EXHIBIT 10.1


 


EXECUTION VERSION



 


Published CUSIP Numbers:


Deal: 78474CAA4


Revolver: 78474CAB2


Term Loan A: 78474CAD8


 





 


AMENDED AND RESTATED CREDIT AGREEMENT


 


dated as of August 12, 2022,


 


among


 


SPX ENTERPRISES, LLC,


as the U.S. Borrower,


 


SPX CORPORATION,


as the Parent,


 


The Foreign
Subsidiary Borrowers Party Hereto,


 


BANK OF AMERICA, N.A.,


as the Administrative Agent and the Swingline Lender,


 


DEUTSCHE BANK AG,


as the Foreign Trade Facility Agent,


 


and


 


The ISSUING
LENDERS, FCI ISSUING LENDERS, AND Lenders Party Hereto


 





 






 


BOFA SECURITIES, INC.,


DEUTSCHE BANK AG,


DEUTSCHE BANK SECURITIES INC.,


BNP PARIBAS,


CITIZENS
BANK, N.A.,


FIFTH
THIRD BANK, NATIONAL ASSOCIATION,


JPMORGAN
CHASE BANK, N.A.,


MUFG BANK, LTD.,


PNC CAPITAL
MARKETS LLC,


TD Securities
(USA) LLC


THE BANK
OF NOVA SCOTIA,


and


WELLS
FARGO SECURITIES, LLC


as Joint Lead Arrangers and Joint Bookrunners


 


 






    


     


    

 


TABLE OF CONTENTS


 


	Article I DEFINITIONS	 	 	1




 


	 	Section 1.1	 	 	Defined Terms	 	 	1
	 	Section 1.2	 	 	Classification of Loans and Borrowings	 	 	48
	 	Section 1.3	 	 	Terms Generally	 	 	48
	 	Section 1.4	 	 	Accounting Terms; GAAP	 	 	49
	 	Section 1.5	 	 	Exchange Rates; Interest Rates	 	 	49
	 	Section 1.6	 	 	Currency Conversion	 	 	50
	 	Section 1.7	 	 	Times of Day	 	 	51
	 	Section 1.8	 	 	Face Amount	 	 	51
	 	Section 1.9	 	 	Additional Alternative Currencies	 	 	51
	 	Section 1.10	 	 	Term SOFR Successor Rates; Successor Rates	 	 	52
	 	Section 1.11	 	 	Permitted Reorganization	 	 	55
	 	Section 1.12	 	 	Amendment and Restatement	 	 	55




 


	Article II THE CREDITS	 	 	56




 


	 	Section 2.1	 	 	Commitments; Incremental Facilities	 	 	56
	 	Section 2.2	 	 	Loans and Borrowings	 	 	60
	 	Section 2.3	 	 	Requests for Borrowings	 	 	61
	 	Section 2.4	 	 	Swingline Loans	 	 	62
	 	Section 2.5	 	 	Letters of Credit	 	 	63
	 	Section 2.6	 	 	FCIs	 	 	79
	 	Section 2.7	 	 	Funding of Borrowings	 	 	94
	 	Section 2.8	 	 	Interest Elections	 	 	95
	 	Section 2.9	 	 	Termination and Reduction of Commitments	 	 	96
	 	Section 2.10	 	 	Evidence of Debt	 	 	97
	 	Section 2.11	 	 	Repayment of Loans	 	 	98
	 	Section 2.12	 	 	Prepayment of Loans	 	 	99
	 	Section 2.13	 	 	Certain Payment Application Matters	 	 	101
	 	Section 2.14	 	 	Fees	 	 	101
	 	Section 2.15	 	 	Interest	 	 	103
	 	Section 2.16	 	 	Inability to Determine Rates	 	 	105
	 	Section 2.17	 	 	Increased Costs	 	 	106
	 	Section 2.18	 	 	Break Funding Payments	 	 	107
	 	Section 2.19	 	 	Taxes	 	 	108
	 	Section 2.20	 	 	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	 	 	110
	 	Section 2.21	 	 	Mitigation Obligations; Replacement of Lenders	 	 	112
	 	Section 2.22	 	 	Change in Law	 	 	113
	 	Section 2.23	 	 	Foreign Subsidiary Borrowers	 	 	114
	 	Section 2.24	 	 	Defaulting Lenders	 	 	116
	 	Section 2.25	 	 	Lending Offices	 	 	118




 


	Article III REPRESENTATIONS AND WARRANTIES	 	 	118




 


	 	Section 3.1	 	 	Organization; Powers	 	 	118
	 	Section 3.2	 	 	Authorization; Enforceability	 	 	119
	 	Section 3.3	 	 	Governmental Approvals; No Conflicts	 	 	119
	 	Section 3.4	 	 	Financial Condition; No Material Adverse Change	 	 	119
	 	Section 3.5	 	 	Properties	 	 	120
	 	Section 3.6	 	 	Litigation and Environmental Matters	 	 	120




 






    i


     


    

 


	 	Section 3.7	 	 	Compliance with Laws and Agreements	 	 	120
	 	Section 3.8	 	 	Investment Company Status	 	 	120
	 	Section 3.9	 	 	Taxes	 	 	120
	 	Section 3.10	 	 	ERISA	 	 	121
	 	Section 3.11	 	 	Disclosure	 	 	121
	 	Section 3.12	 	 	Subsidiaries	 	 	121
	 	Section 3.13	 	 	Labor Matters	 	 	121
	 	Section 3.14	 	 	Solvency	 	 	121
	 	Section 3.15	 	 	Senior Indebtedness	 	 	122
	 	Section 3.16	 	 	Security Documents	 	 	122
	 	Section 3.17	 	 	OFAC; Anti-Money Laundering Laws; Patriot Act; FCPA	 	 	122
	 	Section 3.18	 	 	Representations as to Foreign Obligors	 	 	123
	 	Section 3.19	 	 	Affected Financial Institution	 	 	124
	 	Section 3.20	 	 	Covered Entities	 	 	124




 


	Article IV CONDITIONS	 	 	124




	 	 	 	 	 	 
	 	Section 4.1	 	 	Effective Date	 	 	124
	 	Section 4.2	 	 	Each Credit Event	 	 	126




 


	Article V AFFIRMATIVE COVENANTS	 	 	127




 


	 	Section 5.1	 	 	Financial Statements and Other Information	 	 	127
	 	Section 5.2	 	 	Notices of Material Events	 	 	129
	 	Section 5.3	 	 	Information Regarding Collateral	 	 	130
	 	Section 5.4	 	 	Existence	 	 	130
	 	Section 5.5	 	 	Payment of Obligations	 	 	130
	 	Section 5.6	 	 	Maintenance of Properties	 	 	130
	 	Section 5.7	 	 	Insurance	 	 	131
	 	Section 5.8	 	 	Books and Records; Inspection and Audit Rights	 	 	131
	 	Section 5.9	 	 	Compliance with Laws and Contractual Obligations	 	 	131
	 	Section 5.10	 	 	Use of Proceeds and Letters of Credit and FCIs	 	 	131
	 	Section 5.11	 	 	Additional Guarantors; Additional Collateral	 	 	132
	 	Section 5.12	 	 	Further Assurances	 	 	135
	 	Section 5.13	 	 	Unrestricted Subsidiaries	 	 	136
	 	Section 5.14	 	 	Anti-Corruption Laws; Sanctions	 	 	136
	 	Section 5.15	 	 	German Anti-Money Laundering-Act and German Foreign Trade Ordinance	 	 	136
	 	Section 5.16	 	 	Post-Closing Obligations	 	 	137




 


	Article VI NEGATIVE COVENANTS	 	 	137




 


	 	Section 6.1	 	 	Financial Condition Covenants	 	 	137
	 	Section 6.2	 	 	Indebtedness	 	 	137
	 	Section 6.3	 	 	Liens	 	 	141
	 	Section 6.4	 	 	Fundamental Changes	 	 	142
	 	Section 6.5	 	 	Investments, Loans, Advances, Guarantees and Acquisitions	 	 	143
	 	Section 6.6	 	 	Disposition of Assets	 	 	145
	 	Section 6.7	 	 	Sale/Leaseback Transactions	 	 	147
	 	Section 6.8	 	 	Restricted Payments	 	 	147
	 	Section 6.9	 	 	Payments of Certain Subordinated Debt; Certain Derivative Transactions	 	 	147
	 	Section 6.10	 	 	Transactions with Affiliates	 	 	148
	 	Section 6.11	 	 	Restrictive Agreements	 	 	149




 






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	 	Section 6.12	 	 	Amendment of Material Documents, etc.	 	 	150
	 	Section 6.13	 	 	Sanctions	 	 	150
	 	Section 6.14	 	 	Anti-Corruption Laws	 	 	150




 


	Article VII EVENTS OF DEFAULT	 	 	151
	 	 	 	 
	Article VIII THE AGENTS	 	 	153




 


	 	Section 8.1	 	 	Appointment and Authority	 	 	153
	 	Section 8.2	 	 	Rights as a Lender	 	 	153
	 	Section 8.3	 	 	Exculpatory Provisions	 	 	154
	 	Section 8.4	 	 	Reliance by the Agents	 	 	155
	 	Section 8.5	 	 	Delegation of Duties	 	 	155
	 	Section 8.6	 	 	Resignation of Agents	 	 	156
	 	Section 8.7	 	 	Non-Reliance on Agents and Other Lenders	 	 	158
	 	Section 8.8	 	 	No Other Duties; Etc.	 	 	158
	 	Section 8.9	 	 	Administrative Agent May File Proofs of Claim	 	 	159
	 	Section 8.10	 	 	Collateral and Guaranty Matters	 	 	159
	 	Section 8.11	 	 	ERISA Matters	 	 	160
	 	Section 8.12	 	 	Recovery of Erroneous Payments	 	 	161




 


	Article IX MISCELLANEOUS	 	 	161




 


	 	Section 9.1	 	 	Notices	 	 	161
	 	Section 9.2	 	 	Waivers; Amendments	 	 	163
	 	Section 9.3	 	 	Expenses; Indemnity; Damage Waiver	 	 	167
	 	Section 9.4	 	 	Successors and Assigns; Participations and Assignments	 	 	169
	 	Section 9.5	 	 	Survival	 	 	174
	 	Section 9.6	 	 	Integration	 	 	175
	 	Section 9.7	 	 	Severability	 	 	175
	 	Section 9.8	 	 	Right of Setoff	 	 	175
	 	Section 9.9	 	 	Governing Law; Jurisdiction; Consent to Service of Process	 	 	175
	 	Section 9.10	 	 	Headings	 	 	176
	 	Section 9.11	 	 	Confidentiality	 	 	177
	 	Section 9.12	 	 	Waiver of Jury Trial	 	 	177
	 	Section 9.13	 	 	Release of Collateral	 	 	177
	 	Section 9.14	 	 	Judgment Currency	 	 	179
	 	Section 9.15	 	 	USA Patriot Act Notice	 	 	179
	 	Section 9.16	 	 	Electronic Execution; Electronic Records; Counterparts	 	 	180
	 	Section 9.17	 	 	No Advisory or Fiduciary Responsibility	 	 	181
	 	Section 9.18	 	 	Keepwell	 	 	181
	 	Section 9.19	 	 	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	 	 	181
	 	Section 9.20	 	 	Acknowledgement Regarding Any Supported QFC	 	 	182




 






    iii


     


    

 


SCHEDULES:


 


	1.1 A	 	Commitments and Applicable Percentages
	1.1 B	 	[Reserved]
	1.1 C	 	FCI Requirements
	1.1 D	 	Existing FCIs
	1.1 E	 	Existing Letters of Credit
	1.1 F	 	Issuing Lender Sublimits
	1.1 G	 	Permitted Reorganization
	2.6 (g)	 	Obligations of FCI Issuing Lenders
	2.6 (i)	 	Procedures for Release of FCIs
	2.6 (k)	 	Form of Agreement for Joint Signature FCIs
	2.6 (p)	 	Reports
	3.4	 	Disclosed Matters
	3.12	 	Subsidiaries
	3.16	 	UCC Filing Jurisdictions
	5.16	 	Post-Closing Obligations
	9.4 (k)	 	Dutch Auction Procedures




 


EXHIBITS:


 


	A	 	 	Form of Closing Certificate
	B	 	 	Form of Assignment and Assumption
	C	 	 	Form of Exemption Certificate
	D	 	 	Form of Borrowing Subsidiary Agreement
	E	 	 	Form of Borrowing Subsidiary Termination
	F	 	 	Form of Incremental Facility Activation Notice
	G	 	 	Form of New Lender Supplement
	H	 	 	Form of Utilization Request
	I	 	 	Form of Revolving Note
	J	 	 	[Reserved]
	K	 	 	Form of Term A Note
	L	 	 	Form of Swingline Note
	M	 	 	Form of Incremental Term Note
	N	 	 	Form of Compliance Certificate
	O	 	 	Form of FCI Issuing Lender Joinder Agreement
	P	 	 	Form of Notice of Loan Prepayment




 






    iv


     


    


 


AMENDED AND RESTATED CREDIT AGREEMENT


 


This AMENDED AND RESTATED
CREDIT AGREEMENT, dated as of August 12, 2022, among SPX ENTERPRISES, LLC, a Delaware limited liability company (the “U.S.
Borrower”), SPX CORPORATION, a Delaware corporation (the “Parent”), the Foreign Subsidiary Borrowers (as
hereinafter defined) party hereto, the Lenders (including the Issuing Lenders and FCI Issuing Lenders) (each, as hereinafter defined)
party hereto, DEUTSCHE BANK AG, as the Foreign Trade Facility Agent, and BANK OF AMERICA, N.A., as the Administrative Agent and the Swingline
Lender.


 


WHEREAS, the Parent, the foreign
subsidiary borrowers from time to time party thereto, the lenders (including the issuing lenders and FCI issuing lenders) from time to
time party thereto, Deutsche Bank AG Deutschlandgeschäft Branch, as the foreign trade facility agent, and Bank of America, N.A.,
as the administrative agent and the swingline lender, are party to that certain Credit Agreement, dated as of September 1, 2015 (as
amended, restated, amended and restated, supplemented, increased, extended, and/or otherwise modified in writing from time to time prior
to the Effective Date (as hereinafter defined), the “Existing Credit Agreement”).


 


WHEREAS, the Parent has requested
that (a) the Existing Credit Agreement be amended and restated, and (b) the Lenders (including the Swingline Lender, the Issuing
Lenders and the FCI Issuing Lenders) provide credit facilities for the purposes set forth herein, in each case on the terms and subject
to the conditions set forth herein.


 


WHEREAS, the parties hereto
are willing to amend and restate the Existing Credit Agreement and the Lenders (including the Swingline Lender, the Issuing Lenders and
the FCI Issuing Lenders) are willing to provide the credit facilities for the purposes set forth herein, in each case on the terms and
subject to the conditions set forth herein.


 


NOW, THEREFORE, IN CONSIDERATION
of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the parties
hereto hereby agree as follows:


 


Article I


 


DEFINITIONS


 


	Section 1.1	Defined Terms.




 


As used in this Agreement,
the following terms have the meanings specified below:


 


“4.00x Leverage Increase”:
as defined in Section 6.1(a).


 


“4.25x Leverage Increase”:
as defined in Section 6.1(a).


 


“ABR Loan”:
a Loan that is denominated in Dollars bearing interest at a rate determined by reference to the Alternate Base Rate. ABR Loans may only
be made to the U.S. Borrower.


 


“Acknowledgement
and Consent”: an acknowledgement and consent provided by the issuer of Capital Stock as Collateral pursuant to the Guarantee
and Collateral Agreement.


 


“Acquisition Agreement”:
as defined in Section 2.1(b).


 






    


     


    

 


“Acquisition Financing
Commitments”: as defined in Section 2.1(b).


 


“Additional FCI Issuing
Lender”: as defined in Section 2.6(b)(iii).


 


“Additional Revolving
Commitment Lender”: as defined in Section 2.1(c)(iii).


 


“Administrative Agent”:
Bank of America (or any of its designated branch offices or affiliates), in its capacity as administrative agent under the Loan Documents;
it being understood that all matters concerning FCIs will be administered by Deutsche Bank (the “Foreign Trade Facility Agent”)
and therefore all notices concerning such FCIs will be required to be given at the Foreign Trade Facility Administrative Office.


 


“Administrative Agent’s
Office”: with respect to any currency, the Administrative Agent’s address specified in the this Agreement with respect
to such currency, or such other address with respect to such currency as the Administrative Agent may from time to time notify the U.S.
Borrower and the Lenders.


 


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


 


“Advance Payment
Guarantee”: a customary standby letter of credit or bank guarantee or surety issued by an FCI Issuing Lender (with respect to
FCIs) or an Issuing Lender (with respect to the Non-Financial Letters of Credit), in each case in favor of customers of the Parent or
any of its Restricted Subsidiaries or Joint Ventures for the purpose of securing the obligation to refund advance payments made by such
customers in the case contractual obligations vis-à-vis such customers are not fulfilled.


 


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


 


“Affiliate”:
as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with,
such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote
10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of
such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.


 


“Agent Parties”:
as defined in Section 9.1.


 


“Agents”:
the Administrative Agent and the Foreign Trade Facility Agent, and “Agent” means any one of them.


 


“Agreement”:
this Amended and Restated Credit Agreement.


 


“Alternate Base Rate”:
for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Effective 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) Term SOFR plus 1.0%; provided that if the Alternate 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 the “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
Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.16, then the Alternate Base Rate
shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.


 






    2


     


    

 


“Alternative Currency”:
(a) Euro, Sterling, Australian Dollars, Canadian Dollars, Yen, Danish Krone, New Zealand Dollars, Swedish Krona and Swiss Franc and
(b) any other currency (other than Dollars) that is approved in accordance with Section 1.9.


 


“Alternative Currency
Daily Rate”: for any day, with respect to any Revolving Loan: (a) denominated in Sterling, the rate per annum equal to
SONIA determined pursuant to the definition thereof plus the SONIA Adjustment; (b) denominated in Swiss Francs, the rate per
annum equal to SARON determined pursuant to the definition thereof plus the SARON Adjustment; and (c) denominated in any other
Alternative Currency (to the extent such Revolving Loan 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 Revolving Lenders pursuant to Section 1.9, plus the adjustment (if any) determined by the Administrative
Agent and the Revolving Lenders pursuant to Section 1.9; provided that if any Alternative Currency Daily Rate shall
be less than zero, such rate shall be deemed zero 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”: a Revolving 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
Financial LC Exposure”: at any time, the sum of (a) the Dollar Equivalent of the aggregate outstanding amount of obligations
under all Alternative Currency Letters of Credit that are Financial Letters of Credit at such time, plus (b) the Dollar Equivalent
of the aggregate principal amount of all Financial LC Disbursements in respect of Alternative Currency Letters of Credit that are Financial
Letters of Credit that have not yet been reimbursed at such time.


 


“Alternative Currency
Letter of Credit”: a Letter of Credit denominated in an Alternative Currency. Notwithstanding anything to the contrary set forth
herein, Alternative Currency Letters of Credit that are Financial Letters of Credit may only be issued by Bank of America, in its capacity
as an Issuing Lender.


 


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


 


“Alternative Currency
Non-Financial LC Exposure”: at any time, the sum of (a) the Dollar Equivalent of the aggregate outstanding amount of obligations
under all Alternative Currency Letters of Credit that are Non-Financial Letters of Credit at such time, plus (b) the Dollar
Equivalent of the aggregate principal amount of all Non-Financial LC Disbursements in respect of Alternative Currency Letters of Credit
that are Non-Financial Letters of Credit that have not yet been reimbursed at such time.


 






    3


     


    

 


“Alternative Currency
Term Rate”: for any Interest Period, with respect to any Revolving Loan: (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 Yen, the rate per annum equal to the Tokyo Interbank Offer Rate (“TIBOR”), 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 Rate Determination Date with a term equivalent to such Interest Period; (c) 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) on the Rate Determination Date with a term equivalent to such Interest Period; (d) denominated in Australian Dollars,
the rate per annum equal to the Bank Bill Swap Reference Bid Rate (“BBSY”), 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 Rate Determination Date with a term equivalent to such Interest Period; (e) denominated in New Zealand
Dollars, the rate per annum equal to the Bank Bill Reference Bid Rate (“BKBM”), 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 Rate Determination Date with a term equivalent to such Interest Period; (f) denominated in Swedish Krona,
the rate per annum equal to the Stockholm Interbank Offered Rate (“STIBOR”), 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 Rate Determination Date with a term equivalent to such Interest Period; (g) denominated in Danish Krone,
the rate per annum equal to the Copenhagen Interbank Offered Rate (“CIBOR”), 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 Rate Determination Date with a term equivalent to such Interest Period; and (h) denominated in any other
Alternative Currency (to the extent such Revolving Loan 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 Revolving Lenders pursuant to Section 1.9, plus the adjustment (if any) determined by the Administrative
Agent and the Revolving Lenders pursuant to Section 1.9; 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”: a Revolving 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-Money Laundering
Laws”: as defined in Section 3.17(b).


 


“Applicable Authority”:
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 Foreign
Obligor Documents”: as defined in Section 3.18(a).


 


“Applicable Percentage”:
with respect to any Lender, (a) with respect to such Lender’s Revolving Commitment at any time, the percentage (carried out
to the ninth decimal place) of the aggregate Revolving Commitments represented by such Lender’s Revolving Commitment, and (b) with
respect to such Lender’s portion of the outstanding Term Loan A at any time, the percentage (carried out to the ninth decimal place)
of the outstanding principal amount of the Term Loan A held by such Lender at such time. The Applicable Percentage of each Lender party
to this Agreement as of the Effective Date is set forth opposite the name of such Lender on Schedule 1.1A. The initial Applicable
Percentage of each Lender that becomes a party to this Agreement after the Effective Date shall be set forth in the Assignment and Assumption
or other agreement pursuant to which such Lender becomes a party hereto, as applicable. If the Revolving Commitments have terminated or
expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to
any assignments. In the case when a Defaulting Lender shall exist, the “Applicable Percentage” shall be determined in accordance
with Section 2.24(a)(iv).


 






    4


     


    

 


“Applicable Rate”:


 


(a)            with
respect to any Loans (other than any Incremental Term Loans), Revolving Commitment Fees, FCI Commitment Fees, FCI Fees, Financial Letter
of Credit Fees, and Non-Financial Letter of Credit Fees, for any day, the applicable rate per annum set forth in the grid below (based
upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant
to Section 5.1(c)) opposite the applicable Pricing Tier then in effect:


 


	Pricing 

Tier	 	Consolidated 
Leverage Ratio	 	Revolving 
Commitment

 Fee	 	 	Financial

 Letter of 

Credit Fee	 	 	FCI Commitment

 Fee	 	 	FCI Fee and

 Non-Financial

 Letter of

 Credit Fee	 	 	Term SOFR

 Loans /

 Alternative

 Currency Loans	 	 	ABR

 Loans	 
	1	 	< 1.50 to 1.0	 	 	0.200	%	 	 	1.250	%	 	 	0.200	%	 	 	0.750	%	 	 	1.250	%	 	 	0.250	%
	2	 	31.50 to 1.0 but 
< 2.00 to 1.0	 	 	0.225	%	 	 	1.375	%	 	 	0.225	%	 	 	0.800	%	 	 	1.375	%	 	 	0.375	%
	3	 	3 2.00 to 1.0 but 
< 3.00 to 1.0	 	 	0.250	%	 	 	1.500	%	 	 	0.250	%	 	 	0.875	%	 	 	1.500	%	 	 	0.500	%
	4	 	3 3.00 to 1.0	 	 	0.275	%	 	 	1.750	%	 	 	0.275	%	 	 	1.000	%	 	 	1.750	%	 	 	0.750	%



 


(b)            for
any Incremental Term Loans, such per annum rates as shall be agreed to by the U.S. Borrower and the applicable Incremental Term Lenders
as shown in the applicable Incremental Facility Activation Notice; and


 


(c)            for
FCIs and Joint Signature FCIs for any day, the applicable rate per annum set forth in the grid above (based upon the Consolidated Leverage
Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.1(c))
opposite the applicable Pricing Tier then in effect (or such other rate as may be agreed in writing from time to time between the U.S.
Borrower and the applicable FCI Issuing Lender).


 


For purposes of the foregoing,
each change in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall be effective as of the first Business
Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.1(c); provided that
(i) Pricing Tier 4 shall apply at any time that an Event of Default has occurred and is continuing and (ii) at the option of
the Administrative Agent or at the request of the Required Lenders, if a Compliance Certificate is not delivered when due in accordance
with Section 5.1(c), Pricing Tier 4 shall apply as of the first Business Day after the date on which such Compliance Certificate
was required to have been delivered and shall continue to apply until the first Business Day immediately following the date a Compliance
Certificate is delivered in accordance with Section 5.1(c), whereupon the Applicable Rate shall be adjusted based upon the
calculation of the Consolidated Leverage Ratio contained in such Compliance Certificate. The Applicable Rate in effect from the Effective
Date to the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 5.1(c) for
the fiscal quarter ending April 1, 2023 shall be determined based upon Pricing Tier 2. Notwithstanding anything to the contrary contained
in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.15(f).


 






    5


     


    

 


“Applicable Revolving
Percentage”: with respect to any Revolving Lender at any time, such Revolving Lender’s Applicable Percentage in respect
of the aggregate Revolving Commitments at such time.


 


“Applicable Time”:
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 to be necessary for timely settlement on the relevant date in accordance with
normal banking procedures in the place of payment.


 


“Approved Fund”:
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.


 


“Asset Swap”:
the exchange by the Parent or a Restricted Subsidiary of any portion of its assets for other assets which, or Capital Stock of a Person
all or substantially all of the assets of which, are of a type used in the business of the Parent and its Restricted Subsidiaries or in
a related business, or a combination of any such assets or Capital Stock of such a Person and cash or Permitted Investments; provided
that in the case of any such exchange involving the exchange of assets having an aggregate fair market value in excess of $100,000,000,
either (a) the board of directors of the Parent or (b) the chief financial officer of the Parent shall have determined in good
faith that the aggregate fair market value of the assets and other consideration received in connection therewith shall at least equal
the aggregate fair market value of the assets so exchanged.


 


“Assignee Group”:
two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.


 


“Assignment and Assumption”:
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 9.4(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit B or any other
form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.


 


“Assumption Agreement”:
an assumption entered into by an additional obligor pursuant to Section 5.11(a) and accepted by the Administrative Agent,
in substantially the form of Annex 2 to the Guarantee and Collateral Agreement.


 


“Attributable Debt”:
in respect of a Sale/Leaseback Transaction, as at the time of determination, the present value (discounted at the interest rate assumed
in making calculations in accordance with FAS 13) of the total obligations of the Parent or the relevant Restricted Subsidiary, as lessee,
for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which
such lease has been extended).


 


“Australian Dollar”:
the lawful currency of Australia.


 


“Auto-Extension Letter
of Credit”: as defined in Section 2.5(b)(i).


 






    6


     


    

 


“Available Amount”:
the sum of (a) $100,000,000; plus (b) a positive amount equal to 50% of cumulative Consolidated Net Income during the
period from the Original Closing Date to the end of the most recent fiscal quarter preceding the date of any Investment, Restricted Payment
or prepayment of Subordinated Debt, in each case, using any portion of the Available Amount for which financial statements have been (or
were required to be) delivered pursuant to Section 5.1(a) or Section 5.1(b) (or, in case such Consolidated
Net Income is a deficit, minus 100% of such deficit); plus (c) the cumulative amount of Net Proceeds from (i) the
sale of Capital Stock (other than any Disqualified Capital Stock) of the Parent after the Original Closing Date and on or prior to such
time (other than any such sale to the Parent or any Restricted Subsidiary), which Net Proceeds have been received in the form of common
equity by, or contributed as common equity to the capital of, the Parent and (ii) the principal amount of Indebtedness (other than
Indebtedness that is contractually subordinated to the Obligations or that is owed to an Unrestricted Subsidiary) of the Parent or any
Restricted Subsidiary owed to a Person that is not a Loan Party or a Subsidiary of a Loan Party incurred after the Original Closing Date
that is converted to common equity (other than any Disqualified Capital Stock) of the Parent after the Original Closing Date, in the case
of each of clauses (i) and (ii), to the extent not previously applied for a purpose other than use in the Available Amount; plus
(d) in the event any Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has been merged, consolidated or
amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Parent or a Restricted Subsidiary, in each
case after the Original Closing Date, the fair market value of the Investments of the Parent and the Restricted Subsidiaries in such Unrestricted
Subsidiary as of the time of such re-designation, combination or transfer (or of the assets transferred or conveyed, as applicable) so
long as such Investments were originally made pursuant to Section 6.5(m)(ii)(B); provided that, in each case, such
amount does not exceed the amount of such Investment made pursuant to such Section as such amount is reduced by any returns contemplated
by the following clause (e) prior to such time; plus (e) to the extent not already included in Consolidated Net Income,
an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income
and similar amounts) actually received in cash or cash equivalents by the Parent or any Restricted Subsidiary after the Original Closing
Date in respect of any Investments made pursuant to Section 6.5(m)(ii)(B); provided, in each case, that such amount
does not exceed the amount of such Investment made pursuant to such Section; minus (f) any portion of the Available Amount
used to make Investments pursuant to Section 6.5(m)(ii)(B), Restricted Payments pursuant to Section 6.8(e)(i)(B) and
prepayments of Subordinated Debt pursuant to Section 6.9(a)(iii)(A), in each case, after the Original Closing Date and prior
to such time.


 


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


 


“Bail-In Legislation”:
(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”:
Bank of America, N.A. and its successors.


 


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


 


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


 


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


 


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


 






    7


     


    

 


“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.


 


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


 


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


 


“BofA Securities”:
BofA Securities, Inc.


 


“Borrower Materials”:
as defined in Section 5.1.


 


“Borrowers”:
the collective reference to the U.S. Borrower and the Foreign Subsidiary Borrowers.


 


“Borrowing”:
(a) Loans (other than Swingline Loans) of the same Class, Type and currency, made, converted or continued on the same date and, in
the case of Term SOFR Loans and Alternative Currency Term Rate Loans, as to which a single Interest Period is in effect, or (b) a
Swingline Loan.


 


“Borrowing Request”:
a request by the relevant Borrower for a Borrowing in accordance with Section 2.3. A Borrowing Request shall be in a form
approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved
by the Administrative Agent), and shall be appropriately completed and signed by a Responsible Officer of the U.S. Borrower (or, in the
case of Borrowings by a Foreign Subsidiary Borrower, signed by the U.S. Borrower or such Foreign Subsidiary Borrower, as specified by
the U.S. Borrower by prior written notice to the Administrative Agent).


 


“Borrowing Subsidiary
Agreement”: each Borrowing Subsidiary Agreement delivered after the Effective Date, substantially in the form of Exhibit D.


 


“Borrowing Subsidiary
Termination”: a Borrowing Subsidiary Termination, substantially in the form of Exhibit E.


 


“Business Day”:
any day that is not a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact
generally closed in, New York, New York; provided that: (a) if such day relates to any interest rate settings as to an Alternative
Currency Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Alternative Currency
Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Alternative Currency Loan, means
a Business Day that is also a TARGET Day; (b) if such day relates to any interest rate settings as to an Alternative Currency Loan
denominated in (i) 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 legal holiday under the laws of the United Kingdom, (ii) Swiss Francs, means a day other than when banks are closed for
settlement and payments of foreign exchange transactions in Zurich because such day is a Saturday, Sunday or a legal holiday under the
laws of Switzerland and (iii) Yen, means a day other than when banks are closed for general business in Japan; (c) if such day
relates to any interest rate settings as to an Alternative Currency Loan denominated in a currency other than, Euro, Sterling, Swiss Francs
or Yen, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the applicable
interbank market for such currency; (d) 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; (e) with respect to the issuance of any FCI by an FCI Issuing Lender, such day is also a day on which banks are
open for general business at the Foreign Trade Facility Administrative Office and the Lending Office of such FCI Issuing Lender; (f) with
respect to any Utilization Reduction Notice given by an FCI Issuing Lender, such day is also a day on which banks are open for general
business at the Lending Office of such FCI Issuing Lender; (g) with respect to any calculation of the Dollar Equivalent pursuant
to Section 2.6(l), the distribution of reports pursuant to Section 2.6(p) and the determination of a Rebasing
Date, such day is also a day on which banks are open for general business at the Foreign Trade Facility Administrative Office; and (h) in
all other cases with respect to the Foreign Trade Facility, such day is also a day on which banks are open for general business in Düsseldorf.


 






    8


     


    

 


“Calculation Date”:
(a) with respect to any Alternative Currency Loan, each of the following: (i) the date of Borrowing of such Alternative Currency
Loan, (ii) each Interest Payment Date with respect to such Alternative Currency Loan, (iii) each date of a continuation of an
Alternative Currency Term Rate Loan pursuant to Section 2.3 and/or Section 2.8, and (iv) such additional
dates as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with respect to any Letter of Credit
denominated in an Alternative Currency, each of the following: (i) the date of issuance of such Letter of Credit, (ii) each
date of an amendment of such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment
by the applicable Issuing Lender under such Letter of Credit, and (iv) such additional dates as the Administrative Agent or the applicable
Issuing Lender shall determine or the Required Lenders shall require.


 


“Canadian Dollar”:
the lawful currency of Canada.


 


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


 


“Capital Stock”:
shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or
other equity ownership interests in a Person.


 


“Cash Cover”:
as defined in Section 2.6(m)(iv).


 


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


 


“Change in Law”:
the occurrence, after the Effective Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation
or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application
thereof by any Governmental Authority; or (c) the making or issuance of any request, rule, guideline or directive (whether or not
having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection
therewith or in the implementation thereof 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 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, issued or implemented.


 






    9


     


    

 


“Change of Control”:
(a) the acquisition of ownership, directly or indirectly, beneficially, by any “person” or “group” (within
the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect
on the Effective Date) of Capital Stock representing more than 35% of either the aggregate ordinary voting power or the aggregate equity
value represented by the issued and outstanding Capital Stock of the Parent; or (b) occupation of a majority of the seats (other
than vacant seats) on the board of directors of the Parent by Persons who were neither (i) nominated, appointed or approved for election
by the board of directors of the Parent nor (ii) appointed by directors so nominated, appointed or approved for election; or (c) the
occurrence of a “Change of Control” (or any comparable concept) as defined in any Subordinated Debt Documents or any Other
Permitted Debt Documents; or (d) any event or series of events (other than the consummation of the Permitted Reorganization) by which
the Parent shall cease to own and control, of record and beneficially, directly, 100% of the Capital Stock of the U.S. Borrower.


 


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


 


“Class”:
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
the Term Loan A, Incremental Term Loans or Swingline Loans and, when used in reference to any Commitment, refers to whether such
Commitment is a Revolving Commitment, an FCI Issuing Commitment, a Term Loan A Commitment or an Incremental Term Loan Commitment.


 


“CME”:
CME Group Benchmark Administration Limited.


 


“Code”:
the Internal Revenue Code of 1986, as amended from time to time.


 


“Collateral”:
all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.


 


“Collateral Date”:
each date on which, pursuant to Section 5.1, the Parent delivers annual financial statements in respect of its fiscal year
or quarterly financial statements in respect of the second quarter of its fiscal year.


 


“Commercial Lifetime”:
with respect to any FCI that does not provide for a specific expiration date, the period from the date of issuance thereof until the expected
maturity of such FCI as indicated by the relevant Borrower in its reasonable discretion in the relevant Utilization Request determined
on the basis of the lifetime of the underlying obligations.


 


“Commitment”:
a Revolving Commitment, a Term Loan A Commitment, an Incremental Term Loan Commitment, an FCI Issuing Commitment or any combination thereof
(as the context requires).


 


“Commodity Exchange
Act”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.) as amended or otherwise modified, and any successor statute.


 


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


 


“Compliance Certificate”:
as defined in Section 5.1(c).


 






    10


     


    

 


“Conforming Changes”:
with respect to the use, administration of or any conventions associated with any Relevant Rate or any proposed Successor Rate for any
Alternative Currency, as applicable, any conforming changes to the definition of “BBSY”, the definition of “BKBM”,
the definition of “ CDOR”, the definition of “CIBOR”, the definition of “EURIBOR”, the definition
of “Interest Period”, the definition of “SARON”, the definition of “SONIA”, the definition of “STIBOR”,
the definition of “TIBOR”, the 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 definition of “Business Day”, the timing
of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the
reasonable discretion of the Administrative Agent, 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 for such Alternative
Currency (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 for such Alternative Currency exists, in such other manner of administration
as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan
Document).


 


“Consideration”:
in connection with any acquisition or Investment, the consideration paid by the Parent or any of its Restricted Subsidiaries in connection
therewith (including consideration in the form of issuance of Capital Stock of the Parent or any Restricted Subsidiary and assumption
of Indebtedness but excluding, for the purposes of any calculation made pursuant to Section 6.5, consideration in the form
of issuance of Capital Stock of the Parent).


 


“Consolidated EBITDA”:
for any period, Consolidated Net Income for such period; plus (a) without duplication and to the extent reflected as a charge
in the statement of such Consolidated Net Income for such period (except with respect to clauses (a)(xiii) and (a)(xvii) below),
the sum of: (i) income tax expense; (ii) interest expense, amortization or write-off of debt discount and debt issuance costs
and commissions, discounts and other premiums, fees and charges associated with Indebtedness or any Qualified Receivables Transaction,
whether in connection with the Incurrence, prepayment, redemption, termination or wind-down thereof or otherwise associated with Indebtedness
or any Qualified Receivables Transaction (including the Loans and net costs under Hedging Agreements); (iii) depreciation and amortization
expense; (iv) amortization or write-off of intangibles (including goodwill) and organization costs; (v) any unusual and infrequent
or non-recurring non-cash expenses or non-cash losses; provided that in the event that the Parent or any of its Restricted Subsidiaries
makes any cash payment in respect of any such unusual and infrequent or non-recurring non-cash expense, such cash payment shall be deducted
from Consolidated EBITDA in the period in which such cash payment is made; (vi) losses on Dispositions of assets outside of the ordinary
course of business; (vii) unusual and infrequent or non-recurring cash charges resulting from restructuring, severance, plant-closings,
integration and other non-recurring events; provided that the aggregate amount added back to Consolidated EBITDA pursuant to this
clause (a)(vii) for any fiscal year of the Parent shall not exceed an amount equal to (A) $50,000,000, plus (B) the
unused amount of permitted add-backs pursuant to this clause (a)(vii) for the immediately preceding fiscal year of the Parent (it
being understood and agreed that the unused amount of permitted add-backs pursuant to this clause (a)(vii) for any fiscal year of
the Parent may only be used in the immediately succeeding fiscal year of the Parent and not in any subsequent fiscal year of the Parent);
(viii) non-cash compensation expenses and related charges (other than any non-cash expenses and related charges that represent a
cash payment in any other period), including non-cash expenses or charges arising from the contribution, sale or other use of stock or
stock appreciation or tracking rights, the granting of stock options, the granting of stock appreciation or tracking rights, the granting
of restricted stock or restricted stock units and arrangements similar to any of the foregoing (including any repricing, amendment, modification,
substitution or change of any such stock, stock option, stock appreciation or tracking rights, restricted stock or restricted stock units
or similar arrangements); (ix) any loss recorded in connection with the designation of a discontinued operation (exclusive of its
operating loss); (x) any loss realized upon the sale or other disposition of any Capital Stock of any Person; (xi) any increase
in the cost of sales or other write-offs or other increased costs resulting from purchase accounting in relation to any acquisitions net
of taxes; (xii) any expense attributable to pension plans and/or post-retirement medical plans to the extent such expense exceeds
service cost and amortization of prior service costs /credits attributable to pension plans and/or post-retirement medical plans; (xiii) the
aggregate amount of Net Proceeds of liability, casualty or business interruption insurance received by the Parent or any Restricted Subsidiary
during such period; (xiv) director’s fees and reimbursements of reasonable out-of-pocket expenses in connection with attending
board of director meetings or other actions for the benefit of the Parent and its Restricted Subsidiaries in an aggregate amount not to
exceed $3,000,000 in any four fiscal quarter period; (xv) any non-cash asbestos accrual expenses or losses; provided that
in the event that the Parent or any of its Restricted Subsidiaries makes any cash payment in respect of any such non-cash expense or loss,
such cash payment shall be deducted from Consolidated EBITDA in the period in which such cash payment is made; (xvi) reasonable fees,
costs and expenses of the Parent or any of its Restricted Subsidiaries incurred during such period in connection with any Permitted Acquisition
or any Disposition permitted pursuant to Section 6.6 (in each case, whether or not consummated); provided that, upon
request of the Administrative Agent, the Parent shall provide reasonably detailed evidence of the amount of any such reasonable fees,
costs and expenses added-back pursuant to this clause (a)(xvi) for any period; and (xvii) the amount of net cost savings relating
to a Permitted Acquisition which are projected by the Parent in good faith to be realized within eighteen (18) months after the date of
such Permitted Acquisition as a result of actions taken during such period and synergies relating to a Permitted Acquisition which are
projected by the Parent in good faith to be realized within eighteen (18) months after the date of such Permitted Acquisition as a result
of actions taken during such period, in each case, net of the amount of actual benefits realized during such period that are otherwise
included in the calculation of Consolidated EBITDA from such actions; provided that (A) such net cost savings and synergies
are reasonably identifiable and factually supportable, and (B) the aggregate amount added to Consolidated EBITDA pursuant to this
clause (a)(xvii) for any period shall not exceed 10% of Consolidated EBITDA (calculated without giving effect to the amounts added
to Consolidated EBITDA permitted pursuant to this clause (a)(xvii)); minus, (b) without duplication, to the extent included
in the statement of such Consolidated Net Income for such period: (i) any unusual and infrequent or non-recurring non-cash income
or non-cash gains; (ii) gains on Dispositions of assets outside of the ordinary course of business; (iii) any gain recorded
in connection with the designation of a discontinued operation (exclusive of its operating income); (iv) any gain realized upon the
sale or other disposition of any Capital Stock of any Person; (v) any income attributable to pension plans and/or post-retirement
medical plans to the extent such income exceeds service cost and amortization of prior service costs/credits attributable to pension plans
and/or post-retirement medical plans; and (vi) any non-cash asbestos accrual income or gains.


 






    11


     


    

 


For the purposes of determining
Consolidated EBITDA for any period, the cumulative effect of any change in accounting principles (effected either through cumulative effect
adjustment or a retroactive application) shall be excluded. For the purposes of determining Consolidated EBITDA for any period of four
consecutive fiscal quarters (each, a “Reference Period”) pursuant to any determination of the Consolidated Leverage
Ratio or the Consolidated Interest Coverage Ratio, if during such Reference Period (or, in the case of pro forma calculations,
during the period from the last day of such Reference Period to and including the date as of which such calculation is made) the Parent
or any Restricted Subsidiary shall have made a Material Disposition or Material Acquisition, Consolidated EBITDA for such Reference Period
shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the
first day of such Reference Period (with the Reference Period for the purposes of pro forma calculations being the most recent
period of four consecutive fiscal quarters for which the relevant financial information is available), without giving effect (unless permitted
for pro forma financial statements prepared in accordance with Regulation S-X) to cost savings. As used in this definition, “Material
Acquisition” means any acquisition of property or series of related acquisitions of property that (a) constitutes all or
substantially all of the assets of a business, unit or division of a Person or constitutes all or substantially all of the common stock
(or equivalent) of a Person and (b) involves Consideration in excess of $5,000,000; and “Material Disposition”
means any Disposition of property or series of related Dispositions of property that (i) involves all or substantially all of the
assets of a business, unit or division of a Person or constitutes all or substantially all of the common stock (or equivalent) of a Restricted
Subsidiary and (ii) yields gross proceeds to the Parent or any of its Restricted Subsidiaries in excess of $5,000,000. Notwithstanding
the foregoing, for purposes of calculating Consolidated EBITDA for any period, the amount of Consolidated EBITDA attributable to Non-Subsidiary
Joint Ventures for such period in excess of the amount of distributions made by such Non-Subsidiary Joint Ventures to the Parent or any
of its Restricted Subsidiaries during such period shall not exceed ten percent (10%) of total Consolidated EBITDA for such period.


 






    12


     


    

 


“Consolidated Interest
Coverage Ratio”: as of any date of determination, the ratio of (a) Consolidated EBITDA for the period of four fiscal quarters
of the Parent most recently ended to (b) Consolidated Interest Expense for the period of four fiscal quarters of the Parent most
recently ended.


 


“Consolidated Interest
Expense”: for any period, the sum of (a) total cash interest expense (including that attributable to Capital Lease Obligations)
of the Parent and its Restricted Subsidiaries for such period with respect to all outstanding Indebtedness of the Parent and its Restricted
Subsidiaries (including net cash costs or net cash income under Hedging Agreements in respect of such Indebtedness to the extent such
net cash costs or net cash income, as the case may be, are allocable to such period in accordance with GAAP), plus (b) total
dividend payments made by the Parent or any of its Restricted Subsidiaries to any Person (other than the Parent or any Wholly Owned Loan
Party) during such period in respect of preferred Capital Stock, plus (c) to the extent not otherwise included in “interest
expense” (or any like caption) on a consolidated income statement of the Parent and its Restricted Subsidiaries for such period,
any other discounts, fees and expenses comparable to or in the nature of interest under any Qualified Receivables Transaction; provided
that, notwithstanding the foregoing, in no event shall any of the following constitute “Consolidated Interest Expense”: (i) premiums
or fees paid by the Parent or its Restricted Subsidiaries in connection with the prepayment or redemption of Indebtedness, (ii) any
net cash costs or any net cash income, as the case may be, of the Parent or its Restricted Subsidiaries in connection with termination
or wind-down of any Hedging Agreement or (iii) all commissions, discounts and other fees and charges owed by the Parent or any of
its Restricted Subsidiaries with respect to FCIs, letters of credit, bank undertakings and analogous instruments and bankers’ acceptance
financing.


 


“Consolidated Leverage
Ratio”: as of any date of determination, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated
EBITDA for the period of four fiscal quarters of the Parent most recently ended; provided that with respect to any calculation
of the Consolidated Leverage Ratio to be made in connection with the incurrence of Indebtedness, the proceeds of such Indebtedness shall
not be included as “cash and cash equivalents” in the calculation of Consolidated Total Debt for purposes of determining the
Consolidated Leverage Ratio.


 


“Consolidated Net
Income”: for any period, the consolidated net income (or loss) of the Parent, its Restricted Subsidiaries and its Non-Subsidiary
Joint Ventures, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the
income (or deficit) of any Person accrued prior to the date it becomes a Restricted Subsidiary or Non-Subsidiary Joint Venture of the
Parent or is merged into or consolidated with the Parent or any of its Restricted Subsidiaries and (b) the income (or deficit) of
any Person (other than a Restricted Subsidiary or a Non-Subsidiary Joint Venture of the Parent) in which the Parent or any of its Restricted
Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Parent or such Restricted
Subsidiary in the form of dividends or similar distributions.


 






    13


     


    

 


“Consolidated Senior
Secured Leverage Ratio”: as of any date of determination, the ratio of (a) Consolidated Total Debt on such day that is
secured by a Lien (including the Obligations that are secured by Collateral) to (b) Consolidated EBITDA for the period of four fiscal
quarters of the Parent most recently ended; provided that with respect to any calculation of the Consolidated Senior Secured Leverage
Ratio to be made in connection with the incurrence of Indebtedness, the proceeds of such Indebtedness shall not be included as “cash
and cash equivalents” in the calculation of Consolidated Total Debt for purposes of determining the Consolidated Senior Secured
Leverage Ratio.


 


“Consolidated Total
Debt”: at any date, the sum of (a) the aggregate principal amount of all Indebtedness of the Parent and its Restricted
Subsidiaries at such date (excluding the face amount of undrawn letters of credit, bank undertakings or analogous instruments, and bankers’
acceptance financing, in each case whether or not issued under this Agreement, and other FCIs), determined on a consolidated basis in
accordance with GAAP, calculated net of unrestricted cash and cash equivalents that would (in conformity with GAAP) be set forth on a
consolidated balance sheet of the Parent and its Restricted Subsidiaries as of such date, plus (b) without duplication of
amounts included in clause (a) above, an amount equal to the aggregate amount of Receivables Transaction Attributed Indebtedness
associated with any Qualified Receivables Transaction which is outstanding at such date.


 


“Contractual Obligation”:
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”:
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.


 


“Counter-Guarantee”:
(a) a customary standby letter of credit, bank guarantee or surety issued by an FCI Issuing Lender as credit support for an Indirect
FCI issued by an Indirect FCI Issuing Lender or (b) a customary standby letter of credit, bank guarantee or surety issued by an FCI
Issuing Lender as credit support for a standby letter of credit, bank guarantee or surety issued by itself or another financial institution
(including one of such FCI Issuing Lender’s domestic or foreign branches or affiliates).


 


“Covered Entity”:
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”:
as defined in Section 9.20.


 


“Daily Report”:
as defined in Section 2.6(p).


 


“Daily Simple SOFR”:
with respect to any applicable determination date, SOFR published on such date on the Federal Reserve Bank of New York’s website
(or any successor source).


 


“Danish Krone”:
the lawful currency of Denmark.


 


“DB Direct Internet
Agreement”: collectively, (a) the db direct internet agreement, dated March 6, 2013, between the Parent and the Foreign
Trade Facility Agent regarding the use of the db-direct internet communication facility, as such agreement may be amended, modified or
otherwise supplemented or replaced from time to time, and (b) any other agreement between or among the Parent, the U.S. Borrower
and the Foreign Trade Facility Agent regarding any replacement communication facility for such db-direct internet communication facility,
as such other agreement may be amended, modified or otherwise supplemented or replaced from time to time.


 






    14


     


    

 



 


“DBSI”:
Deutsche Bank Securities Inc., in its capacity as a joint lead arranger and a joint bookrunner.


 


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


 


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


 


“Defaulting Lender”:
subject to Section 2.24(b), any Lender that, as reasonably determined by the Administrative Agent, (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 U.S. Borrower in writing that such failure is the result of such Lender’s
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 Foreign Trade
Facility Agent, any Issuing Lender, any FCI Issuing Lender, the Swingline 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 Swingline Loans) within two Business Days of the date
when due, (b) has notified the U.S. Borrower, the Administrative Agent, the Foreign Trade Facility Agent, any Issuing Lender, any
FCI Issuing Lender or the Swingline 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 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, the Foreign Trade Facility Agent or
the U.S. Borrower, to confirm in writing to the Administrative Agent, the Foreign Trade Facility Agent and the U.S. Borrower that it will
comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant
to this clause (c) upon receipt of such written confirmation by the Administrative Agent, the Foreign Trade Facility Agent and the
U.S. Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under
the Bankruptcy Code of the United States (or similar debtor relief laws of the United States or other applicable jurisdictions), (ii) had
appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged
with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or
federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender
shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct
or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender
with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on
its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements
made with such Lender.


 


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


 






    15


     


    

 


“Designated Obligations”:
collectively, (a) Obligations arising under Specified Hedging Agreements, (b) Obligations arising under Specified Cash Management
Agreements, and (c) Specified Obligations.


 


“Determination Date”:
each date that is two Business Days after any Calculation Date.


 


“Deutsche Bank”:
Deutsche Bank AG and its successors.


 


“Deutsche Bank Fee
Letter”: that certain fee letter agreement, dated as of the Effective Date, by and between the U.S. Borrower and Deutsche Bank
AG.


 


“Disclosed Matters”:
the matters disclosed in Schedule 3.4.


 


“Disclosure Letter”:
that certain disclosure letter dated as of the Effective Date, executed and delivered on or prior to the Effective Date by the U.S. Borrower
to the Administrative Agent, for the benefit of the Lenders.


 


“Disposition”:
with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer, contribution to a joint venture or
other disposition thereof. “Dispose” and “Disposed of” have meanings correlative thereto.


 


“Disqualified Capital
Stock”: any Capital Stock or other equity interests of any class or classes that, by its terms (or by the terms of any security
or other Capital Stock into which it is convertible or for which it is exchangeable) or upon the happening of any event or condition,
(a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (except as a result of a change of control
or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject
to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments),
(b) is redeemable at the option of the holder thereof (except as a result of a change of control or asset sale so long as any rights
of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full
of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), in whole or in part, (c) provides
for the scheduled payment of dividends in cash or (d) is or becomes convertible into or exchangeable for Indebtedness or any other
capital stock or other equity interests that would constitute Disqualified Capital Stock, in each case for clauses (a) through (d) above,
prior to the date that is 91 days after the latest maturity date in effect for Loans hereunder at the time of issuance of such capital
stock.


 


“Dollar Equivalent”:
on any date of determination, (a) for the purposes of determining compliance with Article VI or the existence of an Event
of Default under Article VII (other than for the purpose of determining amounts outstanding hereunder, in which case clause
(b) below shall govern), with respect to any amount denominated in a currency other than Dollars, the equivalent in Dollars of such
amount, determined in good faith by the Parent in a manner consistent with the way such amount is or would be reflected on the Parent’s
audited consolidated financial statements for the fiscal year in which such determination is made, (b) with respect to any amount
hereunder denominated in an Alternative Currency, the amount of Dollars that may be purchased with such amount of such currency at the
Exchange Rate (determined as of the most recent Calculation Date by the Administrative Agent) with respect to such currency, (c) with
respect to the amount of any FCI Disbursement denominated in a Permitted Currency or in another currency permitted under Section 2.6(g)(vii),
the amount of Dollars that are required to purchase such amount of such currency at the Exchange Rate (determined by the applicable FCI
Issuing Lender) with respect to such currency, and (d) with respect to any calculation hereunder by the Foreign Trade Facility Agent
of the amount of Dollars equivalent to any amount denominated in another currency, the amount of Dollars calculated by the Foreign Trade
Facility Agent in accordance with the applicable exchange rate provided in Section 2.6(l).


 






    16


     


    

 


“Dollars”
or “$”: refers to lawful money of the United States.


 


“Domestic Subsidiary”:
any Subsidiary other than a Foreign Subsidiary.


 


“Dutch Auction”:
as defined in Section 9.4(k).


 


“EEA Financial Institution”:
(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”:
any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution Authority”:
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.


 


“Effective Date”:
August 12, 2022.


 


“Electronic Copy”:
as defined in Section 9.16.


 


“Electronic Record”:
as defined in 15 USC §7006.


 


“Electronic Signature”:
as defined in 15 USC §7006.


 


“Eligible Assignee”:
any Person that meets the requirements to be an assignee under Section 9.4(b)(iv), (v) and (vi) (subject
to such consents, if any, as may be required under Section 9.4(b)).


 


“EMU”:
the Economic and Monetary Union as contemplated in the Treaty.


 


“Environmental Laws”:
all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions or binding agreements issued, promulgated or
entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources,
the management, release or threatened release of any Hazardous Material or to health and safety matters (to the extent relating to exposure
to Hazardous Materials).


 


“Environmental Liability”:
any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities),
of the Parent or any Restricted 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.


 






    17


     


    

 


“ERISA”:
the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


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


 


“ERISA Event”:
(a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect
to a Plan (other than an event for which the 30-day notice period is waived); (b) the determination that a Plan is in “at-risk
status” as defined in Section 430 of the Code; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of
ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the U.S. Borrower
or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt
by the U.S. Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate
any Plan or Plans; (f) the incurrence by the U.S. Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal
or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the U.S. Borrower or any ERISA Affiliate of any
notice, or the receipt by any Multiemployer Plan from the U.S. Borrower or any ERISA Affiliate of any notice, concerning the imposition
of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within
the meaning of Title IV of ERISA.


 


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


 


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


 


“Euro”:
the single currency of Participating Member States introduced in accordance with the provisions of Article 109(1)4 of the Treaty.


 


“Event of Default”:
as defined in Article VII.


 


“Excess Amount”:
as defined in Section 2.6(m)(i).


 


“Exchange Rate”:
on any day, (a) with respect to any Alternative Currency, the rate at which such Alternative Currency may be exchanged into Dollars,
as set forth at approximately 11:00 a.m. on such day on the applicable Reuters World Spot Page, as determined by the Administrative
Agent or (b) with respect to any Permitted Currency or other currency for an FCI permitted under Section 2.6(g)(vii),
the rate at which such Permitted Currency or other currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m., Düsseldorf,
Germany time, on such day on the applicable Reuters World Spot Page, as determined by the applicable FCI Issuing Lender. In the event
that any such rate does not appear on any Reuters World Spot Page, the Exchange Rate shall be determined by reference to such other publicly
available service for displaying exchange rates reasonably selected by the Administrative Agent or the applicable FCI Issuing Lender,
in consultation with the U.S. Borrower for such purpose or, at the discretion of the Administrative Agent or the applicable FCI Issuing
Lender, in consultation with the U.S. Borrower, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange
of the Administrative Agent or the applicable FCI Issuing Lender, in the market where its foreign currency exchange operations in respect
of such Alternative Currency or Permitted Currency or other currency are then being conducted, at or about 11:00 a.m., local time, on
such day for the purchase of the applicable Alternative Currency or Permitted Currency or other currency for delivery two Business Days
later; provided that, if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative
Agent or the applicable FCI Issuing Lender may use any other reasonable method it deems appropriate to determine such rate, and such determination
shall be presumed correct absent manifest error.


 






    18


     


    

 


“Excluded Information”:
any non-public information with respect to the Parent or its Restricted Subsidiaries or any of their respective securities to the extent
such information could have a material adverse effect upon, or otherwise be material and adverse to, an assigning Term Loan A Lender’s
and/or an Incremental Term Lender’s decision to assign Term Loans.


 


“Excluded Swap Obligation”:
with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee 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 of any 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 or any regulation or order of the Commodity Futures Trading Commission (determined after giving effect to Section 9.18
and any other keepwell, support or other agreement for the benefit of such Loan Party and any and all guarantees of such Loan Party’s
Swap Obligations by other Loan Parties) at the time the Guarantee 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 Hedging
Agreement, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Hedging Agreements for which
such Guarantee or security interest becomes illegal.


 


“Excluded Taxes”:
with respect to an Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party
hereunder or under any other Loan Document, (a) income or franchise taxes imposed on (or measured by) its net income (i) by
the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any
Lender, in which its applicable Lending Office is located, or (ii) as a result of any other present or former connection between
such recipient and the jurisdiction imposing such tax (other than any connection 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, and/or enforced, any Loan Documents), (b) any branch profits taxes imposed by the United States
or any similar tax imposed by any other jurisdiction in which any Borrower is located, (c) in the case of any Borrowing by the U.S.
Borrower, any other Borrower that is a United States person as defined in Section 7701(a)(30) of the Code, or any Foreign Subsidiary
Borrower (other than any Foreign Subsidiary Borrower that becomes a Borrower hereunder after the Effective Date), with respect to any
Lender (other than an assignee pursuant to a request by a Borrower under Section 2.23), or the Foreign Trade Facility Agent,
any withholding tax imposed by the jurisdiction in which such Borrower is located that is (i) imposed on amounts payable to such
Lender or the Foreign Trade Facility Agent, as applicable, at the time such Lender or the Foreign Trade Facility Agent becomes a party
to this Agreement or, in the case of a Lender, changes its Lending Office or (ii) attributable to such Lender’s or the Foreign
Trade Facility Agent’s failure to comply with Section 2.19(e), Section 2.19(f) or Section 2.19(i),
except, in the case of a Lender, to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of
a new Lending Office (or assignment), to receive additional amounts from any Borrower with respect to such withholding tax pursuant to
Section 2.19(a) and (d) any withholding Taxes imposed under FATCA.


 


“Exempt Deposit Accounts”:
(a) deposit accounts the balance of which consists exclusively of (i) withheld income taxes and federal, state or local employment
taxes in such amounts as are required in the reasonable judgment of the U.S. Borrower to be paid to the Internal Revenue Service or state
or local government agencies within the following two months with respect to employees of any of the Loan Parties, and (ii) amounts
required to be paid over to an employee benefit plan pursuant to DOL Reg. Sec. 2510.3-102 on behalf of or for the benefit of employees
of one or more Loan Parties, and (b) all segregated deposit accounts constituting (and the balance of which consists solely of funds
set aside in connection with) tax accounts, payroll accounts and trust accounts.


 






    19


     


    

 


“Existing Credit
Agreement”: as defined in the recitals to this Agreement.


 


“Existing FCIs”:
any standby letter of credit, bank guarantee, surety or other FCI which is issued by an FCI Issuing Lender prior to the Effective Date
and set forth on Schedule 1.1D.


 


“Existing Letters
of Credit”: any Letter of Credit which is issued by an Issuing Lender prior to the Effective Date and set forth on Schedule
1.1E, which Schedule 1.1E includes a designation for each such Existing Letter of Credit as either a Financial Letter of Credit
or a Non-Financial Letter of Credit.


 


“Extended Foreign
Trade Maturity Date”: as defined in Section 2.6(b)(i).


 


“Extended Revolving
Maturity Date”: as defined in Section 2.1(c)(i).


 


“Extension Acceptance
Notice”: as defined in Section 2.6(b)(i).


 


“Extension Date”:
as defined in Section 2.6(b)(i).


 


“Extension Notice”:
as defined in Section 2.6(b)(i).


 


“Face Amount”:
with respect to any FCI or Letter of Credit, the principal face amount of such FCI or Letter of Credit in Dollars or, as the case may
be, any other currency in which such FCI or Letter of Credit has been issued, such amount representing the maximum liability of the applicable
FCI Issuing Lender under such FCI or the applicable Issuing Lender under such Letter of Credit, which may only be increased by fees and
interest payable with respect to the secured obligation if, and to the extent, so provided for under the terms of such FCI or such Letter
of Credit.


 


“Facility”:
each of (a) the Revolving Commitments and the Revolving Loans made hereunder (the “Revolving Facility”), (b) the
FCI Issuing Commitments, the FCIs issued hereunder and the Existing FCIs governed hereby (the “Foreign Trade Facility”),
(c) the Term Loan A made hereunder and (d) the Incremental Term Loans under any term loan facility established pursuant to Section 2.1(b) (each,
an “Incremental Term Loan Facility”).


 


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


 


“FCI”:
a Warranty Guarantee, a Performance Guarantee, an Advance Payment Guarantee, a Tender Guarantee, a General Purpose Guarantee, a Counter-Guarantee
or a Trade LC, in each case issued by an FCI Issuing Lender pursuant to the terms hereof, or an Existing FCI.


 


“FCI Assuming Person”:
as defined in Section 2.6(a).


 






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“FCI Commitment Fee”:
as defined in Section 2.6(n)(i).


 


“FCI Disbursement”:
as defined in Section 2.6(h)(i).


 


“FCI Fee”:
as defined in Section 2.6(n)(ii).


 


“FCI Handling Fee”:
as defined in Section 2.6(n)(iii).


 


“FCI Issuing Commitment”:
with respect to each FCI Issuing Lender, the commitment of such FCI Issuing Lender to issue FCIs, as such commitment may be changed from
time to time pursuant to this Agreement. The FCI Issuing Commitment of each FCI Issuing Lender party to this Agreement on the Effective
Date is set forth opposite the name of such FCI Issuing Lender on Schedule 1.1A. The initial FCI Issuing Commitment of each FCI
Issuing Lender that becomes a party to this Agreement after the Effective Date shall be set forth in the Assignment and Assumption or
other agreement pursuant to which such FCI Issuing Lender becomes a party hereto, as applicable. The aggregate principal amount of the
FCI Issuing Commitments as of the Effective Date is TWENTY-FIVE MILLION DOLLARS ($25,000,000).


 


“FCI Issuing Lender”:
(a) a Lender with an FCI Issuing Commitment or with FCI Issuing Lender Exposure, (b) a Person whose FCI Issuing Commitment was
terminated pursuant to the terms of Section 2.6(b)(i) but that has issued prior to such termination any FCI pursuant
to Section 2.6 that continues to remain outstanding following such termination (for which it has not received a Counter-Guarantee
or in respect of which the U.S. Borrower or other relevant Borrower has not provided Cash Cover (or other credit support), in each case
as credit support for such FCI (provided that if it has received such a Counter-Guarantee or such Cash Cover (or other credit support)
has been provided, it shall continue to have the rights and obligations of an FCI Issuing Lender to the extent provided in Section 2.6(b)(i))),
and (c) with respect to the Existing FCIs, a Lender designated as the issuer of an Existing FCI.


 


“FCI Issuing Lender
Exposure”: with respect to any FCI Issuing Lender at any time, the sum of (a) the Dollar Equivalent of the aggregate outstanding
amount of such FCI Issuing Lender’s obligations in respect of all FCIs issued by it at or before such time plus (b) the
Dollar Equivalent of the aggregate principal amount of all FCI Disbursements made by such FCI Issuing Lender that have not yet been reimbursed
by or on behalf of the relevant Borrower at such time.


 


“FCI Issuing Lender
Joinder Agreement”: a joinder agreement, substantially in the form of Exhibit O, executed and delivered in accordance
with the provisions of Section 2.6(r).


 


“FCI Reimbursement
Obligation”: the obligation of each relevant Borrower to reimburse the relevant FCI Issuing Lender pursuant to Section 2.6(h) for
FCI Disbursements.


 


“FCI Requirements”:
the requirements set forth on Schedule 1.1C.


 


“Federal Funds Effective
Rate”: 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 Effective Rate as so determined would be less than zero, such
rate shall be deemed to be zero for purposes of this Agreement.


 


“Fee Letter”:
the fee letter agreement, dated the Effective Date, between the U.S. Borrower and Bank of America.


 






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“Financial LC Disbursement”:
a payment made by the applicable Issuing Lender pursuant to a Financial Letter of Credit.


 


“Financial LC Exposure”:
at any time, the sum of (a) the aggregate outstanding amount of all Financial Letters of Credit that are denominated in Dollars at
such time plus (b) the aggregate principal amount of all Financial LC Disbursements that are denominated in Dollars that have
not yet been reimbursed by or on behalf of the relevant Borrower at such time plus (c) the Alternative Currency Financial
LC Exposure at such time. The Financial LC Exposure of any Revolving Lender at any time shall be its Applicable Revolving Percentage of
the total Financial LC Exposure at such time.


 


“Financial Letter
of Credit”: a Letter of Credit that is a standby letter of credit issued by an Issuing Lender pursuant to the terms hereof;
provided that no Non-Financial Letter of Credit shall be a Financial Letter of Credit.


 


“Financial Letter
of Credit Assuming Person”: as defined in Section 2.5(a)(i).


 


“Financial Letter
of Credit Fees”: as defined in Section 2.14(b)(i).


 


“Financial Officer”:
(a) with respect to the Parent, the chief financial officer, principal accounting officer, treasurer or controller of the Parent
or (b) with respect to the U.S. Borrower, the chief financial officer, principal accounting officer, treasurer or controller of the
U.S. Borrower.


 


“Fixed Incremental
Amount”: as specified in the definition of “Incremental Amount”.


 


“Foreign Obligor”:
a Loan Party that is a Foreign Subsidiary.


 


“Foreign Subsidiary”:
any Subsidiary (a) that is organized under the laws of a jurisdiction other than the United States or any State thereof or the District
of Columbia or (b) that is a Foreign Subsidiary Holdco.


 


“Foreign Subsidiary
Borrower”: (a) with respect to the Revolving Facility, any Foreign Subsidiary of the U.S. Borrower designated as a Foreign
Subsidiary Borrower by the U.S. Borrower pursuant to Section 2.23(a) that has not ceased to be a Foreign Subsidiary Borrower
pursuant to such Section, and (b) with respect to the Foreign Trade Facility, any Foreign Subsidiary of the U.S. Borrower designated
as a Foreign Subsidiary Borrower by the U.S. Borrower pursuant to Section 2.23(b) that has not ceased to be a Foreign
Subsidiary Borrower pursuant to such Section.


 


“Foreign Subsidiary
Holdco”: any Domestic Subsidiary that has no material assets other than the Capital Stock of one or more Foreign Subsidiaries,
and other assets relating to an ownership interest in any such Capital Stock.


 


“Foreign Subsidiary
Opinion”: with respect to any Foreign Subsidiary Borrower, a legal opinion of counsel to such Foreign Subsidiary Borrower addressed
to the Administrative Agent (and, with respect to any Foreign Subsidiary Borrower under the Foreign Trade Facility, the Foreign Trade
Facility Agent) and the Lenders in form and substance reasonably satisfactory to the Administrative Agent (and, with respect to any Foreign
Subsidiary Borrower under the Foreign Trade Facility, the Foreign Trade Facility Agent).


 


“Foreign Trade Facility”:
as defined in the definition of Facility.


 






    22


     


    

 


“Foreign Trade Facility
Administrative Office”: the office of the Foreign Trade Facility Agent located at Trade Center, Herzogstr. 15, 40217 Düsseldorf,
Germany, or such other office as may be designated by the Foreign Trade Facility Agent by written notice to the U.S. Borrower, the Administrative
Agent and the Lenders.


 


“Foreign Trade Facility
Agent”: as defined in the definition of Administrative Agent.


 


“Foreign Trade Maturity
Date”: August 12, 2027 (as such date may be extended pursuant to Section 2.6(b) (solely with respect to
the extending FCI Issuing Lenders under Section 2.6(b)); provided that if such date is not a Business Day, the Foreign
Trade Maturity Date shall be the immediately preceding Business Day.


 


“Fronting Exposure”:
at any time there is a Defaulting Lender, (a)(i) with respect to any Issuing Lender of Financial Letters of Credit, such Defaulting
Lender’s Applicable Revolving Percentage of the outstanding Financial LC Exposure other than Financial LC Exposure as to which such
Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or cash collateralized in accordance
with the terms hereof, and (ii) with respect to any Issuing Lender of Non-Financial Letters of Credit, such Defaulting Lender’s
Applicable Revolving Percentage of the outstanding Non-Financial LC Exposure other than Non-Financial LC Exposure as to which such Defaulting
Lender’s participation obligation has been reallocated to other Revolving Lenders or cash collateralized in accordance with the
terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Applicable Revolving Percentage of Swingline
Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving
Lenders or cash collateralized in accordance with the terms hereof.


 


“Fund”:
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”:
generally accepted accounting principles in the United States, subject to Section 1.4.


 


“General Purpose
Guarantee”: a customary standby letter of credit or bank guarantee or surety issued by an FCI Issuing Lender (with respect to
FCIs) or an Issuing Lender (with respect to the Non-Financial Letters of Credit), in each case for the purpose of supporting any obligations
of the Parent or any of its Restricted Subsidiaries or Joint Ventures, other than (a) Advance Payment Guarantees, (b) Warranty
Guarantees, (c) Performance Guarantees, (d) Tender Guarantees and (e) any other customary standby letter of credit, bank
guarantee or surety issued to secure obligations which are recognized as Indebtedness, save customs guarantees, guarantees for
rental payments and for the benefit of tax authorities and guarantees used as collateral in connection with court proceedings.


 


“German Loan Party”:
any Foreign Subsidiary Borrower that qualifies as a resident party domiciled in Germany (Inländer) within the meaning of Section 2
paragraph 15 German Foreign Trade Act (Außenwirtschaftsgesetz) (including its directors, managers, officers, agents and employees).


 


“Global
Sublimit” means, as of any date of determination, an amount equal to the lesser of (a) $150,000,000, and (b) the
aggregate amount of the Revolving Commitments in effect on such date. The Global Sublimit is part of, and not in addition to, the aggregate
Revolving Commitments.


 


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


 






    23


     


    

 


“Guarantee”:
with respect to any Person (the “guarantor”), any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance
or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay
such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued
to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit
in the ordinary course of business, supplier, purchaser or customer arrangements in the ordinary course of business, Standard Receivables
Undertakings or “comfort” letters delivered to auditors in connection with statutory audits.


 


“Guarantee and Collateral
Agreement”: that certain Amended and Restated Guarantee and Collateral Agreement, dated as of the Effective Date, executed and
delivered by the Loan Parties in favor of the Administrative Agent, for the benefit of the holders of the Obligations.


 


“Guarantor”:
(a) the Parent, (b) any Restricted Subsidiary (other than the U.S. Borrower) that has guaranteed the Obligations pursuant to
the Guarantee and Collateral Agreement, and (c) with respect to (i) any Obligations of any Loan Party (other than the U.S. Borrower)
or any Subsidiary, and (ii) any Swap Obligation of a Loan Party (determined before giving effect to Sections 2.1 and 2.7 of the Guarantee
and Collateral Agreement and Section 9.18), the U.S. Borrower. For the avoidance of doubt, no Foreign Subsidiary, Subsidiary
of a Foreign Subsidiary, Receivables Entity or Specified Subsidiary shall be, or shall be required to become, a Guarantor.


 


“Hazardous Materials”:
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 as “hazardous” or “toxic” pursuant to any Environmental
Law.


 


“Hedging Agreement”:
(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, including any such obligations or liabilities under any master agreement.


 






    24


     


    

 


“IFRS”:
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.


 


“Incremental Amount”:
as of any date of determination, an amount equal to (a) the greater of (i) $200,000,000, and (ii) the amount of Consolidated
EBITDA for the period of four fiscal quarters most recently ended on or prior to such date for which the Parent has delivered financial
statements pursuant to Section 5.1(a) or (b) and a Compliance Certificate pursuant to Section 5.1(c) (such
amount, the “Incremental Basket Amount”), plus (b) an amount equal to all voluntary prepayments of the
Term Loans made pursuant to Section 2.12(a) and all voluntary prepayments of the Revolving Loans made pursuant to Section 2.12(a) (to
the extent accompanied by a permanent reduction in the aggregate Revolving Commitments), in each case, (i) to the extent such voluntary
prepayments are made prior to such date, and (ii) excluding any such voluntary prepayments that are funded with the proceeds of incurrences
of long-term Indebtedness (such amount, together with the Incremental Basket Amount, the “Fixed Incremental Amount”;
it being understood that, for the avoidance of doubt, the amount of any Incremental Term Loans, any increases in the Commitments and any
Incremental Equivalent Indebtedness incurred in reliance on the Fixed Incremental Amount shall reduce the Fixed Incremental Amount), plus
(c) an unlimited amount, so long as, immediately after giving effect to the incurrence of any Incremental Term Loans, the establishment
of any increase in the Commitments and/or the incurrence of any Incremental Equivalent Indebtedness (tested solely on the date of establishment
of any Incremental Term Loan, establishment of any increase in the Commitments and/or establishment of any Incremental Equivalent Indebtedness
as set forth in the Incremental Facility Activation Notice or the documentation governing such Incremental Equivalent Indebtedness, as
applicable, and not any time thereafter, and assuming for such purposes that such Incremental Term Loan is fully drawn, such Commitment
increase is fully drawn and/or such Incremental Equivalent Indebtedness is fully drawn) on a pro forma basis, the Consolidated
Senior Secured Leverage Ratio (or, following the Release Date, the Consolidated Leverage Ratio), as of the last day of the fiscal quarter
of the Parent most recently ended for which the Parent has delivered financial statements pursuant to Section 5.1(a) or
Section (b) and a Compliance Certificate pursuant to Section 5.1(c), shall not be greater than 2.75 to 1.0
(the “Ratio Incremental Amount”). It is understood and agreed that the U.S. Borrower may first incur any Incremental
Term Loan, establish any increase to the Commitments and/or incur any Incremental Equivalent Indebtedness in reliance on the Ratio Incremental
Amount prior to incurring Incremental Term Loans, establishing increases to the Commitments and/or incurring Incremental Equivalent Indebtedness
in reliance on the Fixed Incremental Amount.


