shall be a Business Day. Promptly after receipt
by the Canadian Swing Line Lender of any Canadian Swing Line Loan Notice, the Canadian Swing Line Lender will confirm with the Administrative
Agent (by telephone or in writing) that the Administrative Agent has also received such Canadian Swing Line Loan Notice and, if not,
the Canadian Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the
Canadian Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of
any Lender) prior to 3:00 p.m. on the date of the proposed Borrowing of Canadian Swing Line Loans (A) directing the Canadian
Swing Line Lender not to make such Canadian Swing Line Loan as a result of the limitations set forth in the first proviso to the first
sentence of Section 2.04B(a), or (B) that one or more of the applicable conditions specified in Article IV is
not then satisfied, then, subject to the terms and conditions hereof, the Canadian Swing Line Lender will, not later than 3:00 p.m. on
the borrowing date specified in such Canadian Swing Line Loan Notice, make the amount of its Canadian Swing Line Loan available to the
applicable Canadian Borrower.


 






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(ii)            In
order to facilitate the borrowing of Canadian Swing Line Loans, the Canadian Borrowers and the Canadian Swing Line Lender may
mutually agree to, and are hereby authorized to, (A) enter into a Canadian Autoborrow Agreement in form and substance
satisfactory to the Administrative Agent and the Canadian Swing Line Lender providing for the automatic advance by the Canadian
Swing Line Lender of Canadian Swing Line Loans under the conditions set forth in such agreement, which shall be in addition to the
conditions set forth herein, which shall be in addition to the conditions set forth herein and/or (B) establish overdraft
services linked to the Borrower’s checking accounts maintained with the Canadian Swing Line Lender (collectively (A) and
(B), the “Canadian Autoborrow Agreement”). At any time a Canadian Autoborrow Agreement is in effect, the
requirements for borrowings of Canadian Swing Line Loans set forth in the immediately preceding paragraph shall not apply, and all
Borrowings of Canadian Swing Line Loans under the Canadian Autoborrow Agreement shall be made in accordance with the Canadian
Autoborrow Agreement. For purposes of any borrowing of Canadian Swing Line Loans pursuant to the Canadian Autoborrow Agreement, all
references to Royal Bank of Canada shall be deemed to be a reference to Royal Bank of Canada, in its capacity as Canadian Swing Line
Lender hereunder.


 


(c)            Refinancing
of Canadian Swing Line Loans.


 


(i)            The
Canadian Swing Line Lender at any time in its sole discretion may request, on behalf of the Canadian Borrowers (which hereby irrevocably
authorizes the Canadian Swing Line Lender to so request on its behalf), that each Revolving A Lender make a Revolving A Loan that is
a Canadian Prime Rate Loan in an amount equal to such Revolving A Lender’s Applicable Percentage of the amount of Canadian Swing
Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes
hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein
for the principal amount of Canadian Prime Rate Loans but subject to the unutilized portion of the Aggregate Revolving A Commitments
and the conditions set forth in Section 4.02. The Canadian Swing Line Lender shall furnish the Canadian Borrowers with a
copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving A Lender shall make
an amount equal to its Applicable Percentage of the amount specified in such Loan Notice available to the Administrative Agent in Same
Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Canadian Swing Line Loan)
for the account of the Canadian Swing Line Lender at the applicable Administrative Agent’s Office not later than 1:00 p.m. on
the day specified in such Loan Notice, whereupon, subject to Section 2.04B(c)(ii), each Revolving A Lender that so makes
funds available shall be deemed to have made a Revolving A Loan that is a Canadian Prime Rate Loan to the Borrowers in such amount. The
Administrative Agent shall remit the funds so received to the Canadian Swing Line Lender.


 






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(ii)            If
for any reason any Canadian Swing Line Loan cannot be refinanced by such a Borrowing of Revolving A Loans in accordance with Section 2.04B(c)(i),
the request for Revolving A Loans that are Canadian Prime Rate Loans submitted by the Canadian Swing Line Lender as set forth
herein shall be deemed to be a request by the Canadian Swing Line Lender that each of the Revolving A Lenders fund its risk
participation in the relevant Canadian Swing Line Loan and each Revolving A Lender’s payment to the Administrative Agent for
the account of the Canadian Swing Line Lender pursuant to Section 2.04B(c)(i) shall be deemed payment in respect of
such participation.


 


(iii)            If
any Revolving A Lender fails to make available to the Administrative Agent for the account of the Canadian Swing Line Lender any amount
required to be paid by such Revolving A Lender pursuant to the foregoing provisions of this Section 2.04B(c) by the
time specified in Section 2.04B(c)(i), the Canadian Swing Line Lender shall be entitled to recover from such Revolving A
Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment
is required to the date on which such payment is immediately available to the Canadian Swing Line Lender at a rate per annum equal to
the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by
the Canadian Swing Line Lender in connection with the foregoing. If such Revolving A Lender pays such amount (with interest and fees
as aforesaid), the amount so paid shall constitute such Revolving A Lender’s Revolving A Loan included in the relevant Borrowing
or funded participation in the relevant Canadian Swing Line Loan, as the case may be. A certificate of the Canadian Swing Line Lender
submitted to any Revolving A Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall
be conclusive absent manifest error.


 


(iv)            Each
Revolving A Lender’s obligation to make Revolving A Loans or to purchase and fund risk participations in Canadian Swing Line Loans
pursuant to this Section 2.04B(c) shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving A Lender may have against the Canadian
Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default,
or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however,
that each Revolving A Lender’s obligation to make Revolving A Loans pursuant to this Section 2.04B(c) is subject
to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the
obligation of the Canadian Borrowers to repay Canadian Swing Line Loans, together with interest as provided herein.


 


(d)            Repayment
of Participations.


 


(i)            At
any time after any Revolving A Lender has purchased and funded a risk participation in a Canadian Swing Line Loan, if the Canadian
Swing Line Lender receives any payment on account of such Canadian Swing Line Loan, the Canadian Swing Line Lender will distribute
to such Revolving A Lender its Applicable Percentage thereof in the same funds as those received by the Canadian Swing Line
Lender.


 






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(ii)            If
any payment received by the Canadian Swing Line Lender in respect of principal or interest on any Canadian Swing Line Loan is required
to be returned by the Canadian Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant
to any settlement entered into by the Canadian Swing Line Lender in its discretion), each Revolving A Lender shall pay to the Canadian
Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such
demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will
make such demand upon the request of the Canadian Swing Line Lender. The obligations of the Revolving A Lenders under this clause shall
survive the payment in full of the Obligations and the termination of this Agreement.


 


(e)            Interest
for Account of Canadian Swing Line Lender. The Canadian Swing Line Lender shall be responsible for invoicing the Canadian Borrowers
for interest on the Canadian Swing Line Loans. Until each Revolving A Lender funds its Revolving A Loans that are Canadian Prime Rate
Loans, or risk participation pursuant to this Section 2.04B to refinance such Revolving A Lender’s Applicable Percentage
of any Canadian Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Canadian Swing
Line Lender.


 


(f)            Payments
Directly to Canadian Swing Line Lender. The Canadian Borrowers shall make all payments of principal and interest in respect of the
Canadian Swing Line Loans directly to the Canadian Swing Line Lender.


 


		2.04C	UK
                                            Swing Line Facility.



 


(a)            UK
Swing Line Facility. Subject to the terms and conditions set forth herein, the UK Swing Line Lender, in reliance upon the
agreements of the other Lenders set forth in this Section 2.04C, may in its sole discretion subject to the terms of any
UK Autoborrow Agreement make loans (each such loan, a “UK Swing Line Loan”) to the UK Borrowers in Sterling from
time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the
amount of the UK Swing Line Sublimit or the UK Swing Line Lender’s Swing Line Commitment, notwithstanding the fact that such
UK Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving A Loans and L/C
Obligations of the Lender acting as UK Swing Line Lender, may exceed the amount of such Lender’s Revolving A Commitment; provided, however,
that (i) after giving effect to any UK Swing Line Loan, (A) the Total Revolving A Outstandings shall not exceed the
Aggregate Revolving A Commitments and (B) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such
Revolving A Lender’s Revolving A Commitment, (ii) the UK Borrowers shall not use the proceeds of any UK Swing Line Loan
to refinance any outstanding UK Swing Line Loan and (iii) the UK Swing Line Lender shall not be under any obligation to make
any UK Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that
it has, or by such Credit Extension may have, Fronting Exposure. For purposes of determining the Outstanding Amount under the
Aggregate Revolving A Commitments at any time there is a UK Swing Line Lender, the Outstanding Amount of all UK Swing Line Loans
shall be deemed to be the Outstanding Amount of UK Swing Line Loans at such time plus the maximum amount available to be
borrowed under the UK Swing Line Sublimit. Within the foregoing limits, and subject to the other terms and conditions hereof, the UK
Borrowers may borrow under this Section 2.04C, prepay under Section 2.05, and reborrow under this Section 2.04C.
Each UK Swing Line Loan shall be an Alternative Currency Daily Rate Loan; provided however, that if a UK Autoborrow Agreement
is in effect, the UK Swing Line Lender may, at its discretion, provide for an alternate rate of interest on UK Swing Line Loans
under the UK Autoborrow Agreement (with respect to any UK Swing Line Loans for which the UK Swing Line Lender has not requested that
the Revolving A Lenders fund Revolving A Loans to refinance, or to purchase and fund risk participations in, such UK Swing Line
Loans pursuant to Section 2.04C(c)). Immediately upon the making of a UK Swing Line Loan, each Revolving A Lender shall
be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the UK Swing Line Lender a risk participation in
such UK Swing Line Loan in an amount equal to the product of such Revolving A Lender’s Applicable Percentage times the
amount of such UK Swing Line Loan.


 






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(b)            Borrowing
Procedures.


 


(i)            At
any time a UK Autoborrow Agreement is not in effect, each Borrowing of UK Swing Line Loans shall be made upon the applicable UK Borrower’s
irrevocable notice to the UK Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by
a UK Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the UK Swing Line Lender
and the Administrative Agent of a UK Swing Line Loan Notice. Each such UK Swing Line Loan Notice must be received by the UK Swing Line
Lender and the Administrative Agent not later than 9:30 a.m. (London) time on the requested borrowing date, and shall specify (1) the
amount to be borrowed, which shall be a minimum principal amount of £100,000 and integral multiples of £100,000 in excess
thereof and (2) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the UK Swing Line Lender
of any UK Swing Line Loan Notice, the UK Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that
the Administrative Agent has also received such UK Swing Line Loan Notice and, if not, the UK Swing Line Lender will notify the Administrative
Agent (by telephone or in writing) of the contents thereof. Subject to the terms and conditions hereof, the UK Swing Line Lender will
on the borrowing date specified in such UK Swing Line Loan Notice, make the amount of its UK Swing Line Loan available to the applicable
UK Borrower.


 






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(ii)            In
order to facilitate the borrowing of UK Swing Line Loans, the UK Borrowers and the UK Swing Line Lender may mutually agree to, and
are hereby authorized to, (1) enter into a UK Autoborrow Agreement in form and substance satisfactory to the Administrative
Agent and the UK Swing Line Lender providing for the automatic advance by the UK Swing Line Lender of UK Swing Line Loans
under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein, which shall be in
addition to the conditions set forth herein and/or (2) establish overdraft services linked to the Borrower’s checking
accounts maintained with the UK Swing Line Lender (collectively (1) and (2), the “UK Autoborrow Agreement”).
At any time a UK Autoborrow Agreement is in effect, the requirements for borrowings of UK Swing Line Loans set forth in the
immediately preceding paragraph shall not apply, and all Borrowings of UK Swing Line Loans under the UK Autoborrow Agreement shall
be made in accordance with the UK Autoborrow Agreement. For purposes of any borrowing of UK Swing Line Loans pursuant to the UK
Autoborrow Agreement, all references to the applicable Lender shall be deemed to be a reference to such Lender in its capacity as UK
Swing Line Lender hereunder.


 


(c)            Refinancing
of UK Swing Line Loans.


 


(i)            The
UK Swing Line Lender at any time in its sole discretion may request, on behalf of the UK Borrowers (which hereby irrevocably authorizes
the UK Swing Line Lender to so request on its behalf), that each Revolving A Lender make a Revolving A Loan denominated in Sterling in
an amount equal to such Revolving A Lender’s Applicable Percentage of the amount of UK Swing Line Loans then outstanding. Such
request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with
the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount
of Alternative Currency Daily Rate Loans, but subject to the unutilized portion of the Aggregate Revolving A Commitments and the conditions
set forth in Section 4.02. The UK Swing Line Lender shall furnish the UK Borrowers with a copy of the applicable Loan Notice
promptly after delivering such notice to the Administrative Agent. Each Revolving A Lender shall make an amount equal to its Applicable
Percentage of the amount specified in such Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative
Agent may apply Cash Collateral available with respect to the applicable UK Swing Line Loan) for the account of the UK Swing Line Lender
at the applicable Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon,
subject to Section 2.04C(c)(ii), each Revolving A Lender that so makes funds available shall be deemed to have made a Revolving
A Loan to the UK Borrowers in such amount. The Administrative Agent shall remit the funds so received to the UK Swing Line Lender.


 


(ii)            If
for any reason any UK Swing Line Loan cannot be refinanced by such a Borrowing of Revolving A Loans in accordance with Section 2.04C(c)(i),
the request for Revolving A Loans submitted by the UK Swing Line Lender as set forth herein shall be deemed to be a request by the
UK Swing Line Lender that each of the Revolving A Lenders fund its risk participation in the relevant UK Swing Line Loan and each
Revolving A Lender’s payment to the Administrative Agent for the account of the UK Swing Line Lender pursuant to Section 2.04C(c)(i) shall
be deemed payment in respect of such participation.


 






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(iii)            If
any Revolving A Lender fails to make available to the Administrative Agent for the account of the UK Swing Line Lender any amount required
to be paid by such Revolving A Lender pursuant to the foregoing provisions of this Section 2.04C(c) by the time specified
in Section 2.04C(c)(i), the UK Swing Line Lender shall be entitled to recover from such Revolving A Lender (acting through
the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the
date on which such payment is immediately available to the UK Swing Line Lender at a rate per annum equal to the applicable Overnight
Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the UK Swing Line Lender
in connection with the foregoing. If such Revolving A Lender pays such amount (with interest and fees as aforesaid), the amount so paid
shall constitute such Revolving A Lender’s Revolving A Loan included in the relevant Borrowing or funded participation in the relevant
UK Swing Line Loan, as the case may be. A certificate of the UK Swing Line Lender submitted to any Revolving A Lender (through the Administrative
Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.


 


(iv)            Each
Revolving A Lender’s obligation to make Revolving A Loans or to purchase and fund risk participations in UK Swing Line Loans pursuant
to this Section 2.04C(c) shall be absolute and unconditional and shall not be affected by any circumstance, including
(A) any setoff, counterclaim, recoupment, defense or other right that such Revolving A Lender may have against the UK Swing Line
Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any
other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving
A Lender’s obligation to make Revolving A Loans pursuant to this Section 2.04C(c) is subject to the conditions
set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the
UK Borrowers to repay UK Swing Line Loans, together with interest as provided herein.


 


(d)            Repayment
of Participations.


 


(i)            At
any time after any Revolving A Lender has purchased and funded a risk participation in a UK Swing Line Loan, if the UK Swing Line Lender
receives any payment on account of such UK Swing Line Loan, the UK Swing Line Lender will distribute to such Revolving A Lender its Applicable
Percentage thereof in the same funds as those received by the UK Swing Line Lender.


 


(ii)            If
any payment received by the UK Swing Line Lender in respect of principal or interest on any UK Swing Line Loan is required to be
returned by the UK Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to
any settlement entered into by the UK Swing Line Lender in its discretion), each Revolving A Lender shall pay to the UK Swing
Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such
demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent
will make such demand upon the request of the UK Swing Line Lender. The obligations of the Revolving A Lenders under this clause
shall survive the payment in full of the Obligations and the termination of this Agreement.


 






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(e)            Interest
for Account of UK Swing Line Lender. The UK Swing Line Lender shall be responsible for invoicing the UK Borrowers for interest on
the UK Swing Line Loans. Until each Revolving A Lender funds its Revolving A Loans, or risk participation pursuant to this Section 2.04C
to refinance such Revolving A Lender’s Applicable Percentage of any UK Swing Line Loan, interest in respect of such Applicable
Percentage shall be solely for the account of the UK Swing Line Lender.


 


(f)            Payments
Directly to UK Swing Line Lender. The UK Borrowers shall make all payments of principal and interest in respect of the UK Swing Line
Loans directly to the UK Swing Line Lender.


 


		2.04D	Dutch
                                            Swing Line Facility.



 


(a)            Dutch
Swing Line Facility. Subject to the terms and conditions set forth herein, the Dutch Swing Line Lender, in reliance upon the
agreements of the other Lenders set forth in this Section 2.04D, may in its sole discretion subject to the terms of the
Dutch Autoborrow Agreement make loans (each such loan, a “Dutch Swing Line Loan”) to the Dutch Borrowers in Euro
from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding
the amount of the Dutch Swing Line Sublimit or the Dutch Swing Line Lender’s Swing Line Commitment, notwithstanding the fact
that such Dutch Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving A Loans and
L/C Obligations of the Lender acting as Dutch Swing Line Lender, may exceed the amount of such Lender’s Revolving A
Commitment; provided, however, that (i) after giving effect to any Dutch Swing Line Loan, (A) the Total
Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments and (B) the Revolving A Credit Exposure of any
Revolving A Lender shall not exceed such Revolving A Lender’s Revolving A Commitment, (ii) the Dutch Borrowers shall not
use the proceeds of any Dutch Swing Line Loan to refinance any outstanding Dutch Swing Line Loan and (iii) the Dutch Swing Line
Lender shall not be under any obligation to make any Dutch Swing Line Loan if it shall determine (which determination shall be
conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. For purposes of
determining the Outstanding Amount under the Aggregate Revolving A Commitments at any time there is a Dutch Swing Line Lender, the
Outstanding Amount of all Dutch Swing Line Loans shall be deemed to be the Outstanding Amount of Dutch Swing Line Loans at such time plus
the maximum amount available to be borrowed under the Dutch Swing Line Sublimit. Within the foregoing limits, and subject to the
other terms and conditions hereof, the Dutch Borrowers may borrow under this Section 2.04D, prepay under Section 2.05,
and reborrow under this Section 2.04D. Each Dutch Swing Line Loan shall be an Alternative Currency Daily Rate
Loan; provided however, that if a Dutch Autoborrow Agreement is in effect, the Dutch Swing Line Lender may, at its
discretion, provide for an alternate rate of interest on Dutch Swing Line Loans under the Dutch Autoborrow Agreement (with respect
to any Dutch Swing Line Loans for which the Dutch Swing Line Lender has not requested that the Revolving A Lenders fund Revolving A
Loans to refinance, or to purchase and fund risk participations in, such Dutch Swing Line Loans pursuant to Section 2.04D(c)).
Immediately upon the making of a Dutch Swing Line Loan, each Revolving A Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Dutch Swing Line Lender a risk participation in such Dutch Swing Line Loan in an amount
equal to the product of such Revolving A Lender’s Applicable Percentage times the amount of such Dutch Swing Line
Loan.


 






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(b)            Borrowing
Procedures.


 


(i)            At
any time a Dutch Autoborrow Agreement is not in effect, each Borrowing of Dutch Swing Line Loans shall be made upon the applicable Dutch
Borrower’s irrevocable notice to the Dutch Swing Line Lender and the Administrative Agent, which may be given by (A) telephone
or (B) by a Dutch Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the
Dutch Swing Line Lender and the Administrative Agent of a Dutch Swing Line Loan Notice. Each such Dutch Swing Line Loan Notice must be
received by the Dutch Swing Line Lender and the Administrative Agent not later than 9:30 a.m. (London) time on the requested borrowing
date, and shall specify (A) the amount to be borrowed, which shall be a minimum principal amount of €100,000 and integral multiples
of €100,000 in excess thereof and (B) the requested borrowing date, which shall be a Business Day. Promptly after receipt by
the Dutch Swing Line Lender of any Dutch Swing Line Loan Notice, the Dutch Swing Line Lender will confirm with the Administrative Agent
(by telephone or in writing) that the Administrative Agent has also received such Dutch Swing Line Loan Notice and, if not, the Dutch
Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Subject to the terms and
conditions hereof, the Dutch Swing Line Lender will, on the borrowing date specified in such Dutch Swing Line Loan Notice, make the amount
of its Dutch Swing Line Loan available to the applicable Dutch Borrower.


 


(ii)            In
order to facilitate the borrowing of Dutch Swing Line Loans, the Dutch Borrowers and the Dutch Swing Line Lender may mutually agree
to, and are hereby authorized to, (A) enter into a Dutch Autoborrow Agreement in form and substance satisfactory to the
Administrative Agent and the Dutch Swing Line Lender providing for the automatic advance by the Dutch Swing Line Lender of Dutch
Swing Line Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein,
which shall be in addition to the conditions set forth herein and/or (B) establish overdraft services linked to the
Borrower’s checking accounts maintained with the Dutch Swing Line Lender (collectively (A) and (B), the “Dutch
Autoborrow Agreement”). At any time a Dutch Autoborrow Agreement is in effect, the requirements for borrowings of Dutch
Swing Line Loans set forth in the immediately preceding paragraph shall not apply, and all Borrowings of Dutch Swing Line
Loans under the Dutch Autoborrow Agreement shall be made in accordance with the Dutch Autoborrow Agreement. For purposes of any
borrowing of Dutch Swing Line Loans pursuant to the Dutch Autoborrow Agreement, all references to the applicable Lender shall be
deemed to be a reference to such Lender in its capacity as Dutch Swing Line Lender hereunder.


 






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(c)            Refinancing
of Dutch Swing Line Loans.


 


(i)            The
Dutch Swing Line Lender at any time in its sole discretion may request, on behalf of the Dutch Borrowers (which hereby irrevocably authorizes
the Dutch Swing Line Lender to so request on its behalf), that each Revolving A Lender make a Revolving A Loan denominated in Euro in
an amount equal to such Revolving A Lender’s Applicable Percentage of the amount of Dutch Swing Line Loans then outstanding. Such
request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with
the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount
of Alternative Currency Term Rate Loans, but subject to the unutilized portion of the Aggregate Revolving A Commitments and the conditions
set forth in Section 4.02. The Dutch Swing Line Lender shall furnish the Dutch Borrowers with a copy of the applicable Loan
Notice promptly after delivering such notice to the Administrative Agent. Each Revolving A Lender shall make an amount equal to its Applicable
Percentage of the amount specified in such Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative
Agent may apply Cash Collateral available with respect to the applicable Dutch Swing Line Loan) for the account of the Dutch Swing Line
Lender at the applicable Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Notice,
whereupon, subject to Section 2.04D(c)(ii), each Revolving A Lender that so makes funds available shall be deemed to have
made a Revolving A Loan to the Dutch Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Dutch
Swing Line Lender.


 


(ii)            If
for any reason any Dutch Swing Line Loan cannot be refinanced by such a Borrowing of Revolving A Loans in accordance with Section 2.04D(c)(i),
the request for Revolving A Loans submitted by the Dutch Swing Line Lender as set forth herein shall be deemed to be a request by the
Dutch Swing Line Lender that each of the Revolving A Lenders fund its risk participation in the relevant Dutch Swing Line Loan and each
Revolving A Lender’s payment to the Administrative Agent for the account of the Dutch Swing Line Lender pursuant to Section 2.04D(c)(i) shall
be deemed payment in respect of such participation.


 


(iii)            If
any Revolving A Lender fails to make available to the Administrative Agent for the account of the Dutch Swing Line Lender any amount
required to be paid by such Revolving A Lender pursuant to the foregoing provisions of this Section 2.04D(c) by the
time specified in Section 2.04D(c)(i), the Dutch Swing Line Lender shall be entitled to recover from such Revolving A
Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date
such payment is required to the date on which such payment is immediately available to the Dutch Swing Line Lender at a rate per
annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees
customarily charged by the Dutch Swing Line Lender in connection with the foregoing. If such Revolving A Lender pays such amount
(with interest and fees as aforesaid), the amount so paid shall constitute such Revolving A Lender’s Revolving A Loan included
in the relevant Borrowing or funded participation in the relevant Dutch Swing Line Loan, as the case may be. A certificate of the
Dutch Swing Line Lender submitted to any Revolving A Lender (through the Administrative Agent) with respect to any amounts owing
under this clause (iii) shall be conclusive absent manifest error.


 






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(iv)            Each
Revolving A Lender’s obligation to make Revolving A Loans or to purchase and fund risk participations in Dutch Swing Line Loans
pursuant to this Section 2.04D(c) shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving A Lender may have against the Dutch
Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default,
or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however,
that each Revolving A Lender’s obligation to make Revolving A Loans pursuant to this Section 2.04D(c) is subject
to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the
obligation of the Dutch Borrowers to repay Dutch Swing Line Loans, together with interest as provided herein.


 


(d)            Repayment
of Participations.


 


(i)            At
any time after any Revolving A Lender has purchased and funded a risk participation in a Dutch Swing Line Loan, if the Dutch Swing Line
Lender receives any payment on account of such Dutch Swing Line Loan, the Dutch Swing Line Lender will distribute to such Revolving A
Lender its Applicable Percentage thereof in the same funds as those received by the Dutch Swing Line Lender.


 


(ii)            If
any payment received by the Dutch Swing Line Lender in respect of principal or interest on any Dutch Swing Line Loan is required to be
returned by the Dutch Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to
any settlement entered into by the Dutch Swing Line Lender in its discretion), each Revolving A Lender shall pay to the Dutch Swing Line
Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to
the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such
demand upon the request of the Dutch Swing Line Lender. The obligations of the Revolving A Lenders under this clause shall survive the
payment in full of the Obligations and the termination of this Agreement.


 






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(e)            Interest
for Account of Dutch Swing Line Lender. The Dutch Swing Line Lender shall be responsible for invoicing the Dutch Borrowers for interest
on the Dutch Swing Line Loans. Until each Revolving A Lender funds its Revolving A Loans, or risk participation pursuant to this Section 2.04D
to refinance such Revolving A Lender’s Applicable Percentage of any Dutch Swing Line Loan, interest in respect of such Applicable
Percentage shall be solely for the account of the Dutch Swing Line Lender.


 


(f)            Payments
Directly to Dutch Swing Line Lender. The Dutch Borrowers shall make all payments of principal and interest in respect of the Dutch
Swing Line Loans directly to the Dutch Swing Line Lender.


 


2.05            Prepayments.


 


(a)            Voluntary
Prepayments.


 


(i)            Loans
(Other than Swing Line Loans). The Borrowers may, upon delivery of a Notice of Loan Prepayment to the Administrative Agent, at
any time or from time to time voluntarily prepay Loans (other than Swing Line Loans) in whole or in part without premium or penalty; provided that
(A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later
than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Adjusted Term SOFR Loans, (2) four
Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment
of Alternative Currency Loans, (3) one Business Day prior to any date of prepayment of Canadian Prime Rate Loans and
(4) on the date of prepayment of Base Rate Loans or Adjusted Daily Term SOFR Loans; (B) any such prepayment of Adjusted
Term SOFR Loans or Alternative Currency Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in
excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any prepayment of Base Rate Loans,
Canadian Prime Rate Loans or Adjusted Daily Term SOFR Loans shall be in a principal amount of $500,000 or a whole multiple of
$100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding) and (D) any prepayment of a Term
Loan shall be applied as directed by the Company (and in the absence of such direction, to the remaining principal amortization
payments in direct order of maturity). Each such notice shall specify the date, currency and amount of such prepayment and the
Type(s) of Loans to be prepaid and, if Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The
Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s
Applicable Percentage of such prepayment. If such notice is given by a Borrower, the Borrowers shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such notice
specifies that it is conditioned upon the occurrence of another transaction, such notice may be revoked by the Company if such
condition is not satisfied. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together
with any additional amounts required in connection therewith pursuant to Section 3.05.
Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their
respective Applicable Percentages.


 






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(ii)            U.S.
Swing Line Loans. At any time the U.S. Autoborrow Agreement is not in effect, the Borrowers may, upon delivery of a Notice of Loan
Prepayment to the U.S. Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay
U.S. Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the
U.S. Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such
prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire
principal thereof then outstanding). Each such notice shall specify whether such payment is of Base Rate Loans or Adjusted Daily Term
SOFR Loans and the date and amount of such prepayment. If such notice is given by a Borrower, the Borrowers shall make such prepayment
and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such
notice specifies that it is conditioned upon the occurrence of another transaction, such notice may be revoked by the Company if such
condition is not satisfied.


 


(iii)            Canadian
Swing Line Loans. At any time the Canadian Autoborrow Agreement is not in effect, the Borrowers may, upon delivery of a Notice of
Loan Prepayment to the Canadian Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily
prepay Canadian Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received
by the Canadian Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any
such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the
entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is
given by a Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable
on the date specified therein; provided that if such notice specifies that it is conditioned upon the occurrence of another transaction,
such notice may be revoked by the Company if such condition is not satisfied.


 


(iv)            UK
Swing Line Loans. At any time the UK Autoborrow Agreement is not in effect, the Borrowers may, upon delivery of a Notice of Loan
Prepayment to the UK Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily
prepay UK Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be
received by the UK Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (London time) on the date of the
prepayment, and (B) any such prepayment shall be in a minimum principal amount of £100,000 or a whole multiple of
 £100,000 in excess thereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the
date and amount of such prepayment. If such notice is given by a Borrower, the Borrowers shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified therein; provided that if such notice
specifies that it is conditioned upon the occurrence of another transaction, such notice may be revoked by the Company if such
condition is not satisfied.


 






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(v)            Dutch
Swing Line Loans. At any time the Dutch Autoborrow Agreement is not in effect, the Borrowers may, upon delivery of a Notice of Loan
Prepayment to the Dutch Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay
Dutch Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by
the Dutch Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (London time) on the date of the prepayment, and
(B) any such prepayment shall be in a minimum principal amount of €100,000 or a whole multiple of €100,000 in excess thereof
(or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment.
If such notice is given by a Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein; provided that if such notice specifies that it is conditioned upon the occurrence
of another transaction, such notice may be revoked by the Company if such condition is not satisfied.


 


(b)            Mandatory
Prepayments.


 


(i)            Revolving
A Commitments, Revolving B Commitments and Revolving C Commitments.


 


(A)            If
the Administrative Agent notifies the Borrowers that the Total Revolving A Outstandings at any time exceed the Aggregate Revolving A
Commitments then in effect, the Borrowers shall promptly (and in any event with in one Business Day after receipt of such notice) prepay
Revolving A Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess;
provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this
Section 2.05(b)(i) unless after the prepayment in full of the Revolving A Loans and Swing Line Loans the Total Revolving
A Outstandings exceed the Aggregate Revolving A Commitments then in effect.


 


(B)            If
the Administrative Agent notifies the Borrowers that the Total Revolving B Outstandings at any time exceed the Aggregate Revolving B
Commitments then in effect, the Borrowers shall promptly (and in any event with in one Business Day after receipt of such notice)prepay
Revolving B Loans in an aggregate amount equal to such excess.


 






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(C)            If
the Administrative Agent notifies the Borrowers that the Total Revolving C Outstandings at any time exceed the Aggregate Revolving
C Commitments then in effect, the Borrowers shall promptly (and in any event with in one Business Day after receipt of such
notice)prepay Revolving C Loans in an aggregate amount equal to such excess.


 


(D)            If
the Administrative Agent notifies the Borrowers at any time that the Outstanding Amount of all Revolving A Loans denominated in Alternative
Currencies (other than Canadian Dollars) at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect,
then, within two Business Days after receipt of such notice, the Borrowers shall prepay Revolving A Loans in an aggregate amount sufficient
to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then
in effect.


 


(ii)            Dispositions
and Recovery Events. Subject to clause (vi) below, if the Consolidated Leverage Ratio as of the end of the most recently
ended fiscal quarter for which financial statements of the Company are available is greater than 3.00 to 1.00 at the time that any
Net Cash Proceeds are received by any Loan Party or any Subsidiary in respect of any Disposition (other than any Permitted Transfers
or any Specified Property Sale) or Recovery Event, the Borrowers shall, within three (3) Business Days after such Net Cash
Proceeds are so received, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereafter provided in an aggregate
amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from such Disposition (other than
Permitted Transfers or any Specified Property Sale) or Recovery Event; provided that, the Company or any Subsidiary may cause
the Net Cash Proceeds from such event (or a portion thereof) to be invested within 365 days after receipt by the Company or any
Subsidiary of such Net Cash Proceeds in the business of the Company and its Subsidiaries (including to consummate any Acquisition
permitted hereunder but excluding investments in current assets), in which case no prepayment shall be required pursuant to this
subsection in respect of the Net Cash Proceeds from such event (or such portion of such Net Cash Proceeds so invested) except to the
extent of any such Net Cash Proceeds that have not been so invested by the end of such 365-day period (or within a period of 180
days thereafter if by the end of such initial 365-day period the Company or one or more Subsidiaries shall have entered into an
agreement or binding commitment to invest such Net Cash Proceeds or portion thereof), at which time a prepayment shall be required
in an amount equal to the Net Cash Proceeds that have not been so invested; provided further, that notwithstanding the
foregoing, (A) no prepayment shall be required to the extent the aggregate amount of such Net Cash Proceeds received by any
Loan Party or any Subsidiary with respect to such event does not exceed $25,000,000 and (B) the Borrowers may use a portion of
such Net Cash Proceeds to prepay, redeem or repurchase any Indebtedness that ranks pari passu in right of payment priority
with the Obligations and is secured by the Collateral on a pari passu basis with the Loans to the extent such Indebtedness and the
Liens securing the same are permitted hereunder and the documentation governing such Indebtedness requires such a prepayment
or repurchase thereof with the proceeds of such Disposition or Recovery Event, in each case in an amount not to exceed the product
of (x) the amount of such Net Cash Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount
of such Indebtedness and the denominator of which is the aggregate outstanding principal amount of the Loans, L/C Obligations and
such Indebtedness.


 






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(iii)            Debt
Issuances. Subject to clause (vi) below, no later than one (1) Business Day after receipt by any Loan Party or any Subsidiary
of the Net Cash Proceeds of any Debt Issuance, the Borrowers shall prepay the Loans and/or Cash Collateralize the L/C Obligations as
hereafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds.


 


(iv)            Application
of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows:


 


(A)            with
respect to all amounts prepaid pursuant to Section 2.05(b)(i)(A), first, ratably to the L/C Borrowings and the Swing
Line Loans (without any reduction in related Commitments), second, to the outstanding Revolving A Loans (without any reduction
in related Commitments), and, third, to Cash Collateralize the remaining L/C Obligations;


 


(B)            with
respect to all amounts prepaid pursuant to Section 2.05(b)(i)(B), to the outstanding Revolving B Loans (without any reduction
in related Commitments);


 


(C)            with
respect to all amounts prepaid pursuant to Section 2.05(b)(i)(C), to the outstanding Revolving C Loans (without any reduction
in related Commitments);


 


(D)            with
respect to all amounts prepaid pursuant to Section 2.05(b)(i)(D), to the outstanding Revolving A Loans (without any reduction
in related Commitments); and


 


(E)            with
respect to all amounts prepaid pursuant to Sections 2.05(b)(ii) and (iii), first to the Term Loans (ratably to the
remaining principal amortization payments), second, ratably to the L/C Borrowings and the Swing Line Loans (without any reduction
in related Commitments), third, ratably to the outstanding Revolving Loans (without any reduction in related Commitments), and,
fourth, to Cash Collateralize the remaining L/C Obligations.


 


Within the parameters of the
applications set forth above, prepayments shall be applied first to Base Rate Loans, Canadian Prime Rate Loans and Alternative
Currency Daily Rate Loans, then to Adjusted Daily Term SOFR Loans and Adjusted Term SOFR Loans and lastly to Alternative Currency
Term Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be
subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal
amount prepaid through the date of prepayment.


 






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(v)            Limitation
of Prepayment Obligations. Notwithstanding any other provisions of this Section 2.05(b), (i) to the extent that
any or all of the Net Cash Proceeds of any Asset Sale by an International Subsidiary (other than a Canadian Subsidiary) (each such Asset
Sale an “International Asset Sale”) or the Net Cash Proceeds of any Recovery Event incurred by an International Subsidiary
(other than a Canadian Subsidiary) (each such Recovery Event an “International Recovery Event”) are prohibited or
delayed by applicable local Law (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties
of the relevant directors) from being repatriated to the Borrowers to repay the Obligations pursuant to Section 2.05(b)(ii),
the portion of such Net Cash Proceeds so affected will not be required to be applied to repay the Obligations at the time provided in
Section 2.05(b)(ii), but may be retained by the applicable International Subsidiary so long, but only so long, as the applicable
local Law will not permit repatriation to the Borrowers (the Borrowers hereby agreeing to use, and cause their Subsidiaries to use, commercially
reasonable efforts to overcome or eliminate any such restrictions on repatriation and/or minimize any such costs of prepayment and/or
use the other cash and Cash Equivalents of the Company and its Subsidiaries that are not affected by such restrictions to make the relevant
prepayment), and if and when the repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local Law,
such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than
two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof and additional
costs relating to such repatriation) to the repayment of the Obligations pursuant to this Section 2.05 or (ii) to the
extent that the Company has reasonably determined in good faith that repatriation to the Borrowers to repay the Obligations pursuant
to Section 2.05(b)(ii) of any of or all the Net Cash Proceeds of any International Asset Sale or Net Cash Proceeds of
any International Recovery Event attributable to International Subsidiaries (other than Canadian Subsidiaries) would have material adverse
tax consequences with respect to such Net Cash Proceeds, such Net Cash Proceeds so affected will not be required to be applied to repay
such Obligations at the time provided in Section 2.05(b)(ii), but may be retained by the applicable International Subsidiary
so long, but only so long, as the applicable adverse tax consequences with respect to such Net Cash Proceeds remain (the Borrowers hereby
agreeing to use commercially reasonable efforts to overcome or eliminate any adverse tax consequences and/or use the other cash and Cash
Equivalents of the Company and its Subsidiaries that are not affected by such adverse tax consequences to make the relevant prepayment),
and if and when the repatriation of any of such affected Net Cash Proceeds would no longer have materially adverse tax consequences,
such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than
two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof and additional
costs relating to such repatriation) to the repayment of the Obligations pursuant to this Section 2.05.


 






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(vi)            Notwithstanding
anything to the contrary herein or in any other Loan Document, to the extent the Senior Secured Bridge Facility has been incurred on
the Sixth Amendment Closing Date and remains outstanding, any amounts required to be paid pursuant to this Section 2.05(b),
may, in each case, be applied to first prepay the Senior Secured Bridge Facility until the Senior Secured Bridge Facility has been paid
in full.


 


2.06            Termination
or Reduction of Commitments.


 


(a)            Optional
Reductions. The Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving A Commitments, the Aggregate
Revolving B Commitments, the Aggregate Revolving C Commitments, the Delayed-Draw Term Loan Commitments or New Term A Loan Commitments,
or from time to time permanently reduce the Aggregate Revolving A Commitments, the Aggregate Revolving B Commitments, the Aggregate Revolving
C Commitments, the Delayed-Draw Term Loan Commitments or New Term A Loan Commitments; provided that (i) any such notice shall
be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction,
(ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof,
(iii) the Company shall not terminate or reduce the Aggregate Revolving A Commitments if, after giving effect thereto and to any
concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (iv) the
Company shall not terminate or reduce the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments
hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (v) the Company shall not terminate
or reduce the Aggregate Revolving C Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total
Revolving C Outstandings would exceed the Aggregate Revolving C Commitments, and (vi) if, after giving effect to any reduction of
the Aggregate Revolving A Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit exceeds
the amount of the Aggregate Revolving A Commitments, such sublimit shall be automatically reduced by the amount of such excess. The Administrative
Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving A Commitments, the Aggregate
Revolving B Commitments, the Aggregate Revolving C Commitments, the Delayed-Draw Term Loan Commitments or New Term A Loan Commitments.
Any reduction of the Aggregate Revolving A Commitments, the Aggregate Revolving B Commitments, the Aggregate Revolving C Commitments,
the Delayed-Draw Term Loan Commitments or New Term A Loan Commitments, as applicable, shall be applied to the Revolving A Commitment
of each Revolving A Lender, the Revolving B Commitment of each Revolving B Lender, the Revolving C Commitment of each Revolving C Lender,
the Delayed-Draw Term Loan Commitments or New Term A Loan Commitments, as applicable, in each case according to its Applicable Percentage.
All fees accrued until the effective date of any termination of the Aggregate Revolving A Commitments, the Aggregate Revolving B Commitments,
the Aggregate Revolving C Commitments or the Delayed-Draw Term Loan Commitments shall be paid on the effective date of such termination.
Notwithstanding anything herein to the contrary, if such reduction or termination notice specifies that it is conditioned upon the occurrence
of another transaction, such notice may be revoked by the Company if such condition is not satisfied.


 






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(b)            Mandatory
Reductions.


 


(i)            All
Delayed-Draw Term Loan Commitments shall automatically terminate at the end of the Availability Period applicable thereto. In addition,
the Delayed-Draw Term Loan Commitments will be permanently reduced by the amount of each Borrowing of a Delayed-Draw Term Loan upon such
Borrowing.


 


(ii)            All
New Term A Loan Commitments shall automatically terminate on the earlier of (x) the end of the Availability Period applicable thereto
and (y) the funding of the New Term A Loans on the Sixth Amendment Closing Date.


 


2.07            Repayment
of Loans.


 


(a)            Revolving
A Loans. The Borrowers shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Revolving A Loans outstanding
on such date.


 


(b)            Revolving
B Loans. The Borrowers shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Revolving B Loans outstanding
on such date.


 


(c)            Revolving
C Loans. The Borrowers shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Revolving C Loans outstanding
on such date.


 


(d)            Swing
Line Loans. At any time an Autoborrow Agreement is in effect with respect to such Swing Line Loans, the Swing Line Loans shall be
repaid in accordance with the terms of such Autoborrow Agreement. At any time no Autoborrow Agreement is in effect with respect to such
Swing Line Loans, the Borrowers shall repay each Swing Line Loan on the earlier to occur of (i) the date fifteen (15) Business Days
after such Swing Line Loan is made and (ii) the Maturity Date.


 


(e)            Delayed-Draw
Term Loans. Each Borrower of Delayed-Draw Term Loans shall repay the outstanding principal amount of its Delayed-Draw Term Loans
in the currency in which it was originally funded, in installments payable on the last day of each calendar quarter (i.e. March 31,
June 30, September 30 and December 31), commencing on the first full calendar quarter to occur after the earlier of (i) the
date that the Delayed-Draw Term Loan Commitments have been reduced to zero and (ii) the expiration day of the Availability Period
for the Delayed-Draw Term Loan Commitments (the “DDTL Termination Date”), with each such installment being equal to
1.25% of the principal amount of the applicable Delayed-Draw Term Loan outstanding on the DDTL Termination Date, in each case, as such
installments may be adjusted as a result of prepayments made pursuant to Section 2.05, unless accelerated sooner pursuant
to Section 8.02; provided, that, to the extent not previously paid, the aggregate unpaid principal balance of the
Delayed-Draw Term Loans shall be due and payable on the Maturity Date.


 






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(f)            New
Term A Loans. Each Borrower of New Term A Loans shall repay the outstanding principal amount of its New Term A Loans in the currency
in which it was originally funded, in installments payable on the last day of each calendar quarter (i.e. March 31, June 30,
September 30 and December 31), commencing on the first full calendar quarter to occur after the Sixth Amendment Closing Date,
with each such installment being equal to 1.25% of the principal amount of the New Term A Loan outstanding, as such installments may
be adjusted as a result of prepayments made pursuant to Section 2.05, unless accelerated sooner pursuant to Section 8.02;
provided, that, to the extent not previously paid, the aggregate unpaid principal balance of the New Term A Loans shall be due and payable
on the Maturity Date.


 


2.08            Interest.


 


(a)            Subject
to the provisions of subsection (b) below, (i) each Adjusted Term SOFR Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to the sum of Adjusted Term SOFR for such Interest
Period plus the Applicable Rate applicable to such Loan; (ii) each Adjusted Daily Term SOFR Loan shall bear interest on
the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of Adjusted Daily
Term SOFR plus the Applicable Rate applicable to such Loan, (iii) each Base Rate Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of the Base Rate plus
the Applicable Rate applicable to such Loan; (iv) each Canadian Prime Rate Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum equal to the Canadian Prime Rate plus the
Applicable Rate; (v) each Alternative Currency Daily Rate Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the sum of the Alternative Currency Daily Rate plus the
Applicable Rate applicable to such Loan; (vi) each Alternative Currency Term Rate Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to the sum of the Alternative Currency Term Rate for
such Interest Period plus the Applicable Rate applicable to such Loan; (vii) each U.S. Swing Line Loan shall bear
interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of the
Base Rate plus the Applicable Rate applicable to such Loan (or with respect to any U.S. Swing Line Loan advanced pursuant to
a U.S. Autoborrow Agreement, such other rate as separately agreed in writing between the U.S. Borrowers and the U.S. Swing Line
Lender); (viii) each Canadian Swing Line Loan shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the sum of the Canadian Prime Rate plus the Applicable Rate applicable
to such Loan (or with respect to any Canadian Swing Line Loan advanced pursuant to a Canadian Autoborrow Agreement, such other rate
as separately agreed in writing between the Canadian Borrowers and the Canadian Swing Line Lender); (ix) each UK Swing Line
Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to
the sum of the Alternative Currency Daily Rate plus the Applicable Rate applicable to such Loan (or with respect to any UK
Swing Line Loan advanced pursuant to a UK Autoborrow Agreement, such other rate as separately agreed in writing between the UK
Borrowers and the UK Swing Line Lender); and (x) each Dutch Swing Line Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of the Alternative Currency Daily
Rate plus the Applicable Rate applicable to such Loan (or with respect to any Dutch Swing Line Loan advanced pursuant to a
Dutch Autoborrow Agreement, such other rate as separately agreed in writing between the Dutch Borrowers and the Dutch Swing Line
Lender).


 






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(b)     (i)     If
any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity,
by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal
to the Default Rate to the fullest extent permitted by applicable Laws.


 


(ii)            If
any amount (other than principal of any Loan) payable by a Borrower under any Loan Document is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such
amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest
extent permitted by applicable Laws.


 


(iii)            Accrued
and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.


 


(c)            Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified
herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.


 


(d)            For
the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a
year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such
rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number
of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed
reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein
are intended to be nominal rates and not effective rates or yields. Each Loan Party hereby irrevocably agrees not to plead or assert,
whether by way of defense or otherwise, in any proceeding relating to this Agreement and the other Loan Documents, that the interest
payable under this Agreement and the calculation thereof has not been adequately disclosed to it, whether pursuant to section 4 of the
Interest Act (Canada) or any other applicable law or legal principle.


 






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2.09            Fees.


 


In addition to certain fees
described in subsections (h) and (i) of Section 2.03:


 


(a)            Commitment
Fees and Undrawn Fee.


 


(i)            The
Company shall pay to the Administrative Agent, for the account of the Revolving A Lenders in accordance with their respective Applicable
Percentages, a commitment fee in Dollars equal to the product of (A) the Applicable Rate times (B) the actual daily
amount by which the Aggregate Revolving A Commitments exceed the sum of (y) the Outstanding Amount of Revolving A Loans and (z) the
Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the
Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving A Commitments for
purposes of determining this commitment fee. This commitment fee shall accrue at all times during the Availability Period, including
at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in
arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after
the Closing Date, and on the last day of the Availability Period. This commitment fee shall be calculated quarterly in arrears, and if
there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable
Rate separately for each period during such quarter that such Applicable Rate was in effect. When determining the Outstanding Amount
of Letters of Credit for Letters of Credit issued by Lenders other than Bank of America for purposes of calculating the commitment fee,
the Administrative Agent shall make such determinations using the information provided in Section 2.03(m)(iv) and any
related Letter of Credit activity that posts subsequent to the date of such information but prior to the end of the calendar quarter
shall reflected in adjustments to the commitment fee for the next billing cycle.


 


(ii)            The
Company shall pay to the Administrative Agent, for the account of the Revolving B Lenders in accordance with their respective Applicable
Percentage, a commitment fee in Dollars equal to the product of (A) the Applicable Rate times (B) the actual daily amount
by which the Aggregate Revolving B Commitments exceed the Outstanding Amount of Revolving B Loans, subject to adjustment as provided
in Section 2.15. This commitment fee shall accrue at all times during the Availability Period, including at any time during
which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and
on the last day of the Availability Period. This commitment fee shall be calculated quarterly in arrears, and if there is any change
in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately
for each period during such quarter that such Applicable Rate was in effect.


 


(iii)            The
Company shall pay to the Administrative Agent, for the account of the Revolving C Lenders in accordance with their respective
Applicable Percentage, a commitment fee in Dollars equal to the product of (A) the Applicable Rate times (B) the
actual daily amount by which the Aggregate Revolving C Commitments exceed the Outstanding Amount of Revolving C Loans, subject to adjustment
as provided in Section 2.15. This commitment fee shall accrue at all times during the Availability Period, including at
any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in
arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur
after the Closing Date, and on the last day of the Availability Period. This commitment fee shall be calculated quarterly in
arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.


 






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(iv)            The
Company shall pay to the Administrative Agent, for the account of each Term Lender with a Delayed-Draw Term Loan Commitment in accordance
with its Applicable Percentage, a commitment fee in Dollars equal to the product of (A) the Applicable Rate times (B) the
actual daily amount of its Delayed-Draw Term Loan Commitment, subject to adjustment as provided in Section 2.15. This commitment
fee shall accrue at all times prior to the termination of the Delayed-Draw Term Loan Commitments, including at any time during which
one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business
Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date. This commitment
fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily
amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate
was in effect.


 


(v)            The
Company shall pay to the Administrative Agent, for the account of each New Term A Loan Lender with a New Term A Commitment, an undrawn
fee in Dollars equal to the product of (A) 0.35% and (B) the actual daily unused amount of its New Term A Loan Commitment.
The undrawn fee shall accrue commencing on the date that is forty-five (45) days after the Sixth Amendment Effective Date and shall be
payable upon the termination of the New Term A Loan Commitments pursuant to the provisions in this Agreement.


 


(b)            Other
Fees.


 


(i)            The
Company shall pay to BofA Securities and the Administrative Agent for their own respective accounts, in Dollars, fees in the amounts
and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.


 


(ii)            The
Company shall pay to the Lenders, in Dollars, such fees as shall have been separately agreed upon in writing in the amounts and at the
times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.


 






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2.10            Computation
of Interest and Fees; Retroactive Adjustments of Applicable Rate.


 


(a)            Subject
to Section 2.08(d), all computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to
Adjusted Term SOFR), Canadian Prime Rate Loans and for Alternative Currency Loans shall be made on the basis of a year of 365 or 366
days, as the case may be, and actual days elapsed, or, in the case of interest in respect of Alternative Currency Loans as to which market
practice differs from the foregoing, in accordance with such market practice. All other computations of fees and interest shall be made
on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed
on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies as to which market
practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which
the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided
that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for
one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all
purposes, absent manifest error.


 


(b)            If,
as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company
or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Company as of any applicable date was inaccurate
and (ii) a proper calculation of the Consolidated 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 or the
L/C Issuer, as the case may be, 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 a Borrower under the Bankruptcy Code of the United States, automatically and without further action
by the Administrative Agent, any Lender or the L/C Issuer), 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 L/C Issuer, as the case may be, under this Agreement. The Borrowers’ obligations
under this paragraph shall survive for one year following the termination of the Commitments and the repayment of all other Obligations
hereunder.


 


2.11            Evidence
of Debt.


 


(a)            The
Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the
Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each
Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the
interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the
obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between
the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such
matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of
any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the
Administrative Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or records.
Each such promissory note shall be in the form of Exhibit 2.11(a) (a “Note”). Each Lender may
attach schedules to its Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and
payments with respect thereto.


 






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(b)            In
addition to the accounts and records referred to in subsection (a) above, each Lender and the Administrative Agent shall
maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations
in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative
Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall
control in the absence of manifest error.


 


2.12            Payments
Generally; Administrative Agent’s Clawback.


 


(a)            General.
All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense,
recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated
in an Alternative Currency, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds
not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers
hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative
Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office
in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates
specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under
this Agreement be made in the United States. If, for any reason, a Borrower is prohibited by any Law from making any required payment
hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency
payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share
as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received
by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified
by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding
Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by a Borrower shall come due on a
day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected
in computing interest or fees, as the case may be.


 






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(b)     (i)     Funding
by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to
the proposed date of any Borrowing of Adjusted Term SOFR Loans or Alternative Currency Loans (or, in the case of any Borrowing of Base
Rate Loans or Adjusted Daily Term SOFR Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available
to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made
such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Adjusted Daily Term
SOFR Loans or Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02)
and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender
has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and such
Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest
thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment
to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative,
processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case
of a payment to be made by such Borrower, the interest rate applicable to Adjusted Daily Term SOFR Loans, or in the case of Alternative
Currencies, in accordance with such market practice, in each case, as applicable. If a Borrower and such Lender shall pay such interest
to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the
amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative
Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by a Borrower shall
be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative
Agent.


 


(ii)            Payments
by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower
prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder
that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may
be, the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer
hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any
of the following applies (such payment referred to as the “Rescindable Amount”): (1) a Borrower has not in
fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by a Borrower (whether
or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the
Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the
Rescindable Amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day
from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at
the Overnight Rate.


 






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


 


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


 


(d)            Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing
Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to
make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder
shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).


 


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


 


2.13            Sharing
of Payments by Lenders.


 


If any Lender shall, by exercising
any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made
by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s receiving payment
of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share
thereof as provided herein, 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 subparticipations in L/C Obligations and Swing Line
Loans 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:


 


(a)            if
any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such
participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest;
and


 






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(b)            the
provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of a Borrower pursuant to
and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting
Lender), (B) the application of Cash Collateral provided for in Section 2.14, or (C) any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations
or Swing Line Loans to any assignee or participant, other than an assignment to any Loan Party or any Subsidiary (as to which the provisions
of this Section shall apply).


 


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 such Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.


 


2.14            Cash
Collateral.


 


(a)            Certain
Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and
such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason
remains outstanding, (iii) the Company shall be required to provide Cash Collateral pursuant to Section 8.02(c) or
(iv) there shall exist a Defaulting Lender, the Company shall immediately (in the case of clause (iii) above) or within one
Business Day (in all other cases) following any request by the Administrative Agent or the L/C Issuer provide Cash Collateral in an amount
not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above,
after giving effect to Section 2.15(b) and any Cash Collateral provided by the Defaulting Lender). Additionally, if
the Administrative Agent notifies the Company at any time that the Outstanding Amount of all L/C Obligations at such time exceeds 103%
of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company shall provide
Cash Collateral for the Outstanding Amount of the L/C Obligations in an amount not less than the amount by which the Outstanding Amount
of all L/C Obligations exceeds the Letter of Credit Sublimit.


 


(b)            Grant
of Security Interest. The Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants
to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the
Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and
all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the
obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c). If at any time the Administrative
Agent determines and notifies the Company in writing that Cash Collateral is subject to any Lien in favor of any Person other than
the Administrative Agent, the L/C Issuer or the Lenders as herein provided (other than Liens permitted under Section 7.01(a) or
Section 7.01(m)), or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Company
will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral
in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject
to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Company shall pay on
demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection
with the maintenance and disbursement of Cash Collateral.


 






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(c)            Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14
or Sections 2.03, 2.05, 2.15 or 8.02 in respect of Letters of Credit shall be held and applied to the
satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by
a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior
to any other application of such property as may otherwise be provided for herein.


 


(d)            Release.
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released
promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by
the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi)))
or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided,
however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall
be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents,
and (y) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead
held to support future anticipated Fronting Exposure or other obligations.


 


2.15            Defaulting
Lenders.


 


(a)            Adjustments.
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time
as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:


 


(i)            Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this
Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01.


 






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(ii)            Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or
received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or
times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such
Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by
such Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s
Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as the Company
may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund
its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the
Administrative Agent and the Company, to be held in a deposit account and released pro rata in order to (x) satisfy such
Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash
Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters
of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts
owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained
by any Lender, the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to
the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting
Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such
Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a
payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its
appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set
forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C
Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C
Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations
and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(b).
Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by
a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and
redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 


(iii)            Certain
Fees.


 


(A)            No
Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that
Lender is a Defaulting Lender (and the Company shall not be required to pay any such fee that otherwise would have been required to have
been paid to that Defaulting Lender).


 


(B)            Each
Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender
only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash
Collateral pursuant to Section 2.14.


 






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(C)            With
respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Company shall
(x) pay to each Revolving A Lender that is a Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting
Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting
Lender pursuant to clause (b) below, (y) pay to the L/C Issuer the amount of any such fee otherwise payable to such Defaulting
Lender to the extent allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to
pay the remaining amount of any such fee.


 


(b)            Reallocation
of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations
and Swing Line Loans shall be reallocated among the Revolving A Lenders that are Non-Defaulting Lenders in accordance with their respective
Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation
does not cause the aggregate Revolving A Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving
A Commitment. Subject to Section 11.20, no reallocation hereunder shall constitute a waiver or release of any claim of any
party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting
Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 


(c)            Cash
Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (b) above cannot, or can only partially,
be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first,
prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize
the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.14.


 


(d)            Defaulting
Lender Cure. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender
is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date
specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash
Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or
take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded
participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their
Applicable Percentages (without giving effect to Section 2.15(b)), whereupon such Lender will cease to be a Defaulting
Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf
of the Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise
expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release
of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 






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		2.16	Term B Loans; Incremental
Facility Loans.



 


(a)            Term
B Loans. Subject to the terms and conditions set forth herein, the Company shall have the right,


 


(i)            to
add a term loan tranche hereunder in the form of a Term B Loan Facility (the Loans incurred thereunder, the “Term B Loans”);
provided that, the Term B Loans shall:


 


(A)            not
be available for funding prior to, and such funding will be available only subject to the concurrent occurrence of, the Sixth Amendment
Closing Date (unless such Term B Loans have been funded into escrow to fund the IAA Acquisition Transactions and remain in escrow pursuant
to arrangements reasonably satisfactory to the Company, the Lead Arrangers and the Administrative Agent),


 


(B)            rank
pari passu in right of payment and lien security priority with the other Term Loans hereunder,


 


(C)            be
incurred by the Term B Borrower and shall be secured by the same Collateral and guaranteed by the same Guarantors as the other Term Loans
hereunder,


 


(D)            have
a maturity date that is no earlier than the date that is 91 days after the Maturity Date,


 


(E)            amortize
no more than the amortization amount of the New Term A Loans per annum,


 


(F)            share
ratably with respect to any mandatory prepayments of the New Term A Loans (other than mandatory prepayments resulting from a refinancing
of any Indebtedness which may be applied exclusively to the Indebtedness being refinanced); provided that, to the extent the Term B Loans
are subject to additional mandatory prepayments, including mandatory prepayments with the proceeds of “excess cash flow”,
the New Term A Loans shall share on a pro rata basis with respect to any such additional mandatory prepayments of the Term B Loans, and


 


(G)            to
the extent not covered above, otherwise be on terms reasonably satisfactory to the Company, the Lead Arrangers and the lenders
providing such Term B Loans; provided that, to the extent such Term B Loans are on terms more favorable to the lenders providing
such Term B Loans (other than interest rate, interest rate margins, fees, discount, prepayment premium, amortization and maturity
date) than the terms otherwise applicable to the New Term A Loans and, if applicable, the Revolving A Loans, Revolving B Loans and
Revolving C Loans, such favorable terms shall be added and apply to the New Term A Loans and, if applicable, to the Revolving A
Loans, Revolving B Loans and Revolving C Loans;


 






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(b)            Incremental
Facility Loans. Subject to the terms and conditions set forth herein, the Company shall have the right, from time to time after the
Fifth Amendment Effective Date, and upon at least five Business Days’ prior written notice to the Administrative Agent (an “Incremental
Request”), to request to add one or more additional tranches of term loans (“Incremental Term Loans”; and
any credit facility for providing for any Incremental Term Loans being referred to as an “Incremental Term Facility”)
and/or increase the Aggregate Revolving A Commitments, the Aggregate Revolving B Commitments or the Aggregate Revolving C Commitments
(the “Incremental Revolving Commitments”; and revolving loans made thereunder the “Incremental Revolving
Loans”; the Incremental Revolving Loans, together with the Incremental Term Loans are referred to herein as the “Incremental
Facility Loans”) subject, however, in any such case, to satisfaction of the following conditions precedent:


 


(i)            the
aggregate amount of all Incremental Revolving Commitments and Incremental Term Loans effected pursuant to this Section 2.16(b) shall
not exceed the Incremental Amount;


 


(ii)            on
the date on which any Incremental Facility Amendment is to become effective, both immediately prior to and immediately after giving effect
to the incurrence of such Incremental Facility Loans and any related transactions, no Default shall have occurred and be continuing;


 


(iii)            on
the date on which any Incremental Facility Amendment is to become effective, after giving effect to the incurrence of such Incremental
Facility Loans to be made on such date and any related transactions, on a Pro Forma Basis, the Loan Parties shall be in compliance with
the financial covenants set forth in Section 7.11;


 


(iv)            the
representations and warranties set forth in Article V shall be true and correct in all material respects (or if such representation
and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) on and as of the date on which such
Incremental Facility Amendment is to become effective, except to the extent that such representations and warranties specifically refer
to an earlier date, in which case they shall be true and correct in all material respects (or if such representation and warranty is
qualified by materiality or Material Adverse Effect, it shall be true and correct) as of such earlier date;


 


(v)            such
Incremental Facility Loans shall be in a minimum amount of $25,000,000 and in integral multiples of $5,000,000 in excess thereof (or
such lesser amounts as agreed by the Administrative Agent);


 






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(vi)            any
Incremental Revolving Commitments shall be made on the same terms and provisions (other than upfront fees) as apply to the existing Revolving
A Commitments, Revolving B Commitments or Revolving C Commitments, as applicable, including with respect to maturity date, interest rate
and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing revolving credit facility
set forth in Section 2.01(a), 2.01(b) or 2.01(c), as applicable;


 


(vii)            any
Incremental Term Loans shall: (A) rank pari passu in right of payment priority with the other Term Loans hereunder, (B) share
ratably with the other Loans in rights in the Collateral (if applicable) and the Guaranty, (C) have a maturity date that is no earlier
than the Maturity Date, (D) have a Weighted Average Life to Maturity that is no shorter than the Weighted Average Life to Maturity
of the Delayed-Draw Term Loans and New Term A Loans (it being understood that, subject to the foregoing, the amortization schedule applicable
to such Incremental Term Loans shall be determined by the Company and the Lenders of such Incremental Term Loans) and (E) otherwise
be on terms reasonably satisfactory to the Administrative Agent, provided that, such terms and documentation relating to such
Incremental Term Loans shall be on terms not materially more onerous, taken as a whole, to the Company and its Subsidiaries than the
existing Term Loans (except to the extent permitted above or below with respect to the maturity date, amortization and interest rate
and other than terms which are applicable only after the Maturity Date);


 


(viii)            in
the case of any Incremental Term Loans that are “term loan A” Incremental Term Loans, such Incremental Term Loans shall not
have an All-In Yield that is greater than the All-In Yield payable pursuant to the terms of this Agreement (as amended through the date
of such calculation) with respect to the Delayed-Draw Term Loans and New Term A Loans plus 50 basis points per annum, unless the
interest rate with respect to the Delayed-Draw Term Loans and New Term A Loans shall be increased (pursuant to the applicable Incremental
Facility Amendment) so as to cause the then applicable All-In Yield under this Agreement on the Delayed-Draw Term Loans and New Term
A Loans to equal the All-In Yield then applicable to such Incremental Term Loans minus 50 basis points per annum;


 


(ix)            in
the case of any Incremental Facility Loans, the Administrative Agent shall have received additional commitments in a corresponding amount
of such requested Incremental Facility Loans from either existing Lenders and/or one or more other institutions that qualify as Eligible
Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment); and


 


(x)            the
Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including
resolutions of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary
authority for such Incremental Facility Loans and the validity of such Incremental Facility Loans, and any other matters relevant
thereto, all in form and substance reasonably satisfactory to the Administrative Agent.


 






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(c)            Each
Incremental Term Facility, any Incremental Revolving Commitments or any Term B Loan Facility shall be evidenced by an amendment (an “Incremental
Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.16 (and
subject to the limitations set forth in the immediately preceding paragraphs), executed by the Loan Parties, the Administrative Agent
and each Lender providing a portion of the Incremental Term Facility, Incremental Revolving Commitments and/or Term B Loan Facility,
as applicable; which such amendment, when so executed, shall amend this Agreement as provided therein. Each Incremental Facility Amendment
shall also require such amendments to the Loan Documents, and such other new Loan Documents, as the Administrative Agent reasonably deems
necessary or appropriate to effect the modifications and credit extensions permitted by this Section 2.16. Neither any Incremental
Facility Amendment, nor any such amendments to the other Loan Documents or such other new Loan Documents, shall be required to be executed
or approved by any Lender, other than the Lenders providing such Incremental Term Loans, Incremental Revolving Commitments, and/or
Term Loan B Loans as applicable, and the Administrative Agent, in order to be effective. The effectiveness of any Incremental Facility
Amendment relating to any Incremental Term Facility or any Incremental Revolving Commitments shall be subject to the satisfaction on
the date thereof of each of the conditions set forth above and as such other conditions as requested by the Lenders under the Incremental
Facility established in connection therewith. The conditions under any Incremental Facility Amendment relating to the borrowing of any
Term B Facility to fund the IAA Acquisition shall be subject only to the satisfaction or waiver on Sixth Amendment Closing Date of the
conditions set forth in Section 4 of the Sixth Amendment (or to the extent the Term B Loans have been funded into escrow to fund
the IAA Acquisition Transactions prior to the Sixth Amendment Closing Date, the release of such funds from escrow shall be subject solely
to the satisfaction or waiver of the conditions set forth in Section 4 of the Sixth Amendment).


 


		2.17	Designated Borrowers.



 


(a)            As
of the Sixth Amendment Effective Date, Ritchie Bros. Holdings Ltd., a Canadian corporation, Ritchie Bros. Properties Ltd., a Canadian
corporation, Ritchie Bros. Auctioneers (Canada) Ltd., a Canadian corporation, Rouse Services Canada Ltd., a Canadian corporation, Ritchie
Bros. Auctioneers (America) Inc., a Washington corporation, Ritchie Bros. Holdings Inc., a Washington corporation, Ritchie Bros. Properties
Inc., a Washington corporation, Ritchie Bros. Holdings B.V., a Netherlands company, Ritchie Bros. B.V., a Netherlands company, Ritchie
Bros. Properties B.V., a Netherlands company, Ritchie Bros. Shared Services B.V., a Netherlands company, Ritchie Bros. Auctioneers Pty.
Ltd., an Australian corporation, Ritchie Bros. Properties Pty. Ltd., an Australian corporation, Ritchie Bros. UK Limited, an English
limited company, Ritchie Bros. UK Holdings Limited, an English limited company, Ritchie Bros. Properties Japan K.K., a Japanese corporation
and Ritchie Bros. Auctioneers (Japan) Kabushiki Kaisha, a Japanese corporation, shall be “Designated Borrowers” hereunder
and may request Loans for its account on the terms and conditions set forth in this Agreement.


 






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(b)            The
Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter
period as may be agreed by the Administrative Agent in its sole discretion), designate any Wholly-Owned Subsidiary (an “Applicant
Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly
deliver counterparts thereof to each Lender) a duly executed notice in substantially the form of Exhibit 2.17(a) (a
 “Designated Borrower Request”). If the Administrative Agent and each Lender that would be obligated to make Loans
to such Applicant Borrower agree in writing that such Applicant Borrower shall be entitled to receive Loans hereunder (it being understood
that a Lender shall be deemed to have acted reasonably in withholding its consent if (i) it is unlawful for such Lender to make
Loans under this Agreement to the proposed “Designated Borrower,” (ii) such Lender cannot or has not determined that
it is lawful to do so, (iii) the making of a Loan to the proposed “Designated Borrower” would reasonably be expected
to subject such Lender to material adverse tax consequences, (iv) such Lender is required or has determined that it is prudent to
register or file in the jurisdiction of formation or organization of the proposed Designated Borrower and it does not wish to do so or
(v) such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit
under this Agreement to Persons in the jurisdiction in which such Subsidiary is located), then the Administrative Agent, the Company
and such Applicant Borrower shall execute and deliver to the Administrative Agent (for transmission to the Lenders) an agreement in substantially
the form of Exhibit 2.17(b) (a “Designated Borrower Joinder Agreement”). Each Designated Borrower
Joinder Agreement shall specify (i) any additional terms and conditions applicable to Loans to such Applicant Borrower as agreed
to by the Administrative Agent, the Company and such Applicant Borrower and (ii) the effective date upon which the Applicant Borrower
shall constitute a Designated Borrower for purposes hereof. Each Lender hereby agrees to permit each Designated Borrower listed in each
Designated Borrower Joinder Agreement to receive Loans hereunder, on the terms and conditions set forth herein, and each party hereto
agrees that each such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Loan
Notice may be submitted by or on behalf of such Designated Borrower until such effective date. The parties hereto acknowledge and agree
that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent
and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel, “know your customer”
information and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, in connection
with such Designated Borrower Joinder Agreement as are required and reasonably requested by the Administrative Agent or the Lenders in
their reasonable discretion, and Notes signed by such new Designated Borrowers to the extent any Lenders so require.


 


(c)            Each
Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.17 hereby
irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents,
including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and
certificates contemplated herein and all modifications hereto, and (iii) if elected by such Borrower in writing to the
Administrative Agent, the receipt of the proceeds of any Loans made by the Lenders to any such Designated Borrower hereunder. Any
acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken
by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or
not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other
communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each
Designated Borrower.


 






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(d)            The
Company may from time to time, upon not less than seven (7) Business Days’ notice from the Company to the Administrative Agent
(or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s
status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by
such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will
promptly notify the Lenders of any such termination of a Designated Borrower’s status.


 


		2.18	[Reserved].



 


		2.19	Designated Lender.



 


Each Lender at its option
may make any Credit Extension to any Borrower by causing any domestic or foreign branch or Affiliate of such Lender (each a “Designated
Lender”) to make such Credit Extension (and in the case of an Affiliate, the provisions of Sections 3.01 through 3.05
and 11.04 shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option
shall not affect the obligation of the relevant Borrower to repay such Credit Extension in accordance with the terms of this Agreement;
provided, however, if any Lender or any Designated Lender determines that any Law has made it unlawful, or that any Governmental
Authority has asserted that it is unlawful, for any Lender or its applicable Designated Lender to perform its obligations hereunder or
to issue, make, maintain, fund or charge interest with respect to any Credit Extension to any Borrower then, on notice thereof by such
Lender to the Company through the Administrative Agent, and until such notice by such Lender is revoked, any obligation of such Lender
to issue, make, maintain, fund or charge interest with respect to any such Credit Extension shall be suspended. Upon receipt of such
notice, the Loan Parties shall, take all reasonable actions requested by such Lender to mitigate or avoid such illegality.


 


Article III


 


TAXES, YIELD PROTECTION AND ILLEGALITY


 


		3.01	Taxes.



 


(a)            Payments
Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.


 


(i)            Save
in respect of any payments made in connection with any Loan to a UK Borrower (a “UK Payment”) (to which subsection
(b) shall apply in place of this subsection (a)), any and all payments by or on account of any obligation of any
Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable
Laws. If any applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require 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, upon the basis of the information and documentation to be delivered pursuant to subsection
(h) below.


 






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(ii)            Without
limiting any Withholding Agent’s rights under Section 3.01(a)(i), if any Withholding Agent shall be required by the
Internal Revenue Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes,
from any payment hereunder, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative
Agent to be required based upon the information and documentation it has received pursuant to subsection (h) below, (B) the
Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with
the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the
sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all
required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient
receives an amount equal to the sum it would have received had no such withholding or deduction been made.


 


(iii)            If
any Withholding Agent shall be required by any applicable Laws other than the Internal Revenue Code to withhold or deduct any Taxes from
any payment, then (A) such Withholding Agent, as required by such Laws, shall withhold or make such deductions as are determined
by it to be required based upon the information and documentation it has received pursuant to subsection (h) below, (B) such
Withholding Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental
Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified
Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making
of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable
Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.


 


(b)            Payments
free from UK Taxes.


 


(i)            Each
UK Payment made by a Loan Party under any Loan Document shall be made without a Tax Deduction, except as required by applicable Laws.


 


(ii)            If
a Tax Deduction is required by Law to be made from any UK Payment, the amount of the applicable UK Payment due shall, unless subsection (iii) below
applies, be increased to an amount so that, after the Tax Deduction is made, the payee receives an amount equal to the amount it
would have received had no Tax Deduction been required.


 






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(iii)            No
Loan Party is required to make an increased payment to a Lender under subsection (ii) above for a Tax Deduction in respect
of Tax imposed by the United Kingdom if, on the date that the payment falls due:


 


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


 


(B)            the
relevant Lender is a UK Non-Bank Lender and:


 


(1)            an
officer of HM Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931
of the ITA which relates to the payment and that such Lender has received from the UK Borrower making the payment or from the Company
a copy of that Direction; and


 


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


 


(C)            the
relevant Lender is a UK Non-Bank Lender and:


 


(1)            the
relevant Lender has not given a Tax Confirmation to the Borrower; and


 


(2)            the
payment could have been made to such Lender without any Tax Deduction if such Lender had given a Tax Confirmation to the UK Borrower,
on the basis that the Tax Confirmation would have enabled the UK Borrower to have formed a reasonable belief that the payment was an
 “excepted payment” for the purpose of section 930 of the ITA; or


 


(D)            such
Lender is a Treaty Lender and the UK Borrower is able to demonstrate that the payment could have been made to that Lender without a Tax
Deduction had that Lender complied with its obligations under subsection (d)(iv) below.


 


(iv)            The
relevant Loan Party which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with
that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law.


 






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(v)            Within
30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the relevant Loan Party making
that Tax Deduction or other payment shall deliver to the Administrative Agent for the Lender entitled to the interest to which such Tax
Deduction or payment relates, evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority.


 


(c)            Lender
UK Tax Status.


 


(i)            Each
Lender in respect of a Loan to a UK Borrower confirms, for the benefit of the Administrative Agent and without any liability to the Lenders,
that:


 


(A)            in
the case of a Lender party to this Agreement at the Closing Date, that as at the Closing Date, it has the tax status set out opposite
its name in Schedule 2.01; or


 


(B)            in
the case of any other Lender, that as at the relevant date on which its participation in the relevant Loan becomes effective, it is:


 


(1)            a
UK Bank Lender;


 


(2)            a
UK Non-Bank Lender;


 


(3)            a
UK Treaty Lender; or


 


(4)            it
is not a UK Qualifying Lender,


 


as the same shall be expressly indicated
in the relevant Assignment and Assumption that is executes.


 


(ii)            Each
Lender expressed to be a “UK Non-Bank Lender” in Schedule 2.01 or in the Assignment and Assumption pursuant to which
it becomes a Lender confirms, for the benefit of the Administrative Agent and without any liability to the Lenders, that on the Closing
Date, or on the relevant effective date specified in each Assignment and Assumption that it is a UK Non-Bank Lender on that date.


 


(d)            UK
Treaty Lenders.


 


(i)            A
UK Treaty Lender which becomes a party to this Agreement on the Closing Date that holds a passport under the HMRC DT Treaty Passport
scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Administrative
Agent and without liability to any Loan Party) by including its scheme reference number and its jurisdiction of tax residence opposite
its name in Schedule 2.01.


 


(ii)            A
new Lender that is a UK Treaty Lender and holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to
apply to this Agreement, shall include an indication to that effect (for the benefit of the Administrative Agent and without
liability to any Loan Party) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and
Assumption which it executes.


 






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(iii)            If
a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with subsections (i) or
(ii) above, then no Loan Party shall make any filing under or in relation to the HMRC DT Treaty Passport Scheme in respect
of that Lender’s Commitment(s) or its participation in any Loan unless that Lender otherwise agrees.


 


(iv)            Each
UK Treaty Lender and each Loan Party that makes a UK Payment to which that UK Treaty Lender is entitled shall cooperate in completing
any procedural formalities as may be necessary for the relevant Loan Party to obtain authorization to make that payment without a Tax
Deduction (except for where a Lender includes the indication described in subsection (i) or (ii) above, in which
case such Lender shall be under no further obligations pursuant to this subsection (d)(iv)) save where any form DTTP-2 filed by
a Loan Party under the HMRC DT Treaty Passport Scheme is rejected by HMRC or where any passport held by such Lender is withdrawn or ceases
to be valid or the HMRC DT Treaty Passport Scheme is withdrawn.


 


(e)            Payment
of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) or (b) above, the Loan
Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Laws, or at the option of the Administrative
Agent timely reimburse it for the payment of, any Other Taxes.


 


(f)            Tax
Indemnifications. (i) Each of the Loan Parties shall, and does hereby indemnify each Recipient, and shall make payment in respect
thereof within ten 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 3.01) 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 Governmental Authority. A certificate as to the amount
of such payment or liability delivered to the Company by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by
the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. Each
of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect
thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly
to the Administrative Agent as required pursuant to Section 3.01(f)(ii) below.


 






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(ii)            Each
Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days
after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer
(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 the Loan Parties to do so), (y) the Administrative Agent and the Loan Parties, as
applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating
to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any
Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or
a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or
not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate 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 and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to
such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the
Administrative Agent under this clause (ii).


 


(g)            Evidence
of Payments. Upon request by the Company, the Administrative Agent or the applicable Lender, as the case may be, after any payment
of Taxes by any Loan Party, the Administrative Agent or such Lender, as the case may be, to a Governmental Authority as provided in this
Section 3.01, such Person shall deliver to the requesting Person the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of
such payment reasonably satisfactory to the applicable Person.


 


(h)            Status
of Lenders; Tax Documentation.


 


(i)            Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
(other than an exemption from, or reduction of, UK withholding Tax in respect of which the obligations set out in this paragraph
shall not apply) shall deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the Company
or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Law or the taxing
authorities of a jurisdiction pursuant to such applicable Law or reasonably requested by the Company 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 Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or
reasonably requested by the Company or the Administrative Agent as will enable the Company 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 either (1) set forth in Section 3.01(h)(ii)(A), 3.01(h)(ii)(B) and 3.01(h)(ii)(D) below
or (2) required by applicable Law other than the Internal Revenue Code or the taxing authorities of the jurisdiction pursuant
to such applicable Law to comply with the requirements for exemption or reduction of withholding tax in that jurisdiction) 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 a Borrower is a U.S. Person,


 


(A)            any
Lender that is a U.S. Person shall deliver to the Company 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 Company or the Administrative Agent),
executed copies 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 Company 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 Company or the Administrative Agent), whichever of the following
is applicable:


 


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


 


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


 


(3)            in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the
Internal Revenue Code, (x) a certificate substantially in the form of Exhibit 3.01-A to the effect that such
Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a
 “10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue
Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a
 “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN, as
applicable); or


 






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(4)            to
the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.01-B
or Exhibit 3.01-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 3.01-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 Company 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 Company or the Administrative Agent), executed copies of any other
form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,
together with such supplementary documentation as may be prescribed by applicable Law to permit an applicable Withholding 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 Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times
prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed
by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation
reasonably requested by the Company or the Administrative Agent as may be necessary for an applicable Withholding Agent to comply with
its 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 Closing Date.


 






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(iii)            Each
Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Company and the Administrative
Agent in writing of its legal inability to do so.


 


(i)            Treatment
of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for
or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund
of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If any Recipient
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
by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall
pay to the Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid (including,
for the avoidance of doubt, any Tax Payment), by a Loan Party under this Section 3.01 with respect to the Taxes giving rise
to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party, upon the request
of the Recipient, agrees to repay the amount paid over to the Loan Party pursuant to this Section 3.01(i) (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required
to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the
applicable Recipient be required to pay any amount to the Loan Party pursuant to this subsection the payment of which would place the
Recipient in a less favorable net after-Tax position than such Recipient 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 subsection shall not be construed to require any Recipient to make available its Tax
returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.


 


(j)            Survival.
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the repayment,
satisfaction or discharge of all other Obligations.


 


(k)            For
the avoidance of doubt, the term “Lender” shall, for purposes of this Section 3.01, include any L/C Issuer and
the term “applicable Laws” shall, for the purposes of this Section 3.01, include FATCA.


 






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		3.02	Illegality.



 


If any Lender determines
that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its
Lending Office to perform any of its obligations hereunder or make, maintain or fund or charge interest with respect to any Credit
Extensions based on a Relevant Rate or to determine or charge interest rates based upon a Relevant Rate, or to determine or charge
interest rates based upon a Relevant Rate, or any Governmental Authority has imposed material restrictions on the authority of such
Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable interbank market, then, on
notice thereof by such Lender to the Company through the Administrative Agent, (i) any obligation of such Lender to issue,
make, maintain, fund or charge interest with respect to any such Credit Extension or continue Adjusted Daily Term SOFR Loans,
Adjusted Term SOFR Loans or Alternative Currency Loans or to convert Base Rate Loans or Canadian Prime Rate Loans, as applicable, to
Adjusted Daily Term SOFR Loans, Adjusted Term SOFR Loans or Alternative Currency Term Rate Loans, as applicable, in the affected
currency or currencies or, in the case of Adjusted Daily Term SOFR Loans, Adjusted Term SOFR Loans or Alternative Currency Term Rate
Loans denominated in Canadian Dollars, to convert Base Rate Loans or Canadian Prime Rate Loans, as applicable, to Adjusted Daily
Term SOFR Loans, Adjusted Term SOFR Loans or Alternative Currency Term Rate Loans denominated in Canadian Dollars, as applicable,
shall be suspended, (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the
interest rate on which is determined by reference to the Adjusted Term SOFR component of the Base Rate, the interest rate on which
Base Rate Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without
reference to the Adjusted Term SOFR component of the Base Rate, and (iii) if such notice asserts the illegality of such Lender
making or maintaining Canadian Prime Rate Loans the interest rate on which is determined by reference to the CDOR Rate component of
the Canadian Prime Rate, the interest rate on which Canadian Prime Rate Loans of such Lender, shall, if necessary to avoid such
illegality, be determined by the Administrative Agent without reference to the CDOR Rate component of the Canadian Prime Rate, in
each case until such Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, (x) the applicable Borrowers shall, upon demand from such Lender
(with a copy to the Administrative Agent), prepay such Loans or, (A) in the case of Adjusted Daily Term SOFR Loans or Adjusted
Term SOFR Loans, convert all Adjusted Daily Term SOFR Loans or Adjusted Term SOFR Loans of such Lender to Base Rate Loans (the
interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the
Administrative Agent without reference to the Adjusted Term SOFR component of the Base Rate) or (B) in the case of Alternative
Currency Term Rate Loans denominated in Canadian Dollars, convert all Alternative Currency Term Rate Loans of such Lender to
Canadian Prime Rate Loans (the interest rate on which Canadian Prime Rate Loans of such Lender shall, if necessary to avoid such
illegality, be determined by the Administrative Agent without reference to the CDOR Rate component of the Canadian Prime Rate),
either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such Loans, (y) if such notice asserts the illegality of such
Lender determining or charging interest rates based upon Adjusted Term SOFR, the Administrative Agent shall during the period of
such suspension compute the Base Rate applicable to such Lender without reference to the Adjusted Term SOFR component thereof until
the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge
interest rates based upon Adjusted Term SOFR, and (z) if such notice asserts the illegality of such Lender determining or
charging interest rates based upon the CDOR Rate, the Administrative Agent shall during the period of such suspension compute the
Canadian Prime Rate applicable to such Lender without reference to the CDOR Rate component thereof until the Administrative Agent is
advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the
CDOR Rate. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or
converted.


 






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		3.03	Inability to Determine Rates.



 


(a)            If
in connection with any request for an Adjusted Daily Term SOFR Loan, Adjusted Term SOFR Loan or an Alternative Currency Loan or a
conversion to or continuation thereof, (i) the Administrative Agent determines that (A) deposits (whether in Dollars or an
Alternative Currency) (or, in the case of Australian Dollars, bills of exchange accepted by leading banks in the Australian
interbank market) are not being offered to banks in the applicable interbank market for such currency for the applicable amount and
Interest Period of such Loan, (B) no Successor Rate for the Relevant Rate for the applicable currency has been determined in
accordance with Section 3.03(b) or Section 3.03(c), as applicable, and the circumstances under clause
(i) of Section 3.03(b) or the Relevant Rate Scheduled Unavailability Date has occurred with respect to such
Relevant Rate (as applicable) or (C) adequate and reasonable means do not exist for determining the Relevant Rate for the
applicable currency for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed
Adjusted Daily Term SOFR Loan, Adjusted Term SOFR Loan or an Alternative Currency Loan or in connection with an existing or proposed
Base Rate Loan or Canadian Prime Rate Loan, as applicable, or (ii) the Administrative Agent or the Required Lenders determine
that for any reason that the Relevant Rate with respect to a proposed Loan denominated in an currency for any requested Interest
Period or determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the
Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make
or maintain Loans in the affected currency or currencies shall be suspended (to the extent of the affected Loans or Interest Periods
or determination date(s), as applicable), (y) in the event of a determination described in the preceding sentence with respect
to the Adjusted Term SOFR component of the Base Rate, the utilization of the Adjusted Term SOFR component in determining the Base
Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by Required Lenders
described in clause (ii) of this Section 3.03(a)) revokes such notice, and (z) in the event of a determination
described in the preceding sentence with respect to the CDOR Rate component of the Canadian Prime Rate, the utilization of the CDOR
Rate component in determining the Canadian Prime Rate shall be suspended, in each case until the Administrative Agent (upon the
instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (1) a Borrower may revoke any pending
request for a Borrowing or continuation of, or conversion to Adjusted Daily Term SOFR Loans or Adjusted Term SOFR Loans, or
Borrowing of, or a continuation of Alternative Currency Loans to the extent of the affected Alternative Currency Loans or Interest
Period or determination date(s), as applicable or, failing that, will be deemed to have converted such request into a request for a
Borrowing of Base Rate Loans in the Dollar Equivalent of the amount specified therein and (2) (A) any outstanding Adjusted
Daily Term SOFR Loans or Adjusted Term SOFR Loans shall be deemed to have been converted to Base Rate Loans immediately at the end
of their applicable Interest Period and (B) any outstanding affected Alternative Currency Loans, at the Borrower’s
election, shall either (I) be converted into a Borrowing of Base Rate Loans in the Dollar Equivalent of the amount of such
outstanding Alternative Currency Loan immediately, in the case of an Alternative Currency Daily Rate Loan or at the end of the
applicable Interest Period, in the case of an Alternative Currency Term Rate Loan, or (II) be prepaid in full immediately, in
the case of an Alternative Currency Daily Rate Loan or at the end of the applicable Interest Period, in the case of an Alternative
Currency Term Rate Loan; provided that if no election is made by a Borrower (x) in the case of an Alternative Currency
Daily Rate Loan, by the date that is three (3) Business Days after receipt by the Company of such notice or (y) in the
case of an Alternative Currency Term Rate Loan, by the last day of the current Interest Period for the applicable Alternative
Currency Term Rate Loan, the applicable Borrower shall be deemed to have elected clause (I) above.


 






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(b)            Alternative
Currencies. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines
(which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with,
in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, that:


 


(i)            adequate
and reasonable means do not exist for ascertaining the Relevant Rate for an Alternative Currency because none of the tenors of such Relevant
Rate (including any forward-looking term rate thereof) is available or published on a current basis and such circumstances are unlikely
to be temporary; or


 


(ii)            the
Applicable Authority has made a public statement identifying a specific date after which all tenors of the Relevant Rate for an Alternative
Currency (including any forward-looking term rate thereof) shall or will no longer be representative or made available, or used for determining
the interest rate of loans denominated in such Alternative Currency, or shall or will otherwise cease, provided that, in each
case, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue
to provide such representative tenor(s) of the Relevant Rate for such Alternative Currency (the latest date on which all tenors
of the Relevant Rate for such Alternative Currency (including any forward-looking term rate thereof) are no longer representative or
available permanently or indefinitely, the “Relevant Rate Scheduled Unavailability Date”); or


 


(iii)          syndicated
loans currently being executed and agented in the United States, are being executed or amended (as applicable) to incorporate or adopt
a new benchmark interest rate to replace the Relevant Rate for an Alternative Currency;


 


or if the events or circumstances
of the type described in Section 3.03(b)(i), (ii) or (iii) have occurred with respect to the
Successor Rate then in effect, then, the Administrative Agent and the Company may amend this Agreement solely for the purpose of
replacing the Relevant Rate for an Alternative Currency or any then current Non-SOFR Successor Rate for an Alternative Currency in
accordance with this Section 3.03 with an alternative benchmark rate giving due consideration to any evolving or then
existing convention for similar credit facilities syndicated and agented in the United States and denominated in such Alternative
Currency for such alternative benchmarks, and, in each case, including any mathematical or other adjustments to such benchmark
giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the
United States and denominated in such Alternative Currency for such benchmarks (and any such proposed rate, including for the
avoidance of doubt, any adjustment thereto, a “Non-SOFR Successor Rate”), and any such amendment shall become
effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to
all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative
Agent written notice that such Required Lenders object to such amendment.


 






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(c)            Dollars.
Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which
determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with, in
the case of the Required Lenders, a copy to the Borrower) that the Company or Required Lenders (as applicable) have determined, that:


 


(i)            adequate
and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR, including, without
limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to
be temporary; or


 


(ii)            CME
or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent
or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement
identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate
shall or will no longer be made available, or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated
loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator that is satisfactory
to the Administrative Agent, that will continue to provide such interest periods of Term SOFR after such specific date (the latest date
on which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently
or indefinitely, the “SOFR Scheduled Unavailability Date”);


 


then,
on a date and time determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”),
which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest
calculated and, solely with respect to clause (ii) above, no later than the SOFR Scheduled Unavailability Date, Term SOFR will
be replaced hereunder and under any Loan Document with Daily Simple SOFR plus 0.10% for any payment period for interest
calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent
of any other party to, this Agreement or any other Loan Document (the “SOFR Successor
Rate,” and collectively with the Non-SOFR Successor Rate, each a “Successor Rate”).


 






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If the SOFR Successor Rate
is Daily Simple SOFR plus 0.10%, all interest payments will be payable on a monthly basis.


 


Notwithstanding anything
to the contrary herein, (i) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term
SOFR Replacement Date, or (ii) if the events or circumstances of the type described in Section 3.03(c)(i) or (ii) have
occurred with respect to the SOFR Successor Rate then in effect, then in each case, the Administrative Agent and the Company may amend
this Agreement solely for the purpose of replacing Term SOFR or any then current SOFR Successor Rate in accordance with this Section 3.03
at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with
an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated
credit facilities syndicated and agented in the United States for such alternative benchmark, and, in each case, including any mathematical
or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated
credit facilities syndicated and agented in the United States for such benchmark. For the avoidance of doubt, any such proposed rate
and adjustments, shall constitute a “SOFR Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on
the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless,
prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required
Lenders object to such amendment.


 


The Administrative Agent
will promptly (in one or more notices) notify the Company and each Lender of the implementation of any Successor Rate.


 


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


 


Notwithstanding anything
else herein, if at any time any Successor Rate as so determined would otherwise be less than 0%, the Successor Rate will be deemed to
be 0% for the purposes of this Agreement and the other Loan Documents.


 


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


 






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For purposes of this Section 3.03,
those Lenders that either have not made, or do not have an obligation under this Agreement to make, the relevant Loans in the relevant
Alternative Currency shall be excluded from any determination of Required Lenders.


 


		3.04	Increased Costs; Reserves.



 


(a)            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 or the L/C Issuer;


 


(ii)            subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) 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 or the L/C Issuer or the applicable interbank market any other condition, cost or expense affecting this Agreement or Adjusted
Daily Term SOFR Loans, Adjusted Term SOFR Loans or Alternative Currency 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 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 or the L/C Issuer 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such
Lender or the L/C Issuer, the applicable Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount
or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.


 


(b)            Capital
Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any
Lending Office of such Lender or such Lender’s or the L/C Issuer’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 L/C Issuer’s
capital or on the capital of such Lender’s or the L/C Issuer’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 Line Loans held by,
such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such
Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration
such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding
company with respect to capital adequacy), then from time to time the applicable Borrowers will pay to such Lender or the L/C
Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such
Lender’s or the L/C Issuer’s holding company for any such reduction suffered.


 






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(c)            Certificates
for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth in reasonable detail the amount or amounts necessary
to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or
(b) of this Section and delivered to the Company shall be conclusive absent manifest error. The Borrowers shall pay
such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten days after receipt thereof.


 


(d)            [Reserved].


 


(e)            Delay
in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions
of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation,
provided that the Borrowers shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions
of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender
or the L/C Issuer, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs or reductions and
of such Lender’s or the L/C Issuer’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 six-month period referred to above shall be extended to include the period
of retroactive effect thereof).


 


		3.05	Compensation for Losses.



 


Upon demand of any Lender
(with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly after receipt of a written request by any Lender
affected by any such event (which request shall set forth in reasonable detail the basis for requesting such amount) compensate such
Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:


 


(a)            any
continuation, conversion, payment or prepayment of any Loan (other than an Adjusted Daily Term SOFR Loan, Base Rate Loan or Canadian
Prime Rate Loan) on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason
of acceleration, or otherwise);


 


(b)            any
failure by a Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any
Loan (other than an Adjusted Daily Term SOFR Loan, a Base Rate Loan or Canadian Prime Rate Loan) on the date or in the amount notified
by such Borrower;


 


(c)            any
failure by a Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative
Currency on its scheduled due date or any payment thereof in a different currency; or


 






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(d)            any
assignment of a Term Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Company
pursuant to Section 11.13;


 


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 or from fees
payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract (but excluding
any loss of anticipated profits). The Borrowers shall also pay any customary administrative fees charged by such Lender in connection
with the foregoing.


 


For purposes of calculating
amounts payable by the Borrowers to the Lenders under this Section 3.05, (i) each Lender shall be deemed to have funded
each Adjusted Term SOFR Loan made by it at Adjusted Term SOFR for such Loan by a matching deposit or other borrowing in the interbank
market for such currency for a comparable amount and for a comparable period, whether or not such Adjusted Term SOFR Loan was in fact
so funded and (ii) each Lender shall be deemed to have funded each Alternative Currency Term Rate Loan made by it at the Alternative
Currency Term Rate for such Loan by a matching deposit or other borrowing in the interbank market for such currency for a comparable
amount and for a comparable period, whether or not such Alternative Currency Term Rate Loan was in fact so funded.


 


		3.06	Mitigation Obligations;
Replacement of Lenders.



 


(a)            Designation
of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires a Borrower to pay
any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender
or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at
the request of the Company such Lender or the L/C Issuer, as applicable, shall use reasonable efforts to designate a different Lending
Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches
or affiliates, if, in the judgment of such Lender or the L/C Issuer, as applicable, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need
for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the
L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the
L/C Issuer, as the case may be. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender or the L/C
Issuer in connection with any such designation or assignment.


 


(b)            Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if a Borrower is required to pay any Indemnified
Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01
and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a),
the Company may replace such Lender in accordance with Section 11.13.


 






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		3.07	Survival.



 


All of the Loan Parties’
obligations under this Article III shall survive termination of the Commitments, repayment of all other Obligations hereunder,
and resignation of the Administrative Agent.


 


Article IV


 


CONDITIONS
PRECEDENT TO CREDIT EXTENSIONS


 


		4.01	Conditions of Initial Credit
Extension.



 


This Agreement shall become
effective upon, and the obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to, the
satisfaction of the following conditions precedent:


 


(a)            Receipt
by the Administrative Agent of the following, each in form and substance reasonably satisfactory to the Administrative Agent and each
Lender:


 


(i)            Loan
Documents. Executed counterparts of this Agreement and the other Loan Documents required to be executed and delivered on the Closing
Date, each properly executed by a Responsible Officer of the signing Loan Party and, in the case of this Agreement, by each Lender.


 


(ii)            Opinions
of Counsel. Favorable opinions of legal counsel to the Loan Parties (or, if customary in a Loan Party’s jurisdiction of incorporation
or organization, of legal counsel to the Administrative Agent), addressed to the Administrative Agent and each Lender, dated as of the
Closing Date.


 


(iii)            Organization
Documents, Resolutions, Etc.


 


(A)            copies
of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental
Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or
assistant secretary or (where customary) a director of such Loan Party to be true and correct as of the Closing Date;


 


(B)            such
certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party
as the Administrative Agent may require evidencing the identity, authority and capacity of each such Responsible Officer thereof authorized
to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;


 


(C)            with
respect to each Loan Party incorporated or organized in the Netherlands or England and Wales, resolutions signed by all holders of the
issued shares of such Loan Party, authorizing and approving such Loan Party’s execution, delivery and performance of this Agreement
and the other Loan Documents to which it is party, if applicable;


 






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(D)            with
respect to each Loan Party incorporated or organized in the Netherlands, if applicable, a copy of: (i) resolutions of the supervisory
board of such Loan Party approving the terms of, and the transactions contemplated by, this Agreement and the other Loan Documents to
which it is a party; (ii) a request for advice from the works council of such Loan Party in respect of the Loan Documents to which
it is a party; and (iii) an unconditional positive works council advice of the works council of such Loan Party; and


 


(E)            to
the extent applicable under applicable Law, such documents and certifications as the Administrative Agent may reasonably require to evidence
that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its
jurisdiction of organization or formation (including, without limitation, in the case of any Loan Party incorporated or organized in
the Netherlands, an up-to-date extract of the registration of such Loan Party in the trade register of the Dutch Chamber of Commerce).


 


(iv)            Closing
Certificate. A certificate signed by a Responsible Officer of the Company certifying that the conditions specified in Sections
4.02(a) and 4.02(b) have been satisfied.


 


(b)            IronPlanet
Acquisition. Receipt by the Administrative Agent of a fully-executed copy of the IronPlanet Acquisition Agreement, certified as complete
and correct by a Responsible Officer of the Company. The IronPlanet Acquisition Agreement shall not have been amended, modified or waived
nor shall any consent thereunder have been given subsequent to the execution thereof which is materially adverse to the Company, the
Lenders or the Administrative Agent without the prior written consent of the Administrative Agent (it is hereby understood and agreed
that (i) a reduction in the purchase price in connection with the IronPlanet Acquisition of less than 10% shall not be deemed to
be materially adverse to the interests of the Lenders and (ii) an increase in the purchase price in connection with the IronPlanet
Acquisition shall not be deemed to be materially adverse to the interests of the Lenders if such increase is not funded with Indebtedness
for borrowed money; provided that no purchase price or similar adjustment provisions set forth in the IronPlanet Acquisition Agreement
shall constitute a reduction or increase in the purchase price). For purposes of this subsection (b), “IronPlanet Acquisition”
and “IronPlanet Acquisition Agreement” shall have the meanings set forth in this Agreement as in effect immediately prior
to the Fourth Amendment Effective Date.


 


(c)            Repayment
of Existing Indebtedness. All of the existing Indebtedness for borrowed money of the Company and its Subsidiaries (other than Indebtedness
permitted to exist pursuant to Section 7.02) shall be repaid in full and all security interests related thereto (if any)
shall be terminated on or prior to the Closing Date.


 


(d)            Specified
Commitment Line Contact. The Lenders shall have confirmed that the Japanese Borrowers fall under either one of the companies
listed in Article 2, Paragraph 1 of the Act on Specified Commitment Line Contract of Japan (Act No. 4 of 1999) at the time
of the execution of this Agreement.


 






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(e)            Fees.
Receipt by the Administrative Agent, the Lead Arrangers and the Lenders of all fees required to be paid to them by the Loan Parties in
connection with this Agreement on or before the Closing Date.


 


(f)            Attorney
Costs. The Company shall have paid reasonable and documented all fees, charges and disbursements of counsel to the Administrative
Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least one Business Day prior to the
Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such
fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate
shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent) to the extent such estimate
is invoiced at least one Business Day prior to the Closing Date.


 


Without limiting the generality
of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified
in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted
or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory
to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying
its objection thereto.


 


		4.02	Conditions to all Credit
Extensions.



 


The obligation of each Lender
and the L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other
Type, or a continuation of Term Rate Loans, and other than (x) any Borrowing of a Delayed-Draw Term Loan the sole purpose of which
is to finance any portion of the EuroAuction Acquisition, (y) any Borrowing of a New Term A Loan or (z) any Sixth Amendment
Closing Date Revolver Draw) is subject to the following conditions precedent:


 


(a)            The
representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained
in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects
(or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) on and
as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality
or Material Adverse Effect, it shall be true and correct) as of such earlier date.


 


(b)            No
Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.


 






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(c)            The
Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in
accordance with the requirements hereof.


 


(d)            In
the case of a Credit Extension to be denominated in an Alternative Currency, such currency remains an Eligible Currency.


 


(e)            Solely
in the case of the initial Borrowings of UK Swing Line Loans and Dutch Swing Line Loans, the UK Swing Line Lender and Dutch Swing Line
Lender, as applicable, shall have completed applicable “know your customer” due diligence with respect to the UK Borrowers
and Dutch Borrowers, as applicable.


 


(f)            Solely
in the case of a Borrowing of Revolving B Loans by any Borrower other than an Australian Borrower, the applicable Lenders shall have
completed applicable “know your customer” due diligence with respect to such Borrower.


 


(g)            Solely
in the case of a Borrowing of Revolving C Loans by any Borrower other than a Japanese Borrower, the applicable Lenders shall have completed
applicable “know your customer” due diligence with respect to such Borrower.


 


Each Request for Credit Extension
(other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term Rate Loans, and other than
any (x) Borrowing of a Delayed-Draw Term Loan the sole purpose of which is to finance any portion of the EuroAuction Acquisition,
(y) Borrowing of New Term A Loans the sole purpose of which is to finance any portion of the IAA Acquisition Transactions and (z) any
Sixth Amendment Closing Date Revolver Draw) submitted by a Borrower shall be deemed to be a representation and warranty that the conditions
specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.


 


		4.03	Conditions to Delayed-Draw
Term Loan Used to Finance the EuroAuction Acquisition.



 


Notwithstanding any provision
herein to the contrary, the obligation of each Lender make any Borrowing of a Delayed-Draw Term Loan the sole purpose of which is to
finance any portion of the EuroAuction Acquisition is only subject to the following conditions precedent:


 


(a)            Receipt
by the Administrative Agent of the following:


 


(i)            Solvency
Certificate. A solvency certificate, signed by a financial officer of the Company, in the form of Exhibit 4.03.


 


(ii)            Closing
Certificate. A certificate signed by a Responsible Officer of the Company certifying that the conditions specified in Section 4.03(d)(i) have
been satisfied.


 


(b)            EuroAuction
Acquisition. The EuroAuction Acquisition shall be consummated substantially simultaneously with the applicable borrowing of a
Delayed-Draw Term Loan in accordance in all material respects with the EuroAuction Acquisition Agreement (without any amendment,
modification or waiver thereof or any consent thereunder which is materially adverse to the Lenders (in their capacities as such)
without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or
conditioned)) (it being understood and agreed that (i) a reduction in the consideration payable under the EuroAuction
Acquisition Agreement of less than 10% shall not be deemed to be materially adverse to the interests of the Lenders, (ii) an
increase in such purchase price amount shall not be deemed to be materially adverse to the Lenders if such increase is not funded
with Indebtedness for borrowed money; provided that no purchase price or similar adjustment provisions set forth in the
EuroAuction Agreement shall constitute a reduction or increase in the purchase price and (iii) any change to the definitions of
 “Material Adverse Effect” or “Termination Event” (each as defined in the EuroAuction Acquisition Agreement
shall be deemed materially adverse to the interests of the Lenders)).


 






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(c)            Existing
Indebtedness. All guarantees of, and Liens granted by EuroAuction, with respect to that certain multi-currency overdraft facility
(with a maximum limit of £43,000,000 or equivalent thereof in one of the optional currencies) between Gardrum Holdings Limited
(as borrower) and Northern Bank Limited trading as Danske Bank (as lender) pursuant to an offer letter dated 10 February, 2021, have
been discharged and released or shall be discharged and released substantially concurrently with the applicable Borrowing of a Delayed-Draw
Term Loan (or customary arrangements for such discharge and release shall have been agreed upon with the Administrative Agent).


 


(d)            Representations
and Warranties. (i) The Specified Representations shall be true and correct in all material respects (or if such representation
and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) on and as of the EuroAuction Acquisition
Closing Date and (ii) the representations and warranties made by or on behalf of EuroAuction in the EuroAuction Acquisition Agreement
as are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that either
the Company or any of the Company’s Affiliates has the right (taking into account any applicable cure provisions) to terminate
its obligations under the EuroAuction Acquisition Agreement or the right to decline to consummate the EuroAuction Acquisition (in each
case, in accordance with the terms of the EuroAuction Acquisition Agreement) as a result of the failure of such representations and warranties
to be accurate.


 


(e)            Long-Term
Financing. The Company and/or one or more of its Subsidiaries shall have received, or substantially concurrently with such Borrowing
of such Delayed-Draw Term Loan shall receive, gross proceeds of the Long-Term Financing.


 


(f)            Request
for Credit Extension. The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements
hereof.


 


(g)            Fees
and Expenses. All reasonable and documented out-of-pocket expenses of the Administrative Agent required to be paid by the Borrowers
on the EuroAuction Acquisition Closing Date (to the extent invoiced at least two Business Days prior to the funding date of such Delayed-Draw
Term Loans) shall, upon the EuroAuction Acquisition Closing Date, have been, or will be substantially simultaneously paid.


 






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(h)            KYC
Information. The Administrative Agent shall have received, at least three Business Days prior to the EuroAuction Acquisition Closing
Date, all documentation and other information about the Loan Parties and their Subsidiaries required by regulatory authorities under
applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the
PATRIOT Act and applicable Canadian law regarding anti-money laundering, anti-terrorist financing, government sanction and “know
your client” matters, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), that has been reasonably
requested in writing by the Lenders at least 10 Business Days prior to the EuroAuction Acquisition Closing Date.


 


The Request for Credit Extension
delivered to the Administrative Agent pursuant to Section 4.03(f) shall be deemed to be a representation and warranty
that the representations and warranties of the Company and its Subsidiaries contained in Article V are true and correct true
and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect,
it shall be true and correct) on and as of the EuroAuction Acquisition Closing Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or if such representation
and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) as of such earlier date; provided,
however, that the only representations and warranties the accuracy of which shall be a condition precedent to the Borrowing of
a Delayed-Draw Term Loan under this Section 4.03 are the representations and warranties provided pursuant to Section 4.03(d).


 


Without limiting the generality
of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified
in this Section 4.03, each Lender that has signed this Agreement or is otherwise a party to this Agreement shall be deemed
to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender
prior to the proposed EuroAuction Acquisition Closing Date specifying its objection thereto.


 


Article V


 


REPRESENTATIONS
AND WARRANTIES


 


The Loan Parties represent
and warrant to the Administrative Agent and the Lenders that:


 


		5.01	Existence, Qualification
and Power.



 


Each Loan Party and each
Subsidiary (a) is duly organized or formed, validly existing and, as applicable, in good standing (to the extent the concept
exists in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite
power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its
assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is
a party, and (c) is duly qualified and is licensed and, as applicable, in good standing (to the extent the concept exists in
such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its
business requires such qualification or license; except in each case referred to in clause (a) (with respect to any Subsidiary
that is not a Loan Party or any Loan Party that is not a Material Subsidiary under clause (b) of the definition of
 “Material Subsidiary”), (b)(i) or (c), to the extent that failure to do so would not reasonably be expected to have
a Material Adverse Effect.


 






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		5.02	Authorization; No Contravention.



 


The execution, delivery and
performance by each Loan Party of each Loan Document to which such Loan Party is party have been duly authorized by all necessary corporate
or other organizational action, and do not (a) contravene the terms of any of such Loan Party’s Organization Documents; (b) conflict
with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under (i) any material
Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or any of
its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which
such Loan Party or its property is subject, in each case under this clause (b), except to the extent any such conflict, breach or contravention
would not reasonably be expected to have a Material Adverse Effect; or (c) violate any applicable Law, except to the extent any
such violation would not reasonably be expected to have a Material Adverse Effect.


 


		5.03	Governmental Authorization;
Other Consents.



 


No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required
in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan
Document to which such Loan Party is a party other than (a) those that have already been obtained and are in full force and effect,
(b) filings to perfect the Liens created by the Collateral Documents, and (c) except to the extent that the failure to obtain
or make such approval, consent, exemption, authorization, registration, action, notice or filing would not reasonably be expected to
have a Material Adverse Effect.


 


		5.04	Binding Effect.



 


Each Loan Document has been
duly executed and delivered by each Loan Party that is party thereto. Each Loan Document constitutes a legal, valid and binding obligation
of each Loan Party that is party thereto, enforceable against each such Loan Party in accordance with its terms, except as such enforceability
may be limited by Debtor Relief Laws and by general principles of equity and principles of good faith and fair dealing.


 


		5.05	Financial Statements; No
Material Adverse Effect.



 


(a)            The
financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly
present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results
of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except
as otherwise expressly noted therein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal
year-end audit adjustments).


 






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(b)            The
Audited Financial Statements and the unaudited consolidated financial statements of the Company and its Subsidiaries for the fiscal quarter
ending June 30, 2021 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company
and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited
financial statements, to the absence of footnotes and to normal year-end audit adjustments).


 


(c)            Since
the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that
has had or would reasonably be expected to have a Material Adverse Effect.


 


		5.06	Litigation.



 


There are no actions, suits,
proceedings, claims or disputes pending or, to the knowledge of the Loan Parties, threatened in writing, at law, in equity, in arbitration
or before any Governmental Authority, by or against any Loan Party or any Subsidiary or against any of their properties or revenues that
would reasonably be expected to have a Material Adverse Effect.


 


		5.07	No Default.



 


(a)            No
Loan Party nor any Subsidiary is in default under or with respect to any Contractual Obligation of such Loan Party or Subsidiary that
individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.


 


(b)            No
Default has occurred and is continuing.


 


		5.08	Ownership of Property.



 


Each Loan Party and each
of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary
or used in the ordinary conduct of its business, except where failure to have any of the foregoing would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.


 


		5.09	Environmental Compliance.



 


Except as would not reasonably
be expected to result in a Material Adverse Effect, the Company and its Subsidiaries and their respective businesses, operations and
properties are in compliance with all applicable Environmental Laws.


 


		5.10	Insurance.



 


The properties of the
Loan Parties and their Subsidiaries are insured with insurance companies (that are not Affiliates of the Company) that the Loan
Parties believe (in the good faith judgment of their management) were financially sound and reputable at the time the relevant
coverage was placed or renewed, in such amounts (after giving effect to any self-insurance reasonable and customary for similarly
situated Persons engaged in the same or similar business as the applicable Loan Party or applicable Subsidiary), with such
deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar
properties in localities where the applicable Loan Party or the applicable Subsidiary operates.


 






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		5.11	Taxes.



 


Each Loan Party and its Subsidiaries
have filed all federal, state, provincial and territorial income and other material tax returns and reports required to be filed, and
have paid all federal, state, provincial and territorial income and other material taxes, assessments, fees and other governmental charges
levied or imposed upon them or their properties, income or assets otherwise due and payable, in each case except (a) those which
are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP
(to the extent required thereby) or (b) where failure to do so would not reasonably be expected to result in a Material Adverse
Effect. There is no proposed tax assessment against any Loan Party or any Subsidiary that would reasonably be expected to have a Material
Adverse Effect. No Loan Party nor any Subsidiary is party to any tax sharing agreement or tax funding agreement with a Person that is
not an Affiliate, other than any such agreement entered into in the ordinary course of business.


 


		5.12	ERISA Compliance; Canadian
Plans.



 


(a)            Except
as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in
compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state Laws.
Each Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination
letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge
of the Borrowers, nothing has occurred which would reasonably be expected to prevent, or cause the loss of, such qualification, except
as would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material
Adverse Effect, each Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412
of the Internal Revenue Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412
of the Internal Revenue Code has been made with respect to any Plan.


 


(b)            There
are no pending or, to the knowledge of the Loan Parties, threatened in writing claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that would be reasonably expected to have a Material Adverse Effect. There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or would reasonably be
expected to result in a Material Adverse Effect.


 


(c)            Except
as would not reasonably be expected to have a Material Adverse Effect, (i) no ERISA Event has occurred or is reasonably
expected to occur; (ii) no Borrower or any ERISA Affiliate 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 or 4243 of ERISA with respect to a Multiemployer Plan; and (iii) no Loan Party or any ERISA Affiliate has
engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.


 






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(d)            Each
Canadian Plan is in compliance in all material respects with its terms and the applicable provisions of applicable Laws, except for matters
of non-compliance which would not reasonably be expected to have a Material Adverse Effect. Each Canadian Plan which is registered or
required to be registered under applicable Laws, including the Income Tax Act (Canada) is so registered, and nothing has occurred which
would reasonably be expected to prevent, or cause the loss of, such registration, except to the extent as would not reasonably be expected
to have a Material Adverse Effect. Each Loan Party and each Subsidiary thereof has made all required contributions to each applicable
Canadian Plan, except as would not reasonably be expected to have a Material Adverse Effect. No Loan Party or Subsidiary thereof maintains,
contributes to, or has any direct or indirect, present or future, liability or obligation, absolute, contingent or otherwise, in respect
of a Canadian Defined Benefit Pension Plan.


 


(e)            There
are no pending or, to the knowledge of the Loan Parties, threatened in writing claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Canadian Plan that would be reasonably expected to have a Material Adverse Effect. There has been no prohibited
transaction or violation with respect to any Canadian Plan that has resulted or would reasonably be expected to result in a Material
Adverse Effect.


 


(f)            Each
of the Canadian Plans is fully funded, on an ongoing basis, in accordance with the terms of the applicable Canadian Plan, the applicable
law, the administrative requirements of the applicable pension regulator and tax authority and the commonly accepted actuarial principles,
and there are no solvency deficiencies respecting any of the Canadian Plans, except in each case under this clause (f) as would
not reasonably be expected to have a Material Adverse Effect.


 


(g)            No
event has occurred with respect to the Canadian Plans that would reasonably be expected to have a Material Adverse Effect.


 


(h)            The
Company and its Subsidiaries have made full payment when due of all required contributions to any Foreign Plan, except where the failure
to do so would not reasonably be expected to result in a Material Adverse Effect.


 


(i)            As
of the Fourth Amendment Effective Date, none of the Borrowers’ assets is deemed to constitute “plan assets” (within
the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans.


 


		5.13	Subsidiaries.



 


Set forth on Schedule
5.13 is a complete and accurate list as of the Fourth Amendment Effective Date of each Subsidiary of any Loan Party, together
with (i) the jurisdiction of organization of such Subsidiary and (ii) the percentage of outstanding shares of each class
of Equity Interests of such Subsidiary owned (directly or indirectly) by any Loan Party or any Subsidiary, in each case as of the
Fourth Amendment Effective Date.


 






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		5.14	Margin Regulations; Investment
Company Act.



 


(a)            No
Borrower is engaged and no Borrower will engage, principally or as one of its important activities, in the business of purchasing or
carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying
margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of
the value of the assets (either of such Borrower only or of such Borrower and its Subsidiaries on a consolidated basis) subject to the
provisions of Section 7.01 or Section 7.05 will be margin stock.


 


(b)            None
of the Company or any Subsidiary is or is required to be registered as an “investment company”, or is otherwise subject to
regulation, under the Investment Company Act of 1940.


 


		5.15	Disclosure.



 


No report, financial statement,
certificate or other written information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection
with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document
(in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not materially misleading; provided that (i) to the extent any such written material was based upon or constitutes a forecast
or projection, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be
reasonable at the time such material was prepared (it being recognized by the Administrative Agent and the Lenders that such information
is subject to significant uncertainties and contingencies and that no assurance can be given that any particular forecast or projection
will be realized and that actual results during the period or periods covered thereby may vary and such variances may be material) and
(ii) the Loan Parties and their Subsidiaries make no representations or warranties with respect to information of a general economic
or general industry nature.


 


		5.16	Compliance with Laws.



 


Each Loan Party and Subsidiary
is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties,
except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith
by appropriate proceedings or (b) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.


 


		5.17	Intellectual Property; Licenses,
Etc.



 


Each Loan Party and each
Subsidiary owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent
rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are
reasonably necessary for the operation of their respective businesses, except where the failure to so own or have any such rights,
either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Except for such claims
and infringements that would not reasonably be expected to have a Material Adverse Effect, (a) no claim has been asserted and
is pending by any Person challenging or questioning the use of any IP Rights or the validity or effectiveness of any IP Rights, nor
does any Loan Party know of any such claim, and, (b) to the knowledge of the Responsible Officers of the Loan Parties, the use
of any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any
Loan Party or any Subsidiary does not infringe on the rights of any Person.


 






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		5.18	Solvency.



 


The Company and its Subsidiaries
are Solvent on a consolidated basis on the Closing Date.


 


		5.19	Perfection of Security Interests
in the Collateral.



 


Subject to all exceptions
and limitations contained in the Loan Documents, the Collateral Documents create valid security interests in, and Liens on, the Collateral
purported to be covered thereby, which security interests and Liens are currently perfected security interests and Liens to the extent
required by the applicable Loan Documents, prior to all other Liens other than Permitted Liens.


 


		5.20	Sanctions and Anti-Social
Force.



 


(a)            None
of the Loan Parties, nor any of their Subsidiaries, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director, officer
or employee thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently
the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals, the Canadian Sanctions
List, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other
relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction.


 


(b)            Neither
the Company nor any of its Subsidiaries is classified as an Anti-Social Group, has any Anti-Social Relationship or has engaged in Anti-Social
Conduct, whether directly or indirectly through a third party.


 


		5.21	Anti-Corruption Laws.



 


The Loan Parties and their
Subsidiaries conduct their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the Corruption of Foreign
Public Officials Act (Canada), the UK Bribery Act 2010, and other similar anti-corruption legislation in other applicable jurisdictions
and have instituted and maintain policies and procedures designed to promote and achieve compliance with such laws.


 






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		5.22	No Affected Financial Institution.



 


No Loan Party is an Affected
Financial Institution.


 


		5.23	Australian Borrowers.



 


No Australian Borrower has
entered into any Loan Document, or holds any property, as a trustee of any trust or settlement.


 


		5.24	Japanese Borrowers.



 


Each Japanese Borrower falls
under either one of the companies listed in Article 2, Paragraph 1 of the Act on Specified Commitment Line Contract of Japan (Act
No. 4 of 1999) at the time of its execution of this Agreement.


 


		5.25	International Loan Parties.



 


(a)            No
International Loan Party nor any material part of its property has any immunity from jurisdiction of any court or from any legal process
(whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the Laws
of the jurisdiction in which such International Loan Party is organized and existing in respect of its obligations under the Applicable
International Loan Party Documents.


 


(b)            As
of the date of execution and delivery thereof, the Applicable International Loan Party Documents are in proper legal form under the Laws
of the jurisdiction in which each International Loan Party party thereto is organized and existing for the enforcement thereof against
such International Loan Party under the Laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority or
admissibility in evidence of the Applicable International Loan Party Documents, in each case subject to any Debtor Relief Laws, any general
principles of law which are specifically referred to in any opinions of legal counsel delivered to the Administrative Agent under this
Agreement, any general principles of equity and principles of good faith and fair dealing. It is not necessary to ensure the legality,
validity, enforceability, priority or admissibility in evidence of the Applicable International Loan Party Documents that the Applicable
International Loan Party Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority
in the jurisdiction in which the applicable International Loan Party party thereto is organized and existing or that any registration
charge or stamp or similar tax be paid on or in respect of the Applicable International Loan Party Documents or any other document, except
for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until
the Applicable International Loan Party Document or any other document is sought to be enforced and (ii) any charge or tax as has
been timely paid.


 


(c)            There
is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any
Governmental Authority in or of the jurisdiction in which any International Loan Party is organized and existing either (i) on
or by virtue of the execution or delivery of the Applicable International Loan Party Documents to which such International Loan
Party is a party or (ii) on any payment to be made by such International Loan Party (in the case of a UK Borrower or a UK
Guarantor, provided such payment is to a UK Qualifying
Lender) pursuant to the Applicable International Loan Party Documents to which such International Loan Party is a party, except as
has been disclosed to the Administrative Agent.


 






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(d)            The
execution, delivery and performance of the Applicable International Loan Party Documents executed by each International Loan Party party
thereto are, under applicable foreign exchange control regulations of the jurisdiction in which such International Loan Party is organized
and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as
cannot be made or obtained until a later date (provided that any notification or authorization described in clause (ii) shall
be made or obtained as soon as is reasonably practicable).


 


		5.26	Irish Guarantors.



 


Each Irish Guarantor and
each other Loan Party are members of the same group of companies consisting of a holding company and its subsidiaries (as those terms
are defined in sections 7 and 8 of the Companies Act 2014 of Ireland) for the purposes of section 243 of the Companies Act 2014 of Ireland.


 


		5.27	Beneficial Ownership Certification.



 


As of the Fourth Amendment
Effective Date, the information included in the Beneficial Ownership Certification delivered by the Loan Parties in connection with the
Fourth Amendment Effective Date, if applicable, is true and correct in all respects.


 


Article VI


 


AFFIRMATIVE
COVENANTS


 


Until the Facility Termination
Date, each Loan Party shall and shall cause each Subsidiary to:


 


		6.01	Financial Statements.



 


Deliver to the Administrative
Agent (for transmittal to the Lenders):


 


(a)            within
ninety-five days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as
at the end of such fiscal year, and the related consolidated statements of income or operations, changes in equity and cash flows for
such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and
prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally
recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not
be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of
such audit (other than any exception, qualification or explanatory paragraph with respect to or resulting from an upcoming maturity date
of the Loans occurring within one year from the time such opinion is delivered); and


 






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(b)            within
fifty days after the end of each of the first three fiscal quarters of each fiscal year of the Company, a consolidated balance sheet
of the Company and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations
for such fiscal quarter and for the portion of the Company’s fiscal year then ended, and the related consolidated statements of
changes in equity and cash flows for such fiscal quarter and for the portion of the Company’s fiscal year then ended, in each case
setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the
corresponding portion of the previous fiscal year, all in reasonable detail and certified by the chief executive officer, chief financial
officer, treasurer or controller of the Company as fairly presenting in all material respects the financial condition, results of operations,
equity and cash flows of the Company and its Subsidiaries in accordance with GAAP, subject only to changes resulting from normal year-end
audit adjustments and the absence of footnotes.


 


As to any information contained
in materials furnished pursuant to Section 6.02(d), the Company shall not be separately required to furnish such information
under Section 6.01(a) or 6.01(b), but the foregoing shall not be in derogation of the obligation of the Company
to furnish the information and materials described in Section 6.01(a) or 6.01(b) at the times specified
therein.


 


		6.02	Certificates; Other Information.



 


Deliver to the Administrative Agent (for transmittal
to the Lenders):


 


(a)            [reserved];


 


(b)            concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and 6.01(b), a duly completed Compliance
Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Company (which delivery may,
unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall
be deemed to be an original authentic counterpart thereof for all purposes);


 


(c)            not
later than March 31 of each year, the financial forecast for such year reviewed by the Company’s board of directors;


 


(d)            promptly
after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which
a Loan Party or any Subsidiary files with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or any
comparable agency under comparable Laws, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;


 


(e)            promptly,
and in any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary, copies of each notice or other
correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material investigation
or possible material investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary;
and


 






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(f)            promptly,
such additional information regarding the business, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance
with the terms of the Loan Documents, as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time
reasonably request, including for purposes of compliance with the Beneficial Ownership Regulation, as applicable.


 


Documents required to be
delivered pursuant to Section 6.01(a) or 6.01(b) or Section 6.02(d) (to the extent any
such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be
deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s
website on the Internet at the website address listed on Schedule 11.02 (or any successor website address); or (ii) on which
such documents are (A) available on the website of the SEC at http://www.sec.gov or (B) posted on the Company’s behalf
on an Internet or intranet 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 in the case of documents that are not available
on http://www.sec.gov: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon
its written request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by
the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent (by facsimile or electronic mail)
of the posting of any such documents and, if requested by the Administrative Agent, provide to the Administrative Agent by electronic
mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the
delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor
compliance by the Company with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.


 


The Company hereby
acknowledges that (a) the Administrative Agent and/or BofA Securities may, but shall not be obligated to, make available to the
Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Company hereunder (collectively,
 “Company Materials”) by posting the Company Materials on IntraLinks, Syndtrak, ClearPar or a substantially
similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each a
 “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to
the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other
market-related activities with respect to such Persons’ securities. The Company hereby agrees that (w) all Company
Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a
minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking
Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, BofA Securities,
the L/C Issuer and the Lenders to treat such Company Materials as not containing any material non-public information with respect to
the Company or its securities for purposes of United States federal and state securities Laws (provided, however, that
to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 11.07);
(y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform
designated “Public Side Information;” and (z) the Administrative Agent and BofA Securities shall be entitled to
treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform
not designated as “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to
mark any Company Materials “PUBLIC.”


 






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		6.03	Notices.



 


(a)            Promptly
after a Responsible Officer of the Company obtains actual knowledge thereof, notify the Administrative Agent of the occurrence of any
Default;


 


(b)            Promptly
after a Responsible Officer of the Company obtains actual knowledge thereof, notify the Administrative Agent of the occurrence of any
matter that has resulted or would reasonably be expected to result in a Material Adverse Effect;


 


(c)            Promptly
after a Responsible Officer of the Company obtains actual knowledge thereof, notify the Administrative Agent of the occurrence of any
ERISA Event or any failure by any Loan Party or any Subsidiary thereof to perform its obligations under a Canadian Plan, in each case
that would reasonably be expected to have a Material Adverse Effect; and


 


(d)            Not
later than 10 Business Days (or such lesser period as the Administrative Agent may agree) prior to any change to the legal name, jurisdiction
of formation, chief executive office or form of organization of any Loan Party, notify the Administrative Agent thereof.


 


Each notice pursuant to this
Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Company setting forth details of the occurrence
referred to therein and stating what action the Company has taken and proposes to take with respect thereto. Each notice pursuant to
Section 6.03(a) shall describe with reasonable particularity any and all provisions of this Agreement and any other
Loan Document that have been breached.


 


		6.04	Payment of Taxes.



 


Pay and discharge, as the
same shall become due and payable, all its tax liabilities, assessments and governmental charges or levies upon it or its properties
or assets, unless (a) the same are being contested in good faith by appropriate proceedings and adequate reserves in accordance
with GAAP are being maintained by such Loan Party or such Subsidiary (to the extent required by GAAP) or (b) the failure to pay
or discharge the same would not reasonably be expected to result in a Material Adverse Effect.


 


		6.05	Preservation of Existence,
Etc.



 


(a)            Preserve,
renew and maintain in full force and effect its legal existence and, if applicable, good standing under the Laws of the jurisdiction
of its organization except in a transaction permitted by Section 7.04 or 7.05.


 


(b)            Take
all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct
of its business, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.


 






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(c)            Preserve
or renew all of its IP Rights, the non-preservation or non-renewal of which would reasonably be expected to have a Material Adverse Effect.


 


		6.06	Maintenance of Properties.



 


Maintain, preserve and protect
all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary
wear and tear excepted and casualty and condemnation excepted, make all necessary repairs thereto and renewals and replacements thereof,
except, in each case, where the failure to do any of the foregoing would not reasonably be expected to have a Material Adverse Effect.


 


		6.07	Maintenance of Insurance.



 


(a)            Maintain
in full force and effect insurance (including worker’s compensation insurance, liability insurance and casualty insurance) with
financially sound and reputable insurance companies not Affiliates of the Company, in such amounts (after giving effect to any self-insurance
reasonable and customary for similarly situated Persons engaged in the same or similar business as the applicable Loan Party or applicable
Subsidiary), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and
owning similar properties in localities where such Loan Party or such Subsidiary operates.


 


(b)            Except
to the extent otherwise agreed by the Administrative Agent, cause the Administrative Agent and its successors and assigns to be named
as lender’s loss payee or mortgagee, as its interest may appear, and/or additional insured with respect to any such insurance providing
liability coverage or coverage in respect of any Collateral, and use commercially reasonable efforts to cause each provider of any such
insurance to agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative
Agent, that it will give the Administrative Agent thirty days (or such lesser amount as the Administrative Agent may agree) prior written
notice before any such policy or policies shall be altered or canceled.


 


		6.08	Compliance with Laws.



 


Comply with the requirements
of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances
in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings;
or (b) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.


 


		6.09	Books and Records.



 


Maintain proper books of
record and account, in a manner to allow financial statements to be prepared in all material respects in conformity with GAAP consistently
applied in respect of all material financial transactions and matters involving the assets and business of such Loan Party or such Subsidiary,
as the case may be (it being understood and agreed that Subsidiaries may maintain individual books and records in conformity with generally
accepted accounting principles that are applicable in their respective jurisdiction of organization).


 






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		6.10	Inspection Rights.



 


Permit representatives and
independent contractors of the Administrative Agent (who may be accompanied by each Lender following the occurrence and during the continuance
of an Event of Default) to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make
copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent
public accountants, all at the expense of the Company and at such reasonable times during normal business hours and as often as may be
reasonably desired, upon reasonable advance notice to the Company; provided, however, that excluding any such visits and
inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than two
times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Company’s expense.
The Administrative Agent and the Lenders shall give the Company the opportunity to participate in any discussions with the Loan Parties’
and their Subsidiaries’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.10,
none of the Company or any of its Subsidiaries will be required to disclose or permit the inspection or discussion of, any document,
information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in
respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited
by Law or any binding agreement (for which no exception is available or approval has been obtained) or (iii) that is subject to
attorney client privilege or constitutes attorney work product.


 


		6.11	Use of Proceeds.



 


Use the proceeds of the Credit
Extensions (a) to finance working capital, capital expenditures and other lawful corporate purposes (including Permitted Acquisitions),
and (b) to refinance certain existing Indebtedness; provided that any Credit Extension of Revolving A Loans, Revolving B Loans and/or
Revolving C Loans on the Sixth Amendment Closing Date shall be limited to any Sixth Amendment Closing Date Revolver Draw.


 


		6.12	ERISA Compliance; Canadian
Plans.



 


(a)            Do,
and cause each of its ERISA Affiliates to do, each of the following: (i) maintain each Plan in compliance in all material respects
with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state Law; (ii) cause each Plan that is
qualified under Section 401(a) of the Internal Revenue Code to maintain such qualification; and (iii) make all required
contributions to any Plan subject to Section 412, Section 430 or Section 431 of the Internal Revenue Code, in each case,
except as would not reasonably be expected to have a Material Adverse Effect.


 


(b)            Do,
cause each of its Subsidiaries to do, the following in respect of each Canadian Plan: (i) maintain such Canadian Plan and the registration
thereof in compliance in all material respects with its terms and all applicable Laws; (ii) not to cause or permit anything that
would result in the loss of the registration of such Canadian Plan; and (iii) make all required contributions on a timely basis
to such Canadian Plan, in each case, except as would not reasonably be expected to have a Material Adverse Effect.


 






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		6.13	Additional Guarantors.



 


(a)            Within
thirty days (or such later date as the Administrative Agent may agree in its sole discretion) after any Person becomes a U.S. Subsidiary
or Canadian Subsidiary (in each case, that is not an Excluded Subsidiary), cause such Person to (i) become a Guarantor by executing
and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably request
for such purpose, and (ii) upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent
such Organization Documents, resolutions and customary favorable opinions of counsel in connection with such Joinder Agreement or such
other documents referenced to in the foregoing clause (i), all in form, content and scope reasonably satisfactory to the Administrative
Agent.


 


(b)            Notwithstanding
anything to the contrary contained herein, cause any Subsidiary (including any Excluded Subsidiary) that Guarantees the Long-Term Financing
but is not a Loan Party to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or
such other documents as the Administrative Agent shall reasonably request for such purpose, and (ii) upon the request of the Administrative
Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and customary favorable opinions
of counsel in connection with such Joinder Agreement or such other documents referenced to in the foregoing clause (i), all in form,
content and scope reasonably satisfactory to the Administrative Agent.


 


(c)            Cause
such Subsidiaries of the Company as are reasonably acceptable to the Administrative Agent (it being understood that any Subsidiary organized
under the Laws of Canada or any province or territory thereof, the United States or any State thereof or the District of Columbia, Australia,
Japan, Mexico, Netherlands or the United Kingdom is acceptable) to become Guarantors such that at least 67.5% of the Consolidated EBITDA
(determined as of the most recent fiscal quarter end for which financial statements have been delivered pursuant to Section 6.01(a) or
6.01(b)) is attributable to Persons that are Loan Parties (the “Minimum Guaranty Requirement”). Such additional
Guarantors shall (A) execute and deliver to the Administrative Agent a Joinder Agreement or such other documents as the Administrative
Agent shall reasonably request for such purpose, and (B) upon the request of the Administrative Agent, deliver to the Administrative
Agent such Organization Documents, resolutions and customary favorable opinions of counsel, all in form, content and scope reasonably
satisfactory to the Administrative Agent.


 


		6.14	Pledged Assets.



 


(a)            Equity
Interests. Subject to the exceptions and limitations set forth in the Loan Documents, cause 100% of the issued and outstanding
Equity Interests of each Subsidiary directly owned by any North American Loan Party (other than Excluded Property) to be subject at
all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the
Collateral Documents, and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the
Administrative Agent may reasonably request including any filings and deliveries to perfect such Liens and customary favorable
opinions of counsel all in form and substance reasonably satisfactory to the Administrative Agent; provided, however,
notwithstanding anything to the contrary in this Agreement or any other Loan Document, in the case of any pledge of the Equity
Interests of any CFC or of the Equity Interests of any U.S. Subsidiary all or substantially all of the assets of which consist of
the Equity Interests of one or more CFCs, in each case, such pledge shall be limited to 65% (or such greater percentage that
(i) could not reasonably be expected to cause the undistributed earnings of such CFC or of the CFCs owned by such U.S.
Subsidiary as determined for United States federal income tax purposes, to be treated as a deemed dividend for United States federal
income tax purposes and (ii) could not reasonably be expected to cause any material adverse tax consequences) of the issued and
outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) 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 such CFC or
such U.S. Subsidiary, as the case may be.


 






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(b)            Other
Property. Subject to the exceptions and limitations set forth in the Loan Documents, cause all property (other than Excluded Property)
of each North American Loan Party to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent
to secure the Obligations pursuant to the Collateral Documents (subject to Permitted Liens) and, in connection with the foregoing, deliver
to the Administrative Agent such other documentation as the Administrative Agent may reasonably request including filings and deliveries
necessary to perfect such Liens, Organization Documents, resolutions and favorable opinions of counsel to such Person, all in form, content
and scope reasonably satisfactory to the Administrative Agent and subject to the exceptions and limitations set forth in the Loan Documents;
provided, however, that, notwithstanding anything to the contrary in this Agreement or any other Loan Document, no assets
owned by any CFC, any U.S. Subsidiary all or substantially all of the assets of which consist of the Equity Interests of one or more
CFCs or any U.S. Subsidiary that is a Subsidiary of a CFC, shall be required to be subject to a Lien hereunder to support the Obligations
of, or any Guaranty of, any U.S. Borrower or U.S. Guarantor. Such Liens in personal property and deliveries in connection therewith will
be provided promptly, but in the case of Subsidiaries consisting of or possessing Collateral that are formed or acquired after the Closing
Date, within thirty (30) days (or such longer period as the Administrative Agent may agree) of formation or acquisition.


 


(c)            EuroAuction
Acquisition. Notwithstanding anything in this Section 6.14 to the contrary, with respect to the EuroAuction Acquisition,
(i) the only conditions to any Borrowing of a Delayed-Draw Term Loan the proceeds of which are used solely to finance any portion
of the EuroAuction Acquisition shall be as set forth in Section 4.03, and (ii) the provisions of this Section 6.14
shall not apply until after the consummation of the EuroAuction Acquisition.


 


(d)            Foreign
Collateral Documents. Notwithstanding anything in this Section 6.14 to the contrary, unless the Company otherwise
agrees, nothing in this Section 6.14 or in any Loan Document shall require any Loan Party or any of their Subsidiaries
to enter into any Collateral Documents governed by, or take any steps to perfect a security interest under, the Law of any
jurisdiction other than the United States or Canada (or any political subdivision thereof).


 






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(e)            IAA
Acquisition. Notwithstanding anything in this Section 6.14 to the contrary, with respect to the IAA Acquisition, (i) the
only conditions to any Borrowing of a New Term A Loan or any Sixth Amendment Closing Date Revolver Draw the proceeds of which are used
solely to finance any portion of the IAA Acquisition Transactions shall be as set forth in Section 4 of the Sixth Amendment and
(ii) the provisions of clauses (a) through (d) of this Section 6.14 shall not apply until after
the consummation of the IAA Acquisition.


 


		6.15	Anti-Corruption Laws.



 


Conduct its businesses in
compliance with the United States Foreign Corrupt Practices Act of 1977, the Corruption of Foreign Public Officials Act (Canada), the
UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions and maintain policies and procedures designed
to promote and achieve compliance with such laws.


 


Article VII


 


NEGATIVE
COVENANTS


 


Until the Facility Termination
Date, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly:


 


		7.01	Liens.



 


Create, incur, assume or
suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:


 


(a)            Liens
pursuant to any Loan Document;


 


(b)            Liens
existing on the Fourth Amendment Effective Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided
that (i) additional property (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and
assets fixed thereto) does not become subject to such Lien, and (ii) any renewal or extension of the obligations secured or benefited
thereby is permitted by Section 7.03;


 


(c)            Liens
(other than Liens imposed under ERISA, and other than Liens imposed under any Laws governing the administration of any Canadian Plans)
for taxes, assessments or governmental charges or levies not overdue for a period of more than 30 days or which are being contested in
good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books
of the applicable Person in accordance with GAAP (to the extent required thereby);


 


(d)            statutory
or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen and suppliers, construction Liens and other Liens
imposed by law (including Liens imposed under Laws governing the administration of Canadian Plans) or pursuant to customary
reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts
not overdue for a period of more than 30 days and are unfiled and no other action has been taken to enforce the same or are being
contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been
established;


 






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(e)            pledges
or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social
security legislation, other than any Lien imposed by ERISA and other than Liens in respect of any Canadian Plans relating to pensions,
and pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of insurance
carriers providing property, casualty or liability insurance to the Company or any of its Subsidiaries;


 


(f)            deposits
to secure the performance of bids, trade contracts, government contracts and leases (other than Indebtedness), statutory obligations,
surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health safety
and environmental obligations) incurred in the ordinary course of business;


 


(g)            easements,
rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount,
and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary
conduct of the business of the applicable Person;


 


(h)            Liens
securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of
Default under Section 8.01(h);


 


(i)            Liens
securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber
any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products
thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (ii) such Liens
attach to the acquired property concurrently with or within 270 days after the acquisition thereof;


 


(j)            leases,
licenses, sublicenses or subleases granted to others not interfering in any material respect with the business of the Company and its
Subsidiaries, taken as a whole;


 


(k)            any
interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements
in foreign jurisdictions) relating to, leases permitted by this Agreement;


 


(l)            Liens
deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02(a);


 






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(m)            (i) normal
and customary rights of netting and/or setoff upon deposits of cash in favor of banks or other depository institutions (including for
the avoidance of doubt under any Cash Pooling Arrangements) and (ii) Liens arising from Cash Pooling Arrangements or granted in
support thereof;


 


(n)            Liens
of a collection bank arising under Section 4-210 of the Uniform Commercial Code, or other applicable Law, on items in the course
of collection;


 


(o)            Liens
(including cash collateral) encumbering assets of Subsidiaries that are not Loan Parties securing Indebtedness permitted under Section 7.03(o);


 


(p)            Liens
existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary;
provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary and
(ii) such Lien does not extend to or cover any other assets or property (other than proceeds or products thereof) including, for
the avoidance of doubt, any assets or property of any Loan Party;


 


(q)            reservations,
limitations, provisos and conditions expressed in any original grants from any Governmental Authority or other grants of real or immovable
property, or interests therein, which do not materially affect the use of the affected land or detract from the value thereof;


 


(r)            Liens
in favor of customs and revenue authorities arising under Law to secure payment of customs duties in connection with the importation
of goods in the ordinary course of business;


 


(s)            the
rights reserved to or vested in Governmental Authorities by statutory provisions or by the terms of leases, licenses, franchises, grants
or permits, which affect any land, to terminate the leases, licenses, franchises, grants or permits or to require annual or other periodic
payments as a condition of the continuance thereof;


 


(t)            Liens
in favor of public utilities or to any municipalities or Governmental Authorities or other public authorities when required by such utilities,
municipalities or Governmental Authorities or such other public authorities in connection with the supply of services or utilities to
a Loan Party or Subsidiary;


 


(u)            Liens
(A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant
to Section 7.02 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements
with respect to any such Investment or any Disposition permitted under Section 7.05 (including any letter of intent or purchase
agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition
permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would
have been permitted on the date of the creation of such Lien;


 






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(v)            Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(w)            in
the case of Indebtedness permitted under Section 7.03 (including the Long-Term Financing and any Sixth Amendment Closing
Date Financing) issued into escrow, Liens on the proceeds of such Indebtedness and any cash or Cash Equivalents consisting of prefunded
accrued interest accruing on, or additional funds or premium in respect of, such Indebtedness, and any investments with respect to such
proceeds, in each case for so long as such funds remain in escrow;


 


(x)            Liens
in favor of a consignor encumbering assets delivered to a Loan Party or a Subsidiary on consignment in the ordinary course of business;
and


 


(y)            additional
Liens; provided that (i) the aggregate outstanding amount of obligations secured in reliance on this clause (y) shall
not exceed at the time of incurrence thereof the greater of $100,000,000 and 15% of Consolidated EBITDA as of the most recent four fiscal
quarter period preceding the date of such transaction for which financial statements were required to be delivered pursuant to Section 6.01(a) or
6.01(b) on a Pro Forma Basis, determined as of the date such Lien is incurred and (ii) such Liens (other than Liens
securing obligations in an aggregate principal amount not to exceed at any one time outstanding $50,000,000) do not encumber assets of
Borrowers that are not U.S. Borrowers or Canadian Borrowers.


 


		7.02	Investments.



 


Make any Investments, except:


 


(a)            Investments
by such Loan Party or such Subsidiary held in the form of cash or Cash Equivalents;


 


(b)            (i) 
Investments existing as of the Fourth Amendment Effective Date and set forth on Schedule 7.02 and (ii) Investments existing
as of the Fourth Amendment Effective Date by the Company or any Subsidiary in the Company or any Subsidiary and any modification, renewal
or extension thereof; provided that the amount of the original Investment is not increased except as otherwise permitted by this
Section 7.02;


 


(c)            Investments
in the Company and Investments in Wholly-Owned Subsidiaries, so long as (i) no Event of Default exists immediately prior and immediately
after giving effect thereto and (ii) immediately after giving effect to any such Investment on a Pro Forma Basis, the Loan Parties
are in compliance with the financial covenants set forth in Section 7.11;


 


(d)            Investments
by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a Loan Party, and Investments by any Loan Party in another
Loan Party;


 


(e)            Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit
in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially
troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;


 






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(f)            Guarantees
permitted by Section 7.03;


 


(g)            (i) Investments
made in accordance with the Company’s investment policy as in effect from time to time, and (ii) Investments funded with net
proceeds of any issuance of Equity Interests by the Company;


 


(h)            Permitted
Acquisitions;


 


(i)            Investments
received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and
suppliers, in each case in the ordinary course of business;


 


(j)            loans
or advances to officers and employees of any Loan Party or any Subsidiary for travel arising in the ordinary course of business for reasonable
and customary business-related travel, entertainment, relocation and analogous ordinary business purposes in an aggregate amount not
to exceed $20,000,000 at any time outstanding;


 


(k)            to
the extent constituting Investments, the creation of Liens, the consummation of fundamental changes, the consummation of Dispositions
and the making of Restricted Payments permitted under Sections 7.01, 7.04, 7.05 and 7.06, respectively (and
in each case, without reference to this Section 7.02);


 


(l)            promissory
notes and other noncash consideration received in connection with any Disposition permitted hereunder;


 


(m)            advances
in the form of prepayments of expenses, so long as such expenses were incurred in the ordinary course of business and are paid in accordance
with customary trade terms;


 


(n)            Investments
in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers
consistent with past practices;


 


(o)            (i) intercompany
advances among the Company and its Subsidiaries arising from their cash management and accounting operations, (ii) intercompany
loans, advances, or Indebtedness among the Company and its Subsidiaries having a term not exceeding 364 days (inclusive of any rollover
or extensions of terms) and made in the ordinary course of business and (iii) to the extent constituting Investments, obligations
permitted pursuant to Section 7.03(l)(ii);


 


(p)            Investments
represented by Swap Contracts permitted under Section 7.03;


 






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(q)            Investments
in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Article 4
customary trade arrangements with customers consistent with past practices;


 


(r)            advances
of payroll payments to employees in the ordinary course of business;


 


(s)            advances
to customers pursuant to underwritten contracts in the ordinary course of business;


 


(t)            other
Investments; provided that at the time any such Investment is made, (i) no Event of Default exists and (ii) the aggregate
outstanding amount of all Investments made in reliance on this clause (t) does not exceed the greater of $200,000,000 and 30% of
Consolidated EBITDA as of the most recent four fiscal quarter period preceding the date of such transaction for which financial statements
were required to be delivered pursuant to Section 6.01(a) or 6.01(b) on a Pro Forma Basis, determined as
of the date such Investment is made; and


 


(u)            additional
Investments so long as (i) immediately after giving effect to such Investment, no Event of Default exists, and (ii) immediately
after giving effect to each such Investment on a Pro Forma Basis, the Consolidated Leverage Ratio as of the most recent four fiscal quarter
period preceding the date of such transaction for which financial statements were required to be delivered pursuant to Section 6.01(a) or
6.01(b) is less than or equal to 3.00:1.00.


 


For purposes of determining
compliance with this Section 7.02, in the event that a proposed Investment (or portion thereof) meets the criteria of clauses
(a) through (u) above, the Company will be entitled to classify or later reclassify (based on circumstances existing on the
date of such reclassification) such Investment (or portion thereof) between such clauses (a) through (u), in a manner that otherwise
complies with this Section 7.02.


 


		7.03	Indebtedness.



 


Create, incur, assume or
suffer to exist any Indebtedness, except:


 


(a)            Indebtedness
under (i) the Loan Documents, (ii) the Senior Notes and/or (iii) the Senior Secured Bridge Facility; provided that each
of the foregoing clauses (ii) and (iii) shall only be permitted to the extent funded into (and remaining in) escrow arrangements
reasonably satisfactory to the Company, the Lead Arrangers and the Administrative Agent;


 


(b)            Indebtedness
outstanding on the Fourth Amendment Effective Date set forth on Schedule 7.03 (and renewals, refinancings and extensions
thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or
extension except by an amount otherwise permitted by this Section 7.03 or equal to a premium or other reasonable amount
paid, and fees and expenses incurred, in connection with such refinancing, renewal or extension and by an amount equal to any
existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral
(if any) and subordination (if any), and other material terms (other than pricing, optional prepayment premiums and optional
redemption provisions) taken as a whole, of any such refinancing, renewal or extension are not materially less favorable to the Loan
Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended or otherwise
are customary for similar Indebtedness in light of then-prevailing market conditions at the time of incurrence (as determined by the
Company in good faith));


 






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(c)            intercompany
Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to an International
Subsidiary (other than a Canadian Subsidiary that is a Loan Party) such Indebtedness shall not be prepaid unless no Event of Default
exists immediately prior to or immediately after giving effect to such prepayment;


 


(d)            obligations
(contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were) entered into
by such Person in the ordinary course of business for the purpose of mitigating risks associated with liabilities, commitments, investments,
assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not
for purposes of speculation or taking a “market view”;


 


(e)            purchase
money Indebtedness (including obligations in respect of finance leases) incurred to finance the acquisition, construction, repair, replacement
or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that at the time of any
such incurrence of such Indebtedness the aggregate outstanding principal amount of all such Indebtedness in reliance on this clause (e) shall
not exceed at any one time outstanding the greater of (A) $150,000,000 and (B) 30% of Consolidated EBITDA as of the most recent
four fiscal quarter period preceding the date of such transaction for which financial statements were required to be delivered pursuant
to Section 6.01(a) or 6.01(b) on a Pro Forma Basis, determined as of the date such Indebtedness is incurred;


 


(f)            the
Long-Term Financing (and renewals, refinancings and extensions thereof; provided that (i) the amount of such Indebtedness
is not increased at the time of such refinancing, renewal or extension except by an amount otherwise permitted under this Section 7.03
or equal to a premium or other reasonable amount paid, and fees and expenses incurred, in connection with such refinancing, renewal
or extension and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount,
amortization, maturity, collateral (if any) and subordination (if any), and other material terms (other than pricing, optional prepayment
premiums and optional redemption provisions) taken as a whole, of any such refinancing, renewal or extension are not materially less
favorable to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended
or otherwise are customary for similar indebtedness in light of then-prevailing market conditions at the time of incurrence (as determined
by the Company in good faith));


 


(g)            the
Secured Foreign Credit Facilities;


 






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(h)            (i) unsecured
Indebtedness assumed in connection with an Acquisition in an aggregate principal amount not to exceed $150,000,000 at any one time outstanding
and (ii) Indebtedness of any Person that becomes a Subsidiary after the Fourth Amendment Effective Date; provided that (A) such
Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person
becoming a Subsidiary and (B) after giving effect to the Acquisition of such Subsidiary on a Pro Forma Basis, the Loan Parties are
in compliance with the financial covenants set forth in Section 7.11;


 


(i)            other
Indebtedness; provided that, at the time of any such incurrence of Indebtedness, the aggregate principal amount of Indebtedness
that is outstanding in reliance on this clause (i) shall not exceed the greater of $100,000,000 and 20% of Consolidated EBITDA as
of the most recent four fiscal quarter period preceding the date of such transaction for which financial statements were required to
be delivered pursuant to Section 6.01(a) or 6.01(b) on a Pro Forma Basis, determined as of the date such
Indebtedness is incurred;


 


(j)            Guarantees
with respect to Indebtedness permitted under this Section 7.03;


 


(k)            Indebtedness
owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company in the
ordinary course of business;


 


(l)            obligations
pursuant to (i) any Cash Management Agreement and other Indebtedness in respect of netting services, overdraft protections and similar
arrangements and Indebtedness arising from the honoring of a bank or other financial institution of a check, draft or similar instrument
drawn against insufficient funds in the ordinary course of business and (ii) Cash Pooling Arrangements (including for the avoidance
of doubt any Indebtedness arising vis a vis the Cash Pooling Arrangements providers and/or between any of the Company and/or Subsidiaries
of the Company as a whole by reason of the implementation of such Cash Pooling Arrangements);


 


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


 


(n)            (i) Indebtedness
in the form of earn-outs, indemnification, incentive, non-compete, consulting or other similar arrangements and other contingent obligations
in respect of the EuroAuction Acquisition, any other Acquisitions or any other Investments permitted by Section 7.02 (both
before and after any liability associated therewith becomes fixed) and (ii) Indebtedness arising from agreements providing for indemnification
related to sales of goods or adjustment of purchase price or similar obligations in any case incurred in connection with the Disposition
of any business, assets or Subsidiary;


 


(o)            Indebtedness
of International Subsidiaries (other than Canadian Subsidiaries) in connection with letters of credit and bank guarantees; provided that,
at the time of any such incurrence of Indebtedness, the aggregate principal amount of Indebtedness that is outstanding in reliance
on this clause (o) shall not exceed the greater of $50,000,000 and 10% of Consolidated EBITDA as of the most recent four fiscal
quarter period preceding the date of such incurrence of Indebtedness for which financial statements were required to be delivered
pursuant to Section 6.01(a) or 6.01(b) on a Pro Forma Basis, determined as of the date such
Indebtedness is incurred; and


 






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(p)            other
unsecured Indebtedness; provided that, after giving effect to the incurrence thereof on a Pro Forma Basis, the Loan Parties are
in compliance with the financial covenant set forth in Section 7.11(a).


 


For purposes of determining
compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories
of Indebtedness described in clauses (a) through (p) above, the Borrowers shall, in their sole discretion, classify and reclassify
or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount
and type of such Indebtedness in one or more of the above clauses.


 


		7.04	Fundamental Changes.



 


Merge, dissolve, liquidate,
amalgamate or consolidate with or into another Person, except that so long as no Event of Default exists or would result therefrom, (a) the
Company may merge, amalgamate or consolidate with any of its Subsidiaries provided that the Company is the continuing or surviving
Person, (b) any Subsidiary may merge or consolidate with any other Subsidiary provided that (i) if a North American
Loan Party is a party to such transaction, a North American Loan Party is the continuing or surviving Person and (ii) if a Loan
Party (other than a North American Loan Party) is a party to such transaction, a Loan Party is the continuing or surviving Person, (c) the
Company or any Subsidiary may merge with any other Person in connection with a Permitted Acquisition or other Investment permitted hereunder
provided that (i) if the Company is a party to such transaction, the Company is the continuing or surviving Person and (ii) if
a Loan Party is a party to such transaction, a Loan Party is the surviving Person, (d) any Subsidiary (other than a Borrower) may
dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable,
would not reasonably be expected to have a Material Adverse Effect, and (e) any Subsidiary (other than a Borrower) may merge, dissolve,
liquidate, amalgamate or consolidate with or into another Person to effect any Disposition permitted under Section 7.05.


 


		7.05	Dispositions.



 


Make any Disposition except:


 


(a)            Permitted
Transfers and Specified Property Sales;


 


(b)            Dispositions
made in connection with the consummation of the EuroAuction Acquisition that are necessary or advisable to comply with applicable Law
or to avoid any impediment to the consummation of the EuroAuction Acquisition under any applicable Law;


 






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(c)            Dispositions
of real property so long as the aggregate net book value of all real property sold or otherwise disposed of by the Loan Parties and their
Subsidiaries pursuant to this Section 7.05(c) after the Fourth Amendment Effective Date in any fiscal year of the Company
shall not exceed $75,000,000, and during the term of this Agreement (beginning with the Fourth Amendment Effective Date) shall not exceed
$200,000,000; and


 


(d)            other
Dispositions so long as (i) in the case of any such Dispositions involving assets with a net book value in excess of $10,000,000,
at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation
of the transaction and shall be in an amount not less than the fair market value of the property disposed of, (ii) such transaction
does not involve the sale or other disposition of a minority equity interest in any Loan Party, (iii) such transaction does not
involve a sale or other disposition of receivables other than (x) notes receivable and (y) receivables owned by or attributable
to other property concurrently being disposed of in a transaction otherwise permitted under this Section 7.05, and (iv) the
aggregate net book value of all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions
pursuant to this Section 7.05(d) after the Fourth Amendment Effective Date (x) in any fiscal year of the Company
shall not exceed $75,000,000 and (y) during the term of this Agreement shall not exceed $200,000,000; provided, that for
the purposes of clause (i) above, any Designated Non-Cash Consideration received in respect of such Disposition having an
aggregate fair market value as determined by the Company in good faith, taken together with all other Designated Non-Cash Consideration
received that is at that time outstanding, not in excess of $20,000,000, with the fair market value of each item of Designated Non-Cash
Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash.


 


		7.06	Restricted Payments.



 


Declare or make, directly
or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:


 


(a)            each
Subsidiary may make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective
holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;


 


(b)            each
Loan Party and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests
of such Person;


 


(c)            so
long as no Event of Default exists immediately prior to and immediately after giving effect thereto, the Company may make additional
Restricted Payments in an aggregate amount during any fiscal year of the Company not to exceed $250,000,000; provided that
(i) after giving effect to any such Restricted Payment on a Pro Forma Basis, the Loan Parties shall be in compliance with the
financial covenants in Section 7.11 and (ii) any unused portion of the preceding basket for any fiscal year
(commencing with the fiscal year in which the Closing Date occurred) may be carried forward to the succeeding fiscal years;
and


 






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(d)            additional
Restricted Payments shall be permitted; provided that (i) after giving effect to any such Restricted Payment on a Pro Forma
Basis, the Consolidated Leverage Ratio shall be less than or equal to 3.00 to 1.00 and (ii) no Event of Default exists immediately
prior to and immediately after giving effect thereto.


 


		7.07	Change in Nature of Business.



 


Engage in any material line
of business substantially different from those lines of business conducted by the Loan Parties and their Subsidiaries on the Fourth Amendment
Effective Date or by EuroAuction on the Fourth Amendment Effective Date or any business reasonably related or incidental, synergistic,
ancillary or complementary to any of the foregoing or constituting a reasonable extension of any of the foregoing.


 


		7.08	Transactions with Affiliates.



 


Enter into any transaction
or series of transactions with any Affiliate of such Person, whether or not in the ordinary course of business, involving aggregate consideration
in excess of $1,000,000, other than (a) advances of working capital to any Loan Party or any Subsidiary, (b) transfers of cash
and assets to any Loan Party or any Subsidiary, (c) transactions with an Affiliate permitted by Section 7.02, Section 7.03,
Section 7.04, Section 7.05 or Section 7.06, (d) normal and reasonable compensation and reimbursement
of expenses of officers and directors, (e) transactions between or among Loan Parties, or any entity that becomes a Loan Party as
a result of such transaction, and transactions between or among the Company and its Subsidiaries not involving any other Affiliate, (f) employment,
bonus, retention and severance arrangements with, and payments of compensation or benefits to or for the benefit of, or the payment of
customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, current or former employees, consultants,
officers or directors of the Company and its Subsidiaries in the ordinary course of business, (g) issuances of Equity Interests
of the Company not prohibited by this Agreement, and (h) except as otherwise specifically limited in this Agreement, other transactions
which are on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms’
length transaction with a Person other than an Affiliate. For purposes of this Section 7.08, such transaction shall be deemed
to have satisfied the standard set forth in clause (h) of this Section 7.08 if such transaction is approved by a majority
of the Disinterested Directors of the board of directors (or comparable governing body) of the Company or such Person, as applicable,
in a resolution certifying that such transaction is on terms substantially as favorable to the Company or such Person than could be obtained
on an arm’s-length basis from unrelated third parties.


 






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		7.09	Burdensome Agreements.