 


“Incremental Basket
Amount”: as specified in the definition of “Incremental Amount”.


 






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“Incremental Equivalent
Indebtedness”: any Indebtedness incurred by the Parent and/or the U.S. Borrower in the form of one or more series of secured
or unsecured term loans, bonds, debentures, notes or similar instruments; provided that: (a)(i) such Indebtedness (if secured)
shall be (A) secured by the Collateral on a pari passu basis or a junior basis with the Obligations and shall not be secured
by any property or assets of the Parent or any Restricted Subsidiary other than the Collateral, (B) subject to security documentation
substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), and
(C) subject to an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, entered into
among the holders of such Indebtedness (or a trustee, administrative agent, collateral agent, security agent or similar agent under the
indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be), the Loan Parties
and the Administrative Agent; and (ii) such Indebtedness (if subordinated in right of payment to the Obligations) shall be subject
to a subordination agreement, in form and substance reasonably satisfactory to the Administrative Agent, entered into among the holders
of such Indebtedness (or a trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement
pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be), the Loan Parties and the Administrative
Agent; (b) such Indebtedness shall not mature earlier than the then-latest maturity date in effect for any Loans and/or Commitments
at the time of incurrence thereof; (c) the weighted average life to maturity of such Indebtedness shall not be less than the then-remaining
weighted average life to maturity of any then-existing tranche of Term Loans; (d) such Indebtedness contains covenants, events of
default and other terms that are customary for similar Indebtedness in light of then-prevailing market conditions and, when taken as a
whole (other than interest rates, fees, discounts, premiums and optional prepayment or redemption terms), are: (i) substantially
identical to, or are not materially more restrictive to the Parent and its Restricted Subsidiaries than, those set forth in the Loan Documents
(other than (x) covenants or other provisions applicable only to periods after the then-latest maturity date in effect for any Loans
and/or Commitments at the time of incurrence thereof, and (y) covenants or other provisions that are also for the benefit of the
Agents and the Lenders in connection with the incurrence thereof); provided that, the certificate delivered to the Administrative
Agent pursuant to clause (g) below, together with a reasonably detailed description of the material terms and conditions of such
Indebtedness or drafts of the documentation relating thereto, stating that the Parent and/or the U.S. Borrower, as applicable, has determined
in good faith that such terms and conditions comply with this clause (d)(i) shall satisfy the requirements in this clause (d)(i);
or (ii) otherwise reasonably acceptable to the Administrative Agent; (e) such Indebtedness does not provide for any amortization,
mandatory prepayment, redemption, repurchase or sinking fund payments (other than upon a change of control, customary asset sale or event
of loss and customary acceleration rights after an event of default) prior to the then-latest maturity date in effect for any Loans and/or
Commitments at the time of incurrence thereof; (f) such Indebtedness is not guaranteed by any Person other than the Loan Parties;
and (g) Responsible Officers of the Parent and/or the U.S. Borrower, as applicable, shall have delivered a certificate to the Administrative
Agent, on or prior to the date of incurrence of such Indebtedness, certifying that the Parent and/or the U.S. Borrower, as applicable,
has determined that such Indebtedness complies with the requirements set forth in clauses (a) through (f) above; provided
that clauses (b) and (c) above shall not apply to bridge Indebtedness incurred by the Parent and/or the U.S. Borrower, so long
as (i) at the initial maturity of such bridge Indebtedness, such bridge Indebtedness shall automatically convert to (or would be
required to be exchanged for) Indebtedness that complies with clauses (b) and (c) above, and (ii) the only prepayments
required to be made on such bridge Indebtedness shall be such prepayments as are customary for similar bridge financings in light of then-prevailing
market conditions (as determined by the Parent and/or the U.S. Borrower, as applicable, in consultation with the Administrative Agent).


 


“Incremental Facility
Activation Notice”: a notice substantially in the form of Exhibit F together with such changes to such form as may
be agreed to by the applicable Borrower and the Lenders party to such notice.


 


“Incremental Term
Lender”: each Lender with an outstanding Incremental Term Loan.


 


“Incremental Term
Loan Facility”: as defined in the definition of Facility.


 


“Incremental Term
Loan Maturity Date”: with respect to the Incremental Term Loans to be made pursuant to any Incremental Facility Activation Notice,
the maturity date specified in such Incremental Facility Activation Notice, which shall be a date no earlier than the then-latest of the
Revolving Maturity Date, the Term Loan A Maturity Date, or any other then-existing Incremental Term Loan Maturity Date that is in effect
prior to the delivery of such Incremental Facility Activation Notice.


 


“Incremental Term
Loans”: as defined in Section 2.1(b).


 


“Incremental Term
Note”: as defined in Section 2.10(d)(iv).


 






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“Incur”:
as defined in Section 6.2. “Incurrence” and “Incurred” shall have correlative meanings.


 


“Indebtedness”:
with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments and representing extensions of credit, (c) all obligations
of such Person under conditional sale or other title retention agreements relating to property acquired by such Person (other than current
trade payables Incurred in the ordinary course of business and payable in accordance with customary practices), (d) all obligations
of such Person in respect of the deferred purchase price of property or services (other than (i) current trade payables or liabilities
for deferred payment for services to employees and former employees, in each case Incurred in the ordinary course of business and payable
in accordance with customary practices and (ii) unsecured Payables Programs in respect of current trade payables Incurred in the
ordinary course of business, so long as the aggregate amount at any time outstanding that is owed in respect of such Payables Programs
does not exceed an amount equal to the current trade payables so financed plus interest (or equivalent), yield, indemnities, fees and
expenses in connection therewith), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations
of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit
and letters of guaranty, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (j) all
preferred and/or redeemable Capital Stock of any Subsidiary of such Person that, by its terms (or by the terms of any security into which
it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event, matures or
is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole
or in part, on or prior to the date that is six months after the latest maturity date for any Loans or any Facility hereunder, (k) Receivables
Transaction Attributed Indebtedness and (l) solely for the purposes of Section 6.2, all obligations of such Person in
respect of Hedging Agreements. The Indebtedness of any Person (i) shall include the Indebtedness of any other Person (including any
partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s
ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person
is not liable therefor and (ii) shall exclude customer deposits in the ordinary course of business.


 


“Indemnified Taxes”:
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
hereunder or under any other Loan Document.


 


“Indemnitee”:
as defined in Section 9.3(b).


 


“Indirect FCI”:
as defined in Section 2.6(g)(iv).


 


“Indirect FCI Issuing
Lender”: as defined in Section 2.6(g)(iv).


 


“Information”:
as defined in Section 9.11.


 


“Information Memorandum”:
that certain lender presentation, dated June 10, 2022, relating to the Parent, the U.S. Borrower and the Facilities.


 


“Interest Election
Request”: a request by the relevant Borrower to convert or continue a Borrowing of Revolving Loans, the Term Loan A Borrowing
or an Incremental Term Loan Borrowing in accordance with Section 2.8. An Interest Election Request shall be in a form approved
by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the
Administrative Agent), and shall be appropriately completed and signed by a Responsible Officer of the relevant Borrower.


 






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“Interest Payment
Date”: (a) with respect to any ABR Loan (including a Swingline Loan), the last Business Day of each March, June, September and
December and the Revolving Maturity Date, the Term Loan A Maturity Date or any Incremental Term Loan Maturity Date, as applicable;
(b) with respect to any Term SOFR Loan, the last day of each Interest Period applicable to such Term SOFR Loan and the Revolving
Maturity Date, the Term Loan A Maturity Date or any Incremental Term Loan Maturity Date, as applicable; provided that if any Interest
Period for such 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; (c) with respect to any Alternative Currency Term Rate Loan, the last day of each Interest
Period applicable to such Alternative Currency Term Rate Loan and the Revolving Maturity Date; provided that if any Interest Period
for such Alternative Currency Term Rate 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; and (d) with respect to any Alternative Currency Daily Rate Loan, the
last Business Day of each calendar month and the Revolving Maturity Date.


 


“Interest Period”:
with respect to each Term SOFR Loan or each Alternative Currency Term Rate Loan, the period commencing on the date such Loan is disbursed
or converted to or continued as a Term SOFR Loan or an Alternative Currency Term Rate Loan, as applicable, and ending on the date one
(1), three (3) or, other than with respect to any Alternative Currency Term Rate Loan for which the Relevant Rate is CDOR, six (6) months
thereafter (in each case, subject to availability for the interest rate applicable to the relevant currency), as selected by the applicable
Borrower in its Borrowing Request, or such other period that is twelve months or less requested by the applicable Borrower and consented
to in writing by all of the Lenders in the Facility in which such Loan is to be made; 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
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 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, for purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter
shall be the effective date of the most recent conversion or continuation of such Borrowing);


 


(c)            no
Interest Period with respect to any Revolving Loan shall extend beyond the Revolving Maturity Date;


 


(d)            no
Interest Period with respect to any Incremental Term Loan shall extend beyond the Incremental Term Loan Maturity Date applicable to such
Incremental Term Loan; and


 


(e)            no
Interest Period with respect to the Term Loan A shall extend beyond the Term Loan A Maturity Date.


 


“Investments”:
as defined in Section 6.5.


 






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“Issuing Lender”:
as the context may require, (a) Bank of America, with respect to Financial Letters of Credit issued by it, (b) any other Revolving
Lender that becomes an Issuing Lender pursuant to Section 2.5(l)(i), with respect to Financial Letters of Credit issued by
it, (c) any Revolving Lender that has issued an Existing Letter of Credit, with respect to such Existing Letter of Credit and, in
each case its successors in such capacity as provided in Section 2.5(i), and (d) Deutsche Bank and Bank of America, with
respect to Non-Financial Letters of Credit issued by such Issuing Lender; provided that the aggregate amount of Non-Financial Letters
of Credit required to be issued by an Issuing Lender shall not exceed the amount set forth on Schedule 1.1F with respect to such
Issuing Lender. Any Issuing Lender may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates or branch
offices of such Issuing Lender, in which case the term “Issuing Lender” shall include any such Affiliate or branch office
with respect to Letters of Credit issued by such Affiliate or branch office. Notwithstanding anything to the contrary set forth herein,
Alternative Currency Letters of Credit that are Financial Letters of Credit may only be issued by Bank of America, in its capacity as
an Issuing Lender.


 


“Joint FCI Issuing
Lenders”: as defined in Section 2.6(k)(i).


 


“Joint Foreign Trade
Facility Agent”: as defined in Section 2.6(k)(ii).


 


“Joint Signature
FCI”: an FCI issued by two or more FCI Issuing Lenders acting as several debtors in accordance with Section 2.6(k).


 


“Joint Venture”:
any joint venture in which the Parent or any of its Restricted Subsidiaries owns directly or indirectly at least 40% of the Capital Stock.


 


“Judgment Currency”:
as defined in Section 9.14(a).


 


“Judgment Currency
Conversion Date”: as defined in Section 9.14(a).


 


“LC Disbursement”:
a Financial LC Disbursement and/or a Non-Financial LC Disbursement, as the context may require.


 


“LC Exposure”:
Financial LC Exposure and/or Non-Financial LC Exposure, as the context may require.


 


“Lender Party”:
each Lender, each Issuing Lender, each FCI Issuing Lender and the Swingline Lender.


 


“Lenders”:
the Persons listed on Schedule 1.1A and any other Person that shall have become a party hereto pursuant to a New Lender Supplement,
an Incremental Facility Activation Notice, an Assignment and Assumption or such other documentation, as applicable, other than any such
Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders”
includes each Revolving Lender, each Term Loan A Lender, each Incremental Term Lender, the Swingline Lender, each Issuing Lender and each
FCI Issuing Lender.


 


“Lending Office”:
with respect to any Lender or any FCI Issuing Lender, the office designated by such Lender or such FCI Issuing Lender by written notice
to the Foreign Trade Facility Agent, the Administrative Agent and the relevant Borrower, which office may include any Affiliate of such
Lender or such FCI Issuing Lender or any domestic or foreign branch of such Lender or such FCI Issuing Lender or such Affiliate. Unless
the context otherwise requires each reference to a Lender or an FCI Issuing Lender shall include its applicable Lending Office.


 


“Letter of Credit”:
as the context may require, (a) any standby letter of credit (other than an FCI) that is a Financial Letter of Credit issued pursuant
to this Agreement under the Revolving Facility, including the Existing Letters of Credit specified as Financial Letters of Credit on Schedule
1.1E, or (b) to the extent issued by Deutsche Bank or Bank of America, with respect to Non-Financial Letters of Credit, any Warranty
Guarantee, Performance Guarantee, Advance Payment Guarantee, Tender Guarantee, General Purpose Guarantee or Counter-Guarantee issued under
the Revolving Facility, including the Existing Letters of Credit specified as Non-Financial Letters of Credit on Schedule 1.1E.


 






    29


     


    

 



 


“Letter of Credit
Cash Cover”: as defined in Section 2.5(c)(i).


 


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


 


“Limited Condition
Acquisition”: a Permitted Acquisition made by the Parent or one or more of its Restricted Subsidiaries the consummation of which
is not conditioned on the availability of, or on obtaining, third party financing.


 


“Loan”:
any loan made by any Lender pursuant to this Agreement.


 


“Loan Documents”:
this Agreement, each of the Security Documents, each Note, each Incremental Facility Activation Notice, each Borrowing Subsidiary Agreement,
each Borrowing Subsidiary Termination, the Fee Letter and the Deutsche Bank Fee Letter.


 


“Loan Parties”:
the Borrowers, the Parent and the other Guarantors.


 


“Long Term Letters
of Credit”: the Existing Letters of Credit with expiry dates after the Revolving Maturity Date.


 


“Losses”:
as defined in Section 9.3(b).


 


“Mandatory Cost”:
any amount incurred at any time or from time to time by any Lender during the term of the applicable Facility which constitutes fees,
costs or charges imposed on lenders generally in the jurisdiction in which such Lender is domiciled, subject to regulation, or has its
Lending Office by any Governmental Authority.


 


“Material Adverse
Effect”: a material adverse change in or a material adverse effect on (a) the business, properties, or financial condition
of the Parent and its Restricted Subsidiaries taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform
any of their obligations under any Loan Document or (c) the rights of or benefits available to any Agent or any Lender under any
Loan Document.


 


“Material Indebtedness”:
Indebtedness (other than the Loans, Letters of Credit and FCIs), or obligations in respect of one or more Hedging Agreements, of any one
or more of the Parent and its Restricted Subsidiaries in an aggregate principal amount exceeding $15,000,000. For purposes of determining
Material Indebtedness, the “principal amount” of the obligations of the Parent or any Restricted Subsidiary in respect of
any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Parent or such
Restricted Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.


 






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“Material Receivables
Transaction Attributed Indebtedness”: Receivables Transaction Attributed Indebtedness of any one or more of the Parent and its
Restricted Subsidiaries in an aggregate principal amount exceeding $75,000,000.


 


“Material Subsidiary”:
any Restricted Subsidiary of the Parent that (a) is either a Domestic Subsidiary or a Foreign Subsidiary that is directly owned by
the Parent or another Loan Party, and (b) together with its Restricted Subsidiaries, has aggregate assets (excluding assets that
would be eliminated upon consolidation in accordance with GAAP), at the time of determination, in excess of $25,000,000; provided
that notwithstanding the foregoing, no Specified Subsidiary shall be deemed a Material Subsidiary.


 


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


 


“Multiemployer Plan”:
a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“Net Proceeds”:
with respect to any event (a) the cash proceeds received in respect of such event including (i) any cash received in respect
of any non-cash proceeds, but only as and when received, (ii) in the case of a casualty, insurance proceeds, and (iii) in the
case of a casualty or a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all
reasonable fees and out-of-pocket expenses paid by the Parent and the Restricted Subsidiaries to third parties (other than Affiliates)
in connection with such event, (ii) in the case of a Disposition of an asset (including pursuant to a condemnation or similar proceeding),
the amount of all payments required to be made by the Parent and the Restricted Subsidiaries as a result of such event to repay Indebtedness
(other than Loans) or to pay any other Contractual Obligation secured by such asset or otherwise subject to mandatory prepayment or repayment
as a result of such event, (iii) the amount of all taxes paid (or reasonably estimated to be payable) by the Parent and the Restricted
Subsidiaries (including all taxes paid in connection with the repatriation of the Net Proceeds of a Disposition), and (iv) the amount
of any reserves established by the Parent and the Restricted Subsidiaries to fund contingent liabilities reasonably estimated to be payable,
in each case that are directly attributable to such event (as determined reasonably and in good faith by the chief financial officer of
the Parent).


 


“New Lender Supplement”:
a supplement substantially in the form of Exhibit G.


 


“New Zealand Dollar”:
the lawful currency of New Zealand.


 


“Non-Consenting Lender”:
as defined in Section 2.21(b).


 


“Non-Extension Notice
Date”: as defined in Section 2.5(b)(i).


 


“Non-Financial LC
Disbursement”: a payment made by the applicable Issuing Lender pursuant to a Non-Financial Letter of Credit.


 


“Non-Financial LC
Exposure”: at any time, the sum of (a) the aggregate outstanding amount of all Non-Financial Letters of Credit that are
denominated in Dollars at such time plus (b) the aggregate principal amount of all Non-Financial LC Disbursements that are
denominated in Dollars that have not yet been reimbursed by or on behalf of the relevant Borrower at such time plus (c) the
Alternative Currency Non-Financial LC Exposure at such time. The Non-Financial LC Exposure of any Revolving Lender at any time shall be
its Applicable Revolving Percentage of the total Non-Financial LC Exposure at such time.


 






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“Non-Financial Letter
of Credit”: a Letter of Credit that is a Warranty Guarantee, a Performance Guarantee, an Advance Payment Guarantee, a Tender
Guarantee, a General Purpose Guarantee or a Counter-Guarantee, in each case issued by an Issuing Lender pursuant to the terms hereof.


 


“Non-Financial Letter
of Credit Assuming Person”: as defined in Section 2.5(a)(ii).


 


“Non-Financial Letter
of Credit Fees”: as defined in Section 2.14(b)(ii).


 


“Non-Subsidiary Joint
Venture”: any joint venture of the Parent or any of its Restricted Subsidiaries which is not a Restricted Subsidiary of the
Parent or any of its Restricted Subsidiaries.


 


“Non-U.S. Recipient”:
as defined in Section 2.19(e).


 


“Note”
or “Notes”: the Revolving Notes, the Term A Notes, the Swingline Note and/or the Incremental Term Notes, individually
or collectively, as appropriate.


 


“Notice Date”:
as defined in Section 2.6(b)(i).


 


“Notice of Loan Prepayment”:
a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit P 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 the applicable Borrower.


 


“Obligation Currency”:
as defined in Section 9.14(a).


 


“Obligations”:
the collective reference to (a) the unpaid principal of and interest (and premium, if any) on the Loans, Reimbursement Obligations
and FCI Reimbursement Obligations and all other obligations and liabilities of the Parent or any Subsidiary (including interest accruing
at the then applicable rate provided herein after the maturity of the Loans, Reimbursement Obligations and FCI Reimbursement Obligations
and interest accruing at the then applicable rate provided herein after the filing of any petition in bankruptcy, or the commencement
of any insolvency, reorganization or like proceeding, relating to the Parent or any Subsidiary, whether or not a claim for post-filing
or post-petition interest is allowed in such proceeding) to any Agent or any Lender (or, in the case of any Specified Hedging Agreement
or any Specified Cash Management Agreement, any Lender or any Affiliate of any Lender (even if such Person ceases to be a Lender or such
Person’s Affiliate ceased to be a Lender; provided that, in the case of a Specified Hedging Agreement with a Person who is
no longer a Lender (or Affiliate of a Lender), the obligations arising under such Specified Hedging Agreement shall only constitute Obligations
through the stated termination date (without extension or renewal) of such Specified Hedging Agreement)), whether direct or indirect,
absolute or contingent, due or to become due, or now existing or hereafter Incurred, which may arise under, out of, or in connection with,
this Agreement, the other Loan Documents, any Specified Hedging Agreement or Specified Cash Management Agreement, in each case whether
on account of principal, interest, premium, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including all
fees and disbursements of counsel to any Agent or to any Lender that are required to be paid by the Parent or any Subsidiary pursuant
to the terms of any of the foregoing agreements), and (b) the Specified Obligations; provided that the “Obligations”
of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party.


 


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


 






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“Original Closing
Date”: September 24, 2015.


 


“Original FCI Account
Party”: as defined in Section 2.6(a).


 


“Original FCI-Related
Agreements”: as defined in Section 2.6(a).


 


“Original Financial
Letter of Credit Account Party”: as defined in Section 2.5(a)(i).


 


“Original Financial
Letter of Credit Agreements”: as defined in Section 2.5(a)(i).


 


“Original Non-Financial
Letter of Credit Account Party”: as defined in Section 2.5(a)(ii).


 


“Original Non-Financial
Letter of Credit Agreements”: as defined in Section 2.5(a)(ii).


 


“Other Permitted
Debt”: any unsecured Indebtedness Incurred by any Loan Party as permitted by Section 6.2(l).


 


“Other Permitted
Debt Documents”: all indentures, instruments, agreements and other documents evidencing or governing Other Permitted Debt or
providing for any Guarantee or other right in respect thereof.


 


“Other Taxes”:
any and all present or future stamp or documentary taxes or any other excise charges or similar levies arising from the execution, delivery
or enforcement of any Loan Document, other than those imposed as a result of a present or former connection between the applicable Lender
and the jurisdiction imposing such tax (other than any connection arising from this Agreement) with respect to an assignment or participation
by a Lender (other than an assignment made pursuant to Section 2.21).


 


“Parent”:
as defined in the preamble.


 


“Participant”:
as defined in Section 9.4(e).


 


“Participant Register”:
as defined in Section 9.4(j).


 


“Participating Member
State”: any member state of the European Union that adopts or has adopted the Euro as its lawful currency in accordance with
legislation of the European Union relating to the EMU.


 


“PATRIOT Act”:
as defined in Section 3.17(c).


 


“Payables Programs”:
payables programs established to enable the Parent or any Restricted Subsidiary to purchase goods and services from vendors.


 


“PBGC”:
the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.


 


“Performance Guarantee”:
a customary standby letter of credit or bank guarantee or surety issued by an FCI Issuing Lender (with respect to FCIs) or an Issuing
Lender (with respect to the Non-Financial Letters of Credit), in each case in favor of customers of the Parent, any of its Restricted
Subsidiaries or any of its Joint Ventures for the purpose of supporting the fulfillment of such parties’ performance obligations
under any construction, service or similar agreement.


 






    33


     


    

 


“Permitted Acquisition”:
any acquisition by the Parent or any Restricted Subsidiary of all or substantially all of the Capital Stock of, or all or substantially
all of the assets of, or of a business, unit or division of, any Person (including any related Investment in any Restricted Subsidiary
in order to provide all or any portion of the Consideration for such acquisition); provided that: (a) the Parent shall be
in compliance, on a pro forma basis after giving effect to such acquisition, with the covenants contained in Section 6.1,
in each case recomputed as at the last day of the most recently ended fiscal quarter of the Parent for which the relevant information
is available as if such acquisition had occurred on the first day of each relevant period for testing such compliance (as demonstrated,
in the case of any acquisition for which the aggregate Consideration is greater than or equal to $50,000,000, in a certificate of a Financial
Officer of the Parent delivered to the Administrative Agent prior to the consummation of such acquisition); provided that (i) with
respect to any computation for any acquisition of any Person, all terms of an accounting or financial nature with respect to such Person
and its Subsidiaries shall be construed in accordance with the financial standards applicable to such Person and its Subsidiaries, as
in effect at the time of such acquisition, and (ii) solely for the purpose of determining compliance with the covenants contained
in Section 6.1 after giving effect to any Limited Condition Acquisition on a pro forma basis (including without limitation
the incurrence of indebtedness in connection therewith), (A) Consolidated Net Income (and any other financial term derived therefrom)
of the Parent and its Restricted Subsidiaries shall include any Consolidated Net Income of or attributable to the Person or assets associated
with any such Limited Condition Acquisition (provided that for all other purposes prior to the closing of such Limited Condition
Acquisition, pro forma calculations shall not include any Consolidated Net Income of or attributable to the Person or assets associated
with any such Limited Condition Acquisition (unless and until the closing of such Limited Condition Acquisition shall have actually occurred))
and (B) at the Parent’s option, determinations of pro forma compliance with the covenants contained in Section 6.1
shall be determined as of the date the Acquisition Agreement is entered into and calculated as if the Limited Condition Acquisition and
other pro forma events in connection therewith were consummated on such date (provided that if the Parent shall elect to determine
such compliance on the date on which such Acquisition Agreement is executed and delivered, during the period commencing with the execution
and delivery of such Acquisition Agreement and ending on the earlier to occur of (1) the date of consummation of such Limited Condition
Acquisition, and (2) the date of abandonment by the Parent or the applicable Restricted Subsidiary of such Limited Condition Acquisition,
each calculation on a pro forma basis required hereunder shall be deemed to require two calculations of each of the relevant covenants
set forth in Section 6.1, the first assuming that such Limited Condition Acquisition (and all transactions in connection therewith,
including the incurrence of any Incremental Term Loans, any Commitment increase, or the incurrence of any Incremental Equivalent Indebtedness)
has been consummated and the second assuming that such transaction has been abandoned, and, for the avoidance of doubt, with respect to
any particular transaction for which pro forma compliance is required, each such calculation must demonstrate compliance on a pro forma
basis in order for such transaction to be permitted); (b) no Specified Default shall have occurred and be continuing, or would occur
after giving effect to such acquisition; provided that solely for the purpose of determining compliance with this clause (b) as
it relates to any Limited Condition Acquisition, at the Parent’s option, determination of whether a Specified Default shall have
occurred and be continuing (other than any Specified Default of the type specified in paragraphs (a), (b), (h), (i) or (j) of
Article VII) shall be tested as of the date the Acquisition Agreement is entered into; provided, further, that,
in any event, no Specified Default of the type specified in paragraphs (a), (b), (h), (i) or (j) of Article VII
shall have occurred and be continuing on the date of consummation of any such Limited Condition Acquisition; (c) substantially all
of the property so acquired (including substantially all of the property of any Person whose Capital Stock is directly or indirectly acquired)
is useful in the business of the general type conducted by the Parent and its Restricted Subsidiaries on the Effective Date or businesses
reasonably related thereto; (d) the Capital Stock so acquired (other than any Capital Stock that is not required by Section 5.11
to become Collateral) shall constitute and become Collateral as and when required by Section 5.11; (e) if the Ratings
Event shall have occurred, substantially all of the property other than Capital Stock so acquired (including substantially all of the
property of any Person whose Capital Stock is directly or indirectly acquired when such Person becomes a direct or indirect Wholly Owned
Subsidiary of the Parent in accordance with clause (f), below, but excluding any assets to the extent such assets are not required by
Section 5.11 to become Collateral) shall constitute and become Collateral; (f) any Person whose Capital Stock is directly
or indirectly acquired shall be, after giving effect to such acquisition, (i) with respect to any such Person that is a Domestic
Subsidiary, within six (6) months of such acquisition, a direct or indirect Wholly Owned Subsidiary of the Parent, and (ii) with
respect to any such Person that is a Foreign Subsidiary, within eighteen (18) months of such acquisition at least 80% of the Capital Stock
of such Foreign Subsidiary shall be owned directly or indirectly by the Parent; and (g) any such acquisition shall have been approved
by the board of directors or comparable governing body of the relevant Person (unless such relevant Person is a majority owned Subsidiary
prior to such acquisition).


 






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“Permitted Currencies”:
Dollars, Sterling and Euros.


 


“Permitted Encumbrances”:
(a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.5; (b) carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law (and in the case of
supply agreements governed by German law, also contractually agreed), arising in the ordinary course of business and securing obligations
that are not overdue by more than 90 days or are being contested in compliance with Section 5.5; (c) pledges and deposits
made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security
laws or regulations (such as Liens on amounts deposited to secure any Loan Party’s and its Restricted Subsidiaries’ obligations
in connection with pension liabilities (Altersteilzeitverpflichtungen) pursuant to § 8a German Partial Retirement Act (Altersteilzeitgesetz)
or in connection with time credits (Wertguthaben) pursuant to § 7e German Social Code IV (Sozialgesetzbuch IV)); (d) deposits
to secure the performance of bids, trade contracts, leases, statutory obligations, surety, indemnity, release and appeal bonds, performance
or warranty bonds and other obligations of a like nature, and guarantees or reimbursement or related obligations thereof, in each case
in the ordinary course of business; (e) deposits securing liabilities to insurance carriers under insurance or self-insurance arrangements;
(f) judgment (including pre-judgment attachment) Liens not giving rise to an Event of Default; (g) banker’s Liens, rights
of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; provided
that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the
Parent or any Restricted Subsidiary in excess of those set forth by regulations promulgated by the Board or other applicable Governmental
Authority and (ii) such deposit account is not intended by the Parent or any Restricted Subsidiary to provide collateral to the depositary
institution; (h) Liens arising from UCC financing statement filings regarding operating leases or consignments entered into by the
Parent and any Restricted Subsidiary in the ordinary course of business; (i) customary restrictions imposed on the license or transfer
of copyrighted or patented materials or other intellectual property and customary provisions in agreements that restrict the assignment
of such agreements or any rights thereunder; (j) easements, leases, subleases, ground leases, zoning restrictions, building codes,
rights-of-way, minor defects or irregularities in title and similar encumbrances on real property imposed by law or arising in the ordinary
course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or
interfere with the ordinary conduct of business of the Parent or any Restricted Subsidiary; (k) any Lien required to be granted under
mandatory law in favor of creditors as a consequence of a merger or a conversion permitted under this Agreement due to Sections 22 and
204 German Reorganization Act (Umwandlungsgesetz, UmwG); (l) Liens arising under the general terms and conditions (Allgemeine
Geschäftsbedingungen der Banken und Sparkassen) in relation to bank accounts held in Germany; (m) customary unperfected
Liens Incurred in the ordinary course of business that secure current trade payables Incurred in the ordinary course of business and payable
in accordance with customary practices; provided that such Liens encumber only the assets related to such current trade payables;
and (n) Liens pursuant to Section 5-118 of the UCC of any state (or any comparable provision of any foreign law) in favor of
the issuer or nominated person of letters of credit or similar instruments permitted pursuant to Section 6.2. Notwithstanding
the foregoing, the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.


 






    35


     


    

 


“Permitted Investments”:
(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States
(or by any agency or instrumentality thereof to the extent such obligations are backed by the full faith and credit of the United States),
in each case maturing within one year from the date of acquisition thereof; (b) investments in commercial paper maturing within one
year from the date of acquisition thereof and having, at such date of acquisition, credit ratings from S&P or from Moody’s of
at least “A-2” or “P-2”, respectively; (c) investments in certificates of deposit, banker’s acceptances,
overnight bank deposits, eurodollar time deposits and time deposits maturing within one year from the date of acquisition thereof issued
or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized
under the laws of the United States or any State thereof which has a combined capital and surplus and undivided profits of not less than
$500,000,000 or, in the case of Foreign Subsidiaries, any local office of any commercial bank organized under the laws of the relevant
local jurisdiction or any OECD country or any political subdivision thereof which has a combined capital and surplus and undivided profits
of not less than $500,000,000 and cash pooling arrangements among Foreign Subsidiaries (sometimes intermediated by a commercial bank);
(d) marketable general obligations issued by any State of the United States or any political subdivision of any such State or any
public instrumentality thereof maturing within one year from the date of acquisition and, at the time of acquisition, having a credit
rating of “A” or better from either S&P or Moody’s; (e) repurchase agreements with a term of not more than
30 days for securities described in clause (a), (c) or (d) above and entered into with a financial institution satisfying the
criteria described in clause (c) above; (f) interests in any investment company or money market fund which invests substantially
all of its assets in instruments of the type specified in clauses (a) through (e) above; and (g) in the case of Foreign
Subsidiaries (other than any Foreign Subsidiary Holdco), substantially similar Investments to those set forth in clauses (a) through
(f) above denominated in foreign currencies; provided that references to the United States (or any agency, instrumentality
or State thereof) in this definition shall be deemed to mean foreign countries having a sovereign rating of “A” or better
from either S&P or Moody’s.


 


“Permitted Maturity”:
with respect to any FCI, the tenor agreed to by the applicable Borrower and the applicable FCI Issuing Lender. For purposes of this definition,
 “tenor” shall mean the period remaining from time to time until the maturity of the relevant FCI determined on the basis of
the expiration date specified in the relevant FCI in accordance with Section 2.6(c)(iv), or, in the absence of such specific
expiration date, the remaining Commercial Lifetime.


 


“Permitted Refinancing”
means, with respect to any Indebtedness of any Person, any extension, renewal or replacement of such Indebtedness; provided that
the outstanding principal amount of the Indebtedness so extended, renewed or replaced does not exceed the sum of (a) the outstanding
principal amount of the Indebtedness so extended, renewed or replaced, plus (b) an amount equal to accrued and unpaid interest
on, and premiums on, the Indebtedness so extended, renewed or replaced, plus (c) reasonable and customary fees (including
upfront fees), expenses, commissions, and underwriting discounts (including original issue discount) incurred and payable in connection
with such extension, renewal or replacement, plus (d) an amount equal to any existing unutilized commitments under the Indebtedness
so extended, renewed or replaced.


 


“Permitted Reorganization”
means the reorganization to be consummated by the Parent and its Subsidiaries as further described on Schedule 1.1G; provided
that the Permitted Reorganization shall occur on or prior to September 30, 2022.


 






    36


     


    

 


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


 


“Plan”:
any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412
or Section 430 of the Code or Section 302 of ERISA, and in respect of which the U.S. Borrower or any ERISA Affiliate is (or,
if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.


 


“Platform”:
as defined in Section 5.1.


 


“Prepayment Event”:


 


(a)            any
Disposition of property or series of related Dispositions of property (excluding any such Disposition permitted by paragraph (a), (b),
(c), or (g) of Section 6.6) that yields aggregate gross proceeds to the Loan Parties (valued at the initial principal
amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case
of other non-cash proceeds) in excess of $25,000,000 if, after giving effect to any such Disposition on a pro forma basis, the
Consolidated Leverage Ratio is equal to or greater than 2.75 to 1.0 (it being understood and agreed that for purposes of any such calculation,
(x) the proceeds of such Disposition shall not constitute “unrestricted cash and cash equivalents” for purposes of determining
Consolidated Total Debt, and (y) the application of the proceeds of such Disposition (including for purposes of repaying any Indebtedness)
shall not be given pro forma effect); or


 


(b)            any
casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property
of any Loan Party that yields Net Proceeds in excess of $10,000,000; or


 


(c)            the
Incurrence by the Parent or any Restricted Subsidiary of any Indebtedness, other than Indebtedness permitted by Section 6.2.


 


“PTE”:
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”:
as defined in Section 5.1.


 


“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”:
as defined in Section 9.20.


 


“Qualified Acquisition”:
as defined in the definition of “Qualified Acquisition Pro Forma Calculation”.


 


“Qualified Acquisition
Pro Forma Calculation”: to the extent made in connection with determining the permissibility of (a) any Permitted Acquisition
with Consideration in excess of $100,000,000 for which the provisos in Section 6.1(a) apply (any such Permitted Acquisition,
a “Qualified Acquisition”), the calculations required by clause (a) in the first proviso of the definition of
 “Permitted Acquisition”, (b) any increase in any Commitments in accordance with Section 2.1(b) in connection
with a Qualified Acquisition, the calculations required by clause (3) in the first proviso of Section 2.1(b), (c) the
incurrence of any Incremental Term Loans in accordance with Section 2.1(b) in connection with a Qualified Acquisition,
the calculations required by clause (3) in the first proviso of Section 2.1(b), and (d) the incurrence of any Incremental
Equivalent Indebtedness permitted pursuant to Section 6.2(t)(i) in connection with a Qualified Acquisition, the calculations
required by clause (C) of the proviso of Section 6.2(t)(i).


 






    37


     


    

 


“Qualified ECP Guarantor”:
at any time, each Loan Party with total assets exceeding $10,000,000 or that qualified 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.


 


“Qualified Receivables
Transaction”: any transaction or series of transactions that may be entered into by the Parent or any Restricted Subsidiary
pursuant to which the Parent or any Restricted Subsidiary (i) may sell, convey or otherwise transfer to a Receivables Entity or any
other Person, (ii) may enter into a repurchase facility with respect to and/or (iii) may grant a security interest in, in each
case, any Receivables (whether now existing or arising in the future) of the Parent or any Restricted Subsidiary or any subordinated note
or certificate issued by a Receivables Entity in exchange for, or otherwise backed by, Receivables transferred by the Parent or any Restricted
Subsidiary to such Receivables Entity, and any assets related thereto including all collateral securing such Receivables, all contracts
and all guarantees or other obligations in respect of such Receivables, the proceeds of such Receivables, the lockbox accounts in respect
of such Receivables and other assets which are customarily transferred, or in respect of which security interests are customarily granted,
in connection with sales, factoring, repurchase facilities or securitizations involving Receivables or any subordinated note or certificate
issued by a Receivables Entity in exchange for, or otherwise backed by, Receivables transferred by the Parent or any Restricted Subsidiary
to such Receivables Entity.


 


“Rate Determination
Date”: the date that is, with respect to any Interest Period, 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, then “Rate Determination Date” means such other day as otherwise reasonably determined by the Administrative Agent).


 


“Ratings Event”:
as defined in Section 5.11(b).


 


“Ratio Incremental
Amount”: as specified in the definition of “Incremental Amount”.


 


“Rebasing Date”:
as defined in Section 2.6(m)(i).


 


“Receivable”:
a right to receive payment arising from a sale or lease of goods or the performance of services by a Person pursuant to an arrangement
with another Person pursuant to which such other Person is obligated to pay for goods or services under terms that permit the purchase
of such goods and services on credit and shall include, in any event, any items of property that would be classified as an “account”,
 “chattel paper”, a “payment intangible” or an “instrument” under the UCC as in effect in the State
of New York and any “supporting obligations” (as so defined) of such items.


 


“Receivables Entity”:
either (a) any Restricted Subsidiary or (b) another Person to which the Parent or any Restricted Subsidiary transfers Receivables
and related assets, in either case which engages in no activities other than in connection with the financing of Receivables:


 


(i)            no
portion of the Indebtedness or any other obligations (contingent or otherwise) of which:


 






    38


     


    

 


(A)            is
guaranteed by the Parent or any Restricted Subsidiary (excluding guarantees of obligations (other than the principal of, and interest
on, Indebtedness) pursuant to Standard Receivables Undertakings);


 


(B)            is
recourse to or obligates the Parent or any Restricted Subsidiary in any way other than pursuant to Standard Receivables Undertakings;
or


 


(C)            subjects
any property or asset of the Parent or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction
thereof, other than pursuant to Standard Receivables Undertakings;


 


(ii)            with
which neither the Parent nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding (except in connection
with a purchase money note or Qualified Receivables Transaction permitted by Section 6.6(c)) other than (A) on terms,
taken as a whole, not materially less favorable to the Parent or such Restricted Subsidiary than those that might be obtained at the time
from Persons that are not Affiliates of the Parent or the U.S. Borrower or (B) for the payment of fees in the ordinary course of
business in connection with servicing Receivables; and


 


(iii)            to
which neither the Parent nor any Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial condition
or cause such entity to achieve certain levels of operating results.


 


“Receivables Transaction
Attributed Indebtedness”: (a) in the case of any Receivables securitization (including any Qualified Receivables Transaction,
but excluding any sale or factoring of Receivables), the amount of obligations outstanding under the legal documents entered into as part
of such Receivables securitization on any date of determination that would be characterized as principal if such Receivables securitization
were structured as a secured lending transaction rather than as a purchase, (b) in the case of any repurchase facility that constitutes
a Qualified Receivables Transaction, the aggregate principal amount of any obligations outstanding with respect thereto and (c) in
the case of any sale or factoring of Receivables, the cash purchase price paid by the buyer in connection with its purchase of Receivables
(including any bills of exchange) less the amount of collections received in respect of such Receivables and paid to such buyer,
excluding any amounts applied to purchase fees or discount or in the nature of interest, in each case as determined in good faith and
in a consistent and commercially reasonable manner by the Parent (provided that if such method of calculation is not applicable
to such sale or factoring of Receivables, the amount of Receivables Transaction Attributed Indebtedness associated therewith shall be
determined in a manner mutually acceptable to the Parent and the Administrative Agent).


 


“Reference Period”:
as defined in the definition of Consolidated EBITDA.


 


“Refinanced Term
Loans”: as defined in Section 9.2(c)(i).


 


“Register”:
as defined in Section 9.4(c).


 


“Reimbursement Obligation”:
the obligation of each relevant Borrower to reimburse the applicable Issuing Lender pursuant to Section 2.5 for amounts drawn
under Letters of Credit.


 


“Reinvestment Net
Proceeds”: as defined in Section 2.12(c).


 






    39


     


    

 


“Related Parties”:
with respect to any specified Person, such Person’s Affiliates and the respective directors, general or managing partners, officers,
employees, agents, trustees and advisors of such Person and such Person’s Affiliates, and “Related Party” means
any one of them.


 


“Release Date”:
as defined in Section 9.13(a).


 


“Relevant Rate”:
with respect to any Revolving Loan denominated in (a) Sterling, SONIA (or any Successor Rate established in connection therewith),
(b) Swiss Francs, SARON (or any Successor Rate established in connection therewith), (c) Euros, EURIBOR (or any Successor Rate
established in connection therewith), (d) Yen, TIBOR (or any Successor Rate established in connection therewith), (e) Canadian
Dollars, CDOR (or any Successor Rate established in connection therewith), (f) Australian Dollars, BBSY (or any Successor Rate established
in connection therewith), (g) New Zealand Dollars, BKBM (or any Successor Rate established in connection therewith), (h) Swedish
Krona, STIBOR (or any Successor Rate established in connection therewith), or (i) Danish Krone, CIBOR (or any Successor Rate established
in connection therewith).


 


“Replacement Term
Loans”: as defined in Section 9.2(c)(i).


 


“Required Lenders”:
at any time, Lenders holding in the aggregate more than 50% of the sum (without duplication) of (a) unfunded Revolving Commitments,
plus (b) unfunded FCI Issuing Commitments, plus (c) outstanding Loans (with the aggregate amount of each Lender’s
participation in Swingline Loans being deemed “held” by such Lender for purposes of this definition), plus (d) outstanding
LC Exposure (with the aggregate amount of each Lender’s participations in LC Exposure being deemed “held” by such Lender
for purposes of this definition), plus (e) outstanding FCI Issuing Lender Exposure; provided that the Commitments of,
and the portion of the aggregate outstanding amount of all Loans, LC Exposure and FCI Issuing Lender Exposure held or deemed held by,
any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders; provided, further, that
if any Event of Default shall have occurred and any determination needs to be made by the Required Lenders under Article VII whether
or not to terminate the Commitments or accelerate the maturity of the Loans and other Obligations hereunder, the Commitments of, and the
portion of the aggregate outstanding amount of all Loans, LC Exposure and FCI Issuing Lender Exposure held or deemed held by, any Lender
shall be excluded for purposes of making a determination of Required Lenders if such Lender notifies the Administrative Agent and the
Foreign Trade Facility Agent that in the good faith judgment of such Lender failing to so exclude such amounts for such Lender would or
might violate the German Foreign Trade Act (Außenwirtschaftsgesetz) or EU Regulation (EC) 2271/96.


 


“Requirements of
Law”: as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.


 


“Rescindable Amount”:
as defined in Section 2.20(d).


 


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


 


“Responsible Officer”:
the chief executive officer, president, vice president, chief financial officer, treasurer, assistant treasurer 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.


 






    40


     


    

 


“Restricted Payment”:
any dividend or other distribution (whether in cash, securities or other property) with respect to any Capital Stock of the Parent or
any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit,
on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Capital Stock of the Parent or any
Restricted Subsidiary or any option, warrant or other right (other than convertible or exchangeable debt securities) to acquire any such
Capital Stock of the Parent or any Restricted Subsidiary.


 


“Restricted Subsidiary”:
a Subsidiary of the Parent that is not an Unrestricted Subsidiary. Each Loan Party (other than, for the avoidance of doubt, the Parent)
shall be a Restricted Subsidiary at all times.


 


“Revolving Availability
Period”: the period from and including the Effective Date to but excluding the earlier of the Revolving Maturity Date (as such
date may be extended pursuant to Section 2.1(c)(i)) and the date of termination of the Revolving Commitments.


 


“Revolving Commitment”:
with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Financial
Letters of Credit, Non-Financial Letters of Credit and Swingline Loans hereunder, as such commitment may be changed from time to time
pursuant to this Agreement. The Revolving Commitment of each Lender party to this Agreement on the Effective Date is set forth opposite
the name of such Lender on Schedule 1.1A. The initial Revolving Commitment of each Lender that becomes a party to this Agreement
after the Effective Date shall be set forth in the Assignment and Assumption or other agreement pursuant to which such Lender becomes
a party hereto, as applicable. The aggregate amount of the Revolving Commitments as of the Effective Date is FIVE HUNDRED MILLION DOLLARS
($500,000,000).


 


“Revolving Commitment
Extension”: as defined in Section 2.1(c)(i).


 


“Revolving Commitment
Fee”: as defined in Section 2.14(a).


 


“Revolving Exposure”:
with respect to any Lender at any time, the sum of (a) the outstanding principal amount of such Lender’s Revolving Loans at
such time that are denominated in Dollars plus (b) the Dollar Equivalent at such time of the aggregate outstanding principal
amount of such Lender’s Revolving Loan at such time that are denominated in Alternative Currencies plus (c) such Lender’s
Financial LC Exposure at such time plus (d) such Lender’s Non-Financial LC Exposure at such time plus (e) such
Lender’s Swingline Exposure at such time.


 


“Revolving Extension
Date”: as defined in Section 2.1(c)(i).


 


“Revolving Extension
Notice”: as defined in Section 2.1(c)(i).


 


“Revolving Facility”:
as defined in the definition of Facility.


 


“Revolving Lender”:
a Lender with a Revolving Commitment or with Revolving Exposure.


 






    41


     


    

 


“Revolving Lender
Extension Response Date”: as defined in Section 2.1(c)(i).


 


“Revolving Loan”:
a Loan made pursuant to Section 2.1(a).


 


“Revolving Maturity
Date”: August 12, 2027 (as such date may be extended pursuant to Section 2.1(c)); provided that if such
date is not a Business Day, the Revolving Maturity Date shall be the immediately preceding Business Day.


 


“Revolving Note”:
as defined in Section 2.10(d)(i).


 


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


 


“Sale/Leaseback Transaction”:
as defined in Section 6.7.


 


“Sanction(s)”:
any international economic sanction administered or enforced by the United States Government, including OFAC, the United Nations Security
Council, the European Union, Her Majesty’s Treasury (“HMT”), the German Government, the Canadian Government or
other relevant sanctions authority as applicable to the respective Lenders or Borrowers.


 


“SARON”:
with respect to any applicable determination date, the Swiss Average Rate Overnight published on the fifth (5th) 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 that if such determination date is not a Business
Day, SARON means such rate that applied on the first Business Day immediately prior thereto.


 


“SARON Adjustment”:
 –0.0571% per annum.


 


“Scheduled Unavailability
Date”: as defined in Section 1.10(b).


 


“Security Documents”:
the Guarantee and Collateral Agreement, each Acknowledgement and Consent, each Assumption Agreement and any other security documents granting
a Lien on any property of any Person to secure the obligations of any Loan Party under any Loan Document.


 


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


 


“SOFR Adjustment”:
(a) with respect to Daily Simple SOFR, 0.10% (10 basis points); and (b) with respect to Term SOFR, (i) 0.10% (10 basis
points) for an Interest Period of one month’s duration, (ii) 0.10% (10 basis points) for an Interest Period of three months’
duration, and (iii) 0.10% (10 basis points) for an Interest Period of six months’ duration.


 


“SONIA”:
with respect to any applicable determination date, the Sterling Overnight Index Average Reference Rate published on the fifth (5th)
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 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”:
0.0326% per annum.


 






    42


     


    

 


“Specified Cash Management
Agreement”: (a) any agreement providing for treasury, depositary 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, or any similar transactions, between the Parent or any Subsidiary and any Lender
or Affiliate thereof (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender), existing on the
Effective Date and (b) any agreement providing for treasury, depositary 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, or any similar transactions, between the Parent or any Subsidiary and any Lender
or Affiliate thereof (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender), in each case
(other than with respect to agreements with the Administrative Agent or an Affiliate of the Administrative Agent) which has been designated
by the Parent, by notice to the Administrative Agent, as a “Specified Cash Management Agreement” (it is understood and agreed
that any such notice delivered to the Administrative Agent prior to the Effective Date designating documentation as a “Specified
Cash Management Agreement” shall remain effective and be deemed to have designated such documentation as a “Specified Cash
Management Agreement” as of the Effective Date).


 


“Specified Default”:
an Event of Default pursuant to paragraph (a), (b), (f), (g), (h), (i), (j), (l), (m), (o), (p) or (q) of Article VII.


 


“Specified Hedging
Agreement”: (a) any Hedging Agreement between the Parent or any Subsidiary and any Lender or Affiliate thereof (even if
such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender; provided that in the case of a Hedging
Agreement with a Person who is no longer a Lender (or Affiliate of a Lender), the obligations arising under such Hedging Agreement shall
only constitute Obligations through the stated termination date (without extension or renewal) of such Hedging Agreement), existing on
the Effective Date and (b) any Hedging Agreement between the Parent or any Subsidiary and any Lender or Affiliate thereof (even if
such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender; provided that in the case of a Hedging
Agreement with a Person who is no longer a Lender (or Affiliate of a Lender), the obligations arising under such Hedging Agreement shall
only constitute Obligations through the stated termination date (without extension or renewal) of such Hedging Agreement), in each case
(other than with respect to agreements with the Administrative Agent or an Affiliate of the Administrative Agent) which has been designated
by the Parent, by notice to the Administrative Agent, as a “Specified Hedging Agreement”.


 


“Specified Indebtedness”:
(a) any Indebtedness Incurred as permitted by Section 6.2(g)(ii), (h) or (k), and (b) any secured
Indebtedness Incurred as permitted by Section 6.2(j) or (q).


 


“Specified Loan Party”:
as defined in Section 9.18.


 


“Specified Obligations”:
as defined in the Guarantee and Collateral Agreement.


 


“Specified Subsidiary”:
each Domestic Subsidiary of the Parent that (a) does not have any operating business or operating assets as of the Effective Date,
and (b) is identified in writing by the Parent to the Administrative Agent on or prior to the Effective Date.


 


“SPX Holdco”:
the holding company newly formed in connection with the Permitted Reorganization, which newly-formed holding company shall be a Delaware
corporation.


 






    43


     


    

 


“Standard Receivables
Undertakings”: representations, warranties, covenants and indemnities entered into by the Parent or any Restricted Subsidiary
which are reasonably customary in sale, factoring or securitization of Receivables transactions.


 


“Sterling”:
the lawful currency of the United Kingdom.


 


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


 


“Subordinated Debt”:
any Indebtedness Incurred by the Parent or the U.S. Borrower as permitted by Section 6.2(b).


 


“Subordinated Debt
Documents”: all indentures, instruments, agreements and other documents evidencing or governing the Subordinated Debt or providing
for any Guarantee or other right in respect thereof.


 


“Subsidiary”:
with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association
or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements
if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability
company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50%
of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or
one or more Subsidiaries of the parent or by the parent and one or more Subsidiaries of the parent. Unless otherwise qualified, all references
to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Parent.


 


“Successor Rate”:
as defined in Section 1.10(b).


 


“Supported QFC”:
as defined in Section 9.20.


 


“Swap Obligation”:
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.


 


“Swedish Krona”:
the lawful currency of Sweden.


 


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


 


“Swingline Lender”:
Bank of America, in its capacity as lender of Swingline Loans hereunder.


 


“Swingline Loan”:
a Loan made pursuant to Section 2.4.


 


“Swingline Note”:
as defined in Section 2.10(d)(iii).


 


“Swiss Franc”:
the lawful currency of Switzerland.


 


“TARGET Day”:
any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment
system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement)
is open for the settlement of payments in Euro.


 






    44


     


    

 



 


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


 


“Tender Guarantee”:
a customary standby letter of credit or bank guarantee or surety issued by an FCI Issuing Lender (with respect to FCIs) or an Issuing
Lender (with respect to the Non-Financial Letters of Credit), in each case in favor of (actual or prospective) counterparties of the Parent
or any of its Restricted Subsidiaries or any of its Joint Ventures for the purpose of securing the obligations assumed under any tender,
for construction work or other services.


 


“Term A Note”:
as defined in Section 2.10(d)(ii).


 


“Term Loan A”:
as defined in Section 2.1(e).


 


“Term Loan A Commitment”:
as to each Lender party to this Agreement on the Effective Date, its portion of the Term Loan A made to the U.S. Borrower pursuant to
Section 2.1(e), in the principal amount set forth opposite such Lender’s name on Schedule 1.1A. The aggregate
principal amount of the Term Loan A Commitments of all of the Lenders as in effect on the Effective Date is TWO HUNDRED FORTY FIVE MILLION
DOLLARS ($245,000,000).


 


“Term Loan A Lender”:
a Lender with an outstanding portion of the Term Loan A.


 


“Term Loan A Maturity
Date”: August 12, 2027; provided that if such date is not a Business Day, the Term Loan A Maturity Date shall be
the immediately preceding Business Day.


 


“Term Loans”:
collectively, the Term Loan A and the Incremental Term Loans.


 


“Term SOFR”:
(a) for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two (2) 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; in each case, plus the applicable SOFR
Adjustment for such Interest Period; and (b) for any interest calculation with respect to an ABR Loan on any date, the rate per annum
equal to the Term SOFR Screen Rate with a term of one (1) month commencing that day; provided that if Term SOFR determined
in accordance with either of the foregoing clause (a) or clause (b) would otherwise be less than zero, Term SOFR shall be deemed
zero for purposes of this Agreement.


 


“Term SOFR Conforming
Changes”: with respect to the use, administration of or any conventions associated with SOFR, Term SOFR or any proposed Term
SOFR Successor Rate, as applicable, any conforming changes to the definition of “Alternate Base Rate”, the definition of “Interest
Period”, the definition of “SOFR”, the definition of “Term SOFR”, the 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 definition of “Business Day”, the definition of “U.S. Government Securities Business Day”, the timing of borrowing
requests or prepayment, conversion or continuation notices, and the length of lookback periods) as may be appropriate, in the discretion
of the Administrative Agent, 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 is reasonably necessary in connection
with the administration of this Agreement and any other Loan Document).


 






    45


     


    

 


“Term SOFR Loan”:
a Loan that is denominated in Dollars and that bears interest at a rate based on clause (a) of the definition of “Term SOFR”.


 


“Term SOFR Replacement
Date”: as defined in Section 1.10(a).


 


“Term SOFR Scheduled
Unavailability Date”: as defined in Section 1.10(a).


 


“Term SOFR Screen
Rate”: the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative
Agent) and 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).


 


“Term SOFR Successor
Rate”: as defined in Section 1.10(a).


 


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


 


“Total Consolidated
Assets”: as at any date of determination, the total assets of the Parent and its consolidated Restricted Subsidiaries, determined
in accordance with GAAP, as of the last day of the fiscal quarter ended immediately prior to the date of such determination for which
financial statements have been (or are required pursuant to Section 5.1(a) or (b) to have been) delivered
to the Administrative Agent pursuant to Section 5.1(a) or (b).


 


“Total Exposure”:
at any time, the sum of the total Revolving Exposures.


 


“Total Foreign Trade
Exposure”: at any time, the sum of the total FCI Issuing Lender Exposures.


 


“Trade LC”:
a trade or commercial letter of credit.


 


“Transactions”:
the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans,
the use of the proceeds thereof and the issuance of Letters of Credit and FCIs hereunder.


 


“Treaty”:
the Treaty establishing the European Economic Community, being the Treaty of Rome of March 25, 1957 as amended by the Single European
Act 1986 and the Maastricht Treaty (which was signed on February 7, 1992 and came into force on November 1, 1993) and as may
from time to time be further amended, supplemented or otherwise modified.


 


“Type”:
when used in reference to any Loan or Borrowing, refers to the rate by reference to which interest on such Loan, or on the Loans comprising
such Borrowing, is determined and the currency in which such Loan, or the Loans comprising such Borrowing, are denominated. For purposes
hereof, “rate” shall include Term SOFR, any Alternative Currency Daily Rate, any Alternative Currency Term Rate and the Alternate
Base Rate, and “currency” shall include Dollars and any Alternative Currency permitted hereunder.


 


“UCC”:
for any jurisdiction, the Uniform Commercial Code applicable in such jurisdiction.


 






    46


     


    

 


“UK Financial Institution”:
any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from 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 Resolution Authority”:
the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.


 


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


 


“Unrestricted Subsidiary”:
a direct or indirect Subsidiary of the Parent designated as an Unrestricted Subsidiary pursuant to Section 5.13 that has not
been redesignated as a Restricted Subsidiary pursuant to Section 5.13; provided that in no event may any Loan Party
be designated as an Unrestricted Subsidiary. As of the Effective Date, there are no Unrestricted Subsidiaries.


 


“U.S. Borrower”:
as defined in the preamble.


 


“U.S. Government
Securities Business Day”: 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. Special Resolution
Regimes”: as defined in Section 9.20.


 


“Utilization Date”:
as defined in Section 2.6(g)(i).


 


“Utilization Reduction
Notice”: as defined in Section 2.6(i)(i).


 


“Utilization Request”:
as defined in Section 2.6(c).


 


“Warranty Guarantee”:
a customary standby letter of credit or bank guarantee or surety issued by an FCI Issuing Lender (with respect to FCIs) or an Issuing
Lender (with respect to the Non-Financial Letters of Credit), in each case in favor of customers of the Parent or any of its Restricted
Subsidiaries or any of its Joint Ventures for the purpose of securing any warranty obligations of the Parent or such Restricted Subsidiary.


 


“Wholly Owned Loan
Party”: any Loan Party that is a Wholly Owned Subsidiary of the Parent.


 


“Wholly Owned Subsidiary”:
as to any Person, any other Person all of the Capital Stock of which (other than directors’, foreign nationals’ and analogous
qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries. Unless otherwise qualified,
all references to a “Wholly Owned Subsidiary” or to “Wholly Owned Subsidiaries” in this Agreement shall refer
to a Wholly Owned Subsidiary or Wholly Owned Subsidiaries of the Parent.


 


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


 






    47


     


    

 


“Write-Down and Conversion
Powers”: (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.


 


“Yen”:
the lawful currency of Japan.


 


Section 1.2     Classification
of Loans and Borrowings.


 


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


 


Section 1.3     Terms
Generally.


 


The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include
the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have
the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference
to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document
as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications
set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns,
(c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed
to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) the
words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (f) any reference to any
law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference
to any law, rule or regulation shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified
or supplemented from time to time, (g) where applicable, any amount (including minimum borrowing, prepayment or repayment amounts)
expressed in Dollars shall, when referring to any currency other than Dollars, be deemed to mean an amount of such currency having a Dollar
Equivalent approximately equal to such amount and (h) the words “renew”, “renewal” and variations thereof
as used herein with respect to a Letter of Credit or an FCI means to extend the term of such Letter of Credit or FCI, as applicable, or
to reinstate an amount drawn under such Letter of Credit or FCI, as applicable, or both. Any reference herein to a merger, transfer, consolidation,
amalgamation, consolidation, assignment, sale or disposition, or similar term, shall be deemed to apply to a division of or by a limited
liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation),
as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale or disposition, or similar term, as applicable,
to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division
of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person).


 






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Section 1.4     Accounting
Terms; GAAP.


 


Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to
time; provided that: if at any time there shall occur any change in respect of GAAP (including the adoption of IFRS) from that
used in the preparation of audited financial statements referred to in Section 3.4(a) in a manner that would have a material
effect on any matter under Article VI, the U.S. Borrower and the Administrative Agent will, within five Business Days of notice
from the Administrative Agent or the U.S. Borrower, as the case may be, to that effect, commence, and continue in good faith, negotiations
with a view towards making appropriate amendments to the provisions hereof acceptable to the Required Lenders, to reflect as nearly as
possible the effect of Article VI as in effect on the Effective Date; provided further that, until such notice shall
have been withdrawn or the relevant provisions amended in accordance herewith, Article VI shall be interpreted on the basis
of GAAP as in effect and applied immediately before such change shall have become effective.


 


Notwithstanding the foregoing,
(a) during the period from the date of any acquisition of any Person in accordance with the terms hereof through the last day of
the fiscal quarter of the Parent in which the acquisition of such Person is consummated only, at the election of the Parent, all terms
of an accounting or financial nature with respect to such Person and its Subsidiaries shall be construed in accordance with the accounting
standards applicable to such Person and its Subsidiaries, as in effect during such time period, and (b) all liability amounts shall
be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use
assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset
relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed
rent payable under any operating lease, in each case to the extent that such liability, asset, amortization or interest pertains to an
operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as
such under GAAP as in effect on December 31, 2015. Notwithstanding anything to the contrary set forth in this Agreement, (i) in
connection with any Qualified Acquisition Pro Forma Calculation, the maximum Consolidated Leverage Ratio that was permitted pursuant to
Section 6.1(a) for the most recent fiscal quarter ended for which the Parent was required to deliver financial statements
pursuant to Section 5.1(a) or Section 5.1(b) shall be deemed to be 4.00 to 1.0, in the case of a 4.00x
Leverage Increase, and 4.25 to 1.0, in the case of a 4.25x Leverage Increase, in each case solely for purposes of such Qualified Acquisition
Pro Forma Calculation, (ii) with respect to determining the permissibility of the incurrence of any Indebtedness, the proceeds thereof
shall not constitute “unrestricted cash and cash equivalents” for purposes of determining Consolidated Total Debt, and (iii) except
as otherwise expressly set forth herein, prior to the delivery of financial statements pursuant to Section 5.1(b) for
the fiscal quarter of the Parent ending on October 1, 2022, any calculation or other determination to be made pursuant to this Agreement
by reference to the most recent financial statements of the Parent shall be calculated or determined, as applicable, by reference to quarterly
financial statements referred to in Section 3.4(a)(ii).


 


Section 1.5     Exchange
Rates; Interest Rates.


 


(a)            The
Administrative Agent or the applicable Issuing Lender, as applicable, shall determine the Exchange Rates as of each Calculation Date to
be used for calculating Dollar Equivalent amounts of credit extensions and outstanding amounts denominated in Alternative Currencies.
Such Exchange Rates shall become effective as of such Calculation Date and shall be the Exchanges Rates employed in converting any amounts
between the applicable currencies until the next Calculation Date to occur. Except for purposes of financial statements delivered by Loan
Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency
(other than for the purpose of converting into Dollars, under Sections 2.5(d), (e), (h), (j) and (k) and
2.14(b), the obligations of the Borrowers and the Revolving Lenders in respect of Financial LC Disbursements and Non-Financial
LC Disbursements that have not been reimbursed when due) for purposes of the Loan Documents shall be such Dollar Equivalent amount as
so determined by the Administrative Agent or the applicable Issuing Lender, as applicable.


 






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(b)            Not
later than 5:00 p.m. on each Calculation Date, the Administrative Agent shall (i) determine the Revolving Exposure, the Alternative
Currency Financial LC Exposure or the Alternative Currency Non-Financial LC Exposure, as the case may be, on such date (after giving effect
to any Alternative Currency Loans to be made or any Alternative Currency Letters of Credit to be issued, renewed, extended or terminated
in connection with such determination) and (ii) notify the U.S. Borrower and, if applicable, each Issuing Lender of the results of
such determination.


 


(c)            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, Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency
equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward),
as determined by the Administrative Agent or the applicable Issuing Lender, as the case may be.


 


(d)            Neither
Agent warrants, nor accepts responsibility for, nor shall any 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 any Term SOFR Successor Rate or any Successor Rate) (or any component of any of the foregoing) or the effect of any of
the foregoing, or of any Term SOFR Conforming Changes or any Conforming Changes. Each 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 any Term SOFR Successor Rate or 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 Loan Parties. Each 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
any Term SOFR Successor Rate or 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 any Loan Party, any Lender or any other Person 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.


 


Section 1.6     Currency
Conversion.


 


(a)            If
more than one currency or currency unit are at the same time recognized by the central bank of any country as the lawful currency of that
country, then (i) any reference in the Loan Documents to, and any obligations arising under the Loan Documents in, the currency of
that country shall be translated into or paid in the currency or currency unit of that country designated by the Administrative Agent
and (ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognized by the
central bank for conversion of that currency or currency unit into the other, rounded up or down by the Administrative Agent or the Foreign
Trade Facility Agent, as applicable, as it deems appropriate.


 






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(b)            If
a change in any currency of a country occurs, this Agreement shall be amended (and each party hereto agrees to enter into any supplemental
agreement necessary to effect any such amendment) to the extent that the Administrative Agent specifies to be necessary to reflect the
change in currency and to put the Lenders in the same position, so far as possible, that they would have been in if no change in currency
had occurred.


 


Section 1.7     Times
of Day.


 


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


 


Section 1.8     Face
Amount.


 


Unless otherwise specified
herein, the Face Amount of a Letter of Credit or FCI at any time shall be deemed to be the stated amount of such Letter of Credit or FCI
in effect at such time; provided that with respect to any Letter of Credit or FCI that, by its terms or the terms of any form of
letter of credit application or other agreement submitted by a Borrower to, or entered into by a Borrower with, the applicable Issuing
Lender or FCI Issuing Lender, as applicable, relating to such Letter of Credit or FCI, provides for one or more automatic increases in
the stated amount thereof, the amount of such Letter of Credit or FCI shall be deemed to be the maximum stated amount of such Letter of
Credit or FCI after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.


 


Section 1.9     Additional
Alternative Currencies.


 


(a)            The
U.S. Borrower may from time to time request that Revolving Loans be made, or Financial Letters of Credit be issued, in a currency other
than those specifically listed in the definition of “Alternative Currency”; provided that (i) such requested currency
is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars, (ii) in
the case of any such request with respect to Revolving Loans, such request shall be subject to the approval of (A) subject to Section 2.21(b),
each Revolving Lender and (B) the Administrative Agent and (iii) in the case of any such request with respect to the issuance
of Financial Letters of Credit, such request shall be subject to the approval of Bank of America, in its capacity as an Issuing Lender
of Financial Letters of Credit, and the Administrative Agent.


 


(b)            In
the case of any such request referenced in Section 1.9(a) pertaining to Revolving Loans, 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 extensions
(or such other time or date as may be agreed by the Administrative Agent). Upon receipt of such request, the Administrative Agent shall
promptly notify each Revolving Lender. Each Revolving Lender 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 Revolving Loans in such requested currency.
Any failure by a Revolving Lender to respond to such request within the time period specified in the preceding sentence shall be deemed
to be a refusal by such Revolving Lender to permit Revolving Loans to be made in such requested currency. If the Administrative Agent
and all the Revolving Lenders consent to making Revolving Loans in such requested currency and the Administrative Agent and such Revolving
Lenders reasonably determine that an appropriate interest rate is available to be used for such requested currency, the Administrative
Agent shall so notify the U.S. Borrower and (i) the Administrative Agent and the Revolving Lenders may amend this Agreement to the
extent necessary to add the applicable rate for such currency and any applicable adjustment for such rate, as applicable, and (ii) to
the extent this Agreement has been amended to reflect the appropriate rate (and applicable adjustment, if any) for such currency, such
currency shall thereupon be deemed for all purposes to be an Alternative Currency for purposes of any Borrowings of Revolving Loans. If
the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.9(b),
the Administrative Agent shall promptly so notify the U.S. Borrower.


 






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(c)            In
the case of any such request referenced in Section 1.9(a) pertaining to Financial Letters of Credit, any such request
shall be made to the Administrative Agent and Bank of America, in its capacity as an Issuing Lender of Financial Letters of Credit, not
later than 11:00 a.m., ten (10) Business Days prior to the date of the desired credit extensions (or such other time or date as may
be agreed by the Administrative Agent and Bank of America, in its capacity as an Issuing Lender of Financial Letters of Credit). The Administrative
Agent and Bank of America, in its capacity as an Issuing Lender of Financial Letters of Credit, shall notify the U.S. Borrower not later
than 11:00 a.m., five (5) Business Days after receipt of such request, whether each such Person consents, in its sole discretion,
to the issuance of Financial Letters of Credit in such requested currency. Any failure by the Administrative Agent or Bank of America,
in its capacity as an Issuing Lender of Financial Letters of Credit, to respond to such request within the time period specified in the
preceding sentence shall be deemed to be a refusal by the Administrative Agent or Bank of America, in its capacity as an Issuing Lender
of Financial Letters of Credit, as the case may be, to permit Financial Letters of Credit to be issued in such requested currency. If
the Administrative Agent and Bank of America, in its capacity as an Issuing Lender of Financial Letters of Credit, each consent to issuance
of Financial Letters of Credit in such requested currency, the Administrative Agent shall so notify the U.S. Borrower and, thereafter,
such currency shall thereupon be deemed for all purposes to be an Alternative Currency for purposes of the issuance of Financial Letters
of Credit.


 


Section 1.10     Term
SOFR Successor Rates; Successor Rates.


 


(a)            Notwithstanding
anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines (which determination shall
be conclusive absent manifest error), or the U.S. Borrower or Required Lenders notify the Administrative Agent (with, in the case of the
Required Lenders, a copy to the U.S. Borrower) that the U.S. Borrower 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 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 no longer be made available, or permitted to be used for determining the interest rate of 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
 “Term SOFR Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such
date, a “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 Term SOFR Scheduled
Unavailability Date, Term SOFR will be replaced hereunder and under any other Loan Document with Daily Simple SOFR plus the applicable
SOFR Adjustment 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 (any such successor rate
established pursuant to this Section 1.10(a), a “Term SOFR Successor Rate”). If the Term SOFR Successor
Rate is Daily Simple SOFR plus the applicable SOFR Adjustment, all interest payments will be payable on a monthly basis.


 






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Notwithstanding anything to
the contrary herein, (A) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR
Replacement Date, or (B) if the events or circumstances of the type described in clause (i) above or clause (ii) above
have occurred with respect to the Term SOFR Successor Rate then in effect, then, in each case, the Administrative Agent and the U.S. Borrower
may amend this Agreement solely for the purpose of replacing Term SOFR or any then-current Term SOFR Successor Rate in accordance with
this Section 1.10(a) 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 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 credit
facilities syndicated and agented in the United States for such benchmark, which adjustment or method for calculating such adjustment
shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and
may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a “Term SOFR Successor
Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative
Agent shall have posted such proposed amendment to all Lenders and the U.S. Borrower 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 U.S. Borrower and each Lender of the implementation of any Term SOFR Successor Rate. Any
Term SOFR 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 Term SOFR 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 Term SOFR Successor
Rate as so determined would otherwise be less than zero, such Term SOFR Successor Rate will be deemed to be zero for the purposes of this
Agreement and the other Loan Documents.


 


In connection with the implementation
of a Term SOFR Successor Rate, the Administrative Agent will have the right to make Term SOFR Conforming Changes from time to time and,
notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Term SOFR 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 Term SOFR Conforming Changes to
the U.S. Borrower and the Lenders reasonably promptly after such amendment becomes effective.


 


For purposes of this Section 1.10(a),
those Lenders that either have not made, or do not have an obligation under this Agreement to make, Term SOFR Loans (or Loans accruing
interest by reference to a Term SOFR Successor Rate, as applicable) shall be excluded from any determination of Required Lenders.


 






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(b)            Notwithstanding
anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall
be conclusive absent manifest error), or the U.S. Borrower or Required Lenders notify the Administrative Agent (with, in the case of the
Required Lenders, a copy to the U.S. Borrower) that the U.S. Borrower 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 “Scheduled Unavailability Date” for such
Relevant Rate); 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 clause (i) above, clause (ii) above or clause (iii) above have occurred
with respect to a Successor Rate then in effect, then the Administrative Agent and the U.S. Borrower may amend this Agreement solely for
the purpose of replacing the Relevant Rate for an Alternative Currency or any then-current Successor Rate for an Alternative Currency
in accordance with this Section 1.10(b) 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, which adjustment or method for calculating such adjustment shall be
published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be
periodically updated (and any such proposed rate, including for the avoidance of doubt, any adjustment thereto, a “Successor
Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the
Administrative Agent shall have posted such proposed amendment to all Lenders and the U.S. Borrower 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 U.S. Borrower 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 zero, the
Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents.


 


In connection with the implementation
of a Successor 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 U.S. Borrower and the Lenders reasonably
promptly after such amendment becomes effective.


 






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For purposes of this Section 1.10(b),
those Lenders that either have not made, or do not have an obligation under this Agreement to make, Loans denominated in the applicable
Alternative Currency shall be excluded from any determination of Required Lenders for purposes of the establishment of a Successor Rate
with respect to Alternative Currency.


 


Section 1.11     Permitted
Reorganization.


 


The parties hereto acknowledge
and agree that (a) notwithstanding anything set forth herein or in any other Loan Document, the Permitted Reorganization is expressly
permitted hereunder, solely to the extent the Permitted Reorganization is consummated on or prior to September 30, 2022, and (b) nothing
set forth herein or in any other Loan Document shall limit the ability of the Parent and its applicable Subsidiaries to consummate the
Permitted Reorganization and the transactions contemplated thereby, solely to the extent the Permitted Reorganization is consummated on
or prior to September 30, 2022. The U.S. Borrower and the Administrative Agent shall be permitted to amend this Agreement and the
other the Loan Documents (and the Lenders authorize the Administrative Agent to enter into any such amendments, including any amendments
that are retroactively effective to the date of consummation of the Permitted Reorganization) solely for the purposes of making changes
to this Agreement and the other Loan Documents to reflect the consummation of the Permitted Reorganization (including, for the avoidance
of doubt, to make any changes as may be necessary and appropriate, in the sole discretion of the Administrative Agent, to reflect the
consummation of the Permitted Reorganization), and any such amendment shall become effective at 5:00 p.m. on the fifth (5th)
Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders unless, prior to such time, the Required
Lenders have delivered to the Administrative Agent written notice that such Lenders do not accept such amendment. It is understood and
agreed that, from and after the consummation of the Permitted Reorganization, and until such time as (i) this Agreement and the other
Loan Documents have been amended as contemplated by this Section 1.11, and (ii) SPX Holdco has joined this Agreement
and the other Loan Documents as contemplated by Section 5.11(h), (A) any obligation of the Parent under this Agreement
or any other Loan Document shall be deemed to be an obligation of the U.S. Borrower, and (B) any reference in this Agreement and
any other Loan Documents to (1) financial statements or other financial information (including financial covenant-related definitions
and terms) of the Parent and/or any of its Subsidiaries, shall be deemed to be a reference to financial statements or other financial
information of SPX Holdco and/or any of its Subsidiaries, and (2) any Subsidiary of the Parent, shall be deemed to be a reference
to any Subsidiary of SPX Holdco.


 


Section 1.12     Amendment
and Restatement.


 


The parties hereto agree that,
on the Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto:
(a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all
obligations under or in connection with the Existing Credit Agreement outstanding on the Effective Date shall in all respects be continuing
and shall be deemed to be Obligations outstanding hereunder (and, on the Effective Date, the U.S. Borrower hereby absolutely and expressly
assumes all of the duties, obligations and liabilities of the Parent, in its capacity as a borrower under, and in connection with, the
Existing Credit Agreement and the other loan documents executed in connection with the Existing Credit Agreement); (c) to the extent
evidenced by the Guarantee and Collateral Agreement, the guarantees made to the holders of the obligations pursuant to the loan documents
entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Obligations and
are hereby reaffirmed; and (d) to the extent evidenced by the Guarantee and Collateral Agreement, the security interests and liens
granted in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations, created under the collateral
documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Obligations
and are hereby reaffirmed. On the Effective Date, (i) the revolving credit extensions and revolving commitments made by the lenders
under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Effective Date, the respective
Revolving Commitments of the Lenders shall be as set forth on Schedule 1.1A (and, as of the Effective Date, each Lender’s
portion of any outstanding Revolving Loans shall be equal to its Applicable Revolving Percentage of the outstanding amount of such Revolving
Loans), (ii) each Existing Letter of Credit issued by an Issuing Lender under the Existing Credit Agreement shall be deemed for all
purposes of this Agreement to constitute a Letter of Credit issued by such Issuing Lender pursuant hereto for the applicable Person, (iii) each
Existing FCI issued by an FCI Issuing Lender under the Existing Credit Agreement shall be deemed for all purposes of this Agreement to
constitute an FCI issued by such FCI Issuing Lender pursuant hereto for the applicable Borrower (and such Borrower, whether or not it
is the Borrower for which such Existing FCI was originally issued under the Existing Credit Agreement, shall be obligated and liable in
respect of such Existing FCI under the terms and conditions of this Agreement as if such Existing FCI had been originally issued at its
request under this Agreement) and the FCI Issuing Commitment of such FCI Issuing Lender under this Agreement shall be deemed utilized
in an amount equal to the Dollar Equivalent of all Existing FCIs issued by it and determined as of the Effective Date, subject to any
subsequent determinations of such Dollar Equivalent pursuant to Section 2.6(l), and (iv) any Lender may exchange, continue
or rollover all or the portion of its credit extensions under the Existing Credit Agreement in connection with the entering into of this
Agreement pursuant to a cashless settlement mechanism approved by the Parent, the U.S. Borrower, the Administrative Agent, the Foreign
Trade Facility Agent and such Lender. This Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance
with the terms of Section 9.2 of the Existing Credit Agreement.


 






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Article II


 


THE
CREDITS


 


Section 2.1     Commitments;
Incremental Facilities.


 


(a)            Subject
to the terms and conditions set forth herein, each Revolving Lender agrees to severally make Revolving Loans in Dollars or Alternative
Currencies (as specified in the Borrowing Requests with respect thereto) to any Borrower from time to time during the Revolving Availability
Period in an aggregate principal amount that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving
Commitment; provided that, after giving effect to any Borrowing of Revolving Loans, the aggregate outstanding amount of all Alternative
Currency Loans, plus the aggregate outstanding amount of all Revolving Loans made to Foreign Subsidiary Borrowers, shall not exceed
the Global Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay
and reborrow Revolving Loans.


 


(b)            The
U.S. Borrower and any one or more Lenders may from time to time agree that such Lenders (or any other additional bank, financial institution
or other entity which becomes a Lender pursuant to this Section 2.1(b)) shall add one or more term loan facilities (the loans
thereunder, the “Incremental Term Loans”) and/or increase the Commitments in respect of any of the Facilities by executing
and delivering to the Administrative Agent, an Incremental Facility Activation Notice specifying (i) the amount of such Incremental
Term Loans and/or Commitment increase, and (ii) in the case of any Incremental Term Loans, (A) the applicable Incremental Term
Loan Maturity Date, (B) the amortization schedule for such Incremental Term Loans, which shall comply with Section 2.11(a),
(C) the Applicable Rate (and/or other pricing terms) for such Incremental Term Loans and (D) the requested currency (which may
be in Dollars or any Alternative Currency); provided that: (1) the aggregate principal amount of borrowings of Incremental
Term Loans outstanding at any time and Commitment increases pursuant to this Section 2.1(b) in effect at any time, plus
the aggregate principal amount of all Incremental Equivalent Indebtedness outstanding at any time shall not exceed, as of any date of
determination, the Incremental Amount; (2) no Default or Event of Default shall be in existence or would be caused by the incurrence
of such Incremental Term Loans and/or establishment of such increase in the Commitments; and (3) after giving effect to incurrence
of any Incremental Term Loans and/or establishment of any increase in the Commitments on a pro forma basis (and assuming for such
purposes that such Incremental Term Loans are fully drawn and/or such Commitment increase is fully drawn), the Parent would be in compliance
with the financial covenants contained in Section 6.1 as of the last day of the fiscal quarter of the Parent most recently
ended for which the Parent has delivered financial statements pursuant to Section 5.1(a) or Section 5.1(b).
In the case of any increase in the Commitments under any Facility (other than any Incremental Term Loan Facility), the terms applicable
to such increased Commitments and the Loans thereunder shall be the same as the terms applicable to the Facility being so increased. In
the case of any increase of the Revolving Facility, any new Lender added in connection with such increase must be reasonably acceptable
to the Administrative Agent and the Issuing Lenders (but not the Revolving Lenders). In the case of any increase of the Foreign Trade
Facility, any new Lender added in connection with such increase must be reasonably acceptable to the Administrative Agent, the Foreign
Trade Facility Agent and the FCI Issuing Lenders. No Lender shall have any obligation to participate in any Incremental Term Loan or other
increase described in this paragraph unless it agrees to do so in its sole discretion. Any additional bank, financial institution or other
entity which, with the consent of the U.S. Borrower and the Administrative Agent, and, if applicable, the Foreign Trade Facility Agent
(which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with the
making of any Incremental Term Loan or the making of any additional Commitment shall execute a New Lender Supplement, whereupon such bank,
financial institution or other entity shall become a Lender for all purposes and to the same extent as if originally a party hereto and
shall be bound by and entitled to the benefits of this Agreement.


 






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Notwithstanding anything to
the contrary in this Agreement, if the proceeds of any Incremental Term Loan are being used to finance a Limited Condition Acquisition,
and the U.S. Borrower has obtained binding commitments of Incremental Term Lenders to fund such Incremental Term Loan (“Acquisition
Financing Commitments”), then the conditions to the funding and incurrence of such Incremental Term Loan shall be limited as
follows, if and to the extent such Incremental Term Lenders so agree with respect to their Acquisition Financing Commitments: (a) the
condition set forth in Section 4.2(a) shall apply only with respect to customary “specified representations”
approved by the Incremental Term Lenders providing the Acquisition Financing Commitments or if the circumstances giving rise to the failure
of such conditions also entitle the Parent or the applicable Restricted Subsidiaries to terminate its or their obligations under the definitive
agreement for such Limited Condition Acquisition (each, an “Acquisition Agreement”), and (b) the reference in
Section 4.2(b) to no Default or Event of Default shall mean the absence of a Default or Event of Default at the date
such Acquisition Agreement is executed and delivered and the absence of an Event of Default under paragraphs (a), (b), (h), (i) or
(j) of Article VII at the date the applicable Limited Condition Acquisition is consummated (it being understood that
this sentence shall not limit the conditions set forth in Section 4.2 with respect to any proposed Borrowing or the issuance
of any Letter of Credit or FCI in connection with such Permitted Acquisition or otherwise). Additionally, in connection with the incurrence
of any Incremental Term Loan or any Incremental Equivalent Indebtedness used to finance all or any part of a Limited Condition Acquisition,
the date for purposes of determining compliance with (i) clause (2) in the first proviso of the preceding paragraph, (ii) clause
(B) in the proviso to Section 6.2(t)(i), (iii) compliance with the Ratio Incremental Amount, and (iv) clause
(C) in the proviso to Section 6.2(t)(i), in each case, shall, at the U.S. Borrower’s option, be the date on which
the Acquisition Agreement for such Limited Condition Acquisition is executed and delivered; provided that: (A) with respect
to the conditions set forth in clause (2) in the first proviso of the preceding paragraph and clause (B) in the proviso to Section 6.2(t)(i),
such conditions shall only be satisfied if there is also no Event of Default under paragraphs (a), (b), (h), (i) or (j) of Article VII
at the date the applicable Limited Condition Acquisition is consummated; and (B) during the period commencing with the execution
and delivery of such Acquisition Agreement and ending on the earlier to occur of (1) the date of consummation of such Limited Condition
Acquisition, and (2) the date of abandonment by the Parent or the applicable Restricted Subsidiary of such Limited Condition Acquisition,
each calculation on a pro forma basis required hereunder shall demonstrate two calculations of each of the relevant covenants set
forth in Section 6.1, the first assuming that such Limited Condition Acquisition (and all transactions in connection therewith,
including the incurrence of any Incremental Term Loan, any Commitment increase or any Incremental Equivalent Indebtedness) has been consummated
and the second assuming that such transaction has been abandoned, and, for the avoidance of doubt, with respect to any particular transaction
for which pro forma compliance is required, each such calculation must demonstrate compliance on a pro forma basis in order for
such transaction to be permitted. Nothing in the foregoing constitutes a waiver of any Default or Event of Default under this Agreement
or of any rights or remedies of Lenders and the Administrative Agent under any provision of the Loan Documents.


 






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Notwithstanding anything to
the contrary in this Agreement, this Agreement may be amended to incorporate additional terms (including customary “MFN” protections,
soft call protection, and excess cash flow mandatory prepayments, in each case, that may be applicable with respect to any proposed Incremental
Term Loans (provided that to the extent an excess cash flow mandatory prepayment is required in connection with the establishment
of any Incremental Term Loans, such excess cash flow mandatory prepayment shall be applied ratably to all Term Loans and to the principal
repayment installments thereof on a pro rata basis)) or conditions (including any additional conditions to the release of Collateral set
forth in Section 9.13(a)) to the extent such terms or conditions are required by the Lenders providing any Incremental Term
Loans, with any such amendment requiring only the approval of the Loan Parties, the Lenders providing such Incremental Term Loans, and
the Administrative Agent.


 


(c)            Extension
Option for Revolving Commitments.


 


(i)            The
U.S. Borrower may from time to time during the term of this Agreement, by written notice to the Administrative Agent (any such notice
being a “Revolving Extension Notice”), request that each Revolving Lender extend (any such extension, a “Revolving
Commitment Extension”) the then-existing Revolving Maturity Date applicable to such Revolving Lender’s Revolving Commitment
to the extended maturity date specified in such Revolving Extension Notice (any such extended maturity date, the “Extended Revolving
Maturity Date”). Each Revolving Extension Notice delivered in connection with any requested Revolving Commitment Extension shall
set forth the date on which such Revolving Commitment Extension is requested to become effective (such date, the “Revolving Extension
Date”), which date shall be not less than 30 Business Days nor more than 60 Business Days after the date of the Revolving Extension
Notice for such Revolving Commitment Extension. The Administrative Agent shall promptly transmit any Revolving Extension Notice to each
Revolving Lender. Each Revolving Lender shall notify the Administrative Agent whether it wishes to extend the then-existing Revolving
Maturity Date applicable to such Revolving Lender’s Revolving Commitment to the Extended Revolving Maturity Date specified in the
applicable Revolving Extension Notice for such Revolving Commitment Extension, such notice to be provided by each Revolving Lender no
later than 15 Business Days prior to the Revolving Extension Date for such Revolving Commitment Extension (such date, the “Revolving
Lender Extension Response Date”). The Administrative Agent shall promptly notify the U.S. Borrower of the identity of each Revolving
Lender that has agreed to extend the then-existing Revolving Maturity Date applicable to such Revolving Lender’s Revolving Commitment
to the Extended Revolving Maturity Date specified in the applicable Revolving Extension Notice for such Revolving Commitment Extension,
and the amount of such Revolving Lender’s Revolving Commitment. Any Revolving Lender which does not expressly notify the Administrative
Agent on or before the Revolving Lender Extension Response Date for such Revolving Commitment Extension that it wishes to so extend the
then-existing Revolving Maturity Date applicable to such Revolving Lender’s Revolving Commitment shall be deemed to have rejected
the U.S. Borrower’s request for such Revolving Commitment Extension. Effective as of the Revolving Extension Date for such Revolving
Commitment Extension, with respect to each Revolving Lender that has agreed to extend the then-existing Revolving Maturity Date applicable
to such Revolving Lender’s Revolving Commitment to the Extended Revolving Maturity Date specified in the Revolving Extension Notice
for such Revolving Commitment Extension, the then-existing Revolving Maturity Date applicable to such Revolving Lender’s Revolving
Commitment shall be automatically and immediately so extended to the Extended Revolving Maturity Date specified in the Revolving Extension
Notice for such Revolving Commitment Extension so long as, as of the Revolving Extension Date for such Revolving Commitment Extension,
no Default or Event of Default exists or would result after giving effect to such Revolving Commitment Extension. Notwithstanding anything
contained in this Agreement to the contrary, no Issuing Lender shall have any obligation to issue Letters of Credit beyond the Revolving
Maturity Date in effect as of the Effective Date, unless such Issuing Lender agrees in writing to issue Letters of Credit until any Extended
Revolving Maturity Date established after the Effective Date.


 






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(ii)            If
the then-existing Revolving Maturity Date applicable to any Revolving Lender’s Revolving Commitment shall have been extended in
accordance with Section 2.1(c)(i), all references herein to the “Revolving Maturity Date” applicable to such Revolving
Lender’s Revolving Commitment shall be a reference to the then-applicable Extended Revolving Maturity Date applicable to such Revolving
Lender’s Revolving Commitment. Notwithstanding anything to the contrary set forth in this Agreement (but subject to the last sentence
of Section 2.1(c)(i)), in connection with any Revolving Commitment Extension, the U.S. Borrower and the Administrative Agent
may enter into an amendment to this Agreement and/or any other Loan Document (and the Lenders hereby authorize the Administrative Agent
to enter into, and the Lenders agree that this Agreement and the other Loan Documents shall be amended by, any such amendment) to the
extent the Administrative Agent deems necessary in order to (A) reflect the existence and terms of such Revolving Commitment Extension,
(B) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of such Revolving
Commitment Extension, and (C) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or
appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.1(c). The Administrative
Agent shall promptly notify each Lender as to the effectiveness of any such amendment.


 


(iii)            The
U.S. Borrower shall have the right, following any Revolving Lender Extension Response Date for any Revolving Commitment Extension, but
prior to the Revolving Extension Date applicable to such Revolving Commitment Extension, to replace each Revolving Lender declining to
participate in such Revolving Commitment Extension with one or more Persons (A) reasonably satisfactory to the U.S. Borrower and
the Administrative Agent, and (B) satisfactory to the Issuing Lenders in their sole discretion (each such Person, an “Additional
Revolving Commitment Lender”), as provided in Section 2.21(b). Each Additional Revolving Commitment Lender shall
have entered into an Assignment and Assumption or such other documentation satisfactory to the Administrative Agent pursuant to which
such Additional Revolving Commitment Lender shall, effective as of the Revolving Extension Date applicable to such Revolving Commitment
Extension, undertake a Revolving Commitment (and if any such Additional Revolving Commitment Lender is already a Lender, its new Revolving
Commitment shall be in addition to any other Commitment of such Lender on such date).


 


(d)            [Reserved].


 






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(e)            Term
Loan A. Subject to the terms and conditions set forth herein, each Term Loan A Lender shall make its portion of a term loan (the “Term
Loan A”) to the U.S. Borrower in Dollars on the Effective Date in an amount equal to such Term Loan A Lender’s Term Loan
A Commitment. Each Term Loan A Lender shall, at the option of the Administrative Agent, make its portion of the Term Loan A to the U.S.
Borrower by (i) continuing all or any of its portion of such Term Loan A Lender’s portion of the term loan A outstanding under
the Existing Credit Agreement immediately prior to the Effective Date, and/or (ii) advancing additional amounts constituting all
or any portion of such Term Loan A Lender’s portion of the Term Loan A on the Effective Date. Amounts repaid on the Term Loan A
may not be reborrowed. The Term Loan A may consist of ABR Loans or Term SOFR Loans or a combination thereof, as further provided herein.


 


Section 2.2     Loans
and Borrowings.


 


(a)            Each
Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the
Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required
to be made by it shall not relieve any other Lender of its obligations hereunder.


 


(b)            Subject
to Sections 1.10 and 2.16, (i) each Borrowing of Revolving Loans denominated in Dollars, the Term Loan A and each Incremental
Term Loan denominated in Dollars shall consist entirely of ABR Loans or Term SOFR Loans as the U.S. Borrower may request in accordance
herewith, (ii) each Borrowing of Revolving Loans denominated in Alterative Currencies shall consist entirely of Alternative Currency
Daily Rate Loans or Alternative Currency Term Rate Loans, as the applicable Borrower may request in accordance herewith, and (iii) each
Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Loan to any Borrower by causing any domestic or foreign branch
or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the
relevant Borrower to repay such Loan in accordance with the terms of this Agreement.


 


(c)            At
the commencement of each Interest Period for any Borrowing of Term SOFR Loans or any Alternative Currency Term Rate Loans, such Borrowing
shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000. At the time that each Borrowing
of Alternative Currency Daily Rate Loans is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000
and not less than $10,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $5,000,000; provided that a Borrowing of ABR Revolving Loans may be in an aggregate
amount that is equal to the entire unused balance of the aggregate Revolving Commitments, or that is required to finance the reimbursement
of a Financial LC Disbursement as contemplated by Section 2.5(e)(i), or that is required to finance the reimbursement of a
Non-Financial LC Disbursement as contemplated by Section 2.5(e)(ii). Each Swingline Loan shall be in an amount that is an
integral multiple of $500,000 and not less than $500,000. No more than 10 Borrowings may be outstanding at any one time under each Facility.


 


(d)            Notwithstanding
any other provision of this Agreement, a Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing
if the Interest Period requested with respect thereto would end after the Revolving Maturity Date, the Term Loan A Maturity Date or the
applicable Incremental Term Loan Maturity Date, as applicable.


 


(e)            Notwithstanding
anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or the portion of its Loans in connection
with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless
settlement mechanism approved by the U.S. Borrower, the Administrative Agent and such Lender.


 






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Section 2.3     Requests
for Borrowings.


 


To request a Borrowing (other
than (x) a continuation or conversion, which is governed by Section 2.8, or (y) a Borrowing of a Swingline Loan,
which is governed by Section 2.4(b)) of Revolving Loans or Incremental Term Loans, the relevant Borrower shall notify the
Administrative Agent of such request by telephone (a) in the case of a Borrowing of Term SOFR Loans, not later than 11:00 a.m. two
Business Days before the date of the proposed Borrowing, (b) in the case of a Borrowing of Alternative Currency Loans, not later
than 11:00 a.m. time four Business Days before the date of the proposed Borrowing or (c) in the case of an ABR Borrowing, not
later than 11:00 a.m. on the Business Day of the proposed Borrowing; provided that (i) any such notice of a Borrowing
of ABR Revolving Loans to finance the reimbursement of a Financial LC Disbursement as contemplated by Section 2.5(e)(i) or
a Non-Financial LC Disbursement as contemplated by Section 2.5(e)(ii) may be given not later than 10:00 a.m. on
the date of the proposed Borrowing, and (ii) if the applicable Borrower wishes to request Term SOFR Loans or Alternative Currency
Term Rate Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest
Period,” (A) the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four
Business Days prior to the requested date of such Borrowing, in the case of a Borrowing of Term SOFR Loans, or (2) five Business
Days prior to the requested date of such Borrowing, in the case of a Borrowing of Alternative Currency Term Rate Loans, (B) the Administrative
Agent shall give prompt written notice to the appropriate Lenders of such request and determine whether the requested Interest Period
is acceptable to all of them, and (C) not later than 11:00 a.m. (1) three Business Days before the requested date of such
Borrowing, in the case of a Borrowing of Term SOFR Loans, or (2) four Business Days before the requested date of such Borrowing,
in the case of a Borrowing of Alternative Currency Term Rate Loans, the Administrative Agent shall notify the applicable Borrower (which
notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders. Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by delivery to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and (A) signed by the U.S. Borrower or (B) in the case of Borrowings
by a Foreign Subsidiary Borrower, signed by the U.S. Borrower or such Foreign Subsidiary Borrower, as specified by the U.S. Borrower by
prior written notice to the Administrative Agent. Each such telephonic and written Borrowing Request shall specify the following information
in compliance with Section 2.2: (1) the applicable Borrower requesting such Borrowing (and be signed on behalf of such
Borrower); (2) the Class and Type of the requested Borrowing; (3) the aggregate amount of such Borrowing; (4) the
date of such Borrowing, which shall be a Business Day; (5) in the case of a Borrowing of Term SOFR Loans or Alternative Currency
Term Rate Loans, the initial Interest Period to be applicable thereto; (6) the location and number of the relevant Borrower’s
account to which funds are to be disbursed, which shall comply with the requirements of Section 2.7; and (7) the currency
of such Borrowing (which shall be in Dollars or an Alternative Currency, as applicable). If no election as to the currency of a Borrowing
is specified in any such notice, then the requested Borrowing shall be denominated in Dollars. If no election as to the Type of Borrowing
is specified, then the requested Borrowing shall be an ABR Borrowing if denominated in Dollars or a Borrowing of Alternative Currency
Daily Rate Loans or Alternative Currency Term Rate Loans, as applicable, if denominated in an Alternative Currency. If no Interest Period
is specified with respect to any requested Borrowing of Term SOFR Loans or Alternative Currency Term Rate Loans, then the relevant Borrower
shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each relevant Lender of the details thereof and of the amount of such
Lender’s Loan to be made as part of the requested Borrowing.


 






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Section 2.4     Swingline
Loans.


 


(a)            Subject
to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the U.S. Borrower in Dollars from
time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in
(i) the aggregate principal amount of outstanding Swingline Loans exceeding $40,000,000 (or, if less, the aggregate amount of the
Revolving Commitments at such time) or (ii) the sum of the total Revolving Exposures exceeding the aggregate Revolving Commitments;
provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within
the foregoing limits and subject to the terms and conditions set forth herein, the U.S. Borrower may borrow, prepay and reborrow Swingline
Loans.


 


(b)            To
request a Swingline Loan, notwithstanding anything herein to the contrary, the U.S. Borrower shall notify the Administrative Agent of
such request by telephone (confirmed in writing in a form 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 the U.S. Borrower), not later than 12:00 noon on the day of a proposed Swingline Loan. Each such notice shall be irrevocable
and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent
will promptly advise the Swingline Lender of any such notice received from the U.S. Borrower. The Swingline Lender shall make each Swingline
Loan available to the U.S. Borrower by wiring the amount to the account designated by the U.S. Borrower in the request for such Swingline
Loan (or, in the case of a Swingline Loan made to finance the reimbursement of a Financial LC Disbursement as provided in Section 2.5(e)(i),
by remittance to the applicable Issuing Lender) by 3:00 p.m. on the requested date of such Swingline Loan.


 


(c)            The
Swingline Lender may by written notice given to the Administrative Agent not later than 12:00 noon on any Business Day require the Revolving
Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify
the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative
Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Revolving Percentage
of such Swingline Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above,
to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Revolving Percentage of such
Swingline Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant
to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and
continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this
paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.7 with respect to Loans
made by such Lender (and Section 2.7 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders),
and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The
Administrative Agent shall notify the U.S. Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and
thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts
received by the Swingline Lender from the U.S. Borrower (or other party on behalf of the U.S. Borrower) in respect of a Swingline Loan
after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative
Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders
that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase
of participations in a Swingline Loan pursuant to this paragraph shall not relieve the U.S. Borrower of its obligation to repay such Swingline
Loan.


 






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Section 2.5     Letters
of Credit.


 


(a)            General.


 


(i)            Subject
to the terms and conditions set forth herein, the U.S. Borrower may request the issuance of Financial Letters of Credit for its own account,
in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Lender, at any time and from time to time during
the Revolving Availability Period; provided that (A) after giving effect to the issuance of any Financial Letter of Credit,
the amount of all Financial LC Exposure shall not exceed $200,000,000 (or, if less, the aggregate amount of the Revolving Commitments
at such time), (B) the Total Exposure shall not exceed the aggregate Revolving Commitments, and (C) notwithstanding anything
to the contrary set forth herein, Financial Letters of Credit that are Alternative Currency Letters of Credit may only be issued by Bank
of America, in its capacity as an Issuing Lender. Notwithstanding the foregoing, the account party for each Financial Letter of Credit
shall be the U.S. Borrower, the relevant Foreign Subsidiary Borrower, a Subsidiary of the U.S. Borrower that is a Restricted Subsidiary,
or a Joint Venture, as specified by the Administrative Agent and the applicable Issuing Lender in consultation with the U.S. Borrower.
In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter
of credit application or other agreement submitted by the U.S. Borrower to, or entered into by the U.S. Borrower with, the applicable
Issuing Lender relating to any Financial Letter of Credit, the terms and conditions of this Agreement shall control. As specified on Schedule
1.1E, certain Existing Letters of Credit shall be deemed to be “Financial Letters of Credit” for all purposes of this
Agreement and the other Loan Documents, and the U.S. Borrower shall be obligated to reimburse the applicable Issuing Lender hereunder
for any drawings under such Financial Letters of Credit. Furthermore, if (v) any letter of credit has been previously issued by an
Issuing Lender, (w) the reimbursement obligations of the account party (the “Original Financial Letter of Credit Account
Party”) relating to such letter of credit have been or are assumed in writing by the U.S. Borrower or any Subsidiary of the
U.S. Borrower that is a Restricted Subsidiary (such assuming Person, the “Financial Letter of Credit Assuming Person”)
pursuant to a Permitted Acquisition or other transaction permitted under this Agreement, (x) there is sufficient availability hereunder
for the inclusion of such letter of credit as a Financial Letter of Credit hereunder, (y) such letter of credit satisfies all of
the requirements of a Financial Letter of Credit hereunder, and (z) the conditions of Sections 4.2(a) and 4.2(b) are
satisfied, then upon the written request (which written request shall include a statement that the foregoing requirements set forth in
clauses (v) through (z), inclusive, have been satisfied) of the U.S. Borrower to such Issuing Lender (consented to in writing by
such Issuing Lender) and the submission by the U.S. Borrower to the Administrative Agent of a copy of such request bearing such consent,
such letter of credit shall be (from the date of such consent of such Issuing Lender) deemed a Financial Letter of Credit for all purposes
of this Agreement and the other Loan Documents and considered issued hereunder pursuant to the terms hereof (the terms hereof and of the
other Loan Documents shall govern and prevail in the case of any conflict with the provisions of the agreement(s) pursuant to which
such letter of credit had been issued (such agreement(s), the “Original Financial Letter of Credit Agreements”), and
such Issuing Lender shall be deemed to have released the Original Financial Letter of Credit Account Party and the Financial Letter of
Credit Assuming Person from the Original Financial Letter of Credit Agreements to the extent of such conflict). Notwithstanding that any
such assumed letter of credit is in support of any obligations of, or is for the account of, a Subsidiary of the U.S. Borrower that is
a Restricted Subsidiary or a Joint Venture, the U.S. Borrower agrees that it shall be obligated to reimburse the applicable Issuing Lender
hereunder for any and all drawings under such letter of credit.


 






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(ii)            Subject
to the terms and conditions set forth herein, any Borrower may request the issuance of Non-Financial Letters of Credit for its own account,
in a form reasonably acceptable to the Foreign Trade Facility Agent and the applicable Issuing Lender, at any time and from time to time
during the Revolving Availability Period; provided that after giving effect to the issuance of any Non-Financial Letter of Credit,
(A) the amount of all Non-Financial LC Exposure shall not exceed $50,000,000 (or, if less, the aggregate amount of the Revolving
Commitments at such time), and (B) the Total Exposure shall not exceed the aggregate Revolving Commitments. Notwithstanding the foregoing,
the account party for each Non-Financial Letter of Credit shall be the U.S. Borrower, the relevant Foreign Subsidiary Borrower, a Subsidiary
of the U.S. Borrower that is a Restricted Subsidiary or a Joint Venture, as specified by the Foreign Trade Facility Agent and the applicable
Issuing Lender in consultation with the U.S. Borrower. In the event of any inconsistency between the terms and conditions of this Agreement
and the terms and conditions of any form of letter of credit application or other agreement submitted by a Borrower to, or entered into
by a Borrower with, the applicable Issuing Lender relating to any Non-Financial Letter of Credit, the terms and conditions of this Agreement
shall control. As specified on Schedule 1.1E, certain Existing Letters of Credit shall be deemed to be “Non-Financial Letters
of Credit” for all purposes of this Agreement and the other Loan Documents, and the U.S. Borrower shall be obligated to reimburse
the applicable Issuing Lender hereunder for any drawings under such Non-Financial Letters of Credit. Furthermore, if (v) any letter
of credit has been previously issued by an Issuing Lender, (w) the reimbursement obligations of the account party (the “Original
Non-Financial Letter of Credit Account Party”) relating to such letter of credit have been or are assumed in writing by the
U.S. Borrower or any Subsidiary of the U.S. Borrower that is a Restricted Subsidiary (such assuming Person, the “Non-Financial
Letter of Credit Assuming Person”) pursuant to a Permitted Acquisition or other transaction permitted under this Agreement,
(x) there is sufficient availability hereunder for the inclusion of such letter of credit as a Non-Financial Letter of Credit hereunder,
(y) such letter of credit satisfies all of the requirements of a Non-Financial Letter of Credit hereunder, and (z) the conditions
of Sections 4.2(a) and 4.2(b) are satisfied, then upon the written request (which written request shall include
a statement that the foregoing requirements set forth in clauses (v) through (z), inclusive, have been satisfied) of the U.S. Borrower
to such Issuing Lender (consented to in writing by such Issuing Lender) and the submission by the U.S. Borrower to the Foreign Trade Facility
Agent of a copy of such request bearing such consent, such letter of credit shall be (from the date of such consent of such Issuing Lender)
deemed a Non-Financial Letter of Credit for all purposes of this Agreement and the other Loan Documents and considered issued hereunder
pursuant to the terms hereof (the terms hereof and of the other Loan Documents shall govern and prevail in the case of any conflict with
the provisions of the agreement(s) pursuant to which such letter of credit had been issued (such agreement(s), the “Original
Non-Financial Letter of Credit Agreements”), and such Issuing Lender shall be deemed to have released the Original Non-Financial
Letter of Credit Account Party and the Non-Financial Letter of Credit Assuming Person from the Original Non-Financial Letter of Credit
Agreements to the extent of such conflict). Notwithstanding that any such assumed letter of credit is in support of any obligations of,
or is for the account of, a Subsidiary of the U.S. Borrower that is a Restricted Subsidiary or a Joint Venture, the U.S. Borrower agrees
that it shall be obligated to reimburse the applicable Issuing Lender hereunder for any and all drawings under such letter of credit.


 






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(b)            Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions.


 


(i)            To
request the issuance of a Financial Letter of Credit (or the amendment, renewal or extension of an outstanding Financial Letter of Credit),
the U.S. Borrower shall deliver to the applicable Issuing Lender and the Administrative Agent (reasonably in advance of the requested
date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Financial Letter of Credit, or identifying the
Financial Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which
shall be a Business Day), the date on which such Financial Letter of Credit is to expire (which shall comply with Section 2.5(c)),
the amount of such Financial Letter of Credit, the currency in which such Financial Letter of Credit is to be denominated (which shall
be Dollars or, subject to Section 2.22, an Alternative Currency), the name and address of the beneficiary thereof and such
other information as shall be necessary to prepare, amend, renew or extend such Financial Letter of Credit. If requested by the applicable
Issuing Lender, the U.S. Borrower also shall submit a letter of credit application on such Issuing Lender’s standard form in connection
with any request for a Financial Letter of Credit. Following receipt of such notice and prior to the issuance of the requested Financial
Letter of Credit, the Administrative Agent shall calculate the Dollar Equivalent of such Financial Letter of Credit and shall notify the
U.S. Borrower and the applicable Issuing Lender of the amount of the Total Exposure after giving effect to (i) the issuance of such
Financial Letter of Credit, (ii) the issuance or expiration of any other Financial Letter of Credit that is to be issued or will
expire prior to the requested date of issuance of such Financial Letter of Credit and (iii) the borrowing or repayment of any Revolving
Loans or Swingline Loans that (based upon notices delivered to the Administrative Agent by the U.S. Borrower) are to be borrowed or repaid
prior to the requested date of issuance of such Financial Letter of Credit. A Financial Letter of Credit shall be issued, amended, renewed
or extended only if (and upon issuance, amendment, renewal or extension of each Financial Letter of Credit the U.S. Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (A) the amount of all
Financial LC Exposure shall not exceed $200,000,000 (or, if less, the aggregate amount of the Revolving Commitments at such time), and
(B) the Total Exposure shall not exceed the aggregate Revolving Commitments. No Issuing Lender shall be under any obligation to issue
any Financial Letter of Credit if any Revolving Lender is at that time a Defaulting Lender, unless such Issuing Lender has entered into
arrangements, including the delivery of cash collateral or other credit support to the Administrative Agent, satisfactory to such Issuing
Lender (in its reasonable discretion) with the U.S. Borrower or such Lender to eliminate such Issuing Lender’s actual or potential
Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the
Financial Letter of Credit then proposed to be issued or that Financial Letter of Credit and all other Financial LC Exposure as to which
such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.


 


If the U.S. Borrower
so requests, the applicable Issuing Lender may, in its sole discretion, agree to issue a Financial 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 applicable Issuing Lender to prevent any such extension at least once in each twelve (12) 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 (12) month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise
directed by the applicable Issuing Lender, the U.S. Borrower shall not be required to make a specific request to the applicable Issuing
Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have
authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry
date not later than the date that is five Business Days prior to the Revolving Maturity Date; provided that the applicable Issuing
Lender shall not permit any such extension if (A) the applicable Issuing Lender 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, or (B) it
has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension
Notice Date (1) from the Administrative Agent that the Lenders holding a majority of the Revolving Loans have elected not to permit
such extension or (2) from the Administrative Agent, any Revolving Lender or the U.S. Borrower that one or more of the applicable
conditions specified in Section 4.2 is not then satisfied, and in each such case directing the applicable Issuing Lender not
to permit such extension.


 






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(ii)            Any
request for the issuance, amendment, renewal or extension of a Non-Financial Letter of Credit and the processing of Utilization Requests
with respect thereto and the expiration, cancellation, reduction or reversal thereof shall be subject to the same terms, conditions and
provisions of Section 2.6, including as to the use of Permitted Currencies rather than Alternative Currencies, except instead
of relating to the processing of Utilization Requests, they shall relate to the issuance, amendment, renewal or extension of a Non-Financial
Letter of Credit, and the terms, conditions and provisions of Section 2.6 shall apply mutatis mutandis to the request
for the issuance, amendment, renewal or extension of a Non-Financial Letter of Credit and the processing of Utilization Requests with
respect thereto and the expiration, cancellation, reduction or reversal thereof; provided that notwithstanding anything to the
contrary in this Agreement, the applicable Issuing Lender shall have discretion whether or not to require that any Non-Financial Letter
of Credit comply with the FCI Requirements.


 


(c)            Expiration
Date.


 


(i)            Each
Financial Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date
of the issuance of such Financial Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or
extension) and (ii) the date that is five Business Days prior to the Revolving Maturity Date. Notwithstanding the foregoing sentence,
as specified on Schedule 1.1E, certain Long Term Letters of Credit shall be deemed to be “Financial Letters of Credit”
for all purposes of this Agreement and the other Loan Documents. The U.S. Borrower agrees that on the earlier of the Revolving Maturity
Date and other termination of this Agreement, the U.S. Borrower shall (A) cause each such Long Term Letter of Credit that is deemed
to be a Financial Letter of Credit to be surrendered for cancellation to the U.S. Borrower, (B) provide Letter of Credit Cash Cover
or (C) provide a back to back letter of credit on reasonably acceptable terms and conditions from a financial institution approved
by the applicable Issuing Lender (such approval not to be unreasonably withheld in accordance with such Issuing Lender’s existing
banking practice consistently applied) or other credit support reasonably satisfactory to the Administrative Agent in an amount equal
to at least 103% of the Face Amount of each such Long Term Letter of Credit that is deemed to be a Financial Letter of Credit. Upon notice
to the Administrative Agent of the termination, reduction or expiration (without any pending drawing) of any such Long Term Letter of
Credit that is deemed to be a Financial Letter of Credit, the Administrative Agent shall release the whole or relevant part of the Letter
of Credit Cash Cover (or other relevant credit support) within three Business Days of the relevant date of termination, reduction or expiration,
and the Administrative Agent shall use the Letter of Credit Cash Cover (or other relevant credit support) to promptly reimburse the applicable
Issuing Lender honoring any Long Term Letter of Credit that is deemed to be a Financial Letter of Credit. If the U.S. Borrower is obliged
to provide for Letter of Credit Cash Cover pursuant to the preceding provisions, the U.S. Borrower shall pay the relevant amount for which
it shall provide Letter of Credit Cash Cover in Dollars to an account of the Administrative Agent, in the name of the U.S. Borrower, to
be maintained for the benefit of the applicable Issuing Lender (such deposited amount, the “Letter of Credit Cash Cover”).
Such account shall be an interest-bearing account (subject to the preceding provisions with the amount of interest to be determined by
the Administrative Agent in accordance with its standard business practice) in the name of the U.S. Borrower and such account shall be
pledged to the Administrative Agent on the basis of a pledge agreement in form and substance reasonably satisfactory to the Administrative
Agent and the U.S. Borrower. For the avoidance of doubt, the parties hereto agree that the obligation of the Revolving Lenders hereunder
to reimburse the applicable Issuing Lender for any unreimbursed Financial LC Disbursements with respect to any Long Term Letter of Credit
that is deemed to be a Financial Letter of Credit shall terminate on the Revolving Maturity Date with respect to any drawings occurring
after that date.


 






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(ii)            Each
Non-Financial Letter of Credit shall expire at or prior to the close of business on the date that is five Business Days prior to the Revolving
Maturity Date. Notwithstanding the foregoing sentence, as specified on Schedule 1.1E, certain Long Term Letters of Credit shall
be deemed to be “Non-Financial Letters of Credit” for all purposes of this Agreement and the other Loan Documents. The U.S.
Borrower agrees that on the earlier of the Revolving Maturity Date and other termination of this Agreement, the U.S. Borrower shall (A) cause
each such Long Term Letter of Credit that is deemed to be a Non-Financial Letter of Credit to be surrendered for cancellation to the U.S.
Borrower, (B) provide Letter of Credit Cash Cover to the applicable Issuing Lender or (C) provide a back to back letter of credit
on reasonably acceptable terms and conditions from a financial institution approved by the applicable Issuing Lender (such approval not
to be unreasonably withheld in accordance with such Issuing Lender’s existing banking practice consistently applied) or other credit
support reasonably satisfactory to the applicable Issuing Lender in an amount equal to at least 103% of the Face Amount of each such Long
Term Letter of Credit that is deemed to be a Non-Financial Letter of Credit. Upon notice to the applicable Issuing Lender of any termination,
reduction or expiration (without any pending drawing) of any such Long Term Letter of Credit that is deemed to be a Non-Financial Letter
of Credit, the applicable Issuing Lender shall release the whole or relevant part of the Letter of Credit Cash Cover (or other relevant
credit support) within three Business Days of the relevant date of termination, reduction or expiration, and the applicable Issuing Lender
shall use the Letter of Credit Cash Cover (or other relevant credit support) to promptly reimburse the honoring any Long Term Letter of
Credit that is deemed to be a Non-Financial Letter of Credit. If the U.S. Borrower is obliged to provide for Letter of Credit Cash Cover
pursuant to the preceding provisions, the U.S. Borrower shall pay the relevant amount for which it shall provide Letter of Credit Cash
Cover in Dollars to an account of the applicable Issuing Lender and in the name of the U.S. Borrower. Such account shall be a non-interest-bearing
account (unless the applicable Issuing Lender in its discretion agrees otherwise with the U.S. Borrower in a writing setting forth the
terms of any interest) in the name of the U.S. Borrower and such account shall be pledged to the applicable Issuing Lender on the basis
of a pledge agreement in form and substance reasonably satisfactory to the applicable Issuing Lender and the U.S. Borrower. For the avoidance
of doubt, the parties hereto agree that the obligation of the Revolving Lenders hereunder to reimburse the applicable Issuing Lender for
any unreimbursed Non-Financial LC Disbursements with respect to any Long Term Letter of Credit that is deemed to be a Non-Financial Letter
of Credit shall terminate on the Revolving Maturity Date with respect to any drawings occurring after that date.


 


(d)            Participations.


 


(i)            By
the issuance of a Financial Letter of Credit (or an amendment to a Financial Letter of Credit increasing the amount thereof) and without
any further action on the part of the applicable Issuing Lender or the Lenders, the applicable Issuing Lender shall be deemed to have
granted, automatically, to each Revolving Lender, and each Revolving Lender shall be deemed to have acquired, automatically, from such
Issuing Lender, a participation in such Financial Letter of Credit equal to such Lender’s Applicable Revolving Percentage of the
aggregate amount available to be drawn under such Financial Letter of Credit. In consideration and in furtherance of the foregoing, each
Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent in Dollars, for the account of such Issuing
Lender, such Lender’s Applicable Revolving Percentage of (A) each Financial LC Disbursement made by such Issuing Lender in
Dollars and (B) the Dollar Equivalent, using the Exchange Rates on the date such payment is required, of each Financial LC Disbursement
made by such Issuing Lender in an Alternative Currency and, in each case, not reimbursed by the U.S. Borrower on the date due as provided
in Section 2.5(e)(i), or of any reimbursement payment required to be refunded to the U.S. Borrower for any reason (or, if
such reimbursement payment was refunded in an Alternative Currency, the Dollar Equivalent thereof using the Exchange Rates on the date
of such refund). Each Revolving Lender acknowledges and agrees that its obligations pursuant to this paragraph in respect of Financial
Letters of Credit are absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal
or extension of any Financial Letter of Credit or the occurrence and continuance of a Default or Event of Default or reduction or termination
of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.


 






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(ii)            By
the issuance of a Non-Financial Letter of Credit (or an amendment to a Non-Financial Letter of Credit increasing the amount thereof) and
without any further action on the part of the applicable Issuing Lender or the Lenders, the applicable Issuing Lender shall be deemed
to have granted, automatically, to each Revolving Lender, and each Revolving Lender shall be deemed to have acquired, automatically, from
such Issuing Lender, a participation in such Non-Financial Letter of Credit equal to such Lender’s Applicable Revolving Percentage
of the aggregate amount available to be drawn under such Non-Financial Letter of Credit. In consideration and in furtherance of the foregoing,
each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Foreign Trade Facility Agent in Dollars, for the account
of such Issuing Lender, such Lender’s Applicable Revolving Percentage of (A) each Non-Financial LC Disbursement made by such
Issuing Lender in Dollars and (B) the Dollar Equivalent, using the Exchange Rates on the date such payment is required, of each Non-Financial
LC Disbursement made by such Issuing Lender in an Alternative Currency and, in each case, not reimbursed by the relevant Borrower on the
date due as provided in Section 2.5(e)(ii), or of any reimbursement payment required to be refunded to such Borrower for any
reason (or, if such reimbursement payment was refunded in an Alternative Currency, the Dollar Equivalent thereof using the Exchange Rates
on the date of such refund). Each Revolving Lender acknowledges and agrees that its obligations pursuant to this paragraph in respect
of Non-Financial Letters of Credit are absolute and unconditional and shall not be affected by any circumstance whatsoever, including
any amendment, renewal or extension of any Non-Financial Letter of Credit or the occurrence and continuance of a Default or Event of Default
or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.


 






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(e)            Reimbursement.


 


(i)            If
the applicable Issuing Lender shall make any Financial LC Disbursement in respect of a Financial Letter of Credit, the U.S. Borrower shall
reimburse such Financial LC Disbursement by paying to the Administrative Agent an amount equal to such Financial LC Disbursement plus
any interim interest incurred pursuant to Section 2.5(h)(i) for (x) Financial LC Disbursements made in Dollars,
in Dollars, or (y) Financial LC Disbursements made in an Alternative Currency, in an amount equal to the Dollar Equivalent, calculated
using the applicable Exchange Rate on the date such Financial LC Disbursement is made, of such Financial LC Disbursement, in each case,
not later than 12:00 noon or the Applicable Time, as applicable, on the date that such Financial LC Disbursement is made, if the U.S.
Borrower shall have received notice of such Financial LC Disbursement prior to 10:00 a.m. or the Applicable Time, as applicable,
on such date, or, if such notice has not been received by the U.S. Borrower prior to such time on such date, then not later than 12:00
noon or the Applicable Time, as applicable, on the Business Day immediately following the day that the U.S. Borrower receives such notice;
provided that in the case of any Financial LC Disbursement made in Dollars, the U.S. Borrower may, subject to the conditions to
borrowing set forth herein, request in accordance with Section 2.3 or Section 2.4 that such payment be financed
in Dollars with a Borrowing of ABR Revolving Loans or a Swingline Loan in an equivalent amount and, to the extent so financed, the U.S.
Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of ABR Revolving Loans or
Swingline Loan. If the U.S. Borrower fails to make such payment when due, then (A) if such payment relates to an Alternative Currency
Letter of Credit, automatically and with no further action required, the U.S. Borrower’s obligation to reimburse the applicable
Financial LC Disbursement shall be permanently converted into an obligation to reimburse the Dollar Equivalent, calculated using the Exchange
Rates on the date when such payment was due, of such Financial LC Disbursement and (B) the Administrative Agent shall promptly notify
the applicable Issuing Lender and each other Revolving Lender of the applicable Financial LC Disbursement, the Dollar Equivalent thereof
(if such Financial LC Disbursement relates to an Alternative Currency Letter of Credit), the payment then due from the U.S. Borrower in
respect thereof and such Lender’s Applicable Revolving Percentage thereof. Promptly following receipt of such notice, each Revolving
Lender shall pay to the Administrative Agent in Dollars its Applicable Revolving Percentage of the payment then due from the U.S. Borrower
(determined as provided in clause (A) above, if such payment relates to an Alternative Currency Letter of Credit), in the same manner
as provided in Section 2.7 with respect to Loans made by such Lender (and Section 2.7 shall apply, mutatis
mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable
Issuing Lender in Dollars the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent
of any payment from the U.S. Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable
Issuing Lender or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender,
then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph
to reimburse any Issuing Lender for any Financial LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as
contemplated above) shall not constitute a Loan and shall not relieve the U.S. Borrower of its obligation to reimburse such Financial
LC Disbursement.


 






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(ii)            If
the applicable Issuing Lender shall make any Non-Financial LC Disbursement in respect of a Non-Financial Letter of Credit, the relevant
Borrower shall reimburse such Non-Financial LC Disbursement by paying to the Foreign Trade Facility Agent an amount equal to such Non-Financial
LC Disbursement plus any interim interest incurred pursuant to Section 2.5(h)(ii) for (x) Non-Financial LC Disbursements
made in Dollars, in Dollars, or (y) Non-Financial LC Disbursements made in an Alternative Currency, in an amount equal to the Dollar
Equivalent, calculated using the applicable Exchange Rate on the date such Non-Financial LC Disbursement is made, of such Non-Financial
LC Disbursement, in each case, not later than 12:00 noon or the Applicable Time, as applicable, on the date that such Non-Financial LC
Disbursement is made, if such Borrower shall have received notice of such Non-Financial LC Disbursement prior to 10:00 a.m. or the
Applicable Time, as applicable, on such date, or, if such notice has not been received by such Borrower prior to such time on such date,
then not later than 12:00 noon or the Applicable Time, as applicable, on the Business Day immediately following the day that such Borrower
receives such notice; provided that in the case of any Non-Financial LC Disbursement made in Dollars, the relevant Borrower may,
subject to the conditions to borrowing set forth herein, request in accordance with Section 2.3 or Section 2.4
that such payment be financed in Dollars with a Borrowing of ABR Revolving Loans in an equivalent amount and, to the extent so financed,
such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of ABR Revolving Loans.
If the relevant Borrower fails to make such payment when due, then (A) if such payment relates to an Alternative Currency Letter
of Credit, automatically and with no further action required, such Borrower’s obligation to reimburse the applicable Non-Financial
LC Disbursement shall be permanently converted into an obligation to reimburse the Dollar Equivalent, calculated using the Exchange Rates
on the date when such payment was due, of such Non-Financial LC Disbursement and (B) the Foreign Trade Facility Agent shall promptly
notify the applicable Issuing Lender and each other Revolving Lender of the applicable Non-Financial LC Disbursement, the Dollar Equivalent
thereof (if such Non-Financial LC Disbursement relates to an Alternative Currency Letter of Credit), the payment then due from such Borrower
in respect thereof and such Lender’s Applicable Revolving Percentage thereof. Promptly following receipt of such notice, each Revolving
Lender shall pay to the Foreign Trade Facility Agent in Dollars its Applicable Revolving Percentage of the payment then due from the relevant
Borrower (determined as provided in clause (A) above, if such payment relates to an Alternative Currency Letter of Credit), in the
same manner as provided in Section 2.7 with respect to Loans made by such Lender (and Section 2.7 shall apply,
mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Foreign Trade Facility Agent shall promptly pay
to the applicable Issuing Lender in Dollars the amounts so received by it from the Revolving Lenders. Promptly following receipt by the
Foreign Trade Facility Agent of any payment from any Borrower pursuant to this paragraph, the Foreign Trade Facility Agent shall distribute
such payment to the applicable Issuing Lender or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to
reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolving
Lender pursuant to this paragraph to reimburse any Issuing Lender for any Non-Financial LC Disbursement (other than the funding of ABR
Revolving Loans as contemplated above) shall not constitute a Loan and shall not relieve any Borrower of its obligation to reimburse such
Non-Financial LC Disbursement.


 






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(f)            Obligations
Absolute.


 


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


 






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


 


(g)            Disbursement
Procedures.


 


(i)            The
applicable Issuing Lender shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment
under a Financial Letter of Credit. Such Issuing Lender shall promptly notify the Administrative Agent and the U.S. Borrower by telephone
(confirmed by telecopy promptly thereafter) of such demand for payment and whether such Issuing Lender has made or will make a Financial
LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the U.S. Borrower
of its obligation to reimburse such Issuing Lender and the Revolving Lenders with respect to any such Financial LC Disbursement.


 


(ii)            The
applicable Issuing Lender shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment
under a Non-Financial Letter of Credit. Such Issuing Lender shall promptly (and before any payment is made in respect thereof) notify
the relevant Borrower and the Agents accordingly, including whether such Issuing Lender has made or will make a Non-Financial LC Disbursement
thereunder; provided that any failure to give or delay in giving such notice shall not relieve the relevant Borrower of its obligation
to reimburse such Issuing Lender and the Revolving Lenders with respect to any such Non-Financial LC Disbursement.


 






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(h)            Interim
Interest.


 


(i)            If
an Issuing Lender shall make any Financial LC Disbursement, then, unless the U.S. Borrower shall reimburse such Financial LC Disbursement
in full on the date such Financial LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including
the date such Financial LC Disbursement is made to but excluding the date that the U.S. Borrower reimburses such Financial LC Disbursement,
at the rate per annum then applicable to ABR Revolving Loans; provided that, if the U.S. Borrower fails to reimburse such Financial
LC Disbursement (including any interim interest incurred in connection with such Financial LC Disbursement pursuant to this paragraph)
when due pursuant to Section 2.5(e)(i), then Section 2.15(c) shall apply; provided further that, in
the case of a Financial LC Disbursement made under an Alternative Currency Letter of Credit, the amount of interest due with respect thereto
shall (A) in the case of any Financial LC Disbursement that is reimbursed on or before the Business Day immediately succeeding such
Financial LC Disbursement, (1) be payable in an amount equal to the Dollar Equivalent, calculated using the applicable Exchange Rate
on the date such Financial LC Disbursement is made, of such Financial LC Disbursement and (2) if not reimbursed on the date of such
Financial LC Disbursement, bear interest at a rate equal to the rate reasonably determined by Bank of America, in its capacity as the
applicable Issuing Lender, to be the cost to such Issuing Lender of funding such Financial LC Disbursement plus the Applicable Rate applicable
to Revolving Loans that are Term SOFR Loans at such time and (B) in the case of any Financial LC Disbursement that is reimbursed
after the Business Day immediately succeeding such Financial LC Disbursement (1) be payable in Dollars, (2) accrue on the Dollar
Equivalent, calculated using the Exchange Rates on the date such Financial LC Disbursement was made, of such Financial LC Disbursement
and (3) bear interest at the rate per annum then applicable to ABR Revolving Loans, subject to Section 2.15(c). Interest
accrued pursuant to this paragraph shall be for the account of the applicable Issuing Lender, except that interest accrued on and after
the date of payment by any Revolving Lender pursuant to Section 2.5(e)(i) to reimburse such Issuing Lender shall be for
the account of such Lender to the extent of such payment.


 


(ii)            If
an Issuing Lender shall make any Non-Financial LC Disbursement, then, unless the relevant Borrower shall reimburse such Non-Financial
LC Disbursement in full on the date such Non-Financial LC Disbursement is made, the unpaid amount thereof shall bear interest, for each
day from and including the date such Non-Financial LC Disbursement is made to but excluding the date that such Borrower reimburses such
Non-Financial LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that if such Borrower fails
to reimburse such Non-Financial LC Disbursement (including any interim interest incurred in connection with such Non-Financial LC Disbursement
pursuant to this paragraph) when due pursuant to Section 2.5(e)(ii), then Section 2.15(c) shall apply; provided
further that, in the case of a Non-Financial LC Disbursement made under an Alternative Currency Letter of Credit, the amount of interest
due with respect thereto shall (A) in the case of any Non-Financial LC Disbursement that is reimbursed on or before the Business
Day immediately succeeding such Non-Financial LC Disbursement, (1) be payable in an amount equal to the Dollar Equivalent, calculated
using the applicable Exchange Rate on the date such Non-Financial LC Disbursement is made, of such Non-Financial LC Disbursement and (2) if
not reimbursed on the date of such Non-Financial LC Disbursement, bear interest at a rate equal to the rate reasonably determined by the
applicable Issuing Lender to be the cost to such Issuing Lender of funding such Non-Financial LC Disbursement plus the Applicable Rate
applicable to Revolving Loans that are Alternative Currency Loans at such time and (B) in the case of any Non-Financial LC Disbursement
that is reimbursed after the Business Day immediately succeeding such Non-Financial LC Disbursement (1) be payable in Dollars, (2) accrue
on the Dollar Equivalent, calculated using the Exchange Rates on the date such Non-Financial LC Disbursement was made, of such Non-Financial
LC Disbursement and (3) bear interest at the rate per annum then applicable to ABR Revolving Loans, subject to Section 2.15(c).
Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Lender, except that interest accrued on
and after the date of payment by any Revolving Lender pursuant to Section 2.5(e)(ii) to reimburse such Issuing Lender
shall be for the account of such Lender to the extent of such payment.


 






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(i)            Replacement
of any Issuing Lender.


 


(i)            Any
Issuing Lender of Financial Letters of Credit may be replaced at any time by written agreement among the U.S. Borrower, the Administrative
Agent, the replaced Issuing Lender and the successor Issuing Lender. The Administrative Agent shall notify the Revolving Lenders of any
such replacement of such Issuing Lender. At the time any such replacement shall become effective, the U.S. Borrower shall pay all unpaid
fees accrued for the account of the replaced Issuing Lender pursuant to Section 2.14(b)(i). From and after the effective date
of any such replacement, (A) the successor Issuing Lender shall have all the rights and obligations of such Issuing Lender under
this Agreement with respect to Financial Letters of Credit to be issued thereafter and (B) references herein to the term “Issuing
Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing
Lenders, as the context shall require. After the replacement of an Issuing Lender hereunder, the replaced Issuing Lender shall remain
a party hereto and shall continue to have all the rights and obligations of an Issuing Lender under this Agreement with respect to Financial
Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Financial Letters of Credit.


 


(ii)            Any
Issuing Lender of Non-Financial Letters of Credit may be replaced at any time by written agreement among the U.S. Borrower, the Foreign
Trade Facility Agent, the replaced Issuing Lender and the successor Issuing Lender. The Foreign Trade Facility Agent shall notify the
Revolving Lenders of any such replacement of such Issuing Lender. At the time any such replacement shall become effective, the U.S. Borrower
shall pay all unpaid fees accrued for the account of the replaced Issuing Lender pursuant to Section 2.14(b)(ii). From and
after the effective date of any such replacement, (A) the successor Issuing Lender shall have all the rights and obligations of such
Issuing Lender under this Agreement with respect to Non-Financial Letters of Credit to be issued thereafter and (B) references herein
to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor
and all previous Issuing Lenders, as the context shall require. After the replacement of an Issuing Lender hereunder, the replaced Issuing
Lender shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Lender under this Agreement
with respect to Non-Financial Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional
Non-Financial Letters of Credit.


 






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(j)            Cash
Collateralization.



 


(i)            If
any Event of Default shall occur and be continuing, on the Business Day that the U.S. Borrower receives notice from the Administrative
Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with Financial LC Exposure representing
at least a majority of the total Financial LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the U.S.
Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the
Revolving Lenders, an amount in Dollars and in cash equal to the Financial LC Exposure of the U.S. Borrower as of such date plus any accrued
and unpaid interest thereon; provided that (A) the portions of such amount attributable to undrawn Alternative Currency Letters
of Credit or Financial LC Disbursements in an Alternative Currency that the Borrowers are not late in reimbursing shall be deposited in
the applicable Alternative Currencies in the actual amounts of such undrawn Financial Letters of Credit and Financial LC Disbursements
and (B) the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately
due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Parent or
the U.S. Borrower described in paragraph (h) or (i) of Article VII. For the purposes of this paragraph, the Alternative
Currency Financial LC Exposure shall be calculated using the Exchange Rates on the date notice demanding cash collateralization is delivered
to the U.S. Borrower. The U.S. Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by
Section 2.12(c). Each such deposit pursuant to this paragraph or pursuant to Section 2.12(c) shall be held
by the Administrative Agent as collateral for the payment and performance of the obligations of the U.S. Borrower under this Agreement.
The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other
than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the
Administrative Agent and at the U.S. Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if
any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse
the applicable Issuing Lender for Financial LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall
be held for the satisfaction of the reimbursement obligations of the U.S. Borrower for the Financial LC Exposure at such time or, if the
maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with Financial LC Exposure representing at
least a majority of the total Financial LC Exposure), be applied to satisfy other obligations of the U.S. Borrower under this Agreement.
If the U.S. Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default,
such amount (to the extent not applied as aforesaid) shall be returned to the U.S. Borrower within three Business Days after all Events
of Default have been cured or waived. If the U.S. Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.12(c),
such amount (to the extent not applied as aforesaid) shall be returned to the U.S. Borrower as and to the extent that, after giving effect
to such return, the U.S. Borrower would remain in compliance with Section 2.12(c), and no Event of Default shall have occurred
and be continuing. Furthermore, if any Financial Letter of Credit is outstanding on the date that the U.S. Borrower terminates the Revolving
Commitments pursuant to Section 2.9(b), the U.S. Borrower shall, on the date of such termination, (1) cause any such
Financial Letter of Credit to be surrendered for cancellation to the applicable Issuing Lender, (2) provide cash collateral pursuant
to the terms of this paragraph (or other credit support reasonably satisfactory) to the Administrative Agent for the benefit of such Issuing
Lender in an amount equal to at least 103% of the Face Amount of such Financial Letter of Credit pursuant to documentation in form and
substance reasonably satisfactory to the Administrative Agent or (3) provide a backup letter of credit on reasonably acceptable terms
and conditions to such Issuing Lender in an amount equal to at least 103% of the Face Amount of such Financial Letter of Credit from a
financial institution approved by such Issuing Lender (such approval not to be unreasonably withheld or delayed in accordance with such
Issuing Lender’s existing banking practice consistently applied). The U.S. Borrower hereby grants to the Administrative Agent a
security interest in all such cash collateral and all proceeds thereof. Such cash collateral shall be maintained in a blocked interest-bearing
deposit account at Bank of America. Upon notice to the Administrative Agent of the termination, reduction or expiration (without a pending
drawing) of any such Financial Letter of Credit, the Administrative Agent shall release the relevant cash collateral within three Business
Days of the relevant date of termination, reduction or expiration, and the Administrative Agent shall use such cash collateral to promptly
reimburse any Issuing Lender honoring any drawing under any such Financial Letter of Credit. Notwithstanding the foregoing, no Foreign
Subsidiary Borrower shall be required to deposit cash in support of any obligation of any other Borrower and no collateral or other credit
support provided by any Foreign Subsidiary Borrower shall serve as security for any obligation of any other Borrower.


 






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(ii)            If
any Event of Default shall occur and be continuing, on the Business Day that a Borrower receives notice from the Administrative Agent
or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with Non-Financial LC Exposure representing
at least a majority of the total Non-Financial LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, such
Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the
Revolving Lenders, an amount in Dollars and in cash equal to the Non-Financial LC Exposure of such Borrower as of such date plus any accrued
and unpaid interest thereon; provided that (A) the portions of such amount attributable to undrawn Alternative Currency Letters
of Credit or Non-Financial LC Disbursements in an Alternative Currency that the Borrowers are not late in reimbursing shall be deposited
in the applicable Alternative Currencies in the actual amounts of such undrawn Non-Financial Letters of Credit and Non-Financial LC Disbursements
and (B) the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately
due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Parent or
the U.S. Borrower described in paragraph (h) or (i) of Article VII. For the purposes of this paragraph, the Alternative
Currency Non-Financial LC Exposure shall be calculated using the Exchange Rates on the date notice demanding cash collateralization is
delivered to a Borrower. Each Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by
Section 2.12(c). Each such deposit pursuant to this paragraph or pursuant to Section 2.12(c) shall be held
by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement.
The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other
than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the
Administrative Agent and at the relevant Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits,
if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse
the applicable Issuing Lender for Non-Financial LC Disbursements for which it has not been reimbursed and, to the extent not so applied,
shall be held for the satisfaction of the reimbursement obligations of the relevant Borrower for the Non-Financial LC Exposure at such
time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with Non-Financial LC Exposure
representing at least a majority of the total Non-Financial LC Exposure), be applied to satisfy other obligations of such Borrower under
this Agreement. If a Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event
of Default, such amount (to the extent not applied as aforesaid) shall be returned to such Borrower within three Business Days after all
Events of Default have been cured or waived. If a Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.12(c),
such amount (to the extent not applied as aforesaid) shall be returned to such Borrower as and to the extent that, after giving effect
to such return, such Borrower would remain in compliance with Section 2.12(c), and no Event of Default shall have occurred
and be continuing. Furthermore, if any Non-Financial Letter of Credit is outstanding on the date that the U.S. Borrower terminates the
Revolving Commitments pursuant to Section 2.9(b), the U.S. Borrower shall, on the date of such termination, (1) cause
any such Non-Financial Letter of Credit to be surrendered for cancellation to the applicable Issuing Lender, (2) provide cash collateral
pursuant to the terms of this paragraph (or other credit support reasonably satisfactory) to the Administrative Agent for the benefit
of such Issuing Lender in an amount equal to at least 103% of the Face Amount of such Non-Financial Letter of Credit pursuant to documentation
in form and substance reasonably satisfactory to the Administrative Agent or (3) provide a backup letter of credit on reasonably
acceptable terms and conditions to such Issuing Lender in an amount equal to at least 103% of the Face Amount of such Non-Financial Letter
of Credit from a financial institution approved by such Issuing Lender (such approval not to be unreasonably withheld or delayed in accordance
with such Issuing Lender’s existing banking practice consistently applied). The U.S. Borrower hereby grants to the Administrative
Agent a security interest in all such cash collateral and all proceeds thereof. Such cash collateral shall be maintained in a blocked
interest-bearing deposit account at the Administrative Agent’s institution. Upon notice to the Administrative Agent of the termination,
reduction or expiration (without a pending drawing) of any such Non-Financial Letter of Credit, the Administrative Agent shall release
the relevant cash collateral within three Business Days of the relevant date of termination, reduction or expiration, and the Administrative
Agent shall use such cash collateral to promptly reimburse any Issuing Lender honoring any drawing under any such Non-Financial Letter
of Credit. Notwithstanding the foregoing, no Foreign Subsidiary Borrower shall be required to deposit cash in support of any obligation
of any other Borrower and no collateral or other credit support provided by any Foreign Subsidiary Borrower shall serve as security for
any obligation of any other Borrower.


 






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(k)            Conversion.


 


(i)            In
the event that the Loans become immediately due and payable on any date pursuant to Article VII, all amounts (A) that
the U.S. Borrower is at the time or thereafter becomes required to reimburse or otherwise pay to the Administrative Agent in respect of
Financial LC Disbursements made under any Alternative Currency Letter of Credit (other than amounts in respect of which the U.S. Borrower
has deposited cash collateral pursuant to Section 2.5(j)(i), if such cash collateral was deposited in the applicable Alternative
Currency to the extent so deposited or applied), (B) that the Revolving Lenders are at the time or thereafter become required to
pay to the Administrative Agent and the Administrative Agent is at the time or thereafter becomes required to distribute to the applicable
Issuing Lender pursuant to Section 2.5(e)(i) in respect of unreimbursed Financial LC Disbursements made under any Alternative
Currency Letter of Credit and (C) of each Revolving Lender’s participation in any Alternative Currency Letter of Credit under
which a Financial LC Disbursement has been made shall, automatically and with no further action required, be converted into the Dollar
Equivalent, calculated using the Exchange Rates on such date (or in the case of any Financial LC Disbursement made after such date, on
the date such Financial LC Disbursement is made), of such amounts. On and after such conversion, all amounts accruing and owed to the
Administrative Agent, Bank of America, in its capacity as the applicable Issuing Lender, or any Lender in respect of the Obligations described
in this paragraph shall accrue and be payable in Dollars at the rates otherwise applicable hereunder.


 


(ii)            In
the event that the Loans become immediately due and payable on any date pursuant to Article VII, all amounts (A) that
a Borrower is at the time or thereafter becomes required to reimburse or otherwise pay to the Foreign Trade Facility Agent in respect
of Non-Financial LC Disbursements made under any Alternative Currency Letter of Credit (other than amounts in respect of which such Borrower
has deposited cash collateral pursuant to Section 2.5(j)(ii), if such cash collateral was deposited in the applicable Alternative
Currency to the extent so deposited or applied), (B) that the Revolving Lenders are at the time or thereafter become required to
pay to the Foreign Trade Facility Agent and the Foreign Trade Facility Agent is at the time or thereafter becomes required to distribute
to the applicable Issuing Lender pursuant to Section 2.5(e)(ii) in respect of unreimbursed Non-Financial LC Disbursements
made under any Alternative Currency Letter of Credit and (C) of each Revolving Lender’s participation in any Alternative Currency
Letter of Credit under which a Non-Financial LC Disbursement has been made shall, automatically and with no further action required, be
converted into the Dollar Equivalent, calculated using the Exchange Rates on such date (or in the case of any Non-Financial LC Disbursement
made after such date, on the date such Non-Financial LC Disbursement is made), of such amounts. On and after such conversion, all amounts
accruing and owed to the Foreign Trade Facility Agent, the applicable Issuing Lender or any Lender in respect of the Obligations described
in this paragraph shall accrue and be payable in Dollars at the rates otherwise applicable hereunder.


 


(l)            Additional
Issuing Lenders.


 


(i)            The
U.S. Borrower may, at any time and from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably
withheld) and such Revolving Lender, designate one or more additional Revolving Lenders to act as an Issuing Lender of Financial Letters
of Credit under the terms of this Agreement; provided that the total number of Revolving Lenders so designated at any time plus
the total number of Issuing Lenders pursuant to clause (c) of the definition of the term “Issuing Lender” at such time
shall not exceed five. Any Revolving Lender designated as Issuing Lender pursuant to this Section 2.5(l)(i) shall be
deemed to be an “Issuing Lender” for the purposes of this Agreement (in addition to being a Revolving Lender) with respect
to Financial Letters of Credit issued by such Revolving Lender.


 






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(ii)            The
U.S. Borrower may, at any time and from time to time with the consent of the Foreign Trade Facility Agent (which consent shall not be
unreasonably withheld) and such Revolving Lender, designate one or more additional Revolving Lenders to act as an Issuing Lender of Non-Financial
Letters of Credit under the terms of this Agreement; provided that the total number of Revolving Lenders so designated at any time
plus the total number of Issuing Lenders pursuant to clause (c) of the definition of the term “Issuing Lender” at such
time shall not exceed three. Any Revolving Lender designated as Issuing Lender pursuant to this Section 2.5(l)(ii) shall
be deemed to be an “Issuing Lender” for the purposes of this Agreement (in addition to being a Revolving Lender) with respect
to Non-Financial Letters of Credit issued by such Revolving Lender.


 


(m)            Reporting.


 


(i)            Each
Issuing Lender of Financial Letters of Credit will report in writing to the Administrative Agent (i) on the first Business Day of
each week, the aggregate Face Amount of Financial Letters of Credit issued by it and outstanding as of the last Business Day of the preceding
week, (ii) on or prior to each Business Day on which such Issuing Lender expects to issue, amend (including increases or decreases),
renew or extend any Financial Letter of Credit, the date of such issuance or amendment, and the aggregate Face Amount of Financial Letters
of Credit to be issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or
extension (and such Issuing Lender shall advise the Administrative Agent on such Business Day whether such issuance, amendment, renewal
or extension occurred and whether the amount thereof changed), (iii) on each Business Day on which such Issuing Lender makes any
Financial LC Disbursement, the date of such Financial LC Disbursement and the amount of such Financial LC Disbursement and (iv) on
any Business Day on which the U.S. Borrower fails to reimburse a Financial LC Disbursement required to be reimbursed to such Issuing Lender
on such day, the date of such failure, the U.S. Borrower and amount of such Financial LC Disbursement.


 


(ii)            Reporting
requirements with respect to a Non-Financial Letter of Credit shall be subject to the same terms, conditions and provisions of Section 2.6,
except instead of relating to the reporting requirements of an FCI, they shall relate to the reporting requirements of a Non-Financial
Letter of Credit, and the terms, conditions and provisions of Section 2.6 shall apply mutatis mutandis to the reporting
requirements of a Non-Financial Letter of Credit.


 






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Section 2.6     FCIs.


 


(a)            FCI
Issuing Commitments. Subject to the terms and conditions set forth herein, (i) each FCI Issuing Lender severally agrees to issue
FCIs (other than Trade LCs), and (ii) each FCI Issuing Lender may, in its sole discretion and with terms and conditions required
by such FCI Issuing Lender, issue Trade LCs; provided that after giving effect to any issuance of any FCI, the Dollar Equivalent
of the aggregate outstanding amount of the FCI Reimbursement Obligations of such FCI Issuing Lender, and of the FCIs of such FCI Issuing
Lender, shall not exceed the principal amount of the FCI Issuing Commitment of such FCI Issuing Lender at such time. Each FCI Issuing
Lender, after consultation with the U.S. Borrower or the applicable Foreign Subsidiary Borrower, may issue any FCI by causing any domestic
or foreign branch or Affiliate of such FCI Issuing Lender to issue such FCI if in the judgment of such FCI Issuing Lender such designation
(A) would eliminate or reduce amounts payable pursuant to Section 2.17 or Section 2.19, as the case may be,
and (B) would not subject such FCI Issuing Lender to any unreimbursed cost or expense, or would otherwise be advantageous to such
FCI Issuing Lender; provided that any exercise of such option shall not affect the obligations of the relevant Borrower or such
FCI Issuing Lender under this Section 2.6. Furthermore, if (1) any letter of credit, guarantee or surety has been previously
issued by an FCI Issuing Lender, (2) the reimbursement obligations of the account party (the “Original FCI Account Party”)
relating to such letter of credit, guarantee or surety have been or are assumed in writing by the Parent or any Restricted Subsidiary
(such assuming Person, the “FCI Assuming Person”) pursuant to a Permitted Acquisition or other transaction permitted
under this Agreement, (3) there is sufficient availability hereunder for the inclusion of such letter of credit, guarantee or surety
as an FCI hereunder, (4) such letter of credit, guarantee or surety satisfies all of the requirements of an FCI hereunder, and (5) the
conditions of Sections 4.2(a) and 4.2(b) are satisfied, then upon the written request of the U.S. Borrower to
such FCI Issuing Lender (consented to in writing by such FCI Issuing Lender), the submission by the U.S. Borrower to the Foreign Trade
Facility Agent of a copy of such request bearing such consent and the submission by a Borrower to the Foreign Trade Facility Agent of
a completed Utilization Request including a statement that the foregoing requirements (1) through (5), inclusive, have been satisfied
and that such Borrower submitting such Utilization Request shall be treated as a Borrower hereunder with respect to such letter of credit,
guarantee or surety, such letter of credit, guarantee or surety shall be (from the date of such consent of such FCI Issuing Lender) deemed
an FCI for all purposes of this Agreement and the other Loan Documents and considered issued hereunder at the request of the Borrower
that submitted such Utilization Request pursuant to the terms hereof (the terms hereof and of the other Loan Documents shall govern and
prevail in the case of any conflict with the provisions of the agreement(s) pursuant to which such letter of credit, guarantee or
surety had been issued (such agreement(s), the “Original FCI-Related Agreements”), and such FCI Issuing Lender shall
be deemed to have released the Original FCI Account Party and the FCI Assuming Person from the Original FCI-Related Agreements to the
extent of such conflict). Any Utilization Request submitted to the Foreign Trade Facility Agent pursuant to the immediately preceding
sentence shall be reviewed and processed in accordance with Section 2.6(c), Section 2.6(d), Section 2.6(e) and
Section 2.6(f), as applicable. Notwithstanding that any such assumed letter of credit, guarantee or surety is in support of
any obligations of, or is for the account of, a Restricted Subsidiary or a Joint Venture, the U.S. Borrower and the Foreign Subsidiary
Borrowers agree that the applicable Borrower (as identified in the Utilization Request referenced above) shall be obligated to reimburse
the applicable FCI Issuing Lender hereunder for any and all drawings under such letter of credit, guarantee or surety.