 


Enter into, or permit to
exist, any Contractual Obligation that (a) restricts the ability of any such Person to (i) make Restricted Payments to any
Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan
Party, (iv) pledge its property pursuant to the Loan Documents or (v) act as a Loan Party pursuant to the Loan Documents
or any renewals, refinancings, exchanges, refundings or extension thereof, except for (1) this Agreement and the other
Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 7.03(e), provided
that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith,
(3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction
contained therein relates only to the asset or assets subject to such Permitted Lien, (4) customary restrictions and conditions
contained in any agreement relating to the sale of any property permitted under Section 7.05 pending the consummation of
such sale, (5) any document or instrument governing the Long-Term Financing or any Sixth Amendment Closing Date Financing,
(6) Contractual Obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as
such Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary and the restrictions
contained therein do not apply the Company or any other Subsidiary, (7) prohibitions, restrictions and conditions imposed by
any requirement of Law, (8) agreements evidencing Indebtedness of a Subsidiary that is not a Loan Party that is permitted by Section 7.03
but only until such time (if any) as such Subsidiary becomes a Loan Party, (9) customary provisions in joint venture agreements
and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such
joint venture entered into in the ordinary course of business, (10) customary restrictions on leases, subleases, licenses or
asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (11) customary
provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Subsidiary, (12)
customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (13) customary
restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (14)
customary restrictions arising in connection with cash or other deposits permitted under Section 7.01, (15) restrictions
imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 7.03
that are, taken as a whole, in the good faith judgment of the Company, no more restrictive with respect to the Company and its
Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the
restrictions contained in this Agreement), so long as the Company shall have determined in good faith that such restrictions will
not affect its obligation or ability to make any payments required hereunder or otherwise perform its obligations hereunder or (16)
customary restrictions under agreements relating to Cash Pooling Arrangements, or (b) requires the grant of any security for
any obligation if such property is given as security for the Obligations except for any document or instrument governing the
Long-Term Financing or any Sixth Amendment Closing Date Financing.


 


		7.10	Use of Proceeds.



 


Use the proceeds of any Credit
Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within
the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund
indebtedness originally incurred for such purpose in each case in violation of Regulation U.


 






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		7.11	Financial Covenants.



 


(a)            Consolidated
Leverage Ratio. Permit the Consolidated Leverage Ratio as of the last day of any fiscal quarter of the Company to be greater than
3.50 to 1.00; provided, that upon consummation of the EuroAuction Acquisition, the Loan Parties shall not permit the Consolidated
Leverage Ratio to exceed (i) 5.00 to 1.00 as of the last day of the fiscal quarter of the Company during which the EuroAuction Acquisition
was consummated or as of the last day of any of the next three fiscal quarters of the Company thereafter, (ii) 4.00 to 1.00 as of
the last day of each of the next four fiscal quarters of the Company thereafter and (iii) 3.50 to 1.00 as of the last day of each
fiscal quarter of the Company thereafter.


 


Notwithstanding the foregoing, during
a Specified Acquisition Period, the otherwise applicable maximum Consolidated Leverage Ratio permitted above shall increase by 0.50 so
long as the Company is in compliance with the Consolidated Leverage Ratio (as adjusted for the Specified Acquisition Period) recomputed
as of the end of the period of the four fiscal quarters most recently ended for which the Company has delivered financial statements
pursuant to Section 6.01(a) or 6.01(b) after giving effect to the applicable Specified Acquisition on a
Pro Forma Basis; provided that (i) no more than one Specified Acquisition Period shall be in effect at any time, (ii) following
a Specified Acquisition Period, the maximum permitted Consolidated Leverage Ratio shall revert to the maximum Consolidated Leverage Ratio
permitted above for at least two fiscal quarters before another Specified Acquisition Period may be invoked and (iii) in no event
shall the maximum Consolidated Leverage Ratio permitted by this Section 7.11(a) exceed 5.00 to 1.00.


 


(b)            Consolidated
Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the last day of any fiscal quarter of the Company
to be less than 3.00 to 1.00.


 


		7.12	Prepayment of Certain Other
Indebtedness, Etc.



 


(a)            Unless
no Event of Default exists or would result therefrom or if such Indebtedness is Junior Financing, amend or modify any of the terms of
any Indebtedness of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents) in a manner materially
adverse to the Administrative Agent or the Lenders.


 


(b)            Unless
no Event of Default exists or would result therefrom, make any voluntary or optional prepayment or redemption or acquisition for
value of (including by way of depositing money or securities with the trustee with respect thereto before due for the purpose of
paying when due) or exchange of any Junior Financing; it being understood that each of the following shall be permitted:
(1) indemnity and expense reimbursement payments, (2) the refinancing thereof with the Net Cash Proceeds of, or in
exchange for, any Indebtedness permitted under Section 7.03, provided that (x) the amount of such
Indebtedness is not increased at the time of such refinancing except by an amount otherwise permitted by this Section 7.03
or equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such
refinancing and by an amount equal to any existing commitments unutilized thereunder and (y) the terms relating to principal
amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms (other than pricing) taken
as a whole, of any such refinancing are not materially less favorable, taken as a whole, to the Loan Parties and their Subsidiaries
or the Lenders than the terms of the Junior Financing being refinanced, (3) the conversion of any Junior Financing to common
Equity Interests of the Company, (4) the prepayment of intercompany Indebtedness of the Company or any Subsidiary owed to the
Company or any other Subsidiary or the prepayment of any other Junior Financing with the proceeds of any other Junior Financing
otherwise permitted by Section 7.03 or the net proceeds of any issuance of common Equity Interests, and (5) other
prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financing shall be permitted so long as
(A) immediately prior to and immediately after giving effect to such prepayment, redemption, purchase, defeasance or other
payment, no Event of Default exists, and (B) the Consolidated Leverage Ratio as of the most recent four fiscal quarter period
preceding the date of such transaction for which financial statements were required to be delivered pursuant to Section 6.01(a) or 6.01(b) (immediately
preceding such prepayment, redemption, acquisition, exchange, purchase, defeasance or other payment for which financial statements
are available or required to have been delivered hereunder on a Pro Forma Basis giving effect to such prepayment, redemption,
purchase, defeasance or other payment) is less than 3.00:1.00.


 






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Notwithstanding the foregoing,
in no event shall any of the actions described in this Section 7.12 be taken in violation of any applicable subordination
agreement or subordination provisions.


 


		7.13	Organization Documents;
Fiscal Year.



 


(a)            Amend,
modify or change its Organization Documents in a manner materially adverse to the Lenders.


 


(b)            Change
its fiscal year.


 


		7.14	Sanctions.



 


Directly or indirectly, use
any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or
the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction,
that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person
(including any Person participating in the transaction, whether as Lender, arranger, Administrative Agent, L/C Issuer, Swing Line Lender,
or otherwise) of Sanctions.


 


		7.15	Anti-Social Force.



 


Become a member of an Anti-Social
Group, have any Anti-Social Relationship or engage in any Anti-Social Conduct, whether directly or indirectly through a third party.


 


		7.16	Anti-Corruption Laws.



 


Directly or indirectly
use the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977,
the Corruption of Foreign Public Officials Act (Canada), the UK Bribery Act 2010 or other similar anti-corruption legislation in
other jurisdictions.


 






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		7.17	Canadian Defined Benefit
Pension Plan.



 


Maintain, contribute to,
or incur any liability or contingent liability in respect of a Canadian Defined Benefit Pension Plan.


 


Article VIII


 


EVENTS
OF DEFAULT AND REMEDIES


 


		8.01	Events of Default.



 


Any of the following shall
constitute an Event of Default:


 


(a)            Non-Payment.
Any Loan Party fails to pay (i) when and as required to be paid herein, and in the currency required hereunder, any amount of principal
of any Loan or any L/C Obligation, or (ii) within five Business Days after the same becomes due, any interest on any Loan or on
any L/C Obligation, any fee due hereunder or any other amount payable hereunder or under any other Loan Document; or


 


(b)            Specific
Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(a),
6.05(a) (with respect to the legal existence of the Borrowers only) or 6.11 or Article VII; or


 


(c)            Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such failure continues for thirty days after the earlier of
(i) the Company’s receipt of written notice thereof from the Administrative Agent or (ii) any Responsible Officer of
the Company obtains actual knowledge thereof; or


 


(d)            Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Loan
Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect in any
material respect when made or deemed made; or


 






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(e)            Cross-Default.
(i) Any Loan Party or any Subsidiary (A) fails to make any payment when due (after giving effect to the applicable grace
periods, if any) (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any
Indebtedness (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount
(including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than the Threshold Amount (any such Indebtedness, “Material Indebtedness”), or
(B) fails to observe or perform any other agreement or condition relating to any such Material Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other
event is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder
or holders) to cause after the expiration of any applicable grace or cure period therefor, with the giving of notice if required,
such Material Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or
otherwise), or an offer to repurchase, prepay, defease or redeem such Material Indebtedness to be made, prior to its stated
maturity, or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early
Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to
which any Loan Party or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event
(as so defined) under such Swap Contract as to which any Loan Party or any Subsidiary is an Affected Party (as so defined) and, in
either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the
Threshold Amount; provided with respect to either a failure or event in clause (i) or (ii), such failure or event is
unremedied or is not waived by the affected creditor before the exercise of remedies under Section 8.02; provided
further that this clause (e) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary
sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the
documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such
Indebtedness, (ii) any Indebtedness that becomes due as a result of a refinancing thereof permitted by Section 7.03,
(iii) any reimbursement obligation in respect of a letter of credit as a result of a drawing thereunder by a beneficiary
thereunder in accordance with its terms, (iv) any Indebtedness that is mandatorily prepayable prior to the scheduled maturity
thereof with the proceeds of the issuance of Equity Interests, the incurrence of other Indebtedness or the sale or other disposition
of any assets, so long as such Indebtedness that has become due is so prepaid in full with such net proceeds required to be used to
prepay such Indebtedness when due (or within any applicable grace period) and such event shall not have otherwise resulted in an
event of default with respect to Material Indebtedness, (v) any redemption, conversion or settlement of any such Indebtedness
that is convertible into Equity Interests (and cash in lieu of fractional shares) and/or cash (in lieu of such Equity Interests in
an amount determined by reference to the price of the common stock of the Company at the time of such conversion or settlement) in
the Company pursuant to its terms unless such redemption, conversion or settlement results from a default thereunder or an event of
a type that constitutes an Event of Default or a “change of control”, “fundamental change” or similar
occurrence thereunder, (vi) prepayments required by the terms of Indebtedness as a result of customary provisions in respect of
illegality, replacement of lenders and gross-up provisions for Taxes, increased costs, capital adequacy and other similar customary
requirements and (vii) any voluntary prepayment, redemption or other satisfaction of Indebtedness that becomes mandatory in
accordance with the terms of such Indebtedness solely as the result of the Company or any Subsidiary delivering a prepayment,
redemption or similar notice with respect to such prepayment, redemption or other satisfaction so long as such Indebtedness referred
to in such notice is so prepaid, redeemed or otherwise satisfied in full; or


 






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(f)            Insolvency
Proceedings, Etc. Any Loan Party or any Subsidiary (other than any Immaterial Subsidiary) institutes or consents to the
institution of any proceeding under any Debtor Relief Law, or makes an assignment or a proposal for the benefit of creditors or
files notice of its intention to do so, institutes any other proceeding under applicable Law seeking to adjudicate it a bankrupt, in concurso
mercantil, quiebra, or an insolvent, or seeking liquidation, dissolution, winding-up, reorganization, compromise,
arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors, composition of it or its debts or any
other similar relief; or applies for or consents to the appointment of any receiver, receiver-manager, receiver and manager,
trustee, custodian, administrator, conservator, liquidator, provisional liquidator, rehabilitator, síndico or similar
officer for it or for all or any material part of its property; or any receiver, receiver-manager, receiver and manager, trustee,
custodian, administrator, conservator, liquidator, provisional liquidator, examiner, rehabilitator, síndico or similar
officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for
sixty calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its
property is instituted without the consent of such Person and continues undismissed or unstayed for sixty calendar days, or an order
for relief is entered in any such proceeding; or any step or procedure taken in connection with insolvency proceedings includes a
Dutch entity having filed a notice under Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990); provided that
this clause (f) shall not apply to any transaction consummated in compliance with clause (d) or (e) of Section 7.04;
or


 


(g)            Inability
to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary (other than any Immaterial Subsidiary) becomes (or is presumed
or deemed under applicable Law to be) unable or admits in writing its inability or fails generally to pay its debts as they become due
or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of
the property of any such Person and is not released, vacated or fully bonded within thirty days after its issue or levy; or


 


(h)            Judgments.
There is entered against any Loan Party or any Subsidiary one or more final judgments or orders for the payment of money in an aggregate
amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not paid or covered by independent third-party
insurance as to which the insurer has been notified of the claim and does not dispute coverage) and such judgment or order shall not
have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of 30 consecutive days; or


 


(i)            ERISA.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be expected
to result in a Material Adverse Effect (or any similar event occurs in respect of any Foreign Plans which has resulted or would reasonably
be expected to result in a Material Adverse Effect), or (ii) the Company or any ERISA Affiliate 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 (or the Company or any Subsidiary fails to make any similar payment when due, after the expiration of
any applicable grace period, in respect of a Foreign Plan) which resulted or would reasonably be expected to result in a Material Adverse
Effect; or


 






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(j)            Canadian
Plans. An event occurs with respect to any Canadian Plan which has resulted or would reasonably be expected to result in a Material
Adverse Effect; or


 


(k)            Invalidity
of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other
than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect
or, any Lien purported to be created under any Collateral Document shall cease to be a valid Lien on any material portion of the Collateral,
except (i) as a result of the sale or other Disposition of the applicable Collateral in a transaction permitted under the
Loan Documents, or (ii) as a result of the Administrative Agent’s failure to (A) maintain possession of any stock or
other equity certificates, promissory notes or other instruments delivered to it under the Collateral Documents or (B) file Uniform
Commercial Code or PPSA continuation statements; or any Loan Party contests the validity or enforceability of any Loan Document; or any
Loan Party denies that it has any or further liability or obligation under any Loan Document; or


 


(l)            Change
of Control. There occurs any Change of Control.


 


		8.02	Remedies Upon Event of Default.



 


If any Event of Default occurs
and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or
all of the following actions:


 


(a)            declare
the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon
such commitments and obligation shall be terminated;


 


(b)            declare
the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby expressly waived by the Borrowers;


 


(c)            require
that the Company Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and


 


(d)            exercise
on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the
Loan Documents or applicable Law or at equity;


 


provided, however,
that upon the occurrence of an actual or deemed entry of an order for relief with respect to a Borrower under the Bankruptcy Code of
the United States or other applicable Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C
Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all
interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Company to Cash
Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the
Administrative Agent or any Lender; provided, further that the remedies pursuant to this Section 8.02
shall not be available to the New Term A Lenders until the date that is the earlier of (x) the end of the Availability Period
applicable thereto and (y) the funding of the New Term A Loans on the Sixth Amendment Closing Date (it being understood and
agreed that the New Term A Lenders shall expressly preserve any rights under this Section 8.02 until after such
date).


 






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		8.03	Application of Funds.



 


After the exercise of remedies
provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations
have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received
on account of the Obligations shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative
Agent in the following order:


 


First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and
disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative
Agent in its capacity as such;


 


Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter
of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders
and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described
in this clause Second payable to them;


 


Third,
to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C
Borrowings, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third
payable to them;


 


Fourth,
to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, (b) payment
of Obligations then owing under any Secured Hedge Agreements, (c) payment of Obligations then owing under any Secured Cash Management
Agreements, (d) payment of Obligations then owing under any Secured Foreign Credit Facilities (not to exceed the maximum amount
permitted under this Agreement) and (e) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount
of Letters of Credit, ratably among the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks and the Foreign Credit Facilities
Banks and the in proportion to the respective amounts described in this clause Fourth payable to them;


 


Fifth,
to all other Obligations ratably among the holders thereof in proportion to the respective amounts described in this clause Fifth
payable to them; and


 


Last,
the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Law.


 


Subject to Sections
2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to
clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on
deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be
applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party
shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be
made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this
Section.


 






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Notwithstanding the foregoing,
Obligations arising under Secured Cash Management Agreements, Secured Hedge Agreements and Secured Foreign Credit Facilities (in each
case if not provided by the Administrative Agent or an Affiliate thereof) shall be excluded from the application described above if the
Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative
Agent may request, from the applicable Cash Management Bank, Hedge Bank or Foreign Credit Facilities Bank, as the case may be. Each Cash
Management Bank, Hedge Bank or Foreign Credit Facilities Bank not a party to this Agreement that has given the notice contemplated by
the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent
pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.


 


Article IX


 


ADMINISTRATIVE
AGENT


 


		9.01	Appointment and Authority.



 


Each of the Lenders and the
L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other
Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated
to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.
The provisions of this Article (other than the Company’s consent rights in Section 9.06) are solely for the benefit
of the Administrative Agent, the Lenders and the L/C Issuer, and no Loan Party shall have rights as a third party beneficiary of any
of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or
any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended
to create or reflect only an administrative relationship between contracting parties.


 


The Administrative Agent
shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a
Lender, Swing Line Lender (if applicable), potential Hedge Banks, potential Cash Management Banks and potential Foreign Credit Facilities
Banks) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender, the
L/C Issuer and holder of any other Obligation for purposes of acquiring, holding and enforcing any and all Liens on Collateral, together
with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral
agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05
for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents,
or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits
of all provisions of this Article IX and Article XI (including Section 11.04(c), as though such co-agents,
sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with
respect thereto.


 






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Without limiting the powers
of the Administrative Agent pursuant to the terms hereof or of the other Loan Documents, for the purposes of holding any Liens granted
by any of the Loan Parties pursuant to the Collateral Documents governed by the laws of the Province of Quebec, each of the Lenders (including
in its capacity as a potential Swing Line Lender, potential Hedge Bank, potential Cash Management Bank and potential Foreign Credit Facilities
Bank) and each L/C Issuer hereby acknowledges that the Administrative Agent shall be and act as the hypothecary representative of each
of the present and future Lenders (including in its capacity as a potential Swing Line Lender, potential Hedge Bank, potential Cash Management
Bank and potential Foreign Credit Facilities Bank) and L/C Issuers for all purposes of Article 2692 of the Civil Code of Quebec
(the “Hypothecary Representative”). Each of the Lenders (including in its capacity as a potential Swing Line Lender,
potential Hedge Bank, potential Cash Management Bank and potential Foreign Credit Facilities Bank) and L/C Issuers therefore appoints,
to the extent necessary, the Administrative Agent as the Hypothecary Representative to hold the Liens created pursuant to such Collateral
Documents in order to secure the Obligations. The Administrative Agent accepts to act as Hypothecary Representative of all present and
future Lenders (including in its capacity as a potential Swing Line Lender, potential Hedge Bank, potential Cash Management Bank and
potential Foreign Credit Facilities Bank) and L/C Issuers for all purposes of Article 2692 of the Civil Code of Quebec.


 


		9.02	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, own securities of, act as the financial
advisor or in any other advisory capacity for and generally engage in any kind of business with any Loan Party 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
or to provide notice to or consent of the Lenders with respect thereto.


 


		9.03	Exculpatory Provisions.



 


The Administrative Agent
shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder
shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:


 


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


 






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(b)            shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents),
provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel,
may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance
of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification
or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and


 


(c)            shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall not
be liable for the failure to disclose, any information relating to any Loan Party 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.


 


Neither the Administrative Agent nor any of its
Related Parties shall be liable for any action taken or not taken by the Administrative Agent under or in connection with this Agreement
or any other Loan Document or the transactions contemplated hereby or thereby (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 11.01 and 8.02) or (ii) in the absence of
its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.
Any such action taken or failure to act pursuant to the foregoing shall be binding on all Lenders. The Administrative Agent shall be
deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative
Agent by the Company, a Lender or the L/C Issuer.


 


Neither the Administrative
Agent nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence
of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral
Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV
or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 






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		9.04	Reliance by Administrative
Agent.



 


 


The Administrative Agent
shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice,
request, certificate, communication, 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 be fully protected in relying 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, extension, renewal or increase of a
Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may
presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice
to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance, extension, renewal or increase 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.


 


		9.05	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 Article shall
apply to any such sub agent and to the Related Parties of the Administrative Agent and any such sub agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.
The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court
of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence
or willful misconduct in the selection of such sub-agents.


 


		9.06	Resignation of Administrative
Agent.



 


(a)            The
Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Company. Upon receipt of
any such notice of resignation, the Required Lenders shall have the right, with the consent of the Company so long as no Event of
Default under Section 8.01(a), 8.01(f) or 8.01(g) exists (such consent not to be unreasonably
withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such
bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within thirty days after the retiring Administrative Agent gives notice of its resignation (or such
earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring
Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor
Administrative Agent meeting the qualifications set forth above, provided that in no event shall any such successor
Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective
in accordance with such notice on the Resignation Effective Date.


 






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(b)            If
the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required
Lenders may, to the extent permitted by applicable Law, by notice in writing to the Company and such Person remove such Person as Administrative
Agent and, with the consent of the Company so long as no Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) exists
(such consent not to be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by
the Required Lenders and shall have accepted such appointment within thirty days (or such earlier day as shall be agreed by the Required
Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such
notice on the Removal Effective Date.


 


(c)            With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative
Agent 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 Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the
retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative
Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative
Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be
made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative
Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative
Agent (other than as provided in Section 3.01(j) and other than any rights to indemnity payments or other amounts owed
to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and
the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other
Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Company to a successor
Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor.
After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions
of this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative
Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while
the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as
long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (A) acting as collateral
agent or otherwise holding any collateral security on behalf of any of the Lenders and (B) in respect of any actions taken in connection
with transferring the agency to any successor Administrative Agent.


 






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(d)            Any
resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer
and Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of
the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer
and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or Canadian Prime Rate
Loans, as applicable, or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America
resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line
Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Revolving
A Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04A(c), 2.04B(c), 2.04C(c) and
2.04D(c). Upon the appointment by the Company of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall
in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (ii) the retiring L/C Issuer
and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents
and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank
of America with respect to such Letters of Credit.


 


		9.07	Non-Reliance on Administrative
Agent and Other Lenders.



 


Each Lender and the L/C
Issuer expressly acknowledges that none of the Administrative Agent nor the Lead Arrangers has made any representation or warranty
to it, and that no act by the Administrative Agent or the Lead Arrangers hereafter taken, including any consent to, and acceptance
of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any
representation or warranty by the Administrative Agent or the Lead Arrangers to any Lender or the L/C Issuer as to any matter,
including whether the Administrative Agent or the Lead Arrangers have disclosed material information in their (or their Related
Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Lead Arrangers that it
has, independently and without reliance upon the Administrative Agent, the Lead Arrangers, any other Lender or any of their Related
Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and
investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan
Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby,
and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Lender and the L/C Issuer
also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Lead Arrangers, any other
Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate,
continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this
Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such
investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other
condition and creditworthiness of the Loan Parties. Each Lender and the L/C Issuer represents and warrants that (i) the Loan
Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding
commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making,
acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or L/C
Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the
L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and the L/C Issuer represents and warrants
that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set
forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Person exercising discretion in making
its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making,
acquiring or holding such commercial loans or providing such other facilities.


 






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		9.08	No Other Duties; Etc.



 


Anything herein to the contrary
notwithstanding, none of the bookrunners, arrangers, syndication agents, documentation agents or co-agents 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 L/C Issuer hereunder.


 


		9.09	Administrative Agent May File
Proofs of Claim; Credit Bidding.



 


In case of the pendency of
any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective
of whether the principal of any Loan or L/C 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, 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, L/C 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 L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts
due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(h), 2.03(i), 2.09 and 11.04)
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
the L/C Issuer 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 L/C Issuer, 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 Sections 2.09 and 11.04.


 






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Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C
Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the
L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.


 


The holders of the Obligations
hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of
the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed
in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or
any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States,
including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions
to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by
(or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any
applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the holders thereof shall be entitled to
be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent
interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to
the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased
(or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In
connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a
bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles provided that any actions
by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests
thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement
and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a)(i) through (a)(vi) of
Section 11.01, and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to
acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the
acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically
be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of
the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Lender or
any acquisition vehicle to take any further action.


 


		9.10	Collateral and Guaranty
Matters.



 


Without limiting the
provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank, a
potential Hedge Bank and a potential Foreign Credit Facilities Bank) and the L/C Issuer irrevocably authorize the Administrative
Agent, at its option and in its discretion to, and the Administrative Agent shall:


 


(a)            release
any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the Facility Termination
Date, (ii) that is sold or otherwise Disposed of as part of or in connection with any sale or other disposition permitted hereunder
or under any other Loan Document or any Recovery Event, or (iii) as approved in accordance with Section 11.01;


 






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(b)            subordinate
any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property
that is permitted by Section 7.01(i); and


 


(c)            release
any Guarantor from its obligations under the Guaranty if (i) the Company requests such release on the basis that such Guarantor
is not a Material Subsidiary under clause (b) of the definition of “Material Subsidiary” or, except as provided in Section 6.13(b),
has otherwise become an Excluded Subsidiary in a transaction permitted by this Agreement or (ii) such Person ceases to be a Subsidiary
as a result of a transaction permitted under the Loan Documents.


 


Upon request by the Administrative
Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate
its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty, pursuant
to this Section 9.10.


 


The Administrative Agent
shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value
or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate
prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any
failure to monitor or maintain any portion of the Collateral.


 


		9.11	Secured Cash Management
Agreements and Secured Hedge Agreements.



 


No Cash Management Bank,
Hedge Bank or Foreign Credit Facilities Bank that obtains the benefit of Section 8.03, the Guaranty or any Collateral by
virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or
object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or
impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of
the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly
provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the
Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with
respect to, Obligations arising under Secured Cash Management Agreements, Secured Hedge Agreements or Secured Foreign Credit
Facilities except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party
Designation Notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from
the applicable Cash Management Bank, Hedge Bank or Foreign Credit Facilities Bank, as the case may be. The Administrative Agent
shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations
arising under Secured Cash Management Agreements, Secured Hedge Agreements or Secured Foreign Credit Facilities in the case of the
Facility Termination Date. Each Lender hereby acknowledges and agrees (including on behalf of any of its Affiliates that may be a
Cash Management Bank, Hedge Bank or Foreign Credit Facilities Bank) that (x) obligations of the Company or any of its
Subsidiaries under any Secured Cash Management Agreement, Secured Hedge Agreement or Secured Foreign Credit Facility shall be
secured and guaranteed pursuant to the Collateral Documents to the extent that, and for so long as, the other Obligations are so
secured and guaranteed and (y) any release of Collateral or Guarantors effected in a manner permitted by this Agreement shall
not require the consent of holders of obligations under Secured Cash Management Agreements, Secured Hedge Agreements or Secured
Foreign Credit Facilities in their capacities as such.


 






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		9.12	ERISA Matters.



 


(a)            Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Loan Party, that at least one of the following
is and will be true:


 


(i)            such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters
of Credit, the Commitments, or this agreement,


 


(ii)            the
transaction exemption set forth in one or more PTEs, such as PTE 84–14 (a class exemption for certain transactions determined by
independent qualified professional asset managers), PTE 95–60 (a class exemption for certain transactions involving insurance company
general accounts), PTE 90–1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91–38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96–23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


 


(iii)            (A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of
PTE 84–14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter
into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this
Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84–14 and (D) to the
best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84–14 are satisfied with respect
to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the
Commitments and this Agreement, or


 






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(iv)            such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender.


 


(b)            In
addition, unless either (1) clause (i) in the immediately preceding clause (a) is true with respect to a
Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with clause (iv) in
the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became
a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases
being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit
of the Borrowers or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender
involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit,
the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent
under this Agreement, any Loan Document or any documents related hereto or thereto).


 


		9.13	Recovery of Erroneous Payments.



 


Without limitation of any
other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender Party, whether
or not in respect of an Obligation due and owing by a Borrower at such time, where such payment is a Rescindable Amount, then in any
such event, each Lender Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand
the Rescindable Amount received by such Lender Party in Same Day Funds in the currency so received, with interest thereon, for each day
from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent,
at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation. Each Lender Party irrevocably waives any and all defenses, including any “discharge for value” (under
which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another)
or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender Party promptly
upon determining that any payment made to such Lender Party comprised, in whole or in part, a Rescindable Amount.


 


		9.14	Intercreditor Agreements.



 


Each of the Lenders
hereby agrees to be bound by the terms of any Intercreditor Agreement and hereby authorizes and directs the Administrative Agent to
enter into any Intercreditor Agreement on behalf of such Lender and agrees that the Administrative Agent may take such actions on
its behalf as is contemplated by the terms of any Intercreditor Agreement. In addition, each Lender and the Administrative Agent
acknowledges and agrees that (a) the rights and remedies of the Administrative Agent and Lenders hereunder and under the other
Loan Documents are subject to any such Intercreditor Agreement and (b) notwithstanding anything contained in the Loan Documents
to the contrary, in the event of a conflict between any provisions in such Intercreditor Agreement and any provisions in any Loan
Document with respect to the priority of any liens granted to the Administrative Agent and/or the exercise of any rights and
remedies of the Administrative Agent, the Intercreditor Agreement shall control.


 






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Article X


 


GUARANTY


 


		10.01	The Guaranty.



 


Each of the Guarantors hereby
jointly and severally guarantees to each Lender, the L/C Issuer and each other holder of Obligations as hereinafter provided, as primary
obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment,
by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby
further agree that (a) if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment,
by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same,
without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations,
the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory
cash collateralization or otherwise) in accordance with the terms of such extension or renewal; and (b) if an Ipso Facto Event has
occurred, then immediately on demand by the Administrative Agent that Guarantor shall pay all Loans, accrued interest and other amounts
referred to in Section 8.02(b) as if it was the principal obligor.


 


Notwithstanding any provision
to the contrary contained herein (including Sections 6.13 and 6.14) or in any other of the Loan Documents or the other
documents relating to the Obligations, (a) the obligations of each Guarantor under this Agreement and the other Loan Documents shall
not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable
Debtor Relief Laws and (b) any CFC, U.S. Subsidiary all or substantially all of the assets of which consist of the Equity Interests
of one or more CFCs, or U.S. Subsidiary that is a Subsidiary of a CFC only shall have liability for the Obligations of (i) the Company,
(ii) Designated Borrowers that are not U.S. Persons and (iii) any Subsidiary of the Company under any Secured Foreign Credit
Facility, and each such CFC or U.S. Subsidiary shall not have liability for the Obligations of Loan Parties that are U.S. Persons. Subsection
(b) of the preceding sentence is intended to ensure that the Guaranty does not and will not constitute a pledge or guaranty
described in Treas. Reg. Section 1.956-2(c)(2) and shall be interpreted consistently therewith.


 


		10.02	Obligations Unconditional.



 


The obligations of the
Guarantors under Section 10.01 are joint and several, and, subject to Section 10.09 and the other
limitations herein, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of
any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of
any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective
of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution
against the Company or any other Loan Party for amounts paid under this Article X until such time as the Obligations
(other than contingent indemnification obligations for which no claim has been asserted) have been paid in full and the Commitments
have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by
Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which
shall remain absolute and unconditional as described above:


 






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(a)            at
any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations
shall be extended, renewed, settled or such performance or compliance shall be waived;


 


(b)            any
of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done
or omitted;


 


(c)            the
maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any
respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee
of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with;


 


(d)            any
Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations
shall fail to attach or be perfected; or


 


(e)            any
of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be
subordinated to the claims of any Person (including any creditor of any Guarantor).


 


With respect to its obligations
hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and
any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against
any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other
guarantee of, or security for, any of the Obligations.


 


		10.03	Reinstatement.



 


The obligations of each
Guarantor under this Article X shall be automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the
Obligations, whether as a result of any Debtor Relief Law or otherwise, and each Guarantor agrees that it will indemnify the
Administrative Agent and each other holder of the Obligations on demand for all reasonable costs and expenses (including the fees,
charges and disbursements of counsel) incurred by the Administrative Agent or such holder of the Obligations in connection with such
rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment
constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law.


 






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		10.04	Certain Additional Waivers.



 


Each Guarantor agrees that
such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation
pursuant to Section 10.02 and through the exercise of rights of contribution pursuant to Section 10.06.


 


		10.05	Remedies.



 


The Guarantors agree that,
to the fullest extent permitted by Law, as between the Guarantors, on the one hand, and the Administrative Agent and the other holders
of the Obligations, on the other hand, the Obligations may be declared to be forthwith due and payable as specified in Section 8.02
(and shall be deemed to have become automatically due and payable in the circumstances specified in Section 8.02) for
purposes of Section 10.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing
the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or
the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other
Person) shall forthwith become due and payable by the Guarantors for purposes of Section 10.01. The Guarantors acknowledge
and agree that their obligations hereunder shall be secured in accordance with the terms of the Collateral Documents and that the holders
of the Obligations may exercise their remedies thereunder in accordance with the terms thereof.




 






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		10.06	Rights of Contribution.



 


The Guarantors hereby
agree as among themselves that, if any Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right
of contribution from each other Guarantor in an amount equal to such other Guarantor’s Contribution Share (as defined below)
of such Excess Payment. The payment obligations of any Guarantor under this Section 10.06 shall be subordinate and
subject in right of payment to the Obligations until such time as the Obligations have been paid-in-full and the Commitments have
terminated, and none of the Guarantors shall exercise any right or remedy under this Section 10.06 against any other
Guarantor until such Obligations have been paid-in-full and the Commitments have terminated. For purposes of this Section 10.06,
(a) “Excess Payment” shall mean the amount paid by any Guarantor in excess of its Ratable Share of any
Obligations; (b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the
ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) the amount by which the aggregate
present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor
(including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor
hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of
the Loan Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and
unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however,
that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that
became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment
and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such
Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in
respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess
Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the
amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities,
but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value
of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the
debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of
the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for
purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a
Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess
Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such
Guarantor in connection with such Excess Payment. This Section 10.06 shall not be deemed to affect any right of
subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against any Borrower in respect of any
payment of Obligations.


 


 


		10.07	Guarantee of Payment; Continuing
Guarantee.



 


The guarantee in this Article X
is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to the Obligations whenever arising.


 


		10.08	Keepwell.



 


Each Loan Party that is a
Qualified ECP Guarantor at the time the Guaranty in this Article X by any Loan Party that is not then an “eligible
contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security
interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation,
hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified
Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations
under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that
can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X
voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified
ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly paid and performed
in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a “keepwell,
support, or other agreement” for the benefit of each Specified Loan Party for all purposes of the Commodity Exchange Act.


 






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		10.09	Release of Guarantors.



 


A Guarantor (other than the
Company) shall be automatically released from its obligations hereunder in the event that such Person ceases to be a Subsidiary as a
result of a transaction permitted under this Agreement or such Guarantor shall be liquidated in a transaction permitted by Section 7.04.
Upon the written request by the Company delivered to the Administrative Agent, a Guarantor (other than a North American Loan Party) shall
be released from its obligations under this Article X in the event that a Guaranty by such Guarantor is not required to comply
with the Minimum Guaranty Requirement. In connection with any such release of a Guarantor, the Administrative Agent shall execute and
deliver to such Guarantor, at the Company’s and such Guarantor’s expense, all releases, termination statements and other
documents that such Guarantor shall reasonably request to evidence such release.


 


		10.10	Waivers by Mexican Guarantors.



 


Each Mexican Guarantor expressly
waives, irrevocably and unconditionally:


 


(a)            any
right, power or privilege to require any Lender or the Administrative Agent to first proceed against, initiate any actions before a court
or any other judge or authority, or enforce any other rights or security or claim of payment from any Borrower, any other Guarantor or
any other Person, before claiming any amounts due from such Mexican Guarantor hereunder;


 


(b)            any
right to which any Lender or the Administrative Agent may be entitled to have the assets of any Borrower, any Guarantor or any other
Person first be used, applied or depleted as payment of the Borrowers’ or the other Guarantors’ Obligations hereunder, prior
to any amount being claimed from or paid by such Mexican Guarantor hereunder;


 


(c)            any
right to which any Lender or the Administrative Agent may be entitled to have claims against such Mexican Guarantor, or assets to be
used or applied as payment, divided among different Guarantors; and


 


(d)            the
benefits of orden, excusión, division, quita, novación, espera and/or modificación
and any right specified in Articles 2813, 2814, 2815, 2816, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2827, 2829, 2837, 2838,
2839, 2840, 2844, 2845, 2846, 2847, 2848 and 2849 and any other related or applicable Articles that are not explicitly set forth herein
because of the Mexican Guarantor’s knowledge thereof, of the Código Civil Federal of Mexico and the Código
Civil of each State of the Mexican Republic and Mexico City.


 


		10.11	Guarantees by Irish Guarantors.



 


The guarantee by any Irish
Guarantor under this Article X does not apply to any Obligation (a) to the extent that it would result in such guarantee
constituting unlawful financial assistance within the meaning of section 82 of the Companies Act 2014 of Ireland or (b) which relates
to a standby Letter of Credit which is issued to a beneficiary resident in Ireland or, where the beneficiary is a legal person, if its
place of establishment to which the standby Letter of Credit relates is in Ireland.


 






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Article XI


 


MISCELLANEOUS


 


		11.01	Amendments, Etc.



 


Except as provided in Section 2.16
with respect to an Incremental Facility Amendment and except as provided in Section 3.03(c), no amendment or waiver of
any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective
unless in writing signed by the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) and the Company
or the applicable Loan Party, as the case may be (with a copy provided to the Administrative Agent) and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for which given; provided, however, that


 


(a)            no
such amendment, waiver or consent shall:


 


(i)            extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written
consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02,
Section 4.03 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments
of any Lender);


 


(ii)            postpone
any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest,
fees or other amounts due to the Lenders (or any of them) or any scheduled reduction of the Commitments hereunder or under any other
Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;


 


(iii)            reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (i) of the final
proviso of this first sentence of this Section 11.01) any fees or other amounts payable hereunder or under any other Loan
Document without the written consent of each Lender entitled to receive such amount; provided, however, that (A) only
the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation
of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate and (B) an amendment to any financial covenant hereunder
(or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing
or to reduce any fee payable hereunder shall not be deemed to be a reduction of the principal of, or the rate of interest specified herein
on, any Loan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Loan Document;


 


(iv)            (A) change Section 8.03
in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly
and adversely affected thereby, (B) subordinate, or have the effect of subordinating, in right of payment, the Obligations
hereunder to any other Indebtedness without the written consent of each Lender directly and adversely affected thereby or
(C) except as contemplated in Section 9.10, subordinate, or have the effect of subordinating, the Liens securing
the Obligations to Liens securing any other Indebtedness without the written consent of each Lender directly and adversely affected
thereby;


 






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(v)            change
any provision of this Section 11.01(a) or the percentage referred to in the definition of “Required Lenders”
without the written consent of each Lender directly and adversely affected thereby;


 


(vi)            except
as provided in this Agreement, release all or substantially all of the Collateral without the written consent of each Lender whose Obligations
are secured by such Collateral;


 


(vii)            release
the Company without the consent of each Lender, or, except in connection with a transaction permitted under Section 7.04
or Section 7.05, all or substantially all of the value of the Guaranty without the written consent of each Lender whose Obligations
are guaranteed thereby, except to the extent such release is permitted pursuant to Section 9.10 (in which case such release
may be made by the Administrative Agent acting alone);


 


(viii)            amend
Section 1.06 or the definition of “Alternative Currency” without the written consent of each Lender and L/C Issuer
obligated to make Credit Extensions in Alternative Currencies;


 


(ix)            amend
Section 2.17 in any manner that modifies the requirement that all Lenders that would be obligated to make Loans to a Designated
Borrower must agree to the addition of such Designated Borrower; or


 


(b)            unless
also signed by the L/C Issuer, no amendment, waiver or consent shall affect the rights or duties of the L/C Issuer under this Agreement
or any Issuer Document relating to any Letter of Credit issued or to be issued by it;


 


(c)            unless
also signed by the Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of the Swing Line Lender under
this Agreement; and


 


(d)            unless
also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent
under this Agreement or any other Loan Document;


 


provided, further,
that notwithstanding anything to the contrary herein, (i) the Fee Letter and any Autoborrow Agreement may be amended, or rights
or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) each Lender is entitled to vote as
such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions
of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth
herein, (iii) Incremental Facility Amendments may be effected in accordance with Section 2.16, (iv) the
Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or
insolvency proceeding and such determination shall be binding on all of the Lenders, and (v)(A) the L/C Commitment reflected on Schedule
1.01(a) may be amended from time to time by the Company, the Administrative Agent and the applicable L/C Issuer, to reflect
the L/C Commitment of such L/C Issuer in effect from time to time, (B) the U.S. Swing Line Commitment reflected on Schedule
1.01(a) may be amended from time to time by the Company, the Administrative Agent and the U.S. Swing Line Lender to reflect
the U.S. Swing Line Commitment of the U.S. Swing Line Lender in effect from time to time, (C) the Canadian Swing Line
Commitment reflected on Schedule 1.01(a) may be amended from time to time by the Company, the Administrative Agent and
the Canadian Swing Line Lender to reflect the Canadian Swing Line Commitment of the Canadian Swing Line Lender in effect from time
to time, (D) the UK Swing Line Commitment reflected on Schedule 1.01(a) may be amended from time to time by the
Company, the Administrative Agent and the UK Swing Line Lender to reflect the UK Swing Line Commitment of the UK Swing Line Lender
in effect from time to time, and (E) the Dutch Swing Line Commitment reflected on Schedule 1.01(a) may be amended
from time to time by the Company, the Administrative Agent and the Dutch Swing Line Lender to reflect the Dutch Swing Line
Commitment of the Dutch Swing Line Lender in effect from time to time.


 






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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 such 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 such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of
such Defaulting Lender.


 


Notwithstanding any provision
herein to the contrary, this Agreement may be amended with the written consent of the Administrative Agent, the L/C Issuer, the Company
and the Lenders obligated to make Credit Extensions in Alternative Currencies to amend the definition of “Alternative Currency”,
 “Alternative Currency Daily Rate” or “Alternative Currency Term Rate” solely to add additional currency options
and the applicable interest rate with respect thereto, in each case solely to the extent permitted pursuant to Section 1.06.


 


In addition,
notwithstanding anything else to the contrary contained in this Section 11.01, (a) if the Administrative Agent and
the Company shall have jointly identified any error or omission of a technical nature in any provision of the Loan Documents, then
the Administrative Agent and the Company shall be permitted to amend such provision and such amendment shall become effective
without any further action or consent of any other party to any Loan Documents, (b) in addition to (but not in limitation of)
the provisions of clause (e) below, the Administrative Agent and the Company shall be permitted to amend any provision of any
Collateral Document to better implement the intentions of this Agreement and the other Loan Documents, and in each case, such
amendments shall become effective without any further action or consent of any other party to any Loan Document if the same is not
objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof, (c) if
any amendment to this Agreement is required solely to permit the designation of a Designated Borrower in accordance with Section 2.17,
then such amendment shall be effective to the extent contained in the related Designated Borrower Joinder Agreement that is executed
by the Company, the applicable Applicant Borrower, the Administrative Agent and each Lender obligated to make Loans to such
Designated Borrower, (d) the Administrative Agent and the Company shall be permitted to amend the this Agreement in connection
with the joinder of a new Guarantor to the extent necessary to ensure that the Guaranty by such new Guarantor complies with any
limitations imposed by applicable Law, (e) Collateral Documents and related documents executed by Loan Parties in connection
with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived
with the consent of the Administrative Agent and the applicable Loan Party without the need to obtain the consent of any other
Person if such amendment, supplement or waiver is delivered in order to comply with local law or advice of local counsel or is
expressly contemplated by the applicable Loan Document, (f) the Administrative Agent and the Company may make amendments
contemplated by Section 3.03 and (g) this Agreement may be amended or amended and restated without the consent of
any Lender (but with the consent of the Company and the Administrative Agent) if, upon giving effect to such amendment or amendment
and restatement, such Lender shall no longer be a party to this Agreement (as so amended or amended and restated), the Commitments
of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been
paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement. The Lenders
hereby expressly authorize the Administrative Agent to enter into any amendment to the Loan Documents contemplated by this
paragraph.


 






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		11.02	Notices; Effectiveness; Electronic
Communications.



 


(a)            Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided
in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or e-mail transmission as follows, and
all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone
number, as follows:


 


(i)            if
to any Loan Party, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, facsimile number, e-mail address
or telephone number specified for such Person on Schedule 11.02; and


 


(ii)            if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire
(including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in
effect for the delivery of notices that may contain material non-public information relating to the Company).


 


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


 






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(b)            Electronic
Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e mail, FpML messaging, 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 L/C Issuer pursuant to Article II if such
Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by
electronic communication. The Administrative Agent, the Swing Line Lender, the L/C Issuer or the Company may each, in its discretion,
agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices or communications.


 


Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement) 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; provided that, for both
clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of
the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business
day for the recipient.


 


(c)            The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMPANY MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE COMPANY MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS
OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE COMPANY MATERIALS OR THE
PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent
Parties”) have any liability to the Company, any Lender, the L/C Issuer or any other Person for losses, claims, damages,
liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Loan Party’s or the
Administrative Agent’s transmission of Company Materials or notices through the Platform, any other electronic platform or
electronic messaging service, or through the Internet, except to the extent that such losses, claims, damages, liabilities or
expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Agent Party or such Agent Party’s breach in bad faith of its obligations hereunder; provided, however,
that in no event shall any Agent Party have any liability to the Company, any Lender, any L/C Issuer or any other Person for
indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).


 






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(d)            Change
of Address, Etc. Each of the Borrowers may change its address, facsimile or telephone number for notices and other communications
hereunder by notice to the Administrative Agent. Each of the Administrative Agent, the L/C Issuer and the Swing Line Lender may change
its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each
other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Company,
the Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent
from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number,
facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions
for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at
all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform
in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable
Law, including United States Federal and state securities Laws, to make reference to Company Materials that are not made available through
the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to
the Company or its securities for purposes of United States Federal or state securities Laws.


 


(e)            Reliance
by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely
and act upon any notices (including telephonic Loan Notices, Letter of Credit Applications and Swing Line Loan Notices) purportedly given
by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied
from any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related
Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly
given by or on behalf of a Loan Party; provided that such indemnity shall not be available to the extent that such losses, costs,
expenses and liabilities 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 Person and its Related Parties. All telephonic notices to and other telephonic communications
with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.


 


		11.03	No Waiver; Cumulative Remedies;
Enforcement.



 


No failure by any
Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy,
power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder or under any other Loan Document (including the imposition of the
Default Rate) preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The
rights, remedies, powers and privileges herein provided, and provided under each other Loan Document are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by Law.


 






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Notwithstanding anything
to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the
other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in
connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02
for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the
Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative
Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and
remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under
the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to
the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own
behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further,
that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the
Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in
addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13,
any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required
Lenders.


 


		11.04	Expenses; Indemnity; Damage
Waiver.



 


(a)            Costs
and Expenses. The Loan Parties shall pay (i) all reasonable and documented 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
reasonable and documented out of pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or
extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out of pocket
expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the reasonable and documented fees, charges
and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) 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 reasonable and
documented out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of
Credit; provided that pursuant to this subsection (a), the Loan Parties shall not be required to reimburse such fees, charges
and disbursements of more than one counsel to the Administrative Agent, the L/C Issuer and all the Lenders, taken as a whole, and if
necessary, one local counsel in any relevant jurisdiction, to the Administrative Agent, the L/C Issuer and the Lenders, taken as a
whole, unless the representation of one or more Lenders by such counsel would be inappropriate due to the existence of an actual or
perceived conflict of interest, in which case, upon prior written notice to the Company, the Loan Parties shall also be required to
reimburse the reasonable and documented out of pocket fees, charges and disbursements of one additional counsel in each relevant
jurisdiction to each group of affected Lenders similarly situated, taken as a whole.


 






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(b)            Indemnification
by the Loan Parties. Upon receipt of a written request therefor together with supporting documentation, the Loan Parties shall
indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, 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 reasonable and documented fees, charges
and disbursements of one counsel to the Indemnitees, taken as a whole, and if necessary, one local counsel in each relevant
jurisdiction, to the Indemnitees, taken as a whole, unless the representation of one or more Indemnitees by such counsel would be
inappropriate due to the existence of an actual or perceived conflict of interest, in which case, upon prior written notice to the
Company, the Loan Parties shall also be required to reimburse the reasonable and documented fees, charges and disbursements of one
additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated, taken as a whole)
incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any 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 by the parties hereto of their respective obligations hereunder or thereunder, the
consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent
thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of
any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the
proceeds therefrom (including any refusal by the L/C Issuer 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) any actual or
alleged presence or release of Hazardous Materials on or from any property owned or operated by a Loan Party or any of its
Subsidiaries, or any Environmental Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual
or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party
thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR
SOLE NEGLIGENCE OF THE INDEMNITEE; 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, bad faith or willful misconduct of such Indemnitee,
(y) result from a claim brought by any Loan Party against an Indemnitee for material breach of such Indemnitee’s
obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its
favor on such claim as determined by a court of competent jurisdiction or (z) arise from such Indemnitee’s claim,
litigation, investigation or proceeding against any other Indemnitee (except when and to the extent that one of the Indemnitees
party to such claim, litigation, investigation or proceeding was acting in its capacity or in fulfilling its role as Administrative
Agent, a Lead Arranger, L/C Issuer, Swing Line Lender or any similar role, and except for any claim, litigation, investigation or
proceeding that does not involve any act or omission of the Company or any of its Affiliates). Without limiting the provisions of Section 3.01(f),
this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims,
damages, etc. arising from any non-Tax claim.


 






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(c)            Reimbursement
by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or
(b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line
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 L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of
the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit
Exposures of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such
Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought), provided, further 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), the L/C Issuer or the Swing Line 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), the L/C Issuer or the Swing Line Lender in connection with
such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).


 


(d)            Waiver
of Consequential Damages, Etc. Without limiting the Loan Parties’ indemnification obligations above, to the fullest extent
permitted by applicable Law, no party hereto shall assert, and each other party hereto hereby waives, any claim against any other
party hereto (or any Indemnitee or any Loan Party or Subsidiary thereof), 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 (other than in respect of any such damages incurred or paid
by an Indemnitee to a third party and to which such Indemnitee is otherwise entitled to indemnification as provided above). No
Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials
distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or
thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such
Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.


 






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(e)            Payments.
All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.


 


(f)            Survival.
The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of
the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Commitments
and the repayment, satisfaction or discharge of all the other Obligations.


 


		11.05	Payments Set Aside.



 


To the extent that any payment
by or on behalf of any Loan Party is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the
L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the
Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection
with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof
originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such
setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand
its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon
from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to
time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders and the L/C Issuer under clause
(b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.


 


		11.06	Successors and Assigns.



 


(a)            Successors
and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the
benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except as permitted by Section 7.04,
that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder or thereunder 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 subsection (b) of this Section, (ii) by way
of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or
assignment of a security interest subject to the restrictions of subsection (e) of this Section (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 subsection (d) of this Section and, to the extent expressly contemplated hereby,
the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.


 






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(b)            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 and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection
(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment
shall be subject to the following conditions:


 


(i)            Minimum
Amounts.


 


(A)            in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the related Loans at the time
owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such Assignment) that equal at
least the amount specified in subsection (b)(i)(B) of this Section in the aggregate 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 subsection (b)(i)(A) of this Section, 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 with respect to
such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption,
as of the Trade Date, shall not be less than $5,000,000 in the case of any assignment in respect of a Commitment (and the related Loans
thereunder) unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing under Section 8.01(a),
8.01(f) or 8.01(g), the Company 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 Loans
and Commitments, and rights and obligations with respect thereto, assigned, except that this clause (ii) shall not (A) apply
to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning
all or a portion of its rights and obligations in respect of its Revolving A Commitment (and the related Revolving A Loans thereunder),
its Revolving B Commitment (and the related Revolving B Loans thereunder), its Revolving C Commitment (and the related Revolving C Loans
thereunder) and its outstanding Term Loans on a non-pro rata basis.


 






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(iii)            Required
Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this
Section and, in addition:


 


(A)            the
consent of the Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default
has occurred and is continuing under Section 8.01(a), 8.01(f) or 8.01(g) at the time of such assignment
or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Company shall be deemed
to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business
Days after having received written notice thereof;


 


(B)            the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect
of (1) any unfunded Delayed-Draw Term Loan Commitment or New Term A Loan Commitment, any Revolving A Commitment, any Revolving B
Commitment or any Revolving C Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable
facility subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term
Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and


 


(C)            the
consent of the L/C Issuer and the Swing Line Lender shall be required for any assignment in respect of Revolving A Loans and Revolving
A Commitments (each such consent not to be unreasonably withheld or delayed).


 


(iv)            Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent
may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


 


(v)            No
Assignment to Certain Persons. No such assignment shall be made to (A) the Company or any of the Company’s Affiliates
or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would
constitute any of the foregoing Persons described in this clause (B), or (C) a natural Person (or a holding company, investment
vehicle or trust for, or owned and operated for the primary benefit of a natural Person).


 


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


 






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Notwithstanding the foregoing
provisions of this Section 11.06(b) or anything to the contrary in this Agreement or any other Loan Document, no consent of
the Company, the Administrative Agent, any L/C Issuer or any other Person shall be required in connection with the assignment of any
Commitment or Loan by a GS Principal Investor to any Other GS Principal Investor.


 


Subject to acceptance and
recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04,
3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided,
that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a
waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request,
each applicable Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender
of rights or obligations under this Agreement that does not comply with this subsection 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 subsection (d) of this Section.


 


(c)            Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrowers (and such agency being solely for tax
purposes), shall maintain at the Administrative Agent’s Office in the United States a copy of each Assignment and Assumption
delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the
Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive
absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in
the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Company and any Lender at any reasonable time and from time to time upon reasonable prior notice.


 






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(d)            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 a holding company, investment vehicle or trust for, or owned and operated for the primary benefit
of a natural Person), a Defaulting Lender or the Company or any of the Company’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 (including such Lender’s participations in L/C Obligations and/or Swing Line 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 L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without
regard to the existence of any participation.


 


Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that
such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification described in Section 11.01(a) that affects such Participant. The Borrowers agrees that
each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being
understood that the documentation required under Section 3.01(h) shall be delivered to the Lender who sells the
participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph
(b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections
3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled
to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from
whom it acquired the applicable participation 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 Company’s request and expense, to use reasonable efforts to cooperate with the
Company to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by Law,
each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided
that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a
participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it
enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest
in the 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.


 






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(e)            Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) 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.


 


(f)            Resignation
as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a
Lender acting as an L/C Issuer or the Swing Line Lender assigns all of its Revolving A Commitment and Revolving A Loans pursuant to subsection
(b) above, such Lender may, (i) upon thirty days’ notice to the Company and the Lenders, resign as an L/C Issuer
and/or (ii) upon thirty days’ notice to the Company, resign as the Swing Line Lender. In the event of any such
resignation as an L/C Issuer or the Swing Line Lender, the Company shall be entitled to appoint from among the Lenders (with such
Lender’s consent) a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that (x) no
failure by the Company to appoint any such successor shall affect the resignation of such Lender as an L/C Issuer or the Swing Line
Lender, as the case may be, and (y) any successor L/C Issuer must be approved by the Administrative Agent (such approval to not
be unreasonably withheld, conditioned or delayed). If a Lender resigns as an L/C Issuer, it shall retain all the rights, powers,
privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the
effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the
Revolving A Lenders to make Base Rate Loans or Canadian Prime Rate Loans, as applicable, or fund risk participations in Unreimbursed
Amounts pursuant to Section 2.03(c)). If a Lender resigns as the Swing Line Lender, it shall retain all the rights of
the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of
such resignation, including the right to require the Revolving A Lenders to make Revolving A Loans or fund risk participations in
outstanding Swing Line Loans pursuant to Section 2.04A(c), 2.04B(c), 2.04C(c) and/or 2.04D(c),
as applicable. Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, and the acceptance of such appointment by
the applicable Lender, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of
the resigning L/C Issuer or Swing Line Lender, as the case may be. At the option of the Company, a successor L/C Issuer or another
existing L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the resigning L/C
Issuer and outstanding at the time of such resignation or make other arrangements satisfactory to the resigning L/C Issuer to
effectively assume the obligations of the resigning L/C Issuer with respect to such Letters of Credit.


 






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		11.07	Treatment of Certain Information;
Confidentiality.



 


Each of the Administrative
Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to
the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties
(including any self-regulatory authority, such as the National Association of Insurance Commissioners) (in which case, other than in
connection with routine examinations or other routine actions by such regulatory authorities, such disclosing Administrative Agent, Lender
or L/C Issuer agrees to inform the Company promptly thereof after such disclosure (and shall use commercially reasonable efforts to inform
the Company prior thereto) to the extent not prohibited by Law), (c) to the extent required by applicable Laws or regulations or
by any subpoena or similar legal process; provided that such disclosing Administrative Agent, Lender or L/C Issuer agrees to inform
the Company promptly thereof after such disclosure (and shall use commercially reasonable efforts to inform the Company prior thereto)
in each case to the extent not prohibited by Law, (d) to any other party hereto, (e) 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, (f) subject to an agreement containing provisions substantially the same as
those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights
and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.16 or (ii) any
actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made
by reference to a Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any
rating agency in connection with rating any Loan Party or its Subsidiaries or the credit facilities provided hereunder or (ii) the
CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers
with respect to the credit facilities provided hereunder, (h) with the consent of the Company or (i) to the extent such Information
(x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative
Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers.
In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and customary information about this
Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent
and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.


 


For purposes of this
Section, “Information” means all information received from a Loan Party or any Subsidiary or any Loan
Party’s or Subsidiary’s directors, officers, employees, trustees, investment advisors or agents, including accountants
and legal counsel, relating to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such
information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to
disclosure by such Loan Party or any Subsidiary. 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.


 






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Each of the Administrative
Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning
a Loan Party or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in accordance with applicable Law, including United States
Federal and state securities Laws.


 


The Loan Parties and their
Subsidiaries agree that they will not in the future issue any press releases in connection with this Agreement using the name of the
Administrative Agent or any Lender or their respective Affiliates or referring to this Agreement or any of the Loan Documents without
the prior written consent of the Administrative Agent, unless (and only to the extent that) a Loan Party or such Subsidiary is required
to do so under law and then, in any event such Loan Party or such Subsidiary will consult with the Administrative Agent before issuing
such press release to the extent reasonably practicable.


 


		11.08	Rights of Setoff.



 


If an Event of Default
shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at
any time and from time to time, after obtaining the prior written consent of the Administrative Agent, 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 L/C Issuer or
any such Affiliate 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 or the L/C Issuer or their respective
Affiliates, irrespective of whether or not such Lender, the L/C Issuer or such Affiliate shall have made any demand under this
Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent or unmatured or are owed to
a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such
deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such
right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application
in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting
Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders,
and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail
the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C
Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights
of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify
the Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give
such notice shall not affect the validity of such setoff and application.


 






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		11.09	Interest Rate Limitation.



 


Notwithstanding anything
to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the
maximum rate of non-usurious interest permitted by applicable Law (including, without limitation, the Criminal Code (Canada)) (the “Maximum
Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess
interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining
whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person
may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium
rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread
in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.


 


		11.10	Integration; Effectiveness.



 


This Agreement, the other
Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuer constitute
the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, 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, and thereafter shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.


 


		11.11	Survival of Representations
and Warranties.



 


All representations and warranties
made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by
the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their
behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of
any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain
unpaid or unsatisfied or any Letter of Credit shall remain outstanding.


 


		11.12	Severability.



 


If any provision of this
Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable
provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12, if and to the extent that
the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as
determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions
shall be deemed to be in effect only to the extent not so limited.


 






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		11.13	Replacement of Lenders.



 


If the Company is entitled
to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting
Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender
to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by,
Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01
and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment), provided that:


 


(a)            the
Company shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);


 


(b)            such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C 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 3.05)
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);


 


(c)            in
the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made
pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;


 


(d)            such
assignment does not conflict with applicable Laws; and


 


(e)            in
the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the
applicable amendment, waiver or consent.


 


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 Company to require such assignment and delegation cease to apply.


 


Each party hereto agrees
that (a) an assignment required pursuant to this Section 11.13 may be effected pursuant to an Assignment and
Assumption executed by the Company, the Administrative Agent and the assignee and (b) the Lender required to make such
assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be
bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such
assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the
applicable Lender, provided, further that any such documents shall be without recourse to or warranty by the parties
thereto.


 






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Notwithstanding anything
in this Section 11.13 to the contrary, (i) the Lender that acts as an L/C Issuer may not be replaced hereunder at any
time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a
backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer or the depositing
of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer)
have been made with respect to such outstanding Letter of Credit and (ii) the Lender that acts as the Administrative Agent may not
be replaced hereunder except in accordance with the terms of Section 9.06.


 


		11.14	Governing Law; Jurisdiction;
Etc.



 


(a)            GOVERNING
LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY
CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b)            SUBMISSION
TO JURISDICTION. EACH 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, THE L/C ISSUER, 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 PARTY HERETO
EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ITS RIGHTS TO ANY OTHER JURISDICTION TO WHICH IT MAY BE ENTITLED BY
REASON OF ITS PRESENT OR FUTURE DOMICILE OR OTHERWISE. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION,
LITIGATION 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 L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 






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(c)            WAIVER
OF VENUE. EACH 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 PARAGRAPH (B) OF THIS SECTION. 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.


 


(d)            SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


 


		11.15	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, 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.


 






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		11.16	No Advisory or Fiduciary Responsibility.



 


In connection with all aspects
of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other
Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that: (i) (A) the
arranging and other services regarding this Agreement provided by the Administrative Agent, BofA Securities, the other Lead Arranger(s) and
the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand,
and the Administrative Agent, BofA Securities, the other Lead Arranger(s) and the Lenders, on the other hand, (B) each of the
Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each
of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated
hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, BofA Securities, each other Lead Arranger and the
Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not
been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or
any other Person and (B) neither the Administrative Agent, BofA Securities, any other Lead Arranger nor any Lender has any obligation
to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations
expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, BofA Securities, the other Lead
Arranger(s), the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that
differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, BofA Securities, any other
Lead Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates.
To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative
Agent, BofA Securities, the other Lead Arranger(s) or any Lender with respect to any breach or alleged breach of agency or fiduciary
duty in connection with any aspect of any transaction contemplated hereby.


 


		11.17	Electronic Execution.



 


This Agreement, any Loan
Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record
and may be executed using Electronic Signatures. Each of the Loan Parties and each of the Administrative Agent and each Lender Party
agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same
extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal,
valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent
as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary
or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For
the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually
signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically
signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each
of the Lender Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record
(“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and
destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be
considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record.
Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swing Line Lender is
under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person
pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the
Administrative Agent, L/C Issuer and/or Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent
and each of the Lender Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any
Loan Party and/or any Lender Party without further verification and (b) upon the request of the Administrative Agent or any
Lender Party, any Electronic Signature shall be promptly followed by such manually executed counterpart.


 






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Neither the Administrative
Agent, L/C Issuer nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity,
enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the
avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s reliance on
any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Administrative Agent, L/C Issuer and
Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan
Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting
or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone and believed by it
to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the
Loan Documents for being the maker thereof).


 


Each of the Loan Parties
and each Lender Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of
this Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement, such other Loan Document,
and (ii) waives any claim against the Administrative Agent, each Lender Party and each Related Party for any liabilities arising
solely from the Administrative Agent’s and/or any Lender Party’s reliance on or use of Electronic Signatures, including any
liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution,
delivery or transmission of any Electronic Signature.


 


		11.18	USA PATRIOT Act and Canadian
AML Act Notice.



 


Each Lender that is
subject to the Act (as hereinafter defined) or any Canadian AML Act and the Administrative Agent (for itself and not on behalf of
any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Act”) and the Canadian AML Acts, it is required to obtain, verify and
record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties,
information concerning its direct and indirect holders of Equity Interests and other Persons exercising Control over it, and other
information that will allow such Lender or the Administrative Agent, as applicable, to identify the Loan Parties in accordance with
the Act and the Canadian AML Acts. The Loan Parties shall, promptly following a request by the Administrative Agent or any Lender,
provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its
ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations,
including the Act and the Canadian AML Acts.


 






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		11.19	Judgment Currency.



 


If, for the purposes of obtaining
judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency,
the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase
the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each
Loan Party in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents
shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated
in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the
extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged
to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking
procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than
the sum originally due to the Administrative Agent or any Lender from any Loan Party in the Agreement Currency, the Loan Parties agree,
as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may
be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative
Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any
excess to the Loan Parties (or to any other Person who may be entitled thereto under applicable Law).


 


		11.20	Acknowledgement and Consent
to Bail-In of Affected Financial Institutions.



 


Solely to the extent any
Lender or L/C Issuer that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary
in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that
any liability of any Lender or L/C Issuer that is an Affected Financial Institution arising under any Loan Document, to the extent such
liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and
consents to, and acknowledges and agrees to be bound by:


 


(a)            the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any Lender or L/C Issuer that is an Affected Financial Institution; and


 


(b)            the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)            a
reduction in full or in part or cancellation of any such liability;


 


(ii)            a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial
Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such
shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this
Agreement or any other Loan Document; or


 


(iii)            the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution
Authority.


 






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		11.21	Subordination of Intercompany
Indebtedness.



 


Each Loan Party (a “Subordinating
Loan Party”) agrees that the payment of all indebtedness, whether now owing or hereafter arising, owing to such Subordinating
Loan Party by any other Loan Party is expressly subordinated to the payment in full in cash of the Obligations in the manner set forth
in this Section. If the Administrative Agent so requests while an Event of Default exists, any such indebtedness due and owing shall
be enforced and performance received by the Subordinating Loan Party as trustee for the holders of the Obligations and the proceeds thereof
shall be paid over to the holders of the Obligations on account of the Obligations, but without reducing or affecting in any manner the
liability of the Subordinating Loan Party under this Agreement or any other Loan Document. Without limitation of the foregoing, so long
as no Event of Default has occurred and is continuing, the Loan Parties may make and receive payments with respect to any such indebtedness,
provided, that in the event that any Loan Party receives any payment of any such indebtedness at a time when such payment is prohibited
by this Section, such payment shall be held by such Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered,
upon written request, to the Administrative Agent.


 


		11.22	Acknowledgement Regarding Any
Supported QFCs.



 


To the extent that the
Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is
a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties
acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal
Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations
promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit
Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to
be governed by the laws of the State of New York and/or of the United States or any other state of the United States): In the event
a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under
a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest
and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or
such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the
U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in
property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act
Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan
Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered
Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special
Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the
United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect
to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit
Support.


 


 


[SIGNATURE PAGES FOLLOW]


 






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Annex B


 


Closing Date Amended Credit Agreement


 


ANNEX B

TO

SIXTH AMENDMENT DATED AS OF DECEMBER 9, 2022


 


CREDIT AGREEMENT

Dated as of October 27, 2016

among

RITCHIE BROS. AUCTIONEERS INCORPORATED

and

CERTAIN SUBSIDIARIES OF RITCHIE BROS. AUCTIONEERS INCORPORATED,

as the Borrowers,

CERTAIN SUBSIDIARIES OF RITCHIE BROS. AUCTIONEERS INCORPORATED,

as the Guarantors,


 


BANK OF AMERICA, N.A.,

as Administrative Agent, U.S. Swing Line Lender and L/C Issuer,

ROYAL BANK OF CANADA,

as Canadian Swing Line Lender and L/C Issuer

and

THE OTHER LENDERS PARTY HERETO


 


ROYAL BANK OF CANADA, GOLDMAN SACHS BANK USA,

CANADIAN IMPERIAL BANK OF COMMERCE, EXPORT DEVELOPMENT CANADA,

HSBC BANK CANADA, MUFG BANK, LTD., CANADA BRANCH,


 


THE BANK OF NOVA SCOTIA

U.S. BANK NATIONAL ASSOCIATION,

WELLS FARGO BANK, N.A., CANADIAN BRANCH and

TRUIST BANK,

as Co-Syndication Agents,


 


BANK OF MONTREAL, CITIZENS BANK NA,

DESJARDINS, THE TORONTO-DOMINION BANK and

WESTPAC BANKING CORPORATION,

as Co-Documentation Agents


 


Arranged By:

BOFA SECURITIES, INC.,

RBC CAPITAL MARKETS,1

GOLDMAN SACHS BANK USA,

WELLS FARGO SECURITIES, LLC,

THE BANK OF NOVA SCOTIA and

EXPORT DEVELOPMENT CANADA,

 as Joint Lead Arrangers


 


BOFA SECURITIES, INC.,

RBC CAPITAL MARKETS,

GOLDMAN SACHS BANK USA,

and

WELLS FARGO SECURITIES, LLC,


 


as Joint Bookrunners


 






     


     


    

 


TABLE OF CONTENTS


 


	Article I
    DEFINITIONS AND ACCOUNTING TERMS	1
	 	 	 
	1.01	Defined
    Terms	1
	1.02	Other
    Interpretive Provisions	58
	1.03	Accounting
    Terms	60
	1.04	Rounding	61
	1.05	Exchange
    Rates; Currency Equivalents	61
	1.06	Additional
    Alternative Currencies	62
	1.07	 Change
    of Currency	63
	1.08	Times
    of Day	64
	1.09	Letter
    of Credit Amounts	64
	1.10	Australian
    Code of Banking Practice	64
	1.11	Pro Forma
    Calculations; Calculations of Baskets	64
	 	 	 
	Article II
    THE COMMITMENTS AND CREDIT EXTENSIONS	65
	 	 	 
	2.01	Revolving
    Loans, Delayed-Draw Term Loans	65
	2.02	Borrowings,
    Conversions and Continuations of Loans	67
	2.03	Letters
    of Credit	69
	2.04A	U.S. Swing
    Line Loans	81
	2.04B	Canadian
    Swing Line Loans	85
	2.04C	UK Swing
    Line Facility	89
	2.04D	Dutch
    Swing Line Facility	94
	2.05	Prepayments	97
	2.06	Termination
    or Reduction of Commitments	103
	2.07	Repayment
    of Loans	104
	2.08	Interest	105
	2.09	Fees	107
	2.10	Computation
    of Interest and Fees; Retroactive Adjustments of Applicable Rate	109
	2.11	Evidence
    of Debt	110
	2.12	Payments
    Generally; Administrative Agent’s Clawback	110
	2.13	Sharing
    of Payments by Lenders	112
	2.14	Cash
    Collateral	113
	2.15	Defaulting
    Lenders	114
	2.16	Term
    B Loans; Incremental Facility Loans	117
	2.17	Designated
    Borrowers	121
	2.18	[Reserved]	122
	2.19	Designated
    Lender	122
	 	 	 
	Article III
    TAXES, YIELD PROTECTION AND ILLEGALITY	123
	 	 	 
	3.01	Taxes	123
	3.02	Illegality	131
	3.03	Inability
    to Determine Rates	132



 






    i


     


    

 


	3.04	Increased
    Costs; Reserves	136
	3.05	Compensation
    for Losses	137
	3.06	Mitigation
    Obligations; Replacement of Lenders	138
	3.07	Survival	139
	 	 	 
	Article IV
    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	139
	 	 	 
	4.01	Conditions
    of Initial Credit Extension	139
	4.02	Conditions
    to all Credit Extensions	141
	4.03	Conditions
    to Delayed-Draw Term Loan Used to Finance the EuroAuction Acquisition	142
	 	 	 
	Article V
    REPRESENTATIONS AND WARRANTIES	145
	 	 	 
	5.01	Existence,
    Qualification and Power	145
	5.02	Authorization;
    No Contravention	145
	5.03	Governmental
    Authorization; Other Consents	145
	5.04	Binding
    Effect	146
	5.05	Financial
    Statements; No Material Adverse Effect	146
	5.06	Litigation	146
	5.07	No Default	146
	5.08	Ownership
    of Property	147
	5.09	Environmental
    Compliance	147
	5.10	Insurance	147
	5.11	Taxes	147
	5.12	ERISA
    Compliance; Canadian Plans	147
	5.13	Subsidiaries	149
	5.14	Margin
    Regulations; Investment Company Act	149
	5.15	Disclosure	149
	5.16	Compliance
    with Laws	150
	5.17	Intellectual
    Property; Licenses, Etc.	150
	5.18	Solvency	150
	5.19	Perfection
    of Security Interests in the Collateral	150
	5.20	Sanctions
    and Anti-Social Force	150
	5.21	Anti-Corruption
    Laws	151
	5.22	No Affected
    Financial Institution	151
	5.23	Australian
    Borrowers	151
	5.24	Japanese
    Borrowers	151
	5.25	International
    Loan Parties	151
	5.26	Irish
    Guarantors	152
	5.27	Beneficial
    Ownership Certification	152
	 	 	 
	Article VI
    AFFIRMATIVE COVENANTS	153
	 	 	 
	6.01	Financial
    Statements	153
	6.02	Certificates;
    Other Information	153
	6.03	Notices	155



 






    ii


     


    

 


	6.04	Payment
    of Taxes	156
	6.05	Preservation
    of Existence, Etc.	156
	6.06	Maintenance
    of Properties	156
	6.07	Maintenance
    of Insurance	156
	6.08	Compliance
    with Laws	157
	6.09	Books
    and Records	157
	6.10	Inspection
    Rights	157
	6.11	Use of
    Proceeds	158
	6.12	ERISA
    Compliance; Canadian Plans	158
	6.13	Additional
    Guarantors	158
	6.14	Pledged
    Assets	159
	6.15	Anti-Corruption
    Laws	160
	 	 	 
	Article VII
    NEGATIVE COVENANTS	161
	 	 	 
	7.01	Liens	161
	7.02	Investments	164
	7.03	Indebtedness	166
	7.04	Fundamental
    Changes	169
	7.05	Dispositions	169
	7.06	Restricted
    Payments	170
	7.07	Change
    in Nature of Business	170
	7.08	Transactions
    with Affiliates	171
	7.09	Burdensome
    Agreements	171
	7.10	Use of
    Proceeds	172
	7.11	Financial
    Covenants	172
	7.12	Prepayment
    of Certain Other Indebtedness, Etc.	173
	7.13	Organization
    Documents; Fiscal Year	174
	7.14	Sanctions	174
	7.15	Anti-Social
    Force	174
	7.16	Anti-Corruption
    Laws	174
	7.17	Canadian
    Defined Benefit Pension Plan	174
	 	 	 
	Article VIII
    EVENTS OF DEFAULT AND REMEDIES	174
	 	 	 
	8.01	Events
    of Default	174
	8.02	Remedies
    Upon Event of Default	178
	8.03	Application
    of Funds	178
	 	 	 
	Article IX
    ADMINISTRATIVE AGENT	180
	 	 	 
	9.01	Appointment
    and Authority	180
	9.02	Rights
    as a Lender	181
	9.03	Exculpatory
    Provisions	181
	9.04	Reliance
    by Administrative Agent	182
	9.05	Delegation
    of Duties	183
	9.06	Resignation
    of Administrative Agent	183



 






    iii


     


    

 


	9.07	Non-Reliance
    on Administrative Agent and Other Lenders	185
	9.08	No Other
    Duties; Etc.	185
	9.09	Administrative
    Agent May File Proofs of Claim; Credit Bidding	186
	9.10	Collateral
    and Guaranty Matters	187
	9.11	Secured
    Cash Management Agreements and Secured Hedge Agreements	188
	9.12	ERISA
    Matters	188
	9.13	Recovery
    of Erroneous Payments	190
	9.14	Intercreditor
    Agreements	190
	 	 	 
	Article X
    GUARANTY	190
	 	 	 
	10.01	The Guaranty	190
	10.02	Obligations
    Unconditional	191
	10.03	Reinstatement	192
	10.04	Certain
    Additional Waivers	192
	10.05	Remedies	192
	10.06	Rights
    of Contribution	193
	10.07	Guarantee
    of Payment; Continuing Guarantee	194
	10.08	Keepwell	194
	10.09	Release
    of Guarantors	194
	10.10	Waivers
    by Mexican Guarantors	194
	10.11	Guarantees
    by Irish Guarantors	195
	 	 	 
	Article XI
    MISCELLANEOUS	195
	 	 	 
	11.01	Amendments,
    Etc.	195
	11.02	Notices;
    Effectiveness; Electronic Communications	199
	11.03	No Waiver;
    Cumulative Remedies; Enforcement	201
	11.04	Expenses;
    Indemnity; Damage Waiver	202
	11.05	Payments
    Set Aside	205
	11.06	Successors
    and Assigns	205
	11.07	Treatment
    of Certain Information; Confidentiality	210
	11.08	Rights
    of Setoff	212
	11.09	Interest
    Rate Limitation	212
	11.10	Integration;
    Effectiveness	213
	11.11	Survival
    of Representations and Warranties	213
	11.12	Severability	213
	11.13	Replacement
    of Lenders	213
	11.14	Governing
    Law; Jurisdiction; Etc.	215
	11.15	Waiver
    of Jury Trial	216
	11.16	No Advisory
    or Fiduciary Responsibility	216
	11.17	Electronic
    Execution	217
	11.18	USA PATRIOT
    Act and Canadian AML Act Notice	218
	11.19	Judgment
    Currency	218
	11.20	Acknowledgement
    and Consent to Bail-In of Affected Financial Institutions	219
	11.21	Subordination
    of Intercompany Indebtedness	219
	11.22	Acknowledgement
    Regarding Any Supported QFCs	220



 






    iv


     


    

 


SCHEDULES


 


		1.01	Existing Letters of Credit
		1.01(a)	L/C Commitments and Swing Line Commitments
		2.01	Commitments and Applicable Percentages
		5.13	Subsidiaries
		7.01	Liens Existing on the Sixth Amendment Closing
                                            Date
		7.02	Investments Existing on the Sixth Amendment
                                            Closing Date
		7.03	Indebtedness Existing on the Sixth Amendment
                                            Closing Date
		11.02	Certain Addresses for Notices



 


EXHIBITS


 


		1.01A	Form of Secured Party Designation Notice
		1.01B	Form of Canadian Security Agreement
		1.01C	Form of Security Agreement
		2.02	Form of Loan Notice
		2.04A	Form of U.S. Swing Line Loan Notice
		2.04B	Form of Canadian Swing Line Loan Notice
		2.04C	Form of UK Swing Line Loan Notice
		2.04D	Form of Dutch Swing Line Loan Notice
		2.05	Form of Notice of Loan Prepayment
		2.11(a)	Form of Note
		2.17(a)	Form of Designated Borrower Request
		2.17(b)	Form of Designated Borrower Joinder
                                            Agreement
		3.01	Forms of U.S. Tax Compliance Certificates
		4.03	Form of Solvency Certificate
		6.02	Form of Compliance Certificate
		6.13	Form of Joinder Agreement
		11.06(b)	Form of Assignment and Assumption
		11.06(b)(iv)	Form of Administrative Questionnaire



 






    v


     


    

 


CREDIT AGREEMENT


 


This CREDIT AGREEMENT is
entered into as of October 27, 2016 among RITCHIE BROS. AUCTIONEERS INCORPORATED, a Canadian corporation (the “Company”),
certain Subsidiaries of the Company from time to time party hereto as Borrowers identified in Section 2.17 (each a “Designated
Borrower” and, together with the Company, the “Borrowers” and each a “Borrower”), the
Guarantors (defined herein) from time to time party hereto, the Lenders (defined herein) from time to time party hereto, ROYAL BANK OF
CANADA, as Canadian Swing Line Lender and L/C Issuer and BANK OF AMERICA, N.A., as Administrative Agent, U.S. Swing Line Lender
and L/C Issuer.


 


The Borrowers have requested
that the Lenders provide credit facilities for the purposes set forth herein, and the Lenders are willing to do so on the terms and conditions
set forth herein.


 


In consideration of the mutual
covenants and agreements herein contained, the parties hereto covenant and agree as follows:


 


Article I

DEFINITIONS AND ACCOUNTING TERMS


 


1.01            Defined
Terms.


 


As used in this Agreement,
the following terms shall have the meanings set forth below:


 


“Acquisition”,
by any Person, means the acquisition by such Person, in a single transaction or in a series of related transactions, of either (a) all
or any substantial portion of the property of, or a line of business or division of, another Person or (b) at least a majority of
the Voting Stock of another Person, in each case whether or not involving a merger, amalgamation or consolidation with such other Person.
Notwithstanding the foregoing, any acquisition of real property shall not constitute an Acquisition.


 


“Adjusted Daily
Term SOFR” means for any day (a) a fluctuating rate of interest, which can change on each Business Day, equal to Term
SOFR for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day plus (b) the
Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than 0.00%, then Adjusted Term SOFR
shall be deemed to be 0.00%.


 


“Adjusted Daily
Term SOFR Loan” means a loan that bears interest at a rate based on Adjusted Daily Term SOFR.


 


“Adjusted Term SOFR”
means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the
Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than 0.00%, then Adjusted Term SOFR
shall be deemed to be 0.00%.


 


“Adjusted Term SOFR
Loan” means a loan that bears interest at a rate based on Adjusted Term SOFR.


 






    1


     


    

 


“Administrative
Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, and any branch, office
or Affiliate of it (including, Bank of America, N.A., acting through its Canada branch for Loans that are denominated in Canadian Dollars),
or any successor administrative agent.


 


|US-DOCS\137128169.16||


 


“Administrative
Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account
as set forth on Schedule 11.02 with respect to such currency, or such other address or account with respect to such currency
as the Administrative Agent may from time to time notify to the Company and the Lenders.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit 11.06(b)(iv) or
any other form approved by the Administrative Agent.


 


“Affected Financial
Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


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


 


“Aggregate Revolving
A Commitments” means the Revolving A Commitments of all the Revolving A Lenders. The amount of the Aggregate Revolving A Commitments
in effect on the Sixth Amendment Closing Date is $650,000,000.


 


“Aggregate Revolving
B Commitments” means the Revolving B Commitments of all the Revolving B Lenders. The amount of the Aggregate Revolving B Commitments
in effect on the Sixth Amendment Closing Date is $85,000,000.


 


“Aggregate Revolving
C Commitments” means the Revolving C Commitments of all the Revolving C Lenders. The amount of the Aggregate Revolving C Commitments
in effect on the Sixth Amendment Closing Date is $15,000,000.


 


“Agreement”
means this Credit Agreement.


 


“All-In Yield”
means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront fees,
an interest rate floor or otherwise, in each case, incurred or payable by the Borrowers generally to all lenders of such Indebtedness;
provided that original issue discount and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or,
if less, the stated life to maturity at the time of incurrence of the applicable Indebtedness); and provided, further,
that “All-In Yield” shall not include arrangement, structuring, commitment, underwriting or other similar fees (regardless
of whether paid in whole or in part to any or all lenders) or other fees not paid generally to all lenders of such Indebtedness.


 


“Alternative
Currency” means (a) with respect to the Revolving A Commitments, Euro, Sterling and Canadian Dollars and each other
currency (other than Dollars) that is approved in accordance with Section 1.06, (b) with respect to the Revolving B
Commitments, Euro, Sterling and Canadian Dollars and Australian Dollars and each other currency (other than Dollars) that is
approved in accordance with Section 1.06; (c) with respect to the Revolving C Commitments, Euro, Sterling and
Canadian Dollars and Yen and each other currency (other than Dollars) that is approved in accordance with Section 1.06,
and (d) with respect to Letters of Credit, Euro, Sterling, Canadian Dollars, Yen, Australian Dollars and each other currency
(other than Dollars) that is approved in accordance with Section 1.06; provided that, in each case, for each
Alternative Currency, such requested currency is an Eligible Currency.


 






    2


     


    

 


“Alternative Currency
Daily Rate” means, for any day, with respect to any Credit Extension:


 


(a)            denominated
in Sterling, the rate per annum equal to SONIA determined pursuant to the definition thereof plus the SONIA Adjustment;


 


(b)            solely
in the case of Dutch Swing Line Loans, denominated in Euro, the rate per annum equal to Enhanced €STR determined pursuant to the
definition thereof; and


 


(c)            denominated
in any other Alternative Currency (to the extent such Loans denominated in such currency will bear interest at a daily rate), the daily
rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative
Agent and the relevant Lenders pursuant to Section 1.06 plus the adjustment (if any) determined by the Administrative Agent
and the relevant Lenders pursuant to Section 1.06;


 


provided, that, if any Alternative Currency
Daily Rate shall be less than 0%, such rate shall be deemed 0% for purposes of this Agreement. Any change in an Alternative Currency
Daily Rate shall be effective from and including the date of such change without further notice.


 


“Alternative Currency
Daily Rate Loan” means a Loan that bears interest at a rate based on the definition of “Alternative Currency Daily Rate.”
All Alternative Currency Daily Rate Loans must be denominated in an Alternative Currency.


 


“Alternative Currency
Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable
Alternative Currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, by reference to Bloomberg (or such
other publicly available service for displaying exchange rates), to be the exchange rate for the purchase of such Alternative Currency
with Dollars at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation
is made; provided, however, that if no such rate is available, the “Alternative Currency Equivalent” shall
be determined by the Administrative Agent or the L/C Issuer, as the case may be, using any reasonable method of determination it deems
appropriate in its sole discretion (and such determination shall be conclusive absent manifest error).


 


“Alternative Currency
Loan” means an Alternative Currency Daily Rate Loan or an Alternative Currency Term Rate Loan, as applicable.


 


“Alternative Currency
Sublimit” means an amount equal to the lesser of the Aggregate Revolving A Commitments and $300,000,000. The Alternative Currency
Sublimit is part of, and not in addition to, the Aggregate Revolving A Commitments.


 






    3


     


    

 


“Alternative Currency
Term Rate” means, for any Interest Period, with respect to any Credit Extension:


 


(a)            denominated
in Euros, the rate per annum equal to the Euro Interbank Offered Rate (“EURIBOR”), as published on the applicable
Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative
Agent from time to time) on the day that is two TARGET Days preceding the first day of such Interest Period with a term equivalent to
such Interest Period;


 


(b)            denominated
in Canadian Dollars, the rate per annum equal to the Canadian Dollar Offered Rate (“CDOR”), as published on the applicable
Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative
Agent from time to time) (in such case, the “CDOR Rate”) on the Rate Determination Date with a term equivalent to
such Interest Period;


 


(c)            denominated
in Australian Dollars: (A) the rate per annum equal to the Australian Bank Bill Swap Reference Rate (Bid) administered by ASX Benchmarks
Pty Limited (or any other person which takes over the administration of that rate) for the relevant period displayed on page BBSY
of the Thomson Reuters Screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of
such other information service which publishes that rate from time to time in place of Thomson Reuters (or such other commercially available
source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 10:30 a.m. (Melbourne,
Australia time) on the Rate Determination Date with a term equivalent to such Interest Period; and (B) if the rate described in
sub-paragraph (A) above is not available, the sum of 0.05% per annum and the Australian Bank Bill Swap Reference Rate
administered by ASX Benchmarks Pty Limited (or any other person which takes over the administration of that rate) for the relevant period
displayed on page BBSW of the Thomson Reuters Screen (or any replacement Thomson Reuters page which displays the rate) or on
the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters (or
such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time)
at or about 10:30 a.m. (Melbourne, Australia time) on the Rate Determination Date with a term equivalent to such Interest Period;


 


(d)            denominated
in Japanese Yen, the rate per annum equal to the Tokyo Interbank Offered Rate (“Japanese Yen TIBOR”), as published
on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated
by the Lender from time to time) on the Rate Determination Date with a term equivalent to such Interest Period; and


 


(e)            denominated
in any other Alternative Currency (to the extent such Loans denominated in such currency will bear interest at a term rate), the
term rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the
Administrative Agent and the relevant Lenders pursuant to Section 1.06 plus the adjustment (if any) determined by the
Administrative Agent and the relevant Lenders pursuant to Section 1.06;


 






    4


     


    

 


provided, that, if any Alternative Currency
Term Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.


 


“Alternative Currency
Term Rate Loan” means a Loan that bears interest at a rate based on the definition of “Alternative Currency Term Rate.”
All Alternative Currency Term Rate Loans must be denominated in an Alternative Currency.


 


“Anti-Social Conduct”
means: (a) a demand and conduct with force and arms; (b) an unreasonable demand and conduct having no legal cause; (c) threatening
or committing violent behavior relating to its business transactions; (d) an action to defame the reputation or interfere with the
business of the Administrative Agent or the Lenders by spreading rumor, using fraudulent means or resorting to force; or (e) other
actions similar or analogous to any of the foregoing in any jurisdiction.


 


“Anti-Social Group”
means: (a) an organized crime group (as defined in the Law relating to Prevention of Unjustifiable Acts by Gang Members of Japan
(Law No. 77 of 1991, as amended)); (b) a member of an organized crime group; (c) a Person who used to be a member of an
organized crime group but has only ceased to be a member of an organized crime group for a period of less than five years; (d) quasi-member
of an organized crime group (bouryokudan jun-kosei-in); (e) a related or associated company of an organized crime group;
(f) a corporate racketeer or blackmailer advocating social cause or a special intelligence organized crime group; or (g) a
member of any other criminal force similar or analogous to any of the foregoing in any jurisdiction.


 


“Anti-Social Relationship”
means in relation to a Person: (a) an Anti-Social Group controls its management; (b) an Anti-Social Group is substantively
involved in its management; (c) it has entered into arrangements with an Anti-Social Group for the purpose of, or which have the
effect of, unfairly benefiting itself or a third party or prejudicing a third party; (d) it is involved in the provision of funds
or other benefits to an Anti-Social Group; or (e) any of its directors or any other Person who is substantively involved in its
management has a socially objectionable relationship with an Anti-Social Group.


 


“Applicable Authority”
means with respect to any Alternative Currency, the applicable administrator for the Relevant Rate for such Alternative Currency or any
Governmental Authority having jurisdiction over the Administrative Agent or such administrator.


 


“Applicable International
Loan Party Documents” means this Agreement and the other Loan Documents to which an applicable International Loan Party is
a party.


 






    5


     


    

 


“Applicable
Percentage” means with respect to any Lender at any time, (a) with respect to such Lender’s Revolving A
Commitment at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving A Commitments represented
by such Revolving A Lender’s Revolving A Commitment at such time; provided that if the commitment of each Revolving A
Lender to make Revolving A Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02
or if the Aggregate Revolving A Commitments have expired, then the Applicable Percentage of each Revolving A Lender shall be
determined based on the Applicable Percentage of such Revolving A Lender most recently in effect, giving effect to any subsequent
assignments, (b) with respect to such Lender’s Revolving B Commitment at any time, the percentage (carried out to the
ninth decimal place) of the Aggregate Revolving B Commitments represented by such Revolving B Lender’s Revolving B Commitment
at such time; provided that if the commitment of each Revolving B Lender to make Revolving B Loans has been terminated
pursuant to Section 8.02 or if the Aggregate Revolving B Commitments have expired, then the Applicable Percentage of
each Revolving B Lender shall be determined based on the Applicable Percentage of such Revolving B Lender most recently in effect,
giving effect to any subsequent assignments, (c) with respect to such Lender’s Revolving C Commitment at any time, the
percentage (carried out to the ninth decimal place) of the Aggregate Revolving C Commitments represented by such Revolving C
Lender’s Revolving C Commitment at such time; provided that if the commitment of each Revolving C Lender to make
Revolving C Loans has been terminated pursuant to Section 8.02 or if the Aggregate Revolving C Commitments have expired,
then the Applicable Percentage of each Revolving C Lender shall be determined based on the Applicable Percentage of such Revolving C
Lender most recently in effect, giving effect to any subsequent assignments, (d) with respect to such Lender’s
Delayed-Draw Term Loan Commitment at any time, the percentage (carried out to the ninth decimal place) of the aggregate Delayed-Draw
Term Loan Commitments represented by such Term Lender’s Delayed-Draw Term Loan Commitment at such time, (e) with respect
to such Lender’s New Term A Loan Commitment at any time, the percentage (carried out to the ninth decimal place) of the
aggregate New Term A Loan Commitments represented by such New Term A Loan Lender’s New Term A Loan Commitment at such time,
and (f) with respect to such Lender’s portion of any outstanding Term Loan at any time, the percentage (carried out to
the ninth decimal place) of the outstanding principal amount of such Term Loan held by such Term Lender at such time. The initial
Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment
and Assumption or other documentation pursuant to which such Lender becomes a party hereto, as applicable. The Applicable
Percentages shall be subject to adjustment as provided in Section 2.15.


 


“Applicable Rate”
means the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate
received by the Administrative Agent pursuant to Section 6.02(b); provided, that the Applicable Rate in effect from
the Sixth Amendment Closing Date until the first Business Day immediately following the date a Compliance Certificate is delivered pursuant
to Section 6.02(a) or (b) shall be determined based upon Pricing Tier 2:


 


	 	 	 	 	 	 	 	Letter of Credit Fee	 	 	 	 	 	 	 
	Pricing 
 Tier	 	Consolidated
 Leverage Ratio	 	Commitment
 Fee	 	 	Standby	 	 	Commercial	 	 	Adjusted Daily
 Term SOFR
 Loans,
 Adjusted Term
 SOFR Loans
 and Alternative
 Currency Term
 Rate Loans	 	 	Base Rate
 Loans and
 Canadian
 Prime Rate
 Loans	 
	1	 	> 3.75 to 1.00	 	 	0.60	%	 	 	3.00	%	 	 	1.750	%	 	 	3.00	%	 	 	2.00	%
	2	 	<3.75 to 1.00 but > 3.00 to 1.00	 	 	0.55	%	 	 	2.75	%	 	 	1.625	%	 	 	2.75	%	 	 	1.75	%
	3	 	<3.00 to 1.00 but > 2.25 to 1.00	 	 	0.50	%	 	 	2.50	%	 	 	1.500	%	 	 	2.50	%	 	 	1.50	%
	4	 	<2.25 to 1.00 but > 1.50 to 1.00	 	 	0.45	%	 	 	2.25	%	 	 	1.375	%	 	 	2.25	%	 	 	1.25	%
	5	 	<1.50 to 1.00 but > 0.75 to 1.00	 	 	0.40	%	 	 	2.00	%	 	 	1.250	%	 	 	2.00	%	 	 	1.00	%
	6	 	< 0.75 to 1.00	 	 	0.35	%	 	 	1.75	%	 	 	1.125	%	 	 	1.75	%	 	 	0.75	%




 






    6


     


    

 


Any increase or decrease
in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however,
that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders,
Pricing Tier 1 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 first Business Day immediately following the date on which such Compliance Certificate
is delivered in accordance with Section 6.02(b), whereupon the Applicable Rate shall be adjusted based upon the calculation
of the Consolidated Leverage Ratio contained in such Compliance Certificate.


 


Notwithstanding anything
to the contrary herein, if the Company or its Subsidiaries receive less than $800,000,000 of net cash proceeds from an issuance of Senior
Notes in the form of senior unsecured notes on or prior to the Sixth Amendment Closing Date, then the Applicable Rate for each Pricing
Tier shall increase by 25 basis points; provided that the commitment fee for each Pricing Tier shall be set at 20% of the Applicable
Rate for Adjusted Term SOFR Loans then in effect (each of the foregoing, the “Sixth Amendment Closing Date Applicable Rate Adjustment”).


 


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


 


“Approved Fund”
means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers or manages a Lender.


 


“Assignment and
Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party
whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit 11.06(b) or
any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.


 


“Attributable Indebtedness”
means, with respect to any Person on any date, in respect of any finance lease, the capitalized amount thereof that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP.


 


“Audited
Financial Statements” means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year
ended December 31, 2020, and the related consolidated statements of income or operations, changes in equity and cash flows of
the Company and its Subsidiaries for such fiscal year, including the notes thereto.


 






    7


     


    

 


“Australian Borrower”
means any Borrower organized under the Laws of Australia. As of the Sixth Amendment Closing Date, Ritchie Bros. Auctioneers Pty. Ltd.,
a company incorporated under the laws of Australia, with ACN 080 895 898, and Ritchie Bros. Properties Pty. Ltd., a company incorporated
under the laws of Australia with ACN 080 895 772, are the Australian Borrowers.


 


“Australian Dollar”
means the lawful currency of Australia.


 


“Autoborrow Agreement”
means the Canadian Autoborrow Agreement, the U.S. Autoborrow Agreement, the UK Autoborrow Agreement and/or the Dutch Autoborrow
Agreement, as the context requires.


 


“Availability Period”
means, (a) with respect to the Revolving A Commitments, the period from and including the Closing Date to the earliest of (i) the
Maturity Date, (ii) the date of termination of the Aggregate Revolving A Commitments pursuant to Section 2.06, and (iii) the
date of termination of the commitment of each Revolving A Lender to make Revolving A Loans and of the obligation of the L/C Issuer to
make L/C Credit Extensions pursuant to Section 8.02, (b) with respect to the Revolving B Commitments, the period from
and including the Closing Date to the earliest of (i) the Maturity Date, (ii) the date of termination of the Aggregate Revolving
B Commitments pursuant to Section 2.06, and (iii) the date of termination of the commitment of each Revolving B Lender
to make Revolving B Loans pursuant to Section 8.02, (c) with respect to the Revolving C Commitments, the period from
and including the Closing Date to the earliest of (i) the Maturity Date, (ii) the date of termination of the Aggregate Revolving
C Commitments pursuant to Section 2.06, and (iii) the date of termination of the commitment of each Revolving C Lender
to make Revolving C Loans pursuant to Section 8.02, (d) with respect to the Delayed-Draw Term Loan Commitments, the
period from the Fourth Amendment Effective Date to the earliest of (i) five Business Days following February 28, 2022 (or,
if the “Longstop Date” (as defined in the EuroAuction Acquisition Agreement as in effect on the Fourth Amendment Effective
Date) has been extended pursuant to Section 3.5.3 thereof (as in effect on the Fourth Amendment Effective Date), the date that is
85 Business Days after February 28, 2022), (ii) the date of termination of the Delayed-Draw Term Loan Commitments pursuant
to Section 2.06, and (iii) the date of termination of the commitment of each Lender to make Loans pursuant to Section 8.02,
and (e) with respect to the New Term A Loan Commitments, the period from the Sixth Amendment Effective Date to the earliest of (i) five
Business Days following the Outside Date (as defined in the IAA Purchase Agreement as in effect on November 7, 2022) giving effect
to, if applicable, the extension pursuant to clause (A) of the proviso in Section 8.1(b)(ii) of the IAA Purchase
Agreement as in effect on November 7, 2022, (ii) the termination of the IAA Purchase Agreement in accordance with its terms
in the event the IAA Acquisition is not consummated, (iii) the consummation of the IAA Acquisition without the funding of the New
Term A Loan Commitments and (iv) the date of termination of the New Term A Loan Commitments pursuant to Section 2.06.


 


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


 






    8


     


    

 


“Bail-In Legislation”
means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time
to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the
United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than
through liquidation, administration or other insolvency proceedings).


 


“Bank of America”
means Bank of America, N.A. and its successors.


 


“Base Rate”
means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%,
(b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,”
and (c) Adjusted Term SOFR for a one-month tenor in effect on such date plus 1.00%, subject to the interest rate floors set
forth therein; provided that if the Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.
The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and
desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be
priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening
of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest
pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above
and shall be determined without reference to clause (c) above.


 


“Base Rate Loan”
means a Loan that bears interest based on the Base Rate. All Base Rate Loans are only available to U.S. Borrowers and Canadian Borrowers
and shall be denominated in Dollars.


 


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


 


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


 


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


 


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


 


“BofA Securities”
means BofA Securities, Inc., in its capacity as joint lead arranger and joint bookrunner.


 


“Borrower”
and “Borrowers” each has the meaning specified in the introductory paragraph hereto.


 


“Borrowing”
means a borrowing consisting of simultaneous Loans of the same Type, in the same currency and, in the case of Term Rate Loans, having
the same Interest Period made by each of the applicable Lenders pursuant to Section 2.01.


 






    9


     


    

 


“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are
in fact closed in, Toronto, Ontario, or in the state where the Administrative Agent’s Office with respect to Obligations denominated
in Dollars is located; provided that:


 


(a)            if
such day relates to any interest rate settings as to an Adjusted Daily Term SOFR Loan, or Adjusted Term SOFR Loan, any fundings, disbursements,
settlements and payments in Dollars in respect of any such Adjusted Daily Term SOFR Loan or Adjusted Term SOFR Loan, or any other dealings
in Dollars to be carried out pursuant to this Agreement in respect of any such Adjusted Daily Term SOFR Loan or Adjusted Term SOFR Loan,
means a U.S. Government Securities Business Day;


 


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


 


(c)            if
such day relates to any interest rate settings as to an Alternative Currency Loan denominated in Sterling, means a day other than a day
banks are closed for general business in London because such day is a Saturday, Sunday or a public holiday under the laws of Northern
Ireland or England and Wales;


 


(d)            with
respect to any notice, disbursement or payment with respect to any Alternative Currency Loan made to an Australian Borrower, any day
other than a Saturday or Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed
in, Sydney, Australia or Hong Kong;


 


(e)            with
respect to any notice, disbursement or payment with respect to any Alternative Currency Loan made to a Japanese Borrower, any day other
than a Saturday or Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in,
Tokyo, Japan or Hong Kong; and


 


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


 


“Canadian AML Acts”
means applicable Canadian law regarding anti-money laundering, anti-terrorist financing, government sanction and “know your client”
matters, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).


 






    10


     


    

 


“Canadian Autoborrow
Agreement” has the meaning specified in Section 2.04B(b)(ii).


 


“Canadian Borrower”
means any Borrower organized under the Laws of Canada or any province or territory thereof. As of the Sixth Amendment Closing Date, the
Canadian Borrowers are the Company, Ritchie Bros. Holdings Ltd., Ritchie Bros. Properties Ltd., Ritchie Bros. Auctioneers (Canada) Ltd.
and Rouse Services Canada Ltd.


 


“Canadian Defined
Benefit Pension Plan” means a Canadian Plan that contains or has ever contained a “defined benefit provision” as
such term is defined in Section 147.1(1) of the Income Tax Act (Canada), other than a Canadian Plan that is not sponsored by
any Loan Party or any Subsidiary thereof and in respect of which the obligations of any Loan Party or any Subsidiary thereof are limited
to making fixed contributions set out in a collective agreement.


 


“Canadian Dollar”
and “CAD” means the lawful currency of Canada.


 


“Canadian Plan”
means, in respect of the Loan Parties or any Subsidiary thereof, any deferred compensation, bonus, incentive or other compensation, share
option or purchase, severance, termination pay, hospitalization or other medical benefit, life or other insurance, vision, dental, drug,
sick leave, disability, salary continuation, vacation, supplemental unemployment benefits, profit sharing, mortgage assistance, pension
or supplemental pension, retirement compensation, group registered retirement savings, deferred profit sharing, employee profit sharing,
savings, retirement or supplemental retirement, and any other plan, program or arrangement, whether funded or unfunded, formal or informal,
written or unwritten, that is maintained, contributed to, or required to be maintained or contributed to, by any Loan Party or any Subsidiary
thereof, or to which any Loan Party or any Subsidiary thereof is a party, or bound by, or under which any Loan Party or any Subsidiary
thereof has any liability or contingent liability for the benefit of any Loan Party’s or any Subsidiary thereof’s current
and former directors, officers, shareholders, consultants, independent contractors and employees and their dependents, other than those
provided generally by any Governmental Authority (such as the Canada Pension Plan and Employment Insurance).


 


“Canadian Prime
Rate” means, for any day a fluctuating rate of interest per annum equal to the greater of (a) the per annum rate of interest
quoted or established as the “prime rate” of the Administrative Agent which it quotes or establishes for such day as its
reference rate of interest in order to determine interest rates for commercial loans in Canadian Dollars in Canada to its Canadian borrowers;
and (b) the average CDOR Rate for a 30-day term plus one-half of one percent (0.50%) per annum, adjusted automatically with
each quoted or established change in such rate, all without the necessity of any notice to any Borrower or any other Person. Such prime
rate is based on various factors including cost and desired return, general economic conditions and other factors, and is used as a reference
point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the prime rate shall take effect
at the opening of business on the day specified in the public announcement of such change. Notwithstanding anything to the contrary contained
herein, if the Canadian Prime Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.


 






    11


     


    

 


“Canadian Prime
Rate Loan” means a Revolving Loan, a Term Loan or Swing Line Loan that bears interest based on the Canadian Prime Rate. All
Canadian Prime Rate Loans are only available to Canadian Borrowers and shall be denominated in Canadian Dollars.


 


“Canadian Sanctions
List” means the list of names subject to the Regulations Establishing a List of Entities made under subsection 83.05(1) of
the Criminal Code (Canada), the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism, the United Nations
Al-Qaida and Taliban Regulations and/or the Special Economic Measures Act (Canada).


 


“Canadian Security
Agreement” means, collectively, (a) the Canadian security and pledge agreement, dated as of May 31, 2017, among the
Administrative Agent for the benefit of the holders of the Obligations and certain Loan Parties and (b) each deed of hypothec between
each Loan Party that is party thereto and the Administrative Agent for the benefit of the holders of the Obligations.


 


“Canadian Subsidiary”
means any Subsidiary that is organized under the Laws of Canada or any province or territory thereof.


 


“Canadian Swing
Line Commitment” means, as to the Canadian Swing Line Lender, its obligation to make Canadian Swing Line Loans pursuant to
Section 2.04B in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite the
Canadian Swing Line Lender’s name on Schedule 1.01(a), as such amount may be adjusted from time to time in accordance
with this Agreement.


 


“Canadian Swing
Line Lender” means Royal Bank of Canada, through itself or through one of its designated Affiliates or branch offices, in its
capacity as provider of Canadian Swing Line Loans, or any successor Canadian swing line lender hereunder.


 


“Canadian Swing
Line Loan” has the meaning specified in Section 2.04B(a).


 


“Canadian Swing
Line Loan Notice” means a notice of a Borrowing of Canadian Swing Line Loans pursuant to Section 2.04B(b), which
shall be substantially in the form of Exhibit 2.04B or such other form as approved by the Administrative Agent (including
any form on an electronic platform or electronic transmission system as shall be approve by the Administrative Agent), appropriately
completed and signed by a Responsible Officer of the applicable Borrower.


 


“Canadian Swing
Line Sublimit” means an amount equal to $15,000,000. The Canadian Swing Line Sublimit is part of, and not in addition to, the
Aggregate Revolving A Commitments.


 


“Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or the Lenders,
as collateral for L/C Obligations or obligations of the Revolving A Lenders to fund participations in respect of L/C Obligations, cash
or deposit account balances or, if the Administrative Agent and the L/C Issuer shall agree in their sole discretion, other credit support,
in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer.


 


“Cash Collateral”
shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.


 






    12


     


    

 


“Cash Equivalents”
means, as at any date, (1) with respect to the Company or any of its Subsidiaries: (a) securities issued or directly and fully
guaranteed or insured by the United States, or Canada, or any agency or instrumentality thereof (provided that the full faith
and credit of the United States or Canada, as applicable, is pledged in support thereof) having maturities of not more than twelve months
from the date of acquisition, (b) Dollar or Canadian Dollar denominated time deposits and certificates of deposit of (i) any
Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $250,000,000 or (iii) any
bank whose short-term commercial paper rating (at the date of acquisition thereof) from S&P is at least A-2 or the equivalent thereof
or from Moody’s is at least P-2 or the equivalent thereof (any such bank being an “Approved Bank”), in each
case with maturities of not more than twelve (12) months from the date of acquisition, (c) commercial paper and variable or fixed
rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any
domestic corporation rated (at the date of acquisition thereof) A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent
thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements entered
into by any Person with a bank or trust company (including the Lender) or recognized securities dealer having capital and surplus in
excess of $250,000,000 for direct obligations issued by or fully guaranteed by the United States or Canada in which such Person shall
have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market
value of at least 100% of the amount of the repurchase obligations, (e) Investments with average maturities of twelve (12) months
or less from the date of acquisition in money market funds rated (at the time of acquisition thereof) AAA- (or the equivalent thereof)
or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P
shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) and (f) Investments,
classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act
of 1940 which are administered by reputable financial institutions having capital of at least $250,000,000 and the portfolios of which
are limited to Investments of the character described in the foregoing subdivisions (a) through (e) and (2) with respect
to the Company or any International Subsidiary of the Company (other than a Canadian Subsidiary) or Investments made in a country outside
the United States or Canada, Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (a) through
(e) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in
such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by
the Company or any International Subsidiary of the Company in accordance with normal investment practices for cash management in investments
analogous to the foregoing investments in clauses (a) through (e) and in this definition.


 


“Cash Management
Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services,
including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds
transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation
and reporting and trade finance services and other cash management services.


 


“Cash
Management Bank” means any Person that (a) at the time it enters into a Cash Management Agreement, is a Lender or the
Administrative Agent or an Affiliate of a Lender or the Administrative Agent, (b) in the case of any Cash Management Agreement
in effect on or prior to the Closing Date, is, as of the Closing Date or within 30 days thereafter, a Lender or the Administrative
Agent or an Affiliate of a Lender or the Administrative Agent and a party to a Cash Management Agreement or (c) within 30 days
after the time it enters into the applicable Cash Management Agreement, becomes a Lender, the Administrative Agent or an Affiliate
of a Lender or the Administrative Agent, in each case, in its capacity as a party to such Cash Management Agreement.


 






    13


     


    

 


“Cash Pooling Arrangements”
means any cash pooling arrangements (including, without limitation, cash concentration arrangements and notional cash pooling arrangements
and any replacement thereof from time to time) maintained by Subsidiaries of the Company organized outside of the United States or Canada
(or by the Company or Subsidiaries of the Company organized in the United States or Canada to the extent relating solely to the accounts
of the Company or such Subsidiaries located outside of the United States or Canada) arising under the terms of a customary agreement
with a financial institution in order to facilitate the efficient deployment of cash.


 


“CDOR Rate”
has the meaning specified in the definition of “Alternative Currency Term Rate.”


 


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


 


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


 


“Change of Control”
means an event or series of events by which:


 


(a)            any
 “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in
its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to
have “beneficial ownership” of all Equity Interests that such person or group has the right to acquire, whether such
right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or
indirectly, of 45% or more of the Voting Stock of the Company representing 45% or more of the combined voting power of all Voting
Stock of the Company on a fully diluted basis (and taking into account all such securities that such person or group has the right
to acquire pursuant to any option right); provided, that, notwithstanding the foregoing, a Person shall not be deemed to have
 “beneficial ownership” of Equity Interests subject to a stock purchase agreement, merger agreement or similar agreement
until the consummation of the transactions contemplated by such agreement;


 






    14


     


    

 


(b)            during
any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Company
cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period,
(ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above
constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose
election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and
(ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing
body;


 


(c)            the
Company fails to own and control, directly or indirectly, 100% of the Equity Interests of each Designated Borrower (other than nominal
shares and directors’ qualifying shares mandated by applicable Law); or


 


(d)            a
 “change of control” as defined in the documentation governing the Long-Term Financing occurs.


 


“Chinese Facilities”
means the line of credit and other extensions of credit provided by a Foreign Credit Facilities Bank to one or more Wholly-Owned Subsidiaries
of the Company that are incorporated under the laws of the People’s Republic of China, in an aggregate principal amount not to
exceed $10,000,000 at any time outstanding.


 


“Closing Date”
means October 27, 2016.


 


“CME”
means CME Group Benchmark Administration Limited.


 


“Collateral”
means a collective reference to all property with respect to which Liens in favor of the Administrative Agent, for the benefit of itself
and the other holders of the Obligations, are purported to be granted pursuant to and in accordance with the terms of the Collateral
Documents.


 


“Collateral Documents”
means a collective reference to the Security Agreement, the Canadian Security Agreement and other security documents as may be executed
and delivered by any Loan Party pursuant to the terms of Section 6.14 or any of the Loan Documents.


 


“Commitment”
means, as to each Lender, the Revolving A Commitment of such Lender, the Revolving B Commitment of such Lender, the Revolving C Commitment
of such Lender and/or the Delayed-Draw Term Loan Commitment of such Lender.


 


“Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).


 






    15


     


    

 


“Communication”
means this Agreement, any Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement,
disclosure or authorization related to any Loan Document.


 


“Company”
has the meaning specified in the introductory paragraph hereto.


 


“Company Materials”
has the meaning specified in Section 6.02.


 


“Compliance Certificate”
means a certificate substantially in the form of Exhibit 6.02.


 


“Conforming Changes”
means, with respect to the use, administration of or any conventions associated with SOFR, Term SOFR, or any Alternative Currency Term
Rate or any proposed Successor Rate for an Agreed Currency, as applicable, any conforming changes to the definitions of “Base
Rate”, “SOFR”, “Term SOFR”, “Alternative Currency Term Rate” and “Interest
Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational
matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government
Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback
periods) that the Administrative Agent decides, in consultation with the Company, may be appropriate, to reflect the adoption and implementation
of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent
with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively
feasible or that no market practice for the administration of such rate exists, in such other manner of administration as the Administrative
Agent determines, in consultation with the Company, is reasonably necessary in connection with the administration of this Agreement and
any other Loan Document).


 


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


 






    16


     


    

 


“Consolidated
EBITDA” means, for any period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to
(a) Consolidated Net Income for such period plus (b) the following to the extent deducted in calculating such
Consolidated Net Income (other than clauses (iv) and (v)): (i) Consolidated Interest Charges for such
period, (ii) the provision for federal, state, local and foreign income taxes payable for such period, (iii) depreciation
and amortization expense for such period, (iv) expected cost savings, operating expense reductions and synergies for such
period related to the consummation of the IAA Acquisition projected by the Company in good faith to result from actions with respect
to which substantial steps have been taken, will be taken, or are expected to be taken; provided that (A) such cost
savings, operating expense reductions and synergies are expected to be realized (in the good faith determination of the Company)
within 24 months after the Sixth Amendment Closing Date, which are reasonably identifiable and factually supportable and
(B) amounts added-back for any period pursuant to this clause (iv) shall not exceed $125,000,000 during the
term of this Agreement (it being understood that no addbacks pursuant to this clause (iv) shall be permitted
subsequent to 24 months after the Sixth Amendment Closing Date), (v) expected cost savings, operating expense reductions and
synergies for such period related to mergers and other business combinations, Acquisitions (other than the IAA Acquisition),
Dispositions, restructuring, or cost savings initiatives which are reasonably identifiable and factually supportable and other
similar initiatives and projected by the Company in good faith to result from actions with respect to which substantial steps have
been taken, will be taken, or are expected to be taken; provided that (A) such cost savings, operating expense
reductions and synergies are expected to be realized (in the good faith determination of the Company) within 24 months after such
transaction or initiative is consummated and (B) amounts added-back for any period pursuant to this clause (v) shall
not exceed 10% of Consolidated EBITDA for such period (calculated prior to giving effect to such adjustments) (it being understood
that no addbacks pursuant to this clause (v) with respect to any specific merger, business combination,
Acquisition, Disposition, restructuring or cost savings initiative shall be permitted subsequent to 24 months after the applicable
merger, business combination, Acquisition, Disposition, restructuring or cost savings initiative), (vi) non-cash losses,
charges and expenses (including non-cash compensation charges but excluding (A) losses, charges and expenses to the extent
representing an accrual of or reserve for cash losses, charges or expenses in any future period and (B) write-downs or reserves
of account receivables or inventory), (vii) unusual or non-recurring losses, charges and expenses in an aggregate amount not to
exceed $50,000,000 during such period, (viii) cash restructuring and related charges and business optimization expenses in an
aggregate amount not to exceed $50,000,000 during such period, (ix) unrealized losses due to foreign exchange adjustments
(including, without limitation, losses and expenses in connection with currency and exchange rate fluctuations), (x) costs and
expenses in connection with the Loan Documents and the EuroAuction Acquisition (including, without limitation, one-time expenses
associated with vested and unvested options), (xi) one-time and non-recurring costs and expenses in connection with the Loan
Documents and the IAA Acquisition Transactions (whether or not consummated) (including, without limitation, one-time expenses
associated with vested and unvested options), (xii) expenses or charges related to any offering of Equity Interests, permitted
Investment, Permitted Acquisition (other than the IAA Acquisition), Disposition, recapitalization or incurrence of permitted
Indebtedness (whether or not consummated), including non-operating or non-recurring professional fees, costs and expenses related
thereto in an aggregate amount not to exceed $50,000,000 during such period, and (xiii) losses from discontinued operations and
non-ordinary course Dispositions, minus (c) the following to the extent included in calculating such Consolidated Net
Income: (i) non-cash income or gains, (ii) unrealized gains due to foreign exchange adjustments (including, without
limitation, gains in connection with currency and exchange rate fluctuations) and (iii) income or gains from discontinued
operations and non-ordinary course Dispositions; provided that to the extent that the amount of Consolidated EBITDA for any
period attributable to the sum of the items described in clauses (vii), (viii) and (xii) would
exceed 10% of Consolidated EBITDA for such period (calculated prior to giving effect to such adjustments), such excess shall be
excluded from the calculation of Consolidated EBITDA.


 






    17


     


    

 


“Consolidated
Funded Indebtedness” means, as of any date of determination with respect to the Company and its Subsidiaries on a
consolidated basis, without duplication, the sum of: (a) all obligations for borrowed money, whether current or long-term and
all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all purchase money
indebtedness; (c) all direct or contingent obligations arising under letters of credit (including standby and commercial),
bankers’ acceptances, bank guaranties and similar instruments; (d) all obligations in respect of the deferred purchase
price of property or services (other than trade accounts payable in the ordinary course of business) solely to the extent such
obligation is evidenced by a note or similar instrument and such obligation is included as a liability on the balance sheet of the
Company and its Subsidiaries in accordance with GAAP; (e) all Attributable Indebtedness; (f) all Guarantees with respect
to Indebtedness of the types specified in clauses (a) through (e) above of another Person; and
(g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership
or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Company or a
Subsidiary is a general partner or joint venturer, except to the extent that Indebtedness is expressly made non-recourse to such
Person; provided, that, notwithstanding anything herein to the contrary, Indebtedness in respect of the Long-Term
Financing shall not constitute Consolidated Funded Indebtedness to the extent (and for so long as) such Long-Term Financing has been
funded into escrow to fund the EuroAuction Acquisition and remains in escrow; provided, further that, notwithstanding
anything herein to the contrary, Indebtedness in respect of any Sixth Amendment Closing Date Financing shall not constitute
Consolidated Funded Indebtedness to the extent (and for so long as) such Sixth Amendment Closing Date Financing has been funded into
escrow to fund the IAA Acquisition Transactions and remains in escrow.


 


“Consolidated Interest
Charges” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the sum of (a) all interest,
debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection
with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, plus (b) the
portion of rent expense with respect to such period under finance leases that is treated as interest in accordance with GAAP, but excluding
any payments with respect to make-whole premiums, prepayment penalties or other breakage costs of any Indebtedness; provided,
that, notwithstanding anything herein to the contrary, interest in connection with the Long-Term Financing shall not constitute Consolidated
Interest Charges to the extent (and for so long as) such Long-Term Financing has been funded into escrow to fund the EuroAuction Acquisition
and remains in escrow; provided, further notwithstanding anything herein to the contrary, interest in connection with any
Sixth Amendment Closing Date Financing shall not constitute Consolidated Interest Charges to the extent (and for so long as) such Sixth
Amendment Closing Date Financing has been funded into escrow to fund the IAA Acquisition Transactions and remains in escrow.


 


“Consolidated Interest
Coverage Ratio” means, as of any date of determination, the ratio of (a) the sum of Consolidated EBITDA for the most recently
completed four fiscal quarters to (b) Consolidated Interest Charges paid in cash for the most recently completed four fiscal
quarters.


 


“Consolidated Leverage
Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to
(b) Consolidated EBITDA for the most recently completed four fiscal quarters.


 


“Consolidated Net
Income” means, for any period, for the Company and its Subsidiaries on a consolidated basis, net income (or loss) for such
period; provided that Consolidated Net Income shall exclude (a) extraordinary gains and extraordinary losses for such period
and (b) any income (or loss) for such period of any Person if such Person is not a Subsidiary, except that the Company’s equity
in the net income of any such Person for such period shall be included in Consolidated Net Income up to the aggregate amount of cash
actually distributed by such Person during such period to the Company or a Subsidiary as a dividend or other distribution.


 






    18


     


    

 


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


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Covered Entity”
means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 382.2(b).


 


“Covered Party”
has the meaning specified in Section 11.22.


 


“Credit Extension”
means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.


 


“CTA”
means the United Kingdom Corporation Tax Act 2009.


 


“Daily Simple SOFR”
with respect to any applicable determination date means the secured overnight financing rate (“SOFR”) published on
such date by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal
Reserve Bank of New York’s website (or any successor source).


 


“Debt Issuance”
means the issuance by any Loan Party or any Subsidiary of any Indebtedness other than Indebtedness permitted under Section 7.03.


 


“Debtor Relief Laws”
means the Bankruptcy Code of the United States, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement
Act (Canada), the Winding-Up and Restructuring Act (Canada), the Dutch Bankruptcy Code (Faillissementswet), Insolvency Act
1986 (United Kingdom), the Corporations Act 2001 (Cth), the Bankruptcy Act 1966 (Cth), and all other liquidation, provisional liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, administration, insolvency,
stay, winding up, deregistration, compromise or composition, reorganization, scheme of arrangement, Laws affecting creditors’ rights
generally or similar debtor relief Laws of the United States, Australia, Canada, Japan, the Netherlands, the United Kingdom, Mexico or
other applicable jurisdictions from time to time in effect.


 


“Default”
means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.


 


“Default
Rate” means (a) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent
(2%) in excess of the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not
specified or available, a rate per annum equal to the Base Rate or the Canadian Prime Rate, as applicable, plus the
Applicable Rate for Revolving Loans that are Base Rate Loans or Canadian Prime Rate Loans plus two percent (2%), in each
case, to the fullest extent permitted by applicable Law.


 






    19


     


    

 


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


 


“Defaulting Lender”
means, subject to Section 2.15(d), any Lender that (a) has failed to (i) fund all or any portion of its Loans within
two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and
the Company in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent
to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing)
has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender any other
amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within
two Business Days of the date when due, (b) has notified the Company, the Administrative Agent, the L/C Issuer or the Swing Line
Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect
(unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position
is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with
any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed,
within three Business Days after written request by the Administrative Agent or the Company, to confirm in writing to the Administrative
Agent and the Company that it will comply with its prospective funding obligations hereunder (provided that such Lender shall
cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative
Agent and the Company), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding
under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for
the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal
Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject
of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition
of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership
interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the
enforcement of judgments or writs of attachment on its assets (except for EDC) or permit such Lender (or such Governmental Authority)
to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative
Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of
the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting
Lender (subject to Section 2.15(d)) as of the date established therefor by the Administrative Agent in a written notice of
such determination, which shall be delivered by the Administrative Agent to the Company, the L/C Issuer, the Swing Line Lender and each
other Lender promptly following such determination.


 


“Delayed-Draw
Term Loan” has the meaning specified in Section 2.01(d). The aggregate principal amount of the Delayed-Draw
Term Loans outstanding on the Fourth Amendment Effective Date (after giving effect to the initial Borrowing thereof on the Fourth
Amendment Effective Date) is CAD$118,889,995.48.


 






    20


     


    

 


“Delayed-Draw Term
Loan Commitment” means, as to any Term Lender, such Term Lender’s obligation to make its portion of Delayed-Draw Term
Loans to the Company, Ritchie Bros. Auctioneers (Canada) Ltd., Ritchie Bros. Holdings Ltd., Ritchie Bros. Holdings Inc., Ritchie Bros.
Auctioneers (America) Inc., Ritchie Bros. UK Limited and/or Ritchie Bros. UK Holdings Limited pursuant to Section 2.01(d),
in an aggregate principal amount not to exceed the amount set forth opposite such Term Lender’s name on Schedule 2.01
or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto. The aggregate amount of all Delayed-Draw
Term Loan Commitments in effect on the Fourth Amendment Effective Date (prior to giving effect to the initial Borrowing of Delayed-Draw
Term Loans on the Fourth Amendment Effective Date) is $295,000,000.


 


“Designated Borrower”
has the meaning specified in the introductory paragraph hereto.


 


“Designated Borrower
Joinder Agreement” has the meaning specified in Section 2.17.


 


“Designated Borrower
Request” has the meaning specified in Section 2.17.


 


“Designated Jurisdiction”
means any country or territory to the extent that such country or territory itself is the subject of any Sanction.


 


“Designated Non-Cash
Consideration” means the fair market value of non-cash consideration in connection with a Disposition pursuant to Section 7.05(d) that
is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Company, setting forth the
basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted
to cash within 365 days following the consummation of the applicable Disposition).


 


“Disinterested Director”
shall mean, with respect to any Person and transaction, a member of the Board of Directors of such Person who does not have any material
direct or indirect financial interest in or with respect to such transaction.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition of any property by any Loan Party or any
Subsidiary, including any Sale and Leaseback Transaction and any sale, assignment, transfer or other disposal, with or without recourse,
of any notes or accounts receivable or any rights and claims associated therewith, but excluding any Recovery Event.


 


“Disqualified Equity
Interest” means, with respect to any Person, any Equity Interest in such Person that by its terms (or by the terms of any security
into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the
happening of any event or condition:


 


(a)            matures
or is mandatorily redeemable (other than solely for Equity Interests in such Person or the Company that do not constitute
Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund
obligation or otherwise;


 






    21


     


    

 


(b)            is
convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Indebtedness or Equity Interests (other than
solely for Equity Interests in such Person or the Company that do not constitute Disqualified Equity Interests and cash in lieu of fractional
shares of such Equity Interests); or


 


(c)            is
redeemable (other than solely for Equity Interests in such Person or the Company and cash in lieu of fractional shares of such Equity
Interests) or is required to be repurchased by such Person or any of its Affiliates, in whole or in part, at the option of the holder
thereof;


 


in each case, on or prior to the date 91 days
after the Maturity Date; provided, however, that (i) an Equity Interest in any Person that would not constitute a
Disqualified Equity Interest but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such
Equity Interest upon the occurrence of an “asset sale,” “condemnation event,” a “change of control”
or similar event shall not constitute a Disqualified Equity Interest if any such requirement becomes operative only after repayment in
full of all the Loans and all other Obligations that are accrued and payable and the termination of the Commitments and (ii) if
an Equity Interest in any Person is issued pursuant to any plan for the benefit of employees of the Company or any of its Subsidiaries
or by any such plan to such employees, such Equity Interest shall not constitute a Disqualified Equity Interest solely because it may
be required to be repurchased by the Company or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations
of such Person or as a result of such employee’s termination, death, or disability.


 


“Dollar”
and “$” mean lawful money of the United States.


 


“Dollar Equivalent”
means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if
such amount is expressed in an Alternative Currency, the equivalent of such amount in Dollars determined by using the rate of exchange
for the purchase of Dollars with the Alternative Currency last provided (either by publication or otherwise provided to the Administrative
Agent or the L/C Issuer, as applicable) by the applicable Bloomberg source (or such other publicly available source for displaying exchange
rates) on the date that is two (2) Business Days immediately preceding the date of determination (or if such service ceases to be
available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as determined by the Administrative Agent
or the L/C Issuer, as applicable, using any reasonable method of determination it deems appropriate in its sole discretion) and (c) if
such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by the Administrative Agent
or the L/C Issuer, as applicable, using any reasonable method of determination it deems appropriate in its sole discretion. Any determination
by the Administrative Agent or the L/C Issuer pursuant to clauses (b) or (c) above shall be conclusive absent
manifest error.


 


“Dutch Autoborrow
Agreement” has the meaning specified in Section 2.04D(b)(ii).


 






    22


     


    

 


“Dutch Borrower”
means any Borrower organized under the Laws of the Netherlands. As of the Sixth Amendment Closing Date, Ritchie Bros. Holdings B.V.,
a Netherlands company, Ritchie Bros. B.V., a Netherlands company, Ritchie Bros. Properties B.V., a Netherlands company, and Ritchie Bros.
Shared Services B.V., a Netherlands company, are the Dutch Borrowers.


 


“Dutch Swing Line
Commitment” means, as to the Dutch Swing Line Lender, its obligation to make Dutch Swing Line Loans pursuant to Section 2.04D
in an aggregate principal amount at any one time outstanding not to exceed the Dutch Swing Line Sublimit.


 


“Dutch Swing Line
Lender” means any Lender selected by the Company, with such selection to be agreed to by such Lender in its sole discretion
and approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed), through itself or through
one of its designated Affiliates or branch offices, in its capacity as provider of Dutch Swing Line Loans, or any successor Dutch swing
line lender hereunder.


 


“Dutch Swing Line
Loan” has the meaning specified in Section 2.04D(a).


 


“Dutch Swing Line
Loan Notice” means a notice of a Borrowing of Dutch Swing Line Loans pursuant to Section 2.04D(b), which shall
be substantially in the form of Exhibit 2.04D or such other form as approved by the Administrative Agent (including any form
on an electronic platform or electronic transmission system as shall be approve by the Administrative Agent), appropriately completed
and signed by a Responsible Officer of the applicable Borrower.


 


“Dutch Swing Line
Sublimit” means an amount equal to $15,000,000. The Dutch Swing Line Sublimit is part of, and not in addition to, the Aggregate
Revolving A Commitments.


 


“EDC”
means Export Development Canada, a corporation established by an Act of the Parliament of Canada.


 


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


 


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


 


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


 


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


 


“Electronic Copy”
has the meaning specified in Section 11.17.


 






    23


     


    

 


“Electronic Record”
and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may
be amended from time to time.


 


“Eligible Assignee”
means any Person that meets the requirements to be an assignee under Sections 11.06(b)(iii) and (v) (subject
to such consents, if any, as may be required under Section 11.06(b)(iii)).


 


“Eligible Currency”
means any lawful currency other than Dollars that is readily available, freely transferable and convertible into Dollars in the international
interbank market available to the Lenders in such market and as to which a Dollar Equivalent may be readily calculated. If, after the
designation by the Lenders of any currency as an Alternative Currency, any change in currency controls or exchange regulations or any
change in the national or international financial, political or economic conditions are imposed in the country in which such currency
is issued, result in, in the reasonable opinion of the Administrative Agent (in the case of any Loans to be denominated in an Alternative
Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency), (a) such currency
no longer being readily available, freely transferable and convertible into Dollars, (b) a Dollar Equivalent is no longer readily
calculable with respect to such currency or (c) providing such currency is impracticable for the Lenders (each of (a), (b), and
(c) a “Disqualifying Event”), then the Administrative Agent shall promptly notify the Lenders and the Company,
and such country’s currency shall no longer be an Alternative Currency until such time as the Disqualifying Event(s) no longer
exist. Within, five (5) Business Days after receipt of such notice from the Administrative Agent, the Borrowers shall repay all
Loans in such currency to which the Disqualifying Event applies or convert such Loans into the Dollar Equivalent of Loans in Dollars,
subject to the other terms contained herein.


 


“Enhanced €STR”
means, with respect to any applicable determination date, the percentage rate per annum which is the aggregate of the applicable:


 


(a)            €STR;
and


 


(b)            EONIA-€STR
Spread.


 


“Environmental Laws”
means any and all federal, state, provincial, territorial, local and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and
the protection of the environment or the release of any materials into the environment, including those related to hazardous substances
or wastes, air emissions and discharges to waste or public systems.


 


“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities), of any Loan Party or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure
to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 






    24


     


    

 


“EONIA-€STR
Spread” means, with respect to any applicable determination date:


 


(a)            the
percentage rate per annum which is, or remains, published on that day as the “EONIA-€STR spread” by the European Central
Bank; or


 


(b)            if
no such rate is, or remains, published on that day, the percentage rate per annum which was the “EONIA-€STR spread”
most recently published by the European Central Bank.


 


“Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, and
all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other
ownership or profit interests in) such Person.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(b) or
(c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions
relating to Section 412 of the Internal Revenue Code).


 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Company or any ERISA Affiliate from
a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity 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 the Company or any ERISA Affiliate from a Multiemployer Plan or notification that
a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment
as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension
Plan; (f) any 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; (g) the determination that any Pension Plan is considered an at-risk plan or a plan
in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303,
304 and 305 of ERISA; (h) 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 the Company or any ERISA Affiliate or (i) a failure by the Company or any ERISA Affiliate
to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the
failure by the Company or any ERISA Affiliate to make any required contribution to a Multiemployer Plan.


 


“€STR”
means, with respect to any applicable determination date, the euro short-term rate administered by the European Central Bank ((or any
other person which takes over the administration of that rate) published on the fifth Business Day preceding such date on the applicable
Reuters screen page providing such quotations as may be designated by the Administrative Agent from time to time); provided however
that if such determination date is not a Business Day, €STR means such rate that applied on the first Business Day immediately
prior thereto.


 






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


 


“EuroAuction”
means Euro Auctions Limited, a private limited company incorporated in Northern Ireland with company number NI663696, Euro Auctions Holdings
Limited, a private limited company incorporated in Northern Ireland with company number NI643796, William Keys & Sons Holdings
Limited, a private limited company incorporated in Northern Ireland with company number NI663694, Equipment Sales Ltd, a private limited
company incorporated in Northern Ireland with company number NI668774, and Equipment & Plant Services Ltd, a private limited
company incorporated in Northern Ireland with company number NI666354, together with their Subsidiaries.


 


“EuroAuction Acquisition”
means the Acquisition of EuroAuction pursuant to the terms of the EuroAuction Acquisition Agreement.


 


“EuroAuction Acquisition
Agreement” means that certain Sale and Purchase Agreement, dated as of August 9, 2021, among the “Vendors”
party thereto, Euro Auctions FZE, the Company, and Ritchie Bros. UK Holdings Ltd, and all exhibits, schedules and annexes thereto.


 


“EuroAuction Acquisition
Closing Date” means the date that the EuroAuction Acquisition is consummated.


 


“Event of Default”
has the meaning specified in Section 8.01.


 






    26


     


    

 


“Excluded
Property” means, with respect to any Loan Party, (a) any owned or leased real property, (b) unless otherwise
agreed in writing by the Company and the Administrative Agent, any IP Rights (i) for which a perfected Lien thereon is not
effected either by filing of a Uniform Commercial Code financing statement, a PPSA financing statement or by appropriate evidence of
such Lien being filed in either the United States Copyright Office, the United States Patent and Trademark Office or the Canadian
Intellectual Property Office or (ii) that consist of any intent-to-use trademark application prior to the filing of a
 “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and
solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of
such intent-to-use trademark application under applicable U.S. federal Law, (c) unless otherwise agreed in writing by the
Company and the Administrative Agent, any personal property (in the case of the UCC) or any property (in the case of the PPSA), in
each case other than property described in clause (b) above, for which the attachment or perfection of a Lien
thereon is not governed by the Uniform Commercial Code or the PPSA, as applicable, (d) any motor vehicles and other assets
subject to certificates of title that any Loan Party takes interests in (whether as consignee or purchaser) for the purposes of
selling at auction, to the extent that a security interest therein cannot be perfected by filing a Uniform Commercial Code or PPSA
financing statement, (e) letter of credit rights (other than to the extent such rights can be perfected by filing a Uniform
Commercial Code or a PPSA financing statement), (f) “margin stock” (within the meaning of Regulation U of the FRB)
and pledges and security interests prohibited by applicable Law, rule or regulation or agreements with any Governmental
Authority or which would require governmental (including regulatory) consent, approval, license or authorization to provide such
security interest unless such consent, approval, license or authorization has been received, in each case, after giving effect to
the applicable anti-assignment provisions of the Uniform Commercial Code or the PPSA or other applicable Law, (g) any Equity
Interests of a Person to the extent that, and for so long as (i) such Equity Interests constitute less than 100% of all Equity
Interests of such Person, and the Person or Persons holding the remainder of such Equity Interests are not the Company or its
Subsidiaries and (ii) the granting of a security interest in such Equity Interests in favor of the Administrative Agent are not
permitted by the terms of such issuing Person’s Organization Documents or otherwise require the consent of a Person or Persons
who are not Subsidiaries of the Company (other than any approval or consent that may be required from the board of directors or
shareholders of any Canadian Subsidiary pursuant to its constating documents), other than to the extent that any such law, rule,
regulation, term, prohibition, restriction or condition would be rendered ineffective pursuant to the Uniform Commercial Code, the
PPSA or any other applicable Law (including Debtor Relief Laws) or principles of equity, (h) deposit accounts, securities
accounts, commodities accounts and other similar accounts maintained for the sole purpose of funding payroll obligations, employee
benefit or health benefit obligations, tax obligations, escrow arrangements or holding funds owned by Persons other than the Company
or any Subsidiary, (i) the Equity Interests of any direct International Subsidiary (other than a Canadian Subsidiary) of any
Loan Party to the extent not required to be pledged to secure the Obligations pursuant to Section 6.14(a), (j) any
property which, subject to the terms of Section 7.09, is subject to a Lien of the type described in Section 7.01(i) pursuant
to documents which prohibit such Loan Party from granting any other Liens in such property, (k) any General Intangible (as
defined in the Uniform Commercial Code), permit, lease, license, contract or other Instrument (as defined in the Uniform Commercial
Code) of any Loan Party to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract
or other Instrument in the manner contemplated by any Collateral Document, under the terms thereof or under applicable Law, is
prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or
otherwise alter such Loan Party’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of
time or both); provided that (1) any such limitation described in this clause (k) shall only apply to
the extent that any such prohibition would not be rendered ineffective pursuant to the Uniform Commercial Code, the PPSA or any
other applicable Law (including Debtor Relief Laws) or principles of equity and (2) in the event of the termination or
elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit,
lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or
upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such
General Intangible, permit, lease, license, contract or other Instrument shall be automatically shall be included as
 “Collateral”, and (l) any assets of such Loan Party as to which the Administrative Agent and the Company agree in
writing (including by e-mail) that the cost, burden or consequences (including adverse tax consequences) of obtaining or perfecting
a security interest in such assets is excessive in relation to the value of such assets as Collateral.


 






    27


     


    

 


“Excluded
Subsidiary” means (a) any Immaterial Subsidiary, (b) any Subsidiary that (i) is not permitted by applicable
Law to provide the Guaranty, (ii) would require governmental (including regulatory) consent, approval, license or authorization
to provide the Guaranty, unless such consent, approval, license or authorization has been obtained (it being understood there is no
obligation to obtain the same), (iii) is a non-Wholly-Owned Subsidiary, (iv) is a captive insurance company or (v) is
a not-for-profit Subsidiary, (c) any CFC, any U.S. Subsidiary all or substantially all of the assets of which consist of
the Equity Interests of one or more CFCs, or any U.S. Subsidiary that is a Subsidiary of a CFC, in each case pursuant to this clause (c),
except to the extent that the Administrative Agent and the Company have mutually agreed in writing (including by email) that the
cost, burden or consequences (including adverse tax consequences) of obtaining the Guaranty of such Subsidiary would not be
excessive in light of the practical benefits to the Lenders afforded thereby.


 


“Excluded Swap Obligation”
means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Loan
Party of, or the grant under a Loan Document by such Loan Party of a security interest to secure, such Swap Obligation (or any Guarantee
thereof) is or becomes illegal under the Commodity Exchange Act (or the application or official interpretation thereof) by virtue of
such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity
Exchange Act (determined after giving effect to Section 10.08 and any and all guarantees of such Loan Party’s Swap
Obligations by other Loan Parties) at the time the Guaranty of such Loan Party, or grant by such Loan Party of a security interest, becomes
effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract,
such exclusion shall apply to only the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty
or security interest is or becomes illegal.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to
a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in
each case, (i) 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 Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that
are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for
the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on
which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Company
under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant
to Section 3.01(a)(ii), 3.01(a)(iii) or 3.01(f), amounts with respect to such Taxes were payable either
to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed
its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(h), (d) any
Taxes compensated for under Section 3.01(b)(ii) (or would have been compensated for under that paragraph but was not
so compensated solely because one of the exceptions in Section 3.01(b)(iii) applied) and (e) any U.S. federal
withholding Taxes imposed pursuant to FATCA.


 


“Existing 2025 Notes”
means the 5.375% senior notes due January 15, 2025 governed by that certain Indenture, dated as of December 21, 2016, among
the Company, the guarantors party thereto and the trustee party thereto, as amended, restated, supplemented or otherwise modified from
time to time.


 


“Existing Letters
of Credit” means letters of credit set forth on Schedule 1.01.


 


“Facility Office”
means, with respect to any Lender, the office through which such Lender will perform its obligations under this Agreement.


 






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“Facility Termination
Date” means the date as of which all of the following shall have occurred: (a) all Commitments have terminated, (b) all
Obligations arising under the Loan Documents have been paid in full (other than contingent indemnification obligations for which no claim
has been asserted), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit that have been Cash Collateralized).


 


“FASB ASC”
means the Accounting Standards Codification of the Financial Accounting Standards Board.


 


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


 


“Federal Funds Rate”
means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions
by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website
from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective
rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for
purposes of this Agreement.


 


“Fee Letter”
means the letter agreement, dated August 25, 2021 among the Company and BofA Securities.


 


“Fifth Amendment
Effective Date” means February 16, 2022.


 


“Foreign Credit
Facilities Bank” means any Lender, the Administrative Agent or any Affiliate thereof that is a party to a Secured Foreign Credit
Facility and with respect to which a Secured Party Designation Notice has been delivered to the Administrative Agent (unless such Foreign
Credit Facilities Bank is the Administrative Agent or an Affiliate thereof) prior to the execution and delivery of such Secured Foreign
Credit Facility.


 


“Foreign Lender”
means (a) with respect to a Borrower that is a U.S. Person, a Lender that is not a U.S. Person, and (b) with respect
to a Borrower that 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. For purposes of this definition, the United States, each State thereof and the District
of Columbia shall be deemed to constitute a single jurisdiction.


 


“Foreign Plan”
means any employee benefit plan (other than an Canadian Plan) maintained by the Company or any of its Subsidiaries that is mandated or
governed by any Law, rule or regulation of any Government Authority other than the United States, any state thereof or any other
political subdivision thereof.


 


“Fourth Amendment
Effective Date” means September 21, 2021.


 






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


 


“Fronting Exposure”
means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage
of the Outstanding Amount of all outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation
obligation has been reallocated to other Revolving A Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with
respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans
as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving A Lenders in accordance with
the terms hereof.


 


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


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board, consistently applied.


 


“Governmental Authority”
means the government of the United States, Canada or any other nation, or of any political subdivision thereof, whether state, provincial,
territorial 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 the Financial
Conduct Authority, the Prudential Regulation Authority, any supra-national bodies such as the European Union or the European Central
Bank).


 


“GS Principal Investor
Lender” means each investment entity and/or other affiliate of Goldman Sachs & Co. LLC or any fund, investor,
entity or account that is managed, sponsored or advised by Goldman Sachs & Co. LLC or its affiliates, in each case, that
is a Lender as of the Sixth Amendment Closing Date.


 


“GS Principal Investors”
means each GS Principal Investor Lender and any Other GS Principal Investor.


 


“Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect
of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect,
(i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation,
(ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such
Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain
working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the
primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or
performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any
assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such
Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary
obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term
 “Guarantee” as a verb has a corresponding meaning.


 






    30


     


    

 


“Guarantors”
means, collectively, (a) each Subsidiary of the Company identified as a “Guarantor” on the signature pages hereto
and not otherwise designated as a “Borrower” on the signature pages hereto, (b) each Person that joins as a Guarantor
pursuant to Section 6.13 or otherwise, (c) with respect to (i) all Obligations of each Designated Borrower, (ii) all
Obligations of any Subsidiary of the Company under any Secured Hedge Agreement, (iii) all Obligations of any Subsidiary of the Company
under any Secured Cash Management Agreement, (iv) all Swap Obligations of each Specified Loan Party (determined before giving effect
to Sections 10.01 and 10.08) under the Guaranty and (v) all Obligations of any Subsidiary of the Company under
any Secured Foreign Credit Facility, the Company, (d) with respect to (i) all Obligations of the Company and each other Designated
Borrower, (ii) all Obligations of the Company or any other Subsidiary under any Secured Hedge Agreement, (iii) all Obligations
of the Company or any other Subsidiary under any Secured Cash Management Agreement, (iv) all Swap Obligations of each Specified
Loan Party (determined before giving effect to Sections 10.01 and 10.08) under the Guaranty and (v) all Obligations
of any other Subsidiary of the Company under any Secured Foreign Credit Facility, each Designated Borrower and (e) the successors
and permitted assigns of the foregoing.


 


“Guaranty”
means the Guaranty made by the Guarantors in favor of the Administrative Agent and the other holders of the Obligations pursuant to Article X.


 


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


 


“Hedge
Bank” means any Person that (i) at the time it enters into a Swap Contract, is a Lender or the Administrative Agent
or an Affiliate of a Lender or the Administrative Agent, (ii) in the case of any Swap Contract in effect on or prior to the
Closing Date, is, as of the Closing Date or within 30 days thereafter, a Lender or the Administrative Agent or an Affiliate of a
Lender or the Administrative Agent and a party to a Swap Contract or (iii) within 30 days after the time it enters into the
applicable Swap Contract, becomes a Lender, the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, in
each case, in its capacity as a party to such Swap Contract; provided, in the case of a Secured Hedge Agreement with a Person
who is no longer a Lender (or Affiliate of a Lender), such Person shall be considered a Hedge Bank only through the stated
termination date (without extension or renewal) of such Secured Hedge Agreement.


 






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“Honor Date”
has the meaning set forth in Section 2.03(c).


 


“Hostile Acquisition”
means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such
Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing
body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval
has been withdrawn.


 


“IAA Acquisition”
means the Acquisition of IAA, Inc. and its Subsidiaries pursuant to the terms of the IAA Purchase Agreement.


 


“IAA Acquisition
Transactions” means (a) the consummation of the IAA Acquisition, (b) the repayment or redemption of IAA, Inc.’s
existing 5.50% senior notes due 2027 governed by that certain Indenture, dated as of June 6, 2019, among IAA Spinco Inc. (n/k/a
IAA, Inc.), as the company, the guarantors party thereto and the trustee party thereto, (c) the repayment of IAA, Inc.’s
existing credit facilities under that certain Credit Agreement, dated as of April 30, 2021, among Target, the lenders and issuing
lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent, (d) the incurrence of any Sixth
Amendment Closing Date Financing (including the New Term A Loans), (e) the issuance by the Company of common shares in accordance
with the IAA Purchase Agreement, (f) the effectiveness of the Sixth Amendment, (g) the incurrence of liens securing the Existing
2025 Notes, if applicable, and (h) payment of any or all of the fees and expenses incurred in connection with the foregoing.


 


“IAA Purchase Agreement”
means that certain Agreement and Plan of Merger and Reorganization (together with all exhibits, schedules and annexes thereto) dated
November 7, 2022, by and among the Company, certain subsidiaries of the Company party thereto and IAA, Inc.


 


“IFRS”
means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial
statements delivered under or referred to herein.


 


“Immaterial Subsidiary”
means any Subsidiary that is not a Material Subsidiary.


 


“Incremental Amount”
means, at any time after the Sixth Amendment Closing Date, an amount not to exceed (a) $750,000,000 plus (b) if the
Consolidated Leverage Ratio, at the time of incurrence of such Incremental Amount and after giving effect thereto (and the use of proceeds
thereof) on a Pro Forma Basis in accordance with Section 1.11, is less than or equal to 3.00 to 1.00 (assuming for purposes
of such calculation that any Incremental Revolving Commitments being incurred at the time of such calculation are fully drawn), an unlimited
amount (this clause (b), the “Incremental Ratio Basket”); it being understood that, if the Consolidated
Leverage Ratio set forth in clause (b) is satisfied on such date on a Pro Forma Basis, any such Indebtedness may, at
the sole discretion of the Company, be incurred under clause (b) regardless of whether there is capacity to incur such
Indebtedness under clause (a).


 






    32


     


    

 


“Incremental Facility
Amendment” has the meaning specified in Section 2.16.


 


“Incremental Facility
Loans” has the meaning specified in Section 2.16(b).


 


“Incremental Request”
has the meaning specified in Section 2.16(b).


 


“Incremental Revolving
Commitments” has the meaning specified in Section 2.16(b).


 


“Incremental Revolving
Loans” has the meaning specified in Section 2.16(b).


 


“Incremental Term
Facility” has the meaning specified in Section 2.16(b).


 


“Incremental Term
Loans” has the meaning specified in Section 2.16(b).


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities
in accordance with GAAP:


 


(a)            all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;


 


(b)            the
maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties,
surety bonds and similar instruments issued by or for the account of such Person;


 


(c)            the
Swap Termination Value of any Swap Contract;


 


(d)            all
obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary
course of business and any earn-out obligation until such obligation becomes a liability on the balance sheet of the Company and its
Subsidiaries in accordance with GAAP and if not paid when due and payable);


 


(e)            indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising
under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person
or is limited in recourse;


 


(f)            all
Attributable Indebtedness of such Person;


 


(g)            all
obligations of such Person in respect of Disqualified Equity Interests of such Person;


 


(h)            all
Guarantees of such Person in respect of any of the foregoing; and


 


(i)            all
Indebtedness of the types referred to in clauses (a) through (h) above of any partnership or joint venture
(other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint
venturer, unless such Indebtedness is expressly made non-recourse to such Person;


 






    33


     


    

 


provided that the term “Indebtedness”
shall not include (i) deferred or prepaid revenue, (ii) purchase price holdbacks in respect of a portion of the purchase price
of an asset to satisfy warranty or other unperformed obligations of the seller, (iii) accrued expenses and (iv) obligations
in respect of operating leases. For all purposes hereof, the Indebtedness of the Company and its Wholly-Owned Subsidiaries shall exclude
intercompany liabilities arising from their cash management and accounting operations and intercompany loans, advances or Indebtedness
among the Company and its Wholly-Owned Subsidiaries having a term not exceeding 364 days (inclusive of any rollover or extensions of
terms) and made in the ordinary course of business.


 


“Indemnified Taxes”
means (a) 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 (b) to the extent not otherwise described in clause (a), Other Taxes.


 


“Indemnitee”
has the meaning specified in Section 11.04(b).


 


“Indian Facilities”
means the line of credit and other extensions of credit provided by a Foreign Credit Facilities Bank to one or more Wholly-Owned Subsidiaries
of the Company that are incorporated under the laws of India, in an aggregate principal amount not to exceed $5,000,000 at any time outstanding.


 


“Information”
has the meaning specified in Section 11.07.


 


“Intercreditor Agreement”
means a customary intercreditor agreement in form and substance reasonably satisfactory to the Company and the Administrative Agent (it
being understood and agreed that, for the avoidance of doubt, such intercreditor agreement shall be posted for Lenders by the Administrative
Agent).


 


“Interest Payment
Date” means (a) as to any Adjusted Term SOFR Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for an Adjusted Term SOFR Loan exceeds three months, the
respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; (b) as
to any Adjusted Daily Term SOFR Loan, Base Rate Loan or any Canadian Prime Rate Loan (including a Swing Line Loan), the last Business
Day of each March, June, September and December and the Maturity Date; (c) as to any Alternative Currency Daily Rate Loan,
the last Business Day of each March, June, September and December and the Maturity Date; and (d) as to any Alternative
Currency Term Rate Loan, the last day of each Interest Period applicable to such Loan; provided, however, that if any Interest
Period for an Alternative Currency Term Rate Loan exceeds three months, the respective dates that fall every three months after the beginning
of such Interest Period shall be Interest Payment Dates.


 


“Interest
Period” means, as to each Adjusted Term SOFR Loan and Alternative Currency Term Rate Loan (other than a CDOR Rate Loan),
the period commencing on the date such Loan is disbursed or converted to or continued as an Adjusted Term SOFR Loan or an
Alternative Currency Term Rate Loan (other than a CDOR Rate Loan), as applicable, and ending on the date one, three or six months
thereafter, as selected by the applicable Borrower in its Loan Notice, or such other period that is twelve months or less requested
by the applicable Borrower and consented to by all the appropriate Lenders and the Administrative Agent (in the case of each
requested Interest Period, subject to availability), and as to each CDOR Rate Loan, the period commencing on the date such Loan is
disbursed or converted to or continued as a CDOR Rate Loan, and ending on the date one or three months thereafter, as selected by
the applicable Borrower in its Loan Notice; provided that:


 






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(a)            any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless,
in the case of an Adjusted Term SOFR Loan or Alternative Currency Term Rate Loan, such Business Day falls in another calendar month,
in which case such Interest Period shall end on the next preceding Business Day;


 


(b)            any
Interest Period pertaining to an Adjusted Term SOFR Loan or Alternative Currency Term Rate Loan that begins on the last Business Day
of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and


 


(c)            no
Interest Period shall extend beyond the Maturity Date;


 


provided, further, that, in the
case of an Alternative Currency Term Rate Loan denominated in Australian Dollars only, if the Administrative Agent agrees, the relevant
Australian Borrower may select an Interest Period which ends on a day other than the last day of a month (but no more than five days
before or after the last day of the relevant month), where necessary to ensure that the Interest Period is in the same half month maturity
pool used by Australian market convention for determining rates that would have applied had the selection of either or both of the maturity
pool or the selection of the Interest Period not followed a modified following business day convention.


 


“Internal Revenue
Code” means the United States Internal Revenue Code of 1986.


 


“International Loan
Party” means any Loan Party other than a U.S. Borrower or a U.S. Guarantor.


 


“International Subsidiary”
means any Subsidiary that is not a U.S. Subsidiary.


 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or
other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption
of Indebtedness of, or purchase or other acquisition of any other Indebtedness or equity participation or interest in, another Person,
including any partnership or joint venture interest in such other Person (excluding, in the case of the Company and its Wholly-Owned
Subsidiaries, intercompany loans, advances, or Indebtedness among the Company and its Wholly-Owned Subsidiaries having a term not exceeding
364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business), or (c) an Acquisition.
For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent
increases or decreases in the value of such Investment.


 


“IP Rights”
has the meaning specified in Section 5.17.


 






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“Ipso Facto Event”
means, in relation to an Australian Borrower, a Borrower is the subject of (a) an announcement, application, compromise, arrangement,
managing controller, or administration as described in section 415D(1), 434J(1) or 451E(1) of the Corporations Act 2001
(Cth), or (b) any process which under any law with a similar purpose may give rise to a stay on, or prevention of, the exercise
of contractual rights.


 


“Irish Guarantor”
means any Guarantor incorporated under the laws of Ireland.


 


“IRS”
means the United States Internal Revenue Service.


 


“ISP”
means the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof
as may be in effect at the applicable time).


 


“Issuer Documents”
means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered
into by the L/C Issuer and the Company (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.


 


“ITA”
means the United Kingdom Income Tax Act 2007.


 


“Japanese Borrower”
means any Borrower organized under the Laws of Japan. As of the Sixth Amendment Closing Date, Ritchie Bros. Properties Japan K.K. and
Ritchie Bros. Auctioneers (Japan) Kabushiki Kaisha are Japanese Borrowers.


 


“Joinder Agreement”
means a joinder agreement substantially in the form of Exhibit 6.13 executed and delivered by a Subsidiary in accordance
with the provisions of Section 6.13 or any other documents as the Administrative Agent shall deem appropriate and reasonably
request for such purpose.


 


“Joint Bookrunner”
means each of BofA Securities, Royal Bank of Canada, Goldman Sachs Bank USA, Wells Fargo Securities, LLC in its capacity as joint bookrunner.


 


“Judgment Currency”
has the meaning specified in Section 11.19.


 


“Junior Financing”
means Indebtedness of a Loan Party that is secured by the Collateral on a junior–priority basis with the Obligations or subordinated
to the Obligations expressly by its terms (other than intercompany Indebtedness), in each case pursuant to an intercreditor agreement
or subordination agreement on terms reasonably acceptable to the Administrative Agent.


 


“Laws”
means, collectively, all international, foreign, federal, state, provincial, territorial and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration
thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative
orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each
case whether or not having the force of Law.


 






    36


     


    

 


“L/C Advance”
means, with respect to each Revolving A Lender, such Revolving A Lender’s funding of its participation in any L/C Borrowing in
accordance with its Applicable Percentage. All L/C Advances shall be denominated in Dollars.


 


“L/C Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Borrowing of Revolving A Loans. All L/C Borrowings shall be denominated in Dollars.


 


“L/C Commitment”
means, as to any L/C Issuer, its obligation to issue Letters of Credit pursuant to Section 2.03 in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite its name on Schedule 1.01(a), as such amount
may be adjusted from time to time in accordance with this Agreement.


 


“L/C Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount
thereof.


 


“L/C Issuer”
means (i) Bank of America, through itself or through one of its designated Affiliates or branch offices, (ii) Royal Bank of
Canada, through itself or through one of its designated Affiliates or branch offices, (iii) Wells Fargo Bank, N.A., Canadian Branch,
through itself or through one of its designated Affiliates or branch offices, (iv) HSBC Bank Canada, through itself or through one
of its designated Affiliates or branch offices, and/or (v) each other Lender selected by the Company as an L/C Issuer, with such
selection to be agreed to by such Lender in its sole discretion and approved by the Administrative Agent (such approval not to be unreasonably
withheld, conditioned or delayed), in each case, in its capacity as issuer of Letters of Credit hereunder, with each of their respective
successors in such capacity. In the event there is more than one L/C Issuer at any time, references herein and in the other Loan Documents
to the L/C Issuer shall be deemed to refer to the L/C Issuer in respect of the applicable Letter of Credit or to all L/C Issuers, as
the context requires.


 


“L/C Obligations”
means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus
the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under
any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. For all purposes
of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder
by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the
amount so remaining available to be drawn.


 


“Lead Arranger”
means each of BofA Securities, Royal Bank of Canada, Goldman Sachs Bank USA, Wells Fargo Securities, LLC, The Bank of Nova Scotia, and
Export Development Canada in its capacity as joint lead arranger.


 


“Lender Parties”
means, collectively, the Lenders, the Swing Line Lender and the L/C Issuer.


 


“Lenders”
means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a “Lender”
in accordance with this Agreement and their successors and assigns, in each case, other than any such Person that ceases to be a party
hereto pursuant to an Assignment and Assumption, and, unless the context requires otherwise, includes the Swing Line Lender.


 






    37


     


    

 


“Lending Office”
means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire,
or such other office or offices as a Lender may from time to time notify the Company and the Administrative Agent, which office may include
any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires
each reference to a Lender shall include its applicable Lending Office.


 


“Letter of Credit”
means (a) any letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder
and shall include the Existing Letters of Credit and (b) any bank guaranty to secure the payment of financial obligations (or the
performance of non-financial obligations) of the Company or any Subsidiary. A Letter of Credit may be a commercial letter of credit,
a standby letter of credit or bank guaranty. Letters of Credit may be issued in Dollars or in an Alternative Currency. Notwithstanding
anything to the contrary contained herein, a letter of credit or bank guaranty issued by an L/C Issuer other than Bank of America (or
a designated Affiliate thereof) shall not be a “Letter of Credit” for purposes of the Loan Documents until such time
as the Administrative Agent has been notified of the issuance thereof by the applicable L/C Issuer and has confirmed availability under
the Aggregate Revolving A Commitments and the Letter of Credit Sublimit with the applicable L/C Issuer.