 






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Notwithstanding anything to
the contrary contained in this Agreement, the following provisions shall apply in respect of Trade LCs: (I) each Trade LC shall be
administered directly between the Borrowers and the applicable FCI Issuing Lender, and the Foreign Trade Facility Agent shall not be involved
in that process; (II) each request for the issuance or amendment of a Trade LC shall be sent by the relevant Borrower directly to
the FCI Issuing Lender requested to issue or amend such Trade LC; (III) the applicable FCI Issuing Lender shall be responsible for
ensuring that neither the issuance of any Trade LC or other FCI nor the issuance of any amendment increasing the stated amount of any
thereof causes such FCI Issuing Lender’s FCI Issuing Lender Exposure to exceed such FCI Issuing Lender’s FCI Issuing Commitment;
(IV) the Borrowers and the applicable FCI Issuing Lender shall be responsible for arranging for the reimbursement of any drawings
under such Trade LCs; (V) the reporting as to outstanding Trade LCs, including the issuance thereof, any drawings thereunder, any
banker’s acceptances created thereunder, any deferred payment undertakings incurred thereunder, and any obligations thereunder to
reimburse any negotiating banks, confirming banks or other nominated banks shall be as agreed from time to time by the Borrowers and the
applicable FCI Issuing Lender; (VI) the applicable FCI Issuing Lender shall be responsible for determining and monitoring whether,
due to changes in foreign currency rates or otherwise, the aggregate Dollar Equivalent of the FCI Issuing Lender Exposure of such FCI
Issuing Lender at any time exceeds such FCI Issuing Lender’s FCI Issuing Commitment and, if there is such an excess, the relevant
Borrower shall arrange to provide Cash Cover for the amount of such excess in accordance with Section 2.6(m)(i); and (VII) the
Borrowers and the applicable FCI Issuing Lender shall be responsible for the calculation, payment and collection of all fees and handling
charges with respect to Trade LCs (including arranging for any necessary offset to take account of any fees calculated by the Foreign
Trade Facility Agent without reference to such Trade LCs); provided that any FCI Fees payable to any FCI Issuing Lender in respect
of Trade LCs shall be reduced by the amount of any related FCI Commitment Fee payable in respect of the FCI Issuing Commitment of such
FCI Issuing Lender utilized by the issuance of such Trade LCs.


 


(b)            Extension
Option.


 


(i)            The
U.S. Borrower may from time to time during the term of this Agreement, by written notice to the Administrative Agent and the Foreign Trade
Facility Agent (such notice being an “Extension Notice”) delivered no later than 60 days prior to the Foreign Trade
Maturity Date (the date of such notice, the “Notice Date”), request one or more FCI Issuing Lenders to extend the then
applicable Foreign Trade Maturity Date to a later date (such extended date, the “Extended Foreign Trade Maturity Date”).
The Foreign Trade Facility Agent shall promptly transmit any Extension Notice to each FCI Issuing Lender. Each FCI Issuing Lender shall
notify the Foreign Trade Facility Agent whether it wishes to extend the then applicable Foreign Trade Maturity Date at least 30 days (or
such earlier date as directed by the U.S. Borrower) prior to the then applicable Foreign Trade Maturity Date, and any such notice given
by an FCI Issuing Lender to the Foreign Trade Facility Agent, once given, shall be irrevocable as to such FCI Issuing Lender. The Foreign
Trade Facility Agent shall promptly notify the Administrative Agent and the U.S. Borrower of the notice of each FCI Issuing Lender that
it wishes to extend (each, an “Extension Acceptance Notice”). Any FCI Issuing Lender which does not expressly notify
the Foreign Trade Facility Agent on or before the date that is 30 days (or such earlier date as directed by the U.S. Borrower) prior to
the then applicable Foreign Trade Maturity Date that it wishes to so extend the then applicable Foreign Trade Maturity Date shall be deemed
to have rejected the U.S. Borrower’s request for extension of such Foreign Trade Maturity Date. If one or more of the FCI Issuing
Lenders have elected (in each case in their sole and absolute discretion) to so extend the then applicable Foreign Trade Maturity Date,
the Foreign Trade Facility Agent shall notify the Administrative Agent and the U.S. Borrower of such election by such FCI Issuing Lenders
no later than five Business Days after the date when Extension Acceptance Notices are due, and effective on the date of such notice by
the Foreign Trade Facility Agent to the Administrative Agent and the U.S. Borrower (the “Extension Date”), the Foreign
Trade Maturity Date shall be automatically and immediately so extended as to each such FCI Issuing Lender to the Extended Foreign Trade
Maturity Date. For the avoidance of doubt, if any FCI Issuing Lenders shall not have elected (in each case in their sole and absolute
discretion) or are deemed not to have elected to so extend the then applicable Foreign Trade Maturity Date, then (x) the FCI Issuing
Commitment of each such non-extending FCI Issuing Lender will be automatically terminated as of the then applicable Foreign Trade Maturity
Date (not giving effect to the proposed extension), and (y) the aggregate FCI Issuing Commitments shall be reduced as of the then
applicable Foreign Trade Maturity Date (not giving effect to the proposed extension) by the amounts of the FCI Issuing Commitments of
each such non-extending FCI Issuing Lender; provided that (A) each outstanding FCI issued by a non-extending FCI Issuing Lender
shall continue to be considered an issued FCI hereunder and part of the FCI Issuing Lender Exposure hereunder unless the U.S. Borrower
elects in its sole discretion to have a Counter-Guarantee issued hereunder in favor of such non-extending FCI Issuing Lender or the U.S.
Borrower or other relevant Borrower provides Cash Cover (or other credit support) in accordance with Section 2.6(m), in each
case to support such FCIs, in which case such FCIs shall no longer be considered to be FCIs issued pursuant to this Agreement except that
for purposes of Section 2.6(h), (n)(iii) and (n)(iv) such FCIs shall continue to be considered as
issued pursuant to this Agreement and the Borrowers’ obligations under such Sections with respect to fees, costs, expenses, reimbursement
and indemnification obligations shall continue to apply with respect to such FCIs, (B) the Borrowers, the Administrative Agent and
the Foreign Trade Facility Agent shall have entered into such agreements, if any, as any of them shall have reasonably requested to reflect
such extension of the Foreign Trade Facility with reduced FCI Issuing Commitments, and (C) on or prior to the then applicable Foreign
Trade Maturity Date (not giving effect to the proposed extension), the U.S. Borrower shall pay or cause to be paid to each non-extending
FCI Issuing Lender all amounts owing to such non-extending FCI Issuing Lender with respect to its FCI Issuing Commitment, including the
repayment of an amount equal to the funded FCI Disbursements made by such non-extending FCI Issuing Lender, any accrued interest thereon,
accrued fees thereon and all other amounts payable to it hereunder and under the other Loan Documents in connection with such FCI Issuing
Commitment. Upon the delivery of an Extension Notice and upon the extension of the Foreign Trade Maturity Date pursuant to this Section 2.6(b)(i),
the U.S. Borrower shall be deemed to have represented and warranted on and as of the Notice Date and the Extension Date, as the case may
be, that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary,
no FCI Issuing Lender shall have any obligation to extend the Foreign Trade Maturity Date, and each FCI Issuing Lender may, at its option,
unconditionally and without cause, decline to extend the Foreign Trade Maturity Date.


 






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(ii)            If
the Foreign Trade Maturity Date shall have been extended in accordance with Section 2.6(b)(i) then, as to the applicable
extending FCI Issuing Lenders, all references herein to the “Foreign Trade Maturity Date” shall refer to the Extended Foreign
Trade Maturity Date.


 


(iii)            The
U.S. Borrower shall have the right on or before the applicable Foreign Trade Maturity Date to replace each non-extending FCI Issuing Lender
with one or more Persons reasonably satisfactory to the U.S. Borrower, the Administrative Agent and the Foreign Trade Facility Agent (such
replacing Persons, the “Additional FCI Issuing Lenders”), as provided in Section 2.21(b), each of which
such Additional FCI Issuing Lenders shall have entered into an Assignment and Assumption pursuant to which such Additional FCI Issuing
Lender shall, effective as of the applicable Foreign Trade Maturity Date, undertake an FCI Issuing Commitment (and if any such Additional
FCI Issuing Lender is already an FCI Issuing Lender, its new FCI Issuing Commitment shall be in addition to any other FCI Issuing Commitment
of such FCI Issuing Lender on such date).


 


(c)            Procedure
for Issuance and Reversals. Each Borrower may, at any time and from time to time during the period from the Effective Date until the
Foreign Trade Maturity Date, request the issuance of FCIs or an extension or other amendment of any outstanding FCI by sending to the
Foreign Trade Facility Agent a duly completed request for issuance (each, a “Utilization Request”) by electronic transfer
using the db direct internet or replacement communications facility in accordance with the terms of the DB Direct Internet Agreement.
If for technical reasons it should not be possible to make a request for issuance through db direct internet (or such replacement communications
facility), such request may be made (to be pre-advised by the relevant Borrower) via fax, via email or by letter, in substantially the
form of Exhibit H, in each case to the Foreign Trade Facility Agent as specified in Section 9.1 (or to a fax number,
email address or other address agreed with the Foreign Trade Facility Agent for this purpose), receipt of such fax, email or letter to
be promptly confirmed by the Foreign Trade Facility Agent to the relevant Borrower for this purpose; provided that in such case
explicit reference must be made to this Agreement, and the Foreign Trade Facility Agent shall in such case not be held responsible for
a delayed processing of such Utilization Request unless such delayed processing is caused by gross negligence or willful misconduct (each
as determined in a final and non-appealable judgment of a court of competent jurisdiction) on the part of the Foreign Trade Facility Agent
following the confirmation of the receipt of the relevant fax, email or letter. It is acknowledged that the Foreign Trade Facility Agent
will not, in the event a Utilization Request is submitted by fax, or email, be in a position to verify whether such Utilization Request
has been duly authorized and sent by the relevant Borrower, and each Borrower hereby agrees that the Foreign Trade Facility Agent shall
be entitled to execute all Utilization Requests received by fax or email if on their face such fax letters or emails appear to be duly
authorized and executed or sent by persons acting on behalf of such Borrower who have been identified as authorized signatories in annex
1.3.1 (or any replacement annex) to the DB Direct Internet Agreement or in the officer’s certificate furnished pursuant to Section 4.1(f).
Neither the Foreign Trade Facility Agent nor any of the Lenders shall be held liable for the execution of any forged Utilization Request
received by fax or email except where the forgery is evident on the face of the forged Utilization Request furnished to such Person or
the Foreign Trade Facility Agent or the respective FCI Issuing Lender acted with gross negligence or willful misconduct (each as determined
in a final and non-appealable judgment of a court of competent jurisdiction) with respect to such Utilization Request. No Utilization
Request will be regarded as having been duly completed unless:


 






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(i)            the
requested undertaking would constitute a Warranty Guarantee, a Performance Guarantee, an Advance Payment Guarantee, a Tender Guarantee,
a Counter-Guarantee, a General Purpose Guarantee or a Trade LC;


 


(ii)            such
Utilization Request and the terms and conditions for the requested FCI are in the English language (or, if not in the English language,
then in the sole discretion of the Foreign Trade Facility Agent or the applicable FCI Issuing Lender, must be accompanied by an English
translation certified by the relevant Borrower to be a true and correct English translation that the Foreign Trade Facility Agent and
such FCI Issuing Lender, as applicable, shall be entitled to rely upon);


 


(iii)            the
requested FCI is denominated in a Permitted Currency or any other currency agreed by the applicable FCI Issuing Lender and the Foreign
Trade Facility Agent;


 


(iv)            the
expiry date of the requested FCI (A) is not stated by reference to any events in the underlying contract, (B) is not subject
to conflicting interpretation, and (C) if the requested FCI does not provide for determination of a specific expiry date, the Commercial
Lifetime falls within the Permitted Maturity;


 


(v)            the
obligor of the obligations to be supported by the requested FCI is named;


 


(vi)            upon
issuance of the requested FCI (for this purpose such FCI is deemed to be issued at the time of receipt of the Utilization Request therefor
by the Foreign Trade Facility Agent), the thresholds for the different types of FCIs set forth under Section 2.6(d) would
not be exceeded;


 


(vii)            an
FCI Issuing Lender is determined pursuant to the terms hereof; and


 


(viii)            the
Utilization Request is in compliance with Section 2.6(d).


 


Only one FCI may be requested in each Utilization
Request. A Utilization Request may only be revoked by the relevant Borrower (x) until the Foreign Trade Facility Agent has forwarded
the Utilization Request to the relevant FCI Issuing Lender in accordance with Section 2.6(g), by giving notice to the Foreign
Trade Facility Agent or (y) thereafter, by giving notice to the relevant FCI Issuing Lender which has to be received by such FCI
Issuing Lender at a time when such FCI Issuing Lender will, with reasonable efforts, still be in a position to stop the delivery of the
relevant FCI to the relevant beneficiary or any other Person as instructed by such Borrower. In such case, the relevant FCI Issuing Lender
shall promptly inform the Foreign Trade Facility Agent and the relevant Borrower that the requested FCI has not been issued. No FCI Issuing
Lender shall be required to issue an FCI in any jurisdiction that would impose withholding taxes on any payments in respect of such FCI.


 






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(d)            Limitations
on Use. The Borrowers may only request the issuance of FCIs if the Dollar Equivalent of such requested FCI, when aggregated with the
Dollar Equivalent of all other outstanding FCIs and unreimbursed FCI Disbursements as of the time of receipt of the relevant Utilization
Request, does not exceed the total FCI Issuing Commitments. If the Foreign Trade Facility Agent is of the opinion that a requested FCI
is not of the type as specified in the Utilization Request by a Borrower or if the type of FCI is not clearly specified in the relevant
Utilization Request, the Foreign Trade Facility Agent shall reasonably determine the type of the requested FCI based on the purpose (or,
if such FCI is intended to serve more than one purpose, the primary purpose) assumed by the Foreign Trade Facility Agent on the basis
of the wording of the relevant requested FCI and the facts and circumstances known to the Foreign Trade Facility Agent at the time of
the receipt of such Utilization Request, and the Foreign Trade Facility Agent shall inform such Borrower accordingly of such determination.
No Borrower shall make a Utilization Request for FCIs to serve as security for obligations of any Person other than a Borrower or a Restricted
Subsidiary or a Joint Venture.


 


(e)            Deviations
from FCI Requirements. No FCI Issuing Lender shall be obliged to issue an FCI (i) which does not fulfill the FCI Requirements,
(ii) which shall be issued in a currency other than a Permitted Currency, or (iii) if the issuance of the relevant FCI is not
permitted pursuant to its internal rules and guidelines. In order to avoid a rejection of any issuance of an FCI requested by a Borrower
due to non-compliance of its terms with the FCI Requirements, each Borrower hereby undertakes that, with respect to any FCI to be issued
where such Borrower considers it reasonably likely that it will not be in a position to negotiate with the relevant future beneficiary
terms for the relevant FCI which will meet the FCI Requirements, such Borrower will as soon as possible approach the Foreign Trade Facility
Agent and designate an FCI Issuing Lender to issue such FCI pursuant to the terms of Section 2.6(f). Each Borrower shall seek
advice from the FCI Issuing Lender designated by such Borrower as the relevant FCI Issuing Lender with respect to all FCI related issues
during its negotiations of the underlying contract with the potential beneficiary of such FCI. In cases where, in spite of such Borrower’s
commercially reasonable efforts, fulfillment of the FCI Requirements appears unachievable, the relevant FCI Issuing Lender and such Borrower
shall try to reach an agreement on an indemnity in favor of such FCI Issuing Lender which allows such FCI Issuing Lender to issue the
relevant FCI in its contractual relationship with such Borrower; provided that the right of the relevant FCI Issuing Lender to
reject the issuance of the requested FCI shall remain unaffected.


 


(f)            Receipt
of Utilization Request.


 


(i)            Following
the receipt of a Utilization Request, the Foreign Trade Facility Agent shall determine whether in its opinion the Utilization Request
is duly completed. If the Foreign Trade Facility Agent is of the opinion that the Utilization Request is not duly completed, it shall
promptly inform the relevant Borrower and shall liaise with such Borrower with a view to agree on a modification of such Utilization Request.
If no such agreement can be reached, the Foreign Trade Facility Agent shall reject the Utilization Request. If the Foreign Trade Facility
Agent is of the opinion (following a modification of such Utilization Request) that the Utilization Request is duly completed, it shall
forward such Utilization Request to the designated FCI Issuing Lender(s).


 






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(ii)            If
the Foreign Trade Facility Agent determines that, due to the amount of the requested FCI, the requested FCI cannot be issued by a single
FCI Issuing Lender, it shall promptly inform the relevant Borrower and such Borrower shall then either withdraw the relevant Utilization
Request or instruct the Foreign Trade Facility Agent that the relevant FCI shall be split into two or, if necessary due to the amount
of the FCI, more FCIs issued by two or more FCI Issuing Lenders.


 


(iii)            In
no event shall the aggregate amount (without duplication) of the sum of the Dollar Equivalent of all FCIs issued by all FCI Issuing Lenders
plus the Dollar Equivalent of all unreimbursed FCI Disbursements of all such FCI Issuing Lenders exceed the aggregate amount of
the FCI Issuing Commitments.


 


(g)            Issuance
of FCIs.


 


(i)            The
Foreign Trade Facility Agent shall promptly forward each Utilization Request to the relevant FCI Issuing Lender by no later than 3:00
p.m., Düsseldorf time, on the Business Day following the day it has received such Utilization Request (or, if such day is not a Business
Day, on the Business Day following the first Business Day after the day the Foreign Trade Facility Agent has received the Utilization
Request). The Foreign Trade Facility Agent shall determine in its notice to the relevant FCI Issuing Lender the day on which the requested
FCI shall be issued (such day being the “Utilization Date”) which shall be the second Business Day of such FCI Issuing
Lender immediately following its receipt of the Utilization Request. Such FCI Issuing Lender(s) shall issue the respective FCI(s) on
the Utilization Date unless such FCI Issuing Lender informs the Foreign Trade Facility Agent and the relevant Borrower on or prior to
5:00 p.m., Düsseldorf time, on the Utilization Date that (and specifying the reasons) (A) it will not be able to issue the relevant
FCI on the Utilization Date (in which case the FCI Issuing Lender shall inform the Foreign Trade Facility Agent and such Borrower when
it will be able to issue the relevant FCI) or (B) it will not be able to issue the FCI at all (1) due to its internal rules and
guidelines, (2) due to any applicable law or regulation with which it has to comply, (3) due to the currency (other than any
Permitted Currency) in which the FCI shall be issued, or (4) because it is of the opinion that the FCI Requirements are not fulfilled.


 


(ii)            If
an FCI shall be issued on the same day the Utilization Request is delivered to the Foreign Trade Facility Agent (or if such day is not
a Business Day, the following Business Day), the relevant Borrower shall inform the Foreign Trade Facility Agent in advance that the
requested FCI shall be issued on the same day (or if such day is not a Business Day, the following Business Day). The Foreign Trade Facility
Agent shall promptly inform the relevant FCI Issuing Lender accordingly which shall be obliged to use commercially reasonable efforts
to issue the FCI on the same day as it receives the Utilization Request (or if such day is not a Business Day, the following Business
Day).


 


(iii)            (A) In
the cases referred to in clauses (A) and (B)(3) of Section 2.6(g)(i), the Foreign Trade Facility Agent shall obtain,
and follow, instructions from the relevant Borrower, (B) in the cases referred to in clauses (B)(1), (2) and (4) of Section 2.6(g)(i),
the relevant Borrower shall agree with the relevant FCI Issuing Lender as to any amendments necessary to the respective FCI to enable
the relevant FCI Issuing Lender to issue the relevant FCI and, in the case of clause (B)(4), Section 2.6(e) shall apply
mutatis mutandis, (C) if, in the cases referred to under (A) or (B) above, no agreement can be reached between the
relevant FCI Issuing Lender and the relevant Borrower, such FCI Issuing Lender shall reject the request to issue the requested FCI and
the relevant Borrower shall promptly advise the Foreign Trade Facility Agent and shall designate another FCI Issuing Lender and the time
for issuance of the FCI shall be postponed to the extent necessary for practical reasons. Such FCI Issuing Lender shall promptly inform
the Foreign Trade Facility Agent about all changes agreed with such Borrower with respect to a Utilization Request in accordance with
this clause (iii).


 






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(iv)            The
relevant FCI Issuing Lender may either issue the FCI directly or, if requested by and agreed with the relevant Borrower, arrange that
the FCI (an “Indirect FCI”) be issued by a second bank (including one of such FCI Issuing Lender’s domestic or
foreign branches or affiliates) or financial institution (the “Indirect FCI Issuing Lender”) against such FCI Issuing
Lender’s corresponding Counter-Guarantee (which may support one or more Indirect FCIs and which may be for a longer or shorter tenor
than such Indirect FCI(s) so long as the tenor of such Counter-Guarantee is permitted under this Agreement) in the form satisfactory
to the Indirect FCI Issuing Lender. In addition, in the case that an issued and outstanding letter of credit, guaranty or surety is being
rolled into the Foreign Trade Facility as an FCI in accordance with the provisions of this Agreement, then if requested by and agreed
with the relevant Borrower, the relevant FCI Issuing Lender may arrange that one or more corresponding Counter-Guarantees (which may support
one or more Indirect FCIs and which may be for a longer or shorter tenor than such Indirect FCI(s) so long as the tenor of such Counter-Guarantee
is permitted under this Agreement), in the form satisfactory to the issuer of such existing letter of credit, guaranty or surety, be issued
by such FCI Issuing Lender, in which event (A) the issued letter of credit, guaranty or surety shall be treated as an Indirect FCI,
and (B) the issuer thereof shall be treated as an Indirect FCI Issuing Lender. In case of an Indirect FCI, such FCI Issuing Lender
is entitled to receive, for payment to the Indirect FCI Issuing Lender, separate fees and expenses in respect of such Indirect FCI in
addition to the fees and expenses pursuant to Section 2.6(n). In line with international practices, the tenor of a Counter-Guarantee
in favor of the Indirect FCI Issuing Lender may exceed the tenor of the Indirect FCI by at least ten calendar days so long as such tenor
is permitted under this Agreement.


 


(v)            If
a Utilization Request is made to request an amendment (including an extension) of any outstanding FCI, the Foreign Trade Facility Agent
shall forward the Utilization Request to the relevant FCI Issuing Lender if the requirements of Section 2.6(d) are fulfilled.
Clauses (i) through (iii) of this Section 2.6(g) shall apply mutatis mutandis.


 


(vi)            Each
FCI Issuing Lender shall comply at all times with the obligations set forth on Schedule 2.6(g).


 


(vii)            If
the relevant FCI Issuing Lender has not rejected the request to issue an FCI, the requested currency of which is not a Permitted Currency,
the relevant Borrower assumes all risks related thereto and shall reimburse all costs reasonably incurred in connection with the procurement
of such currency for honoring such FCI in such specific currency.


 






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(h)            Borrower
Liabilities.


 


(i)            If
an FCI Issuing Lender receives a request for payment under any FCI (including from an Indirect FCI Issuing Lender under a Counter-Guarantee)
issued by it, it shall promptly (and before any payment is made in respect thereof) inform the relevant Borrower, the Foreign Trade Facility
Agent and the Administrative Agent accordingly. A Borrower’s obligation to reimburse any payment made by an FCI Issuing Lender under
an FCI (each, an “FCI Disbursement”) shall be absolute, unconditional and irrevocable, and shall be performed strictly
in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (A) any lack of validity
or enforceability of any FCI, of any request for the issuance thereof or of this Agreement, or of any term or provision therein or herein,
or of any underlying agreement (B) any draft or other document presented under an FCI proving to be forged, fraudulent or invalid
in any respect or any statement therein being untrue or inaccurate in any respect, (C) payment by the applicable FCI Issuing Lender
under an FCI against presentation of a draft or other document that does not comply with the terms of such FCI, or (D) any other
event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section,
constitute a legal or equitable discharge of, or provide a right of setoff against, such Borrower’s obligations hereunder. Neither
the Foreign Trade Facility Agent, the Lenders nor any FCI Issuing Lender, nor any of their Related Parties, shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of any FCI or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay
in transmission or delivery of any draft, notice or other communication under or relating to any FCI (including any document required
to make a drawing thereunder), any error in interpretation of technical terms, any error in the finding of true facts or law or any consequence
arising from causes beyond the control of the applicable FCI Issuing Lender; provided that neither of the foregoing sentences shall
be construed to excuse such FCI Issuing Lender from liability to the applicable Borrower to the extent of any direct damages (as opposed
to consequential damages, claims in respect of which are hereby waived by each Borrower to the extent permitted by applicable law) suffered
by such Borrower that are caused by such FCI Issuing Lender’s gross negligence, willful misconduct or failure to exercise care (each
as determined in a final and non-appealable judgment of a court of competent jurisdiction) when determining whether drafts and other documents
presented under an FCI comply with the terms thereof, or if the obligation to honor a request for payment under an FCI depends upon non-documentary
conditions, whether questions of facts or law at issue in the underlying transaction justify the payment by the FCI Issuing Lender. In
furtherance of the foregoing and without limiting the generality thereof, the parties agree that, (1) with respect to documents presented
which appear on their face to be in substantial compliance with the terms of an FCI, an FCI Issuing Lender may, in its sole discretion,
either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information
to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms
of such FCI; or (2) if the obligation to honor a request for payment under an FCI depends upon non-documentary conditions, an FCI
Issuing Lender may, in its sole discretion, either accept and make payment upon such facts presented in connection with the request for
payment, without responsibility for further investigation, regardless of any notice or information to the contrary; provided that
the applicable Borrower does not promptly provide irrefutable evidence that facts presented in connection with the request for payment
are not true, or refuse to accept and make payment upon such facts. Without limiting any rights that the applicable FCI Issuing Lender
may have under applicable law, (I) the applicable Borrower’s aggregate remedies against the applicable FCI Issuing Lender for
wrongfully honoring a presentation or wrongfully retaining honored documents shall in no event exceed the aggregate amount paid by such
Borrower to such FCI Issuing Lender with respect to the honored presentation, plus interest at the rate equal to Term SOFR for an Interest
Period of one month, (II) the applicable FCI Issuing Lender may accept as a draft any written or electronic demand or request for
payment under an FCI, even if non-negotiable or not in the form of a draft, and may disregard any requirement that such draft, demand
or request bear any or adequate reference to the FCI, and (III) the applicable FCI Issuing Lender may purchase or discount an accepted
draft or deferred payment obligation incurred under an FCI without affecting the amount or timing of the reimbursement due from the applicable
Borrower.


 






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(ii)            The
relevant Borrower shall, upon demand from the relevant FCI Issuing Lender, reimburse such FCI Issuing Lender for, and irrevocably and
unconditionally indemnify such FCI Issuing Lender against any sum paid or payable in accordance with clause (i) above under an FCI
issued by such FCI Issuing Lender at the request of such Borrower and against all other liabilities, reasonable costs (including any costs
incurred in funding any amount paid by such FCI Issuing Lender under or in connection with such FCI), claims, losses and expenses which
such FCI Issuing Lender may at any time (whether before, on or after the Foreign Trade Maturity Date) reasonably incur or sustain in connection
with or arising out of any such FCI. Each such reimbursement shall be made in the currency in which the applicable FCI was issued. If
an FCI Issuing Lender shall make any FCI Disbursement, then, unless the relevant Borrower shall reimburse such FCI Disbursement in full
on the date such FCI Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such
FCI Disbursement is made to but excluding the date that such Borrower reimburses such FCI Disbursement, at a fluctuating per annum rate
equal to the Alternate Base Rate plus 1.0%; provided that if such Borrower fails to reimburse such FCI Disbursement within five calendar
days (including for any interest incurred in connection with such FCI Disbursement pursuant to the preceding provisions of this sentence),
then such entire unpaid amount shall bear interest, for each day from and including the sixth calendar day after the date such FCI Disbursement
is made to but excluding the date that such Borrower reimburses such FCI Disbursement, at a fluctuating per annum rate equal to the Alternate
Base Rate plus 2.0%.


 


(i)            Reversal
of FCIs.


 


(i)            Each
FCI Issuing Lender will notify the Foreign Trade Facility Agent on each Business Day about any expiration or reduction of the Face Amount
of any FCI or Counter-Guarantee issued by it which became effective the preceding Business Day (a “Utilization Reduction Notice”).
With respect to:


 


(A)            an
FCI (other than a Counter-Guarantee or an Indirect FCI) which under its terms expires without any doubt if no demand has been received
by such FCI Issuing Lender on or before a specified expiry date, such FCI Issuing Lender will give a Utilization Reduction Notice on the
Business Day following the effectiveness of the reversal of the FCI, unless such FCI does not qualify for a reversal due to its governing
law and/or jurisdiction (in which case clause (B) below shall apply mutatis mutandis);


 


(B)            an
FCI (other than a Counter-Guarantee or an Indirect FCI) which, under its terms either does not provide for a specific expiry date or does
not otherwise expire without any doubt if no demand for payment has been received by such FCI Issuing Lender on or before a definite expiry
date or in the case of a release of an FCI before the expiry date specified therein, such FCI Issuing Lender will give a Utilization Reduction
Notice (1) as and when the original of the FCI including all amendments, if any, is received by it from the beneficiary or the relevant
Borrower, or (2) after having received any explicit notice of release from the beneficiary in form and substance substantially in
accordance with the form provided in Schedule 2.6(i);


 


(C)            a
Counter-Guarantee, such FCI Issuing Lender will give a Utilization Reduction Notice only upon being unconditionally discharged in writing
from any respective liability by the Indirect FCI Issuing Lender, or upon such FCI Issuing Lender having paid the amount available under
the Counter-Guarantee to the Indirect FCI Issuing Lender; provided that if the FCI Issuing Lender has been prevented from effecting
such payment without delay, the Utilization Reduction Notice is subject to any assertion of damages on account of delay by the Indirect
FCI Issuing Lender;


 






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(D)            an
FCI (other than a Counter-Guarantee or an Indirect FCI) issued in connection with legal proceedings in Germany, such FCI Issuing Lender
will give a Utilization Reduction Notice only upon receipt of the original of the FCI for discharge from the beneficiary or upon the beneficiary’s
consent to the discharge or upon establishment of the expiry of the FCI by an executory order according to §109(2) of the German
Code of Civil Procedure;


 


(E)            an
FCI (other than a Counter-Guarantee or an Indirect FCI), expressly subject to the Uniform Rules for Demand Guarantees, International
Chamber of Commerce Publication No. 758, such FCI Issuing Lender will give a Utilization Reduction Notice if under said rules and
due to the governing law and/or jurisdiction of such FCI a termination of a guarantee would have to be made;


 


(F)            an
FCI (other than a Counter-Guarantee or an Indirect FCI), expressly subject to the Uniform Customs and Practice for Documentary Credits,
2007 Revision, International Chamber of Commerce Publication No. 600 or the International Standby Practices 1998, International
Chamber of Commerce Publication No. 590, such FCI Issuing Lender will give a Utilization Reduction Notice (1) as and when the
original of the FCI including all amendments, if any, is being received by it for cancellation from the beneficiary or the relevant Borrower
prior to its stated expiration date (if any), or (2) after having received any explicit notice of release from the beneficiary in
form and substance substantially in accordance with the form provided in Schedule 2.6(i);


 


(G)            reductions
of an FCI or an Indirect FCI/Counter-Guarantee, such FCI Issuing Lender will give a Utilization Reduction Notice only if (1) the
terms and conditions of any reduction clause of the terms of the FCI are, without any doubt, complied with or if the beneficiary or, in
the case of an Indirect FCI, the Indirect FCI Issuing Lender has certified in writing and unconditionally the reduction of the FCI or
Counter-Guarantee respectively or (2) the FCI Issuing Lender has effected partial payment pursuant to a demand; and


 


(H)            any
FCI in relation to which such FCI Issuing Lender has effected full payment pursuant to a demand so that the beneficiary would not be entitled
to claim any further payment, such FCI Issuing Lender will give a Utilization Reduction Notice.


 


(ii)            If
a claim under an FCI is lodged with the relevant FCI Issuing Lender after such FCI Issuing Lender has given a Utilization Reduction Notice
with respect to such FCI:


 


(A)            such
FCI Issuing Lender shall effect payment only if such payment is expressly authorized by the relevant Borrower or ordered by a court decision,
enforceable in the country where it was rendered; and


 


(B)            the
relevant Borrower shall (1) indemnify such FCI Issuing Lender in accordance with Section 2.6(h) and (2) pay
to such FCI Issuing Lender an amount (without duplication) equal to the FCI Commitment Fee such FCI Issuing Lender would have received
if the relevant FCI or Joint Signature FCI had been outstanding from the date the relevant Utilization Reduction Notice was given until
the date payment in respect of such claim is made by such Borrower to the FCI Issuing Lender in accordance with Section 2.6(h).


 






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(j)            Permitted
Maturity. Each FCI shall have an expiry date that complies with the definition of Permitted Maturity, unless any such FCI does not
provide for a specific expiry date, in which case the Commercial Lifetime of such FCI shall fall within the Permitted Maturity.


 


(k)            Joint
Signature FCIs.


 


(i)            If
a Utilization Request has been made for an FCI to be issued as a Joint Signature FCI, then the relevant Borrower will approach the relevant
beneficiary to ascertain whether such beneficiary is prepared to accept a Joint Signature FCI. In case of the beneficiary’s acceptance,
the Foreign Trade Facility Agent will, in close coordination with such Borrower, select the relevant FCI Issuing Lenders (the “Joint
FCI Issuing Lenders”) prepared to issue the Joint Signature FCI and acceptable to the beneficiary.


 


(ii)            The
Joint FCI Issuing Lenders so selected will then appoint one of the Joint FCI Issuing Lenders to act as their agent (the “Joint
Foreign Trade Facility Agent”) in connection with the Joint Signature FCI acting on terms to be agreed between the Joint FCI
Issuing Lenders and the Joint Foreign Trade Facility Agent pursuant to an agreement substantially in the form of Schedule 2.6(k).
The Joint Foreign Trade Facility Agent shall be responsible for coordinating the Joint FCI Issuing Lenders and shall represent the Joint
FCI Issuing Lenders vis-à-vis the beneficiary, and the Joint Foreign Trade Facility Agent shall be responsible for processing
the Joint Signature FCI. In such capacity, the Joint Foreign Trade Facility Agent shall give to the Foreign Trade Facility Agent the notices
otherwise to be given by each FCI Issuing Lender hereunder, in particular under Sections 2.6(i)(i), 2.6(n)(vi) and
2.6(q).


 


(iii)            Any
liability of the Joint FCI Issuing Lenders under a Joint Signature FCI, and the rights resulting from honoring a demand made thereunder,
shall be several. Each Joint FCI Issuing Lender shall be responsible for the proportionate amount demanded by the beneficiary under a
Joint Signature FCI in the proportion the amount of the Joint Signature FCI allocated to it bears to the total Dollar Equivalent of such
Joint Signature FCI. The Foreign Trade Facility Agent shall, with respect to the determination of the utilization of the individual FCI
Issuing Commitment of each Joint FCI Issuing Lender and with respect to the calculation of any Excess Amount, treat each Joint FCI Issuing
Lender in the Joint Signature FCI as if each Joint FCI Issuing Lender had issued an FCI in the amount equal to the amount of its proportionate
amount of the Joint Signature FCI.


 


(l)            Determination
of Dollar Equivalent. On each Business Day on which any FCI is outstanding under this Agreement, or there is any other FCI Issuing
Lender Exposure, the Foreign Trade Facility Agent shall determine the amount of the Dollar Equivalent of all outstanding FCIs and unreimbursed
FCI Disbursements (in each case adjusted to reflect any repayment, prepayment or reversal of any relevant FCI) on the basis of the foreign
exchange rates for the previous Business Day which shall be determined as follows:


 


(i)            if
the conversion rate of the respective currency into Dollars is published on the internet page “www.db-markets.com” (on
the sub-page “Markets,” sub-page “FX Rates,” sub-page “DB Fixings” or on any other
internet page replacing such internet page), the calculation shall be based on the rates displayed on such internet page; and


 


(ii)            if
the conversion rate of the respective currency into Dollars is not published on the internet page “www.db-markets.com”
(on the sub-page “Markets,” sub-page “FX Rates,” sub-page “DB Fixings” or on any other
internet page replacing such internet page), the calculation shall be based on the previous month’s foreign exchange rates
published on the same internet page on the sub-page “DB Fixings” under the heading “Overview for Historic
Rates” for “End of month prices”.


 






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If the relevant exchange rate
cannot be determined in accordance with clauses (i) or (ii) above, the Foreign Trade Facility Agent shall determine the appropriate
exchange rate in its reasonable discretion.


 


(m)            Cash
Cover.


 


(i)            If,
pursuant to a Daily Report issued on the last Business Day of any calendar month (each a “Rebasing Date”), the aggregate
Dollar Equivalent of the FCI Issuing Lender Exposure of the FCI Issuing Lenders exceeds the aggregate amount of the FCI Issuing Commitments
of the FCI Issuing Lenders by more than $500,000 (any such exceeding amount being the “Excess Amount”), the Foreign
Trade Facility Agent shall notify the FCI Issuing Lenders and the U.S. Borrower in which event each FCI Issuing Lender shall have the
right in its sole discretion to request in writing from the U.S. Borrower, within a period of five Business Days following receipt of
the respective Daily Report, Cash Cover with respect to the amount by which the Dollar Equivalent of the FCI Issuing Lender Exposure of
such FCI Issuing Lender exceeds the aggregate principal amount of such FCI Issuing Commitment of such FCI Issuing Lender, and the U.S.
Borrower shall, within a period of four Business Days following receipt of the demand from such FCI Issuing Lender, provide for Cash Cover
in accordance with clause (iv) below. For the avoidance of doubt, this clause (i) shall be applicable even to the extent any
such Excess Amount results, in whole or in part, from fluctuation of currency exchange rates.


 


(ii)            [Reserved].


 


(iii)            If
in respect of any Rebasing Date subsequent to a Rebasing Date in respect of which Cash Cover had been provided pursuant to clause (i) above
to the applicable FCI Issuing Lender(s), the Excess Amount (as shown in the relevant Daily Report) has been reduced to zero (either through
fluctuation of currency exchange rates or through the reduction or expiration of any FCIs), then the applicable FCI Issuing Lender(s) shall
release the whole or relevant part of the Cash Cover within three Business Days of the relevant Rebasing Date.


 


(iv)            If
a Borrower is obliged to provide for Cash Cover under this Agreement, such Borrower shall pay the relevant amount for which it shall provide
Cash Cover in Dollars or in the Dollar Equivalent of the currency of the respective FCI for which Cash Cover has to be provided to an
account of the applicable FCI Issuing Lender(s), in the name of such Borrower or the U.S. Borrower (at the election of the U.S. Borrower),
to be maintained for the benefit of the applicable FCI Issuing Lender(s) (such deposited amount, the “Cash Cover”).
Such account shall be an interest-bearing account in the name of such Borrower or the U.S. Borrower (at the election of the U.S. Borrower)
and such account shall be pledged to the applicable FCI Issuing Lender(s), as the case may be, on the basis of a pledge agreement in form
and substance reasonably satisfactory to the applicable FCI Issuing Lender(s), as the case may be, and such Borrower or the U.S. Borrower,
as applicable. Notwithstanding the foregoing, no Foreign Subsidiary Borrower shall be required to deposit cash in support of any obligation
of any other Borrower and no collateral or other credit support provided by any Foreign Subsidiary Borrower shall serve as security for
any obligation of any other Borrower.





 


(v)            If
the term of any FCI extends beyond the Foreign Trade Maturity Date or other termination of this Agreement, including if any obligation
of any FCI Issuing Lender with respect to any FCI governed by the laws of the People’s Republic of China or any other Governmental
Authority extends beyond the Foreign Trade Maturity Date or other termination of this Agreement (including any obligation in respect of
any claims period under any FCI that extends beyond the stated expiration date of such FCI), then the applicable Borrower shall, on the
earlier of the Foreign Trade Maturity Date or the date of such other termination of this Agreement, do one of the following: (A) cause
such FCI to be surrendered for cancellation to the applicable FCI Issuing Lender or (B) provide Cash Cover (or other credit support
reasonably satisfactory) to the applicable FCI Issuing Lender in an amount equal to at least 103% of the Dollar Equivalent of the Face
Amount of such FCI or (C) provide the applicable FCI Issuing Lender with a back-up letter of credit or other analogous undertaking
on reasonably acceptable terms and conditions in an amount at least equal to 103% of the Dollar Equivalent of the Face Amount of such
FCI from a financial institution approved by the applicable FCI Issuing Lender or Joint FCI Issuing Lender, if applicable (such approval
not to be unreasonably withheld in accordance with such FCI Issuing Lender’s or Joint FCI Issuing Lender’s existing banking
practice consistently applied). Upon notice to the applicable FCI Issuing Lender of the termination, reduction or expiration (without
any pending drawing) of such FCI, the applicable FCI Issuing Lender shall release the whole or relevant part of the Cash Cover (or other
credit back-stop) within three Business Days of the relevant date of termination, reduction or expiration, and the applicable FCI Issuing
Lender shall use Cash Cover to promptly reimburse any honoring any FCI.


 






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(n)            Fees;
Termination.


 


(i)            FCI
Commitment Fees. The U.S. Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each FCI Issuing Lender, a
commitment fee (the “FCI Commitment Fee”) which shall accrue at the Applicable Rate (unless another rate shall have
been agreed in writing between the U.S. Borrower and the applicable FCI Issuing Lender) on the average daily unused amount of the FCI
Issuing Commitment of such FCI Issuing Lender during the period from and including the Effective Date to but excluding the date on which
such FCI Issuing Commitment terminates. Accrued FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of March,
June, September and December of each year and on the date on which the FCI Issuing Commitments terminate, commencing on the
first such date to occur after the Effective Date. FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days
in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).


 


(ii)            FCI
Fee. The U.S. Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each FCI Issuing Lender, a fee (the “FCI
Fee”) with respect to its issuance of FCIs, which shall accrue at the Applicable Rate (or such other rate as may be agreed in
writing from time to time between the U.S. Borrower and the applicable FCI Issuing Lender) on the average daily Face Amount of each such
FCI issued by such FCI Issuing Lender and outstanding (i.e. unexpired and not terminated) during the period from and including the date
of issuance of any such FCI hereunder and the termination of any such Joint Signature FCI; provided that any such FCI Fees payable
to any FCI Issuing Lender in respect of Trade LCs shall be reduced by the amount of any related FCI Commitment Fee payable in respect
of the FCI Issuing Commitment of such FCI Issuing Lender utilized by the issuance of such Trade LCs. Accrued FCI Fees shall be paid quarterly
in arrears on the last Business Day of March, June, September and December of each year and on the date on which the FCI Issuing
Commitment terminates. FCI Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable
for the actual number of days elapsed (including the first day but excluding the last day).


 


(iii)            FCI
Handling Fee. Each Borrower shall, with respect to the issuance or amendment of any FCI by an FCI Issuing Lender, pay to such FCI
Issuing Lender, quarterly in arrears in accordance with clause (v) below, a handling fee of $150 with respect to each FCI so issued,
and $100 with respect to each FCI so amended, by such FCI Issuing Lender during the previous calendar quarter (the “FCI Handling
Fee”).


 






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(iv)            Other
Fees and Expenses. Each Borrower shall, within three Business Days following written demand from an FCI Issuing Lender that has issued
an FCI for such Borrower, reimburse such FCI Issuing Lender for all reasonable costs (including internal costs) and expenses (including
legal fees) incurred by such FCI Issuing Lender and evidenced to such Borrower in connection with the handling of any claims made against
such FCI Issuing Lender under any FCI issued by it.


 


(v)            Payment
of Foreign Credit Fees. Each FCI Issuing Lender shall notify the Foreign Trade Facility Agent in writing about the amount of all FCI
Handling Fees payable by any Borrower with respect to each previous calendar quarter not later than on the fifth Business Day of each
calendar quarter. In the case of each FCI Issuing Lender, the notification needs to include only the sum of all such fees payable to such
FCI Issuing Lender and the respective amounts owing from each Borrower. The Foreign Trade Facility Agent shall, not later than the seventh
Business Day of each calendar quarter, inform the U.S. Borrower in writing about the aggregate amount of the FCI Handling Fee, as notified
to it by the FCI Issuing Lenders pursuant to the first sentence of this clause (v), and the U.S. Borrower shall pay (or shall cause the
relevant Borrower to pay) such amounts to the Foreign Trade Facility Agent for distribution to the FCI Issuing Lenders not later than
the fifth Business Day following the receipt by the U.S. Borrower of the notification from the Foreign Trade Facility Agent.


 


(vi)            Termination.
(A) With respect to each FCI issued and which is or under which claims are still outstanding (including any FCI in respect of which
the applicable FCI Issuing Lender may be or become obligated for any claims made under such FCI after the stated expiration date of such
FCI) on the earlier of (1) the Foreign Trade Maturity Date or (2) the date of termination or cancellation of the FCI Issuing
Commitments, or (B) if an Event of Default has occurred and is continuing, upon the request of the majority of the FCI Issuing Lenders
to the Foreign Trade Facility Agent, the U.S. Borrower or other relevant Borrower will on such applicable date provide to either the Foreign
Trade Facility Agent or the applicable FCI Issuing Lender(s) (at the election of the U.S. Borrower) Cash Cover or other credit support
reasonably satisfactory to the Foreign Trade Facility Agent or the applicable FCI Issuing Lender(s), as the case may be, in an amount
equal to at least 103% of the Face Amount of all such FCIs. Section 2.6(m)(iv) shall apply mutatis mutandis; provided
that for purposes of the foregoing clause (B), if any Event of Default shall have occurred and any determination needs to be made by the
majority of FCI Issuing Lenders under Article VII whether or not to require Cash Cover or other credit support, any FCI Issuing
Lender shall be excluded for purposes of making a determination of such majority FCI Issuing Lenders if such FCI Issuing Lender notifies
the Foreign Trade Facility Agent that in the good faith judgment of such FCI Issuing Lender failing to so exclude such amounts for such
FCI Issuing Lender would or might violate the German Foreign Trade Act (Außenwirtschaftsgesetz) or EU Regulation (EC) 2271/96.


 


(o)            Cancellation.


 


(i)            The
U.S. Borrower may, by giving to the Administrative Agent, with a copy to the Foreign Trade Facility Agent, not less than 3 Business Days’
prior written notice, cancel the whole or any part (being a minimum of $10,000,000, or a lesser amount in the case of the cancellation
of the entire remaining amount of any FCI Issuing Lender’s FCI Issuing Commitment) of the then unused FCI Issuing Commitments without
premium or penalty (it being understood and agreed that any cancellation of an FCI Issuing Commitment need not be done on a pro rata basis).


 






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(ii)            If
any FCI Issuing Lender claims a payment or indemnification from any Borrower under Section 2.17, the U.S. Borrower may (without
prejudice to such claim), within 30 days thereafter and by not less than 15 days’ prior written notice to the Administrative Agent,
with a copy to the Foreign Trade Facility Agent, cancel such FCI Issuing Lender’s unused FCI Issuing Commitment whereupon such FCI
Issuing Lender shall cease to be obligated to issue further FCIs and its unused FCI Issuing Commitment shall be reduced to zero. The remaining
amount of such FCI Issuing Lender’s FCI Issuing Commitment shall be cancelled automatically in whole, or, as the case may be, in
part with the receipt by the Foreign Trade Facility Agent of the Utilization Reduction Notice(s) with respect to the FCIs issued
by such FCI Issuing Lender and still outstanding.


 


(iii)            Any
notice of cancellation given by the U.S. Borrower pursuant to clause (i) or (ii) above shall be irrevocable and shall specify
the date upon which such cancellation is to be made and the amount of such cancellation; provided that any such notice of cancellation
delivered by the U.S. Borrower may state that such notice is conditioned upon the effectiveness or closing of other credit facilities,
debt financings or Dispositions, in which case such notice may be revoked or the date specified therein extended by the U.S. Borrower
(by notice to the Administrative Agent and the Foreign Trade Facility Agent on or prior to the specified effective date) if such condition
is not satisfied.


 


(iv)            Cancelled
FCI Issuing Commitments cannot be reinstated.


 


(p)            Reports.


 


(i)            The
Foreign Trade Facility Agent shall send to the FCI Issuing Lenders, the U.S. Borrower and the Administrative Agent, via e-mail to the
addresses and persons notified for this purpose by such Persons to the Foreign Trade Facility Agent,


 


(A)            on
each Business Day, a report (the “Daily Report”)


 


(1)            stating
the Dollar Equivalent for all outstanding FCIs (other than Trade LCs) outstanding as determined for such Business Day,


 


(2)            listing,
for each FCI Issuing Lender, as of such Business Day, the Dollar Equivalent of the outstanding FCIs (other than Trade LCs) issued by such
FCI Issuing Lender and the Dollar Equivalent of each such FCI Issuing Lender’s utilized FCI Issuing Commitment (without giving effect
to the issuance of any Trade LCs), and


 


(3)            containing
further information about the utilization of the Foreign Trade Facility (without giving effect to the issuance of any Trade LCs), in substantially
the form set out in Schedule 2.6(p),


 


(B)            on
each Business Day, a daily activity report of the previous Business Day, in a form as substantially set out in Schedule 2.6(p),
and


 






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(C)            not
later than the fifth Business Day of each calendar month, a report stating all expired FCIs and all FCIs expiring within such month, in
each case, without giving effect to the issuance of any Trade LCs.


 


(ii)            The
U.S. Borrower and each FCI Issuing Lender shall inform the Foreign Trade Facility Agent by 5:00 p.m., Düsseldorf time, on the fifth
Business Day following receipt of any such report if it does not agree with any information contained in such report.


 


(iii)            The
applicable Borrowers shall use commercially reasonable efforts to achieve the return of expired FCIs to the applicable FCI Issuing Lenders
and the applicable FCI Issuing Lenders shall (at the applicable Borrower’s cost and expense) use commercially reasonable efforts
to support the applicable Borrower’s efforts to achieve such return.


 


(q)            Unreimbursed
FCI Disbursements. Each FCI Issuing Lender shall promptly notify the Foreign Trade Facility Agent and the Administrative Agent of
any FCI Disbursement of such FCI Issuing Lender that has not been reimbursed by or on behalf of the relevant Borrower and shall include
in such notice (i) the date of the FCI Disbursement, (ii) the name of the relevant Borrower and (iii) the amount (including
the currency) of such FCI Disbursement and the Dollar Equivalent thereof as calculated by such FCI Issuing Lender in accordance with this
Agreement.


 


(r)            Additional
FCI Issuing Lenders. Upon notice to the Administrative Agent and the Foreign Trade Facility Agent, the U.S. Borrower may designate
additional FCI Issuing Lenders to provide additional FCI Issuing Commitments hereunder and/or designate existing FCI Issuing Lenders to
provide an increase to its existing FCI Issuing Commitment hereunder. No Person shall have any obligation hereunder to become such an
additional FCI Issuing Lender or to provide any such additional or increased FCI Issuing Commitment. The FCI Issuing Lender or other Person
that in its sole discretion agrees to provide any such increased or additional FCI Issuing Commitment shall enter into an FCI Issuing
Lender Joinder Agreement with completions reasonably acceptable to the Administrative Agent, the Foreign Trade Facility Agent and the
U.S. Borrower. No such designation shall be made to (i) the Parent, the U.S. Borrower, any Affiliate of the Parent or the U.S. Borrower
or any Subsidiary or (ii) a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of, one or more natural persons). Upon consummation of any such FCI Issuing Lender Joinder Agreement, Schedule 1.1A
shall be deemed revised to reflect the applicable FCI Issuing Commitment added pursuant to such FCI Issuing Lender Joinder Agreement.
If all the conditions precedent to issuance of a new FCI are satisfied, then in lieu of issuing a new FCI, such additional FCI Issuing
Lender may, at the written request of the U.S. Borrower or the applicable Foreign Subsidiary Borrower and with the written consent of
the Foreign Trade Facility Agent, roll into the Foreign Trade Facility an outstanding undertaking that meets all of the requirements to
be an FCI hereunder, in which case such undertaking shall thereafter be treated as if it were issued hereunder, and such FCI Issuing Lender
shall be deemed to represent and warrant that each such FCI that is rolled into the Foreign Trade Facility complies with Section 2.6(c),
Section 2.6(d), Section 2.6(e) and Section 2.6(f), as applicable.


 


Section 2.7     Funding
of Borrowings.


 


(a)            Each
Lender shall make each Loan (other than any Incremental Term Loan) to be made by it hereunder on the proposed date thereof by wire transfer
to the Administrative Agent in same day funds at the Administrative Agent’s Office for the applicable currency most recently designated
by it for such purpose by notice to the Lenders, in immediately available funds, not later than 12:00 noon 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; provided that Swingline Loans shall be made as provided in Section 2.4. The Administrative Agent will make
such Loans available to the relevant Borrower by wiring the amounts so received, in like funds, to an account designated by such Borrower
in the applicable Borrowing Request; provided that (i) ABR Revolving Loans made to finance the reimbursement of a Financial
LC Disbursement as provided in Section 2.5(e)(i) shall be remitted by the Administrative Agent to the applicable Issuing
Lender and (ii) ABR Revolving Loans made to finance the reimbursement of a Non-Financial LC Disbursement as provided in Section 2.5(e)(i) shall
be remitted by the Foreign Trade Facility Agent to the applicable Issuing Lender. Any funding of Incremental Term Loans shall be made
pursuant to such procedures as shall be agreed to by the U.S. Borrower, the relevant Incremental Term Lenders and the Administrative Agent.


 








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(b)            Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such
Lender has made such share available on such date in accordance with Section 2.7(a) and may, in reliance upon such assumption,
make available to the applicable Borrower a corresponding amount in the required currency. 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 with interest thereon in such currency, 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 (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative
Agent to represent its cost of overnight or short-term funds in the relevant currency (which determination shall be conclusive absent
manifest error) or (ii) in the case of a Borrower, the interest rate applicable to such Borrowing. If such Lender pays such amount
to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.


 


Section 2.8     Interest
Elections.


 


(a)            Each
Revolving Borrowing, each Term Loan A Borrowing and each Incremental Term Loan Borrowing initially shall be of the Type specified in the
applicable Borrowing Request and, in the case of a Borrowing of Term SOFR Loans or Alternative Currency Term Rate Loans, shall have an
initial Interest Period as specified in such Borrowing Request. Thereafter, a Borrower may elect to convert such Borrowing to a different
Type or to continue such Borrowing and, in the case of a Borrowing of Term SOFR Loans or Alternative Currency Term Rate Loans, may elect
Interest Periods therefor, all as provided in this Section. A Borrower may elect different options with respect to different portions
of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding the foregoing, a Borrower
may not (i) elect to convert the currency in which any Loans are denominated, (ii) elect to convert Alternative Currencies Loans
to ABR Loans or Term SOFR Loans, (iii) elect an Interest Period for Term SOFR Loans or Alternative Currency Term Rate Loans that
does not comply with Section 2.2(d), (iv) elect to convert any ABR Loans to Term SOFR Loans that would result in the
number of Borrowings exceeding the maximum number of Borrowings permitted under Section 2.2(c), (v) elect an Interest
Period for Term SOFR Loans or Alternative Currency Term Rate Loans unless the aggregate outstanding principal amount of such Loans (including
any such Loans made to such Borrower in the same currency on the date that such Interest Period is to begin) to which such Interest Period
will apply complies with the requirements as to minimum principal amount set forth in Section 2.2(c) or (vi) elect
to convert or continue any Swingline Borrowings.


  


(b)            To
make an election pursuant to this Section, a Borrower shall notify the Administrative Agent of such election by telephone by the time
that a Borrowing Request would be required under Section 2.3 if such Borrower were requesting a Borrowing of Revolving Loans
of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request
shall be irrevocable and shall be confirmed promptly by delivery to the Administrative Agent of a written Interest Election Request in
a form approved by the Administrative Agent and signed by the relevant Borrower. Any Interest Election Request with respect to Term SOFR
Loans or Alternative Currency Term Rate Loans having an Interest Period other than one, three or six months in duration shall be subject
to the same notice and Lender approval requirements as the initial Borrowing thereof.


 






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(c)            Each
telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.3 and
Section 2.8(a): (i) the Borrowing to which such Interest Election Request applies; (ii) the effective date of the
election made pursuant to such Interest Election Request, which shall be a Business Day; (iii) whether the resulting Borrowing is
to be an ABR Borrowing, a Term SOFR Borrowing, an Alternative Currency Daily Rate Borrowing, or an Alternative Currency Term Rate Borrowing,
as applicable; and (iv) if the resulting Borrowing is a Borrowing of Term SOFR Loans or Alternative Currency Term Rate Loans, the
Interest Period to be applicable thereto after giving effect to such election. If any such Interest Election Request requests a Borrowing
of Term SOFR Loans or Alternative Currency Term Rate Loans but does not specify an Interest Period, then the relevant Borrower shall be
deemed to have selected an Interest Period of one month’s duration.


 


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


 


(e)            If
the relevant Borrower fails to deliver a timely Interest Election Request with respect to a Borrowing of Term SOFR Loans prior to the
end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period
such Borrowing shall be converted to an ABR Borrowing. If the relevant Borrower fails to deliver a timely Interest Election Request with
respect to a Borrowing of Alternative Currency Term Rate Loans prior to the end of the Interest Period applicable thereto, then, unless
such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically continue as a Borrowing
of Alternative Currency Term Rate Loans having an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event
of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the U.S. Borrower,
then, so long as an Event of Default is continuing (i) no outstanding Borrowing denominated in Dollars may be converted to or continued
as a Borrowing of Term SOFR Loans, (ii) unless repaid, each Borrowing of Term SOFR Loans shall be converted to an ABR Borrowing at
the end of the Interest Period applicable thereto and (iii) no Borrowing of Alternative Currency Term Rate Loans having an Interest
Period in excess of one month may be made or continued. No Alternative Currency Loan may be converted into or continued as a Revolving
Loan denominated in a different currency, but instead must be repaid in the original currency of such Alternative Currency Loan and reborrowed
in the other currency.


 


Section 2.9     Termination
and Reduction of Commitments.


 


(a)            If
not terminated prior to such date in accordance with the terms of this Agreement, (i) the Revolving Commitments shall terminate on
the Revolving Maturity Date, (ii) the FCI Issuing Commitments shall terminate on the Foreign Trade Maturity Date and (iii) the
Term Loan A Commitments shall terminate on the Effective Date.


 


(b)            The
U.S. Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each
reduction of the Commitments (other than FCI Issuing Commitments) of any Class shall be in an amount that is an integral multiple
of $1,000,000 and not less than $10,000,000, (ii) the U.S. Borrower shall not terminate or reduce (A) the Revolving Commitments
if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.12, the Revolving
Exposure would exceed the aggregate Revolving Commitments, or (B) the FCI Issuing Commitments if the Total Foreign Trade Exposure
would exceed the total FCI Issuing Commitments and (iii) each termination or reduction of FCI Issuing Commitments shall be made in
accordance with Section 2.6(o).


 








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(c)            The
U.S. Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Section 2.9(b) at
least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice
delivered by the U.S. Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the
Commitments delivered by the U.S. Borrower may state that such notice is conditioned upon the effectiveness or closing of other credit
facilities, debt financings or Dispositions, in which case such notice may be revoked or the date specified therein extended by the U.S.
Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination
or reduction of the Commitments shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the
Lenders in accordance with their respective Commitments of such Class.


 


Section 2.10     Evidence
of Debt.


 


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


 


(b)            The
Administrative Agent, on behalf of the Borrowers, shall maintain the Register pursuant to Section 9.4(c) and a subaccount
for each Lender in which it shall record (i) the amount of each Loan made hereunder (whether or not evidenced by a promissory note),
the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal and/or interest due
and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The Foreign Trade Facility Agent
shall maintain records in which it shall record all relevant details about each FCI issued hereunder and, upon the request of the Administrative
Agent, the Foreign Trade Facility Agent shall make such records (or copies thereof) available to the Administrative Agent.


 


(c)            The
entries made in the Register maintained pursuant to Section 2.10(b) shall be prima facie evidence of the existence
and amounts of the obligations recorded therein; provided that the failure of the Administrative Agent to maintain such accounts
or any error therein shall not in any manner affect the obligation of any Borrower to repay the Loans in accordance with the terms of
this Agreement.


 


(d)            Upon
the request of any Lender made through the Administrative Agent, each Borrower 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 (i) in the case of Revolving Loans, be in the form of Exhibit I (a “Revolving Note”), (ii) in
the case of the Term Loan A, be in the form of Exhibit K (a “Term A Note”), (iii) in the case of Swingline
Loans, be in the form of Exhibit L (a “Swingline Note”) and (iv) in the case of Incremental Term Loans,
be in the form of Exhibit M (an “Incremental Term 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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Section 2.11     Repayment
of Loans.


 


(a)            The
U.S. Borrower shall repay any Incremental Term Loans in consecutive installments (which shall be no more frequent than quarterly) as specified
in the applicable Incremental Facility Activation Notice pursuant to which such Incremental Term Loans were made; provided that
the weighted average life to maturity of any Incremental Term Loans shall not be shorter than the then-remaining weighted average life
to maturity of any then-existing Term Loans; provided, further, that, the limitation in the immediately preceding proviso
shall not apply to bridge Indebtedness incurred by the U.S. Borrower, so long as (i) at the initial maturity of such bridge Indebtedness,
such bridge Indebtedness shall automatically convert to (or would be required to be exchanged for) Indebtedness that complies with the
limitation in the immediately preceding proviso, and (ii) the only prepayments required to be made on such bridge Indebtedness shall
be such prepayments as are customary for similar bridge financings in light of then-prevailing market conditions (as determined by the
U.S. Borrower in consultation with the Administrative Agent).


 


(b)            The
U.S. Borrower shall repay (i) the then unpaid principal amount of the Revolving Loans on the Revolving Maturity Date and (ii) the
then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity Date and the first date after such Swingline
Loan is made that is the last Business Day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided
that on each date that a Borrowing of Revolving Loans is made, the U.S. Borrower shall repay all Swingline Loans then outstanding.


 


(c)            [Reserved].


 


(d)            The
U.S. Borrower shall repay the outstanding principal amount of the Term Loan A in quarterly installments on the last Business Day of each
March, June, September and December, in each case, in the respective amounts set forth in the table below (as such installments may
hereafter be adjusted as a result of prepayments made pursuant to Section 2.12) with the outstanding principal balance of
the Term Loan A due in full on the Term Loan A Maturity Date, unless accelerated sooner pursuant to Article VII:


 


	Payment Date (last Business 

Day of):	Principal Repayment

 Installment
	December, 2022	$0.00
	March, 2023	$0.00
	June, 2023	$0.00
	September, 2023	$0.00
	December, 2023	$1,531,250.00
	March, 2024	$1,531,250.00
	June, 2024	$1,531,250.00
	September, 2024	$1,531,250.00
	December, 2024	$3,062,500.00
	March, 2025	$3,062,500.00
	June, 2025	$3,062,500.00
	September, 2025	$3,062,500.00
	December, 2025	$3,062,500.00
	March, 2026	$3,062,500.00
	June, 2026	$3,062,500.00
	September, 2026	$3,062,500.00
	December, 2026	$3,062,500.00
	March, 2027	$3,062,500.00
	June, 2027	$3,062,500.00
	Term Loan A Maturity Date	Outstanding Principal Balance of Term Loan A
	 	 


 








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Section 2.12     Prepayment
of Loans.


 


(a)            Each
Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment,
at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty subject to Section 2.18;
provided that, unless otherwise agreed by the Administrative Agent: (i) such notice must be received by the Administrative
Agent not later than 11:00 a.m. (A) two (2) Business Days prior to any date of prepayment of Term SOFR Loans, (B) four
(4) Business Days prior to the date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of ABR Loans;
(ii) any prepayment of Term SOFR Loans or Alternative Currency Loans shall be in a principal amount of $10,000,000 or a whole multiple
of $1,000,000 in excess thereof; and (iii) any prepayment of ABR Loans shall be in a principal amount of $5,000,000 or a whole multiple
of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall
specify the date, the currency and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative
Currency 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 ratable portion of such prepayment (based on such
Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by a Borrower, such Borrower shall
make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment
of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant
to Section 2.18. Each prepayment of the outstanding Term Loans pursuant to this Section 2.12(a) shall be
applied to the principal repayment installments thereof as directed by the U.S. Borrower. Subject to Section 2.24, such prepayments
shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.


 


(b)            The
U.S. Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with
a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without
premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (i) such notice must be received by the
Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment
shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (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 the U.S.
Borrower, the U.S. Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the
date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with
any additional amounts required pursuant to Section 2.18.


 






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(c)            If
on any date any Net Proceeds are received by or on behalf of the Parent or any Restricted Subsidiary in respect of any Prepayment Event,
the U.S. Borrower shall, within ten Business Days after such Net Proceeds are received, apply an amount equal to the aggregate amount
of such Net Proceeds, first, to prepay the Term Loans in the manner and the order as directed in writing by the U.S. Borrower to
the Administrative Agent (provided that in the case of any excess cash flow mandatory prepayment required in connection with any
Incremental Term Loans as permitted under Section 2.1(b), such prepayment shall be applied ratably to all Term Loans and to
the principal repayment installments thereof on a pro rata basis), and second, after the Term Loans have been paid in full, to
the Revolving Loans as directed in writing by the U.S. Borrower to the Administrative Agent (without a corresponding permanent reduction
in the aggregate Revolving Commitments); provided that, in the case of any event described in clause (a) or clause (b) of
the definition of the term Prepayment Event, if the U.S. Borrower shall deliver to the Administrative Agent a certificate of a Financial
Officer of the U.S. Borrower to the effect that the Parent or the applicable Restricted Subsidiary intends to apply the Net Proceeds from
such event (“Reinvestment Net Proceeds”) within 360 days after receipt of such Net Proceeds, to make Permitted Acquisitions
or Investments permitted by Section 6.5 or acquire real property, equipment or other assets to be used in the business of
the Parent and its Restricted Subsidiaries, and certifying that no Default or Event of Default has occurred and is continuing, then no
prepayment shall be required pursuant to this paragraph in respect of such event except to the extent of any Net Proceeds therefrom that
have not been so applied by the end of such 360-day period (or, with respect to Net Proceeds which are committed to be reinvested within
such 360-day period, except to the extent of any such Net Proceeds that have not been actually reinvested within 180 days after the end
of such 360-day period), at which time a prepayment shall be required in an amount equal to the Net Proceeds that have not been so applied.
Notwithstanding the foregoing, from and after the date during any fiscal year of the Parent on which the aggregate gross proceeds (inclusive
of amounts of the type described in the first parenthetical of Section 6.6(e)) from Dispositions pursuant to Section 6.6(e) received
during such fiscal year exceed the aggregate amount for such fiscal year specified in clause (i) of the proviso in Section 6.6(e),
the Net Proceeds from each subsequent Prepayment Event occurring during such fiscal year resulting from Dispositions pursuant to Section 6.6(e) (and
a ratable amount of Net Proceeds from any Prepayment Event that first causes the aforementioned threshold to be exceeded, which ratable
amount shall be determined by reference to a fraction, the numerator of which shall be the portion of the gross proceeds from such Prepayment
Event representing the excess above such threshold and the denominator of which shall be the aggregate gross proceeds from such Prepayment
Event) may not be treated as Reinvestment Net Proceeds.


 


(d)            If
on any Determination Date relating to the Revolving Facility, (i) the Total Exposure exceeds the aggregate Revolving Commitments
by more than $500,000 due to a fluctuation in currency exchanges, the U.S. Borrower shall, upon notice by the Administrative Agent, within
three Business Days after such Determination Date, prepay (or cause the relevant Foreign Subsidiary Borrower to prepay) Borrowings of
Alternative Currency Loans (or, if no such Borrowings are outstanding, deposit cash collateral pursuant to Section 2.5(j)(ii) with
respect to Alternative Currency Letters of Credit and otherwise in a manner mutually agreed among the U.S. Borrower, the Administrative
Agent and the Foreign Trade Facility Agent) in an aggregate amount such that, after giving effect thereto, the Total Exposure does not
exceed the aggregate Revolving Commitments, (ii) the Total Exposure exceeds the aggregate Revolving Commitments, the U.S. Borrower
shall, without notice or demand, within three Business Days after such Determination Date, prepay Borrowings of Revolving Loans or Swingline
Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral pursuant to Section 2.5(j)(ii) and otherwise
in a manner mutually agreed among the U.S. Borrower, the Administrative Agent and the Foreign Trade Facility Agent) in an aggregate amount
such that, after giving effect thereto, the Total Exposure does not exceed the aggregate Revolving Commitments, and (iii) the aggregate
outstanding amount of all Alternative Currency Loans on such Determination Date, plus the aggregate face amount of all Alternative
Currency Letters of Credit on such Determination Date, plus the aggregate outstanding amount of all Revolving Loans made to Foreign
Subsidiary Borrowers on such Determination Date, exceeds an amount equal to one hundred five percent (105%) of the Global Sublimit then
in effect, the U.S. Borrower shall, upon notice by the Administrative Agent, within three Business Days after such Determination Date,
prepay (or cause the relevant Foreign Subsidiary Borrower to prepay) Borrowings of Alternative Currency Loans, Borrowings of Revolving
Loans made to Foreign Subsidiary Borrowers and/or deposit cash collateral pursuant to Section 2.5(j)(ii) with respect
to Alternative Currency Letters of Credit and otherwise in a manner mutually agreed among the U.S. Borrower, the Administrative Agent
and the Foreign Trade Facility Agent, in an aggregate amount such that, after giving effect thereto, the aggregate outstanding amount
of all Alternative Currency Loans, plus the aggregate face amount of all Alternative Currency Letters of Credit, plus the
aggregate outstanding amount of all Revolving Loans made to Foreign Subsidiary Borrowers, does not exceed an amount equal to one hundred
percent (100%) of the Global Sublimit then in effect.


  






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(e)            A
Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy promptly thereafter) of any prepayment hereunder (i) in
the case of prepayment of a Borrowing of Term SOFR Loans, not later than 11:00 a.m. two Business Days before the date of prepayment,
(ii) in the case of prepayment of a Borrowing of Alternative Currency Loans, no later than 11:00 a.m. four Business Days before
the date of prepayment, (iii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m. on the Business Day of
prepayment or (iv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon on the date of prepayment. Each such
notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid
and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that,
if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated
by Section 2.9, then such notice of prepayment may be revoked (or the date specified therein extended) if such notice of termination
is revoked (or the date specified therein extended) in accordance with Section 2.9. Promptly following receipt of any such
notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof.
Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the
same Type as provided in Section 2.2, except as necessary to apply fully the required amount of a mandatory prepayment.


 


Section 2.13     Certain
Payment Application Matters.


 


(a)            Each
repayment or prepayment of a Borrowing by any Borrower shall be applied ratably to the Loans included in the repaid Borrowing of such
Borrower. It is understood that, in the case of Revolving Loans, the relevant Borrower may select the particular currency of Loans to
be prepaid, and such prepayment shall then be applied ratably to such Loans. Repayments and prepayments of Borrowings shall be accompanied
by accrued interest on the amount repaid.


 


(b)            Each
mandatory prepayment of any Term Loans shall be applied among the Classes of the Term Loans as directed in writing by the U.S. Borrower
to the Administrative Agent and to the installments thereof in each case in the order as directed in writing by the U.S. Borrower to the
Administrative Agent. Any optional prepayment of any Term Loans shall be applied to the installments of the applicable Term Loans in each
case in the order as directed in writing by the U.S. Borrower to the Administrative Agent.


 


Section 2.14     Fees.


 


(a)            The
U.S. Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee (the “Revolving
Commitment Fee”), which shall accrue at the Applicable Rate on the actual daily unused amount of the Revolving Commitment of
such Revolving Lender during the period from and including the Effective Date to but excluding the Revolving Maturity Date. Accrued Revolving
Commitment Fees shall be payable in arrears on the last Business Day of March, June, September and December of each year and
on the Revolving Maturity Date commencing on the first such date to occur after the Effective Date. Revolving Commitment Fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding
the last day). For purposes of computing Revolving Commitment Fees, the Revolving Commitment of a Revolving Lender shall be deemed to
be used to the extent of the outstanding Revolving Loans of such Revolving Lender, the Financial LC Exposure of such Revolving Lender
and the Non-Financial LC Exposure of such Revolving Lender (and the Swingline Exposure of such Revolving Lender shall be disregarded for
such purpose).


 








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(b)            Each
Borrower agrees to pay:


 


(i)            to
the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Financial
Letters of Credit (“Financial Letter of Credit Fees”), which shall accrue at the Applicable Rate on the actual daily
amount of such Lender’s Financial LC Exposure (excluding any portion thereof attributable to unreimbursed Financial LC Disbursements)
during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving
Commitment terminates and the date on which such Lender ceases to have any Financial LC Exposure; provided that any Financial Letter
of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Financial Letter of Credit as to which such
Defaulting Lender has not provided cash collateral satisfactory to the applicable Issuing Lender pursuant to Section 2.5(j)(i) shall
be payable, to the maximum extent permitted by applicable laws, to the other Revolving Lenders in accordance with the upward adjustments
in their respective Applicable Percentages allocable to such Financial Letter of Credit pursuant to Section 2.24(a)(iv), with
the balance of such fee, if any, payable to the applicable Issuing Lender for its own account;


 


(ii)            to
the Foreign Trade Facility Agent for the account of each Revolving Lender a participation fee with respect to its participations in Non-Financial
Letters of Credit (“Non-Financial Letter of Credit Fees”), which shall accrue at the Applicable Rate on the actual
daily amount of such Lender’s Non-Financial LC Exposure (excluding any portion thereof attributable to unreimbursed Non-Financial
LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s
Revolving Commitment terminates and the date on which such Lender ceases to have any Non-Financial LC Exposure; provided that any
Non-Financial Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Non-Financial Letter
of Credit as to which such Defaulting Lender has not provided cash collateral satisfactory to the applicable Issuing Lender pursuant to
Section 2.5(j)(ii) shall be payable, to the maximum extent permitted by applicable laws, to the other Revolving Lenders
in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Non-Financial Letter of Credit
pursuant to Section 2.24(a)(iv), with the balance of such fee, if any, payable to the applicable Issuing Lender for its own
account;


 


(iii)            to
the applicable Issuing Lender a fronting fee, which shall accrue at the rate of (A) with respect to Financial Letters of Credit,
0.125% per annum on the actual daily amount of the Financial LC Exposure (excluding any portion thereof attributable to unreimbursed Financial
LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the
Revolving Commitments and the date on which there ceases to be any Financial LC Exposure, as well as such Issuing Lender’s standard
fees with respect to the issuance, amendment, renewal or extension of any Financial Letter of Credit or processing of drawings thereunder,
and (B) with respect to Non-Financial Letters of Credit, 0.250% per annum on the actual daily amount of the Non-Financial LC Exposure
(excluding any portion thereof attributable to unreimbursed Non-Financial LC Disbursements) during the period from and including the Effective
Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Non-Financial
LC Exposure, as well as such Issuing Lender’s standard fees with respect to the issuance, amendment, renewal, or extension of any
Non-Financial Letter of Credit or processing of drawings thereunder; and


 








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(iv)            to
the applicable FCI Issuing Lender, the fees set forth in Section 2.6(n).