 


“Letter of Credit
Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to
time in use by the L/C Issuer.


 


“Letter of Credit
Expiration Date” means the day that is five days prior to the Maturity Date then in effect (or, if such day is not a Business
Day, the next preceding Business Day).


 


“Letter of Credit
Fee” has the meaning specified in Section 2.03(h).


 


“Letter of Credit
Sublimit” means an amount equal to $125,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
Revolving A Commitments.


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority, trust (fideicomiso) or other security interest or preferential arrangement in the nature of a security interest of any
kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance
on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).


 


“Loan”
means an extension of credit by a Lender to a Borrower under Article II in the form of a Revolving A Loan, Revolving B Loan,
Revolving C Loan, Swing Line Loan, Delayed-Draw Term Loan or New Term A Loan, and shall include, as the context requires, any Term B
Loan and any Incremental Facility Loan.


 


“Loan
Documents” means this Agreement, each Note, each Issuer Document, each Joinder Agreement, each Designated Borrower Joinder
Agreement, the Collateral Documents, any Autoborrow Agreement, each Incremental Facility Amendment, the Fee Letter (but specifically
excluding Secured Hedge Agreements, Secured Cash Management Agreements and Secured Foreign Credit Facilities) and any agreement
creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14.


 






    38


     


    

 


“Loan Notice”
means a notice of (a) a Borrowing of Loans (other than Swing Line Loans), (b) a conversion of Loans from one Type to the other,
or (c) a continuation of Adjusted Term SOFR Loans and Alternative Currency Term Rate Loans, in each case pursuant to Section 2.02(a),
which shall be substantially in the form of Exhibit 2.02 or such other form as may be approved by the Administrative Agent
(including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately
completed and signed by a Responsible Officer of a Borrower.


 


“Loan Parties”
means, collectively, each Borrower and each Guarantor.


 


“Long-Term Financing”
means unsecured (other than, in the case of debt securities issued into escrow, Liens on the proceeds of such debt securities and any
cash or Cash Equivalents consisting of prefunded accrued interest accruing on, or additional funds or premium in respect of, such debt
securities, and any investments with respect to such proceeds) Indebtedness of the Company and/or any of its Subsidiaries consisting
of term loans or debt securities (including private placement notes) in a minimum aggregate principal amount of $700,000,000 that has
been incurred for purposes of financing the EuroAuction Acquisition and related transactions.


 


“Master Agreement”
has the meaning specified in the definition of “Swap Contract.”


 


“Material Adverse
Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties
or financial condition of the Company and its Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies
of the Administrative Agent or the Lenders under the Loan Documents or of the ability of the Loan Parties, taken as a whole, to perform
their payment obligations under the Loan Documents; or (c) a material adverse effect upon the legality, validity, binding effect
or enforceability against any Loan Party of the Loan Documents to which it is a party.


 


“Material Subsidiary”
means (a) each Loan Party and (b) each Subsidiary of the Company whose working capital plus fixed assets represent 5%
or more of the consolidated working capital plus consolidated fixed assets of the Company and its Subsidiaries, on a consolidated
basis.


 


“Maturity Date”
means September 21, 2026; provided, however, that if such date is not a Business Day, the Maturity Date shall be the
next preceding Business Day.


 


“Mexican Guarantor”
means any Guarantor incorporated under the laws of the United Mexican States.


 


“Minimum
Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account
balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 103% of
the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with respect
to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.14(a)(i), (a)(ii) or (a)(iii),
an amount equal to 103% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined by the
Administrative Agent and the L/C Issuer in their sole discretion.


 






    39


     


    

 


“Minimum Guaranty
Requirement” has the meaning specified in Section 6.13.


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto.


 


“Multiemployer Plan”
means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.


 


“Multiple Employer
Plan” means a Plan which has two or more contributing sponsors (including the Company or any ERISA Affiliate) at least two
of whom are not under common control, as such a plan is described in Section 4064 of ERISA.


 


“Net Cash Proceeds”
means the aggregate cash or Cash Equivalents proceeds received by any Loan Party or any Subsidiary in respect of any Disposition, Debt
Issuance or Recovery Event, net of (a) costs incurred in connection therewith (including legal, accounting and investment banking
fees, sales commissions, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage
recording taxes, other related expenses and brokerage, consultant and other customary fees), (b) taxes paid or payable as a result
thereof, (c) in the case of any Disposition or any Recovery Event, the amount necessary to retire any Indebtedness secured by a
Permitted Lien (ranking senior to any Lien of the Administrative Agent) on the related property; (d) in the case of a Disposition
or Recovery Event or similar proceeding, (i) any funded escrow established pursuant to the documents evidencing any Disposition
to secure any indemnification obligations or adjustments to the purchase price associated with any such Disposition; provided
that the amount of any subsequent reduction of such escrow (other than in connection with a payment in respect of any such liability)
shall be deemed to be Net Cash Proceeds occurring on the date of such reduction solely to the extent that the Company or any Subsidiary
receives cash in an amount equal to the amount of such reduction, and (ii) the amount of any liabilities directly associated with
such asset and retained by the Company or any Subsidiary and (e) the amount of any reserves established by the Company or any Subsidiary
to fund contingent liabilities reasonably estimated to be payable, that are associated with such event, provided that any reduction
at any time in the amount of any such reserves (other than as a result of payments made in respect thereof) shall be deemed to constitute
the receipt by the Company at such time of Net Cash Proceeds in the amount of such reduction; it being understood that “Net
Cash Proceeds” shall include any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration
received by any Loan Party or any Subsidiary in any Disposition, Debt Issuance or Recovery Event.


 


“New Term A Loan”
has the meaning specified in Section 2.01(e).


 


“New Term A Loan
Borrowers” means the Company, Ritchie Bros. Auctioneers (Canada) Ltd., Ritchie Bros. Holdings Ltd., Ritchie Bros. Holdings
Inc. and Ritchie Bros. Auctioneers (America) Inc.


 






    40


     


    

 


“New Term A Loan
Commitments” means, as to any New Term A Loan Lender, such New Term A Loan Lender’s obligation to make its portion of
New Term A Loans to the New Term A Loan Borrowers (or any one or more of them as set forth in the applicable Loan Notice) pursuant to
Section 2.01(e), in an aggregate principal amount not to exceed the amount set forth opposite such New Term A Loan Lender’s
name as set forth in Schedule 2.01 as attached to the Sixth Amendment. On the Sixth Amendment Effective Date, the aggregate
principal amount of New Term A Loan Commitments of all New Term A Loan Lenders is $1,825,000,000.


 


“New Term A Loan
Facility” means the term loan “a” facility described in Section 2.01(e) pursuant to which New
Term A Lenders will make New Term A Loans to the New Term A Loan Borrowers.


 


“New Term A Loan
Lenders” means any Person that has a New Term A Loan Commitment or an outstanding New Term A Loan.


 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all
Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required
Lenders.


 


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


 


“Non-SOFR Successor
Rate” has the meaning specified in Section 3.03(b).


 


“North American
Loan Party” means any Canadian Borrower, Canadian Guarantor, U.S. Borrower or U.S. Guarantor.


 


“Note”
has the meaning specified in Section 2.11(a).


 


“Notice of Loan
Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit 2.05
or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission
system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of a Borrower.


 


“Obligations”
means with respect to each Loan Party (i) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan
Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, (ii) all obligations of any Loan
Party or any Subsidiary owing to a Cash Management Bank or a Hedge Bank in respect of Secured Cash Management Agreements or Secured Hedge
Agreements and (iii) all obligations of any Loan Party or any Subsidiary owing to a Foreign Credit Facilities Bank in respect of
Secured Foreign Credit Facilities, in each case identified in clauses (i), (ii) and (iii) whether
direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter
arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding; provided, however, that the “Obligations” of a Loan Party shall
exclude any Excluded Swap Obligations with respect to such Loan Party.


 






    41


     


    

 


“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.


 


“Organization Documents”
means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate
or articles of formation or organization and operating agreement or limited liability company agreement (or equivalent or comparable
documents with respect to any non-U.S. jurisdiction); (c) with respect to any partnership, joint venture, trust or other form
of business entity, the partnership, joint venture or other applicable agreement of formation or organization (or equivalent or comparable
documents with respect to any non-U.S. jurisdiction) and (d) with respect to all entities, any agreement, instrument, filing
or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the
jurisdiction of its formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction).


 


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


 


“Other GS Principal
Investor” means any investment entity and/or other affiliate of Goldman Sachs & Co. LLC or any fund, investor,
entity or account that is managed, sponsored or advised by Goldman Sachs & Co. LLC or its affiliates, in each case, which
is not a natural person.


 


“Other Taxes”
means 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 3.06).


 


“Outstanding Amount”
means (a) with respect to any Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of any Loans occurring on such date; and (b) with respect to
any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date
after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations
as of such date, including as a result of any reimbursements by the Borrowers of Unreimbursed Amounts.


 


“Overnight
Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal
Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the L/C Issuer, or the Swing Line Lender, as the
case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount
denominated in an Alternative Currency, an overnight rate determined by the Administrative Agent or the L/C Issuer, as the case may
be, in accordance with banking industry rules on interbank compensation.


 






    42


     


    

 


“Participant”
has the meaning specified in Section 11.06(d).


 


“Participant Register”
has the meaning specified in Section 11.06(d).


 


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


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension Act”
means the Pension Protection Act of 2006.


 


“Pension Funding
Rules” means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions (including any
installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the
Pension Act, Section 412 of the Internal Revenue Code and Section 302 of ERISA, each as in effect prior to the Pension Act
and, thereafter, Section 412, 430, 431, 432 and 436 of the Internal Revenue Code and Sections 302, 303, 304 and 305 of ERISA.


 


“Pension Plan”
means any employee pension benefit plan (including a Multiple Employer Plan (other than a Multiemployer Plan)) that is maintained or
is contributed to by the Company and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding
standards under Section 412 of the Internal Revenue Code.


 


“Permitted Acquisition”
means (a) the EuroAuction Acquisition, (b) the IAA Acquisition and (c) any other Acquisition (other than a Hostile Acquisition)
by any Loan Party or any Subsidiary, provided that, in the case of this clause (b), (i) no Event of Default shall
have occurred and be continuing on the date of consummation of such Acquisition or would result from such Acquisition, (ii) the
Company is in compliance with Section 7.07 upon giving effect to such Acquisition, and (iii) the Company shall have
delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that the Loan Parties would be in compliance on
a Pro Forma Basis with the financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four
fiscal quarters most recently ended for which the Company has delivered financial statements pursuant to Section 6.01(a) or
(b) on a Pro Forma Basis.


 


“Permitted Liens”
means, at any time, Liens in respect of property of any Loan Party or any Subsidiary permitted to exist at such time pursuant to the
terms of Section 7.01.


 






    43


     


    

 


“Permitted
Transfers” means (a) Dispositions of inventory in the ordinary course of business; (b) Dispositions of machinery
and equipment no longer used or useful in the conduct of business of the Loan Parties and their Subsidiaries that are Disposed of in
the ordinary course of business; (c) Dispositions of property to the Company or any Subsidiary; provided, that
(i) if the transferor of such property is a North American Loan Party then the transferee thereof must be a North American Loan
Party and (ii) if the transferor of such property is a Loan Party that is not a North American Loan Party then the transferee
thereof must be a Loan Party; (d) Dispositions of accounts receivable in connection with the collection or compromise thereof;
(e) licenses, sublicenses, leases or subleases granted to others (including licenses of IP Rights), and terminations thereof
not interfering in any material respect with the business of the Company and its Subsidiaries; (f) the sale or Disposition of
cash and Cash Equivalents for fair market value; (g) Dispositions of obsolete or worn-out equipment, whether now owned or
hereafter acquired, in the ordinary course of business; (h) the abandonment of IP Rights no longer used or useful in the
conduct of the business of the Company or any of its Subsidiaries; (i) Dispositions of property to the extent that
(i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds
of such Disposition are reasonably promptly applied to the purchase price of such replacement property (it being understood that
such replacement property may have been purchased prior to such Disposition); (j) to the extent constituting Dispositions,
transactions permitted by Sections 7.01, 7.02, 7.04 and 7.06 (in each case other than by reference
to Section 7.05); (k) the surrender or waiver of contractual rights and settlement or waiver of contractual or
litigation claims by the Company or any Subsidiary in the ordinary course of business; (l) the unwinding of any Swap Contract
pursuant to its terms; (m) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to
customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding
arrangements; (n) the issuance or sale of shares of any Subsidiary’s Equity Interests to qualify directors if required by
applicable Law; (o) Dispositions of property or assets subject to a Recovery Event and (p) any other Dispositions
involving property or assets with a net book value of less than $15,000,000 in any single transaction.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Plan”
means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees
of the Company or any ERISA Affiliate or any such Plan to which the Company or any ERISA Affiliate with respect to which the Company
may have liability (other than a Multiemployer Plan) is required to contribute on behalf of any of its employees other than a Multiemployer
Plan.


 


“Platform”
has the meaning specified in Section 6.02.


 


“PPSA”
means the Personal Property Security Act (Ontario); provided that, if perfection or the effect of perfection or non-perfection
or the priority of any security interest in any Collateral is governed by the Personal Property Security Act as in effect in a Canadian
jurisdiction other than the Province of Ontario, or the Civil Code of Quebec, “PPSA” means the Personal Property Security
Act as in effect from time to time in such other jurisdiction or the Civil Code of Quebec, as applicable, for purposes of the provisions
hereof relating to such perfection, effect of perfection or non-perfection or priority.


 


“Pro Forma Basis”
means, with respect to compliance with any financial test, covenant or ratio hereunder, the determination or calculation of such test,
covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.11.


 






    44


     


    

 


“Pro Forma Compliance
Certificate” means a certificate of a Responsible Officer of the Company containing reasonably detailed calculations of the
financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters most recently
ended for which the Company has delivered financial statements pursuant to Section 6.01(a) or (b) after
giving effect to the applicable transaction on a Pro Forma Basis.


 


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


 


“Public Lender”
has the meaning specified in Section 6.02.


 


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


 


“QFC Credit Support”
has the meaning specified in Section 11.22.


 


“Qualified ECP Guarantor”
means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract
participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant”
at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Rate Determination
Date” means two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally
treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided
that to the extent such market practice is not administratively feasible for the Administrative Agent, such other day as otherwise reasonably
determined by the Administrative Agent).


 


“Recipient”
means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation
of any Loan Party hereunder.


 


“Recovery Event”
means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party
or any Subsidiary.


 


“Register”
has the meaning specified in Section 11.06(c).


 


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


 


“Relevant Rate”
means with respect to any Credit Extension denominated in (a) Dollars, LIBOR, (b) Sterling, SONIA, (c) Euros, EURIBOR,
(d) Canadian Dollars, CDOR, (e) Yen, Japanese Yen TIBOR and (f) Australian Dollars, BBSY, as applicable.


 


“Relevant Rate Scheduled
Unavailability Date” has the meaning assigned to such term in Section 3.03(b)(ii).


 


“Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has
been waived.


 






    45


     


    

 


“Request for Credit
Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice, (b) with respect
to an L/C Credit Extension, a Letter of Credit Application, (c) with respect to a U.S. Swing Line Loan at any time a U.S. Autoborrow
Agreement is not in effect, a U.S. Swing Line Loan Notice, (d) with respect to a Canadian Swing Line Loan at any time a Canadian
Autoborrow Agreement is not in effect, a Canadian Swing Line Loan Notice, (e) with respect to a UK Swing Line Loan at any time a
UK Autoborrow Agreement is not in effect, a UK Swing Line Loan Notice, and (f) with respect to a Dutch Swing Line Loan at any time
a Dutch Autoborrow Agreement is not in effect, a Dutch Swing Line Loan Notice.


 


“Required Lenders”
means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The
Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that
the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have
not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or L/C Issuer,
as the case may be, in making such determination.


 


“Rescindable Amount”
has the meaning as defined in Section 2.12(b)(ii).


 


“Resignation Effective
Date” has the meaning specified in Section 9.06.


 


“Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Responsible Officer”
means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, vice president, general counsel,
secretary, assistant secretary, managing director or controller of a Loan Party, and, solely for purposes of the delivery of incumbency
certificates, the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II,
any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative
Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable
Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall
be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan
Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. To the extent requested
by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and appropriate authorization documentation,
in form and substance reasonably satisfactory to the Administrative Agent.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
Equity Interests of the Company or any of its Subsidiaries, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition,
cancellation or termination of any such Equity Interests or on account of any return of capital to the Company’s or such
Subsidiary’s stockholders, partners or members (or the equivalent Person thereof), or any option, warrant or other right to
acquire any such dividend or other distribution or payment.


 






    46


     


    

 


“Revaluation Date”
means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of an Alternative Currency Loan, (ii) each
date of a continuation of an Alternative Currency Term Rate Loan pursuant to Section 2.02, and (iii) such additional
dates as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with respect to any Letter of Credit,
each of the following: (i) each date of issuance, amendment and/or extension of a Letter of Credit denominated in an Alternative
Currency, (ii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, (iii) in
the case of all Existing Letters of Credit denominated in Alternative Currencies, the Closing Date, and (iv) such additional dates
as the Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall require.


 


“Revolving A Commitment”
means, as to each Revolving A Lender, its obligation to (a) make Revolving A Loans to the Borrowers pursuant to Section 2.01,
(b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal
amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Revolving A Lender’s name on Schedule 2.01
or in the Assignment and Assumption pursuant to which such Revolving A Lender becomes a party hereto or in any documentation executed
by such Lender pursuant to Section 2.16, as applicable as such amount may be adjusted from time to time in accordance with
this Agreement. Revolving A Commitments shall include any Incremental Revolving Commitment in the form of additional Revolving A Commitments.


 


“Revolving A Credit
Exposure” means, as to any Revolving A Lender at any time, the aggregate Outstanding Amount at such time of its Revolving A
Loans and its participation in L/C Obligations and Swing Line Loans at such time.


 


“Revolving A Lender”
any Person that has a Revolving A Commitment or a portion of the Total Revolving A Outstandings, and its successors and assigns and,
unless the context requires otherwise, includes the Swing Line Lender.


 


“Revolving A Loan”
has the meaning specified in Section 2.01(a).


 


“Revolving B Commitment”
means, as to each Revolving B Lender, its obligation to make Revolving B Loans to the Borrowers pursuant to Section 2.01,
in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Revolving B Lender’s
name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Revolving B Lender becomes a party hereto
or in any documentation executed by such Lender pursuant to Section 2.16, as applicable as such amount may be adjusted from
time to time in accordance with this Agreement. Revolving B Commitments shall include any Incremental Revolving Commitment in the form
of additional Revolving B Commitments.


 


“Revolving B Credit
Exposure” means, as to any Revolving B Lender at any time, the aggregate Outstanding Amount at such time of its Revolving B
Loans.


 






    47


     


    

 


“Revolving B Lender”
any Person that has a Revolving B Commitment or a portion of the Total Revolving B Outstandings, and its successors and assigns and,
unless the context requires otherwise, includes the Swing Line Lender.


 


“Revolving B Loan”
has the meaning specified in Section 2.01(b).


 


“Revolving C Commitment”
means, as to each Revolving C Lender, its obligation to make Revolving C Loans to the Borrowers pursuant to Section 2.01,
in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Revolving C Lender’s
name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Revolving C Lender becomes a party hereto
or in any documentation executed by such Lender pursuant to Section 2.16, as applicable as such amount may be adjusted from
time to time in accordance with this Agreement. Revolving C Commitments shall include any Incremental Revolving Commitment in the form
of additional Revolving C Commitments.


 


“Revolving C Credit
Exposure” means, as to any Revolving C Lender at any time, the aggregate Outstanding Amount at such time of its Revolving C
Loans.


 


“Revolving C Lender”
any Person that has a Revolving C Commitment or a portion of the Total Revolving C Outstandings, and its successors and assigns and,
unless the context requires otherwise, includes the Swing Line Lender.


 


“Revolving C Loan”
has the meaning specified in Section 2.01(c).


 


“Revolving Loans”
means the Revolving A Loans, Revolving B Loans and/or Revolving C Loans, as the context may require.


 


“S&P”
means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc. and any successor thereto.


 


“Sale and Leaseback
Transaction” means, with respect to any Person, any arrangement, directly or indirectly, whereby such Person shall sell or
transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property
or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.


 


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


 


“Sanction(s)”
means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the Canadian Government,
the United Nations Security Council, the European Union, His Majesty’s Treasury (“HMT”) or other relevant sanctions
authority.


 






    48


     


    

 


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


 


“Secured Cash Management
Agreement” means any Cash Management Agreement that is entered into by and between any Loan Party or any Subsidiary and any
Cash Management Bank with respect to such Cash Management Agreement. For the avoidance of doubt, a holder of Obligations in respect of
Secured Cash Management Agreements shall be subject to the last paragraph of Section 8.03 and Section 9.11.


 


“Secured Foreign
Credit Facilities” means (a) the Chinese Facilities, (b) the Indian Facilities, (c) the Singapore Facilities
and (d) any other lines of credit, credit agreements or similar facilities or extensions of credit made by a Foreign Credit Facilities
Bank to one or more International Subsidiaries (other than, except as otherwise agreed by the Administrative Agent, Subsidiaries organized
under the Laws where any then-existing Loan Party is organized) in an aggregate outstanding principal amount under this clause (d) not
to exceed the greater of $250,000,000 and 20% of Consolidated EBITDA as of the most recent four fiscal quarter period preceding the date
of such incurrence for which financial statements were required to be delivered pursuant to Section 6.01(a) or 6.01(b) on
a Pro Forma Basis (measured at the time of incurrence); notwithstanding the foregoing, any of the facilities described in clauses (a) through
(d) above that are provided by Person that is not the Administrative Agent or an Affiliate thereof shall not constitute a
Secured Foreign Credit Facility until (i) a Secured Party Designation Notice has been delivered to the Administrative Agent and
(ii) the Company has acknowledged in writing that such Secured Foreign Credit Facility does not cause the limitations on the aggregate
principal amount of Secured Foreign Credit Facilities permitted by this Agreement to be exceeded.


 


“Secured Hedge Agreement”
means any Swap Contract that is entered into by and between any Loan Party or any Subsidiary and any Hedge Bank with respect to such
Swap Contract. For the avoidance of doubt, a holder of Obligations in respect of Secured Hedge Agreements shall be subject to the last
paragraph of Section 8.03 and Section 9.11.


 


“Secured Party Designation
Notice” shall mean a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit 1.01A.


 


“Security Agreement”
means the security and pledge agreement, dated as of May 31, 2017, among the Administrative Agent for the benefit of the holders
of the Obligations and certain Loan Parties.


 


“Senior Notes”
means senior secured and/or unsecured notes issued by the Company; provided that the aggregate amount of all Sixth Amendment Closing
Date Financings shall not exceed the Sixth Amendment Closing Date Financing Cap.


 


“Senior Secured
Bridge Facility” means a senior secured bridge facility incurred by the Company on the Sixth Amendment Closing Date; provided
that the aggregate amount of all Sixth Amendment Closing Date Financings shall not exceed the Sixth Amendment Closing Date Financing
Cap.


 


“Singapore
Facilities” means the line of credit and other extensions of credit provided by a Foreign Credit Facilities Bank to one or
more Wholly-Owned Subsidiaries of the Company that are incorporated under the laws of Singapore, in an aggregate principal amount
not to exceed $10,000,000 at any time outstanding.


 






    49


     


    

 


“Sixth Amendment”
means that certain Sixth Amendment to Credit Agreement, dated as of the Sixth Amendment Effective Date, by and among the Company, the
other Borrowers and Guarantors party thereto, the Administrative Agent, the U.S. Swing Line Lender, each L/C Issuer and the Lenders
party thereto.


 


“Sixth Amendment
Closing Date” has the meaning set forth in the Sixth Amendment.


 


“Sixth Amendment
Closing Date Financing Cap” means $2,800,000,000, or, if the Existing 2025 Notes are refinanced by any of the Sixth Amendment
Closing Date Financings on the Sixth Amendment Closing Date, $3,300,000,000.


 


“Sixth Amendment
Closing Date Financings” means any of (i) the New Term A Loans, (ii) the Term B Loan Facility, (iii) the Senior
Notes and/or (iv) the Senior Secured Bridge Facility.


 


“Sixth Amendment
Closing Date Revolver Draw” means the incurrence of Revolving Loans on the Sixth Amendment Closing Date in an aggregate amount
not to exceed $200,000,000 to finance the IAA Acquisition Transactions.


 


“Sixth Amendment
Effective Date” means December 9, 2022.


 


“SOFR”
means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).


 


“SOFR Scheduled
Unavailability Date” has the meaning assigned to such term in Section 3.03(c).


 


“SOFR Successor
Rate” has the meaning assigned to such term in Section 3.03(c).


 


“Solvent”
or “Solvency” means, with respect to any Person as of a particular date, that on such date (a) such Person is
able (and is not deemed or presumed under applicable Law to be unable) to pay its debts and other liabilities, contingent obligations
and other commitments as they mature in the ordinary course of business, (b) such Person does not intend to, and does not believe
that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature in the ordinary
course of business, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a
transaction, for which such Person’s property would constitute unreasonably small capital, (d) the fair value of the property
of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person and (e) the present
fair salable 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. The amount of contingent liabilities at any time shall be computed as the amount
that, in the 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.


 


“SONIA”
means, with respect to any applicable determination date, the Sterling Overnight Index Average Reference Rate published on the fifth
Business Day preceding such date on the applicable Reuters screen page (or such other commercially available source providing
such quotations as may be designated by the Administrative Agent from time to time); provided however that if such
determination date is not a Business Day, SONIA means such rate that applied on the first Business Day immediately prior
thereto.


 






    50


     


    

 


“SONIA Adjustment”
means, with respect to SONIA, 0.1193% per annum.


 


“Special Notice
Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization
for Economic Cooperation and Development at such time located in North America or Europe.


 


“Specified Acquisition”
means any Permitted Acquisition (other than the EuroAuction Acquisition or IAA Acquisition) with a purchase price in excess of $75,000,000
that is designated in writing to the Administrative Agent by the Company as a “Specified Acquisition” prior to the date of
consummation of such Permitted Acquisition.


 


“Specified Acquisition
Period” means, with respect to any Specified Acquisition, the period of four consecutive fiscal quarters commencing with the
fiscal quarter in which consummation of the applicable Specified Acquisition occurs; provided that the Company shall have delivered
to the Administrative Agent a written request that a Specified Acquisition Period shall be invoked.


 


“Specified Loan
Party” has the meaning specified in Section 10.08.


 


“Specified Property
Sale” means any Disposition of any of those certain real properties disclosed in writing and designated as “Specified
Property” to the Administrative Agent (for distribution to the Lenders) prior to the Fourth Amendment Effective Date.


 


“Specified Representations”
means the representations and warranties of the Loan Parties made in subclause (a) of Sections 5.01 (other
than with respect to organization or formation, and good standing), subclause (b)(ii) of Sections 5.01 (other
than with respect to governmental licenses, authorizations, consents and approvals), subclause (a) of Section 5.02,
subclause (c) of Section 5.02 (solely with respect to Laws described in Sections 7.15 and 7.16
hereof), Section 5.04, Section 5.14, Section 5.18 (after giving effect to the consummation of
the EuroAuction Acquisition, any Borrowing of a Delayed-Draw Term Loan to finance the EuroAuction Acquisition and the payment of the
fees and costs associated with the EuroAuction Acquisition), and Section 5.19 (but only with respect to (i) assets with
respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code or PPSA and (ii) the
pledge and perfection of security interests in Equity Interests of the Company’s Subsidiaries (excluding delivery of stock certificates
of EuroAuction and its Subsidiaries to the extent not received from EuroAuction at least two Business Days prior to the EuroAuction Acquisition
Closing Date)).


 


“Specified
Transaction” means (a) any Investment that results in a Person becoming a Subsidiary, (b) any Permitted
Acquisition, (c) any Disposition that results in a Subsidiary ceasing to be a Subsidiary, (d) any Investment constituting
an acquisition of assets constituting a business unit, line of business or division of another Person, (e) any Disposition of a
business unit, line of business or division of the Company or a Subsidiary, in each case whether by merger, consolidation,
amalgamation or otherwise, or (f) any proposed incurrence of Indebtedness, payment in respect of Indebtedness or other
transaction in respect of which compliance with any financial ratio is by the terms of this Agreement required to be calculated on a
Pro Forma Basis.


 






    51


     


    

 


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


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of
the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly
through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary”
or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.


 


“Successor Rate”
has the meaning specified in Section 3.03(c).


 


“Supported QFC”
has the meaning specified in Section 11.22.


 


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


 


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


 


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


 


“Swing Line
Lender” means the Canadian Swing Line Lender, the UK Swing Line Lender, the U.S. Swing Line Lender and/or the Dutch
Swing Line Lender, as applicable. References herein and in the other Loan Documents to the Swing Line Lender shall be deemed to
refer to the Swing Line Lender in respect of the applicable Swing Line Loans or to all Swing Line Lenders, as the context
requires.


 






    52


     


    

 


“Swing Line Loan”
means a Canadian Swing Line Loan, UK Swing Line Loan, Dutch Swing Line Loan and/or a U.S. Swing Line Loans, as the context requires.


 


“Swing Line Loan
Notice” means a Canadian Swing Line Loan Notice, UK Swing Line Loan Notice, Dutch Swing Line Loan Notice and/or U.S. Swing
Line Loan Notice, as the context requires.


 


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


 


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


 


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


 


“Tax Confirmation”
means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of a Loan is either:


 


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


 


(b)            a
partnership each member of which is:


 


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


 


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


 


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


 


“Tax Deduction”
means a deduction or withholding for or on account of Tax from a UK Payment, other than a deduction or withholding for or on account
of FATCA.


 


“Tax Payment”
means either the increase in a payment made by a Borrower to a Lender under Section 3.01(a), (b) or (f).


 






    53


     


    

 


“Term B Loan Borrower”
means any of Ritchie Bros. Holdings Inc., the Company or Ritchie Bros. Auctioneers (America) Inc., as determined by the Company.


 


“Term B Loan Facility”
means a senior secured term “B” loan facility incurred by the Term B Loan Borrower; provided that the aggregate amount
of all Sixth Amendment Closing Date Financings shall not exceed the Sixth Amendment Closing Date Financing Cap.


 


“Term B Loans”
has the meaning assigned to such term in Section 2.16(a)(i).


 


“Term Lender”
any Person that has a Delayed-Draw Term Loan Commitment, a New Term A Loan Commitment, a commitment with respect to the Term B Loan Facility,
a commitment in respect of an Incremental Term Facility or a portion of an outstanding Term Loan, and its successors and assigns.


 


“Term Loan”
means a Delayed-Draw Term Loan, a New Term A Loan, a Term B Loan or any Incremental Term Loan.


 


“Term Rate Loans”
means Adjusted Term SOFR Loans and Alternative Currency Term Rate Loans.


 


“Term SOFR”
means,


 


(a)            for
any interest period with respect to an Adjusted Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government
Securities Business Days prior to the commencement of such interest period with a term equivalent to such interest period; provided
that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate
on the first U.S. Government Securities Business Day immediately prior thereto; and


 


(b)            for
any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate with a term
of one month commencing that day.


 


“Term SOFR Adjustment”
means 0.10% per annum.


 


“Term SOFR Replacement
Date” has the meaning assigned to such term in Section 3.03(c).


 


“Term SOFR Screen
Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Bank
Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations
as may be designated by the Bank Agent from time to time).


 


“Threshold Amount”
means $75,000,000.


 


“Total Credit Exposure”
means, as to any Lender at any time, the unused Commitments of such Lender at such time, the outstanding Loans of such Lender at such
time and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.


 






    54


     


    

 


“Total Revolving
A Outstandings” means the aggregate Outstanding Amount of all Revolving A Loans, all Swing Line Loans and all L/C Obligations.


 


“Total Revolving
B Outstandings” means the aggregate Outstanding Amount of all Revolving B Loans.


 


“Total Revolving
C Outstandings” means the aggregate Outstanding Amount of all Revolving C Loans.


 


“Treaty State”
means a country which has a double taxation treaty (a “Treaty”) in force with the United Kingdom which makes provision
for full exemption from Tax imposed by the United Kingdom on interest.


 


“Type”
means, with respect to any Loan, its character as a Base Rate Loan, a Canadian Prime Rate Loan, an Adjusted Daily Term SOFR Loan, an
Adjusted Term SOFR Loan, an Alternative Currency Daily Rate Loan or an Alternative Currency Term Rate Loan.


 


“UCP”
means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of
Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).


 


“UK Autoborrow Agreement”
has the meaning specified in Section 2.04C(b)(ii).


 


“UK Bank Lender”
means a Lender which is (a) is a “bank” (as defined for the purposes of section 879 of the ITA in section 991
of the ITA) and within the charge to United Kingdom corporation tax as regards any payment of interest made in respect of that Loan or
would be within such charge as respects such payments apart from section 18A of CTA and or (b) was a “bank” (as
defined for the purposes of section 879 of the ITA in section 991 of the ITA) at the time that Loan was made, and was within
the charge to United Kingdom corporation tax as respect any payments of interest made in respect of that Loan.


 


“UK Borrower”
means any Borrower that is incorporated in the United Kingdom. As of the Sixth Amendment Closing Date, the UK Borrowers are Ritchie Bros.
UK Limited and Ritchie Bros. UK Holdings Limited.


 


“UK Financial Institution”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by
the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.


 


“UK Guarantor”
means any Guarantor incorporated in the United Kingdom.


 


“UK Non-Bank
Lender” means a Lender which is: (i) a company resident in the United Kingdom for United Kingdom tax purposes; or
(ii) a partnership each member of which is: (a) a company so resident in the United Kingdom; or (b) a company not so
resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings
into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of
interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or (iii) a company not so
resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings
into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19
of the CTA) of that company.


 






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“UK Qualifying Lender”
means a Lender which is beneficially entitled to payments to that Lender in respect of a Loan and is: (a) a UK Bank Lender; (b) a
UK Non-Bank Lender; or (c) a UK Treaty Lender.


 


“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.


 


“UK Swing Line Commitment”
means, as to the UK Swing Line Lender, its obligation to make UK Swing Line Loans pursuant to Section 2.04C in an aggregate
principal amount at any one time outstanding not to exceed the UK Swing Line Sublimit.


 


“UK Swing Line Lender”
means any Lender selected by the Company, with such selection to be agreed to by such Lender in its sole discretion and approved by the
Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed), through itself or through one of its designated
Affiliates or branch offices, in its capacity as provider of UK Swing Line Loans, or any successor UK swing line lender hereunder.


 


“UK Swing Line Loan”
has the meaning specified in Section 2.04C(a).


 


“UK Swing Line Loan
Notice” means a notice of a Borrowing of UK Swing Line Loans pursuant to Section 2.04C(b), which shall be substantially
in the form of Exhibit 2.04C or such other form as approved by the Administrative Agent (including any form on an electronic
platform or electronic transmission system as shall be approve by the Administrative Agent), appropriately completed and signed by a
Responsible Officer of the applicable Borrower.


 


“UK Swing Line Sublimit”
means an amount equal to $15,000,000. The UK Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving A Commitments.


 


“UK Treaty Lender”
means in relation to a payment of interest on a Loan, a Lender which is: (i) treated as resident in a Treaty State for the purposes
of the Treaty; (ii) does not carry on a business in the United Kingdom through a permanent establishment and does not perform professional
services from a fixed base in the United Kingdom in either case with which that Lender’s participation in the Loan is effectively
connected; and (iii) fulfils any other conditions which must be fulfilled under the Treaty and by residents of the Treaty State
for such residents to obtain the full exemption from Tax imposed on interest payments made by the Obligors under a relevant Loan (including,
for the avoidance of doubt, any conditions relating to the interest or the method of computation or calculation of the interest), subject
to the completion of any necessary procedural formalities.


 


“United States”
and “U.S.” mean the United States of America.


 






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“Unreimbursed Amount”
has the meaning specified in Section 2.03(c)(i).


 


“U.S. Autoborrow
Agreement” has the meaning specified in Section 2.04A(b)(ii).


 


“U.S. Borrower”
means any Borrower that is organized under the Laws of any state of the United States or the District of Columbia. As of the Sixth Amendment
Closing Date, the U.S. Borrowers are Ritchie Bros. Holdings Inc., Ritchie Bros. Properties Inc. and Ritchie Bros. Auctioneers (America)
Inc.


 


“U.S. Government
Securities Business Day” means any Business Day, except any Business Day on which any of the Securities Industry and Financial
Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is
a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.


 


“U.S. Guarantor”
means any Guarantor that is organized under the Laws of any state of the United States or the District of Columbia.


 


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


 


“U.S. Special
Resolution Regimes” has the meaning specified in Section 11.22.


 


“U.S. Subsidiary”
means any Subsidiary that is organized under the Laws of any state of the United States or the District of Columbia.


 


“U.S. Swing
Line Commitment” means, as to the U.S. Swing Line Lender, its obligation to make U.S. Swing Line Loans pursuant to
Section 2.04A in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite the
U.S. Swing Line Lender’s name on Schedule 1.01(a), as such amount may be adjusted from time to time in accordance
with this Agreement.


 


“U.S. Swing
Line Lender” means Bank of America, through itself or through one of its designated Affiliates or branch offices, in its capacity
as provider of U.S. Swing Line Loans, or any successor U.S. swing line lender hereunder.


 


“U.S. Swing
Line Loan” has the meaning specified in Section 2.04A(a).


 


“U.S. Swing
Line Loan Notice” means a notice of a Borrowing of U.S. Swing Line Loans pursuant to Section 2.04A(b), which
shall be substantially in the form of Exhibit 2.04A or such other form as approved by the Administrative Agent (including
any form on an electronic platform or electronic transmission system as shall be approve by the Administrative Agent), appropriately
completed and signed by a Responsible Officer of the applicable Borrower.


 


“U.S. Swing
Line Sublimit” means an amount equal to $40,000,000. The U.S. Swing Line Sublimit is part of, and not in addition to,
the Aggregate Revolving A Commitments.


 


“U.S. Tax Compliance
Certificate” has the meaning specified in Section 3.01(h)(ii)(B)(3).


 






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“Voting Stock”
means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies,
entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to
vote has been suspended by the happening of such a contingency.


 


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


 


“Wholly-Owned”
means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other
than nominal shares and directors’ qualifying shares mandated by applicable Law), on a fully-diluted basis, are owned by such Person
and/or by one or more wholly-owned Subsidiaries of such Person.


 


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


 


“Write-Down and
Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and
conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of
the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any
UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into
shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect
as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In
Legislation that are related to or ancillary to any of those powers.


 


1.02            Other
Interpretive Provisions.


 


With reference to this Agreement
and each other Loan Document, unless otherwise specified herein or in such other Loan Document:


 


(a)            The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
 “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the
context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any
Loan Document or Organization Document) shall be construed as referring to such agreement, instrument or other document as from time
to time amended, modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such
amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any
Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,”
 “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document,
shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all
references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer
to Articles and Sections of, Preliminary Statements of and Exhibits and Schedules to, the Loan Document in which such
references appear, (v) any reference to any Law shall include all statutory and regulatory rules, regulations, orders and
provisions consolidating, amending, replacing or interpreting such Law and any reference to any Law or regulation shall, unless
otherwise specified, refer to such Law or regulation as amended, modified, extended, restated, replaced or supplemented from time to
time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect
and to refer to any and all assets and properties, tangible and intangible, real and personal, including cash, securities, accounts
and contract rights.


 






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(b)            In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from and
including;” the words “to” and “until” each mean “to but excluding;” and the word “through”
means “to and including.”


 


(c)            Section headings
herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this
Agreement or any other Loan Document.


 


(d)            Without
prejudice to the generality of any provision of this Agreement, for all other purposes pursuant to which the interpretation or
construction of this Agreement, any Collateral Document or any other Loan Document may be subject to the laws of the Province of
Quebec or a court or tribunal exercising jurisdiction in the Province of Quebec, (i) “personal property” shall be
deemed to include “movable property”, (ii) “real property” shall be deemed to include “immovable
property” and an “easement” shall be deemed to include a “servitude”, (iii) “tangible
property” shall be deemed to include “corporeal property”, (iv) “intangible property” shall be
deemed to include “incorporeal property”, (v) “security interest”, “lien”,
 “mortgage” and “charge” shall be deemed to include a “hypothec”, (vi) all references to
filing, registering or recording financing statements shall be deemed to include publication under the Civil Code of Quebec, and all
references to releasing any lien shall be deemed to include a release, discharge and mainlevée of a hypothec, (vii) any
 “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right of
compensation”, (viii) “goods” shall be deemed to include “corporeal movable property” other than
chattel paper, documents of title, instruments, money and securities, (ix) an “agent” shall be deemed to include a
 “mandatary”, and (x) all references to “perfection” of or “perfected” liens or security
interest shall be deemed to include a reference to an “opposable” or “set up” lien or security interest as
against third parties, (xi) “construction liens” shall be deemed to include “legal hypothecs”,
(xii) “joint and several” shall be deemed to include “solidary”, (xiii) “gross negligence or
willful misconduct” shall be deemed to include “intentional or gross fault”, (xiv) “beneficial
ownership” shall be deemed to include “ownership on behalf of another as mandatary”,
(xv) “survey” shall be deemed to include “certificate of location and plan”, (xvi) “fee
simple title” shall be deemed to include “absolute ownership”, (xvii) “accounts” shall be deemed
to include “claims”, and (xviii) “guarantee” or “guarantor” shall be deemed to include
 “suretyship” or “surety”.


 






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


 


1.03            Accounting
Terms.


 


(a)            Generally.
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity
with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing
the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of
determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of
the Loan Parties and their Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects
of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.


 


(b)            Changes
in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or
requirement set forth in any Loan Document, and either the Company or the Required Lenders shall so request, the Administrative Agent,
the Lenders and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof
in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such
ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company shall
provide to the Administrative Agent (for transmittal to the Lenders) financial statements and other documents required under this Agreement
or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and
after giving effect to such change in GAAP.


 


(c)            Calculations.
Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Section 7.11 (including
for purposes of determining the Applicable Rate) shall be made on a Pro Forma Basis with respect to (i) any Disposition of all
of the Equity Interests of, or all or substantially all of the assets of, a Subsidiary, (ii) any Disposition of a line of
business or division of any Loan Party or Subsidiary, or (iii) any Acquisition, in each case, occurring during the applicable
period.


 






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1.04            Rounding.


 


Any financial ratios required
to be maintained by the Company pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result
up or down to the nearest number (with a rounding-up if there is no nearest number).


 


1.05            Exchange
Rates; Currency Equivalents.


 


(a)            The
Administrative Agent or the L/C Issuer, as applicable, shall determine the Dollar Equivalent amounts of Credit Extensions and Outstanding
Amounts denominated in Alternative Currencies. Such Dollar Equivalent shall become effective as of such Revaluation Date and shall be
the Dollar Equivalent of such amounts until the next Revaluation Date to occur. Except for purposes of financial statements delivered
by the Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount
of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the
Administrative Agent or the L/C Issuer, as applicable.


 


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


 


(c)            The
Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect
to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate
(including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an
alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component
of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its
affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to
herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of
any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Company. The
Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate
referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any
component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the
Company, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive,
incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in
equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate
(or component thereof) provided by any such information source or service.


 






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(d)            Notwithstanding
anything to the contrary contained herein, if any Delayed-Draw Term Loan is denominated in Canadian Dollars, the exchange rate used in
determining the Dollar Equivalent thereof shall be fixed as of the date of the Borrowing thereof for the term of this Agreement.


 


1.06            Additional
Alternative Currencies.


 


(a)            The
Company may from time to time request that Alternative Currency Loans be made and/or Letters of Credit be issued in a currency other
than those specifically listed in the definition of “Alternative Currency”; provided that such requested currency
is an Eligible Currency. In the case of any such request with respect to the making of Alternative Currency Loans, such request shall
be subject to the approval of the Administrative Agent and the Lenders obligated to make Credit Extensions in such currency; and in the
case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative
Agent and the L/C Issuer.


 


(b)            Any
such request shall be made to the Administrative Agent not later than 11:00 a.m., ten (10) Business Days prior to the date of the
desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request
pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). In the case of any such request pertaining to Alternative
Currency Loans, the Administrative Agent shall promptly notify each affected Lender thereof; and in the case of any such request pertaining
to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. Each affected Lender (in the case of any
such request pertaining to Alternative Currency Loans) or the L/C Issuer (in the case of a request pertaining to Letters of Credit) shall
notify the Administrative Agent, not later than 11:00 a.m., five (5) Business Days after receipt of such request whether it consents,
in its sole discretion, to the making of Alternative Currency Loans or the issuance of Letters of Credit, as the case may be, in such
requested currency.


 


(c)            Any
failure by a Lender or the L/C Issuer, as the case may be, to respond to such request within the time period specified in the last
sentence of the immediately preceding paragraph shall be deemed to be a refusal by such Lender or the L/C Issuer, as the case may
be, to permit Alternative Currency Loans to be made or Letters of Credit to be issued in such requested currency. If the
Administrative Agent and all the affected Lenders consent to making Alternative Currency Loans in such requested currency and the
Administrative Agent and such Lenders reasonably determine that an appropriate interest rate is available to be used for such
requested currency, the Administrative Agent shall so notify the Company and (i) the Administrative Agent and such Lenders may
amend the definition of Alternative Currency Daily Rate or Alternative Currency Term Rate to the extent necessary to add the
applicable rate for such currency and any applicable adjustment for such rate and (ii) to the extent the definition of
Alternative Currency Daily Rate or Alternative Currency Term Rate, as applicable, reflects the appropriate interest rate for such
currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all
purposes to be an Alternative Currency for purposes of any Borrowings of Alternative Currency Loans. If the Administrative Agent and
the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the
Company and (A) the Administrative Agent and the L/C Issuer may amend the definition of Alternative Currency Daily Rate or
Alternative Currency Term Rate, as applicable, to the extent necessary to add the applicable rate for such currency and any
applicable adjustment for such rate and (B) to the extent the definition of Alternative Currency Daily Rate or Alternative
Currency Term Rate, as applicable, has been amended to reflect the appropriate rate for such currency, such currency shall thereupon
be deemed for all purposes to be an Alternative Currency, for purposes of any Letter of Credit issuances. If the Administrative
Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative
Agent shall promptly so notify the Company. Any specified currency of an Existing Letter of Credit that is neither Dollars nor one
of the Alternative Currencies specifically listed in the definition of “Alternative Currency” shall be deemed an
Alternative Currency with respect to such Existing Letter of Credit only.


 






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


 


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


 


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


 






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1.08            Times
of Day.


 


Unless otherwise specified,
all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).


 


1.09            Letter
of Credit Amounts.


 


Unless otherwise specified
herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter
of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the
terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of
such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving
effect to all such increases, whether or not such maximum stated amount is in effect at such time.


 


1.10            Australian
Code of Banking Practice.


 


The parties agree that the
Australian Banking Code of Practice (2020, as published by the Australian Banking Association, as amended or revised from time to time)
shall not apply to the Loan Documents or the transactions thereunder.


 


1.11            Pro
Forma Calculations; Calculations of Baskets.


 


(a)            Notwithstanding
anything to the contrary herein, the Consolidated Leverage Ratio, Consolidated EBITDA and Consolidated Interest Coverage Ratio shall
be calculated in the manner prescribed by this Section 1.11.


 


(b)            For
purposes of calculating the Consolidated Leverage Ratio, Consolidated EBITDA and Consolidated Interest Coverage Ratio, Specified Transactions
(and the incurrence or repayment of any Indebtedness in connection therewith) that have occurred (i) during the applicable measurement
period or (ii) subsequent to such measurement period and prior to or simultaneously with the Specified Transaction for which the
calculation of any such ratio or amount is made shall be calculated on a pro forma basis assuming that all such Specified Transactions
(and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified
Transaction) had occurred on the first day of the applicable measurement period. If since the beginning of any applicable measurement
period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Company or any of
its Subsidiaries since the beginning of such measurement period shall have consummated any Specified Transaction that would have required
adjustment pursuant to this Section 1.11, then the Consolidated Leverage Ratio, Consolidated EBITDA and Consolidated Interest
Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.11.


 


(c)            If
in connection with a Specified Transaction, the Company or any Subsidiary incurs (including by assumption or guarantees) or repays
(including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated
Leverage Ratio, Consolidated EBITDA and the Consolidated Interest Coverage Ratio, as the case may be, (i) during the applicable
measurement period or (ii) subsequent to the end of the applicable measurement period and prior to or simultaneously with the
Specified Transaction for which the calculation of any such ratio is made, then the Consolidated Leverage Ratio, Consolidated EBITDA
and the Consolidated Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of such
Indebtedness, to the extent required, as if the same had occurred on the first day of the applicable measurement period, and if such
Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this
definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness as at the relevant date
of determination.


 






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(d)            If
any of the baskets set forth in this Agreement are exceeded solely as a result of fluctuations to Consolidated EBITDA for the most recently
completed fiscal quarter after the last time such baskets were calculated for any purpose under this Agreement, such baskets will not
be deemed to have been exceeded solely as a result of such fluctuations.


 


Article II

THE COMMITMENTS AND CREDIT EXTENSIONS


 


2.01            Revolving
Loans, Delayed-Draw Term Loans and New Term A Loans.


 


(a)            Revolving
A Loans. Subject to the terms and conditions set forth herein, each Revolving A Lender severally agrees to make loans (each such
loan, a “Revolving A Loan”) to the Borrowers (other than Australian Borrowers or Japanese Borrowers) in Dollars or
in one or more Alternative Currencies from time to time on any Business Day during the Availability Period in an aggregate amount not
to exceed at any time outstanding the amount of such Revolving A Lender’s Revolving A Commitment; provided, however,
that after giving effect to any Borrowing of Revolving A Loans, (i) the Total Revolving A Outstandings shall not exceed the Aggregate
Revolving A Commitments, (ii) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Revolving A Lender’s
Revolving A Commitment and (iii) the aggregate Outstanding Amount of all Revolving A Loans denominated in Alternative Currencies
(other than Canadian Dollars) shall not exceed the Alternative Currency Sublimit. Within the limits of each Revolving A Lender’s
Revolving A Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01,
prepay under Section 2.05, and reborrow under this Section 2.01. Revolving A Loans may be Base Rate Loans, Canadian
Prime Rate Loans, Adjusted Daily Term SOFR Loans, Adjusted Term SOFR Loans, Alternative Currency Daily Rate Loans or Alternative Currency
Term Rate Loans or a combination thereof, as further provided herein.


 


(b)            Revolving
B Loans. Subject to the terms and conditions set forth herein, each Revolving B Lender severally agrees to make loans (each such
loan, a “Revolving B Loan”) to the Borrowers (excluding Japanese Borrowers) in Dollars or in one or more
Alternative Currencies (excluding Yen) from time to time on any Business Day during the Availability Period in an aggregate amount
not to exceed at any time outstanding the amount of such Revolving B Lender’s Revolving B Commitment; provided, however,
that after giving effect to any Borrowing of Revolving B Loans, (i) the Total Revolving B Outstandings shall not exceed the
Aggregate Revolving B Commitments, and (ii) the Revolving B Credit Exposure of any Revolving B Lender shall not exceed such
Revolving B Lender’s Revolving B Commitment. Within the limits of each Revolving B Lender’s Revolving B Commitment, and
subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05,
and reborrow under this Section 2.01. Revolving B Loans may be Base Rate Loans, Canadian Prime Rate Loans, Adjusted
Daily Term SOFR Loans, Adjusted Term SOFR Loans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans or a
combination thereof, as further provided herein, provided, however, all Borrowings made on the Closing Date shall be
made as Base Rate Loans. Notwithstanding the foregoing, Revolving B Loans denominated in Australian Dollars are only available to
Australian Borrowers, and Australian Borrowers may only borrow Revolving B Loans denominated in Australian Dollars.


 






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(c)            Revolving
C Loans. Subject to the terms and conditions set forth herein, each Revolving C Lender severally agrees to make loans (each such
loan, a “Revolving C Loan”) to the Borrowers (excluding Australian Borrowers) in Dollars or in one or more Alternative
Currencies (other than Australian Dollars) from time to time on any Business Day during the Availability Period in an aggregate amount
not to exceed at any time outstanding the amount of such Revolving C Lender’s Revolving C Commitment; provided, however,
that after giving effect to any Borrowing of Revolving C Loans, (i) the Total Revolving C Outstandings shall not exceed the Aggregate
Revolving C Commitments, and (ii) the Revolving C Credit Exposure of any Revolving C Lender shall not exceed such Revolving C Lender’s
Revolving C Commitment. Within the limits of each Revolving C Lender’s Revolving C Commitment, and subject to the other terms and
conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow
under this Section 2.01. Revolving C Loans may be Base Rate Loans, Canadian Prime Rate Loans, Adjusted Daily Term SOFR Loans,
Adjusted Term SOFR Loans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans or a combination thereof, as
further provided herein, provided, however, all Borrowings made on the Closing Date shall be made as Base Rate Loans. Notwithstanding
the foregoing, Revolving C Loans denominated in Yen are only available to Japanese Borrowers, and Japanese Borrowers may only borrow
Revolving C Loans denominated in Yen.


 


(d)            Delayed-Draw
Term Loan. Subject to the terms and conditions set forth herein, each Term Lender with a Delayed-Draw Term Loan Commitment
severally agrees to make its portion of term loans to the Company, Ritchie Bros. Auctioneers (Canada) Ltd., Ritchie Bros. Holdings
Ltd., Ritchie Bros. Holdings Inc., Ritchie Bros. Auctioneers (America) Inc., Ritchie Bros. UK Limited and/or Ritchie Bros. UK
Holdings Limited in Dollars, Canadian Dollars or Sterling in up to four (4) Borrowings which shall all be made on any Business
Day during the Availability Period in an aggregate amount not to exceed such Term Lender’s Delayed-Draw Term Loan Commitment
(each such Borrowing, a “Delayed-Draw Term Loan”). Amounts repaid on Delayed-Draw Term Loans may not be
reborrowed. Delayed-Draw Term Loans may consist of Base Rate Loans, Canadian Prime Rate Loans, Adjusted Daily Term SOFR Loans,
Adjusted Term SOFR Loans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans, or a combination thereof,
as further provided herein. For purposes hereof, the portion of the Delayed-Draw Term Loan (as outstanding immediately prior to the
Fourth Amendment Effective Date) held by Lenders on the Fourth Amendment Effective Date shall remain outstanding and shall be
applied to such Lender’s obligation to make its portion of the Borrowing of any Delayed-Draw Term Loan on the Fourth Amendment
Effective Date. The outstanding Delayed Draw Term Loans held by the Lenders on the Sixth Amendment Closing Date shall be converted
to and deemed to be New Term A Loans (the “Converted New Term A Loans”) upon the Borrowing of the New Term A
Loans on the Sixth Amendment Effective Date and such Converted New Term A Loans and the New Term A Loans borrowed on the Sixth
Amendment Closing Date shall constitute a single tranche of Term Loans.


 






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(e)            New
Term A Loans. Subject to the terms set forth herein and subject solely to the satisfaction or waiver of the conditions set forth
in Section 4 of the Sixth Amendment, each New Term A Loan Lender with a New Term A Loan Commitment severally agrees to make its
portion of term loans to the New Term A Borrowers in Dollars or Canadian Dollars during the Availability Period on the Sixth Amendment
Closing Date in an aggregate amount not to exceed such New Term A Loan Lender’s New Term A Loan Commitment (such Borrowing, a “New
Term A Loan”). Amounts repaid on New Term A Loans may not be reborrowed. New Term A Loans may consist of Base Rate Loans, Canadian
Prime Rate Loans, Adjusted Daily Term SOFR Loans, Adjusted Term SOFR Loans or Alternative Currency Term Rate Loans, or a combination
thereof, as further provided herein.


 


2.02            Borrowings,
Conversions and Continuations of Loans.


 


(a)            Each
Borrowing, each conversion of Loans from one Type to the other, and each continuation of Adjusted Term SOFR Loans or Alternative
Currency Term Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which
may be given by (A) telephone, or (B) a Loan Notice; provided that any telephonic notice must be confirmed
immediately by delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative
Agent not later than (x) 1:00 p.m. (i) three (3) Business Days prior to the requested date of any Borrowing of,
conversion to or continuation of Adjusted Term SOFR Loans or of any conversion of Adjusted Term SOFR Loans to Adjusted Daily Term
SOFR Loans or Base Rate Loans, (ii) except as otherwise provided in this Section 2.02(a), three (3) Business
Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or
continuation of Alternative Currency Loans or of any conversion of Alternative Currency Term Rate Loans denominated in Canadian
Dollars to Canadian Prime Rate Loans, as applicable, (iii) on the requested date of any Borrowing of Canadian Prime Rate Loans,
and (iv) on the requested date of any Borrowing of Base Rate Loans or Adjusted Daily Term SOFR Loans, (y) 1:00
p.m. four (4) Business Days prior to the requested date of any Borrowing of, or continuation of, Alternative Currency
Loans denominated in Australian Dollars and (z) 1:00 p.m. four (4) Business Days prior to the requested date of any
Borrowing of, or continuation of, Alternative Currency Loans denominated in Yen. Except as provided in Sections 2.04C(c) and 2.04(D)(c),
each Borrowing of, conversion to or continuation of Adjusted Daily Term SOFR Loans, Adjusted Term SOFR Loans or Alternative Currency
Loans, as applicable, shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each
Borrowing of, or continuation of Alternative Currency Loans denominated in Australian Dollars shall be in a principal amount of
AUS$200,000 or a whole multiple of AUS$50,000 in excess thereof. Each Borrowing of, or continuation of, Alternative Currency Loans
denominated in Yen shall be in a principal amount of ¥20,000,000 or a whole multiple of ¥50,000 in excess thereof. Except as
provided in Sections 2.03(c), 2.04A(c) and 2.04B(c), each Borrowing of or conversion to Adjusted
Daily Term SOFR Loans, Base Rate Loans or Canadian Prime Rate Loans, as applicable, shall be in a principal amount of $1,000,000 or
a whole multiple of $500,000 in excess thereof. Each Loan Notice shall specify (i) whether the applicable Borrower is
requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, (ii) the requested date
of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of
Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be
converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) the currency of the Loans
to be borrowed (it being understood that Adjusted Term SOFR Loans, Adjusted Daily Term SOFR Loans and Base Rate Loans can only be
made in Dollars). Except as provided in Section 2.01(b), if a Borrower fails to specify a currency in a Loan Notice
requesting a Borrowing, then the Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of a Loan in a
Loan Notice or if a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall
be made as, or converted to, Adjusted Daily Term SOFR Loans or Canadian Prime Rate Loans, if applicable; provided, however,
that in the case of a failure to specify a Type of Loan to be denominated in an Alternative Currency (other than Canadian Dollars)
or to timely request a continuation of Loans denominated in an Alternative Currency (other than Canadian Dollars), such Loans shall
be made, or continued, as Alternative Currency Term Rate Loans in the applicable currency with an Interest Period of one month. Any
such automatic conversion to Adjusted Daily Term SOFR Loans or Canadian Prime Rate Loans shall be effective as of the last day of
the Interest Period then in effect with respect to the applicable Term Rate Loans. If a Borrower requests a Borrowing of, conversion
to, or continuation of Term Rate Loans in any Loan Notice, but fails to specify an Interest Period, it will be deemed to have
specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency,
but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.


 






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(b)            Following
receipt of a Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency) of its
Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by a Borrower,
the Administrative Agent shall notify each applicable Lender of the details of any automatic conversion to Adjusted Daily Term SOFR
Loans or Canadian Prime Rate Loans, if applicable, or continuation of Alternative Currency Loans denominated in a currency other
than Canadian Dollars, in each case as described in the preceding subsection. In the case of a Borrowing, each applicable Lender
shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office
for the applicable currency not later than 1:00 p.m., in the case of any Loan denominated in Dollars, and not later than the
Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case
on the Business Day specified in the applicable Loan Notice. Upon satisfaction or waiver of the applicable conditions set forth in
(i) Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01),
(ii) Section 4.03 in the case of any Borrowing of a Delayed-Draw Term Loan to finance the EuroAuction Acquisition
or (iii) Section 4 of the Sixth Amendment in the case of any Sixth Amendment Closing Date Revolver Draw and any Borrowing
of New Term A Loans, in each case, to finance the IAA Acquisition Transactions, the Administrative Agent shall make all funds so
received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the
account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in
each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by such Borrower; provided, however,
that, except in the case of Borrowings on the Sixth Amendment Closing Date, if, on the date the Loan Notice with respect to a
Borrowing of Revolving A Loans denominated in Dollars is given by a Borrower, there are L/C Borrowings outstanding, then the
proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings and second,
shall be made available to the applicable Borrower as provided above.


 






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(c)            Except
as otherwise provided herein, a Term Rate Loan may be continued or converted only on the last day of the Interest Period for such Loan.
During the existence of a Default, no Loans may be converted to or continued as Term Rate Loans without the consent of the Required Lenders,
and the Required Lenders may demand that any or all of the outstanding Alternative Currency Term Rate Loans be prepaid, or redenominated
into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.


 


(d)            After
giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type,
there shall not be more than twenty (20) Interest Periods in effect, or such greater number as the Administrative Agent may agree in
its sole discretion.


 


(e)            This
Section 2.02 shall not apply to Swing Line Loans.


 


2.03            Letters
of Credit.


 


(a)            The
Letter of Credit Commitment.


 


(i)            Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set
forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until
the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or (subject to the limitation below) in one
or more Alternative Currencies for the account of the Company or any of its Subsidiaries, and to amend or extend Letters of Credit
previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters
of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the
Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with
respect to any Letter of Credit, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments,
(y) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Revolving A Lender’s Revolving A
Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided, further,
that, after giving effect to all L/C Credit Extensions, the aggregate Outstanding Amount of all Letters of Credit issued by any L/C
Issuer shall not exceed such L/C Issuer’s L/C Commitment. Each request by the Company for the issuance or amendment of a
Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the
conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions
hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during
the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and
reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date
shall be subject to and governed by the terms hereof. Notwithstanding anything to the contrary contained herein, unless otherwise
agreed by the Administrative Agent, Letters of Credit denominated in Alternative Currencies may only be issued by Bank of America
and up to three other Lenders elected from time to time by the Company (with the agreement of such other Lender), in their
capacities as L/C Issuers.


 






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(ii)            The
L/C Issuer shall not issue any Letter of Credit if:


 


(A)            subject
to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the
date of issuance or last extension, unless the Revolving A Lenders (other than Defaulting Lenders) holding a majority of the Revolving
A Credit Exposure have approved such expiry date; or


 


(B)            the
expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving A Lenders
have approved such expiry date.


 


(iii)            The
L/C Issuer shall not be under any obligation to issue any Letter of Credit if:


 


(A)            any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C
Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not
having the force of Law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the
L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the
L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not
otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost
or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;


 






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(B)            the
issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;


 


(C)            except
as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is to be denominated in a currency other than
Dollars or an Alternative Currency;


 


(D)            the
L/C Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency;


 


(E)            any
Revolving A Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of
Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Company or such Defaulting Lender to eliminate the
L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the Defaulting
Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as
to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;


 


(F)            such
Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or


 


(G)            such
Letter of Credit consists of a bank guaranty.


 


(iv)            The
L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in
its amended form under the terms hereof.


 


(v)            The
L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time
to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not
accept the proposed amendment to the Letter of Credit.


 


(vi)            The
L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated
therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with
respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to
be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative
Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as
additionally provided herein with respect to the L/C Issuer.


 






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(b)            Procedures
for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.


 


(i)            Each
Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to the L/C Issuer (with a
copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible
Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic
transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such
Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least
one (1) Business Day (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance
in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for
an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C
Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and
currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents
to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such
beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other
matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of
Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the
proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such
other matters as the L/C Issuer may require. Additionally, the Company shall furnish to the L/C Issuer and the Administrative Agent such
other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents,
as the L/C Issuer or the Administrative Agent may require.


 


(ii)            Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, the
L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any
Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment
of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be
satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit
for the account of the Company or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case
in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of
Credit, each Revolving A Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C
Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving A Lender’s Applicable
Percentage times the amount of such Letter of Credit.


 






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(iii)            If
the Company so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a
Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided
that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month
period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than
a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter
of Credit is issued. Unless otherwise directed by the L/C Issuer, the Company shall not be required to make a specific request to the
L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized
(but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the
Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the
L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in
its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of
Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before
the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders
have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrowers that one or more of
the applicable conditions specified in Section 4.02 is not then satisfied, and in each case directing the L/C Issuer not
to permit such extension.


 


(iv)            Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the
beneficiary thereof, the L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter
of Credit or amendment.


 






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(c)            Drawings
and Reimbursements; Funding of Participations.


 


(i)            Upon
receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, the L/C Issuer shall
notify the Company and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency,
the Company shall reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have
specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for
reimbursement in Dollars, the Company shall have notified the L/C Issuer promptly following receipt of the notice of drawing that
the Company will reimburse the L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter
of Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Company of the Dollar Equivalent of the amount of
the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of any payment by the L/C
Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the L/C Issuer
under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the
Company shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the
applicable currency. In the event that (A) a drawing denominated in an Alternative Currency is to be reimbursed in Dollars
pursuant to the second sentence in this Section 2.03(c)(i) and (B) the Dollar amount paid by the Company,
whether on or after the Honor Date, shall not be adequate on the date of that payment to purchase in accordance with normal banking
procedures a sum denominated in the Alternative Currency equal to the drawing, the Company agrees, as a separate and independent
obligation, to indemnify the L/C Issuer for the loss resulting from its inability on that date to purchase the Alternative Currency
in the full amount of the drawing. If the Company fails to timely reimburse the L/C Issuer on the Honor Date, the Administrative
Agent shall promptly notify each Revolving A Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars
in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the
 “Unreimbursed Amount”), and the amount of such Revolving A Lender’s Applicable Percentage thereof. In such
event, the Company shall be deemed to have requested a Borrowing of Revolving A Loans that are Base Rate Loans to be disbursed on
the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02
for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving A Commitments and the
conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or
the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone 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.


 


(ii)            Each
Revolving A Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative
Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer, in Dollars, at the Administrative Agent’s
Office for Dollar-denominated deposits in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00
p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii),
each Revolving A Lender that so makes funds available shall be deemed to have made a Revolving A Loan that is a Base Rate Loan to the
Company in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer in Dollars.


 






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(iii)            With
respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Revolving A Loans that are Base Rate Loans because
the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Company shall be deemed to have
incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing
shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving
A Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall
be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving A Lender
in satisfaction of its participation obligation under this Section 2.03.


 


(iv)            Until
each Revolving A Lender funds its Revolving A Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the
L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving A Lender’s Applicable Percentage
of such amount shall be solely for the account of the L/C Issuer.


 


(v)            Each
Revolving A Lender’s obligation to make Revolving A Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters
of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving A Lender may have
against the L/C Issuer, the Company or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default,
or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however,
that each Revolving A Lender’s obligation to make Revolving A Loans pursuant to this Section 2.03(c) is subject
to the conditions set forth in Section 4.02 (other than delivery by the Company of a Loan Notice). No such making of an L/C
Advance shall relieve or otherwise impair the obligation of the Company to reimburse the L/C Issuer for the amount of any payment made
by the L/C Issuer under any Letter of Credit, together with interest as provided herein.


 


(vi)            If
any Revolving A Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to
be paid by such Revolving A Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time
specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be
entitled to recover from such Revolving A Lender (acting through the Administrative Agent), on demand, such amount with interest
thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C
Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative,
processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Revolving A Lender pays
such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving A Lender’s Revolving A
Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate
of the L/C Issuer submitted to any Revolving A Lender (through the Administrative Agent) with respect to any amounts owing under
this clause (vi) shall be conclusive absent manifest error.


 






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(d)            Repayment
of Participations.


 


(i)            At
any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving A Lender such Revolving
A Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives
for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from
the Company or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent
will distribute to such Revolving A Lender its Applicable Percentage thereof in Dollars and in the same funds as those received by the
Administrative Agent.


 


(ii)            If
any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is
required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered
into by the L/C Issuer in its discretion), each Revolving A Lender shall pay to the Administrative Agent for the account of the L/C Issuer
its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to
the date such amount is returned by such Revolving A Lender, at a rate per annum equal to the applicable Overnight Rate from time to
time in effect. The obligations of the Revolving A Lenders under this clause shall survive the payment in full of the Obligations
and the termination of this Agreement.


 


(e)            Obligations
Absolute. The obligation of the Company to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each
L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement
under all circumstances, including the following:


 


(i)            any
lack of validity or enforceability of such Letter of Credit, this Agreement or any other Loan Document;


 


(ii)            the
existence of any claim, counterclaim, setoff, defense or other right that any Loan Party or any Subsidiary may have at any time against
any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be
acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such
Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;


 


(iii)            any
draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;


 






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(iv)            waiver
by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Company or any waiver
by the L/C Issuer which does not in fact materially prejudice the Company;


 


(v)            honor
of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;


 


(vi)            any
payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of,
or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC,
the ISP or the UCP, as applicable;


 


(vii)            any
payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with
the terms and conditions of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting
to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative
of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding
under any Debtor Relief Law;


 


(viii)            any
adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Company or any Subsidiary
or in the relevant currency markets generally; or


 


(ix)            any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might
otherwise constitute a defense available to, or a discharge of, any Loan Party or any Subsidiary;


 


provided that the foregoing
shall not excuse the L/C Issuer from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages,
claims in respect of which are waived by the Borrowers as provided herein) suffered by the Company or any Subsidiary to the extent caused
by the L/C Issuer’s gross negligence or willful misconduct when determining whether drafts and other documents presented under
a Letter of Credit comply with the terms thereof.


 


The Company shall promptly examine
a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with
the Company’s instructions or other irregularity, the Company will immediately notify the L/C Issuer. The Company shall be conclusively
deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.


 






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(f)            Role
of L/C Issuer. Each Lender and the Company agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have
any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of
Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering
any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant
or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request
or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross
negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument
related to any Letter of Credit or Issuer Document. The Company hereby assumes all risks of the acts or omissions of any beneficiary
or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended
to, and shall not, preclude the Company from pursuing such rights and remedies as it may have against the beneficiary or transferee at
law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent,
participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through
(ix) of Section 2.03(e); provided, however, that anything in such clauses to the contrary
notwithstanding, the Company may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Company, to the extent,
but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company which the Company proves
were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any
Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the
terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents
that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to
the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning
or purporting to transfer or assign a 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. The L/C Issuer may send a Letter of Credit or conduct any communication
to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or
overnight courier, or any other commercially reasonable means of communicating with a beneficiary.


 


(g)            Applicability
of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the L/C Issuer and the Company when a Letter of
Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall
apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit.
Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Company for, and the L/C Issuer’s rights and
remedies against the Company shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any Law,
order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any
order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or
in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers
Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International
Banking Law & Practice, whether or not any Letter of Credit chooses such Law or practice.


 






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(h)            Letter
of Credit Fees. The Company shall pay to the Administrative Agent for the account of each Revolving A Lender in accordance, subject
to Section 2.15, with its Applicable Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”)
for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under
such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, (x) the amount
of such Letter of Credit shall be determined in accordance with Section 1.09 and (y) each bank guaranty shall be treated
as a standby Letter of Credit. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each
March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on
the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any
change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed
and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.
Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists,
all Letter of Credit Fees shall accrue at the Default Rate. With respect to Letter of Credit Fees attributable to Letters of Credit issued
by institutions other than Bank of America, the Administrative Agent shall compute such Letter of Credit Fees using the information provided
in Section 2.03(m)(iv) and any related Letter of Credit activity that posts subsequent to the date of such information
but prior to the end of the calendar quarter shall be moved to the subsequent billing cycle.


 


(i)            Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer. The Company shall pay directly to the L/C Issuer for its own
account, in Dollars, a fronting fee (i) with respect to each commercial Letter of Credit, at the rate specified in the Fee
Letter, computed on the Dollar Equivalent of the amount of such Letter of Credit, and payable upon the issuance thereof,
(ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate
separately agreed between the Company and the L/C Issuer, computed on the Dollar Equivalent of the amount of such increase, and
payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit (which shall include
for this purpose any bank guaranty), at the rate per annum specified in the Fee Letter, computed on the Dollar Equivalent of the
daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and
payable on the tenth Business Day after the end of each March, June, September and December in respect of the most
recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur
after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of
computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined
in accordance with Section 1.09. In addition, the Company shall pay directly to the L/C Issuer for its own account, in
Dollars, the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C
Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and
payable on demand and are nonrefundable.


 






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(j)            Conflict
with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof
shall control.


 


(k)            Letters
of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations
of, or is for the account of, a Subsidiary, the Company shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings
under such Letter of Credit. The Company hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures
to the benefit of the Company, and that the Company’s business derives substantial benefits from the businesses of such Subsidiaries.


 


(l)            Additional
L/C Issuers. Subject to the prior approval of the Administrative Agent, not be unreasonably withheld, the Company may appoint another
Lender as an L/C Issuer. Upon such appointment, such Person shall become an L/C Issuer, be entitled to all the benefits and subject to
the obligations of an L/C Issuer hereunder with respect to Letters of Credit issued by it. The Company may select which L/C Issuer it
requests to issue a Letter of Credit if there are multiple L/C Issuers. The Administrative Agent, the Company and any L/C Issuer appointed
as such after the Closing Date may amend this Agreement as the Administrative Agent reasonably determines is necessary or appropriate
to reflect such appointment.


 


(m)            Letter
of Credit Reports. Unless otherwise agreed by the Administrative Agent and the L/C Issuer, the L/C Issuer shall, in addition to its
notification obligations set forth elsewhere in this Section 2.03, provide the Administrative Agent the following information:


 


(i)            not
later than one Business Day following the date that the L/C Issuer issues, amends, renews, increases or extends a Letter of Credit: (A) the
date of such issuance, amendment, renewal, increase or extension, (B) the currency of the applicable Letter of Credit and (C) the
Dollar Equivalent of the stated amount of the applicable Letters of Credit after giving effect to such issuance, amendment, renewal or
extension (and whether the amounts thereof shall have changed);


 


(ii)            not
later than one Business Day following the expiration or termination of a Letter of Credit, the date of such expiration or termination;


 


(iii)            not
later than the second Business Day of each month, a report containing (A) a list of all outstanding Letters of Credit as of the
last day of the immediately preceding month and (B) the face amount of such Letter of Credit (which, in the case of Letters of Credit
denominated in Alternate Currencies, shall include the Dollar Equivalent amount thereof);


 






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(iv)            not
later than 9:00 a.m. on the second Business Day prior to the end of each March, June, September and December, a report containing
(A) a list of all outstanding Letters of Credit during the current quarter with a description of all activity with respect to such
Letters of Credit during such quarter and (B) the face amount of such Letter of Credit (which, in the case of Letters of Credit
denominated in Alternate Currencies, shall include the Dollar Equivalent amount thereof);


 


(v)            not
later than one Business Day following the date on which the L/C Issuer makes a payment pursuant to a Letter of Credit, the date and amount
of such payment;


 


(vi)            not
later than one Business Day following the date on which the Borrower fails to reimburse a payment made pursuant to a Letter of Credit
required to be reimbursed on such day, the date of such failure and the amount of such payment; and


 


(vii)            on
any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued
by the L/C Issuer.


 


2.04         Swing
Line Loans


 


2.04A     U.S. Swing
Line Loans.


 


(a)            U.S. Swing
Line Facility. Subject to the terms and conditions set forth herein, the U.S. Swing Line Lender, in reliance upon the
agreements of the other Lenders set forth in this Section 2.04A, may in its sole discretion subject to the terms of any
U.S. Autoborrow Agreement make loans (each such loan, a “U.S. Swing Line Loan”) to the
U.S. Borrowers in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to
exceed at any time outstanding the amount of the U.S. Swing Line Sublimit or the U.S. Swing Line Lender’s Swing Line
Commitment, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the Applicable Percentage of the
Outstanding Amount of Revolving A Loans and L/C Obligations of the Lender acting as U.S. Swing Line Lender, may exceed the
amount of such Lender’s Revolving A Commitment; provided, however, that (i) after giving effect to any
U.S. Swing Line Loan, (A) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments and
(B) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Revolving A Lender’s Revolving A
Commitment, (ii) the U.S. Borrowers shall not use the proceeds of any U.S. Swing Line Loan to refinance any
outstanding U.S. Swing Line Loan and (iii) the U.S. Swing Line Lender shall not be under any obligation to make any
U.S. Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it
has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and
conditions hereof, the U.S. Borrowers may borrow under this Section 2.04A, prepay under Section 2.05,
and reborrow under this Section 2.04A. Each U.S. Swing Line Loan shall be at the applicable
U.S. Borrower’s option, an Adjusted Daily Term SOFR Loan or a Base Rate Loan; provided, however, that if a
U.S. Autoborrow Agreement is in effect, the U.S. Swing Line Lender may, at its discretion, provide for an alternate rate of
interest on U.S. Swing Line Loans under the U.S. Autoborrow Agreement (with respect to any U.S. Swing Line Loans for
which the U.S. Swing Line Lender has not requested that the Revolving A Lenders fund Revolving A Loans to refinance, or to
purchase and fund risk participations in, such U.S. Swing Line Loans pursuant to Section 2.04A(c)). Immediately
upon the making of a U.S. Swing Line Loan, each Revolving A Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the U.S. Swing Line Lender a risk participation in such U.S. Swing Line Loan in
an amount equal to the product of such Revolving A Lender’s Applicable Percentage times the amount of such
U.S. Swing Line Loan.


 






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(b)            Borrowing
Procedures.


 


(i)            At
any time a U.S. Autoborrow Agreement is not in effect, each Borrowing of U.S. Swing Line Loans shall be made upon the applicable
Borrower’s irrevocable notice to the U.S. Swing Line Lender and the Administrative Agent, which may be given by (A) telephone
or (B) by a U.S. Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery
to the U.S. Swing Line Lender and the Administrative Agent of a U.S. Swing Line Loan Notice. Each such U.S. Swing Line
Loan Notice must be received by the U.S. Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the requested
borrowing date, and shall specify (1) the amount to be borrowed, which shall be a minimum principal amount of $100,000 and integral
multiples of $100,000 in excess thereof, (2) the requested borrowing date, which shall be a Business Day and (3) whether such
proposed Borrowing will be a Base Rate Loan or an Adjusted Daily Term SOFR Loan. Promptly after receipt by the U.S. Swing Line Lender
of any U.S. Swing Line Loan Notice, the U.S. Swing Line Lender will confirm with the Administrative Agent (by telephone or
in writing) that the Administrative Agent has also received such U.S. Swing Line Loan Notice and, if not, the U.S. Swing Line
Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the U.S. Swing Line Lender
has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00
p.m. on the date of the proposed Borrowing of U.S. Swing Line Loans (A) directing the U.S. Swing Line Lender not
to make such U.S. Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04A(a),
or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to
the terms and conditions hereof, the U.S. Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified
in such U.S. Swing Line Loan Notice, make the amount of its U.S. Swing Line Loan available to the applicable U.S. Borrower.