 


Participation fees and fronting fees pursuant
to clauses (i), (ii) and (iii) above accrued through and including the last day of March, June, September and December of
each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective
Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing
after the date on which the Revolving Commitments terminate shall be payable on demand. Except as otherwise provided in Section 2.6(n),
any other fees payable to the applicable Issuing Lender or FCI Issuing Lender pursuant to this Section 2.14(b) shall
be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For the purposes of calculating
the actual daily amount of the Financial LC Exposure or Non-Financial LC Exposure for any period under this Section 2.14(b),
the actual daily amount of the Alternative Currency Financial LC Exposure or Alternative Currency Non-Financial LC Exposure for such period
shall be calculated by multiplying (x) the actual daily balance of each Alternative Currency Letter of Credit (expressed in the currency
in which such Alternative Currency Letter of Credit is denominated) by (y) the Exchange Rate for each such Alternative Currency in
effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriate.


 


(c)            The
U.S. Borrower agrees to pay to BofA Securities, for its own account, fees payable in the amounts and at the times separately agreed in
writing between or among the Parent, the U.S. Borrower and BofA Securities.


 


(d)            The
U.S. Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times specified in
the Fee Letter.


 


(e)            The
U.S. Borrower agrees to pay to the Foreign Trade Facility Agent, for its own account, fees payable in the amounts and at the times specified
in the Deutsche Bank Fee Letter.


 


(f)            All
fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the applicable
Issuing Lender, applicable FCI Issuing Lender or the Foreign Trade Facility Agent, in the case of fees payable to it) for distribution,
in the case of commitment fees and participation fees, to the Lenders entitled thereto. Except as otherwise provided in Section 2.6(n),
fees paid shall not be refundable under any circumstances.


 


Section 2.15     Interest.


 


(a)            Subject
to Section 2.15(c): (i) ABR Loans and Swingline Loans shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Alternate Base Rate plus the Applicable Rate applicable to
ABR Loans; (ii) Term SOFR Loans shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate
per annum equal to Term SOFR for such Interest Period plus the Applicable Rate for Term SOFR Loans; (iii) Alternative Currency
Daily Rate Loans shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum
equal to the applicable Alternative Currency Daily Rate plus the Applicable Rate for Alternative Currency Loans; and (iv) Alternative
Currency Term Rate Loans shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum
equal to the applicable Alternative Currency Term Rate for such Interest Period plus the Applicable Rate for Alternative Currency
Loans.


 








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(b)            [Reserved].


 


(c)            Notwithstanding
the foregoing, if any principal of or interest (or premium, if any) on any Loan or any fee or other amount payable by any Borrower hereunder
is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well
as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise
applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount (except
as specified in Section 2.6(h)(ii)), 2% plus the rate applicable to ABR Revolving Loans as provided in Section 2.15(a) (or,
in the case of amounts denominated in any Alternative Currency under the Revolving Facility, the rate that would apply to Loans in such
currency pursuant to clause (i) above), in each case, with respect to clauses (i) and (ii) above, from the date of such
non-payment until such amount is paid in full (as well after as before judgment).


 


(d)            Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon
termination of the Revolving Commitments, and in the case of the Term Loans, upon the Term Loan A Maturity Date or the Incremental Term
Loan Maturity Date, as applicable; provided that (i) interest accrued pursuant to Section 2.15(c) shall be
payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan
prior to the end of the Revolving Availability Period), accrued interest (and premium, if any) on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Term SOFR Loan or Alternative
Currency Term Rate Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.


 


(e)            All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base
Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap 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,
and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable
Alternate Base Rate, Alternative Currency Daily Rate, Alternative Currency Term Rate or Term SOFR, as applicable, shall be determined
by the Administrative Agent, and such determination shall be conclusive absent manifest error.


 


(f)            If,
as a result of any restatement of or other adjustment to the financial statements of the Parent or for any other reason, the Loan Parties
or the Administrative Agent at the direction of the Required Lenders determine that (i) the Consolidated Leverage Ratio as calculated
by the Loan Parties as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would
have resulted in higher interest and fees for such period, the U.S. Borrower shall immediately and retroactively be obligated to pay to
the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence
of an actual or deemed entry of an order for relief with respect to the U.S. Borrower under the Bankruptcy Code of the United States,
automatically and without further action by any Person), 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, the Foreign Trade Facility Agent, any Lender or the Issuing Lenders, as the case may be, under Section 2.5(c),
Section 2.14(b) or Section 2.15(c) or under Article VII. The U.S. Borrower’s obligations
under this paragraph shall survive the termination of the Commitments of all of the Lenders and the repayment of all other Obligations
hereunder.


 






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(g)            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.


 


Section 2.16     Inability
to Determine Rates.


 


If in connection with any
request for a Term SOFR Loan or an Alternative Currency Loan, or a request for a conversion of ABR Loans to Term SOFR Loans, or a request
for a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, as applicable:


 


(a)            the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i)(A) no Term SOFR Successor
Rate has been determined in accordance with Section 1.10(a) and the circumstances under Section 1.10(a)(i) or
the Term SOFR Scheduled Unavailability Date has occurred, (B) no Successor Rate for the applicable Relevant Rate has been determined
in accordance with Section 1.10(b) and the circumstances under Section 1.10(b)(i) or the Scheduled Unavailability
Date has occurred, as applicable, or (C) adequate and reasonable means do not otherwise exist for determining Term SOFR or the applicable
Relevant Rate, as applicable, for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed
Term SOFR Loan or Alternative Currency Loan, or in connection with an existing or proposed ABR Loan;


 


(b)            the
Administrative Agent is advised by the Required Lenders that Term SOFR or the applicable Relevant Rate, as applicable, for any determination
dates(s) or requested Interest Period, as applicable, do not adequately and fairly reflect the cost to such Lenders (or Lender) of
making or maintaining the applicable Loans (or its Loan) included in the relevant Borrowing for such determination date(s) or Interest
Period; or


 


(c)            the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that a fundamental change has occurred
in the foreign exchange or interbank markets with respect to any Alternative Currency (including changes in national or international
financial, political or economic conditions or currency exchange rates or exchange controls);


 


then the Administrative Agent shall give notice
thereof to the U.S. Borrower and the relevant Lenders by telephone or telecopy as promptly as practicable. Thereafter, (x) the obligation
of the applicable Lenders to make or maintain Term SOFR Loans or the applicable Alternative Currency Loans shall be suspended (to the
extent of the affected Term SOFR Loans, Alternative Currency Loans, Interest Periods or determination date(s), as applicable), and
(y) in the event of a determination described above with respect to the Term SOFR component of the Alternate Base Rate, the utilization
of the Term SOFR component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (or,
in the case of a determination by the Required Lenders described in clause (b) above, until the Administrative Agent upon instruction
of the Required Lenders) revokes such notice. Upon receipt of such notice, (1) the Borrowers may revoke any pending request for a
Borrowing of, conversion to or continuation of the applicable Loans (to the extent of the affected Term SOFR Loans, Alternative Currency
Loans, Interest Periods or determination date(s), as applicable) or, failing that, with respect to any request for a Borrowing of,
conversion to, or continuation of Term SOFR Loans, will be deemed to have converted such request into a request for an ABR Borrowing,
(2) any outstanding affected Term SOFR Loans shall be converted to ABR Loans at the end of their respective applicable Interest Periods,
and (3) any outstanding affected Alternative Currency Loans shall be prepaid in full (such prepayment to occur on the next applicable
Interest Payment Dates, in the case of Alternative Currency Daily Rate Loans, or at the end of the applicable Interest Periods, in the
case of Alternative Currency Term Rate Loans).


 






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Section 2.17     Increased
Costs.


 


(a)            If
any Change in Law shall:


 


(i)            impose,
modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of,
or credit extended by, any Lender;


 


(ii)            subject
any Lender or an Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Taxes imposed as a penalty
for a Lender’s failure to comply with non-U.S. legislation implementing FATCA) 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, any Issuing Lender or any FCI Issuing Lender or the relevant interbank market any other condition affecting this Agreement
or any Term SOFR Loans or Alternative Currency Loans made by such Lender, any Letter of Credit (or any participation therein) or any FCI;


 


and the result of any of the foregoing shall be
to increase the net cost to such Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or
to increase the cost to such Lender, such Issuing Lender or such FCI Issuing Lender of participating in, issuing or maintaining any Letter
of Credit or FCI or to reduce the amount of any sum received or receivable by such Lender, such Issuing Lender or such FCI Issuing Lender
hereunder (whether of principal, interest, premium or otherwise), then each relevant Borrower will pay to such Lender, such Issuing Lender
or such FCI Issuing Lender such additional amount or amounts as will compensate such Lender, such Issuing Lender or such FCI Issuing Lender,
as the case may be, for such additional costs actually incurred or reduction suffered; provided that such Lender shall only be
entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly
situated borrowers in comparable credit facilities.


 


(b)            If
any Lender, any Issuing Lender or any FCI Issuing Lender determines that any Change in Law regarding capital or liquidity requirements
has or would have the effect of reducing the rate of return on such Person’s capital or on the capital of such Person’s holding
company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit or FCIs held by, such
Lender, or the Letters of Credit issued by such Issuing Lender, or the FCIs issued by such FCI Issuing Lender, to a level below that which
such Lender, such Issuing Lender or such FCI Issuing Lender or such Lender’s, such Issuing Lender’s or such FCI Issuing Lender’s
holding company could have achieved but for such Change in Law (taking into consideration such Person’s policies and the policies
of such Person’s holding company with respect to capital adequacy or liquidity), then from time to time the relevant Borrower will
pay to such Lender, such Issuing Lender or such FCI Issuing Lender, as the case may be, such additional amount or amounts as will compensate
such Person or such Person’s holding company for any such reduction actually suffered; provided that such Lender shall only
be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly
situated borrowers in comparable credit facilities.


 


(c)            If
any Lender, any Issuing Lender or any FCI Issuing Lender incurs any Mandatory Costs attributable to the Obligations, then from time to
time the U.S. Borrower will pay (or cause the applicable Foreign Subsidiary Borrower to pay) to such Lender, such Issuing Lender or such
FCI Issuing Lender, as the case may be, such Mandatory Costs. Such amount shall be expressed as a percentage rate per annum and shall
be payable on the full amount of the applicable Obligations.


 








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(d)            A
certificate of a Lender, an Issuing Lender or an FCI Issuing Lender setting forth in reasonable detail the basis for and computation of
the amount or amounts necessary to compensate such Person or its holding company, as the case may be, as specified in Section 2.17(a),
Section 2.17(b) or Section 2.17(c) shall be delivered to the relevant Borrower and shall be conclusive
absent manifest error. Such Borrower shall pay such Lender, such Issuing Lender or such FCI Issuing Lender the amount shown as due on
any such certificate within 10 days after receipt thereof. All amounts payable by any Borrower pursuant to Section 2.17(a) or
Section 2.17(b) shall be deemed to constitute interest expense in respect of the Loans.


 


(e)            Failure
or delay on the part of any Lender, any Issuing Lender or any FCI Issuing Lender to demand compensation pursuant to this Section shall
not constitute a waiver of such Person’s right to demand such compensation; provided that no Borrower shall be required to
compensate a Lender, an Issuing Lender or an FCI Issuing Lender pursuant to this Section for any increased costs or reductions incurred
more than 270 days prior to the date that such Person notifies such Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Person’s intention to claim compensation therefor; provided further that, if the Change in Law
giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include
the period of retroactive effect thereof.


 


Section 2.18     Break
Funding Payments.


 


In the event of (a) the
payment of any principal of any Term SOFR Loan or Alternative Currency Term Rate Loan other than on the last day of an Interest Period
applicable thereto (including as a result of an Event of Default), (b) the conversion of any Term SOFR Loan or Alternative Currency
Term Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue
or prepay any Revolving Loan, all or any portion of the Term Loan A, or any Incremental Term Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.12(d) and is revoked in accordance
therewith), (d) the assignment of any Term SOFR Loan or any Alternative Currency Term Rate Loan other than on the last day of the
Interest Period applicable thereto as a result of a request by the U.S. Borrower pursuant to Section 2.21 or (e) any
failure by the U.S. Borrower or the applicable Foreign Subsidiary 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, then, in any such event, the relevant Borrower shall compensate each Lender for the loss, cost and expense actually incurred
that is attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender
to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event
not occurred, at the applicable rate of interest that would have been applicable to such Loan, for the period from the date of such event
to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period
that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount
for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the
relevant currency of a comparable amount and period from other banks in the relevant market. A certificate of any Lender setting forth
in reasonable detail the basis for and computation of any amount or amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to the relevant Borrower and shall be conclusive absent manifest error, and shall be so delivered as promptly as reasonably
practicable after such Lender obtains actual knowledge of such amount.


 






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Section 2.19     Taxes.


 


(a)            Any
and all payments by or on account of any obligation of any Borrower hereunder or under any other Loan Document shall be made free and
clear of and without deduction for any Indemnified Taxes; provided that if a Borrower shall be required to deduct any Indemnified
Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) the relevant Agent or the relevant Lender receives an amount equal
to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such
Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.


 


(b)            In
addition, each Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law and indemnify
the Lender from and against any Other Taxes and any penalties, interest and reasonable expenses arising therefrom or with respect thereto.


 


(c)            Each
Borrower shall indemnify each Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified
Taxes paid by such Agent or such Lender or required to be withheld or deducted from a payment to such recipient (including Indemnified
Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and 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 setting forth in reasonable detail the basis for and computation of the amount of such
payment or liability delivered to a Borrower by a Lender, or by an Agent on its own behalf or on behalf of a Lender, shall be conclusive
absent manifest error, and shall be so delivered as promptly as reasonably practicable after such Lender or such Agent, as the case may
be, obtains actual knowledge of such amount.


 


(d)            As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Borrower to a Governmental Authority, such Borrower shall
deliver to the relevant Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment,
a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to such Agent.


 


(e)            Each
Agent and each Lender that is not a United States person within the meaning of Section 7701(a)(30) of the Code (a “Non-U.S.
Recipient”) shall, to the extent it is legally entitled to do so, deliver to the U.S. Borrower and each Agent, on or before
the date on which it becomes a party to this Agreement either:


 


(A)            two
duly completed and signed original copies of either Internal Revenue Service Form W-8BEN (including Form W-8BEN-E, as applicable)
or Internal Revenue Service Form W-8ECI (relating to such Non-U.S. Recipient and entitling it to a complete exemption from or reduction
of withholding of United States federal income taxes on all amounts to be received by such Non-U.S. Recipient pursuant to this Agreement
and the other credit documents), or successor and related applicable forms, as the case may be (including, where applicable any such forms
required to be provided to certify to such exemption on behalf of such Non-U.S. Recipient’s beneficial owners); or


 


(B)            in
the case of a Non-U.S. Recipient claiming the benefit of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a statement in the form of Exhibit C (and any similar statements required to certify to the exemption of its beneficial
owners) or such other form of statement as shall be reasonably requested by the U.S. Borrower from time to time to the effect that such
Non-U.S. Recipient (and, where applicable, its beneficial owners) is eligible for a complete exemption from withholding of United States
federal income taxes under Code Section 871(h) or 881(c), and (y) two duly completed and signed original copies of Internal
Revenue Service Form W-8BEN (or W-8BEN-E) or successor and related applicable forms (including, where applicable, copies of such
forms with respect to such entity’s beneficial owners).


 








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Further, each Non-U.S.
Recipient agrees (i) to deliver to the U.S. Borrower and each Agent, and if applicable, the assigning Lender two further duly completed
and signed original copies of such Forms W-8BEN (or W-8BEN-E) or W-8ECI, as the case may be (and, where applicable, any such forms on
behalf of its beneficial owners) or successor and related applicable forms, on or before the date that any such form expires or becomes
obsolete and promptly after the occurrence of any event requiring a change from the most recent form(s) previously delivered by it
to the U.S. Borrower in accordance with applicable U.S. laws and regulations, (ii) in the case of a Non-U.S. Recipient that delivers
a statement in the form of Exhibit C (or such other form of statement as shall have been requested by the U.S. Borrower),
to deliver to the U.S. Borrower and each Agent, and if applicable, the assigning Lender, such statement (and where applicable, any such
statements from its beneficial owners) on the two year anniversary of the date on which such Non-U.S. Recipient became a party to this
Agreement and to deliver promptly to the U.S. Borrower and each Agent, such additional statements and forms as shall be reasonably requested
by the U.S. Borrower or such Agent from time to time, and (iii) to notify promptly the U.S. Borrower and each Agent if it (or, as
applicable, its beneficial owners) is no longer able to deliver, or if it is required to withdraw or cancel, any form of statement previously
delivered by it pursuant to this Section 2.19(e). Notwithstanding anything herein to the contrary, no Non-U.S. Recipient shall
be required to provide any forms, certification or documentation which it is not legally entitled or able to deliver.


 


(f)            Each
Agent that is a United States person within the meaning of Section 7701(a)(30) of the Code and each Lender which is not a Non-U.S.
Recipient shall deliver to U.S. Borrower and each Agent (and if applicable the assigning or participating Lender) two duly completed and
signed original copies of Internal Revenue Service Form W-9 (or applicable successor form) certifying that such party is exempt from
U.S. federal backup withholding. Each Agent and each such Lender shall deliver to the U.S. Borrower and each Agent two further duly completed
and signed forms (or successor form) at or before the time any such form becomes obsolete.


 


(g)            [Reserved].


 


(h)            If
any Agent or any Lender determines, in its sole discretion, that it has received a refund in respect of Indemnified Taxes or Other Taxes
paid by a Borrower, it shall promptly pay such refund, together with any other amounts paid by such Borrower in connection with such refunded
Indemnified Taxes or Other Taxes, to such Borrower, net of all out-of-pocket expenses incurred in obtaining such refund; provided
that each Borrower agrees to promptly return such refund to the applicable Agent or the applicable Lender as the case may be, if it receives
notice from the applicable Agent or applicable Lender that such Agent or Lender is required to repay such refund. This paragraph shall
not be construed to require any Agent or any Lender to make available its tax returns (or any other information that it deems confidential)
to the applicable Borrower or any Person.


 


(i)            If
any Agent or any Lender is entitled to an exemption from or reduction in the rate of the imposition, deduction or withholding of any Indemnified
Tax or Other Tax under the laws of the jurisdiction in which a Foreign Subsidiary Borrower is organized or engaged in business, or any
treaty to which such jurisdiction is a party, with respect to payments under this Agreement or any other Loan Document, then such Agent
or such Lender (as the case may be) shall deliver to such Foreign Subsidiary Borrower or the relevant Governmental Authority, in the manner
and at the time or times prescribed by applicable law or as reasonably requested by the Foreign Subsidiary Borrower, such properly completed
and executed documentation prescribed by applicable law or reasonably requested by such Foreign Subsidiary Borrower as will permit such
payments to be made without the imposition, deduction or withholding of such Indemnified Tax or Other Tax or at a reduced rate; provided
that such Agent or such Lender is legally entitled to complete, execute and deliver such documentation and in its reasonable judgment
such completion, execution or submission would not materially prejudice its commercial or legal position or require disclosure of information
it considers confidential or proprietary. The U.S. Borrower or such Foreign Subsidiary Borrower shall use commercially reasonable efforts
to take such actions as are requested by any Agent or any Lender to obtain the benefits of any exemption from or reduction in the rate
of any Indemnified Tax, Other Tax or Excluded Tax.


 








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(j)            If
a payment made to a Lender or an Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding Tax
imposed by FATCA, such Agent or such Lender, as the case may be, shall deliver to the U.S. Borrower and each Agent at such time or times
reasonably requested by the U.S. Borrower or an Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of
the Code) and such additional documentation reasonably requested by a Borrower or an Agent as may be necessary for such Borrower and such
Agent to comply with their obligations under FATCA and to determine whether such Agent and such Lender have complied with such Agent’s
and such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes
of this paragraph, “FATCA” shall include any amendments made to FATCA after the Effective Date.


 


Section 2.20     Payments
Generally; Pro Rata Treatment; Sharing of Set-offs.


 


(a)            Each
Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest,
premium, fees, reimbursement of LC Disbursements, reimbursement of FCI Disbursements, or of amounts payable under Section 2.17,
Section 2.18 or Section 2.19, or to provide Cash Cover, or otherwise) prior to the time expressly required hereunder
or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 12:00 noon, local time), on the
date when due, in same day funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion
of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest
thereon. All such payments shall be made to the Administrative Agent at the Administrative Agent’s Office, except as otherwise expressly
provided herein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business
Day, the date for payment thereof shall be extended to the next Business Day, and, in the case of any payment accruing interest, interest
thereon shall be payable to but excluding such Business Day. Except as otherwise specified in this Agreement, each such payment (other
than (i) principal of and interest on Loans and LC Disbursements denominated in an Alternative Currency, which shall be made in the
applicable Alternative Currency, except as otherwise specified in Section 2.5(e) and (ii) payments in respect of
the FCIs and FCI Disbursements thereunder, which shall be made in the currency applicable to such FCI) shall be made in Dollars.


 


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


 






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


 


(d)            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 any of them) or the Issuing Lenders (or any one of them) 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 relevant Lenders or the relevant Issuing Lenders, as applicable the amount due.
With respect to any payment that any Agent makes for the account of the Lenders, any Issuing Lender, or any FCI Issuing Lender hereunder
as to which such Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such
payment referred to as a “Rescindable Amount”): (i) the applicable Borrower has not in fact made such payment;
(ii) such Agent has made a payment in excess of the amount so paid by such Borrower (whether or not then owed); or (iii) such
Agent has for any reason otherwise erroneously made such payment; then each of the Lenders, the applicable Issuing Lenders or the applicable
FCI Issuing Lenders, as the case may be, severally agrees to repay to such Agent forthwith on demand the Rescindable Amount so distributed
to such Lender, such Issuing Lender or such FCI Issuing Lender, 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 such Agent, at the greater of the Federal Funds Effective
Rate and a rate determined by such Agent to represent its cost of overnight or short-term funds in the relevant currency (which determination
shall be conclusive absent manifest error).


 






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(e)            If
any Lender shall fail to make any payment required to be made by it to the Administrative Agent, the Swingline Lender or any Issuing Lender,
then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received
by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations until all such unsatisfied obligations
are fully paid.


 


Section 2.21     Mitigation
Obligations; Replacement of Lenders.


 


(a)            If
any Lender or the Foreign Trade Facility Agent requests compensation under Section 2.17, or if any Borrower is required to
pay any additional amount to any Lender or the Foreign Trade Facility Agent or any Governmental Authority for the account of any Lender
or the Foreign Trade Facility Agent pursuant to Section 2.19, then, in the case of a Lender, such Lender shall use reasonable
efforts to designate a different Lending Office for funding or booking its Loans hereunder or, in the case of a Lender or the Foreign
Trade Facility Agent, such party will use reasonable efforts to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender or the Foreign Trade Facility Agent, as applicable, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 2.17 or Section 2.19, as the case may be,
in the future and (ii) would not subject such Lender or the Foreign Trade Facility Agent, as applicable, to any unreimbursed cost
or expense and would not otherwise be disadvantageous to such Lender or the Foreign Trade Facility Agent. Each Borrower hereby agrees
to pay all reasonable costs and expenses incurred by any Lender or the Foreign Trade Facility Agent in connection with any such designation
or assignment.


 


(b)            If
(i) any Lender (other than an FCI Issuing Lender) or the Foreign Trade Facility Agent requests compensation under Section 2.17,
(ii) any Borrower is required to pay any additional amount to any Lender or the Foreign Trade Facility Agent or any Governmental
Authority for the account of any Lender or the Foreign Trade Facility Agent pursuant to Section 2.19, (iii) any Lender
is a Defaulting Lender, (iv) any Lender becomes a “Non-Consenting Lender” (as defined below), or (v) any Lender
is a non-extending Lender pursuant to Section 2.1(c) or Section 2.6(b), then the U.S. Borrower may, at its
sole expense and effort, upon notice to such Lender (other than an FCI Issuing Lender in the case of applicability of clause (i) above)
or the Foreign Trade Facility Agent, as applicable, and the Administrative Agent, require such Lender (other than an FCI Issuing Lender
in the case of applicability of clause (i) above) or the Foreign Trade Facility Agent (in the case of clause (i) or clause (ii) above
as such clauses relate to the Foreign Trade Facility Agent) to assign and delegate, without recourse (in accordance with and subject to
the restrictions contained in Section 9.4), all its interests, rights and obligations under this Agreement to an assignee
that shall assume such obligations (which assignee, in the case of a Lender, may be another Lender, if a Lender accepts such assignment);
provided that (A) the U.S. Borrower shall have received the prior written consent of the Administrative Agent, which consent
shall not unreasonably be withheld, (B) such Lender or the Foreign Trade Facility Agent, as applicable, shall have received payment
of an amount equal to the outstanding principal of its Loans, FCI Disbursements, participations in LC Disbursements and participations
Swingline Loans, accrued interest (and premium, if any) thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding principal and accrued interest and fees) or such Borrower (in the case of all other amounts)
and (C) in the event of a replacement of a Non-Consenting Lender, in order for the U.S. Borrower to be entitled to replace such a
Lender, such replacement must take place no later than 120 days after the date the Non-Consenting Lender shall have notified the U.S.
Borrower and the Administrative Agent of its failure to agree to any requested consent, waiver or amendment. Neither a Lender nor the
Foreign Trade Facility Agent shall be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling a Borrower to require such assignment and delegation cease to apply. In the event
that (x) the U.S. Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions
of the Loan Documents or to agree to any amendment thereto (including extensions of any maturity date) or to approve a request that Revolving
Loans be made, or Letters of Credit and FCIs be issued, in a currency other than those specifically listed in the definition of “Alternative
Currency”, (y) the consent, waiver, amendment or request in question requires the agreement of all Lenders (or of a particular
affected Lender) in accordance with the terms of Section 1.9(a), Section 2.6(b) or Section 9.2
and (z) if required, the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to
such consent, waiver or amendment shall be deemed a “Non-Consenting Lender”.


 








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Section 2.22     Change
in Law.


 


Notwithstanding any other
provision of this Agreement, if, after the Effective Date:


 


(a)            (i) any
Change in Law shall make it unlawful for any Issuing Lender to issue Letters of Credit denominated in an Alternative Currency, or any
Revolving Lender to make Revolving Loans denominated in an Alternative Currency, or any FCI Issuing Lender to issue any FCIs, or (ii) there
shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or
any change in exchange controls) or currency exchange rates that would make it impracticable for any Issuing Lender to issue Letters of
Credit denominated in such Alternative Currency for the account of a Borrower, or any Revolving Lender to make Revolving Loans denominated
in an Alternative Currency, or any FCI Issuing Lender to issue any FCIs, then, in the case of this clause (a), by prompt written notice
thereof to the U.S. Borrower and to the Administrative Agent (which notice shall be withdrawn whenever such circumstances no longer exist),
(A) such Issuing Lender may declare that Letters of Credit will not thereafter be issued by it in the affected Alternative Currency
or Alternative Currencies, whereupon the affected Alternative Currency or Alternative Currencies shall be deemed (for the duration of
such declaration) not to constitute an Alternative Currency for purposes of the issuance of Letters of Credit by such Issuing Lender,
(B) such Revolving Lender may declare that Revolving Loans will not thereafter be made by it in the affected Alternative Currency
or Alternative Currencies, whereupon the affected Alternative Currency or Alternative Currencies shall be deemed (for the duration of
such declaration) not to constitute an Alternative Currency for purposes of the making of Revolving Loans by such Revolving Lender, and
(C) such FCI Issuing Lender may declare that such affected FCIs will not thereafter be issued by it and the commitment of such FCI
Issuing Lender to issue such affected FCIs shall forthwith be cancelled (for the duration of such declaration); or


 


(b)            any
Law shall make it unlawful, or any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office
to make, maintain or fund Loans whose interest is determined by reference to SOFR, Term SOFR or any Relevant Rate, or to determine or
charge interest rates based upon SOFR, Term SOFR or any Relevant Rate, then by prompt written notice thereof to the U.S. Borrower and
to the Administrative Agent (which notice shall be withdrawn whenever such circumstances no longer exist), (i) any obligation of
such Lender to make or continue Term SOFR Loans or Alternative Currency Loans in the affected currency or currencies or, in the case of
Term SOFR Loans, to convert ABR Loans to Term SOFR Loans, shall be suspended, and (ii) if such notice asserts the illegality of such
Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Term SOFR component of the Alternate
Base Rate, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative
Agent without reference to the Term SOFR component of the Alternate Base Rate, in each case until such Lender notifies the Administrative
Agent and the U.S. Borrower that the circumstances giving rise to such determination no longer exist; and, upon receipt of such notice
specified in the foregoing clause (b), (A) the U.S. Borrower shall, upon demand from such Lender (with a copy to the Administrative
Agent), prepay in full such Term SOFR Loans or Alternative Currency Loans then outstanding (which prepayment shall be made (x) with
respect to Term SOFR Loans or Alternative Currency Term Rate Loans, on the last day of the relevant Interest Periods of such Loans, 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 to such day, and (y) with respect to Alternative Currency Daily Rate Loans, on the next Interest Payment Date for such
Loans, 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 to such day) or, if applicable and such Loans are Term SOFR Loans, convert such Term SOFR Loans of such Lender
to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative
Agent without reference to the Term SOFR component of the Alternate Base Rate), either on the last day of the Interest Period therefor,
if such Lender may lawfully continue to maintain such Term SOFR Loans to such day, or immediately, if such Lender may not lawfully continue
to maintain such Term SOFR Loans, and (B) if such notice asserts the illegality of such Lender determining or charging interest rates
based upon Term SOFR, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to
such Lender without reference to the 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 Term SOFR (and, upon any such prepayment or conversion,
the U.S. Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required
pursuant to Section 2.18).


 








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Section 2.23     Foreign
Subsidiary Borrowers.


 


(a)            Subject
to the consent of the Administrative Agent and each Revolving Lender (such consent not to be unreasonably withheld, delayed or conditioned),
the U.S. Borrower may designate any Restricted Subsidiary that is a Foreign Subsidiary of the U.S. Borrower as a Foreign Subsidiary Borrower
under the Revolving Facility by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Foreign Subsidiary,
the U.S. Borrower and the Administrative Agent and upon such delivery such Foreign Subsidiary shall for all purposes of this Agreement
and the other Loan Documents be a Foreign Subsidiary Borrower under the Revolving Facility and a party to this Agreement until the U.S.
Borrower shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Foreign
Subsidiary, whereupon such Foreign Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Revolving Facility. Notwithstanding
the preceding sentence, no such Borrowing Subsidiary Termination will become effective as to any Foreign Subsidiary Borrower under the
Revolving Facility at a time when any Obligations of such Foreign Subsidiary Borrower shall be outstanding thereunder or any Letters of
Credit issued for the account of such Foreign Subsidiary Borrower shall be outstanding (which shall not have been cash collateralized
in a manner consistent with the terms of Section 2.5(j)); provided that such Borrowing Subsidiary Termination shall
be effective to terminate such Foreign Subsidiary Borrower’s right to make further borrowings under the Revolving Facility. As of
the Effective Date, there are no Foreign Subsidiary Borrowers with respect to the Revolving Facility.


 


(b)     (i)     Subject
to the consent of the Foreign Trade Facility Agent, the Administrative Agent and each FCI Issuing Lender (such consent not to be unreasonably
withheld, delayed or conditioned), the U.S. Borrower may designate any Restricted Subsidiary that is a Foreign Subsidiary of the U.S.
Borrower as a Foreign Subsidiary Borrower under the Foreign Trade Facility by delivery to the Foreign Trade Facility Agent and the Administrative
Agent of a Borrowing Subsidiary Agreement executed by such Foreign Subsidiary, the U.S. Borrower, the Foreign Trade Facility Agent and
the Administrative Agent and upon such delivery such Foreign Subsidiary shall for all purposes of this Agreement and the other Loan Documents
be a Foreign Subsidiary Borrower under the Foreign Trade Facility and a party to this Agreement until the U.S. Borrower shall have executed
and delivered to the Foreign Trade Facility Agent and the Administrative Agent a Borrowing Subsidiary Termination with respect to such
Foreign Subsidiary, whereupon such Foreign Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Foreign Trade Facility.
As of the Effective Date, there are no Foreign Subsidiary Borrowers with respect to the Foreign Trade Facility.


 






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(ii)            Notwithstanding
the preceding clause (i), no such Borrowing Subsidiary Termination will become effective as to any Foreign Subsidiary Borrower under
the Foreign Trade Facility at a time when any Obligations of such Foreign Subsidiary Borrower shall be outstanding thereunder or any
applicable FCIs issued for the account of such Foreign Subsidiary Borrower shall be outstanding (which shall not have been cash collateralized
or otherwise supported in a manner consistent with the terms of Section 2.6(m)(iv) or the obligations of such Foreign
Subsidiary Borrower in respect of each outstanding FCI shall not have been assumed by the U.S. Borrower or another Foreign Subsidiary
Borrower pursuant to a written assumption agreement in form and substance reasonably satisfactory to the U.S. Borrower, such terminated
Foreign Subsidiary Borrower, any Foreign Subsidiary Borrower that assumes obligations of such terminated Foreign Subsidiary Borrower,
and the Foreign Trade Facility Agent); provided that such Borrowing Subsidiary Termination shall be effective to terminate such
Foreign Subsidiary Borrower’s right to request further FCIs or other extensions of credit under the Foreign Trade Facility.


 


(c)            For
the avoidance of doubt, no Foreign Subsidiary Borrower shall be liable for the Obligations (other than the Obligations of such Foreign
Subsidiary Borrower).


 


(d)            The
Administrative Agent shall promptly notify the Revolving Lenders of any Foreign Subsidiary Borrower added or terminated pursuant to Section 2.23(a),
and the Foreign Trade Facility Agent shall promptly notify each FCI Issuing Lender of any Foreign Subsidiary Borrower added or terminated
pursuant to Section 2.23(b).


 


(e)            Notwithstanding
anything to the contrary set forth in this Section 2.23: (i) no Foreign Subsidiary Borrower shall become a Foreign Subsidiary
Borrower under the Revolving Facility until such time as (A) the Administrative Agent and each Revolving Lender shall have completed
 “know your customer” due diligence with respect to such proposed Foreign Subsidiary Borrower, and the U.S. Borrower shall
have provided to the Administrative Agent and each Revolving Lender the documentation and other information requested by the Administrative
Agent or such Revolving Lender in order to comply with applicable law, including the PATRIOT Act, Sanctions, the United States Foreign
Corrupt Practices Act of 1977, the applicable European Union or German acts and ordinance such as the German Anti-Money-Laundering-Act
(“Geldwäschegesetz”), and the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes
(“Außenwirtschaftsverordnung”)), and (B) if such proposed Foreign Subsidiary Borrower qualifies as a
 “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent and each Revolving Lender shall
have received, to the extent requested by the Administrative Agent or such Revolving Lender, a Beneficial Ownership Certification with
respect to such proposed Foreign Subsidiary Borrower; and (ii) no Foreign Subsidiary Borrower shall become a Foreign Subsidiary Borrower
under the Foreign Trade Facility until such time as (A) the Administrative Agent, the Foreign Trade Facility Agent and each FCI Issuing
Lender shall have completed “know your customer” due diligence with respect to such proposed Foreign Subsidiary Borrower,
and the U.S. Borrower shall have provided to the Administrative Agent, the Foreign Trade Facility Agent and each FCI Issuing Lender the
documentation and other information requested by the Administrative Agent, the Foreign Trade Facility Agent or such FCI Issuing Lender
in order to comply with applicable law, including the PATRIOT Act, Sanctions, the United States Foreign Corrupt Practices Act of 1977,
the applicable European Union or German acts and ordinance such as the German Anti-Money-Laundering-Act (“Geldwäschegesetz”),
and the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (“Außenwirtschaftsverordnung”)),
and (B) if such proposed Foreign Subsidiary Borrower qualifies as a “legal entity customer” under the Beneficial Ownership
Regulation, the Administrative Agent, the Foreign Trade Facility Agent and each FCI Issuing Lender shall have received, to the extent
requested by the Administrative Agent, the Foreign Trade Facility Agent or such FCI Issuing Lender, a Beneficial Ownership Certification
with respect to such proposed Foreign Subsidiary Borrower.


 






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Section 2.24     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 laws:


 


(i)            Waivers
and Amendment. The 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 Section 9.2 and in the definition of “Required Lenders”.


 


(ii)            Reallocation
of Payments. Any payment of principal, interest, fees or other amounts received by any Agent for the account of a Defaulting Lender
(whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available
to such Agent by that Defaulting Lender pursuant to Section 9.8), 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 that Defaulting Lender to the Agents hereunder;
second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any Issuing Lender or the Swingline
Lender hereunder; third, if so determined by the Administrative Agent or requested by the U.S. Borrower or any Issuing Lender or
the Swingline Lender, to be held as cash collateral for future funding obligations of that Defaulting Lender of any participation in any
Letter of Credit or Swingline Loan; fourth, as the U.S. Borrower may request (so long as no Default or Event of Default exists),
to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement,
as determined by the Administrative Agent or Foreign Trade Facility Agent, as applicable; fifth, if so determined by the Administrative
Agent or Foreign Trade Facility Agent, as applicable, or requested by the U.S. Borrower, to be held in a non-interest bearing deposit
account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the
payment of any amounts owing to the Lenders, any Issuing Lender or the Swingline Lender as a result of any judgment of a court of competent
jurisdiction obtained by any Lender, any Issuing Lender or the Swingline Lender against that Defaulting Lender as a result of that Defaulting
Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the
payment of any amounts owing to the U.S. Borrower as a result of any judgment of a court of competent jurisdiction obtained by the U.S.
Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement;
and eighth, to that 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 unreimbursed LC Disbursements in respect of which that Defaulting Lender
has not fully funded its appropriate share and (y) such Loans or unreimbursed LC Disbursements were made at a time when the conditions
set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and unreimbursed
LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or unreimbursed
LC Disbursements, owed to, that Defaulting Lender. 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 pay other amounts or post cash collateral pursuant to this Section 2.24(a)(ii) shall
be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.


 






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(iii)            Certain
Fees. The Defaulting Lender (x) shall not be entitled to receive any fees pursuant to Section 2.14(a) or Section 2.14(b) for
any period during which such Lender is a Defaulting Lender (and the U.S. Borrower and other Borrowers shall not be required to pay any
such fee that otherwise would have been required to have been paid to such Defaulting Lender) and (y) shall be limited in its right
to receive Financial Letter of Credit Fees, Non-Financial Letter of Credit Fees and any of the fees described in Section 2.6(n) to
the extent as provided in Section 2.24(b).


 


(iv)            Reallocation
of Applicable Revolving Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes
of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Financial Letters
of Credit, Non-Financial Letters of Credit or Swingline Loans, the “Applicable Revolving Percentage” of each non-Defaulting
Lender shall be computed without giving effect to the Revolving Commitment of that Defaulting Lender; provided that each such reallocation
shall be given effect only to the extent that the aggregate obligation of that non-Defaulting Lender to acquire, refinance or fund participations
in Financial Letters of Credit, Non-Financial Letters of Credit and Swingline Loans after giving effect to such reallocation does not
cause the Revolving Exposure of any non-Defaulting Lender to exceed such non-Defaulting Lender’s Revolving Commitment.


 


(b)            Defaulting
Lender Cure. If the U.S. Borrower, the Administrative Agent, the Swingline Lender and each Issuing Lender agree in writing in their
sole discretion that a Defaulting Lender should no longer be deemed to be 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 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 Swingline Loans to be held on a pro rata basis by the Lenders in accordance
with their relevant Applicable Percentages (without giving effect to Section 2.24(a)(iv)), whereupon that 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 U.S. Borrower while that Lender was a Defaulting Lender; provided, further, that except to the extent
otherwise expressly agreed by the affected parties (and, in any event, subject to Section 9.19), 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.


 


(c)            Request
for Cash Collateral. At any time that there shall exist a Defaulting Lender, within three (3) Business Days of the request of
the Administrative Agent, an Issuing Lender or the Swingline Lender, the U.S. Borrower shall deliver to the Administrative Agent cash
collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.24(a)(iv) and any
cash collateral provided by the Defaulting Lender).


 


(d)            Grant
of Security Interest. All cash collateral provided pursuant to this Section shall be maintained in blocked, non-interest-bearing
deposit accounts at the Administrative Agent, with respect to cash collateral supporting the Fronting Exposure of the Issuing Lenders
and the Swingline Lender. The U.S. Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to
the control of) the Administrative Agent, for the benefit of the Administrative Agent, the Issuing Lenders and/or the Lenders (including
the Swingline Lender), as applicable, 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 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 2.24(e). If at any time the Administrative Agent determines that cash collateral
is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such
cash collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the U.S. Borrower or the relevant
Defaulting Lender 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.


 






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(e)            Application.
Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.24 in
respect of Letters of Credit or Swingline Loans shall be held and applied in satisfaction of the specific obligations for which the cash
collateral was so provided, prior to any other application of such property as may be provided herein or in any other Loan Document.


 


(f)            Release.
Cash collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or 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 (ii) the Administrative Agent’s good faith determination that there
exists excess cash collateral; provided that (x) that cash collateral furnished by or on behalf of a Loan Party shall not
be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.24
may be otherwise applied in accordance with terms of the Loan Documents) and (y) the Loan Party providing cash collateral and the
Issuing Lenders and the Swingline Lender, as applicable, may agree that cash collateral shall not be released but instead held to support
future anticipated Fronting Exposure or other obligations.


 


Section 2.25     Lending
Offices.


 


Each Lender, Issuing
Lender or FCI Issuing Lender, at its option, may perform its obligations hereunder through any Lending Office; provided that any exercise
of such option shall not affect the obligation of any Borrower to repay any Loans, Letters of Credit or FCIs in accordance with the terms
of this Agreement.


 


Article III


 


REPRESENTATIONS
AND WARRANTIES


 


On the Effective Date and
any date thereafter on which the representations and warranties set forth herein are required to be made hereunder (or deemed to be made
hereunder), the Parent and each Borrower represent and warrant to the Administrative Agent and the Lenders that:


 


Section 3.1     Organization;
Powers.


 


Each of the Parent and its
Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization,
except, in the case of Restricted Subsidiaries, where the failure to do so, in the aggregate, could not reasonably be expected to have
a Material Adverse Effect, (b) has all requisite power and authority to carry on its business as now conducted in all material respects
and (c) except where the failure to do so, in the aggregate, could not reasonably be expected to have a Material Adverse Effect,
is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. Further, each Borrower
is acting as principal for its own account and not as agent or trustee in any capacity on behalf of any party in relation to the Loan
Documents.


 






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Section 3.2     Authorization;
Enforceability.


 


The Transactions to be entered
into by each Loan Party are within such Loan Party’s corporate or other organizational powers and have been duly authorized by all
necessary corporate or other organizational and, if required, stockholder action. This Agreement has been duly executed and delivered
by the Parent and each Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed
and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of such Loan Party (as the case may be), enforceable
against such Loan Party, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.


 


Section 3.3     Governmental
Approvals; No Conflicts.


 


The Transactions (a) do
not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except
such as have been obtained or made and are in full force and effect and except registrations or filings necessary to perfect Liens created
under the Loan Documents or to release Liens, (b) will not violate any applicable law or regulation in any material respect or the
charter, by-laws or other organizational documents of the Parent or any of its Restricted Subsidiaries or any order of any Governmental
Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the
Parent or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the
Parent or any of its Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the
Parent or any of its Restricted Subsidiaries, except Liens created under the Loan Documents.


 


Section 3.4     Financial
Condition; No Material Adverse Change.


 


(a)            The
Parent has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows
(i) as of and for the fiscal year ended December 31, 2021, reported on by Deloitte & Touche LLP, independent public
accountants, and (ii) as of and for the fiscal quarter ended July 2, 2022, certified by its chief financial officer. Such financial
statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent and
its consolidated Restricted Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments
and the absence of footnotes in the case of the statements referred to in clause (ii) above.


 


(b)            Except
as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum and except for the Disclosed
Matters, based on the facts and circumstances in existence on the Effective Date and taking into consideration the likelihood of any realization
with respect to contingent liabilities, after giving effect to the transactions to occur on the Effective Date, none of the Parent or
its Restricted Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized
losses to the extent required to be disclosed in accordance with GAAP.


 


(c)            Since
December 31, 2021, there has been no event or condition that has had or could reasonably be expected to have, either individually
or in the aggregate, a Material Adverse Effect; provided that it is understood and agreed that, in any case, the Permitted Reorganization
shall not be deemed to have, or reasonably be expected to have, a Material Adverse Effect.


 






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Section 3.5     Properties.


 


(a)            Each
of the Parent and its Restricted Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material
to its business, except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


(b)            Except
as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect, each of the Parent and its Restricted Subsidiaries
owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business,
and the use thereof by the Parent and its Restricted Subsidiaries does not infringe upon the rights of any other Person.


 


Section 3.6     Litigation
and Environmental Matters.


 


(a)            There
are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the
Parent or any Borrower, threatened against or affecting the Parent or any of its Restricted Subsidiaries, (i) as to which there is
a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, in the aggregate,
to have a Material Adverse Effect or (ii) that involve any of the Loan Documents or the Transactions.


 


(b)            Except
as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect, neither the Parent nor any of its Restricted
Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other
approval required under any Environmental Law, (ii) has become subject to any Environmental Liability or (iii) has received
notice of any claim with respect to any Environmental Liability.


 


Section 3.7     Compliance
with Laws and Agreements.


 


Each of the Parent and its
Restricted Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property
and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, in the aggregate,
could not reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.


 


Section 3.8     Investment
Company Status.


 


Neither the Parent nor any
of its Restricted Subsidiaries is registered or required to be registered as an “investment company” as defined in, or subject
to regulation under, the Investment Company Act of 1940.


 


Section 3.9     Taxes.


 


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


 






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Section 3.10     ERISA.


 


No ERISA Event has occurred
or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected
to occur, could reasonably be expected to have a Material Adverse Effect. Except to the extent such excess could not reasonably be expected
to have a Material Adverse Effect, the present value of all accumulated benefit obligations under each Plan (based on the assumptions
used for purposes of Accounting Standards Codification Topic 715) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of
all underfunded Plans (based on the assumptions used for purposes of Accounting Standards Codification Topic 715) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans.
As of the Effective Date, no Borrower is or will be using “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 in connection with the Loans, the Letters of Credit, the FCIs or
the Commitments.


 


Section 3.11     Disclosure.


 


Neither the Information Memorandum
nor any of the other reports, financial statements, certificates or other written information, taken as a whole, furnished by or on behalf
of any Loan Party to any Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document or delivered
hereunder or thereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or
omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided that (a) with respect to projected financial information and other forward-looking information, the
Parent and each Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable
at the time, and (b) with respect to information regarding the general economy or industry, the Parent and each Borrower represents
only that such information was obtained from sources believed to be reliable. As of the Effective Date, the information included in any
Beneficial Ownership Certification, if applicable, is true and correct in all respects.


 


Section 3.12     Subsidiaries.


 


Schedule
3.12 sets forth the name of, and the direct and indirect ownership interest of the Parent in each Subsidiary of the Parent
and identifies each Subsidiary that is a Guarantor, in each case, as of the Effective Date.


 


Section 3.13     Labor
Matters.


 


Except as, in the aggregate,
could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes, lockouts, slowdowns or other labor
disputes against the Parent or any Restricted Subsidiary pending or, to the knowledge of the Parent or any Borrower, threatened; (b) the
hours worked by and payments made to employees of the Parent and the Restricted Subsidiaries have not been in violation of the Fair Labor
Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters; and (c) all payments due from
the Parent or any Restricted Subsidiary, or for which any claim may be made against the Parent or any Restricted Subsidiary, on account
of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of the Parent
or such Restricted Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation
on the part of any union under any collective bargaining agreement to which the Parent or any Restricted Subsidiary is bound.


 


Section 3.14     Solvency.


 


Immediately after the consummation
of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after
giving effect to the application of the proceeds of such Loans: (a) the fair value of the assets of the Parent and its Restricted
Subsidiaries, taken as a whole, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (b) the
present fair saleable value of the property of the Parent and its Restricted Subsidiaries, taken as a whole, will be greater than the
amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise,
as such debts and other liabilities become absolute and matured; (c) the Parent and its Restricted Subsidiaries, taken as a whole,
will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute
and matured; and (d) the Parent and its Restricted Subsidiaries, taken as a whole, will not have unreasonably small capital with
which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the
Effective Date.


 






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Section 3.15     Senior
Indebtedness.


 


At all times after the issuance
of any Subordinated Debt, (a) the Obligations will constitute “Senior Indebtedness” (or any comparable concept) under
and as defined in the Subordinated Debt Documents and (b) in the event that any Loan Party Guarantees the Subordinated Debt, the
obligations of such Loan Party, as applicable, under the Guarantee and Collateral Agreement, will constitute “Guarantor Senior Indebtedness”
(or any comparable concept) of such Loan Party under and as defined in the Subordinated Debt Documents.


 


Section 3.16     Security
Documents.


 


The Guarantee and Collateral
Agreement is effective to create in favor of the Administrative Agent, for the benefit of the holders of the Obligations (as defined in
the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral to the extent described therein
and available under the UCC. As of the Effective Date, Schedule 3.16 lists all of the filing jurisdictions in which UCC-1 Financing
Statements are required to be filed pursuant to the Guarantee and Collateral Agreement. Upon filing of such UCC-1 Financing Statements,
the Guarantee and Collateral Agreement creates a fully perfected Lien on, and security interest in, all right, title and interest of the
Loan Parties in such Collateral to the extent available under the UCC, as security for the Obligations, in each case, subject to Permitted
Encumbrances or as otherwise permitted by Section 6.3, prior and superior in right to any other Person.


 


Section 3.17     OFAC;
Anti-Money Laundering Laws; Patriot Act; FCPA.


 


(a)            Neither
the Parent nor any Subsidiary nor, to the knowledge of any Responsible Officer of the Parent or any of its Subsidiaries, any director,
officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by one or
more individuals or entities that is, currently the subject of any Sanctions, nor is the Parent or any Subsidiary located, organized,
resident or doing business in a Designated Jurisdiction, except in the case of doing business to the extent permitted under the applicable
Sanctions program, in each case to the extent that the aforementioned Sanctions programs are applicable to the Parent and its Subsidiaries.
The Parent has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law), to ensure that
the Parent and its Subsidiaries each is and will continue to be in compliance with all applicable Sanctions.


 


(b)            None
of the Parent or any Borrower, nor, to the knowledge of any Responsible Officer of the Parent and its Subsidiaries, any of their respective
Affiliates (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering,
drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law, the rules and
regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental
Authority (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money
Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Parent
has taken reasonable measures appropriate to the circumstances (in any event as required by applicable Law), to ensure that the Parent
and its Subsidiaries each is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws.


 






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(c)            Each
of the Loan Parties and their respective Subsidiaries is in compliance, in all material respects, with (a) the Trading with the
Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle
B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) the Uniting And Strengthening
America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001) (the “PATRIOT
Act”), in each case to the extent that the aforementioned acts are applicable to such Loan Parties and their respective Subsidiaries.


 


(d)            No
part of the proceeds of the Loans or other extensions of credit hereunder will be used, directly or indirectly, for any payments to any
governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting
in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States
Foreign Corrupt Practices Act of 1977, as amended.


 


(e)            The
representations and warranties given in this Section 3.17 shall not be made by nor apply to any German Loan Party in so far
as they would violate or expose it to any liability under EU Regulation (EC) 2271/96 or Section 7 of the German Foreign Trade Ordinance
(Verordung zur Durchführung des Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung)) or any similar anti-boycott
or blocking law, regulation or statute that is in force from time to time and applicable to such entity. The representations and warranties
contained in this Section 3.17 given by any Loan Party to any Lender domiciled in Germany (Inländer) within the
meaning of Section 2 paragraph 15 of the German Foreign Trade Act (Außenwirtschaftsgesetz) are made only to the extent
that any Lender domiciled in Germany (Inländer) within the meaning of Section 2 paragraph 15 of the German Foreign Trade
Act (Außenwirtschaftsgesetz) would be permitted to make such representations and warranties pursuant to Section 7 of
the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung)).


 


Section 3.18     Representations
as to Foreign Obligors.


 


(a)            The
execution, delivery and performance by each Foreign Obligor of this Agreement and the other Loan Documents to which it is a party (collectively
as to such Foreign Obligor, the “Applicable Foreign Obligor Documents”) constitute and will constitute private and
commercial acts and not public or governmental acts. Neither such Foreign Obligor nor any 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 Foreign Obligor is organized and existing in respect of its obligations
under the Applicable Foreign Obligor Documents.


 


(b)            The
Applicable Foreign Obligor Documents are in proper legal form under the Laws of the jurisdiction in which such Foreign Obligor is organized
and existing for the enforcement thereof against such Foreign Obligor under the Laws of such jurisdiction, and to ensure the legality,
validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents. It is not necessary to ensure
the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents that the Applicable
Foreign Obligor Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the
jurisdiction in which such Foreign Obligor is organized and existing or that any registration charge or stamp or similar tax be paid on
or in respect of the Applicable Foreign Obligor 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 Foreign Obligor 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 such Foreign Obligor is organized and existing either (i) on or by virtue of the execution
or delivery of the Applicable Foreign Obligor Documents or (ii) on any payment to be made by such Foreign Obligor pursuant to the
Applicable Foreign Obligor Documents, except as has been disclosed to the Administrative Agent.


 


(d)            The
execution, delivery and performance of the Applicable Foreign Obligor Documents executed by such Foreign Obligor are, under applicable
foreign exchange control regulations of the jurisdiction in which such Foreign Obligor 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).


 


Section 3.19     Affected
Financial Institution.


 


No Loan Party is an Affected
Financial Institution.


 


Section 3.20     Covered
Entities.


 


No Loan Party is a Covered
Entity.


 


Article IV


 


CONDITIONS


 


Section 4.1     Effective
Date.


 


The effectiveness of this
Agreement and the obligation of each Lender, each Issuing Lender, and each FCI Issuing Lender to make its initial extension of credit
hereunder is subject to the satisfaction of the following conditions precedent:


 


(a)            The
Administrative Agent shall have received counterparts of this Agreement and each other Loan Document to be executed and delivered on the
Effective Date, in each case executed (i) by a Responsible Officer of each Loan Party that is a party to such Loan Document, and
(ii) in the case of this Agreement, by each Lender, each Issuing Lender, each FCI Issuing Lender, the Swingline Lender, the Administrative
Agent, and the Foreign Trade Facility Agent.


 


(b)            Since
December 31, 2021, there shall have been no event or condition that has had or could reasonably be expected to have, either individually
or in the aggregate, a Material Adverse Effect; provided that it is understood and agreed that, in any case, the Permitted Reorganization
shall not be deemed to have, or reasonably be expected to have, a Material Adverse Effect.


 


(c)            The
Administrative Agent shall have received satisfactory projections (including written assumptions) for the Parent and its Restricted Subsidiaries.


 






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(d)            Except
to the extent permitted by Section 5.16 to be delivered after the Effective Date, the Administrative Agent shall have received
the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement (to the extent such
shares of Capital Stock are evidenced by certificates), together with an undated stock power for each such certificate executed in blank
by a duly authorized officer of the pledgor thereof. Each document (including any UCC financing statement) required by the Security Documents
or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the
Administrative Agent, for the benefit of the holders of the Obligations, a perfected Lien on the Collateral described therein, prior
and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.3), shall be
in proper form for filing, registration or recordation.


 


(e)            The
Administrative Agent shall have received satisfactory legal opinions (addressed to the Agents and the Lenders) and dated the Effective
Date from counsel to the Loan Parties.


 


(f)            The
Administrative Agent shall have received a certificate of each Loan Party, dated the Effective Date, substantially in the form of Exhibit A,
with appropriate insertions and attachments, and such documents and/or certifications as the Administrative Agent may reasonably require
evidencing that each Loan Party is duly organized, validly existing and in good standing in its jurisdiction of organization.


 


(g)            Both
immediately before and immediately after giving effect to the Transactions to occur on the Effective Date, no Default or Event of Default
shall have occurred and be continuing. The representations and warranties of each Loan Party set forth in the Loan Documents shall be
true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material
Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and
as of the Effective 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 (other than those representations and warranties that are expressly qualified
by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all
respects) as of such earlier date. The Administrative Agent shall have received a certificate of a Responsible Officer of the Parent and
the U.S. Borrower, dated as of the Effective Date, certifying as to the satisfaction of the conditions set forth in this Section 4.1(g).


 


(h)            The
U.S. Borrower shall have (or caused to be): (i) paid all accrued and unpaid interest on the loans outstanding under the Existing
Credit Agreement to the Effective Date; (ii) repaid in full all loans outstanding immediately prior to the Effective Date under the
Existing Credit Agreement; (iii) paid all accrued fees owing to the lenders under the Existing Credit Agreement to the Effective
Date; and (iv) made arrangements with the issuers of any outstanding letters of credit and foreign credit instruments under the Existing
Credit Agreement for cash collateral, counter-guarantees or other credit support, to the extent such letters of credit and foreign credit
instruments do not constitute Existing Letters of Credit or Existing FCIs, as applicable, and repaid all reimbursement obligations thereunder
in respect of any drawings made on or before the Effective Date.


 


(i)            Each
Agent and each Lender shall have obtained all applicable licenses, consents, permits and approvals as deemed necessary by such Agent or
such Lender in order to execute and perform the transactions contemplated by the Loan Documents to occur on or around the Effective Date.


 


(j)            The
Agents and the Lenders shall have completed “know your customer” due diligence, and the Parent and its Subsidiaries shall
have provided to each Agent and each Lender the documentation and other information requested by such Agent or such Lender in order to
comply with applicable law, including the PATRIOT Act, Sanctions, the FCPA, the UK Bribery Act 2010, and the applicable European Union
or German acts and ordinance such as the German Anti-Money-Laundering-Act (“Geldwäschegesetz”) and the German
Foreign Trade Ordinance (“AuBenwirtschaftsverornung”). If any Borrower qualifies as a “legal entity customer”
under the Beneficial Ownership Regulation, each Agent and each Lender shall have received, to the extent requested by such Agent or such
Lender, a Beneficial Ownership Certification in relation to such Borrower.


 






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(k)            The
Administrative Agent or the Foreign Trade Facility Agent, as applicable, shall have received all fees and other amounts due and payable
on or prior to the Effective Date to any of the Administrative Agent, the Foreign Trade Facility Agent and/or the Lenders, including,
to the extent invoiced, reimbursement or payment of all out of pocket expenses (including fees, charges and disbursements of counsel)
required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document. All other fees and other amounts due and
payable on or prior to the Effective Date pursuant to the Fee Letter or the Deutsche Bank Fee Letter shall have been paid.


 


Without limiting the generality of the provisions
of the last paragraph of Section 8.3, for purposes of determining compliance with the conditions specified in this Section 4.1,
each Lender, each Issuing Lender and each FCI Issuing Lender that has signed this Agreement shall be deemed to have consented to, approved
or accepted, and/or to be otherwise satisfied with, each document or other matter required thereunder to be consented to, or approved
by or acceptable or satisfactory to, as the case may be, such Lender, such Issuing Lender and/or such FCI Issuing Lender, unless the Administrative
Agent shall have received notice from such Lender, such Issuing Lender and/or such FCI Issuing Lender, as the case may be, prior to the
proposed Effective Date specifying its objection thereto.


 


Section 4.2     Each
Credit Event.


 


The obligation of each Lender
to make a Loan on the occasion of any Borrowing (other than (x) a conversion of Term SOFR Loans to ABR Loans or a conversion of ABR
Loans to Term SOFR Loans, or (y) a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans), and of the Issuing Lenders
and FCI Issuing Lenders to issue, amend, renew or extend any Letter of Credit or any FCI, is subject to receipt of the request therefor
in accordance herewith and to the satisfaction of the following conditions:


 


(a)            Subject
to the second-to-last paragraph of Section 2.1(b), the representations and warranties of each Loan Party set forth in the
Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly
qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct
in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit
or FCI, as applicable, 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 (other than those representations and warranties that are expressly qualified
by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all
respects) as of such earlier date, and except that for purposes of this Section 4.2(a), the representations and warranties
contained in Section 3.4(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 5.1(a) and
Section 5.1(b).


 


(b)            Subject
to the second-to-last paragraph of Section 2.1(b), at the time of and immediately after giving effect to such Borrowing or
the issuance, amendment, renewal or extension of such Letter of Credit or FCI, as applicable, no Default or Event of Default shall have
occurred and be continuing.


 


(c)            In
the case of any initial extension of credit made under the Revolving Facility or the Foreign Trade Facility to a Foreign Subsidiary Borrower,
the Administrative Agent and/or the Foreign Trade Facility Agent, as applicable, shall have received a Foreign Subsidiary Opinion and
such other documents and information with respect to such Foreign Subsidiary Borrower as the Administrative Agent and/or the Foreign Trade
Facility Agent, as applicable, may reasonably request.


 






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(d)            In
the case of a credit extension hereunder to be denominated in an Alternative Currency, there shall not have occurred any change in national
or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion
of the Administrative Agent, the Foreign Trade Facility Agent, the Required Lenders (in the case of any Loans to be denominated in an
Alternative Currency), any Issuing Lender (in the case of any Letter of Credit to be denominated in an Alternative Currency) or any FCI
Issuing Lender (in the case of any issuance of FCIs) would make it impracticable for such credit extensions to be denominated in the relevant
Alternative Currency.


 


Each Borrowing (other than (x) a conversion
of Term SOFR Loans to ABR Loans or a conversion of ABR Loans to Term SOFR Loans, or (y) a continuation of Term SOFR Loans or Alternative
Currency Term Rate Loans) and each issuance, amendment, renewal or extension of a Letter of Credit or an FCI shall be deemed to constitute
a representation and warranty by the U.S. Borrower and the relevant Borrower on the date thereof as to the matters specified in Sections
4.2(a) and (b).


 


Article V


 


AFFIRMATIVE
COVENANTS


 


On the Effective Date and
thereafter, until the Commitments have expired or been terminated and the principal of and interest (and premium, if any) on each Loan
and all fees payable hereunder shall have been paid in full and all Letters of Credit and FCIs shall have expired (without any pending
drawing) or terminated (or been fully cash collateralized or otherwise supported in a manner consistent with the terms of Section 2.5(j) or
Section 2.6(m)(iv), as applicable) and all LC Disbursements and FCI Disbursements shall have been reimbursed, the Parent and
each Borrower covenants and agrees with the Agents and the Lenders that:


 


Section 5.1     Financial
Statements and Other Information.


 


The Parent will furnish to
the Administrative Agent, for distribution to the Lenders and to the Foreign Trade Facility Agent:


 


(a)            within
90 days after the end of each fiscal year of the Parent, its audited consolidated balance sheet and related statements of operations,
stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures
for the previous fiscal year, all reported on by Deloitte & Touche LLP or other independent public accountants of recognized
national standing (without a “going concern” or like qualification or exception and without any qualification or exception
as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial
condition and results of operations of the Parent and its consolidated Restricted Subsidiaries on a consolidated basis in accordance with
GAAP consistently applied (except as disclosed therein); provided that delivery within the time period specified above of copies
of the Annual Report on Form 10-K of the Parent filed with the Securities and Exchange Commission shall be deemed to satisfy the
requirements of this Section 5.1(a);


 






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(b)            within
45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent, commencing with the fiscal quarter
of the Parent ending on October 1, 2022, its consolidated balance sheet and related statements of operations for such fiscal quarter
and the then elapsed portion of the fiscal year, and cash flows for the then elapsed portion of the fiscal year, setting forth in each
case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of)
the previous fiscal year, all certified by a Financial Officer of the Parent as presenting fairly in all material respects the financial
condition and results of operations of the Parent and its consolidated Restricted Subsidiaries on a consolidated basis in accordance with
GAAP consistently applied (except as disclosed therein), subject to normal year-end audit adjustments and the absence of footnotes; provided
that delivery within the time period specified above of copies of the Quarterly Report on Form 10-Q of the Parent filed with the
Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 5.1(b);


 


(c)            concurrently
with any delivery of financial statements under Section 5.1(a) or Section 5.1(b), a certificate (a “Compliance
Certificate”) of a Financial Officer of the Parent, substantially in the form of Exhibit N, (i) certifying
as to whether a Default or an Event of Default has occurred and, if a Default or an Event of Default has occurred, specifying the details
thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating
compliance with Section 6.1, (iii) stating whether any change in GAAP or in the application thereof has occurred since
the date of the Parent’s audited financial statements referred to in Section 3.4(a)(i) and, if any such change
has occurred, specifying the effect of such change on the financial statements accompanying such certificate and (iv) with respect
to any Permitted Acquisition for which the aggregate Consideration is greater than or equal to $50,000,000 and for which a certificate
has not been previously delivered to the Administrative Agent as required by the definition of Permitted Acquisition, certifying as to
the matters specified in clause (a) of the proviso in such definition;


 


(d)            concurrently
with any delivery of financial statements under Section 5.1(a), a certificate of the accounting firm that reported on such
financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any
Default or Event of Default (which certificate may be limited to the extent required by accounting rules or guidelines);


 


(e)            not
later than 60 days after the commencement of each fiscal year of the Parent, a consolidated budget for such fiscal year (including a projected
consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year and
setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such
budget;


 


(f)            promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the
Parent or any Restricted Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all
of the functions of said Commission, or with any national securities exchange, or distributed by the Parent to its shareholders generally,
as the case may be;


 


(g)            promptly
following any request therefor, information and documentation reasonably requested by any Agent or any Lender for purposes of compliance
with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act and the
Beneficial Ownership Regulation; and


 


(h)            promptly
following any request therefor, such other information regarding the operations, business affairs, financial condition and identity of
the Parent or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as any Agent or any Lender may reasonably
request, including any request made by a Lender as contemplated by Section 9.15.


 






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If the Parent designates any
of its Subsidiaries as an Unrestricted Subsidiary, the Parent shall deliver concurrently with the delivery of any financial statements
pursuant to Section 5.1(a) or Section 5.1(b), the applicable reconciliation reflecting the adjustments necessary
to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements.


 


The Parent and each Borrower
hereby acknowledges that (a) the Administrative Agent and/or BofA Securities will make available on a confidential basis to the
Foreign Trade Facility Agent, the Lenders, the Issuing Lenders and the FCI Issuing Lenders materials and/or information provided by or
on behalf of the Parent hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks
or another similar electronic 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 Parent 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 Person’s securities. The Parent and each Borrower hereby agrees that: (w) all Borrower 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 Borrower Materials “PUBLIC,”
the Parent shall be deemed to have authorized the Administrative Agent and BofA Securities to treat such Borrower Materials as not containing
any material non-public information with respect to the Parent or its securities for purposes of United States federal and state securities
laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.11);
(y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated
as “Public Investor;” and (z) the Administrative Agent and BofA Securities shall be entitled to (and agree to) treat
any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked
as “Public Investor.” Notwithstanding the foregoing, neither the Parent nor any Borrower shall be under any obligation to
mark any Borrower Materials “PUBLIC”.


 


Section 5.2     Notices
of Material Events.


 


The Parent will furnish to
the Administrative Agent, for distribution to the Lenders and to the Foreign Trade Facility Agent, prompt written notice, upon any Financial
Officer of the Parent or the U.S. Borrower having knowledge of the following:


 


(a)            the
occurrence of any Default or Event of Default;


 


(b)            the
filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the
Parent or any Affiliate thereof that could reasonably be expected to have a Material Adverse Effect;


 


(c)            the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to
result in liability of the Parent and its Restricted Subsidiaries in an aggregate amount exceeding $25,000,000;


 


(d)            after
the occurrence of the Ratings Event, any casualty or other insured damage to any material portion of any Collateral or the commencement
of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain
or by condemnation or similar proceeding that could reasonably be expected to reduce the value of the Collateral by an aggregate amount
in excess of $25,000,000; and


 


(e)            any
development that has resulted in, or could reasonably be expected to have, a Material Adverse Effect.


 






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


 


Section 5.3     Information
Regarding Collateral.


 


(a)            The
U.S. Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s legal name,
(ii) in the jurisdiction of organization of any Loan Party, (iii) in any Loan Party’s company type or (iv) in any
Loan Party’s Federal taxpayer identification number. Unless the U.S. Borrower shall have provided to the Administrative Agent at
least 15 days’ prior written notice of any such change (or such shorter period of time as is agreed by the Administrative Agent
in its sole discretion), the U.S. Borrower agrees not to effect or permit any change referred to in the preceding sentence until such
time as all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all
times following such change to have a valid, legal and perfected security interest in all the Collateral to the same extent as before
such change.


 


(b)            On
each Collateral Date, the U.S. Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the U.S. Borrower
setting forth (i) the information required by Section 5.11 and (ii) a summary of any change referred to in the first
sentence of Section 5.3(a) that has occurred since the immediately preceding Collateral Date (or, in the case of the
first Collateral Date occurring after the Effective Date, since the Effective Date).


 


Section 5.4     Existence.


 


The Parent will, and will
cause each of its Restricted Subsidiaries to: (a) preserve, renew and keep in full force and effect its legal existence; provided
that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.4; and
(b) maintain all rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the
conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


Section 5.5     Payment
of Obligations.


 


The Parent will, and will
cause each of its Restricted Subsidiaries to, pay its material Indebtedness and other obligations, including material Tax liabilities,
before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good
faith in an appropriate manner, (b) the Parent or such Restricted Subsidiary has set aside on its books adequate reserves with respect
thereto in accordance with GAAP, (c) such contest effectively suspends collection of the contested obligation and the enforcement
of any Lien securing such obligation and (d) the failure to make payment pending such contest could not reasonably be expected to
have a Material Adverse Effect.


 


Section 5.6     Maintenance
of Properties.


 


The Parent will, and will
cause each of its Restricted Subsidiaries to, keep and maintain all property material to the conduct of its business in good condition,
ordinary obsolescence, wear and tear excepted and except where the failure to do so, in the aggregate, could not reasonably be expected
to have a Material Adverse Effect.


 






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Section 5.7     Insurance.


 


The Parent will, and will
cause each of its Restricted Subsidiaries to, maintain, with financially sound and reputable insurance companies (a) insurance in
such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established repute
engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required to be maintained
pursuant to the Security Documents. The U.S. Borrower will furnish to the Administrative Agent, upon request of the Administrative Agent
but not more frequently than once in any fiscal year, information in reasonable detail as to the insurance so maintained; provided
that upon and during the continuance of an Event of Default, the U.S. Borrower will furnish promptly such insurance information upon request
from time to time.


 


Section 5.8     Books
and Records; Inspection and Audit Rights.


 


The Parent will, and will
cause each of its Restricted Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made
of all dealings and transactions in relation to its business and activities. The Parent will, and will cause each of its Restricted Subsidiaries
to, permit any representatives (which may include any Lender) designated by any Agent, upon reasonable prior notice, to visit and inspect
its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers
and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided
that the Agents shall not exercise such inspection and audit rights at the expense of the Loan Parties more often than one time during
any calendar year absent the existence of an Event of Default.


 


Section 5.9     Compliance
with Laws and Contractual Obligations.


 


The Parent will, and will
cause each of its Restricted Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority (including
Environmental Laws) and all Contractual Obligations applicable to it or its property, except where the failure to do so, in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.


 


Section 5.10     Use
of Proceeds and Letters of Credit and FCIs.


 


The proceeds of the Revolving
Loans will be used (a) to refinance existing indebtedness, and (b) for lawful corporate purposes of the Parent and its Restricted
Subsidiaries. The proceeds of the Term Loan A will be used to refinance existing indebtedness. The Letters of Credit (other than Non-Financial
Letters of Credit) will be used to issue financial and performance letters of credit requested by any Borrower on behalf of itself, any
Subsidiary of the U.S. Borrower that is a Restricted Subsidiary, or any Joint Venture. The FCIs and Non-Financial Letters of Credit will
be used only for the operational business of the U.S. Borrower, any Subsidiary of the U.S. Borrower that is a Restricted Subsidiary, and
any Joint Venture; provided that no FCI or Non-Financial Letter of Credit may be issued for the benefit of financial creditors,
except for a Counter-Guarantee supporting another FCI. No part of the proceeds of any Loan will be used, nor any Letter of Credit or FCI
issued, in each case whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board,
including Regulations U and X.


 






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Section 5.11     Additional
Guarantors; Additional Collateral.


 


(a)            On
each Collateral Date, the U.S. Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not
already a Guarantor and promptly after such Collateral Date will (i) in the case of each such Wholly Owned Subsidiary that is a Material
Subsidiary, cause such Subsidiary (unless it is an Unrestricted Subsidiary, a Foreign Subsidiary (or a Subsidiary thereof), a Receivables
Entity or a Specified Subsidiary) to become a Guarantor and an “Obligor” under the Guarantee and Collateral Agreement and,
after the occurrence of the Ratings Event, each other relevant Security Document, (ii) cause the Capital Stock of such Wholly Owned
Subsidiary (unless it is an Unrestricted Subsidiary or a Specified Subsidiary) to be pledged pursuant to the Guarantee and Collateral
Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock of such Subsidiary
shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by a Loan Party, and then the amount of voting
stock of such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% of the outstanding shares
of voting stock of such Subsidiary, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary
shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is
a party expressly prohibits such pledge, (C) if the pledge of the Capital Stock of any such Wholly Owned Subsidiary would result
in a violation of any laws, regulations or orders of any Governmental Authority, no shares of the Capital Stock of such Subsidiary shall
be pledged, (D) [reserved], (E) [reserved], (F) Capital Stock shall not be required to be pledged to the extent that the
Guarantee and Collateral Agreement expressly provides that such Capital Stock is not required to be pledged, and (G) no Capital Stock
of any Subsidiary that is not a Material Subsidiary shall be required to be pledged (notwithstanding anything set forth in the Guarantee
and Collateral Agreement) so long as the aggregate assets of all such Subsidiaries whose Capital Stock is not pledged as Collateral pursuant
to this clause (G) does not exceed $25,000,000 when taken together for all such Subsidiaries (excluding the assets of any Unrestricted
Subsidiary, any Foreign Subsidiary (or a Subsidiary thereof), any Receivables Entity and any Specified Subsidiary and the assets of any
Subsidiary the Capital Stock of which is not required to be pledged pursuant to clauses (A) – (F) on an aggregate basis)
and (iii) except in the case of an Unrestricted Subsidiary, a Foreign Subsidiary (or a Subsidiary thereof), a Receivables Entity
or a Specified Subsidiary, take all steps required pursuant to this Section 5.11, Section 5.12 and the relevant
Security Documents to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent and its Restricted
Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent,
in its sole discretion, determines that the cost or other negative consequence to the Parent and its Restricted Subsidiaries of such compliance
is excessive in relation to the value of the collateral security to be afforded thereby.