 


(ii)            In
order to facilitate the borrowing of U.S. Swing Line Loans, the U.S. Borrowers and the U.S. Swing Line Lender may
mutually agree to, and are hereby authorized to, enter into a U.S. Autoborrow Agreement in form and substance satisfactory to
the Administrative Agent and the U.S. Swing Line Lender (the “U.S. Autoborrow Agreement”) providing for
the automatic advance by the U.S. Swing Line Lender of U.S. Swing Line Loans under the conditions set forth in such
agreement, which shall be in addition to the conditions set forth herein. At any time a U.S. Autoborrow Agreement is in effect,
the requirements for borrowings of U.S. Swing Line Loans set forth in the immediately preceding paragraph shall not apply, and
all Borrowings of U.S. Swing Line Loans under the U.S. Autoborrow Agreement shall be made in accordance with the
U.S. Autoborrow Agreement. For purposes of determining the Outstanding Amount under the Aggregate Revolving A Commitments at
any time during which a U.S. Autoborrow Agreement is in effect, the Outstanding Amount of all U.S. Swing Line Loans shall
be deemed to be the Outstanding Amount of U.S. Swing Line Loans at such time plus the maximum amount available to be
borrowed under the U.S. Autoborrow Agreement. For purposes of any borrowing of U.S. Swing Line Loans pursuant to the
U.S. Autoborrow Agreement, all references to Bank of America shall be deemed to be a reference to Bank of America, in its
capacity as U.S. Swing Line Lender hereunder.


 






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(c)            Refinancing
of U.S. Swing Line Loans.


 


(i)            The
U.S. Swing Line Lender at any time in its sole discretion may request, on behalf of the U.S. Borrowers (which hereby irrevocably
authorizes the U.S. Swing Line Lender to so request on its behalf), that each Revolving A Lender make a Revolving A Loan that is
a Base Rate Loan or Adjusted Daily Term SOFR Loan, as applicable, in an amount equal to such Revolving A Lender’s Applicable Percentage
of the amount of U.S. Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed
to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum
and multiples specified therein for the principal amount of Base Rate Loans or Adjusted Daily Term SOFR Loans, but subject to the unutilized
portion of the Aggregate Revolving A Commitments and the conditions set forth in Section 4.02. The U.S. Swing Line Lender
shall furnish the U.S. Borrowers with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative
Agent. Each Revolving A Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Loan Notice for
each type of outstanding U.S. Swing Line Loan available to the Administrative Agent in Same Day Funds (and the Administrative Agent
may apply Cash Collateral available with respect to the applicable U.S. Swing Line Loan) for the account of the U.S. Swing
Line Lender at the applicable Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Notice,
whereupon, subject to Section 2.04A(c)(ii), each Revolving A Lender that so makes funds available shall be deemed to have
made a Revolving A Loan that is a Base Rate Loan or Adjusted Daily Term SOFR Loan, as applicable to the Borrowers in such amount. The
Administrative Agent shall remit the funds so received to the U.S. Swing Line Lender.


 


(ii)            If
for any reason any U.S. Swing Line Loan cannot be refinanced by such a Borrowing of Revolving A Loans in accordance with Section 2.04A(c)(i),
the request for Revolving A Loans that are Base Rate Loans submitted by the U.S. Swing Line Lender as set forth herein shall be
deemed to be a request by the U.S. Swing Line Lender that each of the Revolving A Lenders fund its risk participation in the
relevant U.S. Swing Line Loan and each Revolving A Lender’s payment to the Administrative Agent for the account of the
U.S. Swing Line Lender pursuant to Section 2.04A(c)(i) shall be deemed payment in respect of such
participation.


 






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(iii)            If
any Revolving A Lender fails to make available to the Administrative Agent for the account of the U.S. Swing Line Lender any amount
required to be paid by such Revolving A Lender pursuant to the foregoing provisions of this Section 2.04A(c) by the
time specified in Section 2.04A(c)(i), the U.S. Swing Line Lender shall be entitled to recover from such Revolving A
Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment
is required to the date on which such payment is immediately available to the U.S. Swing Line Lender at a rate per annum equal to
the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged
by the U.S. Swing Line Lender in connection with the foregoing. If such Revolving A Lender pays such amount (with interest and fees
as aforesaid), the amount so paid shall constitute such Revolving A Lender’s Revolving A Loan included in the relevant Borrowing
or funded participation in the relevant U.S. Swing Line Loan, as the case may be. A certificate of the U.S. Swing Line Lender
submitted to any Revolving A Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall
be conclusive absent manifest error.


 


(iv)            Each
Revolving A Lender’s obligation to make Revolving A Loans or to purchase and fund risk participations in U.S. Swing Line Loans
pursuant to this Section 2.04A(c) shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving A Lender may have against the U.S. Swing
Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any
other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving
A Lender’s obligation to make Revolving A Loans pursuant to this Section 2.04A(c) is subject to the conditions
set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the
U.S. Borrowers to repay U.S. Swing Line Loans, together with interest as provided herein.


 


(d)            Repayment
of Participations.


 


(i)            At
any time after any Revolving A Lender has purchased and funded a risk participation in a U.S. Swing Line Loan, if the U.S. Swing
Line Lender receives any payment on account of such U.S. Swing Line Loan, the U.S. Swing Line Lender will distribute to such
Revolving A Lender its Applicable Percentage thereof in the same funds as those received by the U.S. Swing Line Lender.


 






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(ii)            If
any payment received by the U.S. Swing Line Lender in respect of principal or interest on any U.S. Swing Line Loan is required
to be returned by the U.S. Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant
to any settlement entered into by the U.S. Swing Line Lender in its discretion), each Revolving A Lender shall pay to the U.S. Swing
Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such
demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will
make such demand upon the request of the U.S. Swing Line Lender. The obligations of the Revolving A Lenders under this clause shall
survive the payment in full of the Obligations and the termination of this Agreement.


 


(e)            Interest
for Account of U.S. Swing Line Lender. The U.S. Swing Line Lender shall be responsible for invoicing the U.S. Borrowers
for interest on the U.S. Swing Line Loans. Until each Revolving A Lender funds its Revolving A Loans that are Base Rate Loans or
Adjusted Daily Term SOFR Loans, as applicable, or risk participation pursuant to this Section 2.04A to refinance such Revolving
A Lender’s Applicable Percentage of any U.S. Swing Line Loan, interest in respect of such Applicable Percentage shall be solely
for the account of the U.S. Swing Line Lender.


 


(f)            Payments
Directly to U.S. Swing Line Lender. The U.S. Borrowers shall make all payments of principal and interest in respect of
the U.S. Swing Line Loans directly to the U.S. Swing Line Lender.


 


2.04B      Canadian
Swing Line Loans.


 


(a)            Canadian
Swing Line Facility. Subject to the terms and conditions set forth herein, the Canadian Swing Line Lender, in reliance upon the
agreements of the other Lenders set forth in this Section 2.04B, may in its sole discretion subject to the terms of any
Canadian Autoborrow Agreement make loans (each such loan, a “Canadian Swing Line Loan”) to the Canadian Borrowers
in Canadian Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any
time outstanding the amount of the Canadian Swing Line Sublimit or the Canadian Swing Line Lender’s Swing Line Commitment,
notwithstanding the fact that such Canadian Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding
Amount of Revolving A Loans and L/C Obligations of the Lender acting as Canadian Swing Line Lender, may exceed the amount of such
Lender’s Revolving A Commitment; provided, however, that (i) after giving effect to any Canadian Swing Line
Loan, (A) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments and (B) the Revolving
A Credit Exposure of any Revolving A Lender shall not exceed such Revolving A Lender’s Revolving A Commitment, (ii) the
Canadian Borrowers shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan
and (iii) the Canadian Swing Line Lender shall not be under any obligation to make any Canadian Swing Line Loan if it shall
determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may
have, Fronting Exposure. For purposes of determining the Outstanding Amount under the Aggregate Revolving A Commitments at any time
there is a Canadian Swing Line Lender, the Outstanding Amount of all Canadian Swing Line Loans shall be deemed to be the Outstanding
Amount of Canadian Swing Line Loans at such time plus the maximum amount available to be borrowed under the Canadian Swing
Line Sublimit. Within the foregoing limits, and subject to the other terms and conditions hereof, the Canadian Borrowers may borrow
under this Section 2.04B, prepay under Section 2.05, and reborrow under this Section 2.04B. Each
Canadian Swing Line Loan shall be a Canadian Prime Rate Loan; provided however, that if a Canadian Autoborrow Agreement is in
effect, the Canadian Swing Line Lender may, at its discretion, provide for an alternate rate of interest on Canadian Swing Line
Loans under the Canadian Autoborrow Agreement (with respect to any Canadian Swing Line Loans for which the Canadian Swing Line
Lender has not requested that the Revolving A Lenders fund Revolving A Loans to refinance, or to purchase and fund risk
participations in, such Canadian Swing Line Loans pursuant to Section 2.04B(c)). Immediately upon the making of a
Canadian Swing Line Loan, each Revolving A Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase
from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such
Revolving A Lender’s Applicable Percentage times the amount of such Canadian Swing Line Loan.


 






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(b)            Borrowing
Procedures.


 


(i)            At
any time a Canadian Autoborrow Agreement is not in effect, each Borrowing of Canadian Swing Line Loans shall be made upon the
applicable Borrower’s irrevocable notice to the Canadian Swing Line Lender and the Administrative Agent, which may be given by
(A) telephone or (B) by a Canadian Swing Line Loan Notice; provided that any telephonic notice must be confirmed
promptly by delivery to the Canadian Swing Line Lender and the Administrative Agent of a Canadian Swing Line Loan Notice. Each such
Canadian Swing Line Loan Notice must be received by the Canadian Swing Line Lender and the Administrative Agent not later than 2:00
p.m. on the requested borrowing date, and shall specify (1) the amount to be borrowed, which shall be a minimum principal
amount of CAD$100,000 and integral multiples of CAD$100,000 in excess thereof and (2) the requested borrowing date, which shall
be a Business Day. Promptly after receipt by the Canadian Swing Line Lender of any Canadian Swing Line Loan Notice, the Canadian
Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also
received such Canadian Swing Line Loan Notice and, if not, the Canadian Swing Line Lender will notify the Administrative Agent (by
telephone or in writing) of the contents thereof. Unless the Canadian Swing Line Lender has received notice (by telephone or in
writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 p.m. on the date of the proposed
Borrowing of Canadian Swing Line Loans (A) directing the Canadian Swing Line Lender not to make such Canadian Swing Line Loan
as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04B(a), or
(B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to
the terms and conditions hereof, the Canadian Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified
in such Canadian Swing Line Loan Notice, make the amount of its Canadian Swing Line Loan available to the applicable Canadian
Borrower.


 






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(ii)            In
order to facilitate the borrowing of Canadian Swing Line Loans, the Canadian Borrowers and the Canadian Swing Line Lender may mutually
agree to, and are hereby authorized to, (A) enter into a Canadian Autoborrow Agreement in form and substance satisfactory to the
Administrative Agent and the Canadian Swing Line Lender providing for the automatic advance by the Canadian Swing Line Lender of Canadian
Swing Line Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein, which
shall be in addition to the conditions set forth herein and/or (B) establish overdraft services linked to the Borrower’s checking
accounts maintained with the Canadian Swing Line Lender (collectively (A) and (B), the “Canadian Autoborrow Agreement”).
At any time a Canadian Autoborrow Agreement is in effect, the requirements for borrowings of Canadian Swing Line Loans set forth in the
immediately preceding paragraph shall not apply, and all Borrowings of Canadian Swing Line Loans under the Canadian Autoborrow Agreement
shall be made in accordance with the Canadian Autoborrow Agreement. For purposes of any borrowing of Canadian Swing Line Loans pursuant
to the Canadian Autoborrow Agreement, all references to Royal Bank of Canada shall be deemed to be a reference to Royal Bank of Canada,
in its capacity as Canadian Swing Line Lender hereunder.


 


(c)            Refinancing
of Canadian Swing Line Loans.


 


(i)            The
Canadian Swing Line Lender at any time in its sole discretion may request, on behalf of the Canadian Borrowers (which hereby
irrevocably authorizes the Canadian Swing Line Lender to so request on its behalf), that each Revolving A Lender make a Revolving A
Loan that is a Canadian Prime Rate Loan in an amount equal to such Revolving A Lender’s Applicable Percentage of the amount of
Canadian Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a
Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum
and multiples specified therein for the principal amount of Canadian Prime Rate Loans but subject to the unutilized portion of the
Aggregate Revolving A Commitments and the conditions set forth in Section 4.02. The Canadian Swing Line Lender shall
furnish the Canadian Borrowers with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative
Agent. Each Revolving A Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Loan Notice
available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with
respect to the applicable Canadian Swing Line Loan) for the account of the Canadian Swing Line Lender at the applicable
Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04B(c)(ii),
each Revolving A Lender that so makes funds available shall be deemed to have made a Revolving A Loan that is a Canadian Prime Rate
Loan to the Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Canadian Swing Line
Lender.


 






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(ii)            If
for any reason any Canadian Swing Line Loan cannot be refinanced by such a Borrowing of Revolving A Loans in accordance with Section 2.04B(c)(i),
the request for Revolving A Loans that are Canadian Prime Rate Loans submitted by the Canadian Swing Line Lender as set forth herein
shall be deemed to be a request by the Canadian Swing Line Lender that each of the Revolving A Lenders fund its risk participation in
the relevant Canadian Swing Line Loan and each Revolving A Lender’s payment to the Administrative Agent for the account of the
Canadian Swing Line Lender pursuant to Section 2.04B(c)(i) shall be deemed payment in respect of such participation.


 


(iii)            If
any Revolving A Lender fails to make available to the Administrative Agent for the account of the Canadian Swing Line Lender any amount
required to be paid by such Revolving A Lender pursuant to the foregoing provisions of this Section 2.04B(c) by the
time specified in Section 2.04B(c)(i), the Canadian Swing Line Lender shall be entitled to recover from such Revolving A
Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment
is required to the date on which such payment is immediately available to the Canadian Swing Line Lender at a rate per annum equal to
the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged
by the Canadian Swing Line Lender in connection with the foregoing. If such Revolving A Lender pays such amount (with interest and fees
as aforesaid), the amount so paid shall constitute such Revolving A Lender’s Revolving A Loan included in the relevant Borrowing
or funded participation in the relevant Canadian Swing Line Loan, as the case may be. A certificate of the Canadian Swing Line Lender
submitted to any Revolving A Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall
be conclusive absent manifest error.


 


(iv)            Each
Revolving A Lender’s obligation to make Revolving A Loans or to purchase and fund risk participations in Canadian Swing Line Loans
pursuant to this Section 2.04B(c) shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving A Lender may have against the Canadian
Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default,
or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however,
that each Revolving A Lender’s obligation to make Revolving A Loans pursuant to this Section 2.04B(c) is subject
to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the
obligation of the Canadian Borrowers to repay Canadian Swing Line Loans, together with interest as provided herein.


 






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(d)            Repayment
of Participations.


 


(i)            At
any time after any Revolving A Lender has purchased and funded a risk participation in a Canadian Swing Line Loan, if the Canadian Swing
Line Lender receives any payment on account of such Canadian Swing Line Loan, the Canadian Swing Line Lender will distribute to such
Revolving A Lender its Applicable Percentage thereof in the same funds as those received by the Canadian Swing Line Lender.


 


(ii)            If
any payment received by the Canadian Swing Line Lender in respect of principal or interest on any Canadian Swing Line Loan is required
to be returned by the Canadian Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant
to any settlement entered into by the Canadian Swing Line Lender in its discretion), each Revolving A Lender shall pay to the Canadian
Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date
of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent
will make such demand upon the request of the Canadian Swing Line Lender. The obligations of the Revolving A Lenders under this clause shall
survive the payment in full of the Obligations and the termination of this Agreement.


 


(e)            Interest
for Account of Canadian Swing Line Lender. The Canadian Swing Line Lender shall be responsible for invoicing the Canadian Borrowers
for interest on the Canadian Swing Line Loans. Until each Revolving A Lender funds its Revolving A Loans that are Canadian Prime Rate
Loans, or risk participation pursuant to this Section 2.04B to refinance such Revolving A Lender’s Applicable Percentage
of any Canadian Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Canadian Swing
Line Lender.


 


(f)            Payments
Directly to Canadian Swing Line Lender. The Canadian Borrowers shall make all payments of principal and interest in respect of the
Canadian Swing Line Loans directly to the Canadian Swing Line Lender.


 


2.04C            UK
Swing Line Facility.


 


(a)            UK
Swing Line Facility. Subject to the terms and conditions set forth herein, the UK Swing Line Lender, in reliance upon the
agreements of the other Lenders set forth in this Section 2.04C, may in its sole discretion subject to the terms of any
UK Autoborrow Agreement make loans (each such loan, a “UK Swing Line Loan”) to the UK Borrowers in Sterling from
time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the
amount of the UK Swing Line Sublimit or the UK Swing Line Lender’s Swing Line Commitment, notwithstanding the fact that such
UK Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving A Loans and L/C
Obligations of the Lender acting as UK Swing Line Lender, may exceed the amount of such Lender’s Revolving A Commitment; provided, however,
that (i) after giving effect to any UK Swing Line Loan, (A) the Total Revolving A Outstandings shall not exceed the
Aggregate Revolving A Commitments and (B) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such
Revolving A Lender’s Revolving A Commitment, (ii) the UK Borrowers shall not use the proceeds of any UK Swing Line Loan
to refinance any outstanding UK Swing Line Loan and (iii) the UK Swing Line Lender shall not be under any obligation to make
any UK Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it
has, or by such Credit Extension may have, Fronting Exposure. For purposes of determining the Outstanding Amount under the Aggregate
Revolving A Commitments at any time there is a UK Swing Line Lender, the Outstanding Amount of all UK Swing Line Loans shall be
deemed to be the Outstanding Amount of UK Swing Line Loans at such time plus the maximum amount available to be borrowed
under the UK Swing Line Sublimit. Within the foregoing limits, and subject to the other terms and conditions hereof, the UK
Borrowers may borrow under this Section 2.04C, prepay under Section 2.05, and reborrow under this Section 2.04C.
Each UK Swing Line Loan shall be an Alternative Currency Daily Rate Loan; provided however, that if a UK Autoborrow Agreement
is in effect, the UK Swing Line Lender may, at its discretion, provide for an alternate rate of interest on UK Swing Line Loans
under the UK Autoborrow Agreement (with respect to any UK Swing Line Loans for which the UK Swing Line Lender has not requested that
the Revolving A Lenders fund Revolving A Loans to refinance, or to purchase and fund risk participations in, such UK Swing Line
Loans pursuant to Section 2.04C(c)). Immediately upon the making of a UK Swing Line Loan, each Revolving A Lender shall
be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the UK Swing Line Lender a risk participation in
such UK Swing Line Loan in an amount equal to the product of such Revolving A Lender’s Applicable Percentage times the
amount of such UK Swing Line Loan.


 






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(b)            Borrowing
Procedures.


 


(i)            At
any time a UK Autoborrow Agreement is not in effect, each Borrowing of UK Swing Line Loans shall be made upon the applicable UK
Borrower’s irrevocable notice to the UK Swing Line Lender and the Administrative Agent, which may be given by
(A) telephone or (B) by a UK Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly
by delivery to the UK Swing Line Lender and the Administrative Agent of a UK Swing Line Loan Notice. Each such UK Swing Line Loan
Notice must be received by the UK Swing Line Lender and the Administrative Agent not later than 9:30 a.m. (London) time on the
requested borrowing date, and shall specify (1) the amount to be borrowed, which shall be a minimum principal amount of
 £100,000 and integral multiples of £100,000 in excess thereof and (2) the requested borrowing date, which shall be
a Business Day. Promptly after receipt by the UK Swing Line Lender of any UK Swing Line Loan Notice, the UK Swing Line Lender will
confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such UK Swing
Line Loan Notice and, if not, the UK Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the
contents thereof. Subject to the terms and conditions hereof, the UK Swing Line Lender will on the borrowing date specified in such
UK Swing Line Loan Notice, make the amount of its UK Swing Line Loan available to the applicable UK Borrower.


 






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(ii)            In
order to facilitate the borrowing of UK Swing Line Loans, the UK Borrowers and the UK Swing Line Lender may mutually agree to, and are
hereby authorized to, (i) enter into a UK Autoborrow Agreement in form and substance satisfactory to the Administrative Agent and
the UK Swing Line Lender providing for the automatic advance by the UK Swing Line Lender of UK Swing Line Loans under the conditions
set forth in such agreement, which shall be in addition to the conditions set forth herein, which shall be in addition to the conditions
set forth herein and/or (ii) establish overdraft services linked to the Borrower’s checking accounts maintained with the UK
Swing Line Lender (collectively (i) and (ii), the “UK Autoborrow Agreement”). At any time a UK Autoborrow Agreement
is in effect, the requirements for borrowings of UK Swing Line Loans set forth in the immediately preceding paragraph shall not apply,
and all Borrowings of UK Swing Line Loans under the UK Autoborrow Agreement shall be made in accordance with the UK Autoborrow Agreement.
For purposes of any borrowing of UK Swing Line Loans pursuant to the UK Autoborrow Agreement, all references to the applicable Lender
shall be deemed to be a reference to such Lender in its capacity as UK Swing Line Lender hereunder.


 


(c)            Refinancing
of UK Swing Line Loans.


 


(i)            The
UK Swing Line Lender at any time in its sole discretion may request, on behalf of the UK Borrowers (which hereby irrevocably authorizes
the UK Swing Line Lender to so request on its behalf), that each Revolving A Lender make a Revolving A Loan denominated in Sterling in
an amount equal to such Revolving A Lender’s Applicable Percentage of the amount of UK Swing Line Loans then outstanding. Such
request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with
the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount
of Alternative Currency Daily Rate Loans, but subject to the unutilized portion of the Aggregate Revolving A Commitments and the conditions
set forth in Section 4.02. The UK Swing Line Lender shall furnish the UK Borrowers with a copy of the applicable Loan Notice
promptly after delivering such notice to the Administrative Agent. Each Revolving A Lender shall make an amount equal to its Applicable
Percentage of the amount specified in such Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative
Agent may apply Cash Collateral available with respect to the applicable UK Swing Line Loan) for the account of the UK Swing Line Lender
at the applicable Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon,
subject to Section 2.04C(c)(ii), each Revolving A Lender that so makes funds available shall be deemed to have made a Revolving
A Loan to the UK Borrowers in such amount. The Administrative Agent shall remit the funds so received to the UK Swing Line Lender.


 






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(ii)            If
for any reason any UK Swing Line Loan cannot be refinanced by such a Borrowing of Revolving A Loans in accordance with Section 2.04C(c)(i),
the request for Revolving A Loans submitted by the UK Swing Line Lender as set forth herein shall be deemed to be a request by the UK
Swing Line Lender that each of the Revolving A Lenders fund its risk participation in the relevant UK Swing Line Loan and each Revolving
A Lender’s payment to the Administrative Agent for the account of the UK Swing Line Lender pursuant to Section 2.04C(c)(i) shall
be deemed payment in respect of such participation.


 


(iii)            If
any Revolving A Lender fails to make available to the Administrative Agent for the account of the UK Swing Line Lender any amount required
to be paid by such Revolving A Lender pursuant to the foregoing provisions of this Section 2.04C(c) by the time specified
in Section 2.04C(c)(i), the UK Swing Line Lender shall be entitled to recover from such Revolving A Lender (acting through
the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the
date on which such payment is immediately available to the UK Swing Line Lender at a rate per annum equal to the applicable Overnight
Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the UK Swing Line
Lender in connection with the foregoing. If such Revolving A Lender pays such amount (with interest and fees as aforesaid), the amount
so paid shall constitute such Revolving A Lender’s Revolving A Loan included in the relevant Borrowing or funded participation
in the relevant UK Swing Line Loan, as the case may be. A certificate of the UK Swing Line Lender submitted to any Revolving A Lender
(through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent
manifest error.


 


(iv)            Each
Revolving A Lender’s obligation to make Revolving A Loans or to purchase and fund risk participations in UK Swing Line Loans pursuant
to this Section 2.04C(c) shall be absolute and unconditional and shall not be affected by any circumstance, including
(A) any setoff, counterclaim, recoupment, defense or other right that such Revolving A Lender may have against the UK Swing Line
Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any
other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving
A Lender’s obligation to make Revolving A Loans pursuant to this Section 2.04C(c) is subject to the conditions
set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the
UK Borrowers to repay UK Swing Line Loans, together with interest as provided herein.


 


(d)            Repayment
of Participations.


 


(i)            At
any time after any Revolving A Lender has purchased and funded a risk participation in a UK Swing Line Loan, if the UK Swing Line
Lender receives any payment on account of such UK Swing Line Loan, the UK Swing Line Lender will distribute to such Revolving A
Lender its Applicable Percentage thereof in the same funds as those received by the UK Swing Line Lender.


 






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(ii)            If
any payment received by the UK Swing Line Lender in respect of principal or interest on any UK Swing Line Loan is required to be returned
by the UK Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement
entered into by the UK Swing Line Lender in its discretion), each Revolving A Lender shall pay to the UK Swing Line Lender its Applicable
Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such
amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the
request of the UK Swing Line Lender. The obligations of the Revolving A Lenders under this clause shall survive the payment in full
of the Obligations and the termination of this Agreement.


 


(e)            Interest
for Account of UK Swing Line Lender. The UK Swing Line Lender shall be responsible for invoicing the UK Borrowers for interest on
the UK Swing Line Loans. Until each Revolving A Lender funds its Revolving A Loans, or risk participation pursuant to this Section 2.04C
to refinance such Revolving A Lender’s Applicable Percentage of any UK Swing Line Loan, interest in respect of such Applicable
Percentage shall be solely for the account of the UK Swing Line Lender.


 


(f)            Payments
Directly to UK Swing Line Lender. The UK Borrowers shall make all payments of principal and interest in respect of the UK Swing Line
Loans directly to the UK Swing Line Lender.


 






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2.04D            Dutch
Swing Line Facility.


 


(a)            Dutch
Swing Line Facility. Subject to the terms and conditions set forth herein, the Dutch Swing Line Lender, in reliance upon the
agreements of the other Lenders set forth in this Section 2.04D, may in its sole discretion subject to the terms of the
Dutch Autoborrow Agreement make loans (each such loan, a “Dutch Swing Line Loan”) to the Dutch Borrowers in Euro
from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding
the amount of the Dutch Swing Line Sublimit or the Dutch Swing Line Lender’s Swing Line Commitment, notwithstanding the fact
that such Dutch Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving A Loans and
L/C Obligations of the Lender acting as Dutch Swing Line Lender, may exceed the amount of such Lender’s Revolving A
Commitment; provided, however, that (i) after giving effect to any Dutch Swing Line Loan, (A) the Total
Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments and (B) the Revolving A Credit Exposure of any
Revolving A Lender shall not exceed such Revolving A Lender’s Revolving A Commitment, (ii) the Dutch Borrowers shall not
use the proceeds of any Dutch Swing Line Loan to refinance any outstanding Dutch Swing Line Loan and (iii) the Dutch Swing Line
Lender shall not be under any obligation to make any Dutch Swing Line Loan if it shall determine (which determination shall be
conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. For purposes of
determining the Outstanding Amount under the Aggregate Revolving A Commitments at any time there is a Dutch Swing Line Lender, the
Outstanding Amount of all Dutch Swing Line Loans shall be deemed to be the Outstanding Amount of Dutch Swing Line Loans at such time plus
the maximum amount available to be borrowed under the Dutch Swing Line Sublimit. Within the foregoing limits, and subject to the
other terms and conditions hereof, the Dutch Borrowers may borrow under this Section 2.04D, prepay under Section 2.05,
and reborrow under this Section 2.04D. Each Dutch Swing Line Loan shall be an Alternative Currency Daily Rate Loan; provided
however, that if a Dutch Autoborrow Agreement is in effect, the Dutch Swing Line Lender may, at its discretion, provide for an
alternate rate of interest on Dutch Swing Line Loans under the Dutch Autoborrow Agreement (with respect to any Dutch Swing Line
Loans for which the Dutch Swing Line Lender has not requested that the Revolving A Lenders fund Revolving A Loans to refinance, or
to purchase and fund risk participations in, such Dutch Swing Line Loans pursuant to Section 2.04D(c)). Immediately upon
the making of a Dutch Swing Line Loan, each Revolving A Lender shall be deemed to, and hereby irrevocably and unconditionally agrees
to, purchase from the Dutch Swing Line Lender a risk participation in such Dutch Swing Line Loan in an amount equal to the product
of such Revolving A Lender’s Applicable Percentage times the amount of such Dutch Swing Line Loan.


 


(b)            Borrowing
Procedures.


 


(i)            At
any time a Dutch Autoborrow Agreement is not in effect, each Borrowing of Dutch Swing Line Loans shall be made upon the applicable Dutch
Borrower’s irrevocable notice to the Dutch Swing Line Lender and the Administrative Agent, which may be given by (A) telephone
or (B) by a Dutch Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the
Dutch Swing Line Lender and the Administrative Agent of a Dutch Swing Line Loan Notice. Each such Dutch Swing Line Loan Notice must be
received by the Dutch Swing Line Lender and the Administrative Agent not later than 9:30 a.m. (London) time on the requested borrowing
date, and shall specify (A) the amount to be borrowed, which shall be a minimum principal amount of €100,000 and integral multiples
of €100,000 in excess thereof and (B) the requested borrowing date, which shall be a Business Day. Promptly after receipt by
the Dutch Swing Line Lender of any Dutch Swing Line Loan Notice, the Dutch Swing Line Lender will confirm with the Administrative Agent
(by telephone or in writing) that the Administrative Agent has also received such Dutch Swing Line Loan Notice and, if not, the Dutch
Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Subject to the terms and
conditions hereof, the Dutch Swing Line Lender will, on the borrowing date specified in such Dutch Swing Line Loan Notice, make the amount
of its Dutch Swing Line Loan available to the applicable Dutch Borrower.


 






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(ii)            In
order to facilitate the borrowing of Dutch Swing Line Loans, the Dutch Borrowers and the Dutch Swing Line Lender may mutually agree
to, and are hereby authorized to, (A) enter into a Dutch Autoborrow Agreement in form and substance satisfactory to the
Administrative Agent and the Dutch Swing Line Lender providing for the automatic advance by the Dutch Swing Line Lender of Dutch
Swing Line Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein,
which shall be in addition to the conditions set forth herein and/or (B) establish overdraft services linked to the
Borrower’s checking accounts maintained with the Dutch Swing Line Lender (collectively (A) and (B), the “Dutch
Autoborrow Agreement”). At any time a Dutch Autoborrow Agreement is in effect, the requirements for borrowings of Dutch
Swing Line Loans set forth in the immediately preceding paragraph shall not apply, and all Borrowings of Dutch Swing Line Loans
under the Dutch Autoborrow Agreement shall be made in accordance with the Dutch Autoborrow Agreement. For purposes of any borrowing
of Dutch Swing Line Loans pursuant to the Dutch Autoborrow Agreement, all references to the applicable Lender shall be deemed to be
a reference to such Lender in its capacity as Dutch Swing Line Lender hereunder.


 


(c)            Refinancing
of Dutch Swing Line Loans.


 


(i)            The
Dutch Swing Line Lender at any time in its sole discretion may request, on behalf of the Dutch Borrowers (which hereby irrevocably authorizes
the Dutch Swing Line Lender to so request on its behalf), that each Revolving A Lender make a Revolving A Loan denominated in Euro in
an amount equal to such Revolving A Lender’s Applicable Percentage of the amount of Dutch Swing Line Loans then outstanding. Such
request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with
the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount
of Alternative Currency Term Rate Loans, but subject to the unutilized portion of the Aggregate Revolving A Commitments and the conditions
set forth in Section 4.02. The Dutch Swing Line Lender shall furnish the Dutch Borrowers with a copy of the applicable Loan
Notice promptly after delivering such notice to the Administrative Agent. Each Revolving A Lender shall make an amount equal to its Applicable
Percentage of the amount specified in such Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative
Agent may apply Cash Collateral available with respect to the applicable Dutch Swing Line Loan) for the account of the Dutch Swing Line
Lender at the applicable Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Notice,
whereupon, subject to Section 2.04D(c)(ii), each Revolving A Lender that so makes funds available shall be deemed to have
made a Revolving A Loan to the Dutch Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Dutch
Swing Line Lender.


 


(ii)            If
for any reason any Dutch Swing Line Loan cannot be refinanced by such a Borrowing of Revolving A Loans in accordance with Section 2.04D(c)(i),
the request for Revolving A Loans submitted by the Dutch Swing Line Lender as set forth herein shall be deemed to be a request by the
Dutch Swing Line Lender that each of the Revolving A Lenders fund its risk participation in the relevant Dutch Swing Line Loan and each
Revolving A Lender’s payment to the Administrative Agent for the account of the Dutch Swing Line Lender pursuant to Section 2.04D(c)(i) shall
be deemed payment in respect of such participation.


 






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(iii)            If
any Revolving A Lender fails to make available to the Administrative Agent for the account of the Dutch Swing Line Lender any amount
required to be paid by such Revolving A Lender pursuant to the foregoing provisions of this Section 2.04D(c) by the
time specified in Section 2.04D(c)(i), the Dutch Swing Line Lender shall be entitled to recover from such Revolving A Lender
(acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is
required to the date on which such payment is immediately available to the Dutch Swing Line Lender at a rate per annum equal to the applicable
Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Dutch
Swing Line Lender in connection with the foregoing. If such Revolving A Lender pays such amount (with interest and fees as aforesaid),
the amount so paid shall constitute such Revolving A Lender’s Revolving A Loan included in the relevant Borrowing or funded participation
in the relevant Dutch Swing Line Loan, as the case may be. A certificate of the Dutch Swing Line Lender submitted to any Revolving A
Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive
absent manifest error.


 


(iv)            Each
Revolving A Lender’s obligation to make Revolving A Loans or to purchase and fund risk participations in Dutch Swing Line Loans
pursuant to this Section 2.04D(c) shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving A Lender may have against the Dutch
Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default,
or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however,
that each Revolving A Lender’s obligation to make Revolving A Loans pursuant to this Section 2.04D(c) is subject
to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the
obligation of the Dutch Borrowers to repay Dutch Swing Line Loans, together with interest as provided herein.


 


(d)            Repayment
of Participations.


 


(i)            At
any time after any Revolving A Lender has purchased and funded a risk participation in a Dutch Swing Line Loan, if the Dutch Swing Line
Lender receives any payment on account of such Dutch Swing Line Loan, the Dutch Swing Line Lender will distribute to such Revolving A
Lender its Applicable Percentage thereof in the same funds as those received by the Dutch Swing Line Lender.


 






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(ii)            If
any payment received by the Dutch Swing Line Lender in respect of principal or interest on any Dutch Swing Line Loan is required to
be returned by the Dutch Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant
to any settlement entered into by the Dutch Swing Line Lender in its discretion), each Revolving A Lender shall pay to the Dutch
Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the
date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The
Administrative Agent will make such demand upon the request of the Dutch Swing Line Lender. The obligations of the Revolving A
Lenders under this clause shall survive the payment in full of the Obligations and the termination of this
Agreement.


 


(e)            Interest
for Account of Dutch Swing Line Lender. The Dutch Swing Line Lender shall be responsible for invoicing the Dutch Borrowers for interest
on the Dutch Swing Line Loans. Until each Revolving A Lender funds its Revolving A Loans, or risk participation pursuant to this Section 2.04D
to refinance such Revolving A Lender’s Applicable Percentage of any Dutch Swing Line Loan, interest in respect of such Applicable
Percentage shall be solely for the account of the Dutch Swing Line Lender.


 


(f)            Payments
Directly to Dutch Swing Line Lender. The Dutch Borrowers shall make all payments of principal and interest in respect of the Dutch
Swing Line Loans directly to the Dutch Swing Line Lender.


 


2.05            Prepayments.


 


(a)            Voluntary
Prepayments.


 


(i)            Loans
(Other than Swing Line Loans). The Borrowers may, upon delivery of a Notice of Loan Prepayment to the Administrative Agent, at
any time or from time to time voluntarily prepay Loans (other than Swing Line Loans) in whole or in part without premium or penalty; provided that
(A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later
than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Adjusted Term SOFR Loans, (2) four
Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment
of Alternative Currency Loans, (3) one Business Day prior to any date of prepayment of Canadian Prime Rate Loans and
(4) on the date of prepayment of Base Rate Loans or Adjusted Daily Term SOFR Loans; (B) any such prepayment of Adjusted
Term SOFR Loans or Alternative Currency Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in
excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any prepayment of Base Rate Loans,
Canadian Prime Rate Loans or Adjusted Daily Term SOFR Loans shall be in a principal amount of $500,000 or a whole multiple of
$100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding) and (D) any prepayment of a Term
Loan shall be applied as directed by the Company (and in the absence of such direction, to the remaining principal amortization
payments in direct order of maturity). Each such notice shall specify the date, currency and amount of such prepayment and the
Type(s) of Loans to be prepaid and, if Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The
Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s
Applicable Percentage of such prepayment. If such notice is given by a Borrower, the Borrowers shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such notice
specifies that it is conditioned upon the occurrence of another transaction, such notice may be revoked by the Company if such
condition is not satisfied. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together
with any additional amounts required in connection therewith pursuant to Section 3.05. Subject to Section 2.15,
each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable
Percentages.


 






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(ii)            U.S. Swing
Line Loans. At any time the U.S. Autoborrow Agreement is not in effect, the Borrowers may, upon delivery of a Notice of Loan
Prepayment to the U.S. Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily
prepay U.S. Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received
by the U.S. Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any
such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the
entire principal thereof then outstanding). Each such notice shall specify whether such payment is of Base Rate Loans or Adjusted Daily
Term SOFR Loans and the date and amount of such prepayment. If such notice is given by a Borrower, the Borrowers shall make such prepayment
and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such
notice specifies that it is conditioned upon the occurrence of another transaction, such notice may be revoked by the Company if such
condition is not satisfied.


 


(iii)            Canadian
Swing Line Loans. At any time the Canadian Autoborrow Agreement is not in effect, the Borrowers may, upon delivery of a Notice of
Loan Prepayment to the Canadian Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily
prepay Canadian Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received
by the Canadian Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any
such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the
entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is
given by a Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable
on the date specified therein; provided that if such notice specifies that it is conditioned upon the occurrence of another transaction,
such notice may be revoked by the Company if such condition is not satisfied.


 


(iv)            UK
Swing Line Loans. At any time the UK Autoborrow Agreement is not in effect, the Borrowers may, upon delivery of a Notice of Loan
Prepayment to the UK Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily
prepay UK Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be
received by the UK Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (London time) on the date of the
prepayment, and (B) any such prepayment shall be in a minimum principal amount of £100,000 or a whole multiple of
 £100,000 in excess thereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the
date and amount of such prepayment. If such notice is given by a Borrower, the Borrowers shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified therein; provided that if such notice
specifies that it is conditioned upon the occurrence of another transaction, such notice may be revoked by the Company if such
condition is not satisfied.


 






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(v)            Dutch
Swing Line Loans. At any time the Dutch Autoborrow Agreement is not in effect, the Borrowers may, upon delivery of a Notice of Loan
Prepayment to the Dutch Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay
Dutch Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by
the Dutch Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (London time) on the date of the prepayment, and
(B) any such prepayment shall be in a minimum principal amount of €100,000 or a whole multiple of €100,000 in excess thereof
(or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment.
If such notice is given by a Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein; provided that if such notice specifies that it is conditioned upon the occurrence
of another transaction, such notice may be revoked by the Company if such condition is not satisfied.


 


(b)            Mandatory
Prepayments.


 


(i)            Revolving
A Commitments, Revolving B Commitments and Revolving C Commitments.


 


(A)            If
the Administrative Agent notifies the Borrowers that the Total Revolving A Outstandings at any time exceed the Aggregate Revolving A
Commitments then in effect, the Borrowers shall promptly (and in any event with in one Business Day after receipt of such notice) prepay
Revolving A Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess;
provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this
Section 2.05(b)(i) unless after the prepayment in full of the Revolving A Loans and Swing Line Loans the Total Revolving
A Outstandings exceed the Aggregate Revolving A Commitments then in effect.


 


(B)            If
the Administrative Agent notifies the Borrowers that the Total Revolving B Outstandings at any time exceed the Aggregate Revolving B
Commitments then in effect, the Borrowers shall promptly (and in any event with in one Business Day after receipt of such notice)prepay
Revolving B Loans in an aggregate amount equal to such excess.


 






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(C)            If
the Administrative Agent notifies the Borrowers that the Total Revolving C Outstandings at any time exceed the Aggregate Revolving C
Commitments then in effect, the Borrowers shall promptly (and in any event with in one Business Day after receipt of such notice)prepay
Revolving C Loans in an aggregate amount equal to such excess.


 


(D)            If
the Administrative Agent notifies the Borrowers at any time that the Outstanding Amount of all Revolving A Loans denominated in Alternative
Currencies (other than Canadian Dollars) at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect,
then, within two Business Days after receipt of such notice, the Borrowers shall prepay Revolving A Loans in an aggregate amount sufficient
to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then
in effect.


 


(ii)            Dispositions
and Recovery Events. Subject to clause (vi) below, if the Consolidated Leverage Ratio as of the end of the most
recently ended fiscal quarter for which financial statements of the Company are available is greater than 3.25 to 1.00 at the time
that any Net Cash Proceeds are received by any Loan Party or any Subsidiary in respect of any Disposition (other than any Permitted
Transfers or any Specified Property Sale) or Recovery Event, the Borrowers shall, within three (3) Business Days after such Net
Cash Proceeds are so received, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereafter provided in an aggregate
amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from such Disposition (other than
Permitted Transfers or any Specified Property Sale) or Recovery Event; provided that, the Company or any Subsidiary may cause
the Net Cash Proceeds from such event (or a portion thereof) to be invested within 365 days after receipt by the Company or any
Subsidiary of such Net Cash Proceeds in the business of the Company and its Subsidiaries (including to consummate any Acquisition
permitted hereunder but excluding investments in current assets), in which case no prepayment shall be required pursuant to this
subsection in respect of the Net Cash Proceeds from such event (or such portion of such Net Cash Proceeds so invested) except
to the extent of any such Net Cash Proceeds that have not been so invested by the end of such 365-day period (or within a period of
180 days thereafter if by the end of such initial 365-day period the Company or one or more Subsidiaries shall have entered into an
agreement or binding commitment to invest such Net Cash Proceeds or portion thereof), at which time a prepayment shall be required
in an amount equal to the Net Cash Proceeds that have not been so invested; provided further, that notwithstanding the
foregoing, (A) no prepayment shall be required to the extent the aggregate amount of such Net Cash Proceeds received by any
Loan Party or any Subsidiary with respect to such event does not exceed $30,000,000 and (B) the Borrowers may use a portion of
such Net Cash Proceeds to prepay, redeem or repurchase any Indebtedness that ranks pari passu in right of payment priority with the
Obligations and is secured by the Collateral on a pari passu basis with the Loans to the extent such Indebtedness and the Liens
securing the same are permitted hereunder and the documentation governing such Indebtedness requires such a prepayment or repurchase
thereof with the proceeds of such Disposition or Recovery Event, in each case in an amount not to exceed the product of (x) the
amount of such Net Cash Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such
Indebtedness and the denominator of which is the aggregate outstanding principal amount of the Loans, L/C Obligations and such
Indebtedness.


 






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(iii)            Debt
Issuances. Subject to clause (vi) below, no later than one (1) Business Day after receipt by any Loan Party
or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, the Borrowers shall prepay the Loans and/or Cash Collateralize the L/C
Obligations as hereafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds.


 


(iv)            Application
of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows:


 


(A)            with
respect to all amounts prepaid pursuant to Section 2.05(b)(i)(A), first, ratably to the L/C Borrowings and the Swing
Line Loans (without any reduction in related Commitments), second, to the outstanding Revolving A Loans (without any reduction
in related Commitments), and, third, to Cash Collateralize the remaining L/C Obligations;


 


(B)            with
respect to all amounts prepaid pursuant to Section 2.05(b)(i)(B), to the outstanding Revolving B Loans (without any reduction
in related Commitments);


 


(C)            with
respect to all amounts prepaid pursuant to Section 2.05(b)(i)(C), to the outstanding Revolving C Loans (without any reduction
in related Commitments);


 


(D)            with
respect to all amounts prepaid pursuant to Section 2.05(b)(i)(D), to the outstanding Revolving A Loans (without any reduction
in related Commitments); and


 


(E)            with
respect to all amounts prepaid pursuant to Sections 2.05(b)(ii) and (iii), first to the Term Loans (ratably to
the remaining principal amortization payments), second, ratably to the L/C Borrowings and the Swing Line Loans (without any reduction
in related Commitments), third, ratably to the outstanding Revolving Loans (without any reduction in related Commitments), and,
fourth, to Cash Collateralize the remaining L/C Obligations.


 


Within the parameters of
the applications set forth above, prepayments shall be applied first to Base Rate Loans, Canadian Prime Rate Loans and Alternative Currency
Daily Rate Loans, then to Adjusted Daily Term SOFR Loans and Adjusted Term SOFR Loans and lastly to Alternative Currency Term Rate Loans
in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05,
but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.


 






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(v)            Limitation
of Prepayment Obligations. Notwithstanding any other provisions of this Section 2.05(b), (i) to the extent that
any or all of the Net Cash Proceeds of any Asset Sale by an International Subsidiary (other than a Canadian Subsidiary) (each such
Asset Sale an “International Asset Sale”) or the Net Cash Proceeds of any Recovery Event incurred by an
International Subsidiary (other than a Canadian Subsidiary) (each such Recovery Event an “International Recovery
Event”) are prohibited or delayed by applicable local Law (including financial assistance and corporate benefit
restrictions and fiduciary and statutory duties of the relevant directors) from being repatriated to the Borrowers to repay the
Obligations pursuant to Section 2.05(b)(ii), the portion of such Net Cash Proceeds so affected will not be required to
be applied to repay the Obligations at the time provided in Section 2.05(b)(ii), but may be retained by the applicable
International Subsidiary so long, but only so long, as the applicable local Law will not permit repatriation to the Borrowers (the
Borrowers hereby agreeing to use, and cause their Subsidiaries to use, commercially reasonable efforts to overcome or eliminate any
such restrictions on repatriation and/or minimize any such costs of prepayment and/or use the other cash and Cash Equivalents of the
Company and its Subsidiaries that are not affected by such restrictions to make the relevant prepayment), and if and when the
repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local Law, such repatriation will be
immediately effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than two Business Days
after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof and additional costs
relating to such repatriation) to the repayment of the Obligations pursuant to this Section 2.05 or (ii) to the
extent that the Company has reasonably determined in good faith that repatriation to the Borrowers to repay the Obligations pursuant
to Section 2.05(b)(ii) of any of or all the Net Cash Proceeds of any International Asset Sale or Net Cash Proceeds
of any International Recovery Event attributable to International Subsidiaries (other than Canadian Subsidiaries) would have
material adverse tax consequences with respect to such Net Cash Proceeds, such Net Cash Proceeds so affected will not be required to
be applied to repay such Obligations at the time provided in Section 2.05(b)(ii), but may be retained by the applicable
International Subsidiary so long, but only so long, as the applicable adverse tax consequences with respect to such Net Cash
Proceeds remain (the Borrowers hereby agreeing to use commercially reasonable efforts to overcome or eliminate any adverse tax
consequences and/or use the other cash and Cash Equivalents of the Company and its Subsidiaries that are not affected by such
adverse tax consequences to make the relevant prepayment), and if and when the repatriation of any of such affected Net Cash
Proceeds would no longer have materially adverse tax consequences, such repatriation will be immediately effected and such
repatriated Net Cash Proceeds will be promptly (and in any event not later than two Business Days after such repatriation) applied
(net of additional taxes payable or reserved against as a result thereof and additional costs relating to such repatriation) to the
repayment of the Obligations pursuant to this Section 2.05.


 






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(vi)            Notwithstanding
anything to the contrary herein or in any other Loan Document, to the extent the Senior Secured Bridge Facility has been incurred on
the Sixth Amendment Closing Date and remains outstanding , any amounts required to be paid pursuant to this Section 2.05(b),
may, in each case, be applied to first prepay the Senior Secured Bridge Facility until the Senior Secured Bridge Facility has been paid
in full.


 


2.06            Termination
or Reduction of Commitments.


 


(a)            Optional
Reductions. The Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving A Commitments, the
Aggregate Revolving B Commitments, the Aggregate Revolving C Commitments, the Delayed-Draw Term Loan Commitments or New Term A Loan
Commitments, or from time to time permanently reduce the Aggregate Revolving A Commitments, the Aggregate Revolving B Commitments,
the Aggregate Revolving C Commitments, the Delayed-Draw Term Loan Commitments or New Term A Loan Commitments; provided that
(i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to
the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any
whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving A
Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would
exceed the Aggregate Revolving A Commitments, (iv) the Company shall not terminate or reduce the Aggregate Revolving B
Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would
exceed the Aggregate Revolving B Commitments, (v) the Company shall not terminate or reduce the Aggregate Revolving C
Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving C Outstandings would
exceed the Aggregate Revolving C Commitments, and (vi) if, after giving effect to any reduction of the Aggregate Revolving A
Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit exceeds the amount of the
Aggregate Revolving A Commitments, such sublimit shall be automatically reduced by the amount of such excess. The Administrative
Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving A Commitments, the
Aggregate Revolving B Commitments, the Aggregate Revolving C Commitments, the Delayed-Draw Term Loan Commitments or New Term A Loan
Commitments. Any reduction of the Aggregate Revolving A Commitments, the Aggregate Revolving B Commitments, the Aggregate Revolving
C Commitments, the Delayed-Draw Term Loan Commitments or New Term A Loan Commitments, as applicable, shall be applied to the
Revolving A Commitment of each Revolving A Lender, the Revolving B Commitment of each Revolving B Lender, the Revolving C Commitment
of each Revolving C Lender, the Delayed-Draw Term Loan Commitments or New Term A Loan Commitments, as applicable, in each case
according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving A
Commitments, the Aggregate Revolving B Commitments, the Aggregate Revolving C Commitments or the Delayed-Draw Term Loan Commitments
shall be paid on the effective date of such termination. Notwithstanding anything herein to the contrary, if such reduction or
termination notice specifies that it is conditioned upon the occurrence of another transaction, such notice may be revoked by the
Company if such condition is not satisfied.


 






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(b)            Mandatory
Reductions.


 


(i)            All
Delayed-Draw Term Loan Commitments shall automatically terminate at the end of the Availability Period applicable thereto. In addition,
the Delayed-Draw Term Loan Commitments will be permanently reduced by the amount of each Borrowing of a Delayed-Draw Term Loan upon such
Borrowing.


 


(ii)            All
New Term A Loan Commitments shall automatically terminate on the earlier of (x) the end of the Availability Period applicable thereto
and (y) the funding of the New Term A Loans on the Sixth Amendment Closing Date.


 


2.07            Repayment
of Loans.


 


(a)            Revolving
A Loans. The Borrowers shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Revolving A Loans outstanding
on such date.


 


(b)            Revolving
B Loans. The Borrowers shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Revolving B Loans outstanding
on such date.


 


(c)            Revolving
C Loans. The Borrowers shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Revolving C Loans outstanding
on such date.


 


(d)            Swing
Line Loans. At any time an Autoborrow Agreement is in effect with respect to such Swing Line Loans, the Swing Line Loans shall be
repaid in accordance with the terms of such Autoborrow Agreement. At any time no Autoborrow Agreement is in effect with respect to such
Swing Line Loans, the Borrowers shall repay each Swing Line Loan on the earlier to occur of (i) the date fifteen (15) Business Days
after such Swing Line Loan is made and (ii) the Maturity Date.


 


(e)            Delayed-Draw
Term Loans. Each Borrower of Delayed-Draw Term Loans shall repay the outstanding principal amount of its Delayed-Draw Term Loans
in the currency in which it was originally funded, in installments payable on the last day of each calendar quarter (i.e.
March 31, June 30, September 30 and December 31), commencing on the first full calendar quarter to occur after
the earlier of (i) the date that the Delayed-Draw Term Loan Commitments have been reduced to zero and (ii) the expiration
day of the Availability Period for the Delayed-Draw Term Loan Commitments (the “DDTL Termination
Date”), with each such installment being equal to 1.25% of the principal amount of the applicable Delayed-Draw Term Loan
outstanding on the DDTL Termination Date, in each case, as such installments may be adjusted as a result of prepayments made
pursuant to Section 2.05, unless accelerated sooner pursuant to Section 8.02; provided, that, to the
extent not previously paid, the aggregate unpaid principal balance of the Delayed-Draw Term Loans shall be due and payable on the
Maturity Date.


 






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(f)            New
Term A Loans. Each Borrower of New Term A Loans shall repay the outstanding principal amount of its New Term A Loans in the currency
in which it was originally funded, in installments payable on the last day of each calendar quarter (i.e. March 31, June 30,
September 30 and December 31), commencing on the first full calendar quarter to occur after the Sixth Amendment Closing Date,
with each such installment being equal to 1.25% of the principal amount of the New Term A Loan outstanding, as such installments may
be adjusted as a result of prepayments made pursuant to Section 2.05, unless accelerated sooner pursuant to Section 8.02;
provided, that, to the extent not previously paid, the aggregate unpaid principal balance of the New Term A Loans shall be due
and payable on the Maturity Date.


 


2.08            Interest.


 


(a)            Subject
to the provisions of subsection (b) below, (i) each Adjusted Term SOFR Loan shall bear interest on the
outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of Adjusted Term SOFR for such
Interest Period plus the Applicable Rate applicable to such Loan; (ii) each Adjusted Daily Term SOFR Loan shall bear
interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of
Adjusted Daily Term SOFR plus the Applicable Rate applicable to such Loan, (iii) each Base Rate Loan shall bear interest
on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of the Base Rate plus
the Applicable Rate applicable to such Loan; (iv) each Canadian Prime Rate Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum equal to the Canadian Prime Rate plus the
Applicable Rate; (v) each Alternative Currency Daily Rate Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the sum of the Alternative Currency Daily Rate plus the
Applicable Rate applicable to such Loan; (vi) each Alternative Currency Term Rate Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to the sum of the Alternative Currency Term Rate for
such Interest Period plus the Applicable Rate applicable to such Loan; (vii) each U.S. Swing Line Loan shall bear
interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of the
Base Rate plus the Applicable Rate applicable to such Loan (or with respect to any U.S. Swing Line Loan advanced
pursuant to a U.S. Autoborrow Agreement, such other rate as separately agreed in writing between the U.S. Borrowers and
the U.S. Swing Line Lender); (viii) each Canadian Swing Line Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum equal to the sum of the Canadian Prime Rate plus the
Applicable Rate applicable to such Loan (or with respect to any Canadian Swing Line Loan advanced pursuant to a Canadian Autoborrow
Agreement, such other rate as separately agreed in writing between the Canadian Borrowers and the Canadian Swing Line Lender);
(ix) each UK Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date
at a rate per annum equal to the sum of the Alternative Currency Daily Rate plus the Applicable Rate applicable to such Loan
(or with respect to any UK Swing Line Loan advanced pursuant to a UK Autoborrow Agreement, such other rate as separately agreed in
writing between the UK Borrowers and the UK Swing Line Lender); and (x) each Dutch Swing Line Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of the Alternative
Currency Daily Rate plus the Applicable Rate applicable to such Loan (or with respect to any Dutch Swing Line Loan advanced
pursuant to a Dutch Autoborrow Agreement, such other rate as separately agreed in writing between the Dutch Borrowers and the Dutch
Swing Line Lender).


 






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(b)     (i)     If
any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity,
by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal
to the Default Rate to the fullest extent permitted by applicable Laws.


 


(ii)            If
any amount (other than principal of any Loan) payable by a Borrower under any Loan Document is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such
amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest
extent permitted by applicable Laws.


 


(iii)            Accrued
and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.


 


(c)            Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified
herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.


 


(d)            For
the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of
a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation,
such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual
number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle
of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest
stipulated herein are intended to be nominal rates and not effective rates or yields. Each Loan Party hereby irrevocably agrees not
to plead or assert, whether by way of defense or otherwise, in any proceeding relating to this Agreement and the other Loan
Documents, that the interest payable under this Agreement and the calculation thereof has not been adequately disclosed to
it, whether pursuant to section 4 of the Interest Act (Canada) or any other applicable law or legal principle.


 






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2.09         Fees.


 


In addition to certain fees
described in subsections (h) and (i) of Section 2.03:


 


(a)            Commitment
Fees and Undrawn Fee.


 


(i)            The
Company shall pay to the Administrative Agent, for the account of the Revolving A Lenders in accordance with their respective Applicable
Percentages, a commitment fee in Dollars equal to the product of (A) the Applicable Rate times (B) the actual daily
amount by which the Aggregate Revolving A Commitments exceed the sum of (y) the Outstanding Amount of Revolving A Loans and (z) the
Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the
Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving A Commitments for
purposes of determining this commitment fee. This commitment fee shall accrue at all times during the Availability Period, including
at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in
arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after
the Closing Date, and on the last day of the Availability Period. This commitment fee shall be calculated quarterly in arrears, and if
there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. When determining the Outstanding
Amount of Letters of Credit for Letters of Credit issued by Lenders other than Bank of America for purposes of calculating the commitment
fee, the Administrative Agent shall make such determinations using the information provided in Section 2.03(m)(iv) and
any related Letter of Credit activity that posts subsequent to the date of such information but prior to the end of the calendar quarter
shall reflected in adjustments to the commitment fee for the next billing cycle.


 


(ii)            The
Company shall pay to the Administrative Agent, for the account of the Revolving B Lenders in accordance with their respective
Applicable Percentage, a commitment fee in Dollars equal to the product of (A) the Applicable Rate times (B) the
actual daily amount by which the Aggregate Revolving B Commitments exceed the Outstanding Amount of Revolving B Loans, subject to
adjustment as provided in Section 2.15. This commitment fee shall accrue at all times during the Availability Period,
including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date
to occur after the Closing Date, and on the last day of the Availability Period. This commitment fee shall be calculated quarterly
in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied
by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.


 






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(iii)            The
Company shall pay to the Administrative Agent, for the account of the Revolving C Lenders in accordance with their respective Applicable
Percentage, a commitment fee in Dollars equal to the product of (A) the Applicable Rate times (B) the actual daily amount
by which the Aggregate Revolving C Commitments exceed the Outstanding Amount of Revolving C Loans, subject to adjustment as provided
in Section 2.15. This commitment fee shall accrue at all times during the Availability Period, including at any time during
which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and
on the last day of the Availability Period. This commitment fee shall be calculated quarterly in arrears, and if there is any change
in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately
for each period during such quarter that such Applicable Rate was in effect.


 


(iv)            The
Company shall pay to the Administrative Agent, for the account of each Term Lender with a Delayed-Draw Term Loan Commitment in accordance
with its Applicable Percentage, a commitment fee in Dollars equal to the product of (A) the Applicable Rate times (B) the
actual daily amount of its Delayed-Draw Term Loan Commitment, subject to adjustment as provided in Section 2.15. This commitment
fee shall accrue at all times prior to the termination of the Delayed-Draw Term Loan Commitments, including at any time during which
one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business
Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date. This commitment
fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily
amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable
Rate was in effect.


 


(v)            The
Company shall pay to the Administrative Agent, for the account of each New Term A Loan Lender with a New Term A Commitment, an undrawn
fee in Dollars equal to the product of (A) 0.35% and (B) the actual daily unused amount of its New Term A Loan Commitment.
The undrawn fee shall accrue commencing on the date that is forty-five (45) days after the Sixth Amendment Effective Date and shall be
payable upon the termination of the New Term A Loan Commitments pursuant to the provisions in this Agreement.


 


(b)            Other
Fees.


 


(i)            The
Company shall pay to BofA Securities and the Administrative Agent for their own respective accounts, in Dollars, fees in the amounts
and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason
whatsoever.


 






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(ii)            The
Company shall pay to the Lenders, in Dollars, such fees as shall have been separately agreed upon in writing in the amounts and at the
times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.


 


2.10         Computation
of Interest and Fees; Retroactive Adjustments of Applicable Rate.


 


(a)            Subject
to Section 2.08(d), all computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to
Adjusted Term SOFR), Canadian Prime Rate Loans and for Alternative Currency Loans shall be made on the basis of a year of 365 or 366
days, as the case may be, and actual days elapsed, or, in the case of interest in respect of Alternative Currency Loans as to which market
practice differs from the foregoing, in accordance with such market practice. All other computations of fees and interest shall be made
on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed
on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies as to which market
practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which
the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided
that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for
one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all
purposes, absent manifest error.


 


(b)            If,
as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company
or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Company as of any applicable date was inaccurate
and (ii) a proper calculation of the Consolidated 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 or the
L/C Issuer, as the case may be, 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 a Borrower under the Bankruptcy Code of the United States, automatically and without further action
by the Administrative Agent, any Lender or the L/C Issuer), 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 L/C Issuer, as the case may be, under this Agreement. The Borrowers’ obligations
under this paragraph shall survive for one year following the termination of the Commitments and the repayment of all other Obligations
hereunder.


 






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2.11         Evidence
of Debt.


 


(a)            The
Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive
absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon.
Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder
to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by
any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers
shall execute and deliver to such Lender (through the Administrative Agent) a promissory note, which shall evidence such Lender’s
Loans in addition to such accounts or records. Each such promissory note shall be in the form of Exhibit 2.11(a) (a
 “Note”). Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount,
currency and maturity of its Loans and payments with respect thereto.


 


(b)            In
addition to the accounts and records referred to in subsection (a) above, each Lender and the Administrative Agent shall
maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations
in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative
Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall
control in the absence of manifest error.


 


2.12            Payments
Generally; Administrative Agent’s Clawback.


 


(a)            General.
All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim,
defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on
Loans denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for
the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in
Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided
herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative
Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the
applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time
specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the
Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, a
Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make
such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly
distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as
received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (i) after
2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the
case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any
applicable interest or fee shall continue to accrue. If any payment to be made by a Borrower shall come due on a day other than a
Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing
interest or fees, as the case may be.


 






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(b)     (i)     Funding
by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to
the proposed date of any Borrowing of Adjusted Term SOFR Loans or Alternative Currency Loans (or, in the case of any Borrowing of Base
Rate Loans or Adjusted Daily Term SOFR Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available
to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made
such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Adjusted Daily Term
SOFR Loans or Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02)
and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender
has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and such
Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest
thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment
to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative,
processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case
of a payment to be made by such Borrower, the interest rate applicable to Adjusted Daily Term SOFR Loans, or in the case of Alternative
Currencies, in accordance with such market practice, in each case, as applicable. If a Borrower and such Lender shall pay such interest
to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the
amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative
Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by a Borrower shall
be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative
Agent.


 


(ii)            Payments
by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower
prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder
that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may
be, the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer
hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any
of the following applies (such payment referred to as the “Rescindable Amount”): (1) a Borrower has not in
fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by a Borrower (whether
or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the
Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the
Rescindable Amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the
Overnight Rate.


 






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


 


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


 


(d)            Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing
Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to
make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder
shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).


 


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


 


2.13            Sharing
of Payments by Lenders.


 


If any Lender shall, by
exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the
Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s
receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than
its pro rata share thereof as provided herein, 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 subparticipations
in L/C Obligations and Swing Line Loans 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:


 






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(i)            if
any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such
participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest;
and


 


(ii)            the
provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of a Borrower pursuant to
and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting
Lender), (B) the application of Cash Collateral provided for in Section 2.14, or (C) any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations
or Swing Line Loans to any assignee or participant, other than an assignment to any Loan Party or any Subsidiary (as to which the provisions
of this Section shall apply).


 


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 such Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.


 


2.14            Cash
Collateral.


 


(a)            Certain
Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and
such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason
remains outstanding, (iii) the Company shall be required to provide Cash Collateral pursuant to Section 8.02(c) or
(iv) there shall exist a Defaulting Lender, the Company shall immediately (in the case of clause (iii) above) or
within one Business Day (in all other cases) following any request by the Administrative Agent or the L/C Issuer provide Cash Collateral
in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above,
after giving effect to Section 2.15(b) and any Cash Collateral provided by the Defaulting Lender). Additionally, if
the Administrative Agent notifies the Company at any time that the Outstanding Amount of all L/C Obligations at such time exceeds 103%
of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company shall provide
Cash Collateral for the Outstanding Amount of the L/C Obligations in an amount not less than the amount by which the Outstanding Amount
of all L/C Obligations exceeds the Letter of Credit Sublimit.


 






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(b)            Grant
of Security Interest. The Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to
(and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders,
and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other
property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which
such Cash Collateral may be applied pursuant to Section 2.14(c). If at any time the Administrative Agent determines and notifies
the Company in writing that Cash Collateral is subject to any Lien in favor of any Person other than the Administrative Agent, the L/C
Issuer or the Lenders as herein provided (other than Liens permitted under Section 7.01(a) or Section 7.01(m)),
or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Company will, promptly upon demand by
the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate
such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked,
non-interest bearing deposit accounts at Bank of America. The Company shall pay on demand therefor from time to time all customary account
opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.


 


(c)            Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14
or Sections 2.03, 2.05, 2.15 or 8.02 in respect of Letters of Credit shall be held and applied to
the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided
by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided,
prior to any other application of such property as may otherwise be provided for herein.


 


(d)            Release.
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released
promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by
the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi)))
or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided,
however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall
be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents,
and (y) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead
held to support future anticipated Fronting Exposure or other obligations.


 


2.15            Defaulting
Lenders.


 


(a)            Adjustments.
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time
as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:


 


(i)            Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this
Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01.


 






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(ii)            Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or
received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or
times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such
Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by
such Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s
Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as the Company
may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund
its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the
Administrative Agent and the Company, to be held in a deposit account and released pro rata in order to (x) satisfy such
Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash
Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters
of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts
owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained
by any Lender, the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to
the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting
Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such
Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a
payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its
appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set
forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C
Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C
Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations
and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(b).
Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by
a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and
redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 






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(iii)            Certain
Fees.


 


(A)            No
Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that
Lender is a Defaulting Lender (and the Company shall not be required to pay any such fee that otherwise would have been required to have
been paid to that Defaulting Lender).


 


(B)            Each
Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only
to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral
pursuant to Section 2.14.


 


(C)            With
respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the
Company shall (x) pay to each Revolving A Lender that is a Non-Defaulting Lender that portion of any such fee otherwise payable
to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to
such Non-Defaulting Lender pursuant to clause (b) below, (y) pay to the L/C Issuer the amount of any such fee otherwise
payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and
(z) not be required to pay the remaining amount of any such fee.


 


(b)            Reallocation
of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations
and Swing Line Loans shall be reallocated among the Revolving A Lenders that are Non-Defaulting Lenders in accordance with their respective
Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation
does not cause the aggregate Revolving A Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving
A Commitment. Subject to Section 11.20, no reallocation hereunder shall constitute a waiver or release of any claim of any
party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting
Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 


(c)            Cash
Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (b) above cannot, or can only
partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under applicable Law,
(x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second,
Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.14.


 






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(d)            Defaulting
Lender Cure. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender is
no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified
in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral),
that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other
actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters
of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without
giving effect to Section 2.15(b)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments
will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting
Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change
hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that
Lender’s having been a Defaulting Lender.


 


2.16            Term
B Loans; Incremental Facility Loans.


 


(a)            Term
B Loans. Subject to the terms and conditions set forth herein, the Company shall have the right,


 


(i)            to
add a term loan tranche hereunder in the form of a Term B Loan Facility (the Loans incurred thereunder, the “Term B Loans”);
provided that, the Term B Loans shall:


 


(A)            not
be available for funding prior to, and such funding will be available only subject to the concurrent occurrence of, the Sixth Amendment
Closing Date (unless such Term B Loans have been funded into escrow to fund the IAA Acquisition Transactions and remain in escrow pursuant
to arrangements reasonably satisfactory to the Company, BofA Securities, Royal Bank of Canada, Goldman Sachs Bank USA and the Administrative
Agent),


 


(B)            rank
pari passu in right of payment and lien security priority with the other Term Loans hereunder,


 


(C)            be
incurred by the Term B Borrower and shall be secured by the same Collateral and guaranteed by the same Guarantors as the other Term Loans
hereunder,


 


(D)            have
a maturity date that is no earlier than the date that is 91 days after the Maturity Date,


 


(E)            amortize
no more than the amortization amount of the New Term A Loans per annum,


 






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(F)            share
ratably with respect to any mandatory prepayments of the New Term A Loans (other than mandatory prepayments resulting from a refinancing
of any Indebtedness which may be applied exclusively to the Indebtedness being refinanced); provided that, to the extent the Term
B Loans are subject to additional mandatory prepayments, including mandatory prepayments with the proceeds of “excess cash flow”,
the New Term A Loans shall share on a pro rata basis with respect to any such additional mandatory prepayments of the Term B Loans, and


 


(G)            to
the extent not covered above, otherwise be on terms reasonably satisfactory to the Company, BofA Securities, Royal Bank of Canada, Goldman
Sachs Bank USA and the lenders providing such Term B Loans; provided that, to the extent such Term B Loans are on terms more favorable
to the lenders providing such Term B Loans (other than interest rate, interest rate margins, fees, discount, prepayment premium, amortization
and maturity date) than the terms otherwise applicable to the New Term A Loans and, if applicable, the Revolving A Loans, Revolving B
Loans and Revolving C Loans, such favorable terms shall be added and apply to the New Term A Loans and, if applicable, to the Revolving
A Loans, Revolving B Loans and Revolving C Loans;


 


(b)            Incremental
Facility Loans. Subject to the terms and conditions set forth herein, the Company shall have the right, from time to time after the
Sixth Amendment Closing Date, and upon at least five Business Days’ prior written notice to the Administrative Agent (an “Incremental
Request”), to request to add one or more additional tranches of term loans (“Incremental Term Loans”; and
any credit facility for providing for any Incremental Term Loans being referred to as an “Incremental Term Facility”)
and/or increase the Aggregate Revolving A Commitments, the Aggregate Revolving B Commitments or the Aggregate Revolving C Commitments
(the “Incremental Revolving Commitments”; and revolving loans made thereunder the “Incremental Revolving
Loans”; the Incremental Revolving Loans, together with the Incremental Term Loans are referred to herein as the “Incremental
Facility Loans”) subject, however, in any such case, to satisfaction of the following conditions precedent:


 


(i)            the
aggregate amount of all Incremental Revolving Commitments and Incremental Term Loans effected pursuant to this Section 2.16(b) shall
not exceed the Incremental Amount;


 


(ii)            on
the date on which any Incremental Facility Amendment is to become effective, both immediately prior to and immediately after giving effect
to the incurrence of such Incremental Facility Loans and any related transactions, no Default shall have occurred and be continuing;


 


(iii)            on
the date on which any Incremental Facility Amendment is to become effective, after giving effect to the incurrence of such
Incremental Facility Loans to be made on such date and any related transactions, on a Pro Forma Basis, the Loan Parties shall be in
compliance with the financial covenants set forth in Section 7.11;


 






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(iv)            the
representations and warranties set forth in Article V shall be true and correct in all material respects (or if such representation
and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) on and as of the date on which such
Incremental Facility Amendment is to become effective, except to the extent that such representations and warranties specifically refer
to an earlier date, in which case they shall be true and correct in all material respects (or if such representation and warranty is
qualified by materiality or Material Adverse Effect, it shall be true and correct) as of such earlier date;


 


(v)            such
Incremental Facility Loans shall be in a minimum amount of $25,000,000 and in integral multiples of $5,000,000 in excess thereof (or
such lesser amounts as agreed by the Administrative Agent);


 


(vi)            any
Incremental Revolving Commitments shall be made on the same terms and provisions (other than upfront fees) as apply to the existing Revolving
A Commitments, Revolving B Commitments or Revolving C Commitments, as applicable, including with respect to maturity date, interest rate
and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing revolving credit facility
set forth in Section 2.01(a), 2.01(b) or 2.01(c), as applicable;


 


(vii)            any
Incremental Term Loans shall: (A) rank pari passu in right of payment priority with the other Term Loans hereunder, (B) share
ratably with the other Loans in rights in the Collateral (if applicable) and the Guaranty, (C) have a maturity date that is no earlier
than the Maturity Date, (D) have a Weighted Average Life to Maturity that is no shorter than the Weighted Average Life to Maturity
of the Delayed-Draw Term Loans and New Term A Loans (it being understood that, subject to the foregoing, the amortization schedule applicable
to such Incremental Term Loans shall be determined by the Company and the Lenders of such Incremental Term Loans) and (E) otherwise
be on terms reasonably satisfactory to the Administrative Agent, provided that, such terms and documentation relating to such
Incremental Term Loans shall be on terms not materially more onerous, taken as a whole, to the Company and its Subsidiaries than the
existing Term Loans (except to the extent permitted above or below with respect to the maturity date, amortization and interest rate
and other than terms which are applicable only after the Maturity Date);


 


(viii)            in
the case of any Incremental Term Loans that are “term loan A” Incremental Term Loans, such Incremental Term Loans shall
not have an All-In Yield that is greater than the All-In Yield payable pursuant to the terms of this Agreement (as amended through
the date of such calculation) with respect to the Delayed-Draw Term Loans and New Term A Loans plus 50 basis points per
annum, unless the interest rate with respect to the Delayed-Draw Term Loans and New Term A Loans shall be increased (pursuant to the
applicable Incremental Facility Amendment) so as to cause the then applicable All-In Yield under this Agreement on the
Delayed-Draw Term Loans and New Term A Loans to equal the All-In Yield then applicable to such Incremental Term Loans minus
50 basis points per annum;


 






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(ix)            in
the case of any Incremental Facility Loans, the Administrative Agent shall have received additional commitments in a corresponding amount
of such requested Incremental Facility Loans from either existing Lenders and/or one or more other institutions that qualify as Eligible
Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment); and


 


(x)            the
Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions
of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such
Incremental Facility Loans and the validity of such Incremental Facility Loans, and any other matters relevant thereto, all in form and
substance reasonably satisfactory to the Administrative Agent.


 


(c)            Each
Incremental Term Facility, any Incremental Revolving Commitments or any Term B Loan Facility shall be evidenced by an amendment (an “Incremental
Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.16 (and
subject to the limitations set forth in the immediately preceding paragraphs), executed by the Loan Parties, the Administrative Agent
and each Lender providing a portion of the Incremental Term Facility, Incremental Revolving Commitments and/or Term B Loan Facility,
as applicable; which such amendment, when so executed, shall amend this Agreement as provided therein. Each Incremental Facility Amendment
shall also require such amendments to the Loan Documents, and such other new Loan Documents, as the Administrative Agent reasonably deems
necessary or appropriate to effect the modifications and credit extensions permitted by this Section 2.16. Neither any Incremental
Facility Amendment, nor any such amendments to the other Loan Documents or such other new Loan Documents, shall be required to be executed
or approved by any Lender, other than the Lenders providing such Incremental Term Loans, Incremental Revolving Commitments, and/or
Term Loan B Loans as applicable, and the Administrative Agent, in order to be effective. The effectiveness of any Incremental Facility
Amendment relating to any Incremental Term Facility or any Incremental Revolving Commitments shall be subject to the satisfaction on
the date thereof of each of the conditions set forth above and as such other conditions as requested by the Lenders under the Incremental
Facility established in connection therewith. The conditions under any Incremental Facility Amendment relating to the borrowing of any
Term B Facility to fund the IAA Acquisition shall be subject only to the satisfaction or waiver on Sixth Amendment Closing Date of the
conditions set forth in Section 4 of the Sixth Amendment (or to the extent the Term B Loans have been funded into escrow to fund
the IAA Acquisition Transactions prior to the Sixth Amendment Closing Date, the release of such funds from escrow shall be subject solely
to the satisfaction or waiver of the conditions set forth in Section 4 of the Sixth Amendment).


 






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2.17            Designated
Borrowers.


 


(a)            As
of the Sixth Amendment Closing Date, Ritchie Bros. Holdings Ltd., a Canadian corporation, Ritchie Bros. Properties Ltd., a Canadian corporation,
Ritchie Bros. Auctioneers (Canada) Ltd., a Canadian corporation, Rouse Services Canada Ltd., a Canadian corporation, Ritchie Bros. Auctioneers
(America) Inc., a Washington corporation, Ritchie Bros. Holdings Inc., a Washington corporation, Ritchie Bros. Properties Inc., a Washington
corporation, Ritchie Bros. Holdings B.V., a Netherlands company, Ritchie Bros. B.V., a Netherlands company, Ritchie Bros. Properties
B.V., a Netherlands company, Ritchie Bros. Shared Services B.V., a Netherlands company, Ritchie Bros. Auctioneers Pty. Ltd., an Australian
corporation, Ritchie Bros. Properties Pty. Ltd., an Australian corporation, Ritchie Bros. UK Limited, an English limited company, Ritchie
Bros. UK Holdings Limited, an English limited company, Ritchie Bros. Properties Japan K.K., a Japanese corporation and Ritchie Bros.
Auctioneers (Japan) Kabushiki Kaisha, a Japanese corporation, shall be “Designated Borrowers” hereunder and may request Loans
for its account on the terms and conditions set forth in this Agreement.


 


(b)            The
Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such
shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any Wholly-Owned Subsidiary (an
 “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative
Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice in substantially the form of Exhibit 2.17(a) (a
 “Designated Borrower Request”). If the Administrative Agent and each Lender that would be obligated to make Loans
to such Applicant Borrower agree in writing that such Applicant Borrower shall be entitled to receive Loans hereunder (it being
understood that a Lender shall be deemed to have acted reasonably in withholding its consent if (i) it is unlawful for such
Lender to make Loans under this Agreement to the proposed “Designated Borrower,” (ii) such Lender cannot or has not
determined that it is lawful to do so, (iii) the making of a Loan to the proposed “Designated Borrower” would
reasonably be expected to subject such Lender to material adverse tax consequences, (iv) such Lender is required or has
determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed Designated
Borrower and it does not wish to do so or (v) such Lender is restricted by operational or administrative procedures or other
applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which such Subsidiary is
located), then the Administrative Agent, the Company and such Applicant Borrower shall execute and deliver to the Administrative
Agent (for transmission to the Lenders) an agreement in substantially the form of Exhibit 2.17(b) (a
 “Designated Borrower Joinder Agreement”). Each Designated Borrower Joinder Agreement shall specify (i) any
additional terms and conditions applicable to Loans to such Applicant Borrower as agreed to by the Administrative Agent, the Company
and such Applicant Borrower and (ii) the effective date upon which the Applicant Borrower shall constitute a Designated
Borrower for purposes hereof. Each Lender hereby agrees to permit each Designated Borrower listed in each Designated Borrower
Joinder Agreement to receive Loans hereunder, on the terms and conditions set forth herein, and each party hereto agrees that each
such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Loan Notice may be
submitted by or on behalf of such Designated Borrower until such effective date. The parties hereto acknowledge and agree that prior
to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the
Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel, “know your
customer” information and other documents or information, in form, content and scope reasonably satisfactory to the
Administrative Agent, in connection with such Designated Borrower Joinder Agreement as are required and reasonably requested by the
Administrative Agent or the Lenders in their reasonable discretion, and Notes signed by such new Designated Borrowers to the extent
any Lenders so require.


 






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(c)            Each
Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.17 hereby irrevocably
appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the
giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein
and all modifications hereto, and (iii) if elected by such Borrower in writing to the Administrative Agent, the receipt of the proceeds
of any Loans made by the Lenders to any such Designated Borrower hereunder. Any acknowledgment, consent, direction, certification or
other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly,
shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice,
demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms
of this Agreement shall be deemed to have been delivered to each Designated Borrower.