 


(b)            In
the event the Parent obtains a corporate credit family rating from Moody’s and a corporate credit rating from S&P, promptly,
and in any event within 60 days (or such longer period as is reasonably acceptable to the Administrative Agent), following the first date
on which the corporate family rating of the Parent from Moody’s is less than “Ba2” (or not rated by Moody’s) and
the corporate credit rating of the Parent from S&P is less than “BB” (or not rated by S&P) (such date, the “Ratings
Event”), the Parent shall (i) execute and deliver, and cause each other Loan Party to execute and deliver, to the Administrative
Agent security documents, in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which each Loan Party
shall grant to the Administrative Agent, for the benefit of the holders of the Obligations, a security interest in all property of such
Person (but excluding (A) all real property (whether owned or leased) and leaseholds, (B) Capital Stock not required to be pledged
pursuant to Section 5.11(a), (C) assets for which the pledge thereof or grant, or perfection, of a Lien thereon would
result in a default, breach or other violation or right of termination under then-existing Contractual Obligations or laws, regulations
or orders of any Governmental Authority, (D) any personal property (including titled vehicles) in respect of which perfection of
a Lien is not governed by the UCC or, in respect of registered intellectual property, a filing in the USPTO (if required) or the U.S.
Copyright Office, (E) any intellectual property to the extent a security interest therein is not perfected by filing a UCC financing
statement or, in respect of registered intellectual property, a filing in the USPTO (if required) or the U.S. Copyright Office, (F) any
intellectual property if the grant, or perfection, of a security interest therein shall constitute or result in (i) the abandonment,
invalidation or rendering unenforceable of any right, title or interest of any Loan Party therein, (ii) the breach or termination
pursuant to the terms of, or a default under, any contract or agreement related to such intellectual property or (iii) the violation
of any applicable law, (G) any general intangible if the grant, or perfection, of a security interest therein (i) shall violate
any applicable law or be prohibited by any contract, agreement, instrument or indenture governing such general intangible, (ii) would
give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or (iii) is
permitted only with the consent of another party to such contract, if such consent has not been obtained (provided in any such
case the prohibition is not rendered ineffective by the UCC (including the provisions of Section 9-407 and 9-408) or other applicable
laws), (H) any lease, license, contract, property rights or agreement to which any Loan Party is a party or any of its rights or
interests thereunder if the grant, or perfection, of a security interest therein (i) shall violate any applicable law or be prohibited
by any contract, agreement, instrument or indenture governing such lease, license, contract, property rights or agreement, (ii) would
give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder, (iii) is
permitted only with the consent of another party to such contract, if such consent has not been obtained, (iv) shall constitute or
result in the abandonment, invalidation or unenforceability of any right, title or interest of any Loan Party therein or (v) shall
constitute or result in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property
rights or agreement (provided in any such case the prohibition is not rendered ineffective by the UCC (including the provisions
of Section 9-407 and 9-408) or other applicable laws), (I) any Exempt Deposit Accounts and (J) those other assets that
are, in the reasonable judgment of the Administrative Agent, customarily excluded from security documents) that is not already subject
to a perfected first priority Lien (except as permitted by Section 6.3) in favor of the Administrative Agent and (ii) take,
and cause the relevant Restricted Subsidiaries to take, such actions as shall be necessary or reasonably requested by the Administrative
Agent to grant and perfect such Liens, including actions described in Section 5.12, all at the expense of the Loan Parties;
provided that the Parent and its Restricted Subsidiaries shall not be required to comply with the requirements of this Section 5.11(b) if
the Administrative Agent, in its sole discretion, determines that the cost or other negative consequence to the Parent and its Restricted
Subsidiaries of such compliance is excessive in relation to the value of the collateral security to be afforded thereby.


 






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(c)            If,
as of any Collateral Date following the Ratings Event, any property of any Loan Party (or any other Person that is required to become
a Guarantor and an “Obligor” pursuant to Section 5.11(a)) is not already subject to a perfected first priority
Lien (except to the same extent as not required pursuant to Section 5.11(b) or as permitted by Section 6.3)
in favor of the Administrative Agent, the Parent will notify the Administrative Agent thereof, and, promptly after such Collateral Date,
will cause such assets to become subject to a Lien under the relevant Security Documents and will take, and cause the relevant Restricted
Subsidiary to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens,
including actions described in Section 5.12, all at the expense of the Loan Parties; provided that the Parent and its
Restricted Subsidiaries shall not be required to comply with the requirements of this Section 5.11(c) if the Administrative
Agent, in its sole discretion, determines that the cost or other negative consequences to the Parent and its Restricted Subsidiaries of
such compliance is excessive in relation to the value of the collateral security to be afforded thereby.


 


(d)            Notwithstanding
anything to the contrary in this Section 5.11 or any other Loan Document, prior to the occurrence of the Ratings Event, no
property other than Capital Stock (subject to the exceptions specified in Section 5.11(a)) shall be required to become Collateral.


 


(e)            Promptly,
and in any event within 60 days (or such longer period as is reasonably acceptable to the Administrative Agent), following the first date
after the Release Date on which the corporate family rating of the Parent from Moody’s is less than “Baa3” (or not rated
by Moody’s) and the corporate credit rating of the Parent from S&P is less than “BBB-” (or not rated by S&P),
the Parent shall (i) execute and deliver, and cause each other Loan Party to execute and deliver, to the Administrative Agent security
documents, in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which the each Loan Party shall grant
to the Administrative Agent, for the benefit of the holders of the Obligations, a security interest in all property (and types of property)
of such Person that constituted Collateral under the Guarantee and Collateral Agreement as in effect immediately prior to the Release
Date (and, for the avoidance of doubt, shall not include Capital Stock not required to be pledged pursuant to Section 5.11(a) or
other assets not required to be subjected to a Lien pursuant to Section 5.11(b)) and (ii) take, and cause the relevant
Restricted Subsidiaries to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect
such Liens, including actions described in Section 5.12, all at the expense of the Loan Parties.


 






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(f)            Notwithstanding
anything to the contrary in this Section 5.11 or any other Loan Document, (i) the Security Documents shall not create
Liens in favor of the Administrative Agent on (and the Administrative Agent shall, at the request and expense of the Loan Parties, timely
release any purported Liens on): (A) the assets transferred to a Receivables Entity and assets of such Receivables Entity; (B) the
Receivables and related assets (of the type specified in the definition of “Qualified Receivables Transaction”) transferred,
or in respect of which security interests are granted, pursuant to a Qualified Receivables Transaction; (C) if the documentation
relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such a Lien,
the Capital Stock or debt (whether or not represented by promissory notes) of or issued by a Receivables Entity to the Parent or any of
its Restricted Subsidiaries, in each case in connection with a Qualified Receivables Transaction permitted by Section 6.6(c);
and (D) Capital Stock not required to be pledged pursuant to Section 5.11(a), Section 5.11(b) or Section 5.11(c);
and (ii) no Loan Party shall be required to take any action to perfect the security interest of the Administrative Agent in the Collateral
other than (A) filing UCC financing statements, (B) delivering Capital Stock required to be pledged pursuant to Sections
5.11(a), (b) and (c) (including stock powers endorsed in blank and other appropriate instruments of transfer)
and (C) executing, delivering, filing and recording notices of grants of security interest with the United States Patent Office and/or
United States Copyright Office.


 


(g)            Notwithstanding
anything herein to the contrary, no Foreign Subsidiary (or any Subsidiary thereof) shall, or shall be deemed to, guarantee any Obligations
(other than, in the case of any Foreign Subsidiary Borrower, the Obligations of such Foreign Subsidiary Borrower), and no assets of any
Foreign Subsidiary (or Subsidiary thereof) shall be given as security for any Obligations. This provision is meant to prevent any inclusions
pursuant to Section 956 of the Code and shall be interpreted in accordance therewith.


 






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(h)            Within
thirty (30) days following the date of consummation of the Permitted Reorganization (or such longer period of time as is agreed in writing
by the Administrative Agent in its sole discretion), the Loan Parties will (i) cause SPX Holdco to become (A) a party to this
Agreement, and (B) a Guarantor and an “Obligor” under the Guarantee and Collateral Agreement (and, to the extent a Ratings
Event has occurred, each other relevant Security Document), in each case by executing such joinder documentation as shall reasonably be
required by the Administrative Agent (including, if required by the Administrative Agent, documentation pursuant to which (A) SPX
Holdco expressly assumes all of the obligations of the Parent under the Loan Documents, and (B) each other Loan Party acknowledges,
agrees to, and reaffirms its obligations under the Loan Documents), (ii) in connection therewith, deliver to the Administrative Agent
(A) organizational documents, resolutions and specimen signatures of Responsible Officers of SPX Holdco, in each case certified by
a Responsible Officer of SPX Holdco, (B) a certificate of good standing for SPX Holdco in its jurisdiction of organization, (C) satisfactory
legal opinions (addressed to the Agents and the Lenders) from counsel to SPX Holdco, (D) all filings, recordations and searches necessary
or desirable in connection with the Liens granted by SPX Holdco pursuant to the Security Documents in favor of the Administrative Agent,
for the benefit of the holders of the Obligations (including, for the avoidance of doubt, deliverables with respect to SPX Holdco’s
pledge of 100% of the Capital Stock of the U.S. Borrower), (E) an officer’s certificate signed by a Responsible Officer of
SPX Holdco certifying that (1) immediately after giving effect to the Permitted Reorganization and the joinder of SPX Holdco as a
Loan Party, (x) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in
all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other
materiality, in which case such representations and warranties shall be true and correct in all respects), 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
(other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which
case such representations and warranties shall be true and correct in all respects) as of such earlier date, and except that for purposes
of this Section 5.11(h)(ii)(E)(1)(x), the representations and warranties contained in Section 3.4(a) shall
be deemed to refer to the most recent statements furnished pursuant to Section 5.1(a) and Section 5.1(b),
(y) no Default or Event of Default has occurred or is continuing, and (z)(I) the fair value of the assets of SPX Holdco and
its Restricted Subsidiaries, taken as a whole, at a fair valuation, exceed their debts and liabilities, subordinated, contingent or otherwise,
(II) the present fair saleable value of the property of SPX Holdco and its Restricted Subsidiaries, taken as a whole, will be greater
than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured, (III) SPX Holdco and its Restricted Subsidiaries, taken
as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become
absolute and matured, and (IV) SPX Holdco and its Restricted Subsidiaries, taken as a whole, will not have unreasonably small capital
with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following
the date of consummation of the Permitted Reorganization, and (2) all boards of directors, governmental, shareholder and material
third party consents and approvals necessary in connection with the consummation of the Permitted Reorganization and the joinder of SPX
Holdco as a Loan Party have been obtained and remain in full force and effect, (F) the Agents and the Lenders shall have completed
 “know your customer” due diligence with respect to SPX Holdco, and SPX Holdco has provided to each Agent and each Lender the
documentation and other information requested by such Agent or such Lender in order to comply with applicable law, including the PATRIOT
Act, Sanctions, the United States Foreign Corrupt Practices Act of 1977, the applicable European Union or German acts and ordinance such
as the German Anti-Money-Laundering-Act (“Geldwäschegesetz”), and the German Foreign Trade Ordinance (Verordnung
zur Durchführung des Außenwirtschaftsgesetzes (“Außenwirtschaftsverordnung”)), and (G) if
SPX Holdco qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Agent and each Lender shall
have received, to the extent requested by such Agent or such Lender, a Beneficial Ownership Certification with respect to SPX Holdco,
and (iii) in connection therewith, deliver such other documents, agreements or instruments (and take such other actions, including
in compliance with Section 5.12) that the Administrative Agent may reasonably request in connection with the consummation
of the Permitted Reorganization and SPX Holdco becoming a Loan Party; provided that the provisions of this Section 5.11(h) shall
be effective only from and after the consummation of the Permitted Reorganization (but not, for the avoidance of doubt, prior to the consummation
of the Permitted Reorganization).


 


Section 5.12     Further
Assurances.


 


The Parent will, and will
cause each of the Restricted Subsidiaries to, execute any and all further documents, financing statements, agreements and instruments,
and take all such further actions (including the filing and recording of financing statements and other documents), which may be required
under any applicable law, or which the Administrative Agent may reasonably request, to effectuate the transactions contemplated by the
Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the
validity or priority of any such Lien, all at the expense of the Loan Parties. The U.S. Borrower also agrees to provide to the Administrative
Agent, from time to time upon request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority
of the Liens created or intended to be created by the Security Documents.


 






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Section 5.13     Unrestricted
Subsidiaries.


 


(a)            The
Parent may at any time after the Effective Date, substantially contemporaneously upon the organization or acquisition of any Subsidiary,
designate such Subsidiary as an Unrestricted Subsidiary, or designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted
Subsidiary as a Restricted Subsidiary; provided that: (i) immediately before and after such designation (A) no Default
or Event of Default shall have occurred and be continuing, and (B) the Parent shall be in compliance, on a pro forma basis
after giving effect to such designation, with the covenants contained in Section 6.1, in each case recomputed as at the last
day of the most recently ended fiscal quarter of the Parent for which the relevant information is available as if such designation had
occurred on the first day of each relevant period for testing such compliance; (ii) no Unrestricted Subsidiary shall own any Capital
Stock in any Borrower or any Restricted Subsidiary; (iii) no Unrestricted Subsidiary shall hold any Indebtedness of, or any Lien
on any property of, any Borrower or any Restricted Subsidiary; and (iv) no Restricted Subsidiary may be designated an Unrestricted
Subsidiary if it was previously designated an Unrestricted Subsidiary.


 


(b)            The
designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Parent therein
at the date of designation in an amount equal to the fair market value as determined in good faith by the Parent of such Investment.


 


(c)            The
designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence by the Parent at the time of such
designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time.


 


Section 5.14     Anti-Corruption
Laws; Sanctions.


 


The Parent will, and will
cause each of its Subsidiaries to, (a)(i) conduct its businesses in compliance, in all material respects, with the United States
Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions
and (ii) maintain policies and procedures designed to promote and achieve compliance by the Parent, its Subsidiaries and their respective
directors, officers, employees and agents, in all material respects, with such laws; and (b)(i) conduct its businesses in compliance,
in all material respects with all applicable Sanctions, and (ii) maintain policies and procedures designed to promote and achieve
compliance by the Parent, its Subsidiaries and their respective directors, officers, employees and agents with such Sanctions.


 


Section 5.15     German
Anti-Money Laundering-Act and German Foreign Trade Ordinance.


 


The Parent and each of the
Borrowers will comply with all their respective obligations, if any, under the German Anti-Money-Laundering-Act (“Geldwäschegesetz”)
and the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (“Außenwirtschaftsverordnung”)),
including without undue delay notifying the Agents and the Lenders of any changes to any relevant “know your customer” information
thereunder and, upon request by any Agent or Lender, furnishing such Agent or Lender with any documents or other information reasonably
requested in order to establish and verify “know your customer” information required thereunder.


 






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Section 5.16     Post-Closing
Obligations.


 


Within the time periods set
forth on Schedule 5.16 (or such longer periods as the Administrative Agent shall agree to in writing in its sole discretion), the
Loan Parties shall deliver to the Administrative Agent such documents, instruments, certificates, and agreements as are listed on, or
otherwise perform the obligations set forth on, Schedule 5.16.


 


Article VI


 


NEGATIVE
COVENANTS


 


On the Effective Date and
thereafter, until the Commitments have expired or terminated and the principal of and interest (and premium, if any) on each Loan and
all fees payable hereunder have been paid in full and all Letters of Credit and FCIs have expired (without any pending drawing) or terminated
(or been fully cash collateralized or otherwise supported in a manner consistent with the terms of Section 2.5(j) or
Section 2.6(m)(iv), as applicable) and all LC Disbursements and FCI Disbursements shall have been reimbursed, the Parent and
each Borrower covenants and agrees with the Agents and the Lenders that:


 


Section 6.1     Financial
Condition Covenants.


 


(a)            Consolidated
Leverage Ratio. The Parent will not permit the Consolidated Leverage Ratio as at the last day of any fiscal quarter of the Parent
to exceed 3.75 to 1.0; provided that: (i) upon notice from the U.S. Borrower to the Administrative Agent, as of the last day
of any fiscal quarter of the Parent ending within the four fiscal quarters immediately following a Permitted Acquisition with Consideration
in excess of $100,000,000, the Consolidated Leverage Ratio may increase to no more than 4.00 to 1.0 (the “4.00x Leverage Increase”);
provided, further that the Consolidated Leverage Ratio as at the last day of any fiscal quarter of the Parent shall be 3.75
to 1.0 for at least one full fiscal quarter before another 4.00x Leverage Increase or a 4.25x Leverage Increase may be exercised; and
(ii) upon notice from the U.S. Borrower to the Administrative Agent, as of the last day of any fiscal quarter of the Parent ending
within the four fiscal quarters immediately following a Permitted Acquisition (A) with Consideration in excess of $100,000,000, and
(B) for which the U.S. Borrower has incurred at least $150,000,000 of unsecured Indebtedness that is permitted by this Agreement,
the proceeds of which will be used solely to finance such Permitted Acquisition and any related transaction fees and expenses, the Consolidated
Leverage Ratio may increase to no more than 4.25 to 1.0 (the “4.25x Leverage Increase”); provided, further
that the Consolidated Leverage Ratio as at the last day of any fiscal quarter of the Parent shall be 3.75 to 1.0 for at least one full
fiscal quarter before another 4.25x Leverage Increase or a 4.00x Leverage Increase may be exercised.


 


(b)            Consolidated
Interest Coverage Ratio. The Parent will not permit the Consolidated Interest Coverage Ratio as of the last day of any fiscal quarter
of the Parent to be less than 3.00 to 1.0.


 


Section 6.2     Indebtedness.


 


The Parent will not, and will
not permit any Restricted Subsidiary to, create, incur, assume (collectively, “Incur”) or permit to exist (except as
provided below) any Indebtedness, except:


 


(a)            Indebtedness
created under the Loan Documents;


 


(b)            subordinated
debt of the Parent or the U.S. Borrower (including any Permitted Refinancings thereof or any subordinated debt which is in exchange for
existing subordinated debt of the Parent or the U.S. Borrower), so long as (i) such Indebtedness has no scheduled principal payments
prior to the date that is six months after the latest maturity date then in effect for Loans hereunder, (ii) the covenants and defaults,
taken as a whole, contained in the Subordinated Debt Documents are not materially more restrictive than those contained in this Agreement,
as agreed to by the Administrative Agent acting reasonably, and (iii) the Subordinated Debt Documents contain subordination terms
that are no less favorable in any material respect to the Lenders than those applicable to offerings of “high-yield” subordinated
debt by similar issuers of similar debt at or about the same time, as agreed to by the Administrative Agent acting reasonably;


 






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(c)            Indebtedness
existing on the Effective Date and set forth in Section 6.2 of the Disclosure Letter and Permitted Refinancings thereof;


 


(d)            Indebtedness
of the Parent to any Restricted Subsidiary and of any Restricted Subsidiary to the Parent or any other Restricted Subsidiary; provided
that Indebtedness pursuant to this Section 6.2(d) of any Restricted Subsidiary that is not a Wholly Owned Loan Party
shall be subject to Section 6.5;


 


(e)            Indebtedness
relating to reimbursement and related obligations in connection with surety, indemnity, performance, warranty, release and appeal bonds
or instruments, bank guarantees, letters of credit, and guarantees of any of the foregoing in each case supporting obligations not constituting
Indebtedness for borrowed money and obtained in the ordinary course of business;


 


(f)            Guarantees
by the Parent of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Parent or any other
Restricted Subsidiary; provided that (i) Guarantees pursuant to this Section 6.2(f) of Indebtedness of any
Restricted Subsidiary that is not a Wholly Owned Loan Party shall be subject to Section 6.5, (ii) a Restricted Subsidiary
shall not Guarantee the Indebtedness of any Loan Party unless such Restricted Subsidiary has also Guaranteed the Obligations pursuant
to the Guarantee and Collateral Agreement and (iii) Guarantees pursuant to this Section 6.2(f) of Subordinated Debt
shall be subordinated to the Guarantee of the Obligations pursuant to the Guarantee and Collateral Agreement on terms no less favorable
to the Lenders than the subordination provisions of the Subordinated Debt;


 


(g)            (i) Indebtedness
of the Parent or any Restricted Subsidiary Incurred to finance the acquisition, construction or improvement of any fixed or capital assets,
including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a
Lien on any such assets prior to the acquisition thereof, and Permitted Refinancings thereof; provided that such Indebtedness (other
than any such Permitted Refinancings) is Incurred prior to or within 90 days after such acquisition or the completion of such construction
or improvement; and (ii) Attributable Debt in connection with Sale/Leaseback Transactions involving fixed or capital assets; provided
that the aggregate principal amount of all Specified Indebtedness, after giving effect to the Incurrence of any Indebtedness in reliance
on this Section 6.2(g)(ii), shall not exceed an amount equal to 15% of the Total Consolidated Assets;


 


(h)            Indebtedness
of any Person that becomes a Restricted Subsidiary after the Effective Date and Permitted Refinancings thereof; provided that (i) such
Indebtedness (other than any such Permitted Refinancings) exists at the time such Person becomes a Restricted Subsidiary and is not created
in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) at the time of Incurrence thereof
and after giving effect thereto, the aggregate principal amount of all Specified Indebtedness shall not exceed an amount equal to 15%
of the Total Consolidated Assets;


 


(i)            Indebtedness
to finance the general working capital needs of the Parent and its Restricted Subsidiaries, incurred after the Revolving Maturity Date,
in an aggregate principal amount not to exceed the amount of the aggregate Revolving Commitments as in effect immediately prior to such
date; provided that (i) the Revolving Commitments shall have been or shall concurrently be terminated, the Revolving Loans
and Swingline Loans shall have been or shall concurrently be repaid in full, all LC Disbursements shall have been repaid in full and all
Financial Letters of Credit and Non-Financial Letters of Credit shall have been or shall concurrently be cancelled or replaced or cash
collateralized or other arrangements reasonably satisfactory to the Administrative Agent, the Foreign Trade Facility Agent and the applicable
Issuing Lenders shall have been made and (ii) the terms and conditions of such replacement working capital facility (including any
arrangements for sharing of collateral, which the Administrative Agent shall enter into with the relevant Loan Parties and the applicable
lender(s)) are, taken as a whole, not materially less favorable to the Parent and its Restricted Subsidiaries or the Lenders than the
provisions contained herein;


 






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(j)            Indebtedness
relating to reimbursement and related obligations in connection with letters of credit, bank guarantees or surety instruments obtained
in the ordinary course of business, and guarantees of the foregoing, in an aggregate face amount not exceeding $50,000,000 at any time
outstanding (which may be secured); provided that, in the case of any such Indebtedness pursuant to this Section 6.2(j) that
is secured, at the time of Incurrence thereof, after giving effect thereto, the aggregate principal amount of all Specified Indebtedness
shall not exceed an amount equal to 15% of the Total Consolidated Assets;


 


(k)            Indebtedness
of Foreign Subsidiaries and any other Restricted Subsidiary that is not a Loan Party; provided that, (i) at the time of Incurrence
thereof, after giving effect thereto, the aggregate principal amount of all Specified Indebtedness shall not exceed an amount equal to
15% of the Total Consolidated Assets (with the amount of Indebtedness under overdraft lines or cash management facilities being determined
net of cash held for the benefit of the relevant Subsidiary by the institution creating such overdraft or cash management facility), (ii) the
aggregate principal amount of such Indebtedness that is secured Indebtedness, when taken together with Indebtedness outstanding pursuant
to Section 6.2(r) that is secured, shall not exceed $50,000,000 at any time outstanding, and (iii) to the extent
that any Liens secure such Indebtedness, such Liens either shall have been granted pursuant to the Security Documents or shall be otherwise
permitted under Section 6.3(i) and, to the extent deemed necessary or appropriate by the Administrative Agent in its
sole discretion, any such secured Indebtedness shall be subject to an intercreditor agreement in form and substance reasonably acceptable
to the Administrative Agent;


 


(l)            unsecured
Indebtedness of any Loan Party (and any unsecured Guarantees of such Indebtedness by any other Loan Party to the extent permitted by Section 6.2(f))
and any Permitted Refinancings of any such Indebtedness that are Incurred by any Loan Party and that are unsecured (and any unsecured
Guarantees of such Indebtedness by any other Loan Party to the extent permitted by Section 6.2(f)); provided that,
with respect to all Indebtedness permitted by this Section 6.2(l) (including any extension, renewal or replacement thereof),
(i) such Indebtedness has no scheduled principal payments prior to the latest maturity date then in effect for Loans hereunder (provided
that this clause (i) shall not apply to bridge Indebtedness incurred by any Loan Party, so long as (A) at the initial maturity
of such bridge Indebtedness, such bridge Indebtedness shall automatically convert to (or would be required to be exchanged for) Indebtedness
that complies with this clause (i), and (B) the only prepayments required to be made on such bridge Indebtedness shall be such prepayments
as are customary for similar bridge financings in light of then-prevailing market conditions (as determined by the U.S. Borrower in consultation
with the Administrative Agent)), (ii) the covenants and defaults, taken as a whole, contained in the documentation for such Indebtedness
are not materially more restrictive than those contained in this Agreement, as agreed to by the Administrative Agent acting reasonably,
(iii) no Specified Default shall have occurred and be continuing, or would occur after giving effect to the Incurrence of such Indebtedness,
and (iv) the Parent shall be in compliance, on a pro forma basis after giving effect to the Incurrence of such Indebtedness,
with the covenants contained in Section 6.1, in each case recomputed as at the last day of the most recently ended fiscal
quarter of the Parent for which the financial statements were (or were required to be) delivered pursuant to Section 5.1(a) or
Section 5.1(b) as if such Incurrence had occurred on the first day of each relevant period for testing such compliance
(as demonstrated in a certificate of a Financial Officer of the Parent delivered to the Administrative Agent not more than two Business
Days prior to such Incurrence);


 






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(m)            Receivables
Transaction Attributed Indebtedness and all yield, interest, fees, indemnities and other amounts related thereto; provided that
the related Qualified Receivables Transaction shall be subject to Section 6.6(c);


 


(n)            [Reserved];


 


(o)            (i) Hedging
Agreements, so long as such agreements are not entered into for speculative purposes and (ii) conveyances of bank drafts received
in the ordinary course of business to financial institutions in exchange for discounted cash payments;


 


(p)            [Reserved];


 


(q)            other
Indebtedness of any Loan Party in an aggregate principal amount not exceeding $150,000,000 at any time outstanding; provided that,
in the case of any such Indebtedness pursuant to this Section 6.2(q) that is secured, at the time of Incurrence thereof,
after giving effect thereto, the aggregate principal amount of all Specified Indebtedness shall not exceed an amount equal to 15% of the
Total Consolidated Assets;


 


(r)            borrowed
money Indebtedness and/or Indebtedness relating to reimbursement and related obligations in connection with letters of credit, bank guarantees
or other credit instruments issued for the account of any Chinese Subsidiary, any Indian Subsidiary or any other Foreign Subsidiary pursuant
to a facility or facilities provided by one or more financial institutions; provided that the aggregate principal amount of such
borrowed money Indebtedness and the face amount of such letters of credit, bank guarantees or other credit instruments at any time outstanding
under one or more facilities pursuant to this Section 6.2(r) shall not exceed $50,000,000; provided further that,
(i) the aggregate principal amount of such Indebtedness that is secured Indebtedness, when taken together with Indebtedness outstanding
pursuant to Section 6.2(k) that is secured, shall not exceed $50,000,000 at any time outstanding, and (ii) to the
extent that any Liens secure such Indebtedness, such Liens either shall have been granted pursuant to the Security Documents or shall
be otherwise permitted under Section 6.3(i) and, to the extent deemed necessary or appropriate by the Administrative
Agent in its sole discretion, any such secured Indebtedness shall be subject to an intercreditor agreement in form and substance reasonably
acceptable to the Administrative Agent;


 


(s)            Indebtedness
assumed in connection with any Permitted Acquisition after the Effective Date so long as such Indebtedness is not incurred in contemplation
of such Permitted Acquisition, and any Permitted Refinancings of any such Indebtedness; and


 


(t)            (i) Incremental
Equivalent Indebtedness; provided that (A) the aggregate principal amount of such Indebtedness outstanding at any time, plus
the aggregate principal amount of Incremental Term Loans and Commitment increases incurred in reliance on Section 2.1(b),
shall not exceed, as of any date of determination, the Incremental Amount, (B) no Default or Event of Default shall have occurred
and be continuing, or would occur after giving effect to the Incurrence of such Indebtedness, and (C) the Parent shall be in compliance,
on a pro forma basis after giving effect to the Incurrence of such Indebtedness (and assuming for such purposes that such Indebtedness
is fully drawn), with the covenants contained in Section 6.1, in each case recomputed as at the last day of the most recently
ended fiscal quarter of the Parent for which the financial statements were (or were required to be) delivered pursuant to Section 5.1(a) or
Section 5.1(b) as if such Incurrence had occurred on the first day of each relevant period for testing such compliance;
and (ii) Permitted Refinancings of any Incremental Equivalent Indebtedness permitted pursuant to Section 6.2(t)(i).


 






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For purposes of determining compliance with this
Section 6.2, (i) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one
of the categories of Indebtedness described in this Section 6.2, the Parent may classify, at the time of incurrence, such
item of Indebtedness (or any portion thereof) in any such category and will only be required to include such Indebtedness (or any portion
thereof) in one of the categories of Indebtedness permitted in this Section 6.2 and (ii) at the time of incurrence, the
Parent may divide and classify an item of Indebtedness (or any portion thereof) in more than one of the categories of Indebtedness permitted
in this Section 6.2.


 


Section 6.3     Liens.


 


The Parent will not, and will
not permit any Restricted Subsidiary to, Incur or permit to exist any Lien on any property or asset now owned or hereafter acquired
by it, or assign or sell any income or revenues (including Receivables) or rights in respect of any thereof, except:


 


(a)            Liens
created under the Loan Documents;


 


(b)            Permitted
Encumbrances;


 


(c)            any
Lien on any property or asset of the Parent or any Restricted Subsidiary existing on the Effective Date and set forth in Section 6.3
of the Disclosure Letter; provided that (i) such Lien shall not apply to any other property or asset of the Parent or any
Restricted Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or
appurtenant thereto) and (ii) such Lien shall secure only those obligations which it secures on the Effective Date and extensions,
renewals and replacements thereof that do not increase the outstanding principal amount thereof;


 


(d)            any
Lien existing on any property prior to the acquisition thereof by the Parent or any Restricted Subsidiary or existing on any property
of any Person that becomes a Restricted Subsidiary after the Effective Date prior to the time such Person becomes a Restricted Subsidiary;
provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming
a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property of the Parent or any Restricted
Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant
thereto) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such
Person becomes a Restricted Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the
outstanding principal amount thereof;


 


(e)            Liens
on fixed or capital assets acquired, constructed or improved by the Parent or any Restricted Subsidiary; provided that (i) such
Liens secure Indebtedness permitted by Section 6.2(g), (ii) such Liens and the Indebtedness secured thereby (other than
extensions, renewals and replacements) are Incurred prior to or within 90 days after such acquisition or the completion of such construction
or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such
fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of the Parent or any Restricted Subsidiary
(other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto);


 






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(f)            Liens
on the property or assets of a Person that becomes a Restricted Subsidiary after the Effective Date securing Indebtedness permitted by
Section 6.2(h); provided that (i) such Liens existed at the time such Person (other than improvements, accessions,
proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto) became a Restricted Subsidiary and were
not created in contemplation thereof, (ii) any such Lien is not expanded to cover any property or assets of such Person after the
time such Person becomes a Restricted Subsidiary and (iii) any such Lien shall secure only those obligations which it secures on
the date such Person becomes a Restricted Subsidiary and extensions, renewals and replacements thereof that do not increase the outstanding
principal amount thereof;


 


(g)            Liens
securing Indebtedness permitted by Section 6.2(i); provided that, if any such Liens are on property that is not Collateral,
then, contemporaneously with the Incurrence of such Liens, effective provision is made to secure the Obligations equally and ratably with
the Indebtedness secured by such Liens for so long as such Indebtedness is so secured;


 


(h)            Liens
securing Indebtedness permitted by Section 6.2(j);


 


(i)            Liens
on property of any Foreign Subsidiary or any other Restricted Subsidiary that is not a Loan Party securing Indebtedness of such Subsidiary
permitted by Section 6.2(k) or Section 6.2(r);


 


(j)            Liens
on (i) assets transferred to a Receivables Entity or other Person in connection with a Qualified Receivables Transaction, (ii) any
subordinated note or certificate issued by a Receivables Entity in exchange for, or otherwise backed by, Receivables transferred to such
Receivables Entity in connection with a Qualified Receivables Transaction, or (iii) assets of a Receivables Entity, in each case
Incurred in connection with a Qualified Receivables Transaction securing Indebtedness permitted by Section 6.2(m);


 


(k)            Liens
securing Incremental Equivalent Indebtedness (and any Permitted Refinancings thereof) permitted by Section 6.2(t); and


 


(l)            Liens
securing Indebtedness or other obligations or liabilities (other than Indebtedness) in an aggregate principal amount not exceeding an
amount equal to 7.5% of the Total Consolidated Assets at any time outstanding.


 


It is understood that Liens
pursuant to Sections 6.3(d), (e), (f), (g), (h), (i), (j) and (k) may
be Incurred only to the extent the corresponding Indebtedness is expressly permitted to be Incurred pursuant to Section 6.2.


 


Section 6.4     Fundamental
Changes.


 


The Parent will not, and will
not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or
consolidate with it, or liquidate or dissolve, except that, so long as at the time thereof and immediately after giving effect thereto
no Default or Event of Default shall have occurred and be continuing:


 


(a)            any
Person may merge into the U.S. Borrower in a transaction in which the U.S. Borrower is the surviving Person;


 


(b)            any
Person (other than the Parent or the U.S. Borrower) may merge or consolidate with any Guarantor (other than the Parent or the U.S. Borrower)
so long as the surviving entity is or becomes a Guarantor;


 


(c)            any
Restricted Subsidiary may Dispose of its assets to any Loan Party pursuant to a transaction of liquidation or dissolution;


 






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(d)            the
Parent or any Restricted Subsidiary may Dispose of any Restricted Subsidiary pursuant to a merger of such Restricted Subsidiary in a Disposition
permitted by Section 6.6;


 


(e)            any
Foreign Subsidiary or other Restricted Subsidiary that is not a Loan Party: (i) may merge or consolidate with any other Person so
long as the surviving entity is a Restricted Subsidiary; provided that in the case of a merger or consolidation involving a Foreign
Subsidiary Borrower, the surviving entity is a Borrower; or (y) may Dispose of its assets to any other Restricted Subsidiary pursuant
to a transaction of liquidation or dissolution;


 


(f)            the
U.S. Borrower may merge or consolidate into any other Person so long as (i) the surviving entity assumes all the Obligations of the
U.S. Borrower hereunder and under the other Loan Documents pursuant to a written agreement reasonably satisfactory to the Administrative
Agent, (ii) the surviving entity is organized under the laws of a jurisdiction within the United States, (iii) no Default or
Event of Default shall have occurred and be continuing, or would occur after giving effect to such merger, (iv) the Parent shall
be in compliance, on a pro forma basis after giving effect to such merger or consolidation, as applicable, with the covenants contained
in Section 6.1, in each case recomputed as at the last day of the most recently ended fiscal quarter of the Parent for which
the financial statements were (or were required to be) delivered pursuant to Section 5.1(a) or Section 5.1(b) as
if such merger or consolidation had occurred on the first day of each relevant period for testing such compliance (as demonstrated in
a certificate of a Financial Officer of the Parent delivered to the Administrative Agent at least five Business Days prior to such merger
or consolidation), (v) all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent
to continue at all times following such merger or consolidation to have a valid, legal and perfected security interest in all the Collateral
to the same extent as prior to such merger or consolidation, and (vi)(A) the surviving entity shall have provided to each Agent and
each Lender the documentation and other information requested by such Agent or such Lender in order to comply with applicable law, including
the PATRIOT Act, Sanctions, the United States Foreign Corrupt Practices Act of 1977, the applicable European Union or German acts and
ordinance such as the German Anti-Money-Laundering-Act (“Geldwäschegesetz”), and the German Foreign Trade Ordinance
(Verordnung zur Durchführung des Außenwirtschaftsgesetzes (“Außenwirtschaftsverordnung”)),
and (B) if the surviving entity qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each
Agent and each Lender shall have received, to the extent requested by such Agent or such Lender, a Beneficial Ownership Certification
with respect to the surviving entity; and


 


(g)            the
Permitted Reorganization may be consummated.


 


It is understood that no transaction
pursuant to this Section 6.4 shall be permitted unless any Investment or Disposition made in connection therewith is also
expressly permitted by Section 6.5 or Section 6.6, as applicable.


 


Section 6.5     Investments,
Loans, Advances, Guarantees and Acquisitions.


 


The Parent will not, and will
not permit any of its Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was
not a Wholly Owned Subsidiary prior to such merger) any Capital Stock of or evidences of Indebtedness or other securities (including any
option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations
of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction
or a series of transactions) any assets of any other Person constituting a business unit (collectively, “Investments”),
except:


 


(a)            Permitted
Investments;


 






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(b)            Investments
existing on the Effective Date and set forth in Section 6.5 of the Disclosure Letter;


 


(c)            Investments
in any Wholly Owned Subsidiary (other than any Unrestricted Subsidiary); provided that, if and to the extent applicable, the requirements
set forth in Section 5.11 with respect to such Wholly Owned Subsidiary are satisfied;


 


(d)            loans
and advances to employees of the Parent or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment
and relocation expenses) in an aggregate amount for the Parent and its Restricted Subsidiaries not to exceed $7,500,000 at any time outstanding;


 


(e)            Guarantees
constituting Indebtedness permitted by Section 6.2; provided that (i) a Restricted Subsidiary shall not Guarantee
any Subordinated Debt or any Other Permitted Debt unless (A) such Restricted Subsidiary also has Guaranteed the Obligations pursuant
to the Guarantee and Collateral Agreement, (B) in the case of any Guarantee of Subordinated Debt, such Guarantee of the Subordinated
Debt is subordinated to such Guarantee of the Obligations on terms no less favorable to the Lenders than the subordination provisions
of the Subordinated Debt and (C) such Guarantee provides for the release and termination thereof, without action by any party, upon
Disposition of the relevant Restricted Subsidiary, (ii) the aggregate principal amount of Indebtedness of Restricted Subsidiaries
that are not Wholly Owned Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitations set forth in Sections
6.5(c), (g), (l) and (m) and (iii) a Restricted Subsidiary shall not Guarantee the Indebtedness
of any Loan Party unless such Restricted Subsidiary has also Guaranteed the Obligations pursuant to the Guarantee and Collateral Agreement;


 


(f)            Permitted
Acquisitions (including any related Investment in any Restricted Subsidiary in order to provide all or any portion of (but not more than)
the Consideration for such Permitted Acquisition);


 


(g)            (i) Guarantees
by the Parent and any of its Restricted Subsidiaries of any Contractual Obligations (not constituting Indebtedness) of the Parent or any
Restricted Subsidiary and (ii) Guarantees by the Parent of any obligations of any of its Foreign Subsidiaries under any foreign currency
Hedging Agreements of such Foreign Subsidiaries or cash pooling arrangements among Foreign Subsidiaries (sometimes intermediated by a
commercial bank);


 


(h)            [reserved];


 


(i)            Investments
financed with Capital Stock of the Parent (or the net proceeds of the issuance of Capital Stock of the Parent (solely to the extent such
issuance of Capital Stock is made to a Person other than the Parent or any Restricted Subsidiary)); provided that no Event of Default
shall occur after giving effect to such Investment;


 


(j)            Investments
comprised of capital contributions (whether in the form of cash, a note or other assets) to a Receivables Entity or otherwise resulting
from transfers of assets permitted by Section 6.6(c);


 


(k)            Investments
comprised of non-cash consideration received by the Parent or any Restricted Subsidiary in connection with any Disposition permitted by
Section 6.6(e);


 


(l)            (i) Guarantees
by the Parent and any of its Restricted Subsidiaries of Indebtedness permitted by Sections 6.2(j), (p) and (r) and
(ii) Guarantees in the form of FCIs caused to be issued by the U.S. Borrower or any Foreign Subsidiary Borrower pursuant to Section 2.6
to support the Indebtedness of any Chinese Subsidiary or other Foreign Subsidiary permitted by Section 6.2(r); and


 






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(m)            (i) other
Investments if, after giving effect to any such Investment on a pro forma basis in each case recomputed as at the last day of the most
recently ended fiscal quarter of the Parent for which the financial statements were (or were required to be) delivered pursuant to Section 5.1(a) or
Section 5.1(b) as if such Investment had occurred on the first day of each relevant period, the Consolidated Leverage
Ratio is less than 2.75 to 1.0 and (ii) other Investments in the aggregate not to exceed an amount equal to (A) 10% of the Total
Consolidated Assets (determined at the time of making such Investment) plus (B) an additional amount for all such Investments
made after the Effective Date that is equal to the portion, if any, of the Available Amount on such date that the Parent elects to apply
to this Section 6.5(m)(ii)(B) if, after giving effect to any such Investment on a pro forma basis in each case recomputed
as at the last day of the most recently ended fiscal quarter of the Parent for which the financial statements were (or were required to
be) delivered pursuant to Section 5.1(a) or Section 5.1(b) as if such Investment had occurred on the
first day of each relevant period, the Consolidated Leverage Ratio is greater than or equal to 2.75 to 1.0.


 


The outstanding amount of any Investment shall
be equal to the total of (x) the sum of (I) the original cost of such Investment (such original cost to be determined at the
time any such Investment is originally committed to be made by the applicable Person), plus (II) the cost of all additions
thereto, minus (y) any cash proceeds from the disposition of or other cash or non-cash (at the fair market value thereof as
reasonably determined in good faith by the Parent) distributions on or return of such Investment, without any adjustments for increases
or decreases in value or write-ups, write-downs or write-offs with respect to such Investment; provided that the amount of any
Investment shall not be less than zero.


 


Section 6.6     Disposition
of Assets.


 


The Parent will not, and will
not permit any of its Restricted Subsidiaries to, Dispose of any asset, including any Capital Stock owned by it (other than Capital Stock
of the Parent held in treasury by the Parent), nor will the Parent permit any of its Restricted Subsidiaries to issue any additional Capital
Stock of such Restricted Subsidiary, except:


 


(a)            (i) sales
of inventory, obsolete or worn-out equipment and Permitted Investments, (ii) leases or licenses of real or personal property, (iii) sale,
transfer, abandonment or other disposition of intellectual property no longer used or useful in the conduct of the business and (iv) conveyances
of bank drafts received in the ordinary course of business to financial institutions in exchange for discounted cash payments, in each
case in the ordinary course of business;


 


(b)            Dispositions
to the Parent or a Restricted Subsidiary; provided that any such Dispositions by a Loan Party to a Restricted Subsidiary that is
not a Loan Party shall be made in compliance with Section 6.5;


 


(c)            sales
of Receivables and related assets (including any subordinated note or certificate issued by a Receivables Entity in exchange for, or otherwise
backed by, Receivables transferred to such Receivables Entity in connection with a Qualified Receivables Transaction) or an interest therein
of the type specified in the definition of “Qualified Receivables Transaction” pursuant to a Qualified Receivables Transaction
so long as each such transaction shall be a Qualified Receivables Transaction, as agreed by the Administrative Agent acting reasonably;
provided that the aggregate amount of all Receivables Transaction Attributed Indebtedness in respect to such Qualified Receivables
Transactions shall not exceed $100,000,000;


 






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(d)            [reserved];


 


(e)            Dispositions
of assets that are not otherwise permitted by this Section 6.6; provided that (i) the aggregate gross proceeds
(including any non-cash proceeds, determined on the basis of face amount in the case of notes or similar consideration and on the basis
of fair market value in the case of other non-cash proceeds) of all assets Disposed of in reliance upon this Section 6.6(e) shall
not exceed, in any fiscal year of the Parent, an amount equal to 15% of the Total Consolidated Assets (determined at the time of making
such Disposition with reference to the Total Consolidated Assets as of the end of the most recently completed fiscal year for which financial
statements have been delivered pursuant to Section 5.1(a)); provided further that Dispositions of assets, if not made
to the extent permitted in any fiscal year as provided in this clause (i) (for the avoidance of doubt, starting with the fiscal year
ending December 31, 2022), may be made in any subsequent fiscal year on a cumulative basis with the Disposition of assets permitted
in such subsequent fiscal year and (ii) any Disposition permitted by this Section 6.6(e) for a purchase price in
excess of $10,000,000 shall be made for fair value and for at least 75% cash consideration;


 


(f)            [reserved];
and


 


(g)            Dispositions
of assets to any joint venture of the Parent; provided that any such Disposition pursuant to this Section 6.6(g) constitutes
an Investment permitted under Section 6.5.


 


For purposes of Section 6.6(e):


 


(i)            the
following will be deemed to be cash:


 


(A)            the
assumption by the transferee of Indebtedness (other than subordinated Indebtedness or preferred stock) of the Parent or of any Restricted
Subsidiary (in which case, the Parent or such Restricted Subsidiary will, without further action, be deemed to have applied such deemed
cash to Indebtedness in accordance with clause (b)(ii) of the definition of “Net Proceeds”); provided that the
amount of assumed Indebtedness that is deemed to be cash shall not exceed $200,000,000 in the aggregate from and after the Effective Date;


 


(B)            securities,
notes or other obligations received by the Parent or any Restricted Subsidiary from the transferee that are converted, sold or exchanged
within 90 days of receipt thereof by the Parent or such Restricted Subsidiary into cash (to the extent of the cash received in such conversion,
sale or exchange); and


 


(C)            in
the case of any particular Disposition, promissory notes received by the Parent or any Restricted Subsidiary from the transferee having
an aggregate principal amount not to exceed $20,000,000; and


 


(ii)            in
the case of a Disposition consisting of an Asset Swap, the Parent or such Restricted Subsidiary shall only be required to receive cash
in an amount equal to at least 75% of the proceeds of such Disposition which are not part of the Asset Swap, provided that at the
time of such Asset Swap, after giving effect thereto, the aggregate fair value (as determined at the time of such related Asset Swap and
not subject to later revaluation) of the assets of the Parent and its Restricted Subsidiaries that are the subject of all such Asset Swaps
from and after the Effective Date shall not exceed an amount equal to 15% of the Total Consolidated Assets.


 






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Section 6.7     Sale/Leaseback
Transactions.


 


The Parent will not, and will
not permit any Restricted Subsidiary to, enter into any arrangement (each, a “Sale/Leaseback Transaction”) providing
for the leasing to the Parent or any Restricted Subsidiary of real or personal property that has been or is to be (a) sold or transferred
by the Parent or any Restricted Subsidiary or (b) constructed or acquired by a third party in anticipation of a program of leasing
to the Parent or any Restricted Subsidiary, in each case unless the Attributable Debt resulting therefrom is permitted by Section 6.2(d),
Section 6.2(g) or Section 6.2(q).


 


Section 6.8     Restricted
Payments.


 


The Parent will not, and will
not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or
Incur any obligation (contingent or otherwise) to do so, except:


 


(a)            the
Parent may (i) declare and pay dividends with respect to its Capital Stock payable solely in shares of its Capital Stock (or options,
warrants or other rights to acquire its Capital Stock) or (ii) make other distributions or payments payable solely in shares of its
Capital Stock (or options, warrants or other rights to acquire its Capital Stock);


 


(b)            any
Wholly Owned Subsidiary may declare and pay Restricted Payments to its immediate parent;


 


(c)            any
non-Wholly Owned Subsidiary may declare and pay Restricted Payments ratably with respect to its Capital Stock;


 


(d)            the
Parent may make Restricted Payments, not exceeding $5,000,000 during any fiscal year, pursuant to and in accordance with stock option
plans, restricted stock plans or other benefit plans or contracts for current or former management or employees of the Parent and its
Restricted Subsidiaries;


 


(e)            the
Parent may repurchase its Capital Stock and may declare and pay cash dividends to the holders of its Capital Stock; provided that
if the Consolidated Leverage Ratio on a pro forma basis immediately after giving effect to such repurchase or dividend declaration (with
the reference period for Consolidated EBITDA being the most recent period of four consecutive fiscal quarters for which the relevant financial
statements have been (or were required to be) delivered pursuant to Section 5.1(a) or Section 5.1(b), as
applicable) is: (i) greater than or equal to 2.75 to 1.0, the aggregate amount of such repurchases and dividend declarations pursuant
to this Section 6.8(e)(i) shall not exceed (A) $100,000,000 per fiscal year plus (B) an amount equal
to the portion, if any, of the Available Amount on such date that the Parent elects to apply to this Section 6.8(e)(i)(B);
and (ii) less than 2.75 to 1.0, the aggregate amount of such repurchases and dividend declarations pursuant to this Section 6.8(e)(ii) shall
be unlimited; provided, further, that any such cash dividends shall be paid within 60 days after the date of declaration
thereof; and


 


(f)            the
Parent or any Restricted Subsidiary may make Restricted Payments to the extent required by the terms of its joint venture or similar agreements
relating to non-Wholly Owned Subsidiaries; provided that no such Restricted Payment shall be permitted by this Section 6.8(f) unless
any Investment made in connection therewith is also expressly permitted by Section 6.5.


 


Section 6.9     Payments
of Certain Subordinated Debt; Certain Derivative Transactions.


 


The Parent will not, nor will
it permit any Restricted Subsidiary to:


 






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(a)            make
or agree or offer to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property)
of or in respect of principal of or interest on any Subordinated Debt, or any payment or other distribution (whether in cash, securities
or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation
or termination of any Subordinated Debt, except:


 


(i)            extensions,
renewals, replacements or exchanges of any Subordinated Debt permitted by Section 6.2(b);


 


(ii)            the
payment of regularly scheduled interest and principal payments as and when due in respect of any Subordinated Debt;


 


(iii)            the
prepayment of any Subordinated Debt; provided that if the Consolidated Leverage Ratio on a pro forma basis immediately after giving
effect to such prepayment (with the reference period for Consolidated EBITDA being the most recent period of four consecutive fiscal quarters
for which the relevant financial statements have been (or were required to be) delivered pursuant to Section 5.1(a) or
Section 5.1(b), as applicable) is: (A) greater than or equal to 2.75 to 1.0, the aggregate amount of such prepayments
pursuant to this Section 6.9(a)(iii)(A) shall not exceed an amount that is equal to the portion, if any, of the Available
Amount on such date that the Parent elects to apply to this Section 6.9(a)(iii)(A); and (B) less than 2.75 to 1.0, the
aggregate amount of such prepayments pursuant to this Section 6.9(a)(iii)(B) shall be unlimited; other than, in each
of clauses (iii)(A) and (iii)(B) above, any such payments, purchases or other acquisitions of Subordinated Debt that are prohibited
by the subordination provisions thereof; or


 


(b)            enter
into any derivative transaction or similar transaction obligating the Parent or any of its Restricted Subsidiaries to make payments to
any other Person as a result of a change in market value of any Subordinated Debt.


 


Section 6.10     Transactions
with Affiliates.


 


The Parent will not, and will
not permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise
acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except:


 


(a)            transactions
that are at prices and on terms and conditions, taken as a whole, not materially less favorable to the Parent or such Restricted Subsidiary
than could be obtained on an arm’s-length basis from unrelated third parties;


 


(b)            transactions
between or among the Parent and the Restricted Subsidiaries (other than a Receivables Entity) not involving any other Affiliate;


 


(c)            any
Restricted Payment permitted by Section 6.8;


 


(d)            any
Qualified Receivables Transaction expressly permitted by Section 6.6(c);


 


(e)            the
Permitted Reorganization; and


 


(f)            any
other transaction expressly permitted by Section 6.5.


 






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Section 6.11     Restrictive
Agreements.


 


The Parent will not, and will
not permit any other Loan Party to, enter into, Incur or permit to exist any agreement or other arrangement that prohibits, restricts
or imposes any condition upon (a) the ability of the Parent or any Restricted Subsidiary to create, Incur or permit to exist
any Lien upon any of its property, (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect
to any shares of its capital stock or to make or repay loans or advances to the Parent or any other Restricted Subsidiary or to Guarantee
Indebtedness of the Parent or any other Restricted Subsidiary or (c) the ability of any Restricted Subsidiary to transfer any of
its assets to the Parent or any other Restricted Subsidiary; provided that:


 


(i)            the
foregoing shall not apply to restrictions and conditions imposed by law, Permitted Encumbrances, any Loan Document, any Subordinated Debt
Document or any Other Permitted Debt Document; provided that such restrictions and conditions shall not restrict any Loan Party
from complying with the requirements of Section 5.11(b) (without giving effect to clause (i)(C) thereof) or, from
and after the consummation of the Permitted Reorganization, Section 5.11(h);


 


(ii)            the
foregoing shall not apply to restrictions and conditions existing on the Effective Date identified in Section 6.11 of the Disclosure
Letter (but shall apply to any amendment or modification expanding the scope of any such restriction or condition);


 


(iii)            the
foregoing shall not apply to restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or assets
pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is (or the assets
that are) to be sold and such sale is permitted by this Agreement;


 


(iv)            the
foregoing shall not apply to restrictions or conditions imposed by any agreement relating to a Qualified Receivables Transaction permitted
by this Agreement if such restrictions or conditions apply only to the relevant Receivables Entity;


 


(v)            the
foregoing shall not apply to restrictions and conditions contained in documentation relating to a Restricted Subsidiary acquired in a
Permitted Acquisition; provided that such restriction or condition (x) existed at the time such Person became a Restricted
Subsidiary, (y) was not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (z) applies
only to such Restricted Subsidiary;


 


(vi)            the
foregoing shall not apply to restrictions or conditions imposed by any agreement relating to (A) secured Indebtedness permitted by
this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or (B) Indebtedness
of a Foreign Subsidiary permitted by this Agreement if such restrictions or conditions apply only to such Foreign Subsidiary and its Subsidiaries
that are not Loan Parties;


 


(vii)            clauses
(a) and (c) above shall not apply to customary provisions in leases and other contracts restricting the assignment thereof;
and


 


(viii)            the
foregoing shall not apply to customary provisions in purchase money obligations for property acquired in the ordinary course of business,
Capital Lease Obligations, industrial revenue bonds or operating leases that impose encumbrances or restrictions on the property so acquired
or covered thereby, restrictions on cash or other deposits or net worth required by customers under contracts entered into in the ordinary
course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity
interests in such Person) that is the subject thereof.


 






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Section 6.12     Amendment
of Material Documents, etc.


 


The Parent will not, and will
not permit any Restricted Subsidiary to, (a) amend, modify, supplement or waive in any respect that is material and adverse to the
Lenders any of its rights under any Subordinated Debt Document (it being understood, however, that any amendment to provide Guarantees
in respect of any Subordinated Debt, which Guarantees are permitted by this Agreement, would not constitute such an amendment) or (b) designate
any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents or Indebtedness permitted pursuant to Section 6.2(i))
as “Designated Senior Indebtedness” (or any comparable concept) that controls payment blockages for the purposes of any Subordinated
Debt Documents.


 


Section 6.13     Sanctions.


 


The Parent will not, and will
not permit any Subsidiary to, directly or indirectly, use the proceeds of any Loan, Letter of Credit, FCI or other credit extension hereunder
or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity,
to fund any activities of or business with any individual or entity, 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 individual or entity (including any individual
or entity participating in the transaction, whether as Lender, arranger, Administrative Agent, Foreign Trade Facility Agent, Issuing
Lender, Swingline Lender or otherwise) of Sanctions, in each case to the extent that the aforementioned Sanctions are applicable to the
Parent or any of its Subsidiaries. Notwithstanding the foregoing, this Section 6.13 does not prohibit the direct or indirect
use of the proceeds of any extension of credit in a manner that is permissible under the Sanctions.


 


Nothing in this Section 6.13
shall create or establish an obligation or right for any German Loan Party or other Borrower in so far as agreeing to it would violate
or expose any German Loan Party or other Borrower to any liability under EU Regulation (EC) 2271/96, would violate or expose any German
Loan Party to liability under Section 7 of the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes
(Außenwirtschaftsverordnung)) or would violate or expose any German Loan Party or other Borrower to liability under any similar
anti-boycott or blocking law regulation or statute that is in force from time to time and applicable to such entity. The covenants in
this Section 6.13 given by any Loan Party to any Lender domiciled in Germany (Inländer) within the meaning of
Section 2 paragraph 15 of the German Foreign Trade Act (Außenwirtschaftsgesetz) are made only to the extent that any
Lender domiciled in Germany (Inländer) within the meaning of Section 2 paragraph 15 of the German Foreign Trade Act (Außenwirtschaftsgesetz)
would be permitted to make such covenants pursuant to Section 7 of the German Foreign Trade Ordinance (Verordnung zur Durchführung
des Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung)).


 


Section 6.14     Anti-Corruption
Laws.


 


The Parent will not, and will
not permit any Subsidiary to, directly or indirectly, use the proceeds of any Loan, Letter of Credit, FCI or other credit extension hereunder
for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, other similar anti-corruption
legislation in other jurisdictions or any Anti-Money Laundering Laws, in each case to the extent that the aforementioned anti-corruption
legislation or Anti-Money Laundering Law is applicable to the Parent or any of its Subsidiaries.


 






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Article VII


 


EVENTS
OF DEFAULT


 


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


 


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


 


(b)            any
Borrower shall fail to pay any interest (or premium, if any) on any Loan or any Cash Cover, fee or any other amount (other than an amount
referred to in paragraph (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall
become due and payable, and such failure shall continue unremedied for a period of five days;


 


(c)            any
representation or warranty made or deemed made by or on behalf of the Parent or any Restricted Subsidiary in or in connection with any
Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other
document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder,
shall prove to have been materially incorrect when made or deemed made;


 


(d)            the
Parent and each Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.2(a),
5.4(a) (with respect to the existence of any Borrower) or 5.10 or in Article VI;


 


(e)            any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified
in paragraph (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after notice
thereof to the U.S. Borrower from the Administrative Agent or the Required Lenders;


 


(f)            the
Parent or any Restricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect
of any Material Indebtedness, after the giving of notice and/or the passage of any cure period provided in such Indebtedness;


 


(g)            any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits
(with the giving of notice, if required) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf
to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to
its scheduled maturity (including, in any event, an “Event of Default” under and as defined in any Subordinated Debt Documents
or any Other Permitted Debt Documents) but excluding, in any event, after the Term Loans have been paid in full, any mandatory repurchases
of any Indebtedness that ranks pari passu in right of payment to the Obligations made in accordance with any Other Permitted Debt
Document with “Excess Proceeds” from any “Asset Disposition”;


 


(h)            an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other
relief in respect of the Parent, any other Loan Party or any Material Subsidiary or its debts, or of a substantial part of its assets,
under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Parent, any other Loan Party or any Material
Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for
60 days or an order or decree approving or ordering any of the foregoing shall be entered;


 


(i)            the
Parent, any other Loan Party or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking
liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now
or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding
or petition described in paragraph (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the Parent, any other Loan Party or any Material Subsidiary or for a substantial
part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding,
(v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;


 






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(j)            the
Parent, any other Loan Party or any Material Subsidiary shall become unable, admit in writing its inability or fail generally to pay its
debts as they become due, or, with respect to any German Loan Party, any such Person is either unable to pay its debts as they fall due
(Zahlungsunfähigkeit) or is over indebted (Überschuldung) within the meaning of sections 17 or 19 German Insolvency
Code (Insolvenzordnung);


 


(k)            one
or more judgments for the payment of money in an aggregate amount in excess of $35,000,000 shall be rendered against the Parent, any other
Loan Party or any Material Subsidiary, or any combination thereof, and the same shall remain undischarged for a period of 60 consecutive
days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or
levy upon any assets of the Parent, any other Loan Party or any Material Subsidiary to enforce any such judgment;


 


(l)            an
ERISA Event shall have occurred that, in the reasonable opinion of the Required Lenders, when taken together with all other ERISA Events
that have occurred, could reasonably be expected to have a Material Adverse Effect;


 


(m)            the
guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall cease, for any reason, to be in full force and effect
or any Loan Party or any Affiliate of any Loan Party shall so assert;


 


(n)            any
Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party or any Affiliate of
any Loan Party not to be, a valid and perfected Lien on any Collateral (other than immaterial Collateral), with the priority required
by the applicable Security Document;


 


(o)            the
Subordinated Debt or any Guarantees thereof shall cease, for any reason, to be validly subordinated to the Obligations or the obligations
of the Loan Parties under the Guarantee and Collateral Agreement, as the case may be, as provided in the Subordinated Debt Documents,
or any Loan Party, any Affiliate of any Loan Party, the trustee in respect of the Subordinated Debt or the holders of at least 25% in
aggregate principal amount of the Subordinated Debt shall so assert;


 


(p)            a
Change of Control shall occur; or


 


(q)            any
event or condition occurs that (i) results in an automatic termination, wind-down or comparable event with respect to any Material
Receivables Transaction Attributed Indebtedness, or (ii) permits a notice of termination, a notice of wind-down, a notice of acceleration
or any comparable notice to be given under any such Material Receivables Transaction Attributed Indebtedness prior to the scheduled termination,
wind-down, maturity or comparable event and which event or condition giving rise to such notice continues for a period of 14 calendar
days after such notice;


 






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then, and in every such event (other than an event
with respect to the Parent or the U.S. Borrower described in paragraph (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the
U.S. Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon
the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the
principal of the Loans so declared to be due and payable, together with accrued interest (and premium, if any) thereon and all fees and
other Obligations accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by each Borrower, and (iii) require the U.S. Borrower to provide cash collateral or Cash
Cover, as required by this Agreement; and in case of any event with respect to the Parent or the U.S. Borrower described in paragraph
(h) or (i) of this Article, the Commitments shall automatically terminate, the principal of the Loans then outstanding, together
with accrued interest (and premium, if any) thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically
become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower,
and the U.S. Borrower shall be automatically required to provide cash collateral or Cash Cover, as required by this Agreement.


 


Article VIII


 


THE
AGENTS


 


Section 8.1     Appointment
and Authority.


 


(a)            Each
of the Lenders and the Issuing Lenders 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.


 


(b)            Each
of the Lenders and the FCI Issuing Lenders hereby irrevocably appoints Deutsche Bank to act on its behalf as the Foreign Trade Facility
Agent hereunder and under the other Loan Documents and authorizes the Foreign Trade Facility Agent to take such actions on its behalf
and to exercise such powers as are delegated to Foreign Trade Facility Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto.


 


(c)            The
provisions of this Article are solely for the benefit of the Agents, the Lenders and the Issuing Lenders, and neither the Parent
nor any other Loan Party shall have rights as a third-party beneficiary of any of such provisions.


 


Section 8.2     Rights
as a Lender.


 


(a)            The
Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor
or in any other advisory capacity for and generally engage in any kind of business with the Parent 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.


 






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(b)            The
Person serving as the Foreign Trade Facility 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 Foreign Trade Facility Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Foreign Trade
Facility Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Parent or any Subsidiary
or other Affiliate thereof as if such Person were not the Foreign Trade Facility Agent hereunder and without any duty to account therefor
to the Lenders.


 


Section 8.3     Exculpatory
Provisions.


 


None of the Administrative
Agent, the Foreign Trade Facility Agent or any arranger, as applicable, shall have any duties or obligations except those expressly set
forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, none of the Administrative Agent, the
Foreign Trade Facility Agent or any arranger, as applicable:


 


(a)            shall
be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing;


 


(b)            shall
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 or the Foreign Trade Facility Agent, as applicable, 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 neither the Administrative Agent nor the Foreign Trade Facility
Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose the applicable Agent to liability
or that is contrary to any Loan Document or applicable law; and


 


(c)            shall
have any duty to disclose, and shall not be liable for the failure to disclose, to any Lender, any Issuing Lender, any FCI Issuing Lender
or any other Person party to this Agreement any credit or other information concerning the business, prospects, operations, property,
financial or other condition or creditworthiness of any Loan Party or any of their Affiliates that is communicated to, or in the possession
of, the applicable Agent, the applicable arranger, or any of their Related Parties in any capacity, except for notices, reports and other
documents expressly required to be furnished to the Lenders by the Administrative Agent or the Foreign Trade Facility Agent herein.


 


Neither the Administrative
Agent nor the Foreign Trade Facility Agent shall be liable for any action taken or not taken by it (i) with the consent or at the
request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe
in good faith shall be necessary, under the circumstances as provided in Section 9.2) or (ii) in the absence of its own
gross negligence, bad faith or willful misconduct (each as determined in a final and non-appealable judgment of a court of competent jurisdiction).
The Agents shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to
the Agents by the U.S. Borrower or a Lender.


 


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


 






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Section 8.4     Reliance
by the Agents.


 


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


 


(b)            The
Foreign Trade Facility Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website
posting or other distribution) believed by it in good faith to be genuine and to have been signed, sent or otherwise authenticated by
the proper Person. The Foreign Trade Facility Agent also may rely upon any statement made to it orally or by telephone and believed by
it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition
hereunder to the issuance, amendment, renewal or extension of any FCI, that by its terms must be fulfilled to the satisfaction of a Lender
or any FCI Issuing Lender, the Foreign Trade Facility Agent may presume that such condition is satisfactory to such Lender or any FCI
Issuing Lender unless the Foreign Trade Facility Agent shall have received notice to the contrary from such Lender or such FCI Issuing
Lender prior to the issuance of such FCI. The Foreign Trade Facility 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 good faith in accordance with the advice of any such counsel, accountants or experts.


 


Section 8.5     Delegation
of Duties.


 


(a)            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.


 






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(b)            The
Foreign Trade Facility 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 Foreign Trade Facility Agent. The Foreign Trade Facility 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 Foreign Trade Facility
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 Foreign Trade Facility Agent.


 


Section 8.6     Resignation
of Agents.


 


(a)            Resignation
of Administrative Agent.


 


(i)            The
Administrative Agent may at any time give notice of its resignation to the Foreign Trade Facility Agent, the Lenders, the Issuing Lenders
and the U.S. Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the consent
of the U.S. Borrower (such consent not to be unreasonably withheld), 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 30 days after the retiring Administrative Agent gives notice of
its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative
Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the U.S. Borrower and
the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance
with such notice and (A) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under
the other Loan Documents and (B) all payments, communications and determinations provided to be made by, to or through the Administrative
Agent shall instead be made by or to each Lender and the Issuing Lenders directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this Section. 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
retired) Administrative Agent, and the retiring 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 U.S.
Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the
U.S. Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents,
the provisions of this Article and Section 9.3 shall continue in effect for the benefit of such retiring Administrative
Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while
the retiring Administrative Agent was acting as Administrative Agent. To the extent the retiring Administrative Agent is holding cash,
deposit account balances or other credit support as collateral for Letters of Credit, the retiring Administrative Agent shall at or reasonably
promptly following the date of its resignation cause such collateral to be transferred to the successor Administrative Agent or, if no
successor Administrative Agent has been appointed and accepted such appointment, to the respective Issuing Lenders ratably according to
the outstanding amount of Letters of Credit issued by them for which such collateral has been provided.


 






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(ii)            Any
resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as an Issuing
Lender and the Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (A) such
successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and
Swingline Lender, (B) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and
obligations hereunder or under the other Loan Documents, and (C) the successor Issuing Lender 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 the retiring
Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.


 


(b)            Resignation
of Foreign Trade Facility Agent. The Foreign Trade Facility Agent may at any time give notice of its resignation to the Administrative
Agent, the FCI Issuing Lenders and the U.S. Borrower. Upon receipt of any such notice of resignation, the FCI Issuing Lenders (acting
by a majority in interest thereof) shall have the right, subject to the consent of the U.S. Borrower (such consent not to be unreasonably
withheld), to appoint a successor. If no such successor shall have been so appointed by the FCI Issuing Lenders (acting by a majority
in interest thereof) and shall have accepted such appointment within 30 days after the retiring Foreign Trade Facility Agent gives notice
of its resignation, then the retiring Foreign Trade Facility Agent may on behalf of the FCI Issuing Lenders, appoint a successor Foreign
Trade Facility Agent meeting the qualifications set forth above; provided that if the Foreign Trade Facility Agent shall notify
the U.S. Borrower and the FCI Issuing Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless
become effective in accordance with such notice and (i) the retiring Foreign Trade Facility Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents and (ii) all payments, communications and determinations provided to
be made by, to or through the Foreign Trade Facility Agent shall instead be made by or to each FCI Issuing Lender directly, until such
time as the FCI Issuing Lenders appoint a successor Foreign Trade Facility Agent as provided for above in this Section. Upon the acceptance
of a successor’s appointment as Foreign Trade Facility Agent hereunder, such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring (or retired) Foreign Trade Facility Agent, and the retiring Foreign Trade
Facility 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 U.S. Borrower to a successor Foreign Trade Facility Agent
shall be the same as those payable to its predecessor unless otherwise agreed between the U.S. Borrower and such successor. After the
retiring Foreign Trade Facility Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and
Section 9.3 shall continue in effect for the benefit of such retiring Foreign Trade Facility Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Foreign Trade Facility
Agent was acting as Foreign Trade Facility Agent. To the extent the retiring Foreign Trade Facility Agent is holding cash, deposit account
balances or other credit support as collateral for FCIs, the retiring Foreign Trade Facility Agent shall at or reasonably promptly following
the date of its resignation cause such collateral to be transferred to the successor Foreign Trade Facility Agent or, if no successor
Foreign Trade Facility Agent has been appointed and accepted such appointment, to the respective FCI Issuing Lenders ratably according
to the outstanding amount of FCIs issued by them for which such collateral has been provided.


 






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Section 8.7     Non-Reliance
on Agents, the Arrangers and Other Lenders.


 


Each Lender, each FCI Issuing
Lender and each Issuing Lender expressly acknowledges that none of the Administrative Agent, the Foreign Trade Facility Agent or any arranger
has made any representation or warranty to it, and that no act by the Administrative Agent, the Foreign Trade Facility Agent or any arranger
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, the Foreign Trade Facility Agent or
any arranger to any Lender, any Issuing Lender, any FCI Issuing Lender, or any other Person party to this Agreement as to any matter,
including whether the Administrative Agent, the Foreign Trade Facility Agent or any arranger has disclosed material information in their
(or their Related Parties’) possession. Each Lender, each Issuing Lender and each FCI Issuing Lender represents to the Administrative
Agent, the Foreign Trade Facility Agent and each arranger that it has, independently and without reliance upon any other Agent, any arranger
or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its
own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition
and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory laws relating
to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrowers
hereunder. Each Lender, each FCI Issuing Lender, each Issuing Lender and each Agent also acknowledges that it will, independently and
without reliance upon any other Agent, any arranger or any other Lender or any of their respective affiliates 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 its deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Loan Parties. Each Lender, each Issuing Lender and each FCI Issuing
Lender represents and warrants that (a) the Loan Documents set forth the terms of a commercial lending facility, and (b) it
is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender, an
Issuing Lender or an FCI Issuing Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities
set forth herein as may be applicable to such Lender, such Issuing Lender or such FCI Issuing Lender, and not for the purpose of purchasing,
acquiring or holding any other type of financial instrument, and each Lender, each Issuing Lender and each FCI Issuing Lender agrees not
to assert a claim in contravention of the foregoing. Each Lender, each Issuing Lender and each FCI Issuing Lender 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, such Issuing Lender or such FCI Issuing Lender, and either it, or the Person exercising discretion
in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making,
acquiring or holding such commercial loans or providing such other facilities.


 


Section 8.8     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, the Foreign Trade Facility Agent, a Lender, an Issuing Lender or an FCI Issuing Lender hereunder.


 






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Section 8.9     Administrative
Agent May File Proofs of Claim.


 


In case of the pendency of
any proceeding under the Bankruptcy Code of the United States or any other judicial proceeding relative to any Loan Party, the Administrative
Agent (irrespective of whether the principal of any Loan, FCI Issuing Lender Exposure, or LC Exposure 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
U.S. Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for
the whole amount of the principal and interest owing and unpaid in respect of the Loans, FCI Issuing Lender Exposure, LC Exposure and
all other Obligations (other than Designated Obligations to which the Administrative Agent (or any of its Affiliates) is not a party)
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 FCI Issuing Lenders, the Issuing Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders, the FCI Issuing Lenders, the Issuing Lenders and the Agents and their respective agents and counsel and all
other amounts due the Lenders, the Issuing Lenders and the Administrative Agent under Sections 2.10, 2.14 and 9.3)
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, each Agent, each FCI Issuing Lender and each Issuing Lender to make
such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, the FCI Issuing Lenders and the Issuing Lenders, 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 2.10 and 9.3.


 


Nothing contained herein shall
be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of the Foreign Trade Facility
Agent, any Lender, any Issuing Lender or any FCI Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting
the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in
any such proceeding.


 


Section 8.10     Collateral
and Guaranty Matters.


 


(a)            The
Lenders (including in their respective capacities as holders of any Designated Obligations), the Issuing Lenders, the FCI Issuing Lenders
and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion: (i) to
release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document (A) upon termination of
the Revolving Commitments, and the FCI Issuing Commitments and payment in full of all Obligations (other than (1) contingent indemnification
obligations for which no claims have been made, and (2) the Designated Obligations) and the expiration (without any pending drawing)
or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit
and FCIs, (B) that is transferred or to be transferred as part of or in connection with any Disposition permitted hereunder or under
any other Loan Document or any involuntary disposition, (C) that is required or contemplated to be released pursuant to the terms
of this Agreement or any other Loan Document (including any Lien on Collateral granted to or held by any Person released pursuant to clause
(iii) or clause (v) below), or (D) as approved in accordance with Section 9.2; (ii) to 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
(A) that is permitted by Section 6.3(d), (e), (f), (j), (k) and (l) or (B) as
approved in accordance with Section 9.2; (iii) to release any Subsidiary that is a Guarantor from its obligations under
the Loan Documents (A) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (B) if
such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (C) as
approved in accordance with Section 9.2; (iv) to enter into, on behalf of itself and the Lenders, the Issuing Lenders,
the FCI Issuing Lenders and the Foreign Trade Facility Agent, an intercreditor agreement or other agreements for the sharing of collateral
in connection with the issuance of Indebtedness permitted pursuant to Section 6.2(i), Section 6.2(k), Section 6.2(r) or
Section 6.2(t); and (v) to release the Parent (and its successor by merger) from its obligations under the Loan Documents
upon the consummation of the Permitted Reorganization. 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,
to release the Parent or any Guarantor from its obligations under the Loan Documents, or to enter into any intercreditor agreement, in
each case pursuant to this Section 8.10.


 






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(b)            Notwithstanding
any other provision of this Agreement or any other Loan Document to the contrary, it is understood and agreed that the Administrative
Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, any Designated
Obligations at such time as the Loans, the Reimbursement Obligations, the FCI Reimbursement Obligations and the other Obligations (other
than the Designated Obligations) shall have been paid in full, the Commitments have been terminated and no Letters of Credit or FCIs shall
be outstanding (or shall have been fully cash collateralized or otherwise supported in a manner consistent with the terms of Section 2.5(j) or
Section 2.6(m)(iv), as applicable), and, at such time, the Administrative Agent shall be authorized to release any Lien on
any Collateral granted to or held by the Administrative Agent under any Loan Document, and to release each Loan Party from its obligations
under the Loan Documents, as contemplated by Section 9.13(c).


 


Section 8.11     ERISA
Matters.


 


(a)            Each
Lender (i) represents and warrants, as of the date such Person became a Lender party hereto to, and (ii) 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 each Agent,
and not, for each avoidance of doubt, to or for the benefit of any Loan Party, that at least one of the following is and will be true:
(A) 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 or performance of the Loans,
the Letters of Credit, the FCIs, the Commitments or this Agreement; (B) 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 FCIs, the Commitments and this Agreement; (C)(1) such Lender is an investment fund managed by a “Qualified Professional
Asset Manager” (within the meaning of Part VI of PTE 84-14), (2) 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, (3) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit,
the FCIs, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE
84-14 and (4) 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 FCIs, the Commitments and this Agreement; or (D) 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 subclause (A) in the immediately preceding clause (a) is true with respect to a Lender, or such Lender has
not provided another representation, warranty and covenant as provided in subclause (D) in the immediately preceding clause (a),
such Lender further (i) represents and warrants, as of the date such Person became a Lender party hereto, to, and (ii) 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,
each Agent and not, for the avoidance of doubt, to or for the benefit of any Loan Party, that such Agent is not a fiduciary with respect
to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of or performance of the
Loans, the Letters of Credit, the FCIs, the Commitments and this Agreement (including in connection with the reservation or exercise of
any rights by the Administrative Agent under this Agreement, any other Loan Document or any documents related hereto or thereto).


 






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Section 8.12     Recovery
of Erroneous Payments.


 


Without limitation of any
other provision in this Agreement, if at any time any Agent makes a payment hereunder in error to any Lender Party, whether or not in
respect of an obligation due and owing by any 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 such 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 such Agent, at a rate equal to the greater of the Federal
Funds Effective Rate and a rate determined by such Agent to represent its cost of overnight or short-term funds in the relevant currency
(which determination shall be conclusive absent manifest error). 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 applicable Agent
shall inform each applicable Lender Party promptly upon determining that any payment made to such Lender Party comprised, in whole or
in part, a Rescindable Amount.


 


Article IX


 


MISCELLANEOUS


 


Section 9.1     Notices.


 


Except in the case of notices
and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall
be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy,
as follows:


 


(a)            if
to the Parent or the U.S. Borrower, care of the U.S. Borrower at 6325 Ardrey Kell Road, Suite 400, Charlotte, North Carolina 28277,
attention of Treasurer and Chief Financial Officer (Telecopy No. 704-943-0578), and if to any Foreign Subsidiary Borrower, to it
at its address (or telecopy number) specified in the relevant Borrowing Subsidiary Agreement with a copy to the U.S. Borrower at its address
(or telecopy number) specified above;


 


(b)            if
to the Administrative Agent (i) for payments and requests for credit extensions, to Bank of America, N.A., Mail Code: TX2-984-03-23,
Building C, 2380 Performance Drive, Richardson, Texas 75082, Attention: Jennifer Ollek (Telephone: 469-201-8863; Email: jennifer.a.ollek@bofa.com),
(ii) for all other notices, to Bank of America, N.A., 540 W. Madison Street, Mail Code: IL4-540-22-29, Chicago, Illinois 60661,
Attention: Elizabeth Uribe (Telephone: 312-828-5060; Fax: 877-206-9473; Email: elizabeth.uribe@bofa.com);


 


(c)            if
to the Foreign Trade Facility Agent, to Deutsche Bank AG, Trade Flow Advisory & Services, Herzogstr. 15, 40217 Düsseldorf,
Germany, attention of Roland Stephan or Alkea Cullman (E-mail: spx-ftf.agent@db.com);
and


 


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


 






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Any party hereto may change its address or telecopy
number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given
to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if such
date is a Business Day at the place of such receipt (or otherwise on the first Business Day after such receipt). Notices and other communications
to the Lenders hereunder may be delivered or furnished by electronic communications (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 pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. Any Agent or
any Loan Party may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant
to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.


 


THE PLATFORM IS PROVIDED
 “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF
THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER
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 BORROWER 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 any Loan Party, any Lender, the Issuing Lender 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 Borrower Materials 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, bad faith or willful misconduct of such Agent Party; provided that in no event shall any Agent Party
have any such liability to any Loan Party, any Lender, the Issuing Lender or any other Person for indirect, special, incidental, consequential
or punitive damages (as opposed to direct or actual damages).


 


The Agents, the Issuing Lenders,
the FCI Issuing Lenders and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic notices,
Borrowing Requests, applications for Letters of Credit, Utilization Requests and Notices of Loan Prepayment) 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 each Agent, each Issuing Lender, each FCI Issuing Lender, 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, except to the extent that such losses, costs, expenses and liabilities are determined
by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful
misconduct of each Agent, such Issuing Lender, such FCI Issuing Lender, such Lender and/or such Related Parties, as applicable. All telephonic
notices to and other telephonic communications with any Agent may be recorded by such Agent, and each of the parties hereto hereby consents
to such recording.


 






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Section 9.2     Waivers;
Amendments.


 


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


 


(b)            Neither
this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the case
of this Agreement, pursuant to an agreement or agreements in writing entered into by the Required Lenders and each Loan Party to the relevant
Loan Document, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant
Loan Document; provided that no such agreement shall:


 


(i)            increase
any Commitment of any Lender without the written consent of such Lender;


 


(ii)            reduce
the principal amount of or subordinate the principal of any Loan, LC Disbursement or FCI Disbursement, or reduce the rate of interest
thereon (other than the application of any default rate of interest pursuant to Section 2.15(c)), or reduce any premium, fees
or other amounts payable hereunder, without the written consent of each Lender directly affected thereby; it being acknowledged and agreed
that amendments or modifications of the Consolidated Leverage Ratio test (and all related definitions) are not addressed by this clause
(ii);


 


(iii)            extend
the final scheduled date of maturity of any Loan, or postpone the scheduled date of payment of the principal amount of any Loan, LC Disbursement
or FCI Disbursement, or any interest (or premium, if any) thereon, or any fees or other amounts payable hereunder, or reduce the amount
of, waive, excuse or subordinate any such payment, or postpone the scheduled date of expiration of any Commitment, without the written
consent of each Lender directly affected thereby;


 


(iv)            require
any Lender to make Loans having an Interest Period not specified in the definition of “Interest Period”, without the written
consent of such Lender;


 


(v)            amend,
modify or waive any provision of this Agreement in any manner that would change the application of any prepayment hereunder disproportionately
as among the Facilities without the written consent of the Required Lenders in respect of each Facility adversely affected thereby;


 


(vi)            amend,
modify or waive (A) the first sentence of Section 2.13(a), (B) Section 6.3 of the Guarantee and Collateral
Agreement, or (C) any other provision of any Loan Document in a manner that would alter the pro rata sharing of payments required
thereby, in each case without the written consent of each Lender directly affected thereby;


 


(vii)            change
any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document
specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make
any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case
may be);


 






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(viii)            release
or subordinate (A) the Guarantee from the Parent under the Guarantee and Collateral Agreement, (B) the Guarantee from the U.S.
Borrower under the Guarantee and Collateral Agreement, or (C) all or substantially all of the Guarantees from the Guarantors under
the Guarantee and Collateral Agreement, in each case, without the written consent of each Lender, except to the extent any such release
is expressly permitted in the Loan Documents;


 


(ix)            release
or subordinate all or substantially all of the Liens of the Security Documents on the Collateral (except as expressly provided in the
Loan Documents), without the written consent of each Lender;


 


(x)            amend,
modify or waive the rights or duties of any Agent under this Agreement or any other Loan Document in its capacity as Agent unless also
signed by such Agent; or amend, modify or waive the rights or duties of any Issuing Lender or FCI Issuing Lender under this Agreement
or any other Loan Document in its capacity as Issuing Lender or FCI Issuing Lender, as applicable, unless also signed by such Issuing
Lender or FCI Issuing Lender, as applicable; or


 


(xi)            amend
(A) the definition of “Alternative Currency” without the written consent of each Lender, Issuing Lender and/or FCI
Issuing Lender directly affected thereby or (B) the definition of “Permitted Currencies” without the consent of each
FCI Issuing Lender.


 


(c)            In
addition, notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document:


 


(i)            this
Agreement and the other Loan Documents may be amended with the written consent of the Administrative Agent, the U.S. Borrower and the
Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Incremental Term
Loans (“Refinanced Term Loans”) with a replacement “A” or “B” term loan tranche, as applicable,
hereunder (“Replacement Term Loans”); provided that (A) the aggregate principal amount of such Replacement
Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (B) the weighted average life to maturity
of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time
of such refinancing (provided that, this clause (B) shall not apply to bridge Indebtedness incurred by the U.S. Borrower,
so long as (1) at the initial maturity of such bridge Indebtedness, such bridge Indebtedness shall automatically convert to (or would
be required to be exchanged for) Indebtedness that complies with this clause (B), and (2) the only prepayments required to be made
on such bridge Indebtedness shall be such prepayments as are customary for similar bridge financings in light of then-prevailing market
conditions (as determined by the U.S. Borrower in consultation with the Administrative Agent)) and (C) all other terms applicable
to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans
than, those applicable to such Refinanced Term Loans, except with respect to Applicable Rate or other pricing terms or to the extent necessary
to provide for covenants and other terms applicable to any period after the latest final maturity of any Incremental Term Loans in effect
immediately prior to such refinancing;


 


(ii)            this
Agreement and the other Loan Documents may be amended to provide for the increases in the Commitments and/or Incremental Term Loans contemplated
by Section 2.1(b), and matters related thereto, upon (A) execution and delivery by the U.S. Borrower, the Administrative
Agent and each Lender increasing its Commitment and/or providing Incremental Term Loans of an Incremental Facility Activation Notice and
(B) such other documents with respect thereto as the Administrative Agent shall reasonably request;


 






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(iii)            (A) this
Agreement and the other Loan Documents may be amended to remove any Foreign Subsidiary as a Foreign Subsidiary Borrower under the Revolving
Facility upon (1) written notice by the U.S. Borrower and such Foreign Subsidiary to the Administrative Agent to such effect and
(2) repayment in full of all outstanding Obligations of such Foreign Subsidiary Borrower under the Revolving Facility and (B) a
Restricted Subsidiary that is a Foreign Subsidiary of the U.S. Borrower may become a Foreign Subsidiary Borrower under the Revolving Facility
in accordance with the terms of (including the consents required by) Section 2.23(a);


 


(iv)            (A) this
Agreement and the other Loan Documents may be amended to remove any Foreign Subsidiary as a Foreign Subsidiary Borrower under the Foreign
Trade Facility upon (1) written notice by the U.S. Borrower and such Foreign Subsidiary to the Foreign Trade Facility Agent and the
Administrative Agent to such effect, (2)(x) repayment in full of all outstanding Obligations of such Foreign Subsidiary Borrower
under the Foreign Trade Facility, or (y) assumption in full of all outstanding Obligations of such Foreign Subsidiary Borrower under
the Foreign Trade Facility by the U.S. Borrower, any existing Foreign Subsidiary Borrower or any new Foreign Subsidiary Borrower approved
by the Agents and each FCI Issuing Lender and (3) the expiration or termination of (or full cash collateralization or provision of
other credit support in a manner consistent with the terms of Section 2.6(m)(iv)) or assumption by the U.S. Borrower or another
Foreign Subsidiary Borrower of all the obligations of such Foreign Subsidiary Borrower (pursuant to a written assumption agreement in
form and substance reasonably satisfactory to the U.S. Borrower, such Foreign Subsidiary Borrower, any other Foreign Subsidiary Borrower
that assumes obligations of such Foreign Subsidiary Borrower, and the Foreign Trade Facility Agent) in respect of all FCIs issued for
the account of such Foreign Subsidiary Borrower and (B) a Foreign Subsidiary may become a Foreign Subsidiary Borrower under the Foreign
Trade Facility in accordance with (including the consents required by) Section 2.23(b);


 


(v)            this
Agreement and the other Loan Documents may be amended (A) to change any of the mechanics applicable to FCIs set forth in Section 2.6,
with the written consent of each of the Administrative Agent, the Foreign Trade Facility Agent, the FCI Issuing Lenders and the U.S. Borrower,
and (B) to change any of the mechanics applicable to FCIs set forth in Section 2.6 solely to the extent necessary to
permit an FCI to be issued in a particular country in accordance with applicable local Requirements of Law, with the written consent of
the Administrative Agent, the Foreign Trade Facility Agent, each FCI Issuing Lender directly affected thereby and the U.S. Borrower; provided
that (x) no amendment pursuant to this clause (v) shall have the effect of making any change described in the proviso to Section 9.2(b) and
(y) no amendment pursuant to clause (B) above shall have the effect of making any change to Section 2.6 in respect
of FCIs (and any related FCI Issuing Lender Exposure) issued or to be issued outside of such country;


 


(vi)            the
Fee Letter and the Deutsche Bank Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the
parties thereto;


 


(vii)            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 each affected Lender may be effected with the consent of the applicable Lenders
other than Defaulting Lenders), except that (w) the Commitments of any Defaulting Lender may not be increased or extended without
the consent of such Lender, (x) the principal amount of Loans, Reimbursement Obligations and FCI Reimbursement Obligations held by
any Defaulting Lender may not be decreased without the consent of such Lender, (y) any waiver, amendment or modification requiring
the consent of each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require
the consent of such Defaulting Lender, and (z) no amendment, consent, waiver or other modification of this Section 9.2(c)(vii) shall
be effective without the prior written consent of each Defaulting Lender;


 






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(viii)            this
Agreement and the other Loan Documents may be amended (or amended and restated) with the written consent of the Required Lenders, the
Administrative Agent and the Foreign Trade Facility Agent, the Borrowers and the other Loan Parties (x) to add one or more additional
credit facilities to this Agreement, to permit the extensions of credit from time to time outstanding thereunder and the accrued interest
and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loan A, the
Revolving Loans, the Letters of Credit, the FCIs and the Incremental Term Loans and the accrued interest and fees in respect thereof and
to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and (y) to change,
modify or alter Section 2.20 or any other provision hereof or in any other Loan Document relating to pro-rata sharing of payments
among the Lenders to the extent necessary to effectuate any of the amendments (or amendments and restatements) enumerated in clause (viii)(x) above;


 


(ix)            if
the Administrative Agent and the U.S. Borrower acting together identify any non-material ambiguity, omission, mistake, typographical error
or other defect in any provision of this Agreement or any other Loan Document (including the schedules and exhibits thereto), then the
Administrative Agent and the U.S. Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission,
mistake, typographical error or other defect, and such amendment, modification or supplement shall become effective without any further
action or consent of any other party to this Agreement (it being understood that the Administrative Agent shall provide prompt notice
of any such amendment, modification or supplement to the Foreign Trade Facility Agent, the Lenders and the Issuing Lenders);


 


(x)            this
Agreement and the other Loan Documents may be amended in order to (A) effect any extension in accordance with Section 2.1(c),
as permitted pursuant to Section 2.1(c)(ii) and (B) effect any extension in accordance with Section 2.6(b),
solely to the extent such amendments are necessary to give effect to an extension effected in accordance with such section;


 


(xi)            this
Agreement may be amended solely to the extent permitted pursuant to Section 1.9 to (A) add additional currency options
for Revolving Loans and the applicable interest rates (and applicable adjustments, if any) with respect thereto, and (B) add additional
currency options for Financial Letters of Credit;


 


(xii)            this
Agreement and the other Loan Documents may be amended in connection with the consummation of the Permitted Reorganization to the extent
permitted pursuant to Section 1.11;


 


(xiii)            this
Agreement and any other Loan Document may be amended (A) in order to implement any Term SOFR Successor Rate or any Term SOFR Conforming
Changes, in each case in accordance with Section 1.10(a), and (B) in order to implement any Successor Rate or any Conforming
Changes, in each case in accordance with Section 1.10(b);


 






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(xiv)            this
Agreement may be amended (or amended and restated) without the consent of any Lender (but with the consent of the Borrowers 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 such Lender shall have been paid in full all principal, interest and other amounts owing to such Lender
(or accrued for its account) under this Agreement and the other Loan Documents substantially concurrently with such amendment (or such
amendment and restatement); and


 


(xv)            (A) the
Administrative Agent shall have the right, from time to time, to make Term SOFR Conforming Changes and any amendments implementing such
Term SOFR Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other
Loan Document, so long as, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing
such Term SOFR Conforming Changes to the U.S. Borrower and the Lenders reasonably promptly after such amendment becomes effective, and
(B) the Administrative Agent shall have the right, from time to time, to make Conforming Changes and any amendments implementing
such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other
Loan Document, so long as, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing
such Conforming Changes to the U.S. Borrower and the Lenders reasonably promptly after such amendment becomes effective.


 


Section 9.3     Expenses;
Indemnity; Damage Waiver.


 


(a)            The
U.S. Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents and their Affiliates, including the reasonable
fees, charges and disbursements of counsel for the Agents, in connection with the syndication of the credit facilities provided for herein,
the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether
or not the transactions contemplated hereby or thereby shall be consummated), including the reasonable fees and disbursements of one counsel
for the Administrative Agent and its Affiliates and one counsel for the Foreign Trade Facility Agent and its Affiliates and, to the extent
reasonably necessary, special and one local counsel in each jurisdiction for the Agents and their Affiliates (and in the event of any
actual or potential conflict of interest, one additional counsel for each Agent or its Affiliate subject to such conflict), with statements
with respect to the foregoing to be submitted to the U.S. Borrower prior to the Effective Date (in the case of amounts to be paid on the
Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Agents shall deem appropriate,
(ii) all reasonable out-of-pocket expenses incurred by any Issuing Lender or any FCI Issuing Lender in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or FCI or any demand for payment thereunder and (iii) all reasonable out-of-pocket
expenses incurred by any Agent or any Lender, including the fees, charges and disbursements of one counsel for the Agents and their respective
Affiliates and the Lenders, (and, to the extent reasonably necessary, special and one local counsel in each jurisdiction to the Agents
and the Lenders (and in the event of any actual or potential conflict of interest, one additional counsel for each Agent or Lender subject
to such conflict)) in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its
rights under this Section, or in connection with the Loans made or Letters of Credit or FCIs issued hereunder, including all such reasonable
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Letters of Credit or FCIs.


 






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(b)            The
U.S. Borrower shall indemnify each Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being
called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (“Losses”),
including but limited to the fees, charges and disbursements of one counsel to the Indemnitees and, to the extent reasonably necessary,
special and one local counsel in each jurisdiction to the Indemnitees (and in the event of any actual or potential conflict of interest,
one additional counsel for each Indemnitee subject to such conflict), incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution, delivery, enforcement, performance and administration of any Loan Document
or any other agreement, letter or instrument delivered in connection with the transactions contemplated hereby (including any Indemnitee’s
reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record, that such Indemnitee reasonably
believes is made by any Responsible Officer of the applicable Loan Party), the performance by the parties to the Loan Documents of their
respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any
Loan, Letter of Credit or FCI or the use of the proceeds therefrom (including any refusal by an Issuing Lender or FCI Issuing Lender to
honor a demand for payment under a Letter of Credit or FCI if the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit or FCI, as applicable), (iii) any actual or alleged presence or release of Hazardous Materials
on or from any property currently owned or operated by the Parent or any of its Restricted Subsidiaries, or any Environmental Liability
related in any way to the Parent or any of its Restricted 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 and regardless of whether any Indemnitee
is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Losses 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. Notwithstanding the foregoing, this Section 9.3(b) shall not apply to Taxes
other than Indemnified Taxes imposed on amounts payable under this Section 9.3(b).


 


(c)            To
the extent that the U.S. Borrower fails to pay any amount required to be paid by it to any Agent, any Issuing Lender, any FCI Issuing
Lender or the Swingline Lender under Section 9.3(a) or Section 9.3(b), each Lender severally agrees to pay
to the applicable Agent, such Issuing Lender, such FCI Issuing Lender or the Swingline Lender, 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) of such unpaid
amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against such Agent, such Issuing Lender, such FCI Issuing Lender or the Swingline Lender in its capacity
as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the
total Revolving Exposures, the outstanding amount of its portion of the Term Loan A, any outstanding Incremental Term Loans and unused
Commitments at the time; provided that in the case of amounts owing to any Issuing Lender, any FCI Issuing Lender or the Swingline
Lender, in each case in its capacity as such, a Lender’s “pro rata share” shall be determined based solely upon its
share of the sum of Revolving Exposures and unused Revolving Commitments at the time.


 


(d)            To
the extent permitted by applicable law, neither the Parent nor any Borrower shall assert, and the Parent and each Borrower hereby waives,
any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to
direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan, Letter of Credit or FCI or the use of the proceeds thereof.


 






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(e)            All
amounts due under this Section shall be payable not later than 15 days after written demand therefor. Statements payable by the U.S.
Borrower pursuant to this Section shall be sent to Attention of Treasurer and Chief Financial Officer at the address of the U.S.
Borrower set forth in Section 9.1, or to such other Person or address as may be hereafter designated by the U.S. Borrower
in a written notice to the Administrative Agent.


 


Section 9.4     Successors
and Assigns; Participations and Assignments.


 


(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 that the U.S. Borrower may not
assign or otherwise transfer any of its rights or obligations hereunder or thereunder (except in accordance with Section 6.4(f))
without the prior written consent of each Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an assignee in accordance with the provisions of Section 9.4(b), (ii) by way of participation
in accordance with the provisions of Sections 9.4(e) and (f) or (iii) by way of pledge or assignment of a
security interest subject to the restrictions of Section 9.4(g) (and any other attempted assignment or transfer by any
party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other
than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in section 9.4(e) and,
to the extent expressly contemplated hereby, the Related Parties of each of the Agents, the Issuing Lenders, the FCI Issuing Lenders 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 Commitments and the Loans (including for purposes of this Section 9.4(b),
participations in Letters of Credit and Swingline 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 Loans at the time owing to
it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned.


 


(B)            In
any case not described in Section 9.4(b)(i)(A), the aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) or, if the 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 (1) $5,000,000 in the case of an assignment of Revolving Loans, (2) $5,000,000 in the case of an assignment
of any Term Loans and (3) $5,000,000 in the case of an assignment in respect of the Foreign Trade Facility unless each of the Administrative
Agent and, so long as no Event of Default has occurred and is continuing, the U.S. Borrower otherwise consents (each such consent not
to be unreasonably withheld or delayed); provided that concurrent assignments to members of an Assignee Group and concurrent assignments
from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be
treated as a single assignment for purposes of determining whether such minimum amount has been met.


 






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(ii)            Required
Consents. No consent shall be required for any assignment except to the extent required by Section 9.4(b)(i)(B) and
Section 9.4(j) and, in addition:


 


(A)            the
consent of the U.S. Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default
has occurred and is continuing 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 U.S. Borrower shall be deemed to have consented to any such assignment unless it shall have
objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received 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 (i) any Term Loan A Commitment, any Incremental Term Loan Commitment or any Revolving Commitment if such assignment is to a Person
that is not a Lender (other than to a Person that is an Affiliate of a Lender) with a Commitment in respect of the Commitment subject
to such assignment and (ii) any portion of the Term Loan A or any Incremental Term Loan to a Person that is not a Lender, an Affiliate
of a Lender or an Approved Fund;


 


(C)            the
consent of the Issuing Lenders (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect
of a Revolving Commitment if such assignment is to a Person that is not a Revolving Lender, an Affiliate of such Lender or an Approved
Fund with respect to such Lender;


 


(D)            [reserved];


 


(E)            the
consent of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect
of a Revolving Commitment if such assignment is to a Person that is not a Revolving Lender, an Affiliate of such Lender or an Approved
Fund with respect to such Lender; and


 


(F)            the
consent of the Foreign Trade Facility Agent (such consent not to be unreasonably withheld or delayed) shall be required for all assignments
in respect of any FCI Issuing Commitments.


 


(iii)            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 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 is not a Lender, shall
deliver to the Administrative Agent an Administrative Questionnaire.


 


(iv)            No
Assignment to the Parent or the U.S. Borrower. Except as otherwise permitted pursuant to Section 9.4(k), no such assignment
shall be made to the Parent, the U.S. Borrower, any Affiliate of the Parent or the U.S. Borrower, or any Subsidiary.


 






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(v)            No
Assignment to Natural Persons. No such assignment shall be made to a natural person (or a holding company, investment vehicle or trust
for, or owned and operated for the primary benefit of, one or more natural Persons).


 


(vi)            No
Assignment to a Defaulting Lender. No such assignment shall be made to a Defaulting Lender.


 


(vii)            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 applicable 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 U.S. Borrower and the applicable 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 Agents or any Lenders 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 Swingline
Loans in accordance with its Applicable Revolving 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.


 


Subject to acceptance and recording thereof by
the Administrative Agent pursuant to Section 9.4(c), 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 2.17, 2.18, 2.19 and 9.3 with respect
to facts and circumstances occurring prior to the effective date of such assignment. Upon request, each Borrower (at their respective
expense), as applicable, 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 Sections 9.4(e) and (f).


 


(c)            Register.
The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the U.S. Borrower, shall maintain at the Administrative
Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans, FCI Issuing Lender Exposure, and LC
Exposure owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the
Register shall be conclusive, and the U.S. Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded
in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation,
of any Lender as a Defaulting Lender. The Register shall be available for inspection by the U.S. Borrower and any Lender, at any reasonable
time and from time to time upon reasonable prior notice.


 






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(d)            Notes.
If after giving effect to any Assignment and Assumption, the relevant assignor no longer has any Commitments with respect to the Commitments
being assigned, such assignor shall, upon the request of the U.S. Borrower, return each Note (if any) with respect to each such Commitment
to the U.S. Borrower marked “cancelled”.


 


(e)            Participations.
Any Lender may at any time, without the consent of, or notice to, any Borrower or any 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, one or
more natural Persons), a Defaulting Lender, the Parent, the U.S. Borrower, any Affiliate of the Parent or the U.S. Borrower, or any Subsidiary)
(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 Commitments and/or the Loans (including such Lender’s participations in LC Exposure and/or Swingline 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 U.S. Borrower,
the Administrative Agent, the Foreign Trade Facility Agent, the other Lenders, the Issuing Lenders, and the FCI Issuing Lenders shall
continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification described in the proviso to Section 9.2(b) (and other than application of any default rate
of interest pursuant to Section 2.15(c)) that affects such Participant. Subject to Section 9.4(f), the U.S. Borrower
agrees that each Participant shall be entitled to the benefits of Sections 2.17, 2.18 and 2.19 to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.4(b); provided that, in the
case of Section 2.19, such Participant shall have complied with the requirements of said section. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 9.8 as though it were a Lender; provided
that such Participant agrees to be subject to Section 2.20(c) as though it were a Lender.


 


(f)            Limitation
on Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 2.17 or Section 2.19
than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with the U.S. Borrower’s prior written consent. A Participant shall not be
entitled to the benefits of Section 2.19 unless the U.S. Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the U.S. Borrower, to comply with Sections 2.19(e), 2.19(f) and 2.19(i),
as though it were a Lender.


 


(g)            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 Notes, if any) to secure obligations of such Lender to a Federal Reserve Bank or other central banking authority;
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.


 


(h)            Resignation
as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time
Bank of America assigns all of its Commitments and Loans pursuant to Section 9.4(b), Bank of America may, (i) upon thirty
days’ notice to the U.S. Borrower and the Lenders, resign as Issuing Lender and/or (ii) upon thirty days’ notice to the
U.S. Borrower, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the U.S. Borrower
shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder; provided that no
failure by the U.S. Borrower to appoint any such successor shall affect the resignation of Bank of America as Issuing Lender or Swingline
Lender, as the case may be. If Bank of America resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties
of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing
Lender and all LC Exposure with respect thereto (including the right to require the Lenders to make ABR Loans or fund risk participations
in unreimbursed amounts pursuant to Section 2.5(d)). If Bank of America resigns as Swingline Lender, it shall retain all the
rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date
of such resignation, including the right to require the Lenders to make ABR Loans or fund risk participations in outstanding Swingline
Loans pursuant to Section 2.4(c). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (A) such
successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline
Lender, as the case may be, and (B) the successor Issuing Lender 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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(i)            Assignments
by FCI Issuing Lenders. Any FCI Issuing Lender may at any time assign to one or more assignees all or a portion of its FCI Issuing
Commitment (and related rights and obligations with respect to such FCI Issuing Commitment); provided that any such assignment
shall be subject to the consent of the U.S. Borrower (such consent not to be unreasonably withheld or delayed) unless an Event of Default
has occurred and is continuing at the time of such assignment and to the consent of the Foreign Trade Facility Agent (such consent not
to be unreasonably withheld or delayed). The parties to each assignment shall execute and deliver to the Administrative Agent and the
Foreign Trade Facility Agent an assignment agreement, together with a processing and recordation fee in the aggregate amount of $3,500
payable to the Administrative Agent; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any such assignment. The assignee, if it is not already an FCI Issuing Lender, shall deliver to the
Administrative Agent and the Foreign Trade Facility Agent an Administrative Questionnaire. No such assignment by an FCI Issuing Lender
shall be made to (i) the Parent, the U.S. Borrower, any Affiliate of the Parent or the U.S. Borrower, or any Subsidiary or (ii) a
natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, one or more natural
persons). Upon consummation of any such assignment, Schedule 1.1A shall be deemed revised to reflect the FCI Issuing Commitments
after giving effect to such assignment. From and after the effective date specified in each such Assignment and Assumption, the assignee
FCI Issuing Lender thereunder shall be a party to this Agreement and, to the extent of the FCI Issuing Commitment assigned by such assignment,
have the rights and obligations of an FCI Issuing Lender under this Agreement, and the assigning FCI Issuing Lender thereunder shall,
to the extent of the FCI Issuing Commitment assigned by such assignment, be released from its obligations under this Agreement but shall
continue to be entitled to the benefits of Sections 2.17, 2.18, 2.19 and 9.3 with respect to facts and circumstances
occurring prior to the effective date of such assignment and shall continue to have the rights and obligations of an FCI Issuing Lender
with respect to any FCIs issued by it prior to the time of such assignment.


 


(j)            Each
Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the U.S. Borrower, 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 this Agreement or any other Loan Documents sold to such Participant (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register
to any Person except to the extent that such disclosure is necessary to establish that the applicable 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 and any other Loan Document notwithstanding any notice to the contrary.


 






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(k)            Borrower
Buybacks. Notwithstanding anything in this Agreement to the contrary, any Term Loan A Lender and/or any Incremental Term Lender, as
applicable (but not, for purposes of clarity, any other Facility) may, at any time, assign all or a portion of its Term Loans on non-pro
rata basis to the U.S. Borrower in accordance with the procedures set forth on Schedule 9.4(k), pursuant to an offer made to all
Term Loan A Lenders and/or all Incremental Term Lenders, as applicable, on a pro rata basis (a “Dutch Auction”), subject
to the following limitations: (i) immediately and automatically, without any further action on the part of the U.S. Borrower, any
Lender, the Administrative Agent or any other Person, upon the effectiveness of such assignment of Term Loans from a Term Loan A Lender
and/or an Incremental Term Lender, as applicable, to the U.S. Borrower, such Term Loans and all rights and obligations as a Term Loan
A Lender and/or an Incremental Term Lender, as applicable, related thereto shall, for all purposes under this Agreement, the other Loan
Documents and otherwise, be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and
the U.S. Borrower shall neither obtain nor have any rights as a Term Loan A Lender and/or an Incremental Term Lender, as applicable, hereunder
or under the other Loan Documents by virtue of such assignment; (ii) no proceeds of any Revolving Loans or any Swingline Loans shall
be used to fund any such assignment; and (iii) no Event of Default shall have occurred and be continuing before or immediately after
giving effect to such assignment. By participating in any such Dutch Auction, each Lender acknowledges and agrees that (A) the Parent
and its Subsidiaries may have, and later may come into possession of, Excluded Information, (B) such Lender has independently and,
without reliance on the Parent or any of its Restricted Subsidiaries, the Administrative Agent, any other Lender or any of their respective
Affiliates, made its own analysis and determination to participate in such Dutch Auction notwithstanding such Lender’s lack of knowledge
of the Excluded Information, (C) none of the Parent and its Subsidiaries shall be required to make any representation that it is
not in possession of Excluded Information, (D) none of the Parent and its Subsidiaries, the Administrative Agent, any other Lender
or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent
permitted by law, any claims such Lender may have against any such Persons under applicable laws or otherwise, with respect to the nondisclosure
of the Excluded Information, (E) the Excluded Information may not be available to the Agents and the other Lenders and (F) if
so requested by any party to assignments of all or any portion of its Term Loans in connection with such Dutch Auction, such Lender will
make additional customary “big boy” representations.


 


Section 9.5     Survival.


 


All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in
connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit
and FCIs, regardless of any investigation made by any such other party or on its behalf and notwithstanding that any Agent or any Lender
may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest (or premium, if any)
on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit or FCI is outstanding
and so long as the Commitments have not expired or terminated. The provisions of Sections 2.17, 2.18, 2.19 and 9.3
and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated
hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit, the FCIs or the Commitments or the termination
of this Agreement or any provision hereof. The provisions of Section 9.11 shall survive and remain in full force and effect
for two years after the termination of this Agreement.


 






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Section 9.6     Integration.


 


This Agreement, the other
Loan Document and any separate letter agreements with respect to fees payable to any Agent constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the
subject matter hereof. This Agreement shall be binding upon and inure to the benefit of the parties hereto (including the Lenders) and
their respective successors and assigns.


 


Section 9.7     Severability.


 


Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof;
and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
Without limiting the foregoing provisions of this Section 9.7, if and to the extent that the enforceability of any provisions
in this Agreement relating to Defaulting Lenders shall be limited by the Bankruptcy Code of the United States (or similar debtor relief
laws of the United States or other applicable jurisdictions), as determined in good faith by the applicable Agent, the applicable Issuing
Lender, the Swingline Lender or the applicable FCI Issuing Lender, as applicable, then such provisions shall be deemed to be in effect
only to the extent not so limited.


 


Section 9.8     Right
of Setoff.


 


If an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final)
at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of a Loan Party
against any of and all the obligations of a Loan Party now or hereafter existing under this Agreement held by such Lender, irrespective
of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured; provided
that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over
immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.24 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 Agents
and the Lenders, and (b) the Defaulting Lender shall provide promptly to the applicable 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 under
this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.


 


Section 9.9     Governing
Law; Jurisdiction; Consent to Service of Process.


 


(a)            This
Agreement shall be construed in accordance with and governed by the law of the State of New York.


 






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(b)            Each
party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction
of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District
of New York sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating
to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this
Agreement or any other Loan Document shall (i) affect any right that any Agent or any Lender 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,
(ii) waive any statutory, regulatory, common law, or other rule, doctrine, legal restriction, provision or the like providing for
the treatment of bank branches, bank agencies, or other bank offices as if they were separate juridical entities for certain purposes,
including UCC Sections 4-106, 4-A-105(1)(b), and 5-116(b), UCP 600 Article 3 and ISP98 Rule 2.02, and URDG 758 Article 3(a),
or (iii) affect which courts have or do not have personal jurisdiction over an Issuing Lender or beneficiary of any Letter of Credit
or an FCI Issuing Lender or beneficiary of any FCI, or any advising bank, nominated bank or assignee of proceeds thereunder or proper
venue with respect to any litigation arising out of or relating to such Letter of Credit or FCI, as applicable with, or affecting the
rights of, any Person not a party to this Agreement, whether or not such Letter of Credit or FCI, as applicable, contains its own jurisdiction
submission clause.


 


(c)            Each
party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (i) any
objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Loan Document in any court referred to in Section 9.9(b), (ii) the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court and (iii) any right it may have to claim or recover in any
legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages (as opposed to direct
or actual damages).


 


(d)            Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.1. In addition,
each Foreign Subsidiary Borrower agrees that service of process may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to the U.S. Borrower at its address for notices in Section 9.1.
Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other
manner permitted by law.


 


Section 9.10     Headings.


 


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


 






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Section 9.11     Confidentiality.


 


Each of the Agents and the
Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to
its branches and Affiliates, its auditors and its Related Parties, including accountants, legal counsel and other advisors on a reasonable
need to know basis (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 requested by any Governmental Authority,
rating agency, or any regulatory authority having jurisdiction over any Agent, any Lender or any of their respective Related Parties,
(c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this
Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement, (g) subject to an agreement containing provisions substantially the same
as those of this Section, to any direct or indirect contractual counterparty in Hedging Agreements or other swap agreements relating to
this Agreement or such counterparty’s professional advisor, credit insurers and any governmental or quasi-governmental agencies
or bodies that provide credit insurance or other forms of credit support, (h) with the consent of the U.S. Borrower, (i) to
the extent such Information (A) becomes publicly available other than as a result of a breach of this Section, (B) is or becomes
available to any Agent, any Lender or any of their respective branches or Affiliates on a nonconfidential basis from a source (believed
in good faith by such Agent or Lender not to have any duty of confidentiality to any Borrower) other than a Borrower, or (C) is independently
discovered or developed by a party hereto without utilizing any Information received from any Borrower or violating the terms of this
Section 9.11, and (j) on a confidential basis to the CUSIP Service Bureau or any similar agency in connection with the
application, issuance, publishing and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided
hereunder. In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to
market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection
with the administration of this Agreement, the other Loan Documents, and the Commitments. For the purposes of this Section, “Information”
means all information received from or on behalf of any Borrower relating to a Borrower or its business; provided that such information
is clearly identified at the time of delivery as confidential. 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.


 


Section 9.12     Waiver
of Jury Trial.


 


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


 


Section 9.13     Release
of Collateral.


 


(a)            On
the first date (the “Release Date”) on which the corporate family rating of the Parent from Moody’s is “Baa3”
or better or the corporate credit rating of the Parent from S&P is “BBB-” or better, subject to any additional condition
required by the Lenders providing any Incremental Term Loans as provided in Section 2.1(b), and so long as no Default or Event
of Default exists on such date or after giving effect to the release of Liens contemplated hereby, all Collateral shall be released from
the Liens created by the Guarantee and Collateral Agreement and any other Security Document, all without delivery of any instrument or
performance of any act by any party, and all rights to the Collateral shall revert to the Loan Parties. At the request and sole expense
of any Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative
Agent under any Security Document, and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request
to evidence such release.


 






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(b)            If
any of the Collateral shall be Disposed of by any Loan Party in a transaction permitted by this Agreement, then the Administrative Agent,
at the request and sole expense of such Loan Party, shall execute and deliver to such Loan Party all releases or other documents reasonably
necessary or desirable for the release of the Liens created by the Guarantee and Collateral Agreement and any other Security Document
on such Collateral. At the request and sole expense of the U.S. Borrower, a Subsidiary that is a Guarantor shall be released from its
obligations under the Guarantee and Collateral Agreement and any other Security Document in the event that such Guarantor ceases to be
a Wholly Owned Subsidiary pursuant to a transaction expressly permitted by this Agreement and if (i) as a result of such transaction,
the Parent and its Restricted Subsidiaries own less than 75% of the outstanding voting Capital Stock of such Guarantor, and (ii) such
transaction and related disposition of the Capital Stock of the applicable Guarantor is for fair market value and a bona fide business
purpose (in each case, as determined by the U.S. Borrower in good faith), and the other Person taking Capital Stock in such Subsidiary
is not an Affiliate of the Parent or the U.S. Borrower (other than as a result of any joint venture). The release of such Wholly Owned
Subsidiary shall constitute an Investment by the Parent therein at the date of such release in an amount equal to the portion of the fair
market value of the net assets of such Wholly Owned Subsidiary attributable to the Parent’s Capital Stock therein as reasonably
estimated by the Parent (and such release shall only be permitted to the extent such Investment is permitted pursuant to Section 6.5).
In addition, at the request and sole expense of the U.S. Borrower, not more than twice during the term of this Agreement after the Effective
Date, a Subsidiary that is a Guarantor (and the Subsidiaries of such Subsidiary) shall be released from their respective obligations under
the Guarantee and Collateral Agreement and any other Security Document in the event that a portion of the Capital Stock of such Subsidiary
is Disposed of in a transaction expressly permitted by Section 6.6(e) or Section 6.6(g) (but which does
not satisfy the requirements of the preceding sentence); provided that the aggregate Consolidated EBITDA for the most recently
completed period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.1
(in each case determined at the time of such transaction) that is attributable to the Subsidiaries released from their obligations hereunder
pursuant to this sentence shall not exceed $40,000,000. Notwithstanding the foregoing, in no event shall any Subsidiary be released from
its obligations under the Guarantee and Collateral Agreement or any other Security Document, in the event that such Subsidiary is a guarantor
of any other Indebtedness of any Loan Party.


 


(c)            At
such time as the Loans, the Reimbursement Obligations, the FCI Reimbursement Obligations and the other Obligations (other than (i) contingent
indemnification obligations for which no claims have been made, and (ii) the Designated Obligations) shall have been paid in full,
the Commitments have been terminated and no Letters of Credit or FCIs shall be outstanding (or shall have been fully cash collateralized
or otherwise supported in a manner consistent with the terms of Section 2.5(j) or Section 2.6(m)(iv), as
applicable), the Collateral shall be released from the Liens created by the Guarantee and Collateral Agreement and any other Security
Document, and each Security Document and all obligations (other than those expressly stated to survive such termination) of the Administrative
Agent and each Loan Party thereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and
all rights to the Collateral shall revert to the Loan Parties. At the request and sole expense of any Loan Party following any such termination,
the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent under any Security Document,
and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such termination.


 


(d)            Upon
the consummation of the Permitted Reorganization, the Collateral owned by the Parent shall be released from the Liens created by the Guarantee
and Collateral Agreement and any other Security Document, and the obligations of the Parent under the Guarantee and Collateral Agreement
and any other Loan Document shall terminate, all without delivery of any instrument or performance of any act by any party. At the request
and sole expense of the Parent following such termination, the Administrative Agent shall deliver to the Parent any Collateral held by
the Administrative Agent under any Security Document, and execute and deliver to the Parent such documents as the Parent shall reasonably
request to evidence such termination. References to the Parent in this Section 9.13(d) shall be deemed to include the
Parent’s successor by merger.


 






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Section 9.14     Judgment
Currency.


 


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


 


(b)            If
there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the
amount due, the U.S. Borrower covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not
a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange
prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount
of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion
Date.


 


(c)            For
purposes of determining any rate of exchange or currency equivalent for this Section, such amounts shall include any premium and costs
payable in connection with the purchase of the Obligation Currency.


 


Section 9.15     USA
Patriot Act Notice.


 


Each Lender hereby notifies
the Parent and each Borrower that, pursuant to the requirements of the PATRIOT Act and other applicable foreign Requirements of Law, it
is required to obtain, verify and record information that identifies the Parent and each Borrower, which information includes the name
and address of the Parent and each Borrower and other information that will allow such Lender to identify the Parent and each Borrower
in accordance with the PATRIOT Act or such other Requirements of Law, as applicable.


 






    179


     


    

 


Section 9.16     Electronic
Execution; Electronic Records; Counterparts.


 


This Agreement, any other
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. The Parent, each Borrower, each 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 Section 9.16
may include use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned
into .pdf), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Each
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 (each, an “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, none of any Agent, any Issuing Lender, any FCI Issuing Lender or the Swingline 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 that, without limiting the foregoing, (a) to the extent such Agent, such Issuing Lender, such FCI
Issuing Lender or the Swingline Lender has agreed to accept such Electronic Signature, each Agent and each of the Lender Parties shall
be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Parent, any Borrower and/or any Lender Party
without further verification, and (b) upon the request of any Agent or any Lender Party, any Electronic Signature shall be promptly
followed by such manually executed counterpart.


 


None of any Agent, any Issuing
Lender, any FCI Issuing Lender, or the Swingline 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 such Agent’s, such Issuing Lender’s, such FCI Issuing Lender’s or the
Swingline Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). Each
Agent, each Issuing Lender, each FCI Issuing Lender and the Swingline 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).


 


The Parent, each Borrower
and each Lender Party hereby waives (a) any argument, defense or right to contest the legal effect, validity or enforceability of
this Agreement or any other Loan Document based solely on the lack of paper original copies of this Agreement or such other Loan Document,
and (b) any claim against each Agent and each Lender Party for any liabilities arising solely from any 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 Parent
or the Borrowers to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.


 






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Section 9.17     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), the Parent and each Borrower acknowledges and agrees, and acknowledges its respective Subsidiaries’ understanding,
that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Foreign Trade Facility
Agent and BofA Securities, are arm’s-length commercial transactions between the Parent and its Subsidiaries, on the one hand, and
the Administrative Agent, the Foreign Trade Facility Agent and BofA Securities, on the other hand, (ii) the Parent and each Borrower
has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Parent
and each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated
hereby and by the other Loan Documents; (b)(i) the Administrative Agent, the Foreign Trade Facility Agent and BofA Securities 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 Parent or any of Subsidiaries or any other Person and (ii) neither
the Administrative Agent, the Foreign Trade Facility Agent nor BofA Securities has any obligation to the Parent or any of its Subsidiaries
with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents;
and (c) the Administrative Agent, the Foreign Trade Facility Agent and BofA Securities and their respective Affiliates may be engaged
in a broad range of transactions that involve interests that differ from those of the Parent and its Subsidiaries, and neither the Administrative
Agent, the Foreign Trade Facility Agent nor BofA Securities has any obligation to disclose any of such interests to the Parent or its
Subsidiaries. To the fullest extent permitted by law, the Parent and each Borrower hereby waives and releases, any claims that it may
have against the Administrative Agent, the Foreign Trade Facility Agent or BofA Securities with respect to any breach or alleged breach
of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 


Section 9.18     Keepwell.


 


Each Loan Party that is a
Qualified ECP Guarantor at the time the Guarantee under the Guarantee and Collateral Agreement is entered into by any Loan Party that
is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”)
or at the time any such Specified Loan Party grants a security interest under the Loan Documents, 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 the Guarantee and Collateral Agreement voidable under
the Bankruptcy Code of the United States (or similar debtor relief laws of the United States or other applicable jurisdictions), and not
for any greater amount). The obligations and undertakings of each applicable Loan Party under this Section shall remain in full force
and effect until such time as the Obligations (other than (a) contingent indemnification obligations for which no claims have been
made, and (b) the Designated Obligations) have been paid in full, the Commitments have expired or terminated and all Letters of Credit
and FCIs shall have expired (without any pending drawing) or terminated (or been fully cash collateralized or otherwise supported in a
manner consistent with the terms of Section 2.5(j) or Section 2.6(m)(iv), as applicable). Each Loan Party
intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a
 “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange
Act.


 


Section 9.19     Acknowledgement
and Consent to Bail-In of Affected Financial Institutions.


 


Solely to the extent any Lender,
any Issuing Lender or any FCI Issuing Lender 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, any Issuing Lender or any FCI Issuing Lender 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
an 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, any Issuing Lender or any FCI Issuing Lender 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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Section 9.20     Acknowledgement
Regarding Any Supported QFC.


 


To the extent that the Loan
Documents provide support, through a guarantee or otherwise, for any Hedging Agreement 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 that, 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]


 






    182


     


    

 



 


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


 


	U.S. BORROWER:	SPX ENTERPRISES, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:   	/s/ James Harris
	 	Name: James Harris
	 	Title: Vice President
	 	 
	PARENT:	SPX CORPORATION,
	 	a Delaware corporation
	 	 
	 	By: 	/s/ John W. Nurkin
	 	Name: John W. Nurkin
	 	Title: Vice President, General Counsel and Secretary



 


SPX ENTERPRISES, LLC 

AMENDED AND RESTATED CREDIT AGREEMENT


 






     


     


    

 


	ADMINISTRATIVE AGENT:	bank of america, n.a.,
	 	as the Administrative Agent
	 	 
	 	By:   	/s/ Elizabeth Uribe
	 	Name: Elizabeth Uribe
	 	Title: Assistant Vice President



 


SPX ENTERPRISES, LLC 

AMENDED AND RESTATED CREDIT AGREEMENT


 







     


     


    

 


	FOREIGN TRADE FACILITY AGENT:	DEUTSCHE BANK AG,
	 	as the Foreign Trade Facility Agent
	 	 
	 	By:   	/s/ Myriam Rotthaus
	 	Name: Myriam Rotthaus
	 	Title: Vice President
	 	 
	 	By:	/s/ Roland Stephan
	 	Name: Roland Stephan
	 	Title: Assistant Vice President



 


SPX ENTERPRISES, LLC 

AMENDED AND RESTATED CREDIT AGREEMENT



 






     


     


    

 


	LENDERS:	bank of america, n.a.,
	 	as a Lender, the Swingline Lender, an Issuing Lender, and an FCI Issuing Lender
	 	 
	 	By:   	/s/ Prathamesh Kshirsagar
	 	Name: Prathamesh Kshirsagar
	 	Title: Director



 


SPX ENTERPRISES, LLC 

AMENDED AND RESTATED CREDIT AGREEMENT



 






     


     


    

 


	 	DEUTSCHE BANK AG,
	 	as a Lender, an Issuing Lender and an FCI Issuing Lender
	 	 
	 	By:   	/s/ Myriam Rotthaus
	 	Name: Myriam Rotthaus
	 	Title: Vice President
	 	 
	 	By:	/s/ Roland Stephan
	 	Name: Roland Stephan
	 	Title: Assistant Vice President



 


SPX ENTERPRISES, LLC 

AMENDED AND RESTATED CREDIT AGREEMENT



 






     


     


    

 


	 	DEUTSCHE BANK AG, NEW YORK BRANCH,
	 	as a Lender
	 	 
	 	By:   	/s/ Jessica Lutrario
	 	Name: Jessica Lutrario
	 	Title: Associate
	 	 
	 	By:	/s/ Philip Tancorra
	 	Name: Philip Tancorra
	 	Title: Vice President



 


SPX ENTERPRISES, LLC 

AMENDED AND RESTATED CREDIT AGREEMENT



 






     


     


    

 


	 	BNP PARIBAS,
	 	as a Lender
	 	 
	 	By:   	/s/ Christoper Sked
	 	Name: Christopher Sked
	 	Title: Managing Director
	 	 
	 	By:	/s/ Nicolas Doche
	 	Name: Nicolas Doche
	 	Title: Vice President



 


SPX ENTERPRISES, LLC 

AMENDED AND RESTATED CREDIT AGREEMENT



 






     


     


    

 



 


	 	CITIZENS BANK, N.A.,
	 	as a Lender
	 	 
	 	By:   	/s/ Karmyn Paul
	 	Name: Karmyn Paul
	 	Title: Vice President



 


SPX ENTERPRISES, LLC 

AMENDED AND RESTATED CREDIT AGREEMENT







 






     


     


    

 


	 	FIFTH THIRD BANK, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 
	 	By:   	/s/ J. David Izard
	 	Name: J. David Izard
	 	Title: Senior Vice President



 


SPX ENTERPRISES, LLC 

AMENDED AND RESTATED CREDIT AGREEMENT







 






     


     


    

 


	 	JPMORGAN CHASE BANK, N.A.,
	 	as a Lender and an Issuing Lender
	 	 
	 	By:   	/s/ Gene Riego de Dios
	 	Name: Gene Riego de Dios
	 	Title: Executive Director



 


SPX ENTERPRISES, LLC 

AMENDED AND RESTATED CREDIT AGREEMENT







 






     


     


    

 


	 	MUFG BANK, LTD.,
	 	as a Lender and an FCI Issuing Lender
	 	 
	 	By:   	/s/ Dominic Yung
	 	Name: Dominic Yung
	 	Title: Director



 


SPX ENTERPRISES, LLC 

AMENDED AND RESTATED CREDIT AGREEMENT







 






     


     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 
	 	By:   	/s/ Dawn Kondrat
	 	Name: Dawn Kondrat
	 	Title: Senior Vice President



 


SPX ENTERPRISES, LLC 

AMENDED AND RESTATED CREDIT AGREEMENT







 






     


     


    

 


	 	TD BANK, N.A.,
	 	as a Lender
	 	 
	 	By:   	/s/ Steve Levi
	 	Name: Steve Levi
	 	Title: Senior Vice President



 


SPX ENTERPRISES, LLC 

AMENDED AND RESTATED CREDIT AGREEMENT







 






     


     


    

 


	 	THE BANK OF NOVA SCOTIA,
	 	as a Lender
	 	 
	 	By:   	/s/ Kelly Cheng
	 	Name: Kelly Cheng
	 	Title: Managing Director



 


SPX ENTERPRISES, LLC 

AMENDED AND RESTATED CREDIT AGREEMENT







 






     


     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 
	 	By:   	/s/ Joel H. Turner
	 	Name: Joel H. Turner
	 	Title: Senior Vice President



 


SPX ENTERPRISES, LLC 

AMENDED AND RESTATED CREDIT AGREEMENT







 






     


     


    

 


	 	REGIONS BANK,
	 	as a Lender
	 	 
	 	By:   	/s/ Matthew N. Walt
	 	Name: Matthew N. Walt
	 	Title: Director


 


SPX ENTERPRISES, LLC 

AMENDED AND RESTATED CREDIT AGREEMENT





 






     


     


    

 


  


Schedule 1.1A


 


Commitments and Applicable Percentages


 


	Lender	 	Revolving
 Commitments	 	 	Applicable
 Percentages for total
 Revolving
 Commitments	 	 	Term Loan A
 Commitments	 	 	Applicable
 Percentages for total 
 Term Loan A
 Commitments	 
	Bank of America, N.A.	 	$	53,553,883.86	 	 	 	10.710776772	%	 	$	27,946,116.14	 	 	 	11.406578016	%
	Deutsche Bank AG New York Branch	 	$	30,500,000.00	 	 	 	6.100000000	%	 	$	-	 	 	 	0.000000000	%
	BNP Paribas	 	$	42,711,686.49	 	 	 	8.542337298	%	 	$	22,288,313.51	 	 	 	9.097270820	%
	Citizens Bank, N.A	 	$	42,711,686.49	 	 	 	8.542337298	%	 	$	22,288,313.51	 	 	 	9.097270820	%
	Fifth Third Bank, National Association	 	$	42,711,686.49	 	 	 	8.542337298	%	 	$	22,288,313.51	 	 	 	9.097270820	%
	JPMorgan Chase Bank, N.A.	 	$	42,711,686.49	 	 	 	8.542337298	%	 	$	22,288,313.51	 	 	 	9.097270820	%
	MUFG Bank, LTD.	 	$	41,397,480.76	 	 	 	8.279496152	%	 	$	21,602,519.24	 	 	 	8.817354792	%
	PNC Bank, National Association	 	$	42,711,686.49	 	 	 	8.542337298	%	 	$	22,288,313.51	 	 	 	9.097270820	%
	TD Bank, N.A.	 	$	42,711,686.49	 	 	 	8.542337298	%	 	$	22,288,313.51	 	 	 	9.097270820	%
	The Bank of Nova Scotia	 	$	42,711,686.49	 	 	 	8.542337298	%	 	$	22,288,313.51	 	 	 	9.097270820	%
	Wells Fargo Bank, National Association	 	$	42,711,686.49	 	 	 	8.542337298	%	 	$	22,288,313.51	 	 	 	9.097270820	%
	Regions Bank	 	$	32,855,143.46	 	 	 	6.571028692	%	 	$	17,144,856.54	 	 	 	6.997900629	%
	Total	 	$	500,000,000.00	 	 	 	100.000000000	%	 	$	245,000,000.00	 	 	 	100.000000000	%




 






    


     


    

 


	Lender	 	FCI Issuing Commitments	 
	Deutsche Bank AG	 	$	22,000,000.00	 
	Bank of America, N.A.	 	$	1,000,000.00	 
	MUFG Bank, LTD.	 	$	2,000,000.00	 
	Total	 	$	25,000,000.00	 



 






    


     


    

 


Schedule 1.1B


 


[Reserved]


 






    


     


    

 


Schedule 1.1C


 


FCI Requirements


 


		Arbitration:	In no event shall an arbitration clause in respect of the payment obligation of the FCI Issuing Lender
be applicable.



 


		Maturity/Demand:	The payment obligation of an FCI Issuing Lender shall be determinable by reliance on the terms of the
relevant FCI issued by it only and, as the case may be, any other document simultaneously to be presented together with a demand for payment
under the FCI. Such payment obligation shall be conditional upon presentation of a demand for payment with or, as the case may be, without
simultaneous presentation of other documents. The terms of each FCI shall require:



 


a) receipt by the FCI Issuing Lender of
a payment demand conforming to the terms and conditions stipulated in such FCI by the expiry date at the latest (provided that the latest
date for a beneficiary to draw under an FCI may be extended beyond the stated expiration date of such FCI, whether pursuant to ISP98 Rule 3.13(a) or
3.14(a) or pursuant to other applicable laws and letter of credit practice or independent guarantee practice or pursuant to provisions
contained in the text of such FCI providing for an extension under certain limited circumstances of the beneficiary’s time to draw
in the event of an unscheduled closing of such FCI Issuing Lender (whether such closing is due to force majeure or other causes)),
and


 


b) that thereafter no further demand shall
be honored.


 


		Transfers:	Transfer of rights and claims under any FCI shall expressly be subject to the prior written consent of
the relevant FCI Issuing Lender.



 


		Governing Law
                          / Jurisdiction:	The terms of each FCI shall contain a clause stating the governing
law and jurisdiction for the resolution of disputes under such FCI. (Note: arbitration clauses are not to be used).



 


		Miscellaneous:	The terms of an FCI shall not provide for a combination of more than three purposes. The terms
of an FCI shall not provide that an FCI Issuing Lender has to verify the occurrence of events that are beyond such FCI Issuing
Lender’s control, including, without limitation, determining other than from the face of any presented drawing documents whether
the payment obligation of such FCI Issuing Lender has become due in accordance with the terms and conditions of such FCI or examining
the underlying relationship between the beneficiary of such FCI and the applicable Borrower in order to determine the FCI’s expiration.
No FCI Issuing Lender is obliged or shall be forced to issue any FCI which fails to meet one (1) or more FCI Requirements.



 


[Remainder of Page Intentionally
Left Blank]


 






    


     


    

 


Schedule 1.1D


 


Existing FCIs


 


[See Attached.]


 






    


     


    

 


Schedule 1.1E


 


Existing Letters of Credit


 


	Issuing Lender	 	Letter of Credit

 No.	 	Amount	 	 	Beneficiary	 	Expiry Date	 	Type of Letter of 

Credit
	Bank of America, N.A.	 	68035208	 	$	1,400,000.00	 	 	U.S. Environmental Protection Agency	 	March 21, 2023	 	Financial Letter of Credit
	Bank of America, N.A.	 	68116868	 	$	26,444.00	 	 	NJ Department of Environmental Protection	 	March 15, 2023	 	Non-Financial Letter of Credit
	Bank of America, N.A.	 	68116869	 	$	7,730,000.00	 	 	Department of Toxic Substances Control	 	March 31, 2023	 	Non-Financial Letter of Credit
	Bank of America, N.A.	 	68116870	 	$	109,512.00	 	 	U.S. Environmental Protection Agency	 	April 21, 2023	 	Non-Financial Letter of Credit
	Bank of America, N.A.	 	68116871	 	$	109,512.00	 	 	L&RR Site Group, C/O Roy P Giarrusso, Esq.	 	April 21, 2023	 	Non-Financial Letter of Credit
	Bank of America, N.A.	 	68116873	 	$	129,175.00	 	 	Connecticut Department of Energy and Environmental Protection	 	January 10, 2023	 	Non-Financial Letter of Credit
	JPMorgan Chase Bank, N.A..	 	P-225033 JPM	 	$	200,000.00	 	 	Hartford Fire Insurance Co.	 	 	 	Financial Letter of Credit
	JPMorgan Chase Bank, N.A.	 	P-232221 JPM	 	$	25,000.00	 	 	Amerisure Mutual Insurance	 	 	 	Financial Letter of Credit
	JPMorgan Chase Bank, N.A.	 	P-391004 JPM	 	$	345,000.00	 	 	Ohio Bureau of Workers	 	 	 	Financial Letter of Credit
	JPMorgan Chase Bank, N.A.	 	P-391427 JPM	 	$	193,000.00	 	 	The Travelers Indemnity Co.	 	 	 	Financial Letter of Credit
	JPMorgan Chase Bank, N.A.	 	P-392889 JPM	 	$	500,000.00	 	 	United States Fidelity	 	 	 	Financial Letter of Credit
	JPMorgan Chase Bank, N.A.	 	TPTS-340430 JPM	 	$	227,404.67	 	 	Minnesota Pollution Control	 	 	 	Financial Letter of Credit



 






    


     


    

 


Schedule 1.1F


 


Issuing Lender Sublimits


 


	Lender	 	Non-Financial
 Letters of
 Credit	 	 	Applicable Percentages for Non-
 Financial Letters of Credit	 
	Bank of America, N.A.	 	$	25,000,000.00	 	 	 	50.000000000	%
	Deutsche Bank AG Deutschlandgeschäft Branch	 	$	25,000,000.00	 	 	 	50.000000000	%



 






    


     


    

 


Schedule 1.1G


 


PERMITTED REORGANIZATION


 


The “Permitted Reorganization”
shall consist substantially of the following transactions, together with such other transactions as are ancillary thereto or otherwise
necessary to give effect thereto (terms used herein without definition shall have the meanings given to them in the Credit Agreement):


 


1.             On
the Effective Date, the Parent owns 100% of the Capital Stock of the U.S. Borrower, and the U.S. Borrower owns, directly or indirectly,
all of the operating Subsidiaries of the Parent.


 


2.             The
Parent will form SPX Holdco, which will be a direct Wholly Owned Subsidiary of the Parent and a sister company to the U.S. Borrower.


 


3.             SPX
Holdco will form a new direct Wholly Owned Subsidiary, which will be a Delaware corporation (“SPX Merger”).


 


4.             Effective
at 12:01 a.m. (Eastern time) on the date of the Merger (as defined below), the Parent will contribute 100% of the Capital Stock of
the U.S. Borrower to SPX Holdco, so that the U.S. Borrower will become a direct Wholly Owned Subsidiary of SPX Holdco and SPX Holdco will
own, directly or indirectly, all operating Subsidiaries previously owned by the Parent.


 


5.             Effective
at 8:00 a.m. (Eastern time) on the date thereof, the Parent will merge with and into SPX Merger pursuant to Section 251(g) of
the Delaware General Corporation Law, with SPX Merger as the surviving entity (the “Merger”), and with SPX Holdco thereby
becoming the new parent holding company. Holders of the Parent’s common stock will receive SPX Holdco common stock in exchange for
their shares.


 


6.             SPX
Holdco will register its common stock and equity compensation plans with the Securities and Exchange Commission and will list its common
stock for trading on the New York Stock Exchange, and the Parent will terminate registration of its common stock and delist its common
stock from the New York Stock Exchange.


 






    


     


    

 


Schedule 2.6(g)


 


Obligations of FCI Issuing Lenders


 


		Booking:	Upon the execution of the instructions to issue an FCI, the relevant FCI Issuing Lender shall debit the
amount of the FCI to the FCI account of the relevant Borrower maintained by it. Execution in this context refers to handing over or sending
the FCI to the beneficiary, the relevant Borrower or any third party nominated by such Borrower or instructing the Indirect FCI Issuing
Lender to issue an FCI.



 


		Examination of
  Documents:	Demands, statements and other documents which are to be presented under any FCI shall be examined by the
relevant FCI Issuing Lender to ascertain whether they appear on their face to conform to the terms of such FCI and do not appear to be
inconsistent with one another (to the extent that examination for inconsistency is required by the express terms of such FCI or by any
rules applicable to such FCI such as the Uniform Customs and Practice for Documentary Credits, 2007 Revision, International
Chamber of Commerce Publication No. 600 or the Uniform Rules for Demand Guarantees, 2010 Revision, International Chamber
of Commerce Publication No. 758. Such FCI Issuing Lender is entitled to treat documents transmitted by teletransmission (e.g. SWIFT-Messages)
as originals.



 


		Notice to the

Borrower:	Each FCI Issuing Lender will inform the Foreign Trade Facility Agent and the relevant Borrower promptly
of any debiting, reduction and reversal of an FCI Credit Instrument issued by it as well as of the receipt of any documents (in particular
payment demands) from a beneficiary or an Indirect FCI which comply with the terms of the FCI and are of relevance to such Borrower. Such
FCI Issuing Lender will make available the originals of such documents, upon request, to such Borrower to the extent that such FCI Issuing
Lender does not require them for the preservation of its rights or is not bound to keep them itself.



 


		Reversal in the 
 FCI
                          Account:	Each FCI Issuing Lender shall reduce the amount of each FCI
in the FCI account of the relevant Borrower maintained by it in accordance with Section 2.6(i).



 


	FCIs under Paris Rules:	In case an FCI Issuing Lender is instructed, and prepared to execute the instructions, that either an FCI (other than a Counter-Guarantee) or a Counter-Guarantee together with a corresponding Indirect FCI be expressly subject to the Uniform Rules for Demand Guarantees of the International Chamber of Commerce in Paris, (Publication No. 758), then the latter apply with respect to reversals of such FCI in the FCI Account. Unless otherwise stipulated in such FCI, such FCI Issuing Lender may then in case of an ‘extend or pay’ demand effect payment 10 calendar days after giving notice thereof to the relevant Borrower, unless such Borrower has instructed such FCI Issuing Lender beforehand to extend such FCI and such FCI Issuing Lender has accepted such instructions.




 






    


     


    

 


Schedule 2.6(i)


 


Procedures for Release of FCIs


 


[Date]


 


Letter of Release


 


Re: your _______________ No _______________ for
_____________


Dated: ________________ 


in favor of: _____________ 


by order of: ____________ 


hereinafter the “FCI”


 


To: [FCI Issuing Lender]


 


Ladies and Gentlemen:


 


We hereby confirm that we have neither assigned,
transferred, encumbered nor otherwise disposed of any of our rights or claims in connection with the captioned FCI or the underlying obligations
secured by such FCI, and we are not aware that any third parties have claimed any rights with respect to such FCI or the underlying obligations.


 


We hereby irrevocably and unconditionally release
and discharge you with legally binding and immediate effect from any and all obligations and liabilities in connection with the captioned
FCI.


 


	 	 	 
	Place and date	 	stamp and legally binding
	 	 	signatures [ of Beneficiary]




 


We hereby confirm that the signatures give on
this document correspond to those deposited with us. The signatories are empowered to represent the company and to issue the above letter
of release.


 


	 	 	 
	 	 	Place and date stamp and
legally binding

signatures [of Beneficiary’s bank
	 	 	 


 






    


     


    

 


Schedule 2.6(k)


 


Form of Agreement for Joint Signature FCIs


 


Agreement, dated as of _____________, 20__, among
[FCI Issuing Lender], [FCI Issuing Lender] and [FCI Issuing Lender] (collectively, the “Joint Issuing Lenders”).


 


W
I T N E S S E T H :


 


WHEREAS, the Joint Issuing
Lenders are party to the Credit Agreement, dated as of August 12, 2022 (the “Credit Agreement”), among SPX Enterprises,
LLC, a Delaware limited liability company (the “U.S. Borrower”), SPX Corporation, a Delaware corporation (the “Parent”),
_______________ (the “Requesting Borrower”), the other Foreign Subsidiary Borrowers party thereto (together with the
Requesting Borrower, the U.S. Borrower and the Parent , the “Borrowers”), the Lenders (including the Joint Issuing
Lenders) party thereto, Bank of America, N.A., as Administrative Agent, and the other agents party thereto;


 


WHEREAS, pursuant to Section 2.6
of the Credit Agreement, the Requesting Borrower has requested the issuance of a Joint Signature FCI in the form of a [type of FCI] to
[name of beneficiary] (the “Beneficiary”) in the amount of ______________ (the “Joint Instrument”);
and


 


WHEREAS, the Joint Issuing
Lenders have appointed [name of relevant Joint Issuing Lender] to as act their Joint Foreign Trade Facility Agent (the “Joint
Agent”) in accordance with Section 2.6(k)(ii) of the Credit Agreement.


 


NOW, THEREFORE, the parties
hereto hereby agree as follows:


 


1.             Defined
Terms: Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them
in the Credit Agreement.


 


2.             Cooperation.
Each party hereto shall use its commercially reasonable efforts to provide for an orderly administration of requests to issue or amend,
or otherwise in respect of, the Joint Instrument.


 


3.             Obligations
of the Joint Agent. In addition to the requirements set forth in Section 2.6(k) of the Credit Agreement, the Joint Agent
hereby agrees to:


 


(a)           coordinate
the instruction process in respect of the Joint Instrument by (i) representing the Joint Issuing Lenders in any related discussions
with the Foreign Trade Facility Agent and/or the Requesting Borrower aimed at achieving final instruction and (ii) cooperating and
consulting with the Joint Issuing Lenders accordingly;


 


(b)           coordinate
the issuance and amendment processes in respect of the Joint Instrument by (i) representing the Joint Issuing Lenders in any related
discussions with the Beneficiary, (ii) cooperating and consulting with the Joint Issuing Lenders accordingly and, to the extent necessary,
with the Requesting Borrower in order to obtain such Requesting Borrower’s consent, (iii) drafting and negotiating the terms
of the Joint Instrument in accordance with Annex I hereto and (iv) delivering the Joint Instrument to the Beneficiary;


 


(c)           if
the Beneficiary demands payment under the Joint Instrument, coordinate among the Joint Issuing Lenders by (i) receiving from the
Beneficiary, and promptly delivering to the Joint Issuing Lenders, such payment demand, (ii) informing the Requesting Borrower of
such payment demand and, to the extent required by the Joint Instrument, obtaining such Requesting Borrower’s consent, (iii) cooperating
and consulting with the Joint Issuing Lenders with respect to decisions relating to the Joint Instrument, (iv) representing the Joint
Issuing Lenders in any related correspondence, discussions, honoring or dishonoring with respect to the Joint Instrument and (v) collecting
the relevant proportional amounts from the Joint Issuing Lenders in the event any payment demand is honored;


 






    


     


    

 


(d)           coordinate
the reduction, cancellation, expiry and release processes by (i) representing the Joint Issuing Lenders in any related discussions
with the Beneficiary, and (ii) cooperating and consulting with the Joint Issuing Lenders and the Requesting Borrower accordingly;
and


 


(e)           receive,
distribute and send any and all correspondence related to its aforesaid duties.


 


4.             Authorization
of Joint Agent by Joint Issuing Lenders. Each Joint Issuing Lender hereby authorizes the Joint Agent to represent it in connection
with all matters described under Section 3 above vis-à-vis the Beneficiary, the Requesting Borrower, the Administrative
Agent, the Foreign Trade Facility Agent and the other Joint Issuing Lenders.


 


5.             Responsibility
and Liability. (a) Each Joint Issuing Lender is severally responsible for promptly notifying the Requesting Borrower, pursuant
to Section 2.6(h)(i) of the Credit Agreement, of any request for payment made in respect of the Joint Instrument. Each Joint
Issuing Lender has made its own and independent assessment with respect to any risk related to the Joint Instrument and its respective
obligations thereunder.


 


(b)           The
Joint Agent shall be liable to each Joint Issuing Lender and vice versa only to the extent of its gross negligence or willful misconduct.


 


(c)           Each
Joint Issuing Lender agrees to promptly provide all information received by it related to the Joint Instrument, including any demand for
payment thereunder, to the Joint Agent for distribution to the other Joint Issuing Lenders, the Requesting Borrower and the Foreign Trade
Facility Agent.


 


6.             Miscellaneous.
(a) Neither this Agreement, nor any provision hereof, may be waived, amended or modified except pursuant to an agreement or agreements
in writing entered into by each Joint Issuing Lender and the Joint Agent.


 


(b)           Sections
9.9 and 9.12 of the Credit Agreement shall be applicable mutatis mutandis.


 


(c)           This
Agreement may be executed in any number of counterparts, including both paper and electronic counterparts, each of which shall constitute
an original.


 






    


     


    

 


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


 


	 	[NAME OF FCI ISSUING LENDER], as 
	 	Joint Issuing Lender and Joint Agent
	 	 
	 	By 	              
	 	Name: 
	 	Title:
	 	 
	 	[NAME OF FCI ISSUING LENDER], as 
	 	Joint Issuing Lender
	 	 
	 	By 	 
	 	Name: 
	 	Title:
	 	 
	 	[NAME OF FCI ISSUING LENDER], as 
	 	Joint Issuing Lender
	 	 
	 	By 	 
	 	Name: 
	 	Title:




 






    


     


    

 


Joint Instrument Requirements


 


Each Joint Instrument shall:


 


1.             provide
that any demand for payment shall be made by the Beneficiary to the Joint Agent, and any payment thereunder shall be made by each Joint
Issuing Lender based on its pro rata share in the Joint Instrument.


 


2.             set
forth the respective pro rata share of each Joint Issuing Lender in the Joint Instrument; and


 


3.             provide
that each Joint Issuing Lender shall be severally liable to the Beneficiary only for its pro  rata share in the Joint Instrument.


 






    


     


    




 


Schedule 2.6(p)


 


Reports


 


	 	 	utilization	facility	available
	Total FCI Facility	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Categories	 	 	 
	 	Warranty Obligations	 	 	 
	 	Performance Obligations	 	 	 
	 	Advance Payment Obligations	 	 	 
	 	Tender Obligations	 	 	 
	 	other obligations	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	FCIs	 	 	 
	 	with a remaining lifetime >48 months	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	FCIs

per FCI Issuing Lender	utilization	limit	available
	details:	 	 	 	 
	 	FCI Issuing Lender 1	 	 	 
	 	FCI Issuing Lender 2	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	FCIs

issued per Borrower	utilization	 	 
	details:	 	 	 	 
	 	Borrower 1	 	 	 
	 	Borrower 2	 	 	 
	 	Borrower 3	 	 	 
	 	Borrower 4	 	 	 
	 	 	 	 	 



 






    


     


    

 


	FCIs

issued per Third Party	utilization	 	 
	details:	 	 	 	 
	 	Third Party 1	 	 	 
	 	Third Party 2	 	 	 
	 	Third Party 3	 	 	 
	 	Third Party 4	 	 	 
	 	Third Party 5	 	 	 
	 	Third Party 6	 	 	 
	 	Third Party 7	 	 	 
	 	Third Party 8	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	Date	Ref.-No. of Agent	Lender	Ref.-No of Lender	Borrower	Ref.-No 

of Borrower	Third

 Party	Reservation	Currency	Amount in

 currency
	 	 	 	 	 	 	 	 	 	 
	Value Date of Transaction	Amount of the TNX in Currency	Handling Fee	Postage/SWIFT/Courier	Other Fees	 	 	 	 	 


 


	Amount in 

Base Currency	Type of

 Guarantee	Issue Date	Expiry Date	Commercial

 Lifetime	Beneficiary	Transaction


 






    


     


    

 


Schedule 3.4


 


Disclosed Matters


 


None.