 


(d)            The
Company may from time to time, upon not less than seven (7) Business Days’ notice from the Company to the Administrative Agent
(or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s
status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by
such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will
promptly notify the Lenders of any such termination of a Designated Borrower’s status.


 


2.18            [Reserved].


 


2.19            Designated
Lender.


 


Each Lender at its
option may make any Credit Extension to any Borrower by causing any domestic or foreign branch or Affiliate of such Lender (each a
 “Designated Lender”) to make such Credit Extension (and in the case of an Affiliate, the provisions of Sections 3.01
through 3.05 and 11.04 shall apply to such Affiliate to the same extent as to such Lender); provided that any
exercise of such option shall not affect the obligation of the relevant Borrower to repay such Credit Extension in accordance with
the terms of this Agreement; provided, however, if any Lender or any Designated Lender determines that any Law has
made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Designated
Lender to perform its obligations hereunder or to issue, make, maintain, fund or charge interest with respect to any Credit
Extension to any Borrower then, on notice thereof by such Lender to the Company through the Administrative Agent, and until such
notice by such Lender is revoked, any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to
any such Credit Extension shall be suspended. Upon receipt of such notice, the Loan Parties shall, take all reasonable actions
requested by such Lender to mitigate or avoid such illegality.


 






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Article III

TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01         Taxes.


 


(a)            Payments
Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.


 


(i)            Save
in respect of any payments made in connection with any Loan to a UK Borrower (a “UK Payment”) (to which subsection (b) shall
apply in place of this subsection (a)), any and all payments by or on account of any obligation of any Loan Party under any
Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable
Laws (as determined in the good faith discretion of an applicable Withholding Agent) require 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,
upon the basis of the information and documentation to be delivered pursuant to subsection (h) below.


 


(ii)            Without
limiting any Withholding Agent’s rights under Section 3.01(a)(i), if any Withholding Agent shall be required by the
Internal Revenue Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes,
from any payment hereunder, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative
Agent to be required based upon the information and documentation it has received pursuant to subsection (h) below,
(B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance
with the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes,
the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of
all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable
Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.


 


(iii)            If
any Withholding Agent shall be required by any applicable Laws other than the Internal Revenue Code to withhold or deduct any Taxes
from any payment, then (A) such Withholding Agent, as required by such Laws, shall withhold or make such deductions as are
determined by it to be required based upon the information and documentation it has received pursuant to subsection (h) below,
(B) such Withholding Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the
relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made
on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any
required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01)
the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been
made.


 






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(b)            Payments
free from UK Taxes.


 


(i)            Each
UK Payment made by a Loan Party under any Loan Document shall be made without a Tax Deduction, except as required by applicable Laws.


 


(ii)            If
a Tax Deduction is required by Law to be made from any UK Payment, the amount of the applicable UK Payment due shall, unless subsection (iii) below
applies, be increased to an amount so that, after the Tax Deduction is made, the payee receives an amount equal to the amount it would
have received had no Tax Deduction been required.


 


(iii)            No
Loan Party is required to make an increased payment to a Lender under subsection (ii) above for a Tax Deduction in respect
of Tax imposed by the United Kingdom if, on the date that the payment falls due:


 


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


 


(B)            the
relevant Lender is a UK Non-Bank Lender and:


 


(1)            an
officer of HM Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931
of the ITA which relates to the payment and that such Lender has received from the UK Borrower making the payment or from the Company
a copy of that Direction; and


 


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


 


(C)            the
relevant Lender is a UK Non-Bank Lender and:


 


(1)            the
relevant Lender has not given a Tax Confirmation to the Borrower; and


 






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(2)            the
payment could have been made to such Lender without any Tax Deduction if such Lender had given a Tax Confirmation to the UK Borrower,
on the basis that the Tax Confirmation would have enabled the UK Borrower to have formed a reasonable belief that the payment was an
 “excepted payment” for the purpose of section 930 of the ITA; or


 


(D)            such
Lender is a Treaty Lender and the UK Borrower is able to demonstrate that the payment could have been made to that Lender without a Tax
Deduction had that Lender complied with its obligations under subsection (d)(iv) below.


 


(iv)            The
relevant Loan Party which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with
that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law.


 


(v)            Within
30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the relevant Loan Party making
that Tax Deduction or other payment shall deliver to the Administrative Agent for the Lender entitled to the interest to which such Tax
Deduction or payment relates, evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority.


 


(c)            Lender
UK Tax Status.


 


(i)            Each
Lender in respect of a Loan to a UK Borrower confirms, for the benefit of the Administrative Agent and without any liability to the Lenders,
that:


 


(A)            in
the case of a Lender party to this Agreement at the Closing Date, that as at the Closing Date, it has the tax status set out opposite
its name in Schedule 2.01; or


 


(B)            in
the case of any other Lender, that as at the relevant date on which its participation in the relevant Loan becomes effective, it is:


 


(1)            a
UK Bank Lender;


 


(2)            a
UK Non-Bank Lender;


 


(3)            a
UK Treaty Lender; or


 


(4)            it
is not a UK Qualifying Lender,


 


as the same shall be expressly
indicated in the relevant Assignment and Assumption that is executes.


 






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(ii)            Each
Lender expressed to be a “UK Non-Bank Lender” in Schedule 2.01 or in the Assignment and Assumption pursuant to
which it becomes a Lender confirms, for the benefit of the Administrative Agent and without any liability to the Lenders, that on the
Closing Date, or on the relevant effective date specified in each Assignment and Assumption that it is a UK Non-Bank Lender on that date.


 


(d)            UK
Treaty Lenders.


 


(i)            A
UK Treaty Lender which becomes a party to this Agreement on the Closing Date that holds a passport under the HMRC DT Treaty Passport
scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Administrative
Agent and without liability to any Loan Party) by including its scheme reference number and its jurisdiction of tax residence opposite
its name in Schedule 2.01.


 


(ii)            A
new Lender that is a UK Treaty Lender and holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to
apply to this Agreement, shall include an indication to that effect (for the benefit of the Administrative Agent and without liability
to any Loan Party) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Assumption which
it executes.


 


(iii)            If
a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with subsections (i) or
(ii) above, then no Loan Party shall make any filing under or in relation to the HMRC DT Treaty Passport Scheme in respect
of that Lender’s Commitment(s) or its participation in any Loan unless that Lender otherwise agrees.


 


(iv)            Each
UK Treaty Lender and each Loan Party that makes a UK Payment to which that UK Treaty Lender is entitled shall cooperate in completing
any procedural formalities as may be necessary for the relevant Loan Party to obtain authorization to make that payment without a Tax
Deduction (except for where a Lender includes the indication described in subsection (i) or (ii) above,
in which case such Lender shall be under no further obligations pursuant to this subsection (d)(iv)) save where any form
DTTP-2 filed by a Loan Party under the HMRC DT Treaty Passport Scheme is rejected by HMRC or where any passport held by such Lender is
withdrawn or ceases to be valid or the HMRC DT Treaty Passport Scheme is withdrawn.


 


(e)            Payment
of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) or (b) above,
the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Laws, or at the option of the
Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 






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(f)            Tax
Indemnifications. (i) Each of the Loan Parties shall, and does hereby indemnify each Recipient, and shall make payment in
respect thereof within ten 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 3.01) 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 Governmental Authority.
A certificate as to the amount of such payment or liability delivered to the Company by a Lender or the L/C Issuer (with a copy to
the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be
conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the
Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender
or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(f)(ii) below.


 


(ii)            Each
Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after
demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (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 the Loan Parties to do so), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance
of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable
to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with
any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A certificate 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 and the L/C Issuer hereby authorizes
the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may
be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).


 


(g)            Evidence
of Payments. Upon request by the Company, the Administrative Agent or the applicable Lender, as the case may be, after any payment
of Taxes by any Loan Party, the Administrative Agent or such Lender, as the case may be, to a Governmental Authority as provided in this
Section 3.01, such Person shall deliver to the requesting Person the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of
such payment reasonably satisfactory to the applicable Person.


 






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(h)            Status
of Lenders; Tax Documentation.


 


(i)            Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document (other
than an exemption from, or reduction of, UK withholding Tax in respect of which the obligations set out in this paragraph shall not apply)
shall deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the Company or the Administrative
Agent, such properly completed and executed documentation prescribed by applicable Law or the taxing authorities of a jurisdiction pursuant
to such applicable Law or reasonably requested by the Company 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 Company or the Administrative
Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Company or the Administrative
Agent as will enable the Company 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 either (1) set forth in Section 3.01(h)(ii)(A),
3.01(h)(ii)(B) and 3.01(h)(ii)(D) below or (2) required by applicable Law other than the Internal Revenue
Code or the taxing authorities of the jurisdiction pursuant to such applicable Law to comply with the requirements for exemption or reduction
of withholding tax in that jurisdiction) shall not be required if in the Lender’s reasonable judgment such completion, execution
or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial
position of such Lender.


 


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


 


(A)            any
Lender that is a U.S. Person shall deliver to the Company 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 Company or the Administrative
Agent), executed copies 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 Company 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 Company or the Administrative Agent), whichever of the following
is applicable:


 


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


 






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


 


(3)            in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal
Revenue Code, (x) a certificate substantially in the form of Exhibit 3.01-A to the effect that such Foreign Lender is
not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder”
of such Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation”
described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”)
and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable); or


 


(4)            to
the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.01-B
or Exhibit 3.01-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 3.01-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 Company 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 Company or the Administrative Agent), executed
copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal
withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit an
applicable Withholding Agent to determine the withholding or deduction required to be made; and


 






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(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 Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the
time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation
prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional
documentation reasonably requested by the Company or the Administrative Agent as may be necessary for an applicable Withholding Agent
to comply with its 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 Closing Date.


 


(iii)            Each
Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Company and the Administrative
Agent in writing of its legal inability to do so.


 


(i)            Treatment
of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file
for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any
refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If any
Recipient 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 by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01,
it shall pay to the Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional
amounts paid (including, for the avoidance of doubt, any Tax Payment), by a Loan Party under this Section 3.01 with
respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient,
and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided
that the Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to the Loan Party pursuant to this Section 3.01(i) (plus
any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient
is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no
event will the applicable Recipient be required to pay any amount to the Loan Party pursuant to this subsection the payment of
which would place the Recipient in a less favorable net after-Tax position than such Recipient 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 subsection shall not be construed to require
any Recipient to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any
Loan Party or any other Person.


 






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(j)            Survival.
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the repayment,
satisfaction or discharge of all other Obligations.


 


(k)            For
the avoidance of doubt, the term “Lender” shall, for purposes of this Section 3.01, include any L/C Issuer
and the term “applicable Laws” shall, for the purposes of this Section 3.01, include FATCA.


 


3.02            Illegality.


 


If any Lender determines
that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its
Lending Office to perform any of its obligations hereunder or make, maintain or fund or charge interest with respect to any Credit
Extensions based on a Relevant Rate or to determine or charge interest rates based upon a Relevant Rate, or to determine or charge
interest rates based upon a Relevant Rate, or any Governmental Authority has imposed material restrictions on the authority of such
Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable interbank market, then, on
notice thereof by such Lender to the Company through the Administrative Agent, (i) any obligation of such Lender to issue,
make, maintain, fund or charge interest with respect to any such Credit Extension or continue Adjusted Daily Term SOFR Loans,
Adjusted Term SOFR Loans or Alternative Currency Loans or to convert Base Rate Loans or Canadian Prime Rate Loans, as applicable, to
Adjusted Daily Term SOFR Loans, Adjusted Term SOFR Loans or Alternative Currency Term Rate Loans, as applicable, in the affected
currency or currencies or, in the case of Adjusted Daily Term SOFR Loans, Adjusted Term SOFR Loans or Alternative Currency Term Rate
Loans denominated in Canadian Dollars, to convert Base Rate Loans or Canadian Prime Rate Loans, as applicable, to Adjusted Daily
Term SOFR Loans, Adjusted Term SOFR Loans or Alternative Currency Term Rate Loans denominated in Canadian Dollars, as applicable,
shall be suspended, (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the
interest rate on which is determined by reference to the Adjusted Term SOFR component of the Base Rate, the interest rate on which
Base Rate Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without
reference to the Adjusted Term SOFR component of the Base Rate, and (iii) if such notice asserts the illegality of such Lender
making or maintaining Canadian Prime Rate Loans the interest rate on which is determined by reference to the CDOR Rate component of
the Canadian Prime Rate, the interest rate on which Canadian Prime Rate Loans of such Lender, shall, if necessary to avoid such
illegality, be determined by the Administrative Agent without reference to the CDOR Rate component of the Canadian Prime Rate, in
each case until such Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, (x) the applicable Borrowers shall, upon demand from such Lender
(with a copy to the Administrative Agent), prepay such Loans or, (A) in the case of Adjusted Daily Term SOFR Loans or Adjusted
Term SOFR Loans, convert all Adjusted Daily Term SOFR Loans or Adjusted Term SOFR Loans of such Lender to Base Rate Loans (the
interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the
Administrative Agent without reference to the Adjusted Term SOFR component of the Base Rate) or (B) in the case of Alternative
Currency Term Rate Loans denominated in Canadian Dollars, convert all Alternative Currency Term Rate Loans of such Lender to
Canadian Prime Rate Loans (the interest rate on which Canadian Prime Rate Loans of such Lender shall, if necessary to avoid such
illegality, be determined by the Administrative Agent without reference to the CDOR Rate component of the Canadian Prime Rate),
either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such Loans, (y) if such notice asserts the illegality of such
Lender determining or charging interest rates based upon Adjusted Term SOFR, the Administrative Agent shall during the period of
such suspension compute the Base Rate applicable to such Lender without reference to the Adjusted Term SOFR component thereof until
the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge
interest rates based upon Adjusted Term SOFR, and (z) if such notice asserts the illegality of such Lender determining or
charging interest rates based upon the CDOR Rate, the Administrative Agent shall during the period of such suspension compute the
Canadian Prime Rate applicable to such Lender without reference to the CDOR Rate component thereof until the Administrative Agent is
advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the
CDOR Rate. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or
converted.


 






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3.03            Inability
to Determine Rates.


 


(a)            If
in connection with any request for an Adjusted Daily Term SOFR Loan, Adjusted Term SOFR Loan or an Alternative Currency Loan or a
conversion to or continuation thereof, (i) the Administrative Agent determines that (A) deposits (whether in Dollars or an
Alternative Currency) (or, in the case of Australian Dollars, bills of exchange accepted by leading banks in the Australian
interbank market) are not being offered to banks in the applicable interbank market for such currency for the applicable amount and
Interest Period of such Loan, (B) no Successor Rate for the Relevant Rate for the applicable currency has been determined in
accordance with Section 3.03(b) or Section 3.03(c), as applicable, and the circumstances under clause (i) of Section 3.03(b) or
the Relevant Rate Scheduled Unavailability Date has occurred with respect to such Relevant Rate (as applicable) or (C) adequate
and reasonable means do not exist for determining the Relevant Rate for the applicable currency for any determination
date(s) or requested Interest Period, as applicable, with respect to a proposed Adjusted Daily Term SOFR Loan, Adjusted Term
SOFR Loan or an Alternative Currency Loan or in connection with an existing or proposed Base Rate Loan or Canadian Prime Rate Loan,
as applicable, or (ii) the Administrative Agent or the Required Lenders determine that for any reason that the Relevant Rate
with respect to a proposed Loan denominated in an currency for any requested Interest Period or determination date(s) does not
adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the
Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Loans in the affected currency or
currencies shall be suspended (to the extent of the affected Loans or Interest Periods or determination date(s), as applicable),
(y) in the event of a determination described in the preceding sentence with respect to the Adjusted Term SOFR component of the
Base Rate, the utilization of the Adjusted Term SOFR component in determining the Base Rate shall be suspended, in each case until
the Administrative Agent (or, in the case of a determination by Required Lenders described in clause (ii) of this Section 3.03(a))
revokes such notice, and (z) in the event of a determination described in the preceding sentence with respect to the CDOR Rate
component of the Canadian Prime Rate, the utilization of the CDOR Rate component in determining the Canadian Prime Rate shall be
suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon
receipt of such notice, (1) a Borrower may revoke any pending request for a Borrowing or continuation of, or conversion to
Adjusted Daily Term SOFR Loans or Adjusted Term SOFR Loans, or Borrowing of, or a continuation of Alternative Currency Loans to the
extent of the affected Alternative Currency Loans or Interest Period or determination date(s), as applicable or, failing that, will
be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the Dollar Equivalent of the amount
specified therein and (2) (A) any outstanding Adjusted Daily Term SOFR Loans or Adjusted Term SOFR Loans shall be deemed
to have been converted to Base Rate Loans immediately at the end of their applicable Interest Period and (B) any outstanding
affected Alternative Currency Loans, at the Borrower’s election, shall either (I) be converted into a Borrowing of Base
Rate Loans in the Dollar Equivalent of the amount of such outstanding Alternative Currency Loan immediately, in the case of an
Alternative Currency Daily Rate Loan or at the end of the applicable Interest Period, in the case of an Alternative Currency Term
Rate Loan, or (II) be prepaid in full immediately, in the case of an Alternative Currency Daily Rate Loan or at the end of the
applicable Interest Period, in the case of an Alternative Currency Term Rate Loan; provided that if no election is made by a
Borrower (x) in the case of an Alternative Currency Daily Rate Loan, by the date that is three (3) Business Days after
receipt by the Company of such notice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of the
current Interest Period for the applicable Alternative Currency Term Rate Loan, the applicable Borrower shall be deemed to have
elected clause (I) above.


 






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(b)            Alternative
Currencies. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines
(which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with,
in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, that:


 


(i)            adequate
and reasonable means do not exist for ascertaining the Relevant Rate for an Alternative Currency because none of the tenors of such Relevant
Rate (including any forward-looking term rate thereof) is available or published on a current basis and such circumstances are unlikely
to be temporary; or


 


(ii)            the
Applicable Authority has made a public statement identifying a specific date after which all tenors of the Relevant Rate for an
Alternative Currency (including any forward-looking term rate thereof) shall or will no longer be representative or made available,
or used for determining the interest rate of loans denominated in such Alternative Currency, or shall or will otherwise cease, provided that,
in each case, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent
that will continue to provide such representative tenor(s) of the Relevant Rate for such Alternative Currency (the latest date
on which all tenors of the Relevant Rate for such Alternative Currency (including any forward-looking term rate thereof) are no
longer representative or available permanently or indefinitely, the “Relevant Rate Scheduled Unavailability
Date”); or


 






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(iii)            syndicated
loans currently being executed and agented in the United States, are being executed or amended (as applicable) to incorporate or adopt
a new benchmark interest rate to replace the Relevant Rate for an Alternative Currency;


 


or if the events or circumstances of
the type described in Section 3.03(b)(i), (ii) or (iii) have occurred with respect to the Successor
Rate then in effect, then, the Administrative Agent and the Company may amend this Agreement solely for the purpose of replacing the
Relevant Rate for an Alternative Currency or any then current Non-SOFR Successor Rate for an Alternative Currency in accordance with
this Section 3.03 with an alternative benchmark rate giving due consideration to any evolving or then existing convention
for similar credit facilities syndicated and agented in the United States and denominated in such Alternative Currency for such alternative
benchmarks, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving
or then existing convention for similar credit facilities syndicated and agented in the United States and denominated in such Alternative
Currency for such benchmarks (and any such proposed rate, including for the avoidance of doubt, any adjustment thereto, a “Non-SOFR
Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the
Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising
the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.


 


(c)            Dollars.
Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which
determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with, in
the case of the Required Lenders, a copy to the Borrower) that the Company or Required Lenders (as applicable) have determined, that:


 


(i)            adequate
and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR, including, without
limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to
be temporary; or


 


(ii)            CME
or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative
Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public
statement identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term
SOFR Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate of
U.S. dollar denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such
statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide such
interest periods of Term SOFR after such specific date (the latest date on which one month, three month and six month interest
periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, the “SOFR Scheduled
Unavailability Date”);


 






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then, on a date
and time determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall
be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with
respect to clause (ii) above, no later than the SOFR Scheduled Unavailability Date, Term SOFR will be replaced hereunder
and under any Loan Document with Daily Simple SOFR plus 0.10% for any payment period for interest calculated that can be determined
by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement
or any other Loan Document (the “SOFR Successor Rate,” and collectively with the Non-SOFR Successor Rate, each a “Successor
Rate”).


 


If the SOFR Successor Rate
is Daily Simple SOFR plus 0.10%, all interest payments will be payable on a monthly basis.


 


Notwithstanding anything
to the contrary herein, (i) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term
SOFR Replacement Date, or (ii) if the events or circumstances of the type described in Section 3.03(c)(i) or (ii) have
occurred with respect to the SOFR Successor Rate then in effect, then in each case, the Administrative Agent and the Company may amend
this Agreement solely for the purpose of replacing Term SOFR or any then current SOFR Successor Rate in accordance with this Section 3.03
at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with
an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated
credit facilities syndicated and agented in the United States for such alternative benchmark, and, in each case, including any mathematical
or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar
denominated credit facilities syndicated and agented in the United States for such benchmark. For the avoidance of doubt, any such proposed
rate and adjustments, shall constitute a “SOFR Successor Rate”. Any such amendment shall become effective at 5:00
p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company
unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such
Required Lenders object to such amendment.


 


The Administrative Agent
will promptly (in one or more notices) notify the Company and each Lender of the implementation of any Successor Rate.


 






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


 


Notwithstanding anything
else herein, if at any time any Successor Rate as so determined would otherwise be less than 0%, the Successor Rate will be deemed to
be 0% for the purposes of this Agreement and the other Loan Documents.


 


In connection with the implementation
of a Successor Rate or with respect to any Alternative Currency Daily Rate, the Administrative Agent will have the right to make Conforming
Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing
such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided
that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming
Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective. For purposes of this Section 3.03,
those Lenders that either have not made, or do not have an obligation under this Agreement to make, the relevant Loans in the relevant
Alternative Currency shall be excluded from any determination of Required Lenders.


 


3.04         Increased
Costs; Reserves.


 


(a)            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 or the L/C Issuer;


 


(ii)            subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) 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 or the L/C Issuer or the applicable interbank market any other condition, cost or expense affecting this Agreement or Adjusted
Daily Term SOFR Loans, Adjusted Term SOFR Loans or Alternative Currency 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 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 or the L/C Issuer 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 or the L/C Issuer hereunder (whether of principal, interest
or any other amount) then, upon request of such Lender or the L/C Issuer, the applicable Borrowers will pay to such Lender or the
L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may
be, for such additional costs incurred or reduction suffered.


 






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(b)            Capital
Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending
Office of such Lender or such Lender’s or the L/C Issuer’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 L/C Issuer’s capital or on the capital
of such Lender’s or the L/C Issuer’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 Line Loans held by, such Lender, or the Letters of Credit
issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s
holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s
policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from
time to time the applicable Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts
as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction
suffered.


 


(c)            Certificates
for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth in reasonable detail the amount or amounts necessary
to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or
(b) of this Section and delivered to the Company shall be conclusive absent manifest error. The Borrowers shall pay
such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten days after receipt thereof.


 


(d)            [Reserved].


 


(e)            Delay
in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions
of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation,
provided that the Borrowers shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions
of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender
or the L/C Issuer, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs or reductions and
of such Lender’s or the L/C Issuer’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 six-month period referred to above shall be extended to include the period
of retroactive effect thereof).


 


3.05         Compensation
for Losses.


 


Upon demand of any
Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly after receipt of a written request
by any Lender affected by any such event (which request shall set forth in reasonable detail the basis for requesting such amount)
compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:


 


(a)            any
continuation, conversion, payment or prepayment of any Loan (other than an Adjusted Daily Term SOFR Loan, Base Rate Loan or Canadian
Prime Rate Loan) on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason
of acceleration, or otherwise);


 






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(b)            any
failure by a Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any
Loan (other than an Adjusted Daily Term SOFR Loan, a Base Rate Loan or Canadian Prime Rate Loan) on the date or in the amount notified
by such Borrower;


 


(c)            any
failure by a Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative
Currency on its scheduled due date or any payment thereof in a different currency; or


 


(d)            any
assignment of a Term Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Company
pursuant to Section 11.13;


 


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 or from fees
payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract (but excluding
any loss of anticipated profits). The Borrowers shall also pay any customary administrative fees charged by such Lender in connection
with the foregoing.


 


For purposes of calculating
amounts payable by the Borrowers to the Lenders under this Section 3.05, (i) each Lender shall be deemed to have funded
each Adjusted Term SOFR Loan made by it at Adjusted Term SOFR for such Loan by a matching deposit or other borrowing in the interbank
market for such currency for a comparable amount and for a comparable period, whether or not such Adjusted Term SOFR Loan was in fact
so funded and (ii) each Lender shall be deemed to have funded each Alternative Currency Term Rate Loan made by it at the Alternative
Currency Term Rate for such Loan by a matching deposit or other borrowing in the interbank market for such currency for a comparable
amount and for a comparable period, whether or not such Alternative Currency Term Rate Loan was in fact so funded.


 


3.06            Mitigation
Obligations; Replacement of Lenders.


 


(a)            Designation
of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires a Borrower to pay
any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any
Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02,
then at the request of the Company such Lender or the L/C Issuer, as applicable, shall use reasonable efforts to designate a
different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of
its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, as applicable, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may
be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each
case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrowers hereby agree to pay all reasonable
costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.


 






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(b)            Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if a Borrower is required to pay any Indemnified
Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01
and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a),
the Company may replace such Lender in accordance with Section 11.13.


 


3.07        Survival.


 


All of the Loan Parties’
obligations under this Article III shall survive termination of the Commitments, repayment of all other Obligations hereunder,
and resignation of the Administrative Agent.


 


Article IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


4.01         Conditions
of Initial Credit Extension.


 


This Agreement shall become
effective upon, and the obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to, the
satisfaction of the following conditions precedent:


 


(a)            Receipt
by the Administrative Agent of the following, each in form and substance reasonably satisfactory to the Administrative Agent and each
Lender:


 


(i)            Loan
Documents. Executed counterparts of this Agreement and the other Loan Documents required to be executed and delivered on the Closing
Date, each properly executed by a Responsible Officer of the signing Loan Party and, in the case of this Agreement, by each Lender.


 


(ii)            Opinions
of Counsel. Favorable opinions of legal counsel to the Loan Parties (or, if customary in a Loan Party’s jurisdiction of incorporation
or organization, of legal counsel to the Administrative Agent), addressed to the Administrative Agent and each Lender, dated as of the
Closing Date.


 


(iii)            Organization
Documents, Resolutions, Etc.


 


(A)            copies
of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental
Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or
assistant secretary or (where customary) a director of such Loan Party to be true and correct as of the Closing Date;


 






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(B)            such
certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party
as the Administrative Agent may require evidencing the identity, authority and capacity of each such Responsible Officer thereof authorized
to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;


 


(C)            with
respect to each Loan Party incorporated or organized in the Netherlands or England and Wales, resolutions signed by all holders of the
issued shares of such Loan Party, authorizing and approving such Loan Party’s execution, delivery and performance of this Agreement
and the other Loan Documents to which it is party, if applicable;


 


(D)            with
respect to each Loan Party incorporated or organized in the Netherlands, if applicable, a copy of: (i) resolutions of the supervisory
board of such Loan Party approving the terms of, and the transactions contemplated by, this Agreement and the other Loan Documents to
which it is a party; (ii) a request for advice from the works council of such Loan Party in respect of the Loan Documents to which
it is a party; and (iii) an unconditional positive works council advice of the works council of such Loan Party; and


 


(E)            to
the extent applicable under applicable Law, such documents and certifications as the Administrative Agent may reasonably require to evidence
that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its
jurisdiction of organization or formation (including, without limitation, in the case of any Loan Party incorporated or organized in
the Netherlands, an up-to-date extract of the registration of such Loan Party in the trade register of the Dutch Chamber of Commerce).


 


(iv)            Closing
Certificate. A certificate signed by a Responsible Officer of the Company certifying that the conditions specified in Sections 4.02(a) and
4.02(b) have been satisfied.


 


(b)            IronPlanet
Acquisition. Receipt by the Administrative Agent of a fully-executed copy of the IronPlanet Acquisition Agreement, certified as
complete and correct by a Responsible Officer of the Company. The IronPlanet Acquisition Agreement shall not have been amended,
modified or waived nor shall any consent thereunder have been given subsequent to the execution thereof which is materially adverse
to the Company, the Lenders or the Administrative Agent without the prior written consent of the Administrative Agent (it is hereby
understood and agreed that (i) a reduction in the purchase price in connection with the IronPlanet Acquisition of less than 10%
shall not be deemed to be materially adverse to the interests of the Lenders and (ii) an increase in the purchase price in
connection with the IronPlanet Acquisition shall not be deemed to be materially adverse to the interests of the Lenders if such
increase is not funded with Indebtedness for borrowed money; provided that no purchase price or similar adjustment provisions
set forth in the IronPlanet Acquisition Agreement shall constitute a reduction or increase in the purchase price). For purposes of
this subsection (b), “IronPlanet Acquisition” and “IronPlanet Acquisition
Agreement” shall have the meanings set forth in this Agreement as in effect immediately prior to the Fourth Amendment
Effective Date.


 






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(c)            Repayment
of Existing Indebtedness. All of the existing Indebtedness for borrowed money of the Company and its Subsidiaries (other than Indebtedness
permitted to exist pursuant to Section 7.02) shall be repaid in full and all security interests related thereto (if any)
shall be terminated on or prior to the Closing Date.


 


(d)            Specified
Commitment Line Contact. The Lenders shall have confirmed that the Japanese Borrowers fall under either one of the companies listed
in Article 2, Paragraph 1 of the Act on Specified Commitment Line Contract of Japan (Act No. 4 of 1999) at the time of
the execution of this Agreement.


 


(e)            Fees.
Receipt by the Administrative Agent, the Lead Arrangers and the Lenders of all fees required to be paid to them by the Loan Parties in
connection with this Agreement on or before the Closing Date.


 


(f)            Attorney
Costs. The Company shall have paid reasonable and documented all fees, charges and disbursements of counsel to the Administrative
Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least one Business Day prior to the
Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate
of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate
shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent) to the extent such estimate
is invoiced at least one Business Day prior to the Closing Date.


 


Without limiting the generality
of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified
in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted
or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory
to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying
its objection thereto.


 


4.02            Conditions
to all Credit Extensions.


 


The obligation of each Lender
and the L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other
Type, or a continuation of Term Rate Loans, and other than (x) any Borrowing of a Delayed-Draw Term Loan the sole purpose of which
is to finance any portion of the EuroAuction Acquisition, (y) any Borrowing of a New Term A Loan or (z) any Sixth Amendment
Closing Date Revolver Draw) is subject to the following conditions precedent:


 


(a)            The
representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained
in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects
(or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) on and
as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality
or Material Adverse Effect, it shall be true and correct) as of such earlier date.


 






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(b)            No
Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.


 


(c)            The
Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in
accordance with the requirements hereof.


 


(d)            In
the case of a Credit Extension to be denominated in an Alternative Currency, such currency remains an Eligible Currency.


 


(e)            Solely
in the case of the initial Borrowings of UK Swing Line Loans and Dutch Swing Line Loans, the UK Swing Line Lender and Dutch Swing Line
Lender, as applicable, shall have completed applicable “know your customer” due diligence with respect to the UK Borrowers
and Dutch Borrowers, as applicable.


 


(f)            Solely
in the case of a Borrowing of Revolving B Loans by any Borrower other than an Australian Borrower, the applicable Lenders shall have
completed applicable “know your customer” due diligence with respect to such Borrower.


 


(g)            Solely
in the case of a Borrowing of Revolving C Loans by any Borrower other than a Japanese Borrower, the applicable Lenders shall have completed
applicable “know your customer” due diligence with respect to such Borrower.


 


Each Request for Credit Extension
(other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term Rate Loans, and other than
any (x) Borrowing of a Delayed-Draw Term Loan the sole purpose of which is to finance any portion of the EuroAuction Acquisition,
(y) Borrowing of New Term A Loans the sole purpose of which is to finance any portion of the IAA Acquisition Transactions and (z) any
Sixth Amendment Closing Date Revolver Draw) submitted by a Borrower shall be deemed to be a representation and warranty that the conditions
specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit
Extension.


 


4.03            Conditions
to Delayed-Draw Term Loan Used to Finance the EuroAuction Acquisition.


 


Notwithstanding any provision
herein to the contrary, the obligation of each Lender make any Borrowing of a Delayed-Draw Term Loan the sole purpose of which is to
finance any portion of the EuroAuction Acquisition is only subject to the following conditions precedent:


 


(a)            Receipt
by the Administrative Agent of the following:


 


(i)            Solvency
Certificate. A solvency certificate, signed by a financial officer of the Company, in the form of Exhibit 4.03.


 






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(ii)            Closing
Certificate. A certificate signed by a Responsible Officer of the Company certifying that the conditions specified in Section 4.03(d)(i) have
been satisfied.


 


(b)            EuroAuction
Acquisition. The EuroAuction Acquisition shall be consummated substantially simultaneously with the applicable borrowing of a Delayed-Draw
Term Loan in accordance in all material respects with the EuroAuction Acquisition Agreement (without any amendment, modification or waiver
thereof or any consent thereunder which is materially adverse to the Lenders (in their capacities as such) without the prior written
consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned)) (it being understood and
agreed that (i) a reduction in the consideration payable under the EuroAuction Acquisition Agreement of less than 10% shall not
be deemed to be materially adverse to the interests of the Lenders, (ii) an increase in such purchase price amount shall not be
deemed to be materially adverse to the Lenders if such increase is not funded with Indebtedness for borrowed money; provided that
no purchase price or similar adjustment provisions set forth in the EuroAuction Agreement shall constitute a reduction or increase in
the purchase price and (iii) any change to the definitions of “Material Adverse Effect” or “Termination
Event” (each as defined in the EuroAuction Acquisition Agreement shall be deemed materially adverse to the interests of the
Lenders)).


 


(c)            Existing
Indebtedness. All guarantees of, and Liens granted by EuroAuction, with respect to that certain multi-currency overdraft facility
(with a maximum limit of £43,000,000 or equivalent thereof in one of the optional currencies) between Gardrum Holdings Limited
(as borrower) and Northern Bank Limited trading as Danske Bank (as lender) pursuant to an offer letter dated 10 February, 2021,
have been discharged and released or shall be discharged and released substantially concurrently with the applicable Borrowing of a Delayed-Draw
Term Loan (or customary arrangements for such discharge and release shall have been agreed upon with the Administrative Agent).


 


(d)            Representations
and Warranties. (i) The Specified Representations shall be true and correct in all material respects (or if such representation
and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) on and as of the EuroAuction Acquisition
Closing Date and (ii) the representations and warranties made by or on behalf of EuroAuction in the EuroAuction Acquisition Agreement
as are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that either
the Company or any of the Company’s Affiliates has the right (taking into account any applicable cure provisions) to terminate
its obligations under the EuroAuction Acquisition Agreement or the right to decline to consummate the EuroAuction Acquisition (in each
case, in accordance with the terms of the EuroAuction Acquisition Agreement) as a result of the failure of such representations and warranties
to be accurate.


 






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(e)            Long-Term
Financing. The Company and/or one or more of its Subsidiaries shall have received, or substantially concurrently with such Borrowing
of such Delayed-Draw Term Loan shall receive, gross proceeds of the Long-Term Financing.


 


(f)            Request
for Credit Extension. The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements
hereof.


 


(g)            Fees
and Expenses. All reasonable and documented out-of-pocket expenses of the Administrative Agent required to be paid by the Borrowers
on the EuroAuction Acquisition Closing Date (to the extent invoiced at least two Business Days prior to the funding date of such Delayed-Draw
Term Loans) shall, upon the EuroAuction Acquisition Closing Date, have been, or will be substantially simultaneously paid.


 


(h)            KYC
Information. The Administrative Agent shall have received, at least three Business Days prior to the EuroAuction Acquisition Closing
Date, all documentation and other information about the Loan Parties and their Subsidiaries required by regulatory authorities under
applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the
PATRIOT Act and applicable Canadian law regarding anti-money laundering, anti-terrorist financing, government sanction and “know
your client” matters, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), that has been reasonably
requested in writing by the Lenders at least 10 Business Days prior to the EuroAuction Acquisition Closing Date.


 


The Request for Credit Extension
delivered to the Administrative Agent pursuant to Section 4.03(f) shall be deemed to be a representation and warranty
that the representations and warranties of the Company and its Subsidiaries contained in Article V are true and correct true
and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect,
it shall be true and correct) on and as of the EuroAuction Acquisition Closing Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or if such representation
and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) as of such earlier date; provided,
however, that the only representations and warranties the accuracy of which shall be a condition precedent to the Borrowing of
a Delayed-Draw Term Loan under this Section 4.03 are the representations and warranties provided pursuant to Section 4.03(d).


 


Without limiting the generality
of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified
in this Section 4.03, each Lender that has signed this Agreement or is otherwise a party to this Agreement shall be deemed
to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender
prior to the proposed EuroAuction Acquisition Closing Date specifying its objection thereto.


 






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Article V

REPRESENTATIONS AND WARRANTIES


 


The Loan Parties represent
and warrant to the Administrative Agent and the Lenders that:


 


5.01         Existence,
Qualification and Power.


 


Each Loan Party and each
Subsidiary (a) is duly organized or formed, validly existing and, as applicable, in good standing (to the extent the concept exists
in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority
and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its
business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is
duly qualified and is licensed and, as applicable, in good standing (to the extent the concept exists in such jurisdiction) under the
Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification
or license; except in each case referred to in clause (a) (with respect to any Subsidiary that is not a Loan Party or
any Loan Party that is not a Material Subsidiary under clause (b) of the definition of “Material Subsidiary”),
(b)(i) or (c), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.


 


5.02         Authorization;
No Contravention.


 


The execution, delivery and
performance by each Loan Party of each Loan Document to which such Loan Party is party have been duly authorized by all necessary corporate
or other organizational action, and do not (a) contravene the terms of any of such Loan Party’s Organization Documents; (b) conflict
with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under (i) any material
Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or any of
its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which
such Loan Party or its property is subject, in each case under this clause (b), except to the extent any such conflict, breach
or contravention would not reasonably be expected to have a Material Adverse Effect; or (c) violate any applicable Law, except to
the extent any such violation would not reasonably be expected to have a Material Adverse Effect.


 


5.03         Governmental
Authorization; Other Consents.


 


No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required
in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan
Document to which such Loan Party is a party other than (a) those that have already been obtained and are in full force and effect,
(b) filings to perfect the Liens created by the Collateral Documents, and (c) except to the extent that the failure to obtain
or make such approval, consent, exemption, authorization, registration, action, notice or filing would not reasonably be expected to
have a Material Adverse Effect.


 






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5.04         Binding
Effect.


 


Each Loan Document has been
duly executed and delivered by each Loan Party that is party thereto. Each Loan Document constitutes a legal, valid and binding obligation
of each Loan Party that is party thereto, enforceable against each such Loan Party in accordance with its terms, except as such enforceability
may be limited by Debtor Relief Laws and by general principles of equity and principles of good faith and fair dealing.


 


5.05         Financial
Statements; No Material Adverse Effect.


 


(a)            The
financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly
present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results
of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except
as otherwise expressly noted therein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal
year-end audit adjustments).


 


(b)            The
Audited Financial Statements and the unaudited consolidated financial statements of the Company and its Subsidiaries for the fiscal quarter
ending June 30, 2021 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company
and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited
financial statements, to the absence of footnotes and to normal year-end audit adjustments).


 


(c)            Since
the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that
has had or would reasonably be expected to have a Material Adverse Effect.


 


5.06         Litigation.


 


There are no actions, suits,
proceedings, claims or disputes pending or, to the knowledge of the Loan Parties, threatened in writing, at law, in equity, in arbitration
or before any Governmental Authority, by or against any Loan Party or any Subsidiary or against any of their properties or revenues that
would reasonably be expected to have a Material Adverse Effect.


 


5.07         No
Default.


 


(a)            No
Loan Party nor any Subsidiary is in default under or with respect to any Contractual Obligation of such Loan Party or Subsidiary that
individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.


 


(b)            No
Default has occurred and is continuing.


 






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5.08         Ownership
of Property.


 


Each Loan Party and each
of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary
or used in the ordinary conduct of its business, except where failure to have any of the foregoing would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.


 


5.09         Environmental
Compliance.


 


Except as would not reasonably
be expected to result in a Material Adverse Effect, the Company and its Subsidiaries and their respective businesses, operations and
properties are in compliance with all applicable Environmental Laws.


 


5.10         Insurance.


 


The properties of the Loan
Parties and their Subsidiaries are insured with insurance companies (that are not Affiliates of the Company) that the Loan Parties believe
(in the good faith judgment of their management) were financially sound and reputable at the time the relevant coverage was placed or
renewed, in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in
the same or similar business as the applicable Loan Party or applicable Subsidiary), with such deductibles and covering such risks as
are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan
Party or the applicable Subsidiary operates.


 


5.11         Taxes.


 


Each Loan Party and its Subsidiaries
have filed all federal, state, provincial and territorial income and other material tax returns and reports required to be filed, and
have paid all federal, state, provincial and territorial income and other material taxes, assessments, fees and other governmental charges
levied or imposed upon them or their properties, income or assets otherwise due and payable, in each case except (a) those which
are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP
(to the extent required thereby) or (b) where failure to do so would not reasonably be expected to result in a Material Adverse
Effect. There is no proposed tax assessment against any Loan Party or any Subsidiary that would reasonably be expected to have a Material
Adverse Effect. No Loan Party nor any Subsidiary is party to any tax sharing agreement or tax funding agreement with a Person that is
not an Affiliate, other than any such agreement entered into in the ordinary course of business.


 


5.12         ERISA
Compliance; Canadian Plans.


 


(a)            Except
as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is
in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state
Laws. Each Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable
determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto
and, to the knowledge of the Borrowers, nothing has occurred which would reasonably be expected to prevent, or cause the loss
of, such qualification, except as would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably
be expected to have a Material Adverse Effect, each Borrower and each ERISA Affiliate have made all required contributions to each
Plan subject to Section 412 of the Internal Revenue Code, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Internal Revenue Code has been made with respect to any Plan.


 






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(b)            There
are no pending or, to the knowledge of the Loan Parties, threatened in writing claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that would be reasonably expected to have a Material Adverse Effect. There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or would reasonably be
expected to result in a Material Adverse Effect.


 


(c)            Except
as would not reasonably be expected to have a Material Adverse Effect, (i) no ERISA Event has occurred or is reasonably expected
to occur; (ii) no Borrower or any ERISA Affiliate 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 or
4243 of ERISA with respect to a Multiemployer Plan; and (iii) no Loan Party or any ERISA Affiliate has engaged in a transaction
that could be subject to Section 4069 or 4212(c) of ERISA.


 


(d)            Each
Canadian Plan is in compliance in all material respects with its terms and the applicable provisions of applicable Laws, except for matters
of non-compliance which would not reasonably be expected to have a Material Adverse Effect. Each Canadian Plan which is registered or
required to be registered under applicable Laws, including the Income Tax Act (Canada) is so registered, and nothing has occurred which
would reasonably be expected to prevent, or cause the loss of, such registration, except to the extent as would not reasonably be expected
to have a Material Adverse Effect. Each Loan Party and each Subsidiary thereof has made all required contributions to each applicable
Canadian Plan, except as would not reasonably be expected to have a Material Adverse Effect. No Loan Party or Subsidiary thereof maintains,
contributes to, or has any direct or indirect, present or future, liability or obligation, absolute, contingent or otherwise, in respect
of a Canadian Defined Benefit Pension Plan.


 


(e)            There
are no pending or, to the knowledge of the Loan Parties, threatened in writing claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Canadian Plan that would be reasonably expected to have a Material Adverse Effect. There has been no prohibited
transaction or violation with respect to any Canadian Plan that has resulted or would reasonably be expected to result in a Material
Adverse Effect.


 


(f)            Each
of the Canadian Plans is fully funded, on an ongoing basis, in accordance with the terms of the applicable Canadian Plan, the
applicable law, the administrative requirements of the applicable pension regulator and tax authority and the commonly accepted
actuarial principles, and there are no solvency deficiencies respecting any of the Canadian Plans, except in each case under this clause (f) as
would not reasonably be expected to have a Material Adverse Effect.


 






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(g)            No
event has occurred with respect to the Canadian Plans that would reasonably be expected to have a Material Adverse Effect.


 


(h)            The
Company and its Subsidiaries have made full payment when due of all required contributions to any Foreign Plan, except where the failure
to do so would not reasonably be expected to result in a Material Adverse Effect.


 


(i)            As
of the Fourth Amendment Effective Date, none of the Borrowers’ assets is deemed to constitute “plan assets” (within
the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans.


 


5.13        Subsidiaries.


 


Set forth on Schedule 5.13
is a complete and accurate list as of the Fourth Amendment Effective Date of each Subsidiary of any Loan Party, together with (i) the
jurisdiction of organization of such Subsidiary and (ii) the percentage of outstanding shares of each class of Equity Interests
of such Subsidiary owned (directly or indirectly) by any Loan Party or any Subsidiary, in each case as of the Fourth Amendment Effective
Date.


 


5.14         Margin
Regulations; Investment Company Act.


 


(a)            No
Borrower is engaged and no Borrower will engage, principally or as one of its important activities, in the business of purchasing or
carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying
margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of
the value of the assets (either of such Borrower only or of such Borrower and its Subsidiaries on a consolidated basis) subject to the
provisions of Section 7.01 or Section 7.05 will be margin stock.


 


(b)            None
of the Company or any Subsidiary is or is required to be registered as an “investment company”, or is otherwise subject to
regulation, under the Investment Company Act of 1940.


 


5.15         Disclosure.


 


No report, financial
statement, certificate or other written information furnished by or on behalf of any Loan Party to the Administrative Agent or any
Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under
any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not materially misleading; provided that (i) to the extent any such written
material was based upon or constitutes a forecast or projection, the Loan Parties represent only that such information was prepared
in good faith based upon assumptions believed to be reasonable at the time such material was prepared (it being recognized by the
Administrative Agent and the Lenders that such information is subject to significant uncertainties and contingencies and that no
assurance can be given that any particular forecast or projection will be realized and that actual results during the period or
periods covered thereby may vary and such variances may be material) and (ii) the Loan Parties and their Subsidiaries make no
representations or warranties with respect to information of a general economic or general industry nature.


 






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5.16         Compliance
with Laws.


 


Each Loan Party and Subsidiary
is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties,
except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith
by appropriate proceedings or (b) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.


 


5.17         Intellectual
Property; Licenses, Etc.


 


Each Loan Party and each
Subsidiary owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent
rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably
necessary for the operation of their respective businesses, except where the failure to so own or have any such rights, either individually
or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Except for such claims and infringements that
would not reasonably be expected to have a Material Adverse Effect, (a) no claim has been asserted and is pending by any Person
challenging or questioning the use of any IP Rights or the validity or effectiveness of any IP Rights, nor does any Loan Party know of
any such claim, and, (b) to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan
Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does
not infringe on the rights of any Person.


 


5.18         Solvency.


 


The Company and its Subsidiaries
are Solvent on a consolidated basis on the Closing Date.


 


5.19         Perfection
of Security Interests in the Collateral.


 


Subject to all exceptions
and limitations contained in the Loan Documents, the Collateral Documents create valid security interests in, and Liens on, the Collateral
purported to be covered thereby, which security interests and Liens are currently perfected security interests and Liens to the extent
required by the applicable Loan Documents, prior to all other Liens other than Permitted Liens.


 


5.20         Sanctions
and Anti-Social Force.


 


(a)            None
of the Loan Parties, nor any of their Subsidiaries, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director,
officer or employee thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is
(i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated
Nationals, the Canadian Sanctions List, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or
any similar list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a Designated
Jurisdiction.


 






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(b)            Neither
the Company nor any of its Subsidiaries is classified as an Anti-Social Group, has any Anti-Social Relationship or has engaged in Anti-Social
Conduct, whether directly or indirectly through a third party.


 


5.21         Anti-Corruption
Laws.


 


The Loan Parties and their
Subsidiaries conduct their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the Corruption of Foreign
Public Officials Act (Canada), the UK Bribery Act 2010, and other similar anti-corruption legislation in other applicable jurisdictions
and have instituted and maintain policies and procedures designed to promote and achieve compliance with such laws.


 


5.22         No
Affected Financial Institution.


 


No Loan Party is an Affected
Financial Institution.


 


5.23         Australian
Borrowers


 


No Australian Borrower has
entered into any Loan Document, or holds any property, as a trustee of any trust or settlement.


 


5.24         Japanese
Borrowers.


 


Each Japanese Borrower falls
under either one of the companies listed in Article 2, Paragraph 1 of the Act on Specified Commitment Line Contract of Japan
(Act No. 4 of 1999) at the time of its execution of this Agreement.


 


5.25         International
Loan Parties.


 


(a)            No
International Loan Party nor any material part of its property has any immunity from jurisdiction of any court or from any legal process
(whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the Laws
of the jurisdiction in which such International Loan Party is organized and existing in respect of its obligations under the Applicable
International Loan Party Documents.


 


(b)            As
of the date of execution and delivery thereof, the Applicable International Loan Party Documents are in proper legal form under the
Laws of the jurisdiction in which each International Loan Party party thereto is organized and existing for the enforcement thereof
against such International Loan Party under the Laws of such jurisdiction, and to ensure the legality, validity, enforceability,
priority or admissibility in evidence of the Applicable International Loan Party Documents, in each case subject to any Debtor
Relief Laws, any general principles of law which are specifically referred to in any opinions of legal counsel delivered to the
Administrative Agent under this Agreement, any general principles of equity and principles of good faith and fair dealing. It is not
necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable International
Loan Party Documents that the Applicable International Loan Party Documents be filed, registered or recorded with, or executed or
notarized before, any court or other authority in the jurisdiction in which the applicable International Loan Party party thereto is
organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of the Applicable
International Loan Party Documents or any other document, except for (i) any such filing, registration, recording, execution or
notarization as has been made or is not required to be made until the Applicable International Loan Party Document or any other
document is sought to be enforced and (ii) any charge or tax as has been timely paid.


 






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(c)            There
is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental
Authority in or of the jurisdiction in which any International Loan Party is organized and existing either (i) on or by virtue of
the execution or delivery of the Applicable International Loan Party Documents to which such International Loan Party is a party or (ii) on
any payment to be made by such International Loan Party (in the case of a UK Borrower or a UK Guarantor, provided such payment
is to a UK Qualifying Lender) pursuant to the Applicable International Loan Party Documents to which such International Loan Party is
a party, except as has been disclosed to the Administrative Agent.


 


(d)            The
execution, delivery and performance of the Applicable International Loan Party Documents executed by each International Loan Party party
thereto are, under applicable foreign exchange control regulations of the jurisdiction in which such International Loan Party is organized
and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as
cannot be made or obtained until a later date (provided that any notification or authorization described in clause (ii) shall
be made or obtained as soon as is reasonably practicable).


 


5.26         Irish
Guarantors.


 


Each Irish Guarantor and
each other Loan Party are members of the same group of companies consisting of a holding company and its subsidiaries (as those terms
are defined in sections 7 and 8 of the Companies Act 2014 of Ireland) for the purposes of section 243 of the Companies Act
2014 of Ireland.


 


5.27         Beneficial
Ownership Certification.


 


As of the Fourth Amendment
Effective Date, the information included in the Beneficial Ownership Certification delivered by the Loan Parties in connection with the
Fourth Amendment Effective Date, if applicable, is true and correct in all respects.


 






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Article VI

AFFIRMATIVE COVENANTS


 


Until the Facility Termination
Date, each Loan Party shall and shall cause each Subsidiary to:


 


6.01            Financial
Statements.


 


Deliver to the Administrative
Agent (for transmittal to the Lenders):


 


(a)            within
ninety-five days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as
at the end of such fiscal year, and the related consolidated statements of income or operations, changes in equity and cash flows for
such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and
prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally
recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not
be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of
such audit (other than any exception, qualification or explanatory paragraph with respect to or resulting from an upcoming maturity date
of the Loans occurring within one year from the time such opinion is delivered); and


 


(b)            within
fifty days after the end of each of the first three fiscal quarters of each fiscal year of the Company, a consolidated balance sheet
of the Company and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations
for such fiscal quarter and for the portion of the Company’s fiscal year then ended, and the related consolidated statements of
changes in equity and cash flows for such fiscal quarter and for the portion of the Company’s fiscal year then ended, in each case
setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the
corresponding portion of the previous fiscal year, all in reasonable detail and certified by the chief executive officer, chief financial
officer, treasurer or controller of the Company as fairly presenting in all material respects the financial condition, results of operations,
equity and cash flows of the Company and its Subsidiaries in accordance with GAAP, subject only to changes resulting from normal year-end
audit adjustments and the absence of footnotes.


 


As to any information contained
in materials furnished pursuant to Section 6.02(d), the Company shall not be separately required to furnish such information
under Section 6.01(a) or 6.01(b), but the foregoing shall not be in derogation of the obligation of the Company
to furnish the information and materials described in Section 6.01(a) or 6.01(b) at the times specified
therein.


 


6.02            Certificates;
Other Information.


 


Deliver to the Administrative
Agent (for transmittal to the Lenders):


 


(a)            [reserved];


 






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(b)            concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and 6.01(b), a duly completed Compliance
Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Company (which delivery may,
unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall
be deemed to be an original authentic counterpart thereof for all purposes);


 


(c)            not
later than March 31 of each year, the financial forecast for such year reviewed by the Company’s board of directors;


 


(d)            promptly
after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which
a Loan Party or any Subsidiary files with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or any
comparable agency under comparable Laws, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;


 


(e)            promptly,
and in any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary, copies of each notice or other
correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material investigation
or possible material investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary;
and


 


(f)            promptly,
such additional information regarding the business, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance
with the terms of the Loan Documents, as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time
reasonably request, including for purposes of compliance with the Beneficial Ownership Regulation, as applicable.


 


Documents required to be
delivered pursuant to Section 6.01(a) or 6.01(b) or Section 6.02(d) (to the extent any
such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be
deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the
Company’s website on the Internet at the website address listed on Schedule 11.02 (or any successor website
address); or (ii) on which such documents are (A) available on the website of the SEC at http://www.sec.gov or
(B) posted on the Company’s behalf on an Internet or intranet 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 in the case of documents that are not available on http://www.sec.gov: (i) the Company shall deliver paper copies of such
documents to the Administrative Agent or any Lender upon its written request to the Company to deliver such paper copies until a
written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall
notify the Administrative Agent (by facsimile or electronic mail) of the posting of any such documents and, if requested by the
Administrative Agent, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such
documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents
referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a
Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such
documents.


 






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The Company hereby acknowledges
that (a) the Administrative Agent and/or BofA Securities may, but shall not be obligated to, make available to the Lenders and the
L/C Issuer materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”)
by posting the Company Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the “Platform”)
and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material
non-public information with respect to the Company or its Affiliates, or the respective securities of any of the foregoing, and who may
be engaged in investment and other market-related activities with respect to such Persons’ securities. The Company hereby agrees
that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by
marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, BofA Securities,
the L/C Issuer and the Lenders to treat such Company Materials as not containing any material non-public information with respect to
the Company or its securities for purposes of United States federal and state securities Laws (provided, however, that
to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all
Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public
Side Information;” and (z) the Administrative Agent and BofA Securities shall be entitled to treat any Company Materials that
are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side
Information.” Notwithstanding the foregoing, the Company shall be under no obligation to mark any Company Materials “PUBLIC.”


 


6.03         Notices.


 


(a)            Promptly
after a Responsible Officer of the Company obtains actual knowledge thereof, notify the Administrative Agent of the occurrence of any
Default;


 


(b)            Promptly
after a Responsible Officer of the Company obtains actual knowledge thereof, notify the Administrative Agent of the occurrence of any
matter that has resulted or would reasonably be expected to result in a Material Adverse Effect;


 


(c)            Promptly
after a Responsible Officer of the Company obtains actual knowledge thereof, notify the Administrative Agent of the occurrence of any
ERISA Event or any failure by any Loan Party or any Subsidiary thereof to perform its obligations under a Canadian Plan, in each case
that would reasonably be expected to have a Material Adverse Effect; and


 


(d)            Not
later than 10 Business Days (or such lesser period as the Administrative Agent may agree) prior to any change to the legal name, jurisdiction
of formation, chief executive office or form of organization of any Loan Party, notify the Administrative Agent thereof.


 






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Each notice pursuant to this
Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Company setting forth details of the occurrence
referred to therein and stating what action the Company has taken and proposes to take with respect thereto. Each notice pursuant to
Section 6.03(a) shall describe with reasonable particularity any and all provisions of this Agreement and any other
Loan Document that have been breached.


 


6.04         Payment
of Taxes.


 


Pay and discharge, as the
same shall become due and payable, all its tax liabilities, assessments and governmental charges or levies upon it or its properties
or assets, unless (a) the same are being contested in good faith by appropriate proceedings and adequate reserves in accordance
with GAAP are being maintained by such Loan Party or such Subsidiary (to the extent required by GAAP) or (b) the failure to pay
or discharge the same would not reasonably be expected to result in a Material Adverse Effect.


 


6.05         Preservation
of Existence, Etc.


 


(a)            Preserve,
renew and maintain in full force and effect its legal existence and, if applicable, good standing under the Laws of the jurisdiction
of its organization except in a transaction permitted by Section 7.04 or 7.05.


 


(b)            Take
all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct
of its business, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.


 


(c)            Preserve
or renew all of its IP Rights, the non-preservation or non-renewal of which would reasonably be expected to have a Material Adverse Effect.


 


6.06         Maintenance
of Properties.


 


Maintain, preserve and protect
all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary
wear and tear excepted and casualty and condemnation excepted, make all necessary repairs thereto and renewals and replacements thereof,
except, in each case, where the failure to do any of the foregoing would not reasonably be expected to have a Material Adverse Effect.


 


6.07         Maintenance
of Insurance.


 


(a)            Maintain
in full force and effect insurance (including worker’s compensation insurance, liability insurance and casualty insurance) with
financially sound and reputable insurance companies not Affiliates of the Company, in such amounts (after giving effect to any self-insurance
reasonable and customary for similarly situated Persons engaged in the same or similar business as the applicable Loan Party or applicable
Subsidiary), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and
owning similar properties in localities where such Loan Party or such Subsidiary operates.


 






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(b)            Except
to the extent otherwise agreed by the Administrative Agent, cause the Administrative Agent and its successors and assigns to be named
as lender’s loss payee or mortgagee, as its interest may appear, and/or additional insured with respect to any such insurance providing
liability coverage or coverage in respect of any Collateral, and use commercially reasonable efforts to cause each provider of any such
insurance to agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative
Agent, that it will give the Administrative Agent thirty days (or such lesser amount as the Administrative Agent may agree) prior written
notice before any such policy or policies shall be altered or canceled.


 


6.08         Compliance
with Laws.


 


Comply with the requirements
of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances
in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings;
or (b) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.


 


6.09         Books
and Records.


 


Maintain proper books of
record and account, in a manner to allow financial statements to be prepared in all material respects in conformity with GAAP consistently
applied in respect of all material financial transactions and matters involving the assets and business of such Loan Party or such Subsidiary,
as the case may be (it being understood and agreed that Subsidiaries may maintain individual books and records in conformity with generally
accepted accounting principles that are applicable in their respective jurisdiction of organization).


 


6.10         Inspection
Rights.


 


Permit representatives
and independent contractors of the Administrative Agent (who may be accompanied by each Lender following the occurrence and during
the continuance of an Event of Default) to visit and inspect any of its properties, to examine its corporate, financial and
operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its
directors, officers, and independent public accountants, all at the expense of the Company and at such reasonable times during
normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Company; provided, however,
that excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not
exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one
such time shall be at the Company’s expense. The Administrative Agent and the Lenders shall give the Company the opportunity
to participate in any discussions with the Loan Parties’ and their Subsidiaries’ independent public accountants.
Notwithstanding anything to the contrary in this Section 6.10, none of the Company or any of its Subsidiaries will be
required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes
non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative
Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement (for which no
exception is available or approval has been obtained) or (iii) that is subject to attorney client privilege or constitutes
attorney work product.


 






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6.11         Use
of Proceeds.


 


Use the proceeds of the Credit
Extensions (a) to finance working capital, capital expenditures and other lawful corporate purposes (including Permitted Acquisitions),
and (b) to refinance certain existing Indebtedness; provided that any Credit Extension of Revolving A Loans, Revolving B
Loans and/or Revolving C Loans on the Sixth Amendment Closing Date shall be limited to any Sixth Amendment Closing Date Revolver Draw.


 


6.12         ERISA
Compliance; Canadian Plans.


 


(a)            Do,
and cause each of its ERISA Affiliates to do, each of the following: (i) maintain each Plan in compliance in all material respects
with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state Law; (ii) cause each Plan that is
qualified under Section 401(a) of the Internal Revenue Code to maintain such qualification; and (iii) make all required
contributions to any Plan subject to Section 412, Section 430 or Section 431 of the Internal Revenue Code, in each case,
except as would not reasonably be expected to have a Material Adverse Effect.


 


(b)            Do,
cause each of its Subsidiaries to do, the following in respect of each Canadian Plan: (i) maintain such Canadian Plan and the registration
thereof in compliance in all material respects with its terms and all applicable Laws; (ii) not to cause or permit anything that
would result in the loss of the registration of such Canadian Plan; and (iii) make all required contributions on a timely basis
to such Canadian Plan, in each case, except as would not reasonably be expected to have a Material Adverse Effect.


 


6.13         Additional
Guarantors.


 


(a)            Within
thirty days (or such later date as the Administrative Agent may agree in its sole discretion) after any Person becomes a U.S. Subsidiary
or Canadian Subsidiary (in each case, that is not an Excluded Subsidiary), cause such Person to (i) become a Guarantor by executing
and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably request
for such purpose, and (ii) upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent
such Organization Documents, resolutions and customary favorable opinions of counsel in connection with such Joinder Agreement or such
other documents referenced to in the foregoing clause (i), all in form, content and scope reasonably satisfactory to the
Administrative Agent.


 


(b)            Notwithstanding
anything to the contrary contained herein, cause any Subsidiary (including any Excluded Subsidiary) that Guarantees the Long-Term
Financing but is not a Loan Party to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder
Agreement or such other documents as the Administrative Agent shall reasonably request for such purpose, and (ii) upon the
request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents,
resolutions and customary favorable opinions of counsel in connection with such Joinder Agreement or such other documents referenced
to in the foregoing clause (i), all in form, content and scope reasonably satisfactory to the Administrative
Agent.


 






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(c)            Cause
such Subsidiaries of the Company as are reasonably acceptable to the Administrative Agent (it being understood that any Subsidiary organized
under the Laws of Canada or any province or territory thereof, the United States or any State thereof or the District of Columbia, Australia,
Japan, Mexico, Netherlands or the United Kingdom is acceptable) to become Guarantors such that at least 67.5% of the Consolidated EBITDA
(determined as of the most recent fiscal quarter end for which financial statements have been delivered pursuant to Section 6.01(a) or
6.01(b)) is attributable to Persons that are Loan Parties (the “Minimum Guaranty Requirement”). Such additional
Guarantors shall (A) execute and deliver to the Administrative Agent a Joinder Agreement or such other documents as the Administrative
Agent shall reasonably request for such purpose, and (B) upon the request of the Administrative Agent, deliver to the Administrative
Agent such Organization Documents, resolutions and customary favorable opinions of counsel, all in form, content and scope reasonably
satisfactory to the Administrative Agent.


 


6.14         Pledged
Assets.


 


(a)            Equity
Interests. Subject to the exceptions and limitations set forth in the Loan Documents, cause 100% of the issued and outstanding Equity
Interests of each Subsidiary directly owned by any North American Loan Party (other than Excluded Property) to be subject at all times
to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents,
and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably
request including any filings and deliveries to perfect such Liens and customary favorable opinions of counsel all in form and substance
reasonably satisfactory to the Administrative Agent; provided, however, notwithstanding anything to the contrary in this
Agreement or any other Loan Document, in the case of any pledge of the Equity Interests of any CFC or of the Equity Interests of any
U.S. Subsidiary all or substantially all of the assets of which consist of the Equity Interests of one or more CFCs, in each case,
such pledge shall be limited to 65% (or such greater percentage that (i) could not reasonably be expected to cause the undistributed
earnings of such CFC or of the CFCs owned by such U.S. Subsidiary as determined for United States federal income tax purposes, to
be treated as a deemed dividend for United States federal income tax purposes and (ii) could not reasonably be expected to cause
any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas.
Reg. Section 1.956-2(c)(2)) 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 such CFC or such U.S. Subsidiary, as the case may be.


 


(b)            Other
Property. Subject to the exceptions and limitations set forth in the Loan Documents, cause all property (other than Excluded
Property) of each North American Loan Party to be subject at all times to first priority, perfected Liens in favor of the
Administrative Agent to secure the Obligations pursuant to the Collateral Documents (subject to Permitted Liens) and, in connection
with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request
including filings and deliveries necessary to perfect such Liens, Organization Documents, resolutions and favorable opinions of
counsel to such Person, all in form, content and scope reasonably satisfactory to the Administrative Agent and subject to the
exceptions and limitations set forth in the Loan Documents; provided, however, that, notwithstanding anything to the
contrary in this Agreement or any other Loan Document, no assets owned by any CFC, any U.S. Subsidiary all or substantially all
of the assets of which consist of the Equity Interests of one or more CFCs or any U.S. Subsidiary that is a Subsidiary of a
CFC, shall be required to be subject to a Lien hereunder to support the Obligations of, or any Guaranty of, any U.S. Borrower
or U.S. Guarantor. Such Liens in personal property and deliveries in connection therewith will be provided promptly, but in the
case of Subsidiaries consisting of or possessing Collateral that are formed or acquired after the Closing Date, within thirty (30)
days (or such longer period as the Administrative Agent may agree) of formation or acquisition.


 






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(c)            EuroAuction
Acquisition. Notwithstanding anything in this Section 6.14 to the contrary, with respect to the EuroAuction Acquisition,
(i) the only conditions to any Borrowing of a Delayed-Draw Term Loan the proceeds of which are used solely to finance any portion
of the EuroAuction Acquisition shall be as set forth in Section 4.03, and (ii) the provisions of this Section 6.14
shall not apply until after the consummation of the EuroAuction Acquisition.


 


(d)            Foreign
Collateral Documents. Notwithstanding anything in this Section 6.14 to the contrary, unless the Company otherwise agrees,
nothing in this Section 6.14 or in any Loan Document shall require any Loan Party or any of their Subsidiaries to enter into
any Collateral Documents governed by, or take any steps to perfect a security interest under, the Law of any jurisdiction other than
the United States or Canada (or any political subdivision thereof).


 


(e)            IAA
Acquisition. Notwithstanding anything in this Section 6.14 to the contrary, with respect to the IAA Acquisition, (i) the
only conditions to any Borrowing of a New Term A Loan or any Sixth Amendment Closing Date Revolver Draw the proceeds of which are used
solely to finance any portion of the IAA Acquisition Transactions shall be as set forth in Section 4 of the Sixth Amendment and
(ii) the provisions of clauses (a) through (d) of this Section 6.14 shall not apply until after
the consummation of the IAA Acquisition.


 


6.15         Anti-Corruption
Laws.


 


Conduct its businesses in
compliance with the United States Foreign Corrupt Practices Act of 1977, the Corruption of Foreign Public Officials Act (Canada), the
UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions and maintain policies and procedures designed
to promote and achieve compliance with such laws.


 






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Article VII

NEGATIVE COVENANTS


 


Until the Facility Termination
Date, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly:


 


7.01         Liens.


 


Create, incur, assume or
suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:


 


(a)            Liens
pursuant to any Loan Document;


 


(b)            Liens
securing (i) the Senior Secured Bridge Facility (subject to an Intercreditor Agreement), (ii) the Senior Notes (subject to
an Intercreditor Agreement to the extent the Senior Notes are secured), (iii) the Existing 2025 Notes and (iv) obligations
existing on the Sixth Amendment Closing Date and listed on Schedule 7.01, and, in each case of clause (i) –
(iv), any renewals, refinancings or extensions thereof, provided that any renewal, refinancing or extension of the obligations
secured or benefited thereby is not prohibited by Section 7.03, and provided further, in the case of clause (iv),
additional property (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed thereto)
does not become subject to such Lien;


 


(c)            Liens
(other than Liens imposed under ERISA, and other than Liens imposed under any Laws governing the administration of any Canadian Plans)
for taxes, assessments or governmental charges or levies not overdue for a period of more than 30 days or which are being contested in
good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books
of the applicable Person in accordance with GAAP (to the extent required thereby);


 


(d)            statutory
or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen and suppliers, construction Liens and other Liens imposed
by law (including Liens imposed under Laws governing the administration of Canadian Plans) or pursuant to customary reservations or retentions
of title arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for a period of
more than 30 days and are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate
proceedings for which adequate reserves determined in accordance with GAAP have been established;


 


(e)            pledges
or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social
security legislation, other than any Lien imposed by ERISA and other than Liens in respect of any Canadian Plans relating to pensions,
and pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of insurance
carriers providing property, casualty or liability insurance to the Company or any of its Subsidiaries;


 






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(f)            deposits
to secure the performance of bids, trade contracts, government contracts and leases (other than Indebtedness), statutory obligations,
surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health safety
and environmental obligations) incurred in the ordinary course of business;


 


(g)            easements,
rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount,
and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary
conduct of the business of the applicable Person;


 


(h)            Liens
securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of
Default under Section 8.01(h);


 


(i)            Liens
securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber
any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products
thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (ii) such Liens
attach to the acquired property concurrently with or within 270 days after the acquisition thereof;


 


(j)            leases,
licenses, sublicenses or subleases granted to others not interfering in any material respect with the business of the Company and its
Subsidiaries, taken as a whole;


 


(k)            any
interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements
in foreign jurisdictions) relating to, leases permitted by this Agreement;


 


(l)            Liens
deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02(a);


 


(m)            (i) normal
and customary rights of netting and/or setoff upon deposits of cash in favor of banks or other depository institutions (including for
the avoidance of doubt under any Cash Pooling Arrangements) and (ii) Liens arising from Cash Pooling Arrangements or granted in
support thereof;


 


(n)            Liens
of a collection bank arising under Section 4-210 of the Uniform Commercial Code, or other applicable Law, on items in the course
of collection;


 


(o)            Liens
(including cash collateral) encumbering assets of Subsidiaries that are not Loan Parties securing Indebtedness permitted under Section 7.03(o);


 


(p)            Liens
existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a
Subsidiary; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a
Subsidiary and (ii) such Lien does not extend to or cover any other assets or property (other than proceeds or products
thereof) including, for the avoidance of doubt, any assets or property of any Loan Party;


 






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(q)            reservations,
limitations, provisos and conditions expressed in any original grants from any Governmental Authority or other grants of real or immovable
property, or interests therein, which do not materially affect the use of the affected land or detract from the value thereof;


 


(r)            Liens
in favor of customs and revenue authorities arising under Law to secure payment of customs duties in connection with the importation
of goods in the ordinary course of business;


 


(s)            the
rights reserved to or vested in Governmental Authorities by statutory provisions or by the terms of leases, licenses, franchises, grants
or permits, which affect any land, to terminate the leases, licenses, franchises, grants or permits or to require annual or other periodic
payments as a condition of the continuance thereof;


 


(t)            Liens
in favor of public utilities or to any municipalities or Governmental Authorities or other public authorities when required by such utilities,
municipalities or Governmental Authorities or such other public authorities in connection with the supply of services or utilities to
a Loan Party or Subsidiary;


 


(u)            Liens
(A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant
to Section 7.02 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements
with respect to any such Investment or any Disposition permitted under Section 7.05 (including any letter of intent or purchase
agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition
permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would
have been permitted on the date of the creation of such Lien;


 


(v)            Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(w)            in
the case of Indebtedness permitted under Section 7.03 (including the Long-Term Financing and any Sixth Amendment Closing
Date Financing) issued into escrow, Liens on the proceeds of such Indebtedness and any cash or Cash Equivalents consisting of prefunded
accrued interest accruing on, or additional funds or premium in respect of, such Indebtedness, and any investments with respect to such
proceeds, in each case for so long as such funds remain in escrow;


 


(x)            Liens
in favor of a consignor encumbering assets delivered to a Loan Party or a Subsidiary on consignment in the ordinary course of business;


 


(y)            additional
Liens; provided that (i) the aggregate outstanding amount of obligations secured in reliance on this clause (y) shall
not exceed at the time of incurrence thereof the greater of $250,000,000 and 20% of Consolidated EBITDA as of the most recent four
fiscal quarter period preceding the date of such transaction for which financial statements were required to be delivered pursuant
to Section 6.01(a) or 6.01(b) on a Pro Forma Basis, determined as of the date such Lien is incurred and
(ii) such Liens (other than Liens securing obligations in an aggregate principal amount not to exceed at any one time
outstanding $100,000,000) do not encumber assets of Borrowers that are not U.S. Borrowers or Canadian Borrowers.


 






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7.02         Investments.


 


Make any Investments, except:


 


(a)            Investments
by such Loan Party or such Subsidiary held in the form of cash or Cash Equivalents;


 


(b)            (i) Investments
existing as of the Sixth Amendment Closing Date and set forth on Schedule 7.02 and (ii) Investments existing as of the
Fourth Amendment Effective Date by the Company or any Subsidiary in the Company or any Subsidiary and any modification, renewal or extension
thereof; provided that the amount of the original Investment is not increased except as otherwise permitted by this Section 7.02;


 


(c)            Investments
in the Company and Investments in Wholly-Owned Subsidiaries, so long as (i) no Event of Default exists immediately prior and immediately
after giving effect thereto and (ii) immediately after giving effect to any such Investment on a Pro Forma Basis, the Loan Parties
are in compliance with the financial covenants set forth in Section 7.11;


 


(d)            Investments
by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a Loan Party, and Investments by any Loan Party in another
Loan Party;


 


(e)            Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in
the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account
debtors to the extent reasonably necessary in order to prevent or limit loss;


 


(f)            Guarantees
permitted by Section 7.03;


 


(g)            (i) Investments
made in accordance with the Company’s investment policy as in effect from time to time, and (ii) Investments funded with net
proceeds of any issuance of Equity Interests by the Company;


 


(h)            Permitted
Acquisitions;


 


(i)            Investments
received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and
suppliers, in each case in the ordinary course of business;


 






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(j)            loans
or advances to officers and employees of any Loan Party or any Subsidiary for travel arising in the ordinary course of business for reasonable
and customary business-related travel, entertainment, relocation and analogous ordinary business purposes in an aggregate amount not
to exceed $30,000,000 at any time outstanding;


 


(k)            to
the extent constituting Investments, the creation of Liens, the consummation of fundamental changes, the consummation of Dispositions
and the making of Restricted Payments permitted under Sections 7.01, 7.04, 7.05 and 7.06, respectively
(and in each case, without reference to this Section 7.02);


 


(l)            promissory
notes and other noncash consideration received in connection with any Disposition permitted hereunder;


 


(m)            advances
in the form of prepayments of expenses, so long as such expenses were incurred in the ordinary course of business and are paid in accordance
with customary trade terms;


 


(n)            Investments
in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers
consistent with past practices;


 


(o)            (i) intercompany
advances among the Company and its Subsidiaries arising from their cash management and accounting operations, (ii) intercompany
loans, advances, or Indebtedness among the Company and its Subsidiaries having a term not exceeding 364 days (inclusive of any rollover
or extensions of terms) and made in the ordinary course of business and (iii) to the extent constituting Investments, obligations
permitted pursuant to Section 7.03(l)(ii);


 


(p)            Investments
represented by Swap Contracts permitted under Section 7.03;


 


(q)            Investments
in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Article 4
customary trade arrangements with customers consistent with past practices;


 


(r)            advances
of payroll payments to employees in the ordinary course of business;


 


(s)            advances
to customers pursuant to underwritten contracts in the ordinary course of business;


 


(t)            other
Investments; provided that at the time any such Investment is made, (i) no Event of Default exists and (ii) the aggregate
outstanding amount of all Investments made in reliance on this clause (t) does not exceed the greater of $400,000,000
and 35% of Consolidated EBITDA as of the most recent four fiscal quarter period preceding the date of such transaction for which financial
statements were required to be delivered pursuant to Section 6.01(a) or 6.01(b) on a Pro Forma Basis, determined
as of the date such Investment is made; and


 






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(u)            additional
Investments so long as (i) immediately after giving effect to such Investment, no Event of Default exists, and (ii) immediately
after giving effect to each such Investment on a Pro Forma Basis, the Consolidated Leverage Ratio as of the most recent four fiscal quarter
period preceding the date of such transaction for which financial statements were required to be delivered pursuant to Section 6.01(a) or
6.01(b) is less than or equal to 3.25:1.00.


 


For purposes of determining
compliance with this Section 7.02, in the event that a proposed Investment (or portion thereof) meets the criteria of clauses (a) through
(u) above, the Company will be entitled to classify or later reclassify (based on circumstances existing on the date of such
reclassification) such Investment (or portion thereof) between such clauses (a) through (u), in a manner that
otherwise complies with this Section 7.02.


 


7.03         Indebtedness.


 


Create, incur, assume or
suffer to exist any Indebtedness, except:


 


(a)            Indebtedness
under the Loan Documents;


 


(b)            Indebtedness
under (i) the Senior Notes; provided that (x) no Person shall guarantee the Senior Notes that is not a Guarantor, (y) if
secured, no assets or property shall secure the Senior Notes that is not Collateral and the Senior Notes shall be subject to an Intercreditor
Agreement and (z) the Senior Notes shall have a maturity date that is no earlier than the date that is 91 days after the Maturity
Date, (ii) the Senior Secured Bridge Facility, (iii) the Existing 2025 Notes and (iv) other Indebtedness outstanding on
the Sixth Amendment Closing Date set forth on Schedule 7.03, and renewals, refinancings and extensions of each of the foregoing
(i) – (iv); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing,
renewal or extension except by an amount otherwise permitted by this Section 7.03 or equal to a premium or other reasonable
amount paid, and fees and expenses incurred, in connection with such refinancing, renewal or extension and by an amount equal to any
existing commitments unutilized thereunder, (ii) the terms relating to principal amount, amortization, maturity, collateral (if
any) and subordination (if any), and other material terms (other than pricing, optional prepayment premiums and optional redemption provisions)
taken as a whole, of any such refinancing, renewal or extension are not materially less favorable to the Loan Parties and their Subsidiaries
or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended or otherwise are customary for similar Indebtedness
in light of then-prevailing market conditions at the time of incurrence (as determined by the Company in good faith) and (iii) if
the Indebtedness being refinanced was subject to an Intercreditor Agreement, then any refinancing, renewal or extension in respect thereof,
to the extent secured, shall be subject to an Intercreditor Agreement;


 


(c)            intercompany
Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to an International
Subsidiary (other than a Canadian Subsidiary that is a Loan Party) such Indebtedness shall not be prepaid unless no Event of Default
exists immediately prior to or immediately after giving effect to such prepayment;


 






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(d)            obligations
(contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were) entered into
by such Person in the ordinary course of business for the purpose of mitigating risks associated with liabilities, commitments, investments,
assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not
for purposes of speculation or taking a “market view”;


 


(e)            purchase
money Indebtedness (including obligations in respect of finance leases) incurred to finance the acquisition, construction, repair, replacement
or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that at the time of any
such incurrence of such Indebtedness the aggregate outstanding principal amount of all such Indebtedness in reliance on this clause (e) shall
not exceed at any one time outstanding the greater of (A) $350,000,000 and (B) 30% of Consolidated EBITDA as of the most recent
four fiscal quarter period preceding the date of such transaction for which financial statements were required to be delivered pursuant
to Section 6.01(a) or 6.01(b) on a Pro Forma Basis, determined as of the date such Indebtedness is incurred;


 


(f)            the
Long-Term Financing (and renewals, refinancings and extensions thereof; provided that (i) the amount of such Indebtedness
is not increased at the time of such refinancing, renewal or extension except by an amount otherwise permitted under this Section 7.03
or equal to a premium or other reasonable amount paid, and fees and expenses incurred, in connection with such refinancing, renewal
or extension and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount,
amortization, maturity, collateral (if any) and subordination (if any), and other material terms (other than pricing, optional prepayment
premiums and optional redemption provisions) taken as a whole, of any such refinancing, renewal or extension are not materially less
favorable to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended
or otherwise are customary for similar indebtedness in light of then-prevailing market conditions at the time of incurrence (as determined
by the Company in good faith));


 


(g)            the
Secured Foreign Credit Facilities;


 


(h)            (i) unsecured
Indebtedness assumed in connection with an Acquisition in an aggregate principal amount not to exceed $150,000,000 at any one time outstanding
and (ii) Indebtedness of any Person that becomes a Subsidiary after the Sixth Amendment Closing Date; provided that (A) such
Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person
becoming a Subsidiary and (B) after giving effect to the Acquisition of such Subsidiary on a Pro Forma Basis, the Loan Parties are
in compliance with the financial covenants set forth in Section 7.11;


 


(i)            other
Indebtedness; provided that, at the time of any such incurrence of Indebtedness, the aggregate principal amount of
Indebtedness that is outstanding in reliance on this clause (i) shall not exceed the greater of $300,000,000 and
25% of Consolidated EBITDA as of the most recent four fiscal quarter period preceding the date of such transaction for which
financial statements were required to be delivered pursuant to Section 6.01(a) or 6.01(b) on a Pro
Forma Basis, determined as of the date such Indebtedness is incurred;


 






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(j)            Guarantees
with respect to Indebtedness permitted under this Section 7.03;


 


(k)            Indebtedness
owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company in the
ordinary course of business;


 


(l)            obligations
pursuant to (i) any Cash Management Agreement and other Indebtedness in respect of netting services, overdraft protections and similar
arrangements and Indebtedness arising from the honoring of a bank or other financial institution of a check, draft or similar instrument
drawn against insufficient funds in the ordinary course of business and (ii) Cash Pooling Arrangements (including for the avoidance
of doubt any Indebtedness arising vis a vis the Cash Pooling Arrangements providers and/or between any of the Company and/or Subsidiaries
of the Company as a whole by reason of the implementation of such Cash Pooling Arrangements);


 


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


 


(n)            (i) Indebtedness
in the form of earn-outs, indemnification, incentive, non-compete, consulting or other similar arrangements and other contingent obligations
in respect of the EuroAuction Acquisition, any other Acquisitions or any other Investments permitted by Section 7.02 (both
before and after any liability associated therewith becomes fixed) and (ii) Indebtedness arising from agreements providing for indemnification
related to sales of goods or adjustment of purchase price or similar obligations in any case incurred in connection with the Disposition
of any business, assets or Subsidiary;


 


(o)            Indebtedness
of International Subsidiaries (other than Canadian Subsidiaries) in connection with letters of credit and bank guarantees; provided
that, at the time of any such incurrence of Indebtedness, the aggregate principal amount of Indebtedness that is outstanding in reliance
on this clause (o) shall not exceed the greater of $125,000,000 and 10% of Consolidated EBITDA as of the most recent
four fiscal quarter period preceding the date of such incurrence of Indebtedness for which financial statements were required to be delivered
pursuant to Section 6.01(a) or 6.01(b) on a Pro Forma Basis, determined as of the date such Indebtedness
is incurred; and


 


(p)            other
unsecured Indebtedness; provided that, after giving effect to the incurrence thereof on a Pro Forma Basis, the Loan Parties are
in compliance with the financial covenant set forth in Section 7.11(a).


 


For purposes of
determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than
one of the categories of Indebtedness described in clauses (a) through (p) above, the Borrowers shall,
in their sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion
thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses.


 






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7.04         Fundamental
Changes.


 


Merge, dissolve, liquidate,
amalgamate or consolidate with or into another Person, except that so long as no Event of Default exists or would result therefrom, (a) the
Company may merge, amalgamate or consolidate with any of its Subsidiaries provided that the Company is the continuing or surviving
Person, (b) any Subsidiary may merge or consolidate with any other Subsidiary provided that (i) if a North American
Loan Party is a party to such transaction, a North American Loan Party is the continuing or surviving Person and (ii) if a Loan
Party (other than a North American Loan Party) is a party to such transaction, a Loan Party is the continuing or surviving Person, (c) the
Company or any Subsidiary may merge with any other Person in connection with a Permitted Acquisition or other Investment permitted hereunder
provided that (i) if the Company is a party to such transaction, the Company is the continuing or surviving Person and (ii) if
a Loan Party is a party to such transaction, a Loan Party is the surviving Person, (d) any Subsidiary (other than a Borrower) may
dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable,
would not reasonably be expected to have a Material Adverse Effect, and (e) any Subsidiary (other than a Borrower) may merge, dissolve,
liquidate, amalgamate or consolidate with or into another Person to effect any Disposition permitted under Section 7.05.


 


7.05         Dispositions.


 


Make any Disposition except:


 


(a)            Permitted
Transfers and Specified Property Sales;


 


(b)            Dispositions
made in connection with the consummation of the IAA Acquisition that are necessary or advisable to comply with applicable Law or to avoid
any impediment to the consummation of the IAA Acquisition under any applicable Law;


 


(c)            Dispositions
of real property so long as the aggregate net book value of all real property sold or otherwise disposed of by the Loan Parties and their
Subsidiaries pursuant to this Section 7.05(c) after the Sixth Amendment Closing Date in any fiscal year of the Company
shall not exceed $150,000,000, and during the term of this Agreement (beginning with the Sixth Amendment Closing Date) shall not exceed
$300,000,000; and


 


(d)            other
Dispositions so long as (i) in the case of any such Dispositions involving assets with a net book value in excess of
$10,000,000, at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous
with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of,
(ii) such transaction does not involve the sale or other disposition of a minority equity interest in any Loan Party,
(iii) such transaction does not involve a sale or other disposition of receivables other than (x) notes receivable and
(y) receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted
under this Section 7.05, and (iv) the aggregate net book value of all of the assets sold or otherwise disposed of
by the Loan Parties and their Subsidiaries in all such transactions pursuant to this Section 7.05(d) after the
Sixth Amendment Closing Date (x) in any fiscal year of the Company shall not exceed $150,000,000 and (y) during the term
of this Agreement shall not exceed $300,000,000; provided, that for the purposes of clause (i) above, any
Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value as determined by the
Company in good faith, taken together with all other Designated Non-Cash Consideration received that is at that time outstanding,
not in excess of $20,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the
time received and without giving effect to subsequent changes in value, shall be deemed to be cash.


 






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7.06         Restricted
Payments.


 


Declare or make, directly
or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:


 


(a)            each
Subsidiary may make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective
holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;


 


(b)            each
Loan Party and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests
of such Person;


 


(c)            so
long as no Event of Default exists immediately prior to and immediately after giving effect thereto, the Company may make additional
Restricted Payments in an aggregate amount during any fiscal year of the Company not to exceed $500,000,000; provided that (i) after
giving effect to any such Restricted Payment on a Pro Forma Basis, the Loan Parties shall be in compliance with the financial covenants
in Section 7.11 and (ii) any unused portion of the preceding basket for any fiscal year (commencing with the fiscal
year in which the Closing Date occurred) may be carried forward to the succeeding fiscal years; and


 


(d)            additional
Restricted Payments shall be permitted; provided that (i) after giving effect to any such Restricted Payment on a Pro Forma
Basis, the Consolidated Leverage Ratio shall be less than or equal to 3.00 to 1.00 and (ii) no Event of Default exists immediately
prior to and immediately after giving effect thereto.


 


7.07         Change
in Nature of Business.


 


Engage in any material line
of business substantially different from those lines of business conducted by the Loan Parties and their Subsidiaries on the Sixth Amendment
Closing Date or by IAA on the Sixth Amendment Closing Date or any business reasonably related or incidental, synergistic, ancillary or
complementary to any of the foregoing or constituting a reasonable extension of any of the foregoing.


 






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7.08         Transactions
with Affiliates.


 


Enter into any transaction
or series of transactions with any Affiliate of such Person, whether or not in the ordinary course of business, involving aggregate consideration
in excess of $1,000,000, other than (a) advances of working capital to any Loan Party or any Subsidiary, (b) transfers of cash
and assets to any Loan Party or any Subsidiary, (c) transactions with an Affiliate permitted by Section 7.02, Section 7.03,
Section 7.04, Section 7.05 or Section 7.06, (d) normal and reasonable compensation and reimbursement
of expenses of officers and directors, (e) transactions between or among Loan Parties, or any entity that becomes a Loan Party as
a result of such transaction, and transactions between or among the Company and its Subsidiaries not involving any other Affiliate, (f) employment,
bonus, retention and severance arrangements with, and payments of compensation or benefits to or for the benefit of, or the payment of
customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, current or former employees, consultants,
officers or directors of the Company and its Subsidiaries in the ordinary course of business, (g) issuances of Equity Interests
of the Company not prohibited by this Agreement, and (h) except as otherwise specifically limited in this Agreement, other transactions
which are on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms’
length transaction with a Person other than an Affiliate. For purposes of this Section 7.08, such transaction shall be deemed
to have satisfied the standard set forth in clause (h) of this Section 7.08 if such transaction is approved
by a majority of the Disinterested Directors of the board of directors (or comparable governing body) of the Company or such Person,
as applicable, in a resolution certifying that such transaction is on terms substantially as favorable to the Company or such Person
than could be obtained on an arm’s-length basis from unrelated third parties.


 


7.09         Burdensome
Agreements.


 


Enter into, or permit to
exist, any Contractual Obligation that (a) restricts the ability of any such Person to (i) make Restricted Payments to any
Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan
Party, (iv) pledge its property pursuant to the Loan Documents or (v) act as a Loan Party pursuant to the Loan Documents
or any renewals, refinancings, exchanges, refundings or extension thereof, except for (1) this Agreement and the other
Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 7.03(e), provided
that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith,
(3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction
contained therein relates only to the asset or assets subject to such Permitted Lien, (4) customary restrictions and conditions
contained in any agreement relating to the sale of any property permitted under Section 7.05 pending the consummation of
such sale, (5) any document or instrument governing the Long-Term Financing or any Sixth Amendment Closing Date Financing,
(6) Contractual Obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as
such Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary and the restrictions
contained therein do not apply the Company or any other Subsidiary, (7) prohibitions, restrictions and conditions imposed by
any requirement of Law, (8) agreements evidencing Indebtedness of a Subsidiary that is not a Loan Party that is permitted by Section 7.03
but only until such time (if any) as such Subsidiary becomes a Loan Party, (9) customary provisions in joint venture agreements
and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such
joint venture entered into in the ordinary course of business, (10) customary restrictions on leases, subleases, licenses or
asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (11) customary
provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Subsidiary, (12)
customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (13) customary
restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (14)
customary restrictions arising in connection with cash or other deposits permitted under Section 7.01, (15) restrictions
imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 7.03 that
are, taken as a whole, in the good faith judgment of the Company, no more restrictive with respect to the Company and its
Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the
restrictions contained in this Agreement), so long as the Company shall have determined in good faith that such restrictions will
not affect its obligation or ability to make any payments required hereunder or otherwise perform its obligations hereunder or (16)
customary restrictions under agreements relating to Cash Pooling Arrangements, or (b) requires the grant of any security for
any obligation if such property is given as security for the Obligations except for any document or instrument governing the
Long-Term Financing or any Sixth Amendment Closing Date Financing.


 






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7.10         Use
of Proceeds.


 


Use the proceeds of any Credit
Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within
the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund
indebtedness originally incurred for such purpose in each case in violation of Regulation U.


 


7.11         Financial
Covenants.


 


(a)            Consolidated
Leverage Ratio. Permit the Consolidated Leverage Ratio as (i) of the last day of the fiscal quarter of the Company in which
the Sixth Amendment Closing Date occurred or as of the last day of any of the next four full fiscal quarters of the Company thereafter
to exceed 4.50:1.00, (ii) of the last day of the fifth full fiscal quarter after the Sixth Amendment Closing Date or any of the
next three full fiscal quarters of the Company thereafter, to exceed 4.25:1.00, (iii) of the last day of the ninth full fiscal quarter
after the Sixth Amendment Closing Date or any of the next three full fiscal quarters of the Company thereafter, to exceed 3.75:1.00 and
(iv) of the last day of the thirteenth full fiscal quarter after the Sixth Amendment Closing Date and thereafter, to exceed 3.50:1.00.


 


Notwithstanding the foregoing,
during a Specified Acquisition Period, the otherwise applicable maximum Consolidated Leverage Ratio permitted above shall increase
by 0.50 so long as the Company is in compliance with the Consolidated Leverage Ratio (as adjusted for the Specified Acquisition
Period) recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Company has delivered
financial statements pursuant to Section 6.01(a) or 6.01(b) after giving effect to the applicable
Specified Acquisition on a Pro Forma Basis; provided that (i) no more than one Specified Acquisition Period shall be in
effect at any time, (ii) following a Specified Acquisition Period, the maximum permitted Consolidated Leverage Ratio shall
revert to the maximum Consolidated Leverage Ratio permitted above for at least two fiscal quarters before another Specified
Acquisition Period may be invoked and (iii) in no event shall the maximum Consolidated Leverage Ratio permitted by this Section 7.11(a) exceed
4.50 to 1.00.


 






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(b)            Consolidated
Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the last day of any fiscal quarter of the Company
to be less than 2.75 to 1.00.


 


7.12         Prepayment
of Certain Other Indebtedness, Etc.


 


(a)            Unless
no Event of Default exists or would result therefrom or if such Indebtedness is Junior Financing, amend or modify any of the terms of
any Indebtedness of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents) in a manner materially
adverse to the Administrative Agent or the Lenders.


 


(b)            Unless
no Event of Default exists or would result therefrom, make any voluntary or optional prepayment or redemption or acquisition for value
of (including by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when
due) or exchange of any Junior Financing; it being understood that each of the following shall be permitted: (1) indemnity and expense
reimbursement payments, (2) the refinancing thereof with the Net Cash Proceeds of, or in exchange for, any Indebtedness permitted
under Section 7.03, provided that (x) the amount of such Indebtedness is not increased at the time of such refinancing
except by an amount otherwise permitted by this Section 7.03 or equal to a reasonable premium or other reasonable amount
paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments
unutilized thereunder and (y) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination
(if any), and other material terms (other than pricing) taken as a whole, of any such refinancing are not materially less favorable,
taken as a whole, to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Junior Financing being refinanced,
(3) the conversion of any Junior Financing to common Equity Interests of the Company, (4) the prepayment of intercompany Indebtedness
of the Company or any Subsidiary owed to the Company or any other Subsidiary or the prepayment of any other Junior Financing with the
proceeds of any other Junior Financing otherwise permitted by Section 7.03 or the net proceeds of any issuance of common
Equity Interests, and (5) other prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financing
shall be permitted so long as (A) immediately prior to and immediately after giving effect to such prepayment, redemption, purchase,
defeasance or other payment, no Event of Default exists, and (B) the Consolidated Leverage Ratio as of the most recent four fiscal
quarter period preceding the date of such transaction for which financial statements were required to be delivered pursuant to Section 6.01(a) or
6.01(b) (immediately preceding such prepayment, redemption, acquisition, exchange, purchase, defeasance or other payment
for which financial statements are available or required to have been delivered hereunder on a Pro Forma Basis giving effect to such
prepayment, redemption, purchase, defeasance or other payment) is less than 3.00:1.00.


 






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Notwithstanding the foregoing,
in no event shall any of the actions described in this Section 7.12 be taken in violation of any applicable subordination
agreement or subordination provisions.


 


7.13         Organization
Documents; Fiscal Year.


 


(a)            Amend,
modify or change its Organization Documents in a manner materially adverse to the Lenders.


 


(b)            Change
its fiscal year.


 


7.14         Sanctions.


 


Directly or indirectly, use
any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or
the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction,
that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person
(including any Person participating in the transaction, whether as Lender, arranger, Administrative Agent, L/C Issuer, Swing Line Lender,
or otherwise) of Sanctions.


 


7.15         Anti-Social
Force.


 


Become a member of an Anti-Social
Group, have any Anti-Social Relationship or engage in any Anti-Social Conduct, whether directly or indirectly through a third party.


 


7.16         Anti-Corruption
Laws.


 


Directly or indirectly use
the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the
Corruption of Foreign Public Officials Act (Canada), the UK Bribery Act 2010 or other similar anti-corruption legislation in other jurisdictions.


 


7.17          Canadian
Defined Benefit Pension Plan.


 


Maintain, contribute to,
or incur any liability or contingent liability in respect of a Canadian Defined Benefit Pension Plan.


 


Article VIII

EVENTS OF DEFAULT AND REMEDIES


 


8.01         Events
of Default.


 


Any of the following shall
constitute an Event of Default:


 


(a)            Non-Payment.
Any Loan Party fails to pay (i) when and as required to be paid herein, and in the currency required hereunder, any amount of
principal of any Loan or any L/C Obligation, or (ii) within five Business Days after the same becomes due, any interest on any
Loan or on any L/C Obligation, any fee due hereunder or any other amount payable hereunder or under any other Loan Document;
or


 






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(b)            Specific
Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(a),
6.05(a) (with respect to the legal existence of the Borrowers only) or 6.11 or Article VII; or


 


(c)            Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or
(b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty days
after the earlier of (i) the Company’s receipt of written notice thereof from the Administrative Agent or (ii) any Responsible
Officer of the Company obtains actual knowledge thereof; or


 


(d)            Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Loan
Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect in any
material respect when made or deemed made; or


 


(e)            Cross-Default.
(i) Any Loan Party or any Subsidiary (A) fails to make any payment when due (after giving effect to the applicable grace
periods, if any) (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any
Indebtedness (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount
(including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than the Threshold Amount (any such Indebtedness, “Material Indebtedness”), or
(B) fails to observe or perform any other agreement or condition relating to any such Material Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other
event is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder
or holders) to cause after the expiration of any applicable grace or cure period therefor, with the giving of notice if required,
such Material Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or
otherwise), or an offer to repurchase, prepay, defease or redeem such Material Indebtedness to be made, prior to its stated
maturity, or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early
Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to
which any Loan Party or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event
(as so defined) under such Swap Contract as to which any Loan Party or any Subsidiary is an Affected Party (as so defined) and, in
either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the
Threshold Amount; provided with respect to either a failure or event in clause (i) or (ii), such
failure or event is unremedied or is not waived by the affected creditor before the exercise of remedies under Section 8.02; provided
further that this clause (e) shall not apply to (i) secured Indebtedness that becomes due as a result of
the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder
and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing
for such Indebtedness, (ii) any Indebtedness that becomes due as a result of a refinancing thereof permitted by Section 7.03,
(iii) any reimbursement obligation in respect of a letter of credit as a result of a drawing thereunder by a beneficiary
thereunder in accordance with its terms, (iv) any Indebtedness that is mandatorily prepayable prior to the scheduled maturity
thereof with the proceeds of the issuance of Equity Interests, the incurrence of other Indebtedness or the sale or other disposition
of any assets, so long as such Indebtedness that has become due is so prepaid in full with such net proceeds required to be used to
prepay such Indebtedness when due (or within any applicable grace period) and such event shall not have otherwise resulted in an
event of default with respect to Material Indebtedness, (v) any redemption, conversion or settlement of any such Indebtedness
that is convertible into Equity Interests (and cash in lieu of fractional shares) and/or cash (in lieu of such Equity Interests in
an amount determined by reference to the price of the common stock of the Company at the time of such conversion or settlement) in
the Company pursuant to its terms unless such redemption, conversion or settlement results from a default thereunder or an event of
a type that constitutes an Event of Default or a “change of control”, “fundamental change” or similar
occurrence thereunder, (vi) prepayments required by the terms of Indebtedness as a result of customary provisions in respect of
illegality, replacement of lenders and gross-up provisions for Taxes, increased costs, capital adequacy and other similar customary
requirements and (vii) any voluntary prepayment, redemption or other satisfaction of Indebtedness that becomes mandatory in
accordance with the terms of such Indebtedness solely as the result of the Company or any Subsidiary delivering a prepayment,
redemption or similar notice with respect to such prepayment, redemption or other satisfaction so long as such Indebtedness referred
to in such notice is so prepaid, redeemed or otherwise satisfied in full; or


 






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(f)            Insolvency
Proceedings, Etc. Any Loan Party or any Subsidiary (other than any Immaterial Subsidiary) institutes or consents to the
institution of any proceeding under any Debtor Relief Law, or makes an assignment or a proposal for the benefit of creditors or
files notice of its intention to do so, institutes any other proceeding under applicable Law seeking to adjudicate it a bankrupt, in concurso
mercantil, quiebra, or an insolvent, or seeking liquidation, dissolution, winding-up, reorganization, compromise,
arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors, composition of it or its debts or any
other similar relief; or applies for or consents to the appointment of any receiver, receiver-manager, receiver and manager,
trustee, custodian, administrator, conservator, liquidator, provisional liquidator, rehabilitator, síndico or similar
officer for it or for all or any material part of its property; or any receiver, receiver-manager, receiver and manager, trustee,
custodian, administrator, conservator, liquidator, provisional liquidator, examiner, rehabilitator, síndico or similar
officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for
sixty calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its
property is instituted without the consent of such Person and continues undismissed or unstayed for sixty calendar days, or an order
for relief is entered in any such proceeding; or any step or procedure taken in connection with insolvency proceedings includes a
Dutch entity having filed a notice under Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990); provided that
this clause (f) shall not apply to any transaction consummated in compliance with clause (d) or (e) of Section 7.04;
or


 


(g)            Inability
to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary (other than any Immaterial Subsidiary) becomes (or is presumed
or deemed under applicable Law to be) unable or admits in writing its inability or fails generally to pay its debts as they become due
or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of
the property of any such Person and is not released, vacated or fully bonded within thirty days after its issue or levy; or


 






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(h)            Judgments.
There is entered against any Loan Party or any Subsidiary one or more final judgments or orders for the payment of money in an aggregate
amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not paid or covered by independent third-party
insurance as to which the insurer has been notified of the claim and does not dispute coverage) and such judgment or order shall not
have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of 30 consecutive days; or


 


(i)            ERISA.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be expected
to result in a Material Adverse Effect (or any similar event occurs in respect of any Foreign Plans which has resulted or would reasonably
be expected to result in a Material Adverse Effect), or (ii) the Company or any ERISA Affiliate 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 (or the Company or any Subsidiary fails to make any similar payment when due, after the expiration of
any applicable grace period, in respect of a Foreign Plan) which resulted or would reasonably be expected to result in a Material Adverse
Effect; or


 


(j)            Canadian
Plans. An event occurs with respect to any Canadian Plan which has resulted or would reasonably be expected to result in a Material
Adverse Effect; or


 


(k)            Invalidity
of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other
than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect
or, any Lien purported to be created under any Collateral Document shall cease to be a valid Lien on any material portion of the Collateral,
except (i) as a result of the sale or other Disposition of the applicable Collateral in a transaction permitted under the
Loan Documents, or (ii) as a result of the Administrative Agent’s failure to (A) maintain possession of any stock or
other equity certificates, promissory notes or other instruments delivered to it under the Collateral Documents or (B) file Uniform
Commercial Code or PPSA continuation statements; or any Loan Party contests the validity or enforceability of any Loan Document; or any
Loan Party denies that it has any or further liability or obligation under any Loan Document; or


 


(l)            Change
of Control. There occurs any Change of Control.


 






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8.02         Remedies
Upon Event of Default.


 


If any Event of Default occurs
and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or
all of the following actions:


 


(a)            declare
the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon
such commitments and obligation shall be terminated;


 


(b)            declare
the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby expressly waived by the Borrowers;


 


(c)            require
that the Company Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and


 


(d)            exercise
on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the
Loan Documents or applicable Law or at equity;


 


provided, however, that upon the
occurrence of an actual or deemed entry of an order for relief with respect to a Borrower under the Bankruptcy Code of the United States
or other applicable Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C
Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts
as aforesaid shall automatically become due and payable, and the obligation of the Company to Cash Collateralize the L/C Obligations
as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.


 


8.03         Application
of Funds.


 


After the exercise of remedies
provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations
have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received
on account of the Obligations shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative
Agent in the following order:


 


First, to payment
of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements
of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its
capacity as such;


 


Second, to
payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and
Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the
respective Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the
respective amounts described in this clause Second payable to them;


 






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Third, to payment
of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings,
ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable
to them;


 


Fourth, to (a) payment
of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, (b) payment of Obligations then
owing under any Secured Hedge Agreements, (c) payment of Obligations then owing under any Secured Cash Management Agreements, (d) payment
of Obligations then owing under any Secured Foreign Credit Facilities (not to exceed the maximum amount permitted under this Agreement)
and (e) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably
among the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks and the Foreign Credit Facilities Banks and the in proportion
to the respective amounts described in this clause Fourth payable to them;


 


Fifth, to all other
Obligations ratably among the holders thereof in proportion to the respective amounts described in this clause Fifth payable
to them; and


 


Last, the balance,
if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Law.


 


Subject to Sections 2.03(c) and
2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth
above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral
after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations,
if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received
from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other
Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.


 


Notwithstanding the foregoing,
Obligations arising under Secured Cash Management Agreements, Secured Hedge Agreements and Secured Foreign Credit Facilities (in each
case if not provided by the Administrative Agent or an Affiliate thereof) shall be excluded from the application described above if the
Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative
Agent may request, from the applicable Cash Management Bank, Hedge Bank or Foreign Credit Facilities Bank, as the case may be. Each Cash
Management Bank, Hedge Bank or Foreign Credit Facilities Bank not a party to this Agreement that has given the notice contemplated by
the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent
pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.


 






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Article IX

ADMINISTRATIVE AGENT


 


9.01         Appointment
and Authority.


 


Each of the Lenders and the
L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other
Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated
to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.
The provisions of this Article (other than the Company’s consent rights in Section 9.06) are solely for the benefit
of the Administrative Agent, the Lenders and the L/C Issuer, and no Loan Party shall have rights as a third party beneficiary of any
of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or
any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended
to create or reflect only an administrative relationship between contracting parties.


 


The Administrative Agent
shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender,
Swing Line Lender (if applicable), potential Hedge Banks, potential Cash Management Banks and potential Foreign Credit Facilities Banks)
and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender, the L/C Issuer
and holder of any other Obligation for purposes of acquiring, holding and enforcing any and all Liens on Collateral, together with such
powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent”
and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes
of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising
any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions
of this Article IX and Article XI (including Section 11.04(c), as though such co-agents, sub-agents
and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.


 


Without limiting the
powers of the Administrative Agent pursuant to the terms hereof or of the other Loan Documents, for the purposes of holding any
Liens granted by any of the Loan Parties pursuant to the Collateral Documents governed by the laws of the Province of Quebec, each
of the Lenders (including in its capacity as a potential Swing Line Lender, potential Hedge Bank, potential Cash Management Bank and
potential Foreign Credit Facilities Bank) and each L/C Issuer hereby acknowledges that the Administrative Agent shall be and act as
the hypothecary representative of each of the present and future Lenders (including in its capacity as a potential Swing Line
Lender, potential Hedge Bank, potential Cash Management Bank and potential Foreign Credit Facilities Bank) and L/C Issuers for all
purposes of Article 2692 of the Civil Code of Quebec (the “Hypothecary Representative”). Each of the Lenders
(including in its capacity as a potential Swing Line Lender, potential Hedge Bank, potential Cash Management Bank and potential
Foreign Credit Facilities Bank) and L/C Issuers therefore appoints, to the extent necessary, the Administrative Agent as the
Hypothecary Representative to hold the Liens created pursuant to such Collateral Documents in order to secure the Obligations. The
Administrative Agent accepts to act as Hypothecary Representative of all present and future Lenders (including in its capacity as a
potential Swing Line Lender, potential Hedge Bank, potential Cash Management Bank and potential Foreign Credit Facilities Bank) and
L/C Issuers for all purposes of Article 2692 of the Civil Code of Quebec.


 






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9.02         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, own securities of, act
as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Loan Party 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 or to provide notice to or consent of the Lenders with respect thereto.


 


9.03         Exculpatory
Provisions.


 


The Administrative Agent
shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder
shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:


 


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


 


(b)            shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents),
provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel,
may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance
of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification
or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and


 


(c)            shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall not
be liable for the failure to disclose, any information relating to any Loan Party 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.


 






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Neither the Administrative
Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent under or in connection
with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (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 11.01 and 8.02) or
(ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final
and nonappealable judgment. Any such action taken or failure to act pursuant to the foregoing shall be binding on all Lenders. The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the
Administrative Agent by the Company, a Lender or the L/C Issuer.


 


Neither the Administrative
Agent nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence
of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral
Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV
or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 


9.04         Reliance
by Administrative Agent.


 


The Administrative Agent
shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice,
request, certificate, communication, 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 be fully protected in relying 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, extension, renewal or increase of a
Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may
presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice
to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance, extension, renewal or increase 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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9.05         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 Article shall
apply to any such sub agent and to the Related Parties of the Administrative Agent and any such sub agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.
The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court
of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence
or willful misconduct in the selection of such sub-agents.


 


9.06         Resignation
of Administrative Agent.


 


(a)            The
Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Company. Upon receipt of any
such notice of resignation, the Required Lenders shall have the right, with the consent of the Company so long as no Event of Default
under Section 8.01(a), 8.01(f) or 8.01(g) exists (such consent not to be unreasonably withheld or
delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an
office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment
within thirty days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by
the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not
be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set
forth above, provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a
successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.


 


(b)            If
the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof,
the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Company and such Person remove such
Person as Administrative Agent and, with the consent of the Company so long as no Event of Default under Section 8.01(a),
8.01(f) or 8.01(g) exists (such consent not to be unreasonably withheld or delayed), appoint a successor. If
no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days (or
such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall
nonetheless become effective in accordance with such notice on the Removal Effective Date.


 






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(c)            With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed
Administrative Agent 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 Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the
Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a
successor Administrative Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the
retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the
Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(j) and
other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the
Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom
as provided above in this Section). The fees payable by the Company to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed
Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this
Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative
Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them
(i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation
or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including
(A) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (B) in
respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.


 


(d)            Any
resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C
Issuer and Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and
duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as
L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or
Canadian Prime Rate Loans, as applicable, or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c).
If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with
respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require
the Lenders to make Revolving A Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04A(c), 2.04B(c), 2.04C(c) and 2.04D(c).
Upon the appointment by the Company of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be
a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (ii) the retiring L/C Issuer and Swing
Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents and
(iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at
the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank
of America with respect to such Letters of Credit.


 






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9.07         Non-Reliance
on Administrative Agent and Other Lenders.


 


Each Lender and the L/C Issuer
expressly acknowledges that none of the Administrative Agent nor the Lead Arrangers has made any representation or warranty to it, and
that no act by the Administrative Agent or the Lead Arrangers hereafter taken, including any consent to, and acceptance of any assignment
or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by
the Administrative Agent or the Lead Arrangers to any Lender or the L/C Issuer as to any matter, including whether the Administrative
Agent or the Lead Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and
the L/C Issuer represents to the Administrative Agent and the Lead Arrangers that it has, independently and without reliance upon the
Administrative Agent, the Lead Arrangers, any other Lender or any of their Related Parties and based on such documents and information
as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations,
property, financial and other condition and creditworthiness of the Loan Parties and their Subsidiaries, and all applicable bank or other
regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend
credit to the Company hereunder. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon
the Administrative Agent, the Lead Arrangers, any other Lender or any of their Related Parties and based on such documents and information
as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking
action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder,
and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of the Loan Parties. Each Lender and the L/C Issuer represents and warrants that (i) the
Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial
loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding
commercial loans and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the purpose
of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a
claim in contravention of the foregoing. Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect
to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to
such Lender or such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold
such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing
such other facilities.


 


9.08         No
Other Duties; Etc. Anything herein to the contrary notwithstanding, none of the bookrunners, arrangers, syndication agents,
documentation agents or co-agents 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 L/C Issuer hereunder.


 






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9.09         Administrative
Agent May File Proofs of Claim; Credit Bidding.


 


In case of the pendency of
any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective
of whether the principal of any Loan or L/C 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, 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, L/C 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 L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts
due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(h), 2.03(i), 2.09 and 11.04)
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 the L/C Issuer
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 L/C Issuer, 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 Sections 2.09 and 11.04.


 


Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C
Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the
L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.


 






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The holders of the
Obligations hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or
any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations
pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more
acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the
Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States,
or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or
acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether
by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the
Obligations owed to the holders thereof shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with
respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would
vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in
allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the
acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the
Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents
providing for the governance of the acquisition vehicle or vehicles provided that any actions by the Administrative Agent
with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be
governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without
giving effect to the limitations on actions by the Required Lenders contained in clauses (a)(i) through (a)(vi) of Section 11.01,
and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any
reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle
exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned
to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the
Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Lender or
any acquisition vehicle to take any further action.


 


9.10            Collateral
and Guaranty Matters.


 


Without limiting the provisions
of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge
Bank and a potential Foreign Credit Facilities Bank) and the L/C Issuer irrevocably authorize the Administrative Agent, at its option
and in its discretion to, and the Administrative Agent shall:


 


(a)            release
any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the Facility Termination
Date, (ii) that is sold or otherwise Disposed of as part of or in connection with any sale or other disposition permitted hereunder
or under any other Loan Document or any Recovery Event, or (iii) as approved in accordance with Section 11.01;


 


(b)            subordinate
any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property
that is permitted by Section 7.01(i); and


 


(c)            release
any Guarantor from its obligations under the Guaranty if (i) the Company requests such release on the basis that such Guarantor
is not a Material Subsidiary under clause (b) of the definition of “Material Subsidiary” or, except
as provided in Section 6.13(b), has otherwise become an Excluded Subsidiary in a transaction permitted by this Agreement
or (ii) such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents.


 






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Upon request by the Administrative
Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate
its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty, pursuant
to this Section 9.10.


 


The Administrative Agent
shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value
or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate
prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any
failure to monitor or maintain any portion of the Collateral.


 


9.11         Secured
Cash Management Agreements and Secured Hedge Agreements.


 


No Cash Management Bank,
Hedge Bank or Foreign Credit Facilities Bank that obtains the benefit of Section 8.03, the Guaranty or any Collateral by
virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object
to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment
of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty
or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan
Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be
required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under
Secured Cash Management Agreements, Secured Hedge Agreements or Secured Foreign Credit Facilities except to the extent expressly provided
herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Obligations, together with such supporting
documentation as the Administrative Agent may request, from the applicable Cash Management Bank, Hedge Bank or Foreign Credit Facilities
Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements
have been made with respect to, Obligations arising under Secured Cash Management Agreements, Secured Hedge Agreements or Secured Foreign
Credit Facilities in the case of the Facility Termination Date. Each Lender hereby acknowledges and agrees (including on behalf of any
of its Affiliates that may be a Cash Management Bank, Hedge Bank or Foreign Credit Facilities Bank) that (x) obligations of the
Company or any of its Subsidiaries under any Secured Cash Management Agreement, Secured Hedge Agreement or Secured Foreign Credit Facility
shall be secured and guaranteed pursuant to the Collateral Documents to the extent that, and for so long as, the other Obligations are
so secured and guaranteed and (y) any release of Collateral or Guarantors effected in a manner permitted by this Agreement shall
not require the consent of holders of obligations under Secured Cash Management Agreements, Secured Hedge Agreements or Secured Foreign
Credit Facilities in their capacities as such.


 


9.12            ERISA
Matters.


 


(a)            Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from
the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Loan Party, that
at least one of the following is and will be true:


 


(i)            such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters
of Credit, the Commitments, or this agreement,


 






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(ii)            the
transaction exemption set forth in one or more PTEs, such as PTE 84–14 (a class exemption for certain transactions determined by
independent qualified professional asset managers), PTE 95–60 (a class exemption for certain transactions involving insurance company
general accounts), PTE 90–1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91–38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96–23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


 


(iii)            (A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE
84–14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,
participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies
the requirements of sub-sections (b) through (g) of Part I of PTE 84–14 and (D) to the best knowledge
of such Lender, the requirements of subsection (a) of Part I of PTE 84–14 are satisfied with respect to such Lender’s
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,
or


 


(iv)            such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender.


 


(b)            In
addition, unless either (1) clause (i) in the immediately preceding clause (a) is true with
respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with clause (iv) in
the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person
became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such
Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or
for the benefit of the Borrowers or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the
assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the
Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any
rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).


 






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9.13         Recovery
of Erroneous Payments.


 


Without limitation of any
other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender Party, whether
or not in respect of an Obligation due and owing by a Borrower at such time, where such payment is a Rescindable Amount, then in any
such event, each Lender Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand
the Rescindable Amount received by such Lender Party in Same Day Funds in the currency so received, with interest thereon, for each day
from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent,
at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation. Each Lender Party irrevocably waives any and all defenses, including any “discharge for value” (under
which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another)
or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender Party promptly
upon determining that any payment made to such Lender Party comprised, in whole or in part, a Rescindable Amount.


 


9.14         Intercreditor
Agreements.


 


Each of the Lenders hereby
agrees to be bound by the terms of any Intercreditor Agreement and hereby authorizes and directs the Administrative Agent to enter into
any Intercreditor Agreement on behalf of such Lender and agrees that the Administrative Agent may take such actions on its behalf as
is contemplated by the terms of any Intercreditor Agreement. In addition, each Lender and the Administrative Agent acknowledges and agrees
that (a) the rights and remedies of the Administrative Agent and Lenders hereunder and under the other Loan Documents are subject
to any such Intercreditor Agreement and (b) notwithstanding anything contained in the Loan Documents to the contrary, in the event
of a conflict between any provisions in such Intercreditor Agreement and any provisions in any Loan Document with respect to the priority
of any liens granted to the Administrative Agent and/or the exercise of any rights and remedies of the Administrative Agent, the Intercreditor
Agreement shall control.


 


Article X

GUARANTY


 


10.01       The
Guaranty.


 


Each of the Guarantors
hereby jointly and severally guarantees to each Lender, the L/C Issuer and each other holder of Obligations as hereinafter provided,
as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a
mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms
thereof. The Guarantors hereby further agree that (a) if any of the Obligations are not paid in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors
will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension
of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended
maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the
terms of such extension or renewal; and (b) if an Ipso Facto Event has occurred, then immediately on demand by the
Administrative Agent that Guarantor shall pay all Loans, accrued interest and other amounts referred to in Section 8.02(b) as
if it was the principal obligor.


 






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Notwithstanding any provision
to the contrary contained herein (including Sections 6.13 and 6.14) or in any other of the Loan Documents or the other
documents relating to the Obligations, (a) the obligations of each Guarantor under this Agreement and the other Loan Documents shall
not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable
Debtor Relief Laws and (b) any CFC, U.S. Subsidiary all or substantially all of the assets of which consist of the Equity Interests
of one or more CFCs, or U.S. Subsidiary that is a Subsidiary of a CFC only shall have liability for the Obligations of (i) the
Company, (ii) Designated Borrowers that are not U.S. Persons and (iii) any Subsidiary of the Company under any Secured
Foreign Credit Facility, and each such CFC or U.S. Subsidiary shall not have liability for the Obligations of Loan Parties that
are U.S. Persons. Subsection (b) of the preceding sentence is intended to ensure that the Guaranty does not and
will not constitute a pledge or guaranty described in Treas. Reg. Section 1.956-2(c)(2) and shall be interpreted consistently
therewith.


 


10.02       Obligations
Unconditional.


 


The obligations of the Guarantors
under Section 10.01 are joint and several, and, subject to Section 10.09 and the other limitations herein, absolute
and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other
documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for
any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which
might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Guarantor agrees that such Guarantor
shall have no right of subrogation, indemnity, reimbursement or contribution against the Company or any other Loan Party for amounts
paid under this Article X until such time as the Obligations (other than contingent indemnification obligations for which
no claim has been asserted) have been paid in full and the Commitments have expired or terminated. Without limiting the generality of
the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not
alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above:


 


(a)            at
any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations
shall be extended, renewed, settled or such performance or compliance shall be waived;


 


(b)            any
of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done
or omitted;


 






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(c)            the
maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any
respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee
of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with;


 


(d)            any
Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations
shall fail to attach or be perfected; or


 


(e)            any
of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be
subordinated to the claims of any Person (including any creditor of any Guarantor).


 


With respect to its obligations
hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and
any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against
any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other
guarantee of, or security for, any of the Obligations.


 


10.03       Reinstatement.


 


The obligations of each Guarantor
under this Article X shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf
of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether
as a result of any Debtor Relief Law or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each
other holder of the Obligations on demand for all reasonable costs and expenses (including the fees, charges and disbursements of counsel)
incurred by the Administrative Agent or such holder of the Obligations in connection with such rescission or restoration, including any
such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer
or similar payment under any Debtor Relief Law.


 


10.04       Certain
Additional Waivers.


 


Each Guarantor agrees that
such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation
pursuant to Section 10.02 and through the exercise of rights of contribution pursuant to Section 10.06.


 


10.05       Remedies.


 


The Guarantors agree
that, to the fullest extent permitted by Law, as between the Guarantors, on the one hand, and the Administrative Agent and the other
holders of the Obligations, on the other hand, the Obligations may be declared to be forthwith due and payable as specified in Section 8.02 (and
shall be deemed to have become automatically due and payable in the circumstances specified in Section 8.02) for
purposes of Section 10.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or
preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such
declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and
payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 10.01. The
Guarantors acknowledge and agree that their obligations hereunder shall be secured in accordance with the terms of the Collateral
Documents and that the holders of the Obligations may exercise their remedies thereunder in accordance with the terms thereof.


 






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10.06       Rights
of Contribution.


 


The Guarantors hereby
agree as among themselves that, if any Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right
of contribution from each other Guarantor in an amount equal to such other Guarantor’s Contribution Share (as defined below)
of such Excess Payment. The payment obligations of any Guarantor under this Section 10.06 shall be subordinate and
subject in right of payment to the Obligations until such time as the Obligations have been paid-in-full and the Commitments have
terminated, and none of the Guarantors shall exercise any right or remedy under this Section 10.06 against any other
Guarantor until such Obligations have been paid-in-full and the Commitments have terminated. For purposes of this Section 10.06,
(a) “Excess Payment” shall mean the amount paid by any Guarantor in excess of its Ratable Share of any
Obligations; (b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the
ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) the amount by which the aggregate
present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor
(including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor
hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of
the Loan Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and
unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however,
that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that
became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment
and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such
Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in
respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess
Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the
amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities,
but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value
of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the
debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of
the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for
purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a
Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess
Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such
Guarantor in connection with such Excess Payment. This Section 10.06 shall not be deemed to affect any right of
subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against any Borrower in respect of any
payment of Obligations.


 






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10.07       Guarantee
of Payment; Continuing Guarantee.


 


The guarantee in this Article X
is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to the Obligations whenever arising.


 


10.08       Keepwell.


 


Each Loan Party that is a
Qualified ECP Guarantor at the time the Guaranty in this Article X by any Loan Party that is not then an “eligible
contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security
interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation,
hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified
Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations
under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that
can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X
voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified
ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly paid and performed
in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a “keepwell,
support, or other agreement” for the benefit of each Specified Loan Party for all purposes of the Commodity Exchange Act.


 


10.09       Release
of Guarantors.


 


A Guarantor (other than the
Company) shall be automatically released from its obligations hereunder in the event that such Person ceases to be a Subsidiary as a
result of a transaction permitted under this Agreement or such Guarantor shall be liquidated in a transaction permitted by Section 7.04.
Upon the written request by the Company delivered to the Administrative Agent, a Guarantor (other than a North American Loan Party) shall
be released from its obligations under this Article X in the event that a Guaranty by such Guarantor is not required to comply
with the Minimum Guaranty Requirement. In connection with any such release of a Guarantor, the Administrative Agent shall execute and
deliver to such Guarantor, at the Company’s and such Guarantor’s expense, all releases, termination statements and other
documents that such Guarantor shall reasonably request to evidence such release.


 


10.10       Waivers
by Mexican Guarantors.


 


Each Mexican Guarantor expressly
waives, irrevocably and unconditionally:


 


(a)            any
right, power or privilege to require any Lender or the Administrative Agent to first proceed against, initiate any actions before a
court or any other judge or authority, or enforce any other rights or security or claim of payment from any Borrower, any other
Guarantor or any other Person, before claiming any amounts due from such Mexican Guarantor hereunder;


 






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(b)            any
right to which any Lender or the Administrative Agent may be entitled to have the assets of any Borrower, any Guarantor or any other
Person first be used, applied or depleted as payment of the Borrowers’ or the other Guarantors’ Obligations hereunder, prior
to any amount being claimed from or paid by such Mexican Guarantor hereunder;


 


(c)            any
right to which any Lender or the Administrative Agent may be entitled to have claims against such Mexican Guarantor, or assets to be
used or applied as payment, divided among different Guarantors; and


 


(d)            the
benefits of orden, excusión, division, quita, novación, espera and/or modificación
and any right specified in Articles 2813, 2814, 2815, 2816, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2827, 2829, 2837, 2838,
2839, 2840, 2844, 2845, 2846, 2847, 2848 and 2849 and any other related or applicable Articles that are not explicitly set forth herein
because of the Mexican Guarantor’s knowledge thereof, of the Código Civil Federal of Mexico and the Código
Civil of each State of the Mexican Republic and Mexico City.


 


10.11       Guarantees
by Irish Guarantors.


 


The guarantee by any Irish
Guarantor under this Article X does not apply to any Obligation (a) to the extent that it would result in such guarantee
constituting unlawful financial assistance within the meaning of section 82 of the Companies Act 2014 of Ireland or (b) which
relates to a standby Letter of Credit which is issued to a beneficiary resident in Ireland or, where the beneficiary is a legal person,
if its place of establishment to which the standby Letter of Credit relates is in Ireland.


 


Article XI

MISCELLANEOUS


 


11.01        Amendments,
Etc. Except as provided in Section 2.16 with respect to an Incremental Facility Amendment and except as provided in Section 3.03(c),
no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party
therefrom, shall be effective unless in writing signed by the Required Lenders (or the Administrative Agent with the consent of the Required
Lenders) and the Company or the applicable Loan Party, as the case may be (with a copy provided to the Administrative Agent) and each
such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided,
however, that


 


(a)            no
such amendment, waiver or consent shall:


 


(i)            extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the
written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02, Section 4.03
or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any
Lender);


 






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(ii)            postpone
any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest,
fees or other amounts due to the Lenders (or any of them) or any scheduled reduction of the Commitments hereunder or under any other
Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;


 


(iii)            reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (i) of
the final proviso of this first sentence of this Section 11.01) any fees or other amounts payable hereunder or under any
other Loan Document without the written consent of each Lender entitled to receive such amount; provided, however, that
(A) only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or
to waive any obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate and (B) an amendment to any
financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest
on any Loan or L/C Borrowing or to reduce any fee payable hereunder shall not be deemed to be a reduction of the principal of, or the
rate of interest specified herein on, any Loan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Loan
Document;


 


(iv)            (A) change
Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of
each Lender directly and adversely affected thereby, (B) subordinate, or have the effect of subordinating, in right of payment,
the Obligations hereunder to any other Indebtedness without the written consent of each Lender directly and adversely affected thereby
or (C) except as contemplated in Section 9.10, subordinate, or have the effect of subordinating, the Liens securing
the Obligations to Liens securing any other Indebtedness without the written consent of each Lender directly and adversely affected thereby;


 


(v)            change
any provision of this Section 11.01(a) or the percentage referred to in the definition of “Required Lenders”
without the written consent of each Lender directly and adversely affected thereby;


 


(vi)            except
as provided in this Agreement, release all or substantially all of the Collateral without the written consent of each Lender whose Obligations
are secured by such Collateral;


 


(vii)            release
the Company without the consent of each Lender, or, except in connection with a transaction permitted under Section 7.04
or Section 7.05, all or substantially all of the value of the Guaranty without the written consent of each Lender whose
Obligations are guaranteed thereby, except to the extent such release is permitted pursuant to Section 9.10 (in which
case such release may be made by the Administrative Agent acting alone);


 






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(viii)            amend
Section 1.06 or the definition of “Alternative Currency” without the written consent of each Lender and
L/C Issuer obligated to make Credit Extensions in Alternative Currencies;


 


(ix)            amend
Section 2.17 in any manner that modifies the requirement that all Lenders that would be obligated to make Loans to a Designated
Borrower must agree to the addition of such Designated Borrower; or


 


(b)            unless
also signed by the L/C Issuer, no amendment, waiver or consent shall affect the rights or duties of the L/C Issuer under this Agreement
or any Issuer Document relating to any Letter of Credit issued or to be issued by it;


 


(c)            unless
also signed by the Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of the Swing Line Lender under
this Agreement; and


 


(d)            unless
also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent
under this Agreement or any other Loan Document;


 


provided, further, that notwithstanding
anything to the contrary herein, (i) the Fee Letter and any Autoborrow Agreement may be amended, or rights or privileges thereunder
waived, in a writing executed only by the parties thereto, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy
reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy
Code of the United States supersedes the unanimous consent provisions set forth herein, (iii) Incremental Facility Amendments may
be effected in accordance with Section 2.16, (iv) the Required Lenders shall determine whether or not to allow a Loan
Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of
the Lenders, and (v) (A) the L/C Commitment reflected on Schedule 1.01(a) may be amended from time to time
by the Company, the Administrative Agent and the applicable L/C Issuer, to reflect the L/C Commitment of such L/C Issuer in effect from
time to time, (B) the U.S. Swing Line Commitment reflected on Schedule 1.01(a) may be amended from time to
time by the Company, the Administrative Agent and the U.S. Swing Line Lender to reflect the U.S. Swing Line Commitment of the
U.S. Swing Line Lender in effect from time to time, (C) the Canadian Swing Line Commitment reflected on Schedule 1.01(a) may
be amended from time to time by the Company, the Administrative Agent and the Canadian Swing Line Lender to reflect the Canadian Swing
Line Commitment of the Canadian Swing Line Lender in effect from time to time, (D) the UK Swing Line Commitment reflected on Schedule 1.01(a) may
be amended from time to time by the Company, the Administrative Agent and the UK Swing Line Lender to reflect the UK Swing Line Commitment
of the UK Swing Line Lender in effect from time to time, and (E) the Dutch Swing Line Commitment reflected on Schedule 1.01(a) may
be amended from time to time by the Company, the Administrative Agent and the Dutch Swing Line Lender to reflect the Dutch Swing Line
Commitment of the Dutch Swing Line Lender in effect from time to time.


 






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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 such 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 such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of
such Defaulting Lender.


 


Notwithstanding any provision
herein to the contrary, this Agreement may be amended with the written consent of the Administrative Agent, the L/C Issuer, the Company
and the Lenders obligated to make Credit Extensions in Alternative Currencies to amend the definition of “Alternative Currency”,
 “Alternative Currency Daily Rate” or “Alternative Currency Term Rate” solely to add additional
currency options and the applicable interest rate with respect thereto, in each case solely to the extent permitted pursuant to Section 1.06.


 


In addition,
notwithstanding anything else to the contrary contained in this Section 11.01, (a) if the Administrative Agent and
the Company shall have jointly identified any error or omission of a technical nature in any provision of the Loan Documents, then
the Administrative Agent and the Company shall be permitted to amend such provision and such amendment shall become effective
without any further action or consent of any other party to any Loan Documents, (b) in addition to (but not in limitation of)
the provisions of clause (e) below, the Administrative Agent and the Company shall be permitted to amend any
provision of any Collateral Document to better implement the intentions of this Agreement and the other Loan Documents, and in each
case, such amendments shall become effective without any further action or consent of any other party to any Loan Document if the
same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof,
(c) if any amendment to this Agreement is required solely to permit the designation of a Designated Borrower in accordance with Section 2.17,
then such amendment shall be effective to the extent contained in the related Designated Borrower Joinder Agreement that is executed
by the Company, the applicable Applicant Borrower, the Administrative Agent and each Lender obligated to make Loans to such
Designated Borrower, (d) the Administrative Agent and the Company shall be permitted to amend the this Agreement in connection
with the joinder of a new Guarantor to the extent necessary to ensure that the Guaranty by such new Guarantor complies with any
limitations imposed by applicable Law, (e) Collateral Documents and related documents executed by Loan Parties in connection
with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived
with the consent of the Administrative Agent and the applicable Loan Party without the need to obtain the consent of any other
Person if such amendment, supplement or waiver is delivered in order to comply with local law or advice of local counsel or is
expressly contemplated by the applicable Loan Document, (f) the Administrative Agent and the Company may make amendments
contemplated by Section 3.03, (g) this Agreement may be amended or amended and restated without the consent of any
Lender (but with the consent of the Company and the Administrative Agent) if, upon giving effect to such amendment or amendment and
restatement, such Lender shall no longer be a party to this Agreement (as so amended or amended and restated), the Commitments of
such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid
in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement and (h) the
Administrative Agent and the Company may amend the definition of “Applicable Rate” to reflect the Sixth Amendment
Closing Date Applicable Rate Adjustments without the need to obtain the consent of any other Person. The Lenders hereby expressly
authorize the Administrative Agent to enter into any amendment to the Loan Documents contemplated by this paragraph.


 






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11.02       Notices;
Effectiveness; Electronic Communications.


 


(a)            Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided
in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or e-mail transmission as
follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable
telephone number, as follows:


 


(i)            if
to any Loan Party, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, facsimile number, e-mail address
or telephone number specified for such Person on Schedule 11.02; and


 


(ii)            if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire
(including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in
effect for the delivery of notices that may contain material non-public information relating to the Company).


 


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


 


(b)            Electronic
Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e mail, FpML messaging, 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 L/C Issuer pursuant to Article II
if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under
such Article by electronic communication. The Administrative Agent, the Swing Line Lender, the L/C Issuer or the Company may each,
in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures
approved by it, provided that approval of such procedures may be limited to particular notices or communications.


 






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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) 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; provided that, for both
clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours
of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business
day for the recipient.


 


(c)            The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMPANY MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS IN OR OMISSIONS FROM THE COMPANY MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING
ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR
OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE COMPANY MATERIALS OR THE PLATFORM. In no event shall the Administrative
Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Company, any Lender,
the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise)
arising out of any Loan Party’s or the Administrative Agent’s transmission of Company Materials or notices through the Platform,
any other electronic platform or electronic messaging service, or through the Internet, except to the extent that such losses, claims,
damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Agent Party or such Agent Party’s breach in bad faith of its obligations
hereunder; provided, however, that in no event shall any Agent Party have any liability to the Company, any Lender, any
L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).


 


(d)            Change
of Address, Etc. Each of the Borrowers may change its address, facsimile or telephone number for notices and other
communications hereunder by notice to the Administrative Agent. Each of the Administrative Agent, the L/C Issuer and the Swing Line
Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other
parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications
hereunder by notice to the Company, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender
agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an
effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other
communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause
at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side
Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or
its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States
Federal and state securities Laws, to make reference to Company Materials that are not made available through the “Public Side
Information” portion of the Platform and that may contain material non-public information with respect to the Company or its
securities for purposes of United States Federal or state securities Laws.


 






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(e)            Reliance
by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely
and act upon any notices (including telephonic Loan Notices, Letter of Credit Applications and Swing Line Loan Notices) purportedly given
by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied
from any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related
Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly
given by or on behalf of a Loan Party; provided that such indemnity shall not be available to the extent that such losses, costs,
expenses and liabilities 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 Person and its Related Parties. All telephonic notices to and other telephonic communications
with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.


 


11.03       No
Waiver; Cumulative Remedies; Enforcement.


 


No failure by any Lender,
the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege
hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder or under any other Loan Document (including the imposition of the Default Rate) preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided, and provided under each other Loan Document are cumulative and not exclusive of any rights, remedies, powers and privileges
provided by Law.


 


Notwithstanding anything
to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the
other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law
in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for
the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit
(a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its
capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender
from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the
case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08
(subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing
pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further,
that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then
(i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02
and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding
proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and
remedies available to it and as authorized by the Required Lenders.


 






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11.04       Expenses;
Indemnity; Damage Waiver.


 


(a)            Costs
and Expenses. The Loan Parties shall pay (i) all reasonable and documented 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 reasonable and documented out of pocket expenses
incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for
payment thereunder and (iii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, any Lender
or the L/C Issuer (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent,
any Lender or the L/C Issuer) 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 reasonable and documented out of pocket expenses incurred during any workout, restructuring or negotiations
in respect of such Loans or Letters of Credit; provided that pursuant to this subsection (a), the Loan Parties shall
not be required to reimburse such fees, charges and disbursements of more than one counsel to the Administrative Agent, the L/C Issuer
and all the Lenders, taken as a whole, and if necessary, one local counsel in any relevant jurisdiction, to the Administrative Agent,
the L/C Issuer and the Lenders, taken as a whole, unless the representation of one or more Lenders by such counsel would be inappropriate
due to the existence of an actual or perceived conflict of interest, in which case, upon prior written notice to the Company, the Loan
Parties shall also be required to reimburse the reasonable and documented out of pocket fees, charges and disbursements of one additional
counsel in each relevant jurisdiction to each group of affected Lenders similarly situated, taken as a whole.


 






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(b)            Indemnification
by the Loan Parties. Upon receipt of a written request therefor together with supporting documentation, the Loan Parties shall
indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, 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 reasonable and documented fees, charges
and disbursements of one counsel to the Indemnitees, taken as a whole, and if necessary, one local counsel in each relevant
jurisdiction, to the Indemnitees, taken as a whole, unless the representation of one or more Indemnitees by such counsel would be
inappropriate due to the existence of an actual or perceived conflict of interest, in which case, upon prior written notice to the
Company, the Loan Parties shall also be required to reimburse the reasonable and documented fees, charges and disbursements of one
additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated, taken as a whole)
incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any 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 by the parties hereto of their respective obligations hereunder or thereunder, the
consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent
thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of
any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the
proceeds therefrom (including any refusal by the L/C Issuer 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) any actual or
alleged presence or release of Hazardous Materials on or from any property owned or operated by a Loan Party or any of its
Subsidiaries, or any Environmental Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual
or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party
thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR
SOLE NEGLIGENCE OF THE INDEMNITEE; 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, bad faith or willful misconduct of such Indemnitee,
(y) result from a claim brought by any Loan Party against an Indemnitee for material breach of such Indemnitee’s
obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its
favor on such claim as determined by a court of competent jurisdiction or (z) arise from such Indemnitee’s claim,
litigation, investigation or proceeding against any other Indemnitee (except when and to the extent that one of the Indemnitees
party to such claim, litigation, investigation or proceeding was acting in its capacity or in fulfilling its role as Administrative
Agent, a Lead Arranger, L/C Issuer, Swing Line Lender or any similar role, and except for any claim, litigation, investigation or
proceeding that does not involve any act or omission of the Company or any of its Affiliates). Without limiting the provisions of Section 3.01(f),
this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims,
damages, etc. arising from any non-Tax claim.


 






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(c)            Reimbursement
by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of
this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line 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 L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share
(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s
share of the Total Credit Exposures of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect
of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further
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), the L/C Issuer or the Swing Line 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), the L/C
Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are
subject to the provisions of Section 2.12(d).


 


(d)            Waiver
of Consequential Damages, Etc. Without limiting the Loan Parties’ indemnification obligations above, to the fullest extent
permitted by applicable Law, no party hereto shall assert, and each other party hereto hereby waives, any claim against any other party
hereto (or any Indemnitee or any Loan Party or Subsidiary thereof), 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 (other than in respect of any such damages incurred or paid by an Indemnitee to a
third party and to which such Indemnitee is otherwise entitled to indemnification as provided above). No Indemnitee shall be liable for
any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients
by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement
or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from
the gross negligence, bad faith or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court
of competent jurisdiction.


 


(e)            Payments.
All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.


 


(f)            Survival.
The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of
the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Commitments
and the repayment, satisfaction or discharge of all the other Obligations.


 






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11.05       Payments
Set Aside.


 


To the extent that any payment
by or on behalf of any Loan Party is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the
L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the
Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection
with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof
originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such
setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand
its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest
thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from
time to time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders and the L/C Issuer under
clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this
Agreement.


 


11.06        Successors
and Assigns.


 


(a)            Successors
and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit
of the parties hereto and thereto and their respective successors and assigns permitted hereby, except as permitted by Section 7.04,
that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder or thereunder 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 subsection (b) of this Section, (ii) by way
of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge
or assignment of a security interest subject to the restrictions of subsection (e) of this Section (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 subsection (d) of this Section and, to the extent expressly contemplated hereby, the
Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under
or by reason of this Agreement.


 


(b)            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 and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b),
participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be
subject to the following conditions:


 


(i)            Minimum
Amounts.


 


(A)            in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the related Loans at the time
owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such Assignment) that equal at
least the amount specified in subsection (b)(i)(B) of this Section in the aggregate 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


 






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(B)            in
any case not described in subsection (b)(i)(A) of this Section, 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 with respect
to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption,
as of the Trade Date, shall not be less than $5,000,000 in the case of any assignment in respect of a Commitment (and the related Loans
thereunder) unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing under Section 8.01(a),
8.01(f) or 8.01(g), the Company 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 Loans
and Commitments, and rights and obligations with respect thereto, assigned, except that this clause (ii) shall not (A) apply
to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning
all or a portion of its rights and obligations in respect of its Revolving A Commitment (and the related Revolving A Loans thereunder),
its Revolving B Commitment (and the related Revolving B Loans thereunder), its Revolving C Commitment (and the related Revolving C Loans
thereunder) and its outstanding Term Loans on a non-pro rata basis.


 


(iii)            Required
Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of
this Section and, in addition:


 


(A)            the
consent of the Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default
has occurred and is continuing under Section 8.01(a), 8.01(f) or 8.01(g) at the time of such assignment
or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Company shall be deemed
to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business
Days after having received written notice thereof;


 






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(B)            the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect
of (1) any unfunded Delayed-Draw Term Loan Commitment or New Term A Loan Commitment, any Revolving A Commitment, any Revolving B
Commitment or any Revolving C Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable
facility subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term
Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and


 


(C)            the
consent of the L/C Issuer and the Swing Line Lender shall be required for any assignment in respect of Revolving A Loans and Revolving
A Commitments (each such consent not to be unreasonably withheld or delayed).


 


(iv)            Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent
may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


 


(v)            No
Assignment to Certain Persons. No such assignment shall be made to (A) the Company or any of the Company’s Affiliates
or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would
constitute any of the foregoing Persons described in this clause (B), or (C) a natural Person (or a holding company,
investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person).


 


(vi)            Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment
shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall
make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate
(which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including
funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but
not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay
and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender
hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations
in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage.


 






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Notwithstanding the foregoing, in the
event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without
compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all
purposes of this Agreement until such compliance occurs.


 


Notwithstanding the foregoing
provisions of this Section 11.06(b) or anything to the contrary in this Agreement or any other Loan Document, no consent
of the Company, the Administrative Agent, any L/C Issuer or any other Person shall be required in connection with the assignment
of any Commitment or Loan by a GS Principal Investor to any Other GS Principal Investor.


 


Subject to acceptance and
recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective
date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under
this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01,
3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment);
provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will
constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
Upon request, each applicable Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 subsection (d) of
this Section.


 


(c)            Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrowers (and such agency being solely for tax purposes),
shall maintain at the Administrative Agent’s Office in the United States a copy of each Assignment and Assumption delivered to
it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error,
and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to
the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Company
and any Lender at any reasonable time and from time to time upon reasonable prior notice.


 


(d)            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 a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of a natural Person), a Defaulting Lender or the Company or any of the Company’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 (including such Lender’s participations in L/C
Obligations and/or Swing Line 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 L/C Issuer shall
continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this
Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without
regard to the existence of any participation.


 






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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 to any amendment, waiver or other modification described
in Section 11.01(a) that affects such Participant. The Borrowers agrees that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under
Section 3.01(h) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant
(A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of
this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with
respect to any participation, than the Lender from whom it acquired the applicable participation 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 Company’s request and expense, to use reasonable
efforts to cooperate with the Company to effectuate the provisions of Section 3.06 with respect to any Participant. To the
extent permitted by Law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender;
provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells
a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters
the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the
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.


 


(e)            Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) 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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(f)            Resignation
as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a
Lender acting as an L/C Issuer or the Swing Line Lender assigns all of its Revolving A Commitment and Revolving A Loans pursuant to subsection (b) above,
such Lender may, (i) upon thirty days’ notice to the Company and the Lenders, resign as an L/C Issuer and/or (ii) upon
thirty days’ notice to the Company, resign as the Swing Line Lender. In the event of any such resignation as an L/C Issuer or the
Swing Line Lender, the Company shall be entitled to appoint from among the Lenders (with such Lender’s consent) a successor L/C
Issuer or Swing Line Lender hereunder; provided, however, that (x) no failure by the Company to appoint any such successor
shall affect the resignation of such Lender as an L/C Issuer or the Swing Line Lender, as the case may be, and (y) any successor
L/C Issuer must be approved by the Administrative Agent (such approval to not be unreasonably withheld, conditioned or delayed). If a
Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect
to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations
with respect thereto (including the right to require the Revolving A Lenders to make Base Rate Loans or Canadian Prime Rate Loans, as
applicable, or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a Lender resigns as the
Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made
by it and outstanding as of the effective date of such resignation, including the right to require the Revolving A Lenders to make Revolving
A Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04A(c), 2.04B(c), 2.04C(c) and/or
2.04D(c), as applicable. Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, and the acceptance of such appointment
by the applicable Lender, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of
the resigning L/C Issuer or Swing Line Lender, as the case may be. At the option of the Company, a successor L/C Issuer or another existing
L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the resigning L/C Issuer and outstanding
at the time of such resignation or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations
of the resigning L/C Issuer with respect to such Letters of Credit.


 


11.07       Treatment
of Certain Information; Confidentiality.


 


Each of the
Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction
over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance
Commissioners) (in which case, other than in connection with routine examinations or other routine actions by such regulatory
authorities, such disclosing Administrative Agent, Lender or L/C Issuer agrees to inform the Company promptly thereof after such
disclosure (and shall use commercially reasonable efforts to inform the Company prior thereto) to the extent not prohibited by Law),
(c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; provided that
such disclosing Administrative Agent, Lender or L/C Issuer agrees to inform the Company promptly thereof after such disclosure (and
shall use commercially reasonable efforts to inform the Company prior thereto) in each case to the extent not prohibited by Law,
(d) to any other party hereto, (e) 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, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any
assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this
Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.16 or (ii) any actual or
prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by
reference to a Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any
rating agency in connection with rating any Loan Party or its Subsidiaries or the credit facilities provided hereunder or
(ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other
market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Company or (i) to
the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or
(y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a
nonconfidential basis from a source other than the Borrowers. In addition, the Administrative Agent and the Lenders may disclose the
existence of this Agreement and customary information about this Agreement to market data collectors, similar service providers to
the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this
Agreement, the other Loan Documents, and the Commitments.


 






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For purposes of this Section,
 “Information” means all information received from a Loan Party or any Subsidiary or any Loan Party’s or Subsidiary’s
directors, officers, employees, trustees, investment advisors or agents, including accountants and legal counsel, relating to the Loan
Parties or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative
Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party or any Subsidiary. 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.


 


Each of the Administrative
Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning
a Loan Party or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in accordance with applicable Law, including United States
Federal and state securities Laws.


 


The Loan Parties and their
Subsidiaries agree that they will not in the future issue any press releases in connection with this Agreement using the name of the
Administrative Agent or any Lender or their respective Affiliates or referring to this Agreement or any of the Loan Documents without
the prior written consent of the Administrative Agent, unless (and only to the extent that) a Loan Party or such Subsidiary is required
to do so under law and then, in any event such Loan Party or such Subsidiary will consult with the Administrative Agent before issuing
such press release to the extent reasonably practicable.


 






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11.08       Rights
of Setoff.


 


If an Event of Default shall
have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time
and from time to time, after obtaining the prior written consent of the Administrative Agent, 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 L/C Issuer or any such Affiliate 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 or the L/C Issuer or their respective Affiliates, irrespective of whether or
not such Lender, the L/C Issuer or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although
such obligations of such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the
L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided,
that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over
immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending
such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative
Agent, the L/C Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement
describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights
of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including
other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees
to notify the Company 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.


 


11.09       Interest
Rate Limitation.


 


Notwithstanding anything
to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the
maximum rate of non-usurious interest permitted by applicable Law (including, without limitation, the Criminal Code (Canada)) (the
 “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the
Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded
to the Borrowers. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not
principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and
(c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated
term of the Obligations hereunder.


 






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11.10       Integration;
Effectiveness.


 


This Agreement, the other
Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuer constitute
the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, 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, and thereafter shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.


 


11.11       Survival
of Representations and Warranties.


 


All representations and warranties
made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by
the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their
behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of
any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain
unpaid or unsatisfied or any Letter of Credit shall remain outstanding.


 


11.12       Severability.


 


If any provision of this
Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a
provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without
limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in
this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative
Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent
not so limited.


 


11.13       Replacement
of Lenders.


 


If the Company is
entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a
Non-Consenting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained
in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments
pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an
Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided
that:


 


(a)            the
Company shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);


 






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(b)            such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C 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 3.05)
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);


 


(c)            in
the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made
pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;


 


(d)            such
assignment does not conflict with applicable Laws; and


 


(e)            in
the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the
applicable amendment, waiver or consent.


 


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 Company to require such assignment and delegation cease to apply.


 


Each party hereto agrees
that (a) an assignment required pursuant to this Section 11.13 may be effected pursuant to an Assignment and Assumption
executed by the Company, the Administrative Agent and the assignee and (b) the Lender required to make such assignment need not
be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof;
provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver
such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided, further
that any such documents shall be without recourse to or warranty by the parties thereto.


 


Notwithstanding anything
in this Section 11.13 to the contrary, (i) the Lender that acts as an L/C Issuer may not be replaced hereunder at
any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing
of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer or
the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to
such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) the Lender that acts as the
Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.


 






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11.14        Governing
Law; Jurisdiction; Etc.


 


(a)            GOVERNING
LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY
CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b)            SUBMISSION
TO JURISDICTION. EACH 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, THE L/C ISSUER, 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 PARTY HERETO EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ITS RIGHTS TO
ANY OTHER JURISDICTION TO WHICH IT MAY BE ENTITLED BY REASON OF ITS PRESENT OR FUTURE DOMICILE OR OTHERWISE. EACH OF THE PARTIES
HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION 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 L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 






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(c)            WAIVER
OF VENUE. EACH 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 PARAGRAPH (B) OF THIS SECTION. 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.


 


(d)            SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


 


11.15       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, 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.


 


11.16       No
Advisory or Fiduciary Responsibility.


 


In connection with all
aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or
of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Subsidiaries’
understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative
Agent, BofA Securities, the other Lead Arranger(s) and the Lenders are arm’s-length commercial transactions between the
Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, BofA Securities, the other Lead
Arranger(s) and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating,
and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan
Documents; (ii) (A) the Administrative Agent, BofA Securities, each other Lead Arranger and the Lenders each is and has
been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will
not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and
(B) neither the Administrative Agent, BofA Securities, any other Lead Arranger nor any Lender has any obligation to the Loan
Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations
expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, BofA Securities, the other Lead
Arranger(s), the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that
differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, BofA Securities, any
other Lead Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective
Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have
against the Administrative Agent, BofA Securities, the other Lead Arranger(s) or any Lender with respect to any breach or
alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 






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11.17       Electronic
Execution.


 


This Agreement, any Loan
Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record
and may be executed using Electronic Signatures. Each of the Loan Parties and each of the Administrative Agent and each Lender Party
agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent
as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and
binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually
executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including
both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the
authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which
has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another
format, for transmission, delivery and/or retention. The Administrative Agent and each of the Lender Parties may, at its option, create
one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall
be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications
in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the
same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, neither
the Administrative Agent, L/C Issuer nor Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in
any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without
limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Lender has agreed to accept such
Electronic Signature, the Administrative Agent and each of the Lender Parties shall be entitled to rely on any such Electronic Signature
purportedly given by or on behalf of any Loan Party and/or any Lender Party without further verification and (b) upon the request
of the Administrative Agent or any Lender Party, any Electronic Signature shall be promptly followed by such manually executed counterpart.


 


Neither the Administrative
Agent, L/C Issuer nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity,
enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the
avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s reliance on
any Electronic Signature transmitted by telecopy, emailed.pdf or any other electronic means). The Administrative Agent, L/C Issuer and
Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan
Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting
or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone and believed by it
to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the
Loan Documents for being the maker thereof).


 






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Each of the Loan Parties
and each Lender Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of
this Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement, such other Loan Document,
and (ii) waives any claim against the Administrative Agent, each Lender Party and each Related Party for any liabilities arising
solely from the Administrative Agent’s and/or any Lender Party’s reliance on or use of Electronic Signatures, including any
liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution,
delivery or transmission of any Electronic Signature.


 


11.18       USA
PATRIOT Act and Canadian AML Act Notice.


 


Each Lender that is subject
to the Act (as hereinafter defined) or any Canadian AML Act and the Administrative Agent (for itself and not on behalf of any Lender)
hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)) (the “Act”) and the Canadian AML Acts, it is required to obtain, verify and record information
that identifies the Loan Parties, which information includes the name and address of the Loan Parties, information concerning its direct
and indirect holders of Equity Interests and other Persons exercising Control over it, and other information that will allow such Lender
or the Administrative Agent, as applicable, to identify the Loan Parties in accordance with the Act and the Canadian AML Acts. The Loan
Parties shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information
that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your
customer” and anti-money laundering rules and regulations, including the Act and the Canadian AML Acts.


 


11.19       Judgment
Currency.


 


If, for the purposes of
obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into
another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative
Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is
given. The obligation of each Loan Party in respect of any such sum due from it to the Administrative Agent or any Lender hereunder
or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”)
other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the
 “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the
Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the
Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement
Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the
Administrative Agent or any Lender from any Loan Party in the Agreement Currency, the Loan Parties agree, as a separate obligation
and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss.
If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any
Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to
the Loan Parties (or to any other Person who may be entitled thereto under applicable Law).


 






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11.20       Acknowledgement
and Consent to Bail-In of Affected Financial Institutions.


 


Solely to the extent any
Lender or L/C Issuer that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary
in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that
any liability of any Lender or L/C Issuer that is an Affected Financial Institution arising under any Loan Document, to the extent such
liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and
consents to, and acknowledges and agrees to be bound by:


 


(a)            the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any Lender or L/C Issuer that is an Affected Financial Institution; and


 


(b)            the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)            a
reduction in full or in part or cancellation of any such liability;


 


(ii)            a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any
other Loan Document; or


 


(iii)            the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution
Authority.


 


11.21       Subordination
of Intercompany Indebtedness.


 


Each Loan Party (a
 “Subordinating Loan Party”) agrees that the payment of all indebtedness, whether now owing or hereafter arising,
owing to such Subordinating Loan Party by any other Loan Party is expressly subordinated to the payment in full in cash of the
Obligations in the manner set forth in this Section. If the Administrative Agent so requests while an Event of Default exists, any
such indebtedness due and owing shall be enforced and performance received by the Subordinating Loan Party as trustee for the
holders of the Obligations and the proceeds thereof shall be paid over to the holders of the Obligations on account of the
Obligations, but without reducing or affecting in any manner the liability of the Subordinating Loan Party under this Agreement or
any other Loan Document. Without limitation of the foregoing, so long as no Event of Default has occurred and is continuing, the
Loan Parties may make and receive payments with respect to any such indebtedness, provided, that in the event that any Loan
Party receives any payment of any such indebtedness at a time when such payment is prohibited by this Section, such payment shall be
held by such Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the
Administrative Agent.


 






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11.22      Acknowledgement
Regarding Any Supported QFCs.


 


To the extent that the Loan
Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC
(such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge
and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance
Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder,
the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions
below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the
State of New York and/or of the United States or any other state of the United States): In the event a Covered Entity that is party to
a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime,
the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported
QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered
Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported
QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States
or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC
or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such
Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed
by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that
rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with
respect to a Supported QFC or any QFC Credit Support.


 


[SIGNATURE PAGES FOLLOW]


 






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Annex C


 


Solvency Certificate


 


Annex C


 


FORM OF SOLVENCY CERTIFICATE


 


[____][__], 202[__]


 


This Solvency Certificate is being executed and
delivered pursuant to Section [__] of that certain [•] (the “Credit Agreement”; the terms
defined therein being used herein as therein defined).


 


I, [______________], a [________] of the
Borrower (after giving effect to the Transactions), in such capacity only and not in an individual capacity (and without personal liability),
hereby certify on behalf of the Borrower as follows, in each case as of the date hereof:


 


1.            The
sum of the debt and liabilities (subordinated, contingent or otherwise) of the Borrower and its Subsidiaries, on a consolidated
basis, does not exceed the fair value of the present assets of the Borrower and its Subsidiaries, on a consolidated basis.


 


2.            The
capital of the Borrower and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as conducted
or contemplated to be conducted on the date hereof.


 


3.            The
present fair saleable value of the assets of the Borrower and its Subsidiaries, on a consolidated basis and as a going concern, is greater
than the total amount that will be required to pay the probable liabilities of the Borrower and its Subsidiaries, on a consolidated basis,
as applicable, as they become absolute and matured.


 


4.            The
Borrower and its Subsidiaries, on a consolidated basis, have not, incurred and do not intend to incur, or believe that they will
incur, debts or other liabilities, including current obligations, beyond their ability to pay such debts or other liabilities as they
become due (whether at maturity or otherwise).


 


5.            For
purposes of this Solvency Certificate, the amount of any contingent liability has been computed as the amount that, in light of all of
the facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual
or matured liability.


 


6.            In
reaching the conclusions set forth in this Solvency Certificate, the undersigned has made such investigations and inquiries as
the undersigned has deemed appropriate to provide this Solvency Certificate. The undersigned is familiar with the finances and assets
of the Borrower and its Subsidiaries.


 


7.            The
undersigned acknowledges that the Agent and the Lenders are relying on the truth and accuracy of this Solvency Certificate in connection
with the Commitments and Loans under the Credit Agreement.


 


IN
WITNESS WHEREOF, the undersigned has executed this Solvency Certificate in such undersigned’s capacity as an officer of
the Borrower, on behalf of the Borrower, and not individually, on the date first written above.


 






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	 	RITCHIE
    BROS. AUCTIONEERS INCORPORATED
	 	 
	 	By: 	                             
	 	Name:
	 	Title:
    [Financial Officer]




 


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