 






    


     


    

 


Schedule 3.12


 


Subsidiaries


 


	Subsidiary	Parent’s Direct 

and Indirect 

Ownership 

Interest (%)	Jurisdiction of

 Organization	Subsidiary 

Guarantor
	Arrendadora Korco, S.A. de C.V.	49	Mexico	No
	Ballantyne Legacy Holdings, LLC	100	Delaware	No
	Ballantyne Holdings LLC	100	California	No
	Beacon Navigation Pty Ltd.	100	Australia	No
	Bethpage Finance	100	Luxembourg	No
	Beyond Vision, LLC	80	Louisiana	No
	Cincinnati Fan & Ventilator Company, Inc.	100	Ohio	Yes
	Communication Technologies Dominican Republic, S.R.L.	100*	Dominican Republic	No
	Cues Canada, Inc.	100	Canada	No
	Cues, Inc.	100	Delaware	Yes
	Daniels Fan Limited 	100	United Kingdom	No
	DBT Technologies (Pty) Ltd. 	100	South Africa	No
	Dormant Radio Australia Pty Limited	100	Australia	No
	ELXSI Corporation	100	Delaware	Yes
	Engineered Air Quality, Inc.	100	Delaware	Yes
	Enterprise Control Systems Limited	100	United Kingdom	No
	Fairbanks Morse Pump Corporation	100	Kansas	No
	Flash Technology, LLC	100	Delaware	Yes
	General Signal India Private Limited	100	India	No
	Genfare, LLC	100	Delaware	Yes
	International Tower Lighting, LLC	100	Tennessee	No
	Kayex Holdings LLC	100	Delaware	No
	Kiawah Holding Company	100	Cayman Islands	No
	KVT & I Pty Ltd.	100	Australia	No
	Laser Guidance, Inc.	100	Washington	No
	Marley Canadian ULC	100	Canada	No
	Marley Cooling Tower (Holdings) Limited	100	United Kingdom	No
	Marley Engineered Products LLC	100	Delaware	Yes



 






    


     


    

 


	Subsidiary	Parent’s Direct 

and Indirect 

Ownership 

Interest (%)	Jurisdiction of

 Organization	Subsidiary 

Guarantor
	Marley Mexicana S.A. de C.V.	100	Mexico	No
	MCT Services LLC	100	Delaware	No
	Oy Sabik Ab	100	Finland	No
	Patterson-Kelley, LLC	100	Delaware	Yes
	Pinehurst Holding Company	100	Cayman Islands	No
	Pipeline Inspection Partners Corp. 	100	Delaware	No
	Radiodetection (Canada) Ltd.	100	Canada	No
	Radiodetection (China) Limited	100*	Hong Kong	No
	Radiodetection Australia Pty Limited	100	Australia	No
	Radiodetection B.V.	100	Netherlands	No
	Radiodetection Limited	100	United Kingdom	No
	Radiodetection, LLC	100	Delaware	Yes
	Radiodetection Sarl	100	France	No
	Sabik Ltd	100	United Kingdom	No
	Sabik Private Limited	100	Singapore	No
	Sealite Asia Pte Ltd.	100	Singapore	No
	Sealite Europe SRL	100	Spain	No
	Sealite Holdings Pty. Ltd.	100	Australia	No
	Sealite Investments, LLC	100	Delaware	Yes
	Sealite Pty Ltd.	100	Australia	No
	Sealite United Kingdom Limited	100	United Kingdom	No
	Sealite USA, LLC	100	Delaware	Yes
	Sensors & Software Inc.	100	Canada	No
	SPX AtoN Estonia OÜ	100	Estonia	No
	SPX (Guangzhou) Cooling Technologies Co., Ltd.	100	China	No
	SPX Cooling Tech, LLC	100	Delaware	Yes
	SPX Cooling Tech North America, LLC 	100	Delaware	Yes
	SPX Cooling Technologies Canada, Inc.	100	Canada	No
	SPX Cooling Technologies GmbH	100	Germany	No
	SPX Cooling Technologies Malaysia Sdn. Bhd.	100	Malaysia	No
	SPX Cooling Technologies Singapore Pte. Ltd.	100	Singapore	No
	SPX Cooling Technologies Trading DMCC	100	Dubai	No
	SPX Cooling Technologies UK Limited	100	United Kingdom	No



 






    


     


    

 


	Subsidiary	Parent’s Direct 

and Indirect 

Ownership 

Interest (%)	Jurisdiction of

 Organization	Subsidiary 

Guarantor
	SPX Cooling Technologies, LLC	100	Delaware	No
	SPX Cooling Technology (Suzhou) Co. Ltd.	100	China	No
	SPX Enterprises, LLC	100	Delaware	Yes
	SPX European Holding Limited	100	United Kingdom	No
	SPX Germany Holding GmbH	100	Germany	No
	SPX Heat Transfer LLC	100	Delaware	No
	SPX Holding Inc.	100	Connecticut	No
	SPX Mauritius Ltd.	100	Mauritius	No
	SPX Merger, LLC	100	Delaware	No
	SPX Pension Trust Company Limited	100	United Kingdom	No
	SPX Receivables, LLC	100	Delaware	No
	SPX Sabik Europe Holdings Limited	100	United Kingdom	No
	SPX Technologies, Inc.	100	Delaware	No
	SPX Technologies (Pty) Ltd.	100	South Africa	No
	SPX Thermal Equipment and Services India Private Limited 	100	India	No
	Star2M Pty Ltd.	100	Australia	No
	Strobic Air Corporation	100	Delaware	Yes
	TC2 Limited	100	United Kingdom	No
	TCI International, Inc.	100	Delaware	Yes
	The Marley Company LLC	100	Delaware	Yes
	The Marley-Wylain Company, LLC	100	Delaware	No
	ULC Business Holdings, LLC	100	Delaware	Yes
	ULC Pipeline Robotics LLC	100	New York	No
	ULC Robotics International, Inc.	100	New York	Yes
	ULC Robotics International Limited	100	United Kingdom	No
	ULC Services, LLC	100	Delaware	No
	ULC Technologies, LLC	100	Delaware	Yes
	Vokes Limited	100	United Kingdom	No
	WM Technologies, LLC	100	Delaware	Yes
	XCel Erectors, Inc.	100	Delaware	No


 


* A de minimis amount of the outstanding shares of this company are
held by a third party.


 






    


     


    

 


Schedule 3.16


 


UCC Filing Jurisdictions


 


	Company Name	Jurisdiction of Organization
	Cincinnati Fan & Ventilator Company, Inc.	Ohio
	Cues, Inc.	Delaware
	ELXSI Corporation	Delaware
	Engineered Air Quality, Inc.	Delaware
	Flash Technology, LLC	Delaware
	Genfare, LLC	Delaware
	Marley Engineered Products LLC	Delaware
	Patterson-Kelley, LLC 	Delaware
	Radiodetection, LLC	Delaware
	Sealite Investments, LLC 	Delaware
	Sealite USA, LLC 	Delaware
	SPX Corporation	Delaware
	SPX Cooling Tech, LLC	Delaware
	SPX Cooling Tech North America, LLC	Delaware
	SPX Enterprises, LLC	Delaware
	Strobic Air Corporation	Delaware
	TCI International, Inc.	Delaware
	The Marley Company LLC	Delaware
	ULC Business Holdings, LLC	Delaware
	ULC Robotics International, Inc.	New York
	ULC Technologies, LLC	Delaware
	WM Technologies, LLC	Delaware


 






    


     


    

 


Schedule 5.16


 


Post-Closing Obligations


 


Delivery of original pledged stock certificate for SPX Mauritius Ltd
and original stock powers identified by the Administrative Agent as soon as practicable.


 






    


     


    

 


Schedule 9.4(k)


 


Dutch Auction Procedures


 


This outline is intended to summarize certain
basic terms of procedures with respect to certain Borrower buy-backs pursuant to and in accordance with the terms and conditions of Section 9.4(k) of
the Credit Agreement to which this Schedule 9.4(k) is attached. It is not intended to be a definitive list of all of the terms
and conditions of a Dutch Auction and all such terms and conditions shall be set forth in the applicable auction procedures documentation
set for each Dutch Auction (the “Offer Documents”). None of the Administrative Agent, Bank of America, N.A. (or, if
Bank of America, N.A. declines to act in such capacity, an investment bank of recognized standing selected by the U.S. Borrower) (the
 “Auction Manager”) or any of their respective Affiliates makes any recommendation pursuant to the Offer Documents as
to whether or not any Term Loan A Lender or Incremental Term Lender should sell by assignment any of its Term Loans pursuant to the Offer
Documents (including, for the avoidance of doubt, by participating in the Dutch Auction as a Term Loan A Lender or Incremental Term Lender,
as applicable) or whether or not the U.S. Borrower should purchase by assignment any Term Loans from any Term Loan A Lender or Incremental
Term Lender pursuant to any Dutch Auction. Each Term Loan A Lender and Incremental Term Lender should make its own decision as to whether
to sell by assignment any of its Term Loans and, if so, the principal amount of and price to be sought for such Term Loans. In addition,
each Term Loan A Lender and Incremental Term Lender should consult its own attorney, business advisor or tax advisor as to legal, business,
tax and related matters concerning any Dutch Auction and the Offer Documents. Capitalized terms not otherwise defined in this Schedule
9.4(k) have the meanings assigned to them in the Credit Agreement.


 


Summary.
The U.S. Borrower may purchase (by assignment) Term Loans on a non-pro rata basis by conducting one or more Dutch Auctions pursuant to
the procedures described herein; provided that no more than one Dutch Auction may be ongoing at any one time and no more than four
Dutch Auctions may be made in any period of four consecutive fiscal quarters of the Parent.


 


1.             Notice
Procedures. In connection with each Dutch Auction, the U.S. Borrower will notify the Auction Manager (for distribution to the
Term Loan A Lenders and Incremental Term Lenders) of the Term Loans that will be the subject of the Dutch Auction by delivering to the
Auction Manager a written notice in form and substance reasonably satisfactory to the Auction Manager (an “Auction Notice”).
Each Auction Notice shall contain (i) the maximum principal amount of Term Loans the U.S. Borrower is willing to purchase (by assignment)
in the Dutch Auction (the “Auction Amount”), which shall be no less than $[AMOUNT] or an integral multiple of
$[AMOUNT] in excess of thereof, (ii) the range of discounts to par (the “Discount Range”), expressed as
a range of prices per $1,000 of Term Loans, at which the U.S. Borrower would be willing to purchase Term Loans in the Dutch Auction and
(iii) the date on which the Dutch Auction will conclude, on which date Return Bids (as defined below) will be due at the time provided
in the Auction Notice (such time, the “Expiration Time”), as such date and time may be extended upon notice
by the U.S. Borrower to the Auction Manager not less than 24 hours before the original Expiration Time. The Auction Manager will deliver
a copy of the Offer Documents to each Term Loan A Lender and Incremental Term Lender promptly following completion thereof.


 


2.             Reply
Procedures. In connection with any Dutch Auction, each Term Loan A Lender and Incremental Term Lender holding Term Loans wishing
to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in
form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) to be included in the Offer
Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply
Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $[AMOUNT],
that such Term Loan A Lender or Incremental Term Lender is willing to offer for sale at its Reply Price (the “Reply Amount”);
provided that each Term Loan A Lender and Incremental Term Lender may submit a Reply Amount that is less than the minimum amount
and incremental amount requirements described above only if the Reply Amount equals the entire amount of the Term Loans held by such Term
Loan A Lender or Incremental Term Lender at such time. A Term Loan A Lender or Incremental Term Lender may only submit one Return Bid
per Dutch Auction, but each Return Bid may contain up to three component bids, each of which may result in a separate Qualifying Bid (as
defined below) and each of which will not be contingent on any other component bid submitted by such Term Loan A Lender or Incremental
Term Lender resulting in a Qualifying Bid. In addition to the Return Bid, a participating Term Loan A Lender or Incremental Term Lender
must execute and deliver, to be held by the Auction Manager, an assignment and acceptance in the form included in the Offer Documents
which shall be in form and substance reasonably satisfactory to the Auction Manager and the Administrative Agent (the “Auction
Assignment and Acceptance”). The U.S. Borrower will not purchase any Term Loans at a price that is outside of the applicable
Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable
Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).


 






    


     


    

 


3.             Acceptance
Procedures. Based on the Reply Prices and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with
the U.S. Borrower, will calculate the lowest purchase price (the “Applicable Threshold Price”) for the Dutch
Auction within the Discount Range for the Dutch Auction that will allow the U.S. Borrower to complete the Dutch Auction by purchasing
the full Auction Amount (or such lesser amount of Term Loans for which the U.S. Borrower has received Qualifying Bids). The U.S. Borrower
shall purchase (by assignment) Term Loans from each Term Loan A Lender and Incremental Term Lender whose Return Bid is within the Discount
Range and contains a Reply Price that is equal to or less than the Applicable Threshold Price (each, a “Qualifying Bid”).
All Term Loans included in Qualifying Bids received at a Reply Price lower than the Applicable Threshold Price will be purchased at a
purchase price equal to the applicable Reply Price and shall not be subject to proration. If a Term Loan A Lender or Incremental Term
Lender has submitted a Return Bid containing multiple component bids at different Reply Prices, then all Term Loans of such Term Loan
A Lender or Incremental Term Lender offered in any such component bid that constitutes a Qualifying Bid with a Reply Price lower than
the Applicable Threshold Price shall also be purchased at a purchase price equal to the applicable Reply Price and shall not be subject
to proration.


 


4.             Proration
Procedures. All Term Loans offered in Return Bids (or, if applicable, any component bid thereof) constituting Qualifying Bids equal
to the Applicable Threshold Price will be purchased at a purchase price equal to the Applicable Threshold Price; provided that
if the aggregate principal amount of all Term Loans for which Qualifying Bids have been submitted in any given Dutch Auction equal to
the Applicable Threshold Price would exceed the remaining portion of the Auction Amount (after deducting all Term Loans purchased below
the Applicable Threshold Price), the U.S. Borrower shall purchase the Term Loans for which the Qualifying Bids submitted were at the Applicable
Threshold Price ratably based on the respective principal amounts offered and in an aggregate amount up to the amount necessary to complete
the purchase of the Auction Amount. For the avoidance of doubt, no Return Bids (or any component thereof) will be accepted above the Applicable
Threshold Price.


 


5.             Notification
Procedures. The Auction Manager will calculate the Applicable Threshold Price no later than the [ ] Business Day after the
date that the Return Bids were due. The Auction Manager will insert the amount of Term Loans to be assigned and the applicable settlement
date determined by the Auction Manager in consultation with the U.S. Borrower onto each applicable Auction Assignment and Acceptance received
in connection with a Qualifying Bid. Upon written request of the submitting Term Loan A Lender or Incremental Term Lender, the Auction
Manager will promptly return any Auction Assignment and Acceptance received in connection with a Return Bid that is not a Qualifying Bid.


 


6.             Additional
Procedures. Once initiated by an Auction Notice, the U.S. Borrower may withdraw a Dutch Auction by written notice to the Auction Manager
no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at
or prior to the time the Auction Manager receives such written notice from the U.S. Borrower. Any Return Bid (including any component
bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that a Term Loan
A Lender or Incremental Term Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price
included in such Return Bid. However, a Dutch Auction shall become void if the U.S. Borrower fails to satisfy one or more of the conditions
to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of Section 9.4(k) of the Credit
Agreement to which this Schedule 9.4(k) is attached. The purchase price for all Term Loans purchased in a Dutch Auction shall
be paid in cash by the U.S. Borrower directly to the respective assigning Term Loan A Lender or Incremental Term Lender on a settlement
date as determined by the Auction Manager in consultation with the U.S. Borrower (which shall be no later than ten (10) Business
Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement
date. The U.S. Borrower shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid.


 






    


     


    

 


All questions as to the form of documents and
validity and eligibility of Term Loans that are the subject of a Dutch Auction will be determined by the Auction Manager, in consultation
with the U.S. Borrower, and the Auction Manager’s determination will be conclusive, absent manifest error. The Auction Manager’s
interpretation of the terms and conditions of the Offer Document, in consultation with the U.S. Borrower, will be final and binding.


 


None of the Administrative Agent, the Auction
Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning
the Parent, the Subsidiaries or any of their Affiliates contained in the Offer Documents or otherwise or for any failure to disclose events
that may have occurred and may affect the significance or accuracy of such information.


 


The Auction Manager acting in its capacity as
such under a Dutch Auction shall be entitled to the benefits of the provisions of Article VIII and Section 9.3
of the Credit Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to
the Auction Manager, each reference therein to the “Loan Documents” were a reference to the Offer Documents, the Auction Notice
and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions
contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager
in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction.


 


This Schedule 9.4(k) shall not require
the Parent or any Subsidiary to initiate any Dutch Auction, nor shall any Term Loan A Lender or Incremental Term Lender be obligated to
participate in any Dutch Auction.


 






    


     


    

 


 


EXHIBIT A


 


[FORM OF]


CLOSING CERTIFICATE


 


[Date]


 


I, the undersigned, do hereby
certify that I am the duly elected and qualified [President][Executive Vice President][Chief Financial Officer] of [Name of Loan Party],
a [_________] organized and existing under the laws of [the State of]                    
(the “Company”), and do hereby certify on behalf of the Company that:


 


1.            This
Certificate is furnished pursuant to that certain Amended and Restated Credit Agreement, dated as of August 12, 2022, among SPX
Enterprises, LLC, a Delaware limited liability company, as the U.S. Borrower, SPX Corporation, a Delaware corporation, as the Parent,
CHAR1\1912346v3the Foreign Subsidiary Borrowers party thereto, the Lenders (including the Issuing Lenders and the FCI Issuing
Lenders) party thereto, Deutsche Bank AG, as the Foreign Trade Facility Agent, and Bank of America, N.A., as the Administrative Agent
and the Swingline Lender (such Credit Agreement, as in effect on the date of this Certificate, being herein called the “Credit
Agreement”). Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth
in the Credit Agreement.


 


2.            The
following named individuals are elected or appointed officers of the Company, each holds the office of the Company set forth opposite
his name and each such officer is duly authorized to execute and deliver on behalf of the Company each of the Loan Documents to which
it is a party and any certificate or other document to be delivered by the Company pursuant to the Loan Documents to which it is a party.
The signature written opposite the name and title of each such officer is his/her genuine signature.


 


	 	Name1	Office	Signature
	 	 	 
	 	_________________	__________________	__________________
	 	 	 
	 	_________________	__________________	__________________
	 	 	 
	 	_________________	__________________	__________________


 


3.             Attached
hereto as Exhibit A is a true, complete and certified copy of the [Certificate of][Articles of] [Incorporation][Formation]
of the Company as in effect on the date hereof and as filed in the Office of the Secretary of State of [the State of]                     ,
together with all amendments thereto adopted through the date hereof.


 


4.             Attached
hereto as Exhibit B is a true and correct copy of the [by-laws] [limited liability company agreement], together with all
amendments thereto, of the Company which [were] [was] duly adopted and [are] [is] in full force and effect on the date hereof.


 


 






1 Include name, office and signature of each officer who
will sign any Loan Document, including the officer who will sign the certification at the end of this Certificate or related documentation.


 






     


     


    

 


5.             Attached
hereto as Exhibit C is a true and correct copy of resolutions approving the execution, delivery and performance of the Credit
Agreement and the other Loan Documents relating thereto, which were duly adopted on                     ,          
[by unanimous written consent of the [Board of Directors] [Managers] of the Company] [by a meeting of the [Board of Directors] [Managers]
of the Company at which a quorum was present and acting throughout], and said resolutions have not been rescinded, amended or modified.
Except as attached hereto as Exhibit C, no resolutions have been adopted by the [Board of Directors] [Managers] of the Company
which deal with the execution, delivery or performance of any of the Loan Documents to which the Company is party.


 


6.             On
the date hereof, all of the conditions set forth in Sections 4.2(a) and (b) of the Credit Agreement have been satisfied.


 


7.            There
is no proceeding for the dissolution or liquidation of the Company or threatening its existence.


 


IN WITNESS WHEREOF, I
have hereunto set my hand as of the date first above written.


 


	 	[NAME OF LOAN PARTY],
	 	a [__]




 


	 	By:	 







	 	Name:
	 	Title:




 


I, the undersigned, [Secretary/Assistant
Secretary] of the Company, do hereby certify that:


 


8.             [Name
of Person making above certifications] is the duly elected and qualified [President][Executive Vice President][Chief Financial Officer]
of the Company and the signature above is [his][her] genuine signature.


 


9.            The
certifications made by [name of Person making above certifications] in Items 2, 3, 4, 5, 6 and 7 above are true and correct.


 


IN WITNESS WHEREOF, I
have hereunto set my hand as of the date first above written.


 


	 	[NAME OF LOAN PARTY],
	 	a [__]




 


	 	By:	 







	 	Name:
	 	Title:




 






     


     


    

 


EXHIBIT B


 


[FORM OF]


ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption
(this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between
[the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in
item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the
Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them
in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged
by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein
by reference and made a part of this Assignment and Assumption as if set forth herein in full.


 


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


 


	 	1.	Assignor[s]:	 	 
	 	 	 	 	 
	 	 	 	 	 



 


[for each Assignor, indicate whether Assignor [is][is not] a Defaulting Lender]


 


	 	2.	Assignee[s]:	 	 
	 	 	 	 	 
	 	 	 	 	 



 


[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]


 


	 	3.	U.S. Borrower: SPX Enterprises,
                                            LLC, a Delaware limited liability company



 






     


     


    

 


	 	4.	Administrative Agent: Bank of America, N.A., as the administrative agent
                          under the Credit Agreement
	 	 	 
		5.	Credit Agreement: Amended and Restated
                                            Credit Agreement, dated as of August 12, 2022, by and among SPX Enterprises, LLC, a
                                            Delaware limited liability company, as the U.S. Borrower, SPX Corporation, a Delaware corporation,
                                            as the Parent, the Foreign Subsidiary Borrowers party thereto, the Lenders (including the
                                            Issuing Lenders and the FCI Issuing Lenders) from time to time party thereto, Deutsche Bank
                                            AG, as the Foreign Trade Facility Agent, and Bank of America, N.A., as the Administrative
                                            Agent and the Swingline Lender



 


		6.	Assigned Interest:



 


	 
 
 
Assignor[s]1
	 	 
 
 
Assignee[s]2
	 	 
 
Facility
 Assigned3
	 	Aggregate


Amount of


Commitments/Loans


for all Lenders4


	 	Amount
                                            of


Commitment

Loans


Assigned


	 	Percentage
 Assigned
                                            of
 Commitments/
 Loans5
	 
	 	 	 	 	 	 	$	 
	 	$	 	 	 	%
	 	 	 	 	 	 	$	  
	 	$	 	 	 	%
	 	 	 	 	 	 	$	  
	 	$	 	 	 	%



 


		[7.	Trade Date:     __________________]6



 


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


 


 






1 List each Assignor, as appropriate.


2 List each Assignee, as appropriate.


3 Fill in the appropriate terminology for the types of
facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Revolving Commitment”,
etc.).


4 Amounts in this column and in the column immediately
to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the
Effective Date.


5 Set forth, to at least 9 decimals, as a percentage of
the Commitments/Loans of all Lenders thereunder.


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


 






     


     


    

 


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


 


	 	ASSIGNOR
	 	 
	 	[NAME OF ASSIGNOR]




 


	 	By:	 







	 	Name:
	 	Title:




 


	 	ASSIGNEE
	 	 
	 	[NAME OF ASSIGNEE]




 


	 	By:	 







	 	Name:
	 	Title:




 


[Consented to and]1
Accepted:


 


BANK OF AMERICA, N.A.,


as the Administrative Agent


 


	By:	 	 







Name:


Title:


 


[Consented to:]2


 


	By:	 	 






Name:


Title:


 


 






1 To be added only if the consent of the Administrative
Agent is required by the terms of the Credit Agreement.


2 To be added only if the consent of the U.S. Borrower
and/or other parties (e.g. Swingline Lender, Issuing Lender, etc.) is required by the terms of the Credit Agreement.


 






     


     


    

 


ANNEX 1 TO ASSIGNMENT AND ASSUMPTION


 


STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND
ASSUMPTION


 


1.             Representations
and Warranties.


 


1.1.          Assignor.
[The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned
Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has
full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate
the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect
to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Parent, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Parent, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Loan Document.


 


1.2.          Assignee.
[The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 9.4(b)(iv), (v) and (vi) of
the Credit Agreement (subject to such consents, if any, as may be required under Section 9.4(b)(ii) of the Credit Agreement),
(iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and,
to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated
with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising
discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it
has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent
financial statements delivered pursuant to Section 5.1 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 Assignment and Assumption and to purchase [the][such] Assigned
Interest, (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 Assignment and Assumption
and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required
to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees
that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking
or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which
by the terms of the Loan Documents are required to be performed by it as a Lender.


 


2.             Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including
payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding
the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding
the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after
the Effective Date to [the][the relevant] Assignee.


 






     


     


    

 


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


 






     


     


    

 


EXHIBIT C


 


[FORM OF]


EXEMPTION CERTIFICATE


 


(For Non-U.S. Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


[Date]


 


Reference is made to that
certain Amended and Restated Credit Agreement, dated as of August 12, 2022 (as the same may be amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), by and among SPX Enterprises, LLC, a Delaware limited liability
company, as the U.S. Borrower, SPX Corporation, a Delaware corporation, as the Parent, the Foreign Subsidiary Borrowers party thereto,
the Lenders (including the Issuing Lenders and the FCI Issuing Lenders) from time to time party thereto, Deutsche Bank AG, as the Foreign
Trade Facility Agent, and Bank of America, N.A., as the Administrative Agent and the Swingline Lender. Capitalized terms used herein
that are not defined herein shall have the meanings ascribed to them in the Credit Agreement. [Name of Non-U.S. Person] (the “Lender”)
is providing this certificate pursuant to Section 2.19(e)(B) of the Credit Agreement. The Lender hereby represents and warrants
that:


 


		(i)	The Lender is the sole record and beneficial
                                            owner of the Loan(s) (as well as any Note(s) evidencing such Loans(s)) in respect
                                            of which it is providing this certificate and it shall remain the sole beneficial owner of
                                            the Loan(s) (or Note(s)) at all times during which it is the record holder of such Loan(s) (or
                                            Note(s)).



 


		(ii)	The Lender is not a “bank”
                                            for purposes of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended
                                            (the “Code”). In this regard, the Lender represents and warrants that:



 


		(a)	the Lender is not subject to regulatory
                                            or other legal requirements as a bank in any jurisdiction; and



 


		(b)	the Lender has not been treated as a bank
                                            for purposes of any tax, securities law or other filing or submission made to any governmental
                                            authority, any application made to a rating agency or qualification for any exemption from
                                            tax, securities law or other legal requirements.



 


		(iii)	The Lender meets all of the requirements
                                            under Code Section 871(h) or 881(c) to be eligible for a complete exemption
                                            from withholding of Taxes on interest payments made to it under the Credit Agreement (i.e.,
                                            no Borrower will be required to withhold any amounts under U.S. tax law with respect to such
                                            interest payments), including without limitation that it is not a 10-percent shareholder
                                            (within the meaning of Section 871(h)(3)(B) or the Code) of any Borrower and is
                                            not a controlled foreign corporation related to any Borrower (within the meaning of Section 864(d)(4) of
                                            the Code).



 


		(iv)	The Lender shall promptly notify the
                                            U.S. Borrower and the Administrative Agent if any of the representations and warranties made
                                            herein are no longer true and correct.



 






     


     


    

 


IN WITNESS WHEREOF, the undersigned
has duly executed this certificate as of the date first above written.


 


	 	[NAME OF LENDER]




 


	 	By:	 







	 	Name:
	 	Title:




 






     


     


    

 


[FORM OF]


EXEMPTION CERTIFICATE


 


(For Non-U.S. Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


[Date]


 


Reference is made to that
certain Amended and Restated Credit Agreement, dated as of August 12, 2022 (as the same may be amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), by and among SPX Enterprises, LLC, a Delaware limited liability
company, as the U.S. Borrower, SPX Corporation, a Delaware corporation, as the Parent, the Foreign Subsidiary Borrowers party thereto,
the Lenders (including the Issuing Lenders and the FCI Issuing Lenders) from time to time party thereto, Deutsche Bank AG, as the Foreign
Trade Facility Agent, and Bank of America, N.A., as the Administrative Agent and the Swingline Lender. Capitalized terms used herein
that are not defined herein shall have the meanings ascribed to them in the Credit Agreement. [Name of Non-U.S. Person] (the “Participant”)
is providing this certificate pursuant to Section 2.19(e)(B) of the Credit Agreement. The Participant hereby represents and
warrants that:


 


		(i)	The Participant is the sole record and
                                            beneficial owner of the participation in respect of which it is providing this certificate
                                            and it shall remain the sole beneficial owner of the participation at all times during which
                                            it is the record holder of such participation.



 


		(ii)	The Participant is not a “bank”
                                            for purposes of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended
                                            (the “Code”). In this regard, the Participant represents and warrants
                                            that:



 


		(a)	the Participant is not subject to regulatory
                                            or other legal requirements as a bank in any jurisdiction; and



 


		(b)	the Participant has not been treated as
                                            a bank for purposes of any tax, securities law or other filing or submission made to any
                                            governmental authority, any application made to a rating agency or qualification for any
                                            exemption from tax, securities law or other legal requirements.



 


		(iii)	The Participant meets all of the requirements
                                            under Code Section 871(h) or 881(c) to be eligible for a complete exemption
                                            from withholding of Taxes on interest payments made to it under the Credit Agreement (i.e.,
                                            no Borrower will be required to withhold any amounts under U.S. tax law with respect to such
                                            interest payments), including without limitation that it is not a 10-percent shareholder
                                            (within the meaning of Section 871(h)(3)(B) or the Code) of any Borrower and is
                                            not a controlled foreign corporation related to any Borrower (within the meaning of Section 864(d)(4) of
                                            the Code).



 


		(iv)	The Participant shall promptly notify
                                            the U.S. Borrower and the Administrative Agent if any of the representations and warranties
                                            made herein are no longer true and correct.



 






     


     


    

 


IN WITNESS WHEREOF, the undersigned
has duly executed this certificate as of the date first above written.


 


	 	[NAME OF PARTICIPANT]




 


	 	By:	 







	 	Name:
	 	Title:




 






     


     


    

 


[FORM OF]


EXEMPTION CERTIFICATE


 


(For Non-U.S. Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


[Date]


 


Reference is made to that
certain Amended and Restated Credit Agreement, dated as of August 12, 2022 (as the same may be amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), by and among SPX Enterprises, LLC, a Delaware limited liability
company, as the U.S. Borrower, SPX Corporation, a Delaware corporation, as the Parent, the Foreign Subsidiary Borrowers party thereto,
the Lenders (including the Issuing Lenders and the FCI Issuing Lenders) from time to time party thereto, Deutsche Bank AG, as the Foreign
Trade Facility Agent, and Bank of America, N.A., as the Administrative Agent and the Swingline Lender. Capitalized terms used herein
that are not defined herein shall have the meanings ascribed to them in the Credit Agreement. [Name of Non-U.S. Person] (the “Participant”)
is providing this certificate pursuant to Section 2.19(e)(B) of the Credit Agreement. The Participant hereby represents and
warrants that:


 


		(i)	The Participant is the sole record owner
                                            of the participation in respect of which it is providing this certificate and its direct
                                            or indirect partners/members are the sole beneficial owners of such participation.



 


		(ii)	With respect to such participation, neither
                                            the Participant nor any of its direct or indirect partners/members is a “bank”
                                            for purposes of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended
                                            (the “Code”).



 


		(iii)	Each of its direct or indirect partners/members
                                            meets all of the requirements under Code Section 871(h) or 881(c) to be eligible
                                            for a complete exemption from withholding of Taxes on interest payments made to it under
                                            the Credit Agreement (i.e., no Borrower will be required to withhold any amounts under U.S.
                                            tax law with respect to such interest payments), including without limitation that it is
                                            not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) or the
                                            Code) of any Borrower and is not a controlled foreign corporation related to any Borrower
                                            (within the meaning of Section 864(d)(4) of the Code).



 


		(iv)	The Participant shall promptly notify
                                            the U.S. Borrower and the Administrative Agent if any of the representations and warranties
                                            made herein are no longer true and correct.



 






     


     


    

 


IN WITNESS WHEREOF, the undersigned
has duly executed this certificate as of the date first above written.


 


	 	[NAME OF PARTICIPANT]




 


	 	By:	 







	 	Name:
	 	Title:




 






     


     


    

 


[FORM OF]


EXEMPTION CERTIFICATE


 


(For Non-U.S. Lenders That Are Partnerships For
U.S. Federal Income Tax Purposes)


 


[Date]


 


Reference is made to that
certain Amended and Restated Credit Agreement, dated as of August 12, 2022 (as the same may be amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), by and among SPX Enterprises, LLC, a Delaware limited liability
company, as the U.S. Borrower, SPX Corporation, a Delaware corporation, as the Parent, the Foreign Subsidiary Borrowers party thereto,
the Lenders (including the Issuing Lenders and the FCI Issuing Lenders) from time to time party thereto, Deutsche Bank AG, as the Foreign
Trade Facility Agent, and Bank of America, N.A., as the Administrative Agent and the Swingline Lender. Capitalized terms used herein
that are not defined herein shall have the meanings ascribed to them in the Credit Agreement. [Name of Non-U.S. Person] (the “Lender”)
is providing this certificate pursuant to Section 2.19(e)(B) of the Credit Agreement. The Lender hereby represents and warrants
that:


 


		(i)	The Lender is the sole record owner of
                                            the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which
                                            it is providing this certificate and its direct or indirect partners/members are the sole
                                            beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)).



 


		(ii)	With respect to the extension of credit
                                            pursuant to this Credit Agreement or any other Loan Document, neither the Lender nor any
                                            of its direct or indirect partners/members is a “bank” for purposes of Section 881(c)(3)(A) of
                                            the Internal Revenue Code of 1986, as amended (the “Code”).



 


		(iii)	Each of its direct or indirect partners/members
                                            meets all of the requirements under Code Section 871(h) or 881(c) to be eligible
                                            for a complete exemption from withholding of Taxes on interest payments made to it under
                                            the Credit Agreement (i.e., no Borrower will be required to withhold any amounts under U.S.
                                            tax law with respect to such interest payments), including without limitation that it is
                                            not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) or the
                                            Code) of any Borrower and is not a controlled foreign corporation related to any Borrower
                                            (within the meaning of Section 864(d)(4) of the Code).



 


		(iv)	The Lender shall promptly notify the
                                            U.S. Borrower and the Administrative Agent if any of the representations and warranties made
                                            herein are no longer true and correct.



 






     


     


    

 


IN WITNESS WHEREOF, the undersigned
has duly executed this certificate as of the date first above written.


 


	 	[NAME OF LENDER]




 


	 	By:	 







	 	Name:
	 	Title:




 






     


     


    

 



 


EXHIBIT D


 


[FORM OF]





BORROWING SUBSIDIARY AGREEMENT1


 


THIS BORROWING SUBSIDIARY
AGREEMENT, dated as of [__] (this “Agreement”), among [NAME OF FOREIGN SUBSIDIARY BORROWER], a [__] (the “Subsidiary”),
SPX ENTERPRISES, LLC, a Delaware limited liability company (the “U.S. Borrower”), [DEUTSCHE BANK AG, as the Foreign
Trade Facility Agent][the Revolving Lenders][the FCI Issuing Lenders] and BANK OF AMERICA, N.A., as the Administrative Agent, is delivered
pursuant to that certain Amended and Restated Credit Agreement, dated as of August 12, 2022 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among the U.S. Borrower, the Parent , the Foreign Subsidiary
Borrowers party thereto, the Lenders (including the Issuing Lenders and the FCI Issuing Lenders) from time to time party thereto, the
Foreign Trade Facility Agent, the Administrative Agent, and the Swingline Lender.


 


The parties hereto hereby
agree as follows:


 


1.             Capitalized
terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.


 


2.             Pursuant
to Section 2.23[(a)][(b)] of the Credit Agreement, the U.S. Borrower hereby designates the Subsidiary as a Foreign Subsidiary Borrower
in respect of the [Revolving Facility][Foreign Trade Facility] under the Credit Agreement.


 


3.             The
U.S. Borrower and the Subsidiary, jointly and severally, represent and warrant that the representations and warranties contained in the
Credit Agreement are true and correct in all material respects (other than those representations and warranties that are expressly qualified
by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all
respects) on and as of the date hereof to the extent such representations and warranties relate to the Subsidiary and this Agreement.


 


4.             The
U.S. Borrower agrees that the guarantee of the U.S. Borrower contained in the Guarantee and Collateral Agreement will apply to the obligations
of the Subsidiary as a Foreign Subsidiary Borrower.


 


5.             For
the avoidance of doubt, each party hereto acknowledges and agrees that (a) the Subsidiary shall not be liable for the Obligations
of any other Loan Party and (b) the Obligations of the Subsidiary in respect of extensions of credit under the Credit Agreement shall
not be secured by any assets of such Subsidiary.


 


6.             Upon
execution of this Agreement by the U.S. Borrower, the Subsidiary, [the Foreign Trade Facility Agent,][the Revolving Lenders][the FCI Issuing
Lenders], and the Administrative Agent, (a) the Subsidiary shall be a party to the Credit Agreement and shall be a Foreign Subsidiary
Borrower and a Borrower, in each case under the [Revolving Facility][Foreign Trade Facility], for all purposes thereof, and (b) the
Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement.





 


 






1 The following agreement may be subject to
adjustments that are customary for similar agreements entered into in the Foreign Subsidiary Borrower’s jurisdiction of
organization; provided that such adjustments are, in the reasonable opinion of counsel to such Borrower, required for the validity
or enforceability of such agreement and are reasonably satisfactory to the Administrative Agent.


 






     

     


    

 


7.             In
the event of any inconsistency between the terms and conditions of the Credit Agreement and the terms and conditions of this Agreement,
any form of [Letter of Credit][FCI] application or other agreement submitted by a Borrower to, or entered into by a Borrower with, the
applicable [FCI] Issuing Lender relating to any [Letter of Credit][FCI], the terms and conditions of the Credit Agreement shall control.


 


8.             This
Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.


 


9.             If
permitted pursuant to the terms of the Credit Agreement, this Agreement may be in the form of an Electronic Record and may be executed
using Electronic Signatures (including facsimile and .pdf) and shall be considered an original, and shall have the same legal effect,
validity and enforceability as a paper record. This Agreement 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.


 


[Signature pages follow]


 






     

     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their authorized officers as of the date first appearing above.


 


	 	[SUBSIDIARY],
	 	a [__]
	 	 
	 	By:	                    
	 	Name:
	 	Title:
	 	 
	 	SPX ENTERPRISES, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	[DEUTSCHE BANK AG,
	 	as the Foreign Trade Facility Agent
	 	 
	 	By:	 
	 	Name:
	 	Title:]
	 	 
	 	BANK OF AMERICA, N.A.,
	 	as the Administrative Agent
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	[ADD REVOLVING LENDERS]
	 	 
	 	[ADD FCI ISSUING LENDERS]




 


Address for notices to Subsidiary:


 


		 
	 	 



 






     

     


    

 


EXHIBIT E


 


[FORM OF]





BORROWING SUBSIDIARY TERMINATION


 


BANK OF AMERICA, N.A.,





as the Administrative Agent


 


[DEUTSCHE BANK AG,





as the Foreign Trade Facility Agent]


 


[Date]


 


Ladies and Gentlemen:


 


Reference is hereby made to
that certain Amended and Restated Credit Agreement, dated as of August 12, 2022 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among SPX Enterprises, LLC, a Delaware limited liability company
(the “U.S. Borrower”), SPX Corporation, a Delaware corporation, as the Parent, the Foreign Subsidiary Borrowers party
thereto, the Lenders (including the Issuing Lenders and the FCI Issuing Lenders) from time to time party thereto, Deutsche Bank AG, as
the Foreign Trade Facility Agent, and Bank of America, N.A., as the Administrative Agent and the Swingline Lender. Unless otherwise defined
herein, capitalized terms used herein shall have the meanings set forth in the Credit Agreement.


 


The U.S. Borrower hereby terminates
the status and rights of [__], a [__] (the “Terminated Subsidiary Borrower”), as a Foreign Subsidiary Borrower under
the [Revolving Facility][Foreign Trade Facility]. [The U.S. Borrower represents and warrants that no [Letters of Credit][FCIs] issued
for the account of the Terminated Subsidiary Borrower are outstanding as of the date hereof (other than [Letters of Credit][FCIs] that
have been cash collateralized or otherwise supported in a manner consistent with the terms of the Credit Agreement), that no Loans made
to the Terminated Subsidiary Borrower are outstanding as of the date hereof and that all Obligations payable by the Terminated Subsidiary
Borrower in respect of interest and/or fees under the [Revolving Facility][Foreign Trade Facility] (and, to the extent notified by the
Administrative Agent or any Lender, any other amounts payable by the Terminated Subsidiary Borrower under the [Revolving Facility][Foreign
Trade Facility]) and all [LC Disbursements][FCI Disbursements] pursuant to the Credit Agreement have been paid in full on or prior to
the date hereof.] [The U.S. Borrower acknowledges that the Terminated Subsidiary Borrower shall continue to be a Foreign Subsidiary Borrower
under the [Revolving Facility][Foreign Trade Facility] until such time as all [Letters of Credit][FCIs] issued for the account of the
Terminated Subsidiary Borrower shall have expired or terminated (or been cash collateralized or otherwise supported in a manner consistent
with the terms of the Credit Agreement), all Loans made to the Terminated Subsidiary Borrower shall have been prepaid and all amounts
payable by the Terminated Subsidiary Borrower in respect of interest and/or fees under the [Revolving Facility][Foreign Trade Facility]
(and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable by the Terminated Subsidiary Borrower
under the [Revolving Facility][Foreign Trade Facility]) and all [LC Disbursements][FCI Disbursements] pursuant to the Credit Agreement
shall have been paid in full, provided that the Terminated Subsidiary Borrower shall not have the right to make further borrowings as
a Foreign Subsidiary Borrower under the [Revolving Facility][Foreign Trade Facility] or request further [Letters of Credit.][FCIs].]


 


This Borrowing Subsidiary
Termination shall be construed in accordance with and governed by, the law of the State of New York. If permitted pursuant to the terms
of the Credit Agreement, this Borrowing Subsidiary Termination may be in the form of an Electronic Record and may be executed using Electronic
Signatures (including facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability
as a paper record. This Borrowing Subsidiary Termination 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.


 






     

     


    

 


	 	Very truly yours,
	 	 
	 	SPX ENTERPRISES, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	                  
	 	Name:
	 	Title:




 


Acknowledged and Agreed:


 


[TERMINATED SUBSIDIARY BORROWER],


a [__]


 


	By:	          	 	 
	Name:	 	 
	Title:	 	 




 






     

     


    

 


EXHIBIT F


 


[FORM OF]





INCREMENTAL FACILITY ACTIVATION NOTICE


 


[Date]


 


To:           BANK OF AMERICA,
N.A., as the Administrative Agent





[Deutsche
Bank AG, as the Foreign Trade Facility Agent]


 


Reference is hereby made to
that certain Amended and Restated Credit Agreement, dated as of August 12, 2022 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among SPX Enterprises, LLC, a Delaware limited liability company
(the “U.S. Borrower”), SPX Corporation, a Delaware corporation, as the Parent, the Foreign Subsidiary Borrowers party
thereto, the Lenders (including the Issuing Lenders and the FCI Issuing Lenders) from time to time party thereto, Deutsche Bank AG, as
the Foreign Trade Facility Agent, and Bank of America, N.A., as the Administrative Agent and the Swingline Lender. Terms defined in the
Credit Agreement shall have their defined meanings when used herein.


 


This notice is an Incremental
Facility Activation Notice referred to in the Credit Agreement, and the U.S. Borrower and each of the Lenders party hereto hereby notify
you that:


 


		1.	Each Lender party hereto
agrees to [increase the amount of its [Revolving Commitment] [Term Loan A Commitment] [FCI Issuing Commitment] by $__________, such that
its aggregate [Revolving Commitment] [Term Loan A Commitment] [FCI Issuing Commitment] is $__________] [make an Incremental Term
Loan in the amount set forth opposite such Lender’s name below under the caption “Incremental Term Loan Amount.”]



 


		2.	The closing date for [such increase] [the Incremental Term Loan
Facility] is________, 20___.



 


		3.	[The Incremental Term Loan Maturity Date
is______, 20___.]



 


		4.	[The proposed original issue discount, if any, for the Incremental Term Loan Facility is         %.]



 


[Each of the Lenders party
hereto and the U.S. Borrower hereby agrees that (a) the amortization schedule relating to this Incremental Term Loan is set forth
in Annex A attached hereto and (b) the Applicable Rate for this Incremental Term Loan shall be                 .
The Incremental Term Loans shall be in [Dollars][insert applicable Alternative Currency].]


 


The undersigned [Chief Financial
Officer][Vice President – Finance] of the U.S. Borrower certifies as follows:


 


		1.	I am the duly elected, qualified and acting [Chief Financial Officer][Vice President — Finance]
of the U.S. Borrower.



 


		2.	I have reviewed and am familiar with the contents of this Incremental Facility Activation Notice.



 






     

     


    

 


		3.	I have reviewed the terms
of the Credit Agreement and the other Loan Documents and have made or caused to be made under my supervision, a review in reasonable
detail of the transactions and condition of the Parent and its Subsidiaries during the accounting period ended_________________, 20___ [insert most
recent period for which financial statements have been delivered]. Such review did not disclose the existence during or at the end
of the accounting period covered by the Parent’s most recent financial statements delivered pursuant to Section 5.1(a) or
Section 5.1(b) of the Credit Agreement, and I have no knowledge of the existence, as of the date of this Incremental Facility
Activation Notice, of any Default or Event of Default, both on the date hereof and after giving pro forma effect to any Loans made pursuant
to this Incremental Facility Activation Notice and the application of the proceeds therefrom.



 


		4.	Attached hereto as Attachment 1 are the computations showing that after giving pro forma effect
to the making of any such [increase][Incremental Term Loans], the Parent shall be in compliance with the financial covenants contained
in Section 6.1 of the Credit Agreement as of the last day of the most recent period of four consecutive fiscal quarters of the Parent
for which financial statements have been delivered pursuant to Section 5.1 (calculated as if such [increase in Commitments and any
Loans thereunder had been made] [Incremental Term Loans had been incurred] on the first day of such period).



 


[Signature pages follow]


 






     

     


    

 


IN WITNESS WHEREOF, the undersigned
have executed this Incremental Facility Activation Notice as of the date first above written.


 


	 	 	SPX ENTERPRISES, LLC,
	 	 	a Delaware limited liability company
	 	 	 
	 	 	By:	                   
	 	 	Name:
	 	 	Title: [Chief Financial Officer][Vice
    President – Finance]






 


	[Amount of Commitment
    Increase]	 	[NAME OF LENDER]
	[Incremental Term
    Loan Amount]	 	 
	$	           	 	By:	           
	 	 	Name:
	 	 	Title:




 


CONSENTED TO:


 


BANK OF AMERICA, N.A.,


as the Administrative Agent


 


	By:	             	 	 
	Name:	 	 
	Title:	 	 




 


[DEUTSCHE BANK AG,


as the Foreign Trade Facility Agent


 





	By	 	 	 
	Name:	 	 
	Title:]	 	 


 






     

     


    

 


[Annex A to





Increased Facility Activation Notice


 


AMORTIZATION SCHEDULE]


 






     

     


    

 


Attachment 1 to

Increased Facility Activation Notice


 


[Set forth Compliance Calculations]


 






     

     


    

 


EXHIBIT G


 


[FORM OF]





NEW LENDER SUPPLEMENT


 


THIS NEW LENDER SUPPLEMENT
(this “New Lender Supplement”), is entered into as of [__], relating to that certain Amended and Restated Credit Agreement,
dated as of August 12, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among SPX Enterprises, LLC, a Delaware limited liability company (the “U.S. Borrower”), SPX Corporation, a Delaware
corporation, as the Parent, the Foreign Subsidiary Borrowers party thereto, the Lenders (including the Issuing Lenders and the FCI Issuing
Lenders) from time to time party thereto, Deutsche Bank AG, as the Foreign Trade Facility Agent, and Bank of America, N.A., as the Administrative
Agent and the Swingline Lender.


 


WITNESSETH:


 


WHEREAS, the Credit Agreement
provides in Section 2.1(b) thereof that any bank, financial institution or other entity may become a party to the Credit Agreement
with the consent of the U.S. Borrower[, the Foreign Trade Facility Agent,] the Administrative Agent and the [Issuing Lenders][FCI Issuing
Lenders] (which consent shall not be unreasonably withheld) by executing and delivering to the U.S. Borrower[, the Foreign Trade Facility
Agent,] and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this New Lender Supplement; and


 


WHEREAS, the undersigned now
desires to become a party to the Credit Agreement.


 


NOW, THEREFORE, the undersigned
hereby agrees as follows:


 


1.             The
undersigned agrees to be bound by the provisions of the Credit Agreement, and agrees that it shall, on the date this New Lender Supplement
is accepted by the U.S. Borrower[, the Foreign Trade Facility Agent,] the Administrative Agent and the [Issuing Lenders][FCI Issuing
Lenders], become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with [a                         Commitment
of $                        ] [Incremental Term
Loans of $                   ].


 


2.             The
undersigned (a) represents and warrants that it is legally authorized to enter into this New Lender Supplement; (b) confirms
that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 3.4
thereof, copies of the most recent financial statements delivered pursuant to Section 5.1 thereof and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to enter into this New Lender Supplement; (c) agrees that
it has made and will, independently and without reliance upon the Administrative Agent[, the Foreign Facility Trade 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 Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints
and authorizes the Administrative Agent [and the Foreign Trade Facility Agent, as applicable] to take such action as agent on its behalf
and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto
as are delegated to the Administrative Agent [or the Foreign Facility Trade Agent, as applicable,] by the terms thereof, together with
such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform
in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender
including, without limitation, if it is a Non-U.S. Lender, its obligation pursuant to Section 2.19(e) of the Credit Agreement.


 






     

     


    

 


3.             The
address of the undersigned for notices for the purposes of the Credit Agreement is as follows: [__]


 


4.             Terms
used but not otherwise defined herein and defined in the Credit Agreement shall have their defined meanings when used herein.


 






     

     


    

 


IN WITNESS WHEREOF, the undersigned
has caused this New Lender Supplement to be executed and delivered by a duly authorized officer on the date first above written.


 


	 	[INSERT NAME OF LENDER]
	 	 
	 	By	             
	 	Name:
	 	Title:




 


Accepted as of the date first above written:


 


SPX ENTERPRISES, LLC,


a Delaware limited liability company


 


	By	              	 	 
	Name:	 	 
	Title:	 	 




 


Accepted as of the date first above written:


 


BANK OF AMERICA, N.A.,


as Administrative Agent


 





	By	              	 	 
	Name:	 	 
	Title:	 	 


 


[DEUTSCHE BANK AG,


as Foreign Trade Facility Agent


 





	By	              	 	 
	Name:	 	 
	Title:]	 	 


 


[ISSUING LENDER]


 





	By	              	 	 
	Name:	 	 
	Title:	 	 


 


[FCI ISSUING LENDER]


 





	By	              	 	 
	Name:	 	 
	Title:	 	 


 






     

     


    

 





EXHIBIT H


 


[FORM OF]





UTILIZATION REQUEST


 


From:     [Name of
Borrower]


 


To:         Deutsche
Bank AG


 


[Date]


 


Ladies and Gentlemen:


 


We refer to that certain Amended
and Restated Credit Agreement, dated as of August 12, 2022 (as amended, supplemented or otherwise modified to the date hereof, the
 “Credit Agreement”), among SPX Enterprises, LLC, a Delaware limited liability company, as the U.S. Borrower, SPX Corporation,
a Delaware corporation, as the Parent, the Foreign Subsidiary Borrowers party thereto, the Lenders (including the Issuing Lenders and
the FCI Issuing Lenders) from time to time party thereto, Deutsche Bank AG, as the Foreign Trade Facility Agent, and Bank of America,
N.A., as the Administrative Agent and Swingline Lender. Unless otherwise defined herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.


 


We hereby give you notice
that, pursuant to the Credit Agreement and upon the terms and subject to the conditions contained therein, we request the [issuance][extension][amendment]
of a FCI as specified below [and in substantially the form attached]:


 


	 	(i)         Our reference:	[                           ]
	 	 	 
	 	(ii)        Type of FCI:1	[                           ]
	 	 	 
	 	(iii)       Beneficiary:*	[                           ]
	 	 	 
	 	(iv)       Obligor:	[                           ]
	 	 	 
	 	(v)        Face Amount: *	[                           ]
	 	 	 
	 	(vi)       Currency: *	[                           ]
	 	 	 
	 	(vii)      Expiry date: *	[                           ]
	 	 	 
	 	(viii)     Commercial Lifetime:*/**	[                           ]
	 	 	 
	 	(ix)        Reference to underlying transaction:	[                           ]
	 	 	 
	 	(x)         FCI deed to be delivered to:	[                           ]
	 	 	 
	 	(xi)        FCI Issuing Lender:	[                           ]



 





 






1Not in case of an amendment.


**In case of any FCI that comprises more than one type of FCI the commercial lifetime for the different
types to be included.


 






     

     


    

 





[In the case of an amendment:]


 


	 	(xii)       FCI Issuing Lender:	[                           ]
	 	 	 
	 	(xiii)      Reference No. of FCI Issuing Lender:	[                           ]
	 	 	 
	 	(xiv)      Reference No. of FCI Trade Facility Agent:	[                           ]
	 	 	 
	 	(xv)      Amendment details:	[                           ]



 


We confirm that, on and as
of the date hereof, before and after giving effect to the issuance, amendment, renewal or extension, as applicable, of the FCI requested
hereby, (a) the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material
respects and (b) no Default or Event of Default has occurred and is continuing.


 





	 	[SPX ENTERPRISES, LLC]
	 	[NAME OF FOREIGN SUBSIDIARY BORROWER]
	 	 	 
	 	By:	              
	 	Name:
	 	Title:


 






     

     


    

 


EXHIBIT I


 


[FORM OF]





REVOLVING NOTE


 


FOR VALUE RECEIVED, the undersigned (the “[U.S.]
Borrower”), hereby promises to pay to _____________________ or registered assigns (the “Lender”), in accordance
with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Revolving Loan from time to time made
by the Lender to the [U.S. ]Borrower under that certain Amended and Restated Credit Agreement dated as of August 12, 2022 (as amended,
modified, supplemented or extended from time to time, the “Credit Agreement”) among the U.S. Borrower, the Parent,
the Foreign Subsidiary Borrowers party thereto, the Lenders (as defined in the Credit Agreement, and including the Issuing Lenders and
the FCI Issuing Lenders) from time to time party thereto, Deutsche Bank AG, as the Foreign Trade Facility Agent and Bank of America, N.A.,
as the Administrative Agent and the Swingline Lender. Capitalized terms used but not otherwise defined herein have the meanings provided
in the Credit Agreement.


 


The [U.S. ]Borrower promises to pay interest on
the unpaid principal amount of each Revolving Loan from the date of such Revolving Loan until such principal amount is paid in full, at
such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in the applicable currency in immediately available funds at the Administrative Agent’s
Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the
due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the
Credit Agreement.


 


This Revolving Note is one of the Revolving Notes
referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and
conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement,
all amounts then remaining unpaid on this Revolving Note shall become, or may be declared to be, immediately due and payable all as provided
in the Credit Agreement. Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the
Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Note and endorse thereon the date, amount
and maturity of its Revolving Loans and payments with respect thereto.


 


The [U.S. ]Borrower, for itself, its successors
and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Revolving
Note.


 


THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


[Signature Page Follows]


 






     

     


    

 


IN WITNESS WHEREOF, the [U.S.
]Borrower has caused this Revolving Note to be duly executed by its duly authorized officer as of the day and year first above written.


 


	 	[SPX ENTERPRISES, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	                     
	 	Name:
	 	Title:]
	 	 
	 	[FOREIGN SUBSIDIARY BORROWER,
	 	a [__]
	 	 
	 	By:	    
	 	Name:
	 	Title:]




 






     

     


    

 


EXHIBIT J


 


[RESERVED]


 






     

     


    

 


EXHIBIT K


 


[FORM OF]





TERM A NOTE


 


FOR VALUE RECEIVED, the undersigned (the “U.S.
Borrower”), hereby promises to pay to _____________________ or registered assigns (the “Lender”), in accordance
with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of the portion of the Term Loan A made by the
Lender to the U.S. Borrower under that certain Amended and Restated Credit Agreement dated as of August 12, 2022 (as amended, modified,
supplemented or extended from time to time, the “Credit Agreement”) among the U.S. Borrower, the Parent, the Foreign
Subsidiary Borrowers party thereto, the Lenders (as defined in the Credit Agreement, and including the Issuing Lenders and the FCI Issuing
Lenders) from time to time party thereto, Deutsche Bank AG, as the Foreign Trade Facility Agent and Bank of America, N.A., as the Administrative
Agent and the Swingline Lender. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.


 


The U.S. Borrower promises to pay interest on
the unpaid principal amount of the Term Loan A from the Effective Date until such principal amount is paid in full, at such interest rates
and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent
for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not
paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date
of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.


 


This Term A Note is one of the Term A Notes referred
to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions
provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all
amounts then remaining unpaid on this Term A Note shall become, or may be declared to be, immediately due and payable all as provided
in the Credit Agreement. The portion of the Term Loan A made by the Lender shall be evidenced by one or more loan accounts or records
maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Term A Note and endorse thereon
the date, amount and maturity of the Term Loan A and payments with respect thereto.


 


The U.S. Borrower, for itself and its successors
and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Term
A Note.


 


THIS TERM A NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


[Signature Page(s) Follow]


 






     

     


    

 


IN WITNESS WHEREOF, the U.S.
Borrower has caused this Term A Note to be duly executed by its duly authorized officer as of the day and year first above written.


 





	 	SPX ENTERPRISES, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	                         
	 	Name:
	 	Title:




 






     

     


    

 


EXHIBIT L


 


[FORM OF]





SWINGLINE NOTE


 


FOR VALUE RECEIVED, the undersigned (the “U.S.
Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or registered assigns (the “Swingline Lender”),
in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Swingline Loan from time
to time made by the Swingline Lender to the U.S. Borrower under that certain Amended and Restated Credit Agreement dated as of August 12,
2022 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among the U.S. Borrower,
the Parent, the Foreign Subsidiary Borrowers party thereto, the Lenders (as defined in the Credit Agreement, and including the Issuing
Lenders and the FCI Issuing Lenders) from time to time party thereto, Deutsche Bank AG, as the Foreign Trade Facility Agent and Bank of
America, N.A., as the Administrative Agent and the Swingline Lender. Capitalized terms used but not otherwise defined herein have the
meanings provided in the Credit Agreement.


 


The U.S. Borrower promises to pay interest on
the unpaid principal amount of each Swingline Loan from the date of such Swingline Loan until such principal amount is paid in full, at
such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the
Administrative Agent for the account of the Swingline Lender in Dollars in immediately available funds at the Administrative Agent’s
Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the
due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the
Credit Agreement.


 


This Swingline Note is the Swingline Note referred
to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions
provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all
amounts then remaining unpaid on this Swingline Note shall become, or may be declared to be, immediately due and payable all as provided
in the Credit Agreement. Swingline Loans made by the Swingline Lender shall be evidenced by one or more loan accounts or records maintained
by the Lender in the ordinary course of business. The Swingline Lender may also attach schedules to this Swingline Note and endorse thereon
the date, amount and maturity of its Swingline Loans and payments with respect thereto.


 


The U.S. Borrower, for itself, its successors
and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Swingline
Note.


 


THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


[Signature Page(s) Follow]


 






     

     


    

 


IN WITNESS WHEREOF, the U.S.
Borrower has caused this Swingline Note to be duly executed by its duly authorized officer as of the day and year first above written.


 





	 	SPX ENTERPRISES, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	                         
	 	Name:
	 	Title:


 






     

     


    

 


EXHIBIT M


 


[FORM OF]


 


INCREMENTAL TERM NOTE


 


FOR VALUE RECEIVED, the undersigned (the “U.S.
Borrower”), hereby promise[s] to pay to _____________________ or registered assigns (the “Lender”), in accordance
with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of the Incremental Term Loan made by the Lender
to the U.S. Borrower under that certain Amended and Restated Credit Agreement dated as of August 12, 2022 (as amended, modified,
supplemented or extended from time to time, the “Credit Agreement”) among the U.S. Borrower, the Parent, the Foreign
Subsidiary Borrowers party thereto, the Lenders (as defined in the Credit Agreement, and including the Issuing Lenders and the FCI Issuing
Lenders) from time to time party thereto, Deutsche Bank AG, as the Foreign Trade Facility Agent and Bank of America, N.A., as the Administrative
Agent and the Swingline Lender. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.


 


The U.S. Borrower promises to pay interest on
the unpaid principal amount of the Incremental Term Loans from the date of the Incremental Term Loans until such principal amount is paid
in full, at such interest rates and at such times as provided in the Credit Agreement and the applicable Incremental Facility Activation
Notice. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in the applicable
currency in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder,
such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before
as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.


 


This Incremental Term Note is one of the Incremental
Term Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to
the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the
Credit Agreement, all amounts then remaining unpaid on this Incremental Term Note shall become, or may be declared to be, immediately
due and payable all as provided in the Credit Agreement. The Incremental Term Loan made by the Lender shall be evidenced by one or more
loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Incremental
Term Note and endorse thereon the date, amount and maturity of the Incremental Term Loan and payments with respect thereto.


 


The U.S. Borrower, for itself and its successors
and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Incremental
Term Note.


 


THIS INCREMENTAL TERM NOTE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


[Signature Page(s) Follow]


 






     

     


    

 


IN WITNESS WHEREOF, the U.S.
Borrower has caused this Incremental Term Note to be duly executed by its duly authorized officer as of the day and year first above written.


 





	 	SPX ENTERPRISES, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	                         
	 	Name:
	 	Title:


 






     

     


    

 


EXHIBIT N


 


[FORM OF]


 


COMPLIANCE CERTIFICATE


 


Financial Statement Date: __________, 20___


 


To:         Bank of America,
N.A., as the Administrative Agent


 


		Re:	Amended and Restated Credit Agreement dated as of August 12, 2022 (as amended, modified, supplemented
or extended from time to time, the “Credit Agreement”) among SPX Enterprises, LLC, a Delaware limited liability company,
as the U.S. Borrower, SPX Corporation, a Delaware corporation (the “Parent”), the Foreign Subsidiary Borrowers party
thereto, the Lenders (including the Issuing Lenders and the FCI Issuing Lenders) from time to time party thereto, Deutsche Bank AG, as
the Foreign Trade Facility Agent, and Bank of America, N.A., as the Administrative Agent and the Swingline Lender. Capitalized terms used
but not otherwise defined herein have the meanings provided in the Credit Agreement.



 


		Date:	[__]



 


Ladies and Gentlemen:


 


The undersigned Financial Officer of the Parent
hereby certifies as of the date hereof that [he][she] is the _______________ of the Parent, and that, in [his][her] capacity as such,
[he][she] is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Parent, and
that:


 


[Use following paragraph 1 for fiscal year-end
financial statements:]


 


[1.         Attached
hereto as Schedule 1 are the year-end audited financial statements required by Section 5.1(a) of the Credit Agreement
for the fiscal year of the Parent ended as of the above date, together with the report and opinion of an independent certified public
accountant required by such section.]


 


[Use following paragraph 1 for fiscal quarter-end
financial statements:]


 


[1.         Attached
hereto as Schedule 1 are the unaudited financial statements required by Section 5.1(b) of the Credit Agreement for the
fiscal quarter of the Parent ended as of the above date. Such financial statements fairly present in all material respects the financial
condition, results of operations and cash flows of the Parent and its Subsidiaries in accordance with GAAP as at such date and for such
period, subject only to normal year-end audit adjustments and the absence of footnotes.]


 


2.             The
undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made, a detailed review
of the transactions and condition (financial or otherwise) of the Parent during the accounting period covered by the attached financial
statements.


 


3.             A
review of the activities of the Parent during such fiscal period has been made under the supervision of the undersigned with a view to
determining whether during such fiscal period the Parent performed and observed all its Obligations under the Loan Documents, and


 


[select one:]


 






     

     


    

 


[to the best knowledge of the undersigned during
such fiscal period, the Parent performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default
has occurred and is continuing.]


 


[or:]


 


[the following covenants or conditions have not
been performed or observed and the following is a list of each such Default and its nature and status:]


 


4.             The
representations and warranties of the Loan Parties contained in the Credit Agreement or any other Loan Document, are true and correct
in all material respects 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 are true and correct in all material respects as of such earlier date, and except that for purposes
of this Compliance Certificate, the representations and warranties contained in Section 3.4(a) of the Credit Agreement shall
be deemed to refer to the most recent statements furnished pursuant to Sections 5.1(a) and (b) of the Credit Agreement, including
the statements in connection with which this Compliance Certificate is delivered.


 


5.             The
financial covenant analyses and calculation of Consolidated Leverage Ratio and Consolidated Interest Coverage Ratio set forth on Schedule 2
attached hereto are true and accurate on and as of the date of this Compliance Certificate.


 


6.             [There
has been no change in GAAP or in the application thereof that has occurred since the date of the Parent’s audited financial statements
referred to in Section 3.4 of the Credit Agreement.][The following is an explanation of any change in GAAP or the application thereto
that has occurred since the date of the Parent’s audited financial statements referred to in Section 3.4 of the Credit Agreement,
and the effect thereof:]


 


[7.         Include
the certifications as to the matters specified in clause (a) of the proviso of the definition of Permitted Acquisition for any Permitted
Acquisition for which the aggregate Consideration is greater than or equal to $50,000,000 and for which a certificate has not been previously
delivered to the Administrative Agent]


 






     

     


    

 


IN WITNESS WHEREOF, the undersigned
has executed this Compliance Certificate as of the date first above written.


 


	 	SPX CORPORATION,
	 	a Delaware corporation
	 	 
	 	By:	                    
	 	Name:
	 	Title:




 






     

     


    

 


EXHIBIT O


 


[FORM OF]





FCI Issuing
Lender Joinder Agreement


 


THIS FCI
Issuing Lender JOINDER AGREEMENT (this “Agreement”) dated as of [__] is among SPX ENTERPRISES, LLC, a Delaware
limited liability company (the “U.S. Borrower”), the Foreign Subsidiary Borrowers1
identified on the signature pages hereto (the “Foreign Subsidiary Borrowers”), the Guarantors identified on the
signature pages hereto (the “Guarantors”), [_______________] (the “New FCI Issuing Lender”),
BANK OF AMERICA, N.A., as the Administrative Agent and DEUTSCHE BANK AG, as the Foreign Trade Facility Agent.


 


WITNESSETH


 


WHEREAS, the U.S. Borrower,
the Parent, the Foreign Subsidiary Borrowers party thereto, the Lenders (including the Issuing Lenders and the FCI Issuing Lenders) from
time to time party thereto, the Foreign Trade Facility Agent, the Administrative Agent and the Swingline Lender, are parties to that certain
Amended and Restated Credit Agreement, dated as of August 12, 2022 (as amended, supplemented or otherwise modified from time to time,
the “Credit Agreement”);


 


WHEREAS, pursuant to Section 2.6(r) of
the Credit Agreement, the U.S. Borrower has the right to designate additional FCI Issuing Lenders to provide additional FCI Issuing Commitments
(each, an “Additional FCI Issuing Commitment”) and/or to designate existing FCI Issuing Lenders to provide an increase
to its existing FCI Issuing Commitment (each, an “Increased FCI Issuing Commitment”); and


 


WHEREAS, the New FCI Issuing
Lender has agreed to provide a [$___________] FCI Issuing Commitment under the Credit Agreement which is an [Additional FCI Issuing Commitment]
[Increased FCI Issuing Commitment] on the terms set forth herein.


 


NOW, THEREFORE, IN CONSIDERATION
of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


 


1.             Defined
Terms. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.


 


2.             Commitment.
The New FCI Issuing Lender hereby agrees that from and after the date hereof the New FCI Issuing Lender shall have an FCI Issuing Commitment
of [$__________] under the Credit Agreement. [The U.S. Borrower, the Foreign Subsidiary Borrowers and the New FCI Issuing Lender hereby
acknowledge, agree and confirm that the New FCI Issuing Lender shall from and after the date hereof be deemed to be a party to the Credit
Agreement in such capacity and a “FCI Issuing Lender” for all purposes of the Credit Agreement and the other Loan Documents,
and shall have all of the rights and obligations of a FCI Issuing Lender under the Credit Agreement and the other Loan Documents as if
the New FCI Issuing Lender had executed the Credit Agreement] [If such New FCI Issuing Lender is already a party to the Credit Agreement,
the U.S. Borrower, the Foreign Subsidiary Borrowers and the New FCI Issuing Lender hereby acknowledge, agree and confirm that the New
FCI Issuing Lender shall continue to have all of the rights and obligations of a FCI Issuing Lender under the Credit Agreement and the
other Loan Documents].


 





 






1 Only include signature pages for those Foreign Subsidiary
Borrowers under the Foreign Trade Facility.


 






     

     


    

 


3.             Conditions
Precedent. This Agreement shall be effective as of the date hereof upon satisfaction of each of the following conditions precedent:


 


(a)             receipt
by the Administrative Agent of this Agreement executed by the U.S. Borrower, the Foreign Subsidiary Borrowers, the Guarantors, the New
FCI Issuing Lender, the Foreign Trade Facility Agent and the Administrative Agent; and


 


(b)             receipt
by the Administrative Agent of a certificate dated as of the date of the [Additional FCI Issuing Commitment] [Increased FCI Issuing Commitment]
from a Responsible Officer of the U.S. Borrower, certifying that, before and after giving effect to the [Additional FCI Issuing Commitment]
[Increased FCI Issuing Commitment], (i) the representations and warranties contained in Article III of the Credit Agreement
and in the other Loan Documents are true and correct in all material respects (other than those representations and warranties that are
expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true
and correct in all respects) on and as of the date of the [Additional FCI Issuing Commitment] [Increased FCI Issuing Commitment], except
to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct
in all material respects as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuing.


 


4.            Notices.
The applicable address, facsimile number and electronic mail address of the New FCI Issuing Lender for purposes of Section 9.1 of
the Credit Agreement are as set forth in the administrative questionnaire delivered by the New FCI Issuing Lender to the Administrative
Agent, the Foreign Trade Facility Agent and the U.S. Borrower on or before the date hereof or to such other address, facsimile number
and electronic mail address as shall be designated by the New FCI Issuing Lender in a notice to the Administrative Agent, the Foreign
Trade Facility Agent and the U.S. Borrower.


 


5.            Reaffirmation
of Guarantee. Each Guarantor (a) acknowledges and consents to all of the terms and conditions of this Agreement and (b) agrees
that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge such Guarantor’s obligations
under the Loan Documents.


 


6.            Schedule
1.1A. The parties hereto agree that Schedule 1.1A to the Credit Agreement is hereby deemed to be amended to reflect the [Additional
FCI Issuing Commitment] [Increased FCI Issuing Commitment] of the New FCI Issuing Lender.


 


7.            Acknowledgment
by Agents. Each of the Administrative Agent and the Foreign Trade Facility Agent hereby acknowledge and agree that the New FCI Issuing
Lender is reasonably acceptable to the Administrative Agent and the Foreign Trade Facility Agent.


 


8.            Governing
Law. This Agreement shall be deemed to be a contract made under, and for all purposes shall be construed in accordance, with the laws
of the State of New York.


 


9.            Counterparts;
Electronic Signatures. If permitted pursuant to the terms of the Credit Agreement, this Agreement may be in the form of an Electronic
Record and may be executed using Electronic Signatures (including facsimile and .pdf) and shall be considered an original, and shall have
the same legal effect, validity and enforceability as a paper record. This Agreement 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.


 


[Signature Pages Follow]


 






     

     


    

 


IN WITNESS WHEREOF, the U.S.
Borrower, the Foreign Subsidiary Borrowers, the Guarantors, the New FCI Issuing Lender, the Foreign Trade Facility Agent and the Administrative
Agent have caused this Agreement to be executed by their officers thereunto duly authorized as of the date hereof.


 


	 	SPX ENTERPRISES, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	                         
	 	Name:
	 	Title:
	 	 
	 	[Foreign
    Subsidiary Borrower(s)]
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	[guarantor(s)]
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	[new fCI
    issuing lender]
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	BANK OF AMERICA, N.A.,
	 	as the Administrative Agent
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	DEUTSCHE BANK AG, as the Foreign Trade
    Facility Agent
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	By:	 
	 	Name:
	 	Title:




 






     

     


    

 


EXHIBIT P


 


[FORM OF]





NOTICE OF LOAN PREPAYMENT


 


		TO:	Bank of America, N.A., as [the Administrative Agent][and the Swingline Lender]



 


		RE:	Amended and Restated Credit Agreement, dated as of August 12, 2022 (as amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”; unless otherwise defined herein, capitalized terms
used herein shall have the meanings set forth in the Credit Agreement), among SPX Enterprises, LLC, a Delaware limited liability company,
as the U.S. Borrower, SPX Corporation, a Delaware corporation, as the Parent, the Foreign Subsidiary Borrowers party thereto, the Lenders
(including the Issuing Lenders and the FCI Issuing Lenders) from time to time party thereto, Deutsche Bank AG, as the Foreign Trade Facility
Agent, and Bank of America, N.A., as the Administrative Agent and the Swingline Lender



 


		DATE:	[Date]






 


 


[Insert Borrower] (the
 “Borrower”) hereby notifies the Administrative Agent [and the Swingline Lender] that on [insert date], pursuant
to the terms of Section 2.12 of the Credit Agreement, the Borrower intends to prepay/repay the following Loans as more specifically
set forth below:


 


		 ̈	Voluntary prepayment of [Revolving Loans] [[a portion of] the Term Loan A] [Incremental Term Loans] in
the following amount(s):



 


		 ̈	Term SOFR Loans: $ ____________________



 


Applicable Interest Period(s): ____________________


 


		 ̈	Alternative Currency Term Rate Loans: _________________



 


Applicable Interest Period(s): ______________


 


Applicable Currency: _________________


 


		 ̈	Alternative Currency Daily Rate Loans: ___________________



 


Applicable Currency: ______________


 


		 ̈	ABR Loans: $____________



 


		 ̈	Voluntary prepayment of Swingline Loans in the following amount:     $___



 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






     

     


    

 


The undersigned Responsible
Officer of the undersigned Borrower has caused this Notice of Loan Prepayment to be executed as of the date first above written.


 


	 	[BORROWER]
	 	 
	 	By:	                     
	 	Name:
	 	Title